ex10_1.htm


    
      

    

    
      Exhibit 10.1

      
        
          

        



      


      


    

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

    


    Dated
as of October 17, 2008

    


    by
and among

    


    EQUITY
ONE, INC.,

    


    as
Borrower

    


    THE
FINANCIAL INSTITUTIONS PARTY HERETO

    AND
THEIR ASSIGNEES UNDER SECTION
13.6,

    


    as
Lenders

    


    and

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    


    as
Administrative Agent and Sole Lead Arranger

    


    and

    


    SUNTRUST
BANK

    as
Syndication Agent

    


    and

    


    BANK
OF AMERICA, N.A. AND PNC BANK, NATIONAL ASSOCIATION

    as
Co-Documentation Agents


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            	 
      	 
      	 
      	 
      	
                    Page

                  
	 	 	 	 	 
	
                    ARTICLE
      I

                  	
                    DEFINITIONS

                  	
                    1

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Section
      1.1

                  	 
      	
                    Definitions.

                  	
                    1

                  
	 
      	
                    Section
      1.2

                  	 
      	
                    General;
      References to San Francisco Time.

                  	
                    30

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      II

                  	
                    CREDIT
      FACILITY

                  	
                    30

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Section
      2.1

                  	 
      	
                    Revolving
      Loans.

                  	
                    30

                  
	 
      	
                    Section
      2.2

                  	 
      	
                    Letters
      of Credit.

                  	
                    32

                  
	 
      	
                    Section
      2.3

                  	 
      	
                    Swingline
      Loans.

                  	
                    36

                  
	 
      	
                    Section
      2.4

                  	 
      	
                    Bid
      Rate Loans.

                  	
                    38

                  
	 
      	
                    Section
      2.5

                  	 
      	
                    Rates
      and Payment of Interest on Loans.

                  	
                    42

                  
	 
      	
                    Section
      2.6

                  	 
      	
                    Number
      of Interest Periods.

                  	
                    43

                  
	 
      	
                    Section
      2.7

                  	 
      	
                    Repayment
      of Loans.

                  	
                    43

                  
	 
      	
                    Section
      2.8

                  	 
      	
                    Prepayments.

                  	
                    43

                  
	 
      	
                    Section
      2.9

                  	 
      	
                    Continuation.

                  	
                    44

                  
	 
      	
                    Section
      2.10

                  	 
      	
                    Conversion.

                  	
                    44

                  
	 
      	
                    Section
      2.11

                  	 
      	
                    Notes.

                  	
                    45

                  
	 
      	
                    Section
      2.12

                  	 
      	
                    Expiration
      or Termination Date of Letters of Credit Past Termination
      Date.

                  	
                    45

                  
	 
      	
                    Section
      2.13

                  	 
      	
                    Amount
      Limitations.

                  	
                    45

                  
	 
      	
                    Section
      2.14

                  	 
      	
                    Optional
      Increase to the Commitment.

                  	
                    46

                  
	 
      	
                    Section
      2.15

                  	 
      	
                    Extension
      of the Termination Date.

                  	
                    47

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      III

                  	
                    PAYMENTS,
      FEES AND OTHER GENERAL PROVISIONS

                  	
                    48

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Section
      3.1

                  	 
      	
                    Payments.

                  	
                    48

                  
	 
      	
                    Section
      3.2

                  	 
      	
                    Pro
      Rata Treatment.

                  	
                    48

                  
	 
      	
                    Section
      3.3

                  	 
      	
                    Sharing
      of Payments, Setoff, Etc.

                  	
                    49

                  
	 
      	
                    Section
      3.4

                  	 
      	
                    Several
      Obligations.

                  	
                    50

                  
	 
      	
                    Section
      3.5

                  	 
      	
                    Minimum
      Amounts.

                  	
                    50

                  
	 
      	
                    Section
      3.6

                  	 
      	
                    Fees.

                  	
                    50

                  
	 
      	
                    Section
      3.7

                  	 
      	
                    Computations.

                  	
                    51

                  
	 
      	
                    Section
      3.8

                  	 
      	
                    Usury.

                  	
                    52

                  
	 
      	
                    Section
      3.9

                  	 
      	
                    Agreement
      Regarding Interest and Charges.

                  	
                    52

                  
	 
      	
                    Section
      3.10

                  	 
      	
                    Statements
      of Account.

                  	
                    52

                  
	 
      	
                    Section
      3.11

                  	 
      	
                    Defaulting
      Lenders.

                  	
                    52

                  
	 
      	
                    Section
      3.12

                  	 
      	
                    Taxes.

                  	
                    53

                  
	 
      	 
      	 
      	 
      	 
      
	
                    ARTICLE
      IV

                  	
                    POOL
      ASSETS

                  	
                    55

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Section
      4.1

                  	 
      	
                    Inclusion
      of Pool Assets.

                  	
                    55

                  
	 
      	
                    Section
      4.2

                  	 
      	
                    Termination
      of Designation as Pool Asset.

                  	
                    55

                  
	 
      	
                    Section
      4.3

                  	 
      	
                    Ineligibility
      of a Property as Pool Asset.

                  	
                    55

                  


          

        

      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  ARTICLE
      V

                	
                  YIELD
      PROTECTION, ETC.

                	
                  56

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      5.1

                	 
      	
                  Additional
      Costs; Capital Adequacy.

                	
                  56

                
	 
      	
                  Section
      5.2

                	 
      	
                  Suspension
      of LIBOR Loans.

                	
                  58

                
	 
      	
                  Section
      5.3

                	 
      	
                  Illegality.

                	
                  58

                
	 
      	
                  Section
      5.4

                	 
      	
                  Compensation.

                	
                  58

                
	 
      	
                  Section
      5.5

                	 
      	
                  Treatment
      of Affected Loans.

                	
                  59

                
	 
      	
                  Section
      5.6

                	 
      	
                  Change
      of Lending Office.

                	
                  60

                
	 
      	
                  Section
      5.7

                	 
      	
                  Assumptions
      Concerning Funding of LIBOR Loans.

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VI

                	
                  CONDITIONS
      PRECEDENT

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      6.1

                	 
      	
                  Initial
      Conditions Precedent.

                	
                  60

                
	 
      	
                  Section
      6.2

                	 
      	
                  Conditions
      Precedent to All Loans and Letters of Credit.

                	
                  63

                
	 
      	
                  Section
      6.3

                	 
      	
                  Conditions
      as Covenants.

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VII

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  64

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      7.1

                	 
      	
                  Representations
      and Warranties.

                	
                  64

                
	 
      	
                  Section
      7.2

                	 
      	
                  Survival
      of Representations and Warranties, Etc.

                	
                  70

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                	
                  AFFIRMATIVE
      COVENANTS

                	
                  70

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      8.1

                	 
      	
                  Preservation
      of Existence and Similar Matters.

                	
                  70

                
	 
      	
                  Section
      8.2

                	 
      	
                  Compliance
      with Applicable Law and Material Contracts.

                	
                  70

                
	 
      	
                  Section
      8.3

                	 
      	
                  Maintenance
      of Property.

                	
                  71

                
	 
      	
                  Section
      8.4

                	 
      	
                  Conduct
      of Business.

                	
                  71

                
	 
      	
                  Section
      8.5

                	 
      	
                  Insurance.

                	
                  71

                
	 
      	
                  Section
      8.6

                	 
      	
                  Payment
      of Taxes and Claims.

                	
                  71

                
	 
      	
                  Section
      8.7

                	 
      	
                  Books
      and Records; Inspections.

                	
                  71

                
	 
      	
                  Section
      8.8

                	 
      	
                  Use
      of Proceeds.

                	
                  72

                
	 
      	
                  Section
      8.9

                	 
      	
                  Environmental
      Matters.

                	
                  72

                
	 
      	
                  Section
      8.10

                	 
      	
                  Further
      Assurances.

                	
                  73

                
	 
      	
                  Section
      8.11

                	 
      	
                  Material
      Contracts.

                	
                  73

                
	 
      	
                  Section
      8.12

                	 
      	
                  REIT
      Status.

                	
                  73

                
	 
      	
                  Section
      8.13

                	 
      	
                  Exchange
      Listing.

                	
                  73

                
	 
      	
                  Section
      8.14

                	 
      	
                  Guarantors.

                	
                  73

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      IX

                	
                  INFORMATION

                	
                  75

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      9.1

                	 
      	
                  Quarterly
      Financial Statements.

                	
                  75

                
	 
      	
                  Section
      9.2

                	 
      	
                  Year-End
      Statements.

                	
                  76

                
	 
      	
                  Section
      9.3

                	 
      	
                  Compliance
      Certificate.

                	
                  76

                
	 
      	
                  Section
      9.4

                	 
      	
                  Other
      Information.

                	
                  76

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      X

                	
                  NEGATIVE
      COVENANTS

                	
                  79

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      10.1

                	 
      	
                  Financial
      Covenants.

                	
                  79

                
	 
      	
                  Section
      10.2

                	 
      	
                  Negative
      Pledge.

                	
                  82

                
	 
      	
                  Section
      10.3

                	 
      	
                  Restrictions
      on Intercompany Transfers.

                	
                  82

                
	 
      	
                  Section
      10.4

                	 
      	
                  Merger,
      Consolidation, Sales of Assets and Other Arrangements.

                	
                  82

                


        

      

    


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  Section
      10.5

                	 
      	
                  Plans.

                	
                  83

                
	 
      	
                  Section
      10.6

                	 
      	
                  Fiscal
      Year.

                	
                  83

                
	 
      	
                  Section
      10.7

                	 
      	
                  Modifications
      of Organizational Documents and Material Contracts.

                	
                  83

                
	 
      	
                  Section
      10.8

                	 
      	
                  Transactions
      with Affiliates.

                	
                  84

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XI

                	
                  DEFAULT

                	
                  84

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      11.1

                	 
      	
                  Events
      of Default.

                	
                  84

                
	 
      	
                  Section
      11.2

                	 
      	
                  Remedies
      Upon Event of Default.

                	
                  88

                
	 
      	
                  Section
      11.3

                	 
      	
                  Marshaling;
      Payments Set Aside.

                	
                  89

                
	 
      	
                  Section
      11.4

                	 
      	
                  Allocation
      of Proceeds.

                	
                  89

                
	 
      	
                  Section
      11.5

                	 
      	
                  Letter
      of Credit Collateral Account.

                	
                  90

                
	 
      	
                  Section
      11.6

                	 
      	
                  Performance
      by Administrative Agent.

                	
                  91

                
	 
      	
                  Section
      11.7

                	 
      	
                  Rights
      Cumulative.

                	
                  91

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XII

                	
                  THE
      AGENT

                	
                  91

                
	 
      	 
      	 
      	 
      	 
	 
      	
                  Section
      12.1

                	 
      	
                  Authorization
      and Action.

                	
                  91

                
	 
      	
                  Section
      12.2

                	 
      	
                  Administrative
      Agent’s Reliance, Etc.

                	
                  92

                
	 
      	
                  Section
      12.3

                	 
      	
                  Notice
      of Defaults.

                	
                  93

                
	 
      	
                  Section
      12.4

                	 
      	
                  Wells
      Fargo as Lender.

                	
                  93

                
	 
      	
                  Section
      12.5

                	 
      	
                  Approvals
      of Lenders.

                	
                  94

                
	 
      	
                  Section
      12.6

                	 
      	
                  Lender
      Credit Decision, Etc.

                	
                  94

                
	 
      	
                  Section
      12.7

                	 
      	
                  Indemnification
      of Administrative Agent.

                	
                  95

                
	 
      	
                  Section
      12.8

                	 
      	
                  Successor
      Administrative Agent.

                	
                  96

                
	 
      	
                  Section
      12.9

                	 
      	
                  Titled
      Agents.

                	
                  96

                
	 
      	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XIII

                	
                  MISCELLANEOUS

                	
                  97

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Section
      13.1

                	 
      	
                  Notices.

                	
                  97

                
	 
      	
                  Section
      13.2

                	 
      	
                  Expenses.

                	
                  98

                
	 
      	
                  Section
      13.3

                	 
      	
                  Stamp,
      Intangible and Recording Taxes.

                	
                  98

                
	 
      	
                  Section
      13.4

                	 
      	
                  Electronic
      Document Deliveries.

                	
                  98

                
	 
      	
                  Section
      13.5

                	 
      	
                  Litigation;
      Jurisdiction; Other Matters; Waivers.

                	
                  99

                
	 
      	
                  Section
      13.6

                	 
      	
                  Successors
      and Assigns.

                	
                  100

                
	 
      	
                  Section
      13.7

                	 
      	
                  Amendments.

                	
                  103

                
	 
      	
                  Section
      13.8

                	 
      	
                  Nonliability
      of Administrative Agent and Lenders.

                	
                  105

                
	 
      	
                  Section
      13.9

                	 
      	
                  Confidentiality.

                	
                  105

                
	 
      	
                  Section
      13.10

                	 
      	
                  Indemnification.

                	
                  106

                
	 
      	
                  Section
      13.11

                	 
      	
                  Termination;
      Survival.

                	
                  107

                
	 
      	
                  Section
      13.12

                	 
      	
                  Severability
      of Provisions.

                	
                  107

                
	 
      	
                  Section
      13.13

                	 
      	
                  Governing
      Law.

                	
                  108

                
	 
      	
                  Section
      13.14

                	 
      	
                  Counterparts.

                	
                  108

                
	 
      	
                  Section
      13.15

                	 
      	
                  Obligations
      with Respect to Loan Parties.

                	
                  108

                
	 
      	
                  Section
      13.16

                	 
      	
                  Independence
      of Covenants.

                	
                  108

                
	 
      	
                  Section
      13.17

                	 
      	
                  Limitation
      of Liability.

                	
                  108

                
	 
      	
                  Section
      13.18

                	 
      	
                  USA
      Patriot Act Notice.  Compliance.

                	
                  108

                
	 
      	
                  Section
      13.19

                	 
      	
                  Entire
      Agreement.

                	
                  109

                
	 
      	
                  Section
      13.20

                	 
      	
                  Construction.

                	
                  109

                


        

      

    


    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    


    
      	
              SCHEDULE
      1.1(A)

            	
              Pro
      Rata Shares of Lenders and Outstanding Balances as of Effective
      Date

            


    

    
      	
              SCHEDULE
      1.1(B)

            	
              List
      of Loan Parties

            


    

    
      	
              SCHEDULE
      1.1(C)

            	
              List
      of Persons Excluded from Definition of “Unconsolidated
      Affiliate”

            


    

    
      	
              SCHEDULE
      4.1

            	
              Initial
      Pool Assets

            


    

    
      	
              SCHEDULE
      7.1(b)

            	
              Ownership
      Structure

            


    

    
      	
              SCHEDULE
      7.1(f)

            	
              List
      of Properties and Marketable
Securities

            


    

    
      	
              SCHEDULE
      7.1(g)

            	
              Existing
      Indebtedness

            


    

    
      	
              SCHEDULE
      7.1(h)

            	
              Material
      Contracts

            


    

    
      	
              SCHEDULE
      7.1(i)

            	
              Litigation

            


    

    
      	
              SCHEDULE
      7.1(x)

            	
              List
      of Properties owned by non-Borrower or Guarantor
  parties

            


    

    
      	
              SCHEDULE
      10.8

            	
              Certain
      Transactions with Affiliates

            


    

    
      	
              SCHEDULE
      11.1(d)

            	
              Indebtedness
      in known non-monetary default

            


    

    


     

    
      	
              EXHIBIT
      A

            	
              Form
      of Assignment and Acceptance
Agreement

            


    

    
      	
              EXHIBIT
      B

            	
              Form
      of Pool Certificate

            


    

    
      	
              EXHIBIT
      C

            	
              Form
      of Guaranty

            


    

    
      	
              EXHIBIT
      D-1

            	
              Form
      of Notice of Borrowing

            


    

    
      	
              EXHIBIT
      D-2

            	
              Form
      of Notice of Swingline Borrowing

            


    

    
      	
              EXHIBIT
      E

            	
              Form
      of Notice of Continuation

            


    

    
      	
              EXHIBIT
      F

            	
              Form
      of Notice of Conversion

            


    

    
      	
              EXHIBIT
      G-1

            	
              Form
      of Revolving Note

            


    

    
      	
              EXHIBIT
      G-2

            	
              Form
      of Swingline Note

            


    

    
      	
              EXHIBIT
      G-3

            	
              Form
      of Bid Rate Note

            


    

    
      	
              EXHIBIT
      H

            	
              Form
      of Opinion of Counsel

            


    

    
      	
              EXHIBIT
      I

            	
              Form
      of Compliance Certificate

            


    

    
      	
              EXHIBIT
      J

            	
              Form
      of Designation Agreement

            


    

    
      	
              EXHIBIT
      K-1

            	
              Form
      of Bid Rate Quote Request

            


    

    
      	
              EXHIBIT
      K-2

            	
              Form
      of Bid Rate Quote

            


    

    
      	
              EXHIBIT
      K-3

            	
              Form
      of Bid Rate Quote Acceptance

            


    

    
      	
              EXHIBIT
      L

            	
              Form
      of Solvency Certificate

            


    

    
      	
              EXHIBIT
      M

            	
              Form
      of Transfer Authorizer
Designation

            


    


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    


    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

    


    THIS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of
October 17, 2008 by and among EQUITY ONE, INC., a corporation organized under
the laws of the State of Maryland (the “Borrower”), each of the
financial institutions initially a signatory hereto together with their
assignees under Section 13.6(d) (the
“Lenders”), SUNTRUST
BANK, as Syndication Agent, BANK OF AMERICA, N.A. and PNC BANK, NATIONAL
ASSOCIATION as Co-Documentation Agents, and WELLS FARGO BANK, NATIONAL
ASSOCIATION (“Wells
Fargo”) as contractual representative of the Lenders to the extent and in
the manner provided in Article XII (in such
capacity, the “Administrative
Agent”) and as Sole Lead Arranger.

    


    WHEREAS,
Borrower, certain Lenders and Administrative Agent previously entered into an
Amended and Restated Credit Agreement dated as of January 17, 2006, as amended
by Amendment No. 1 to Credit Agreement dated as of March 22, 2007 and Amendment
No. 2 to Credit Agreement dated as of August 31, 2007 (as amended, the “Prior Credit Agreement”),
under which Lenders made available to Borrower, on an unsecured basis, a
$227,000,000 revolving credit facility, which included a $20,000,000 letter of
credit subfacility, a $35,000,000 swingline subfacility and a competitive bid
subfacility of fifty percent (50%) of the then existing Commitments under the
Loan;

    


    AND
WHEREAS, the parties now desire to fully amended and restate the Prior Credit
Agreement to change the Lenders to the Agreement and to make certain other
changes and modifications, all on the terms and conditions contained
herein.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties hereto agree as
follows:

    


    
      ARTICLE
I           DEFINITIONS

    

    


    Section
1.1          
  Definitions.

    


    In
addition to terms defined elsewhere herein, the following terms shall have the
following meanings for the purposes of this Agreement:

    


    “Absolute Rate” has the meaning
given that term in Section
2.4(c)(ii).

    


    “Absolute Rate Auction” means a
solicitation of Bid Rate Quotes setting forth Absolute Rates pursuant to Section
2.4(b).

    


    “Absolute Rate Loan” means a
Bid Rate Loan, in which the interest rate is determined on the basis of an
Absolute Rate pursuant to an Absolute Rate Auction.

    


    “Accession Agreement” means an
Accession Agreement substantially in the form of Annex I to the
Guaranty.

    


    “Additional Costs” has the
meaning given that term in Section
5.1.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Adjusted Cap Rate” means, as
of any date of determination, the average capitalization rate, rounded to the
nearest one-quarter of one percent and weighted for sale amounts, during the
preceding twelve months for all U.S. transactions of “strip retail properties”
as published by the Real Capital Analytics, or, if such average capitalization
rate is not being published by the Real Capital Analytics, as published by a
replacement service acceptable to Administrative Agent in its reasonable
discretion; provided, however, such rate
shall not be less than 7.75% nor greater than 8.5%.

    


    “Affiliate” means, with respect
to any Person, a Person (other than the Administrative Agent or any Lender): (a)
directly or indirectly controlling, controlled by, or under common control with,
such Person; (b) directly or indirectly owning or holding ten percent (10%) or
more of any Equity Interest in such Person; or (c) ten percent (10%) or more of
whose voting stock or other Equity Interest is directly or indirectly owned or
held by such Person.  For purposes of this definition, “control”
(including with correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities or by contract or
otherwise.  The Affiliates of a Person shall include any officer or
director of such Person.  In no event shall the Administrative Agent
or any Lender be deemed to be an Affiliate of the Borrower.

    


    “Administrative Agent” means
Wells Fargo Bank, National Association, as contractual representative for the
Lenders under the terms of this Agreement, and any of its successors in such
capacity.

    


    “Agreement Date” means the date
as of which this Agreement is dated.

    


    “Applicable Law” means all
applicable provisions of constitutions, statutes, rules, regulations and orders
of all governmental bodies and all orders and decrees of all courts, tribunals
and arbitrators.

    


    “Applicable Margin” shall mean
the respective percentage rates set forth below corresponding to the Credit
Ratings of the Borrower prevailing as of the date of rate determination as
assigned by the applicable Rating Agencies:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Level

                                	
                                  Credit
      Rating

                                  (from
      S&P and one other Rating Agency)

                                	
                                  Applicable
      Margin for LIBOR Loans

                                
	
                                  1

                                	
                                  A-/A3
      or equivalent or higher

                                	
                                  1.00%

                                
	
                                  2

                                	
                                  BBB+/Baa1
      or equivalent

                                	
                                  1.10%

                                
	
                                  3

                                	
                                  BBB/Baa2
      or equivalent

                                	
                                  1.225%

                                
	
                                  4

                                	
                                  BBB-/Baa3
      or equivalent

                                	
                                  1.40%

                                
	
                                  5

                                	
                                  Less
      than BBB-/Baa3 or equivalent or no rating from S&P and one other
      Rating Agency

                                	
                                  1.70%

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    During
any period that the Borrower receives two Credit Ratings, if the Rating Agencies
assign Credit Ratings which correspond to different Levels in the above table
resulting in different Applicable Margin determinations, the Applicable Margin
will be determined based on the Level corresponding to the higher of the two
Credit Ratings.  During any period that the Borrower receives more
than two Credit Ratings and none of such Credit Ratings is equivalent, the
Applicable Margin shall equal the average of the Applicable Margins
corresponding to the two more favorable of such Credit
Ratings.  Borrower shall provide to Administrative Agent notice of
each anticipated or actual change in a Credit Rating within three (3) Business
Days of Borrower’s knowledge thereof.  Each change in the Applicable
Margin resulting from a change in a Credit Rating of the Borrower shall take
effect on the first calendar day of the month following the month in which such
Credit Rating is publicly announced by the relevant Rating Agency.  As
of the Agreement Date, the Applicable Margin for LIBOR Loans equals one and
four-tenths of one percent (1.4%).


    
      
         


      

      
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2

        
          

        

      

      
         


      

    


    “Asset Value”
means:

    


    (a)     
      with respect to any Subsidiary at a given
time, the sum of (i) EBITDA of such
Subsidiary at such time for the fiscal quarter most recently ended multiplied by
four (4) and divided by the Initial Cap Rate or, from and after the Initial
Termination Date, the Adjusted Cap Rate, plus (ii) the book
value of all CIP of such Subsidiary as of the end of the Borrower’s fiscal
quarter most recently ended; and

    


    (b)     
      with respect to any Unconsolidated Affiliate
at a given time the sum of (i) with respect
to any of such Unconsolidated Affiliate’s Properties, the Borrower’s Ownership
Share of EBITDA of such Unconsolidated Affiliate attributable to such Properties
for the fiscal quarter most recently ended multiplied by four (4) and divided by
the Initial Cap Rate or, from and after the Initial Termination Date, the
Adjusted Cap Rate, plus (ii) with
respect to any of such Unconsolidated Affiliate’s CIP, the Borrower’s Ownership
Share of the book value of such CIP as of the end of the Borrower’s fiscal
quarter most recently ended.

    


    “Assignee” has the meaning
given that term in Section
13.6(c).

    


    “Assignment and Acceptance
Agreement” means an Assignment and Acceptance Agreement among a Lender,
an Assignee and the Administrative Agent, substantially in the form of Exhibit
A.

    


    “Base Rate” means the greater of (a) the Federal
Funds Rate plus
one-half of one percent (0.5%) or (b) the Prime Rate.  Each change in
the Base Rate shall become effective without prior notice to the Borrower or the
Lenders automatically as of the opening of business on the date of such change
in the Base Rate.

    


    “Base Rate Loan” means a Loan
bearing interest at a rate based on the Base Rate.

    


    “Benefit Arrangement” means at
any time an employee benefit plan within the meaning of Section 3(3) of ERISA
which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.

    


    “Bid Rate Borrowing” has the
meaning given that term in Section
2.4(b).

    


    “Bid Rate Loan” means a loan
made by a Lender under Section
2.4(a).

    


    “Bid Rate Note” means a
promissory note of the Borrower substantially in the form of Exhibit G-3, payable
to the order of a Lender as originally in effect and otherwise duly
completed.

    


    “Bid Rate Quote” means an offer
in accordance with Section 2.4(c) by a
Lender to make a Bid Rate Loan with one single specified interest
rate.


    
      
         


      

      
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3

        
          

        

      

      
         


      

    


    “Bid Rate Quote Request” has
the meaning given that term in Section
2.4(b).

    


    “Borrower” has the meaning set
forth in the introductory paragraph hereof and shall include the Borrower’s
successors and permitted assigns.

    


    “Business Day” means (a) any
day other than a Saturday, Sunday or other day on which banks in Tampa, Florida
or San Francisco, California are authorized or required to close and (b) with
reference to a LIBOR Loan, any such day that is also a day on which dealings in
Dollar deposits are carried out in the London interbank market.

    


    “Capitalized Lease Obligation”
means obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.  The amount of a
Capitalized Lease Obligation is the capitalized amount of such obligation
determined in accordance with GAAP.

    


    “CIP” means
construction-in-progress, together with any related Land held for development,
all as determined in accordance with GAAP.

    


    “Commitment” means, as to each
Lender, such Lender’s obligation to make Revolving Loans pursuant to Section 2.1, and to
issue (in the case of the Administrative Agent) or participate in (in the case
of the other Lenders) Letters of Credit pursuant to Section 2.2(a) and 2.2(i) respectively,
and to make (in the case of the Administrative Agent) or participate in (in the
case of other Lenders) Swingline Loans pursuant to Section 2.3(e), in an
amount up to, but not exceeding the amount set forth for such Lender on Schedule 1.1(A)
attached hereto as such Lender’s “Commitment Amount” or as set forth in the
applicable Assignment and Acceptance Agreement, or as appropriate to reflect any
assignments to or by such Lender effected in accordance with Section
13.6.

    


    “Compliance Certificate” has
the meaning given that term in Section
9.3.

    


    “Contingent Obligation” as
applied to any Person, means any direct or indirect liability, contingent or
otherwise, of that Person with respect to any Indebtedness, lease, dividend or
other payment obligation of another Person if the primary purpose or intent of
the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be
paid or discharged, or that the holders of such liability will be protected (in
whole or in part) against loss with respect thereto.  Contingent
Obligations shall include (i) any
Guaranty of the Indebtedness of another (other than of such Person
for liabilities arising from reasonable and customary exceptions to Nonrecourse
Indebtedness, such as for fraud, willful misrepresentation, misapplication of
funds (including misappropriation of security deposits and failure to apply
rents to operating expenses or debt service), indemnities relating to
environmental matters and waste of property constituting security for such
Nonrecourse Indebtedness, post-default interest, attorney’s fees and other costs
of collection to the extent not covered by the value of the property
constituting security for such Nonrecourse Indebtedness and other similar
exceptions to recourse liability, none of which liabilities shall be deemed to
be Contingent Obligations), (ii) the obligation to make take-or-pay or similar
payments if required regardless of nonperformance by any other party or parties
to an agreement, and (iii) any liability of such Person for the Indebtedness of
another through any agreement to purchase, repurchase or otherwise acquire such
obligation or any property constituting security therefor, to provide funds for
the payment or discharge of such obligation or to maintain the solvency,
financial condition or any balance sheet item or level of income of
another.  The amount of any Contingent Obligation shall be equal to
the amount of the obligation so guaranteed or otherwise supported or, if not a
fixed and determined amount, the maximum amount so guaranteed.


    
      
         


      

      
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4

        
          

        

      

      
         


      

    


    “Continue”, “Continuation” and
“Continued” each refers to the continuation of a LIBOR Loan from one Interest
Period to another Interest Period pursuant to Section
2.9.

    


    “Convert”, “Conversion” and
“Converted” each refers to the conversion of a Loan of one Type into a Loan of
another Type pursuant to Section
2.10.

    


    “Credit Event” means any of the
following: (a) the making (or deemed making) of any Loan, (b) the Conversion of
a Loan, (c) the Continuation of a LIBOR Loan and (d) the issuance of a Letter of
Credit.

    


    “Credit Rating” means the
rating assigned by a Rating Agency to each series of rated senior unsecured long
term indebtedness of the Borrower.

    


    “Daily LIBOR Rate” means, for
purposes of calculating effective rates of interest for any Daily Rate Loan, the
rate of interest for a period of one day, rounded up to the nearest whole
multiple of one-hundredth of one percent (0.01%), obtained by (a) dividing (i)
the rate of interest, rounded upward to the nearest whole multiple of
one-sixteenth of one percent (0.0625%), quoted by the Administrative Agent from
time to time as the London Inter-Bank Offered Rate for deposits in U.S. Dollars
at approximately 9:00 a.m. Pacific time by (ii) a percentage
equal to 1 minus the Reserve
Percentage, plus (b) three
percent (3.00%).  Each determination of Daily LIBOR by the Lender then
acting as Administrative Agent shall, in the absence of demonstrable error, be
conclusive and binding (Administrative Agent’s source of such quote shall be
available to Borrower upon request).

    


    “Daily Rate Loan” means a Loan
bearing interest at the Daily LIBOR Rate.

    


    “Default” means any of the
events specified in Section 11.1, whether
or not there has been satisfied any requirement for the giving of notice, the
lapse of time, or both.

    


    “Defaulting Lender” has the
meaning set forth in Section
3.11.

    


    “Derivatives Contract” means
any and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond
index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of
any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master
agreement.  Not in limitation of the foregoing, the term “Derivatives
Contract” includes any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement, including any such obligations or
liabilities under any such master agreement.


    
      
         


      

      
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5

        
          

        

      

      
         


      

    


    “Derivatives Termination Value”
means, in respect of any one or more Derivatives Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such
Derivatives Contracts, (a) for any date on or after the date such Derivatives
Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a) the amount(s) determined as the mark-to-market value(s)
for such Derivatives Contracts, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such
Derivatives Contracts (which may include the Administrative Agent or any
Lender).

    


    “Designated Lender” means any
Person which would qualify as an Eligible Assignee or a special purpose entity
which is an affiliate of, or sponsored by, a Lender, that is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business and that issues (or the direct or indirect parent of which issues)
commercial paper rated at least P-1 (or the then equivalent grade) by Moody’s or
A-1 (or the then equivalent grade) by S&P that, in either case, (a) is
organized under the laws of the United States of America or any state thereof or
is a foreign banking institution authorized to do business in the United States
through a domestic branch or subsidiary, (b) shall have become a party to this
Agreement pursuant to Section 13.6(d) and
(c) is not otherwise a Lender, together with its respective successors and
permitted assigns, and, as the context requires, includes the Swingline Lender;
provided, however, that the
term “Lender” shall exclude each Designated Lender when used in reference to any
Loan other than a Bid Rate Loan, the Commitments or terms relating to any Loan
other than a Bid Rate Loan and the Commitments and shall further exclude each
Designated Lender for all other purposes hereunder except that any Designated
Lender which funds a Bid Rate Loan shall, subject to Section 13.6(d), have
the rights (including the rights given to a Lender contained in Sections 13.2 and 13.10) and
obligations of a Lender associated with holding such Bid Rate Loan.

    


    “Designated Lender Note” means
a Bid Rate Note of the Borrower evidencing the obligation of the Borrower to
repay Bid Rate Loans made by a Designated Lender.

    


    “Designating Lender” has the
meaning given that term in Section
13.6(d).

    


    “Designation Agreement” means a
Designation Agreement between a Lender and a Designated Lender and accepted by
the Administrative Agent, substantially in the form of Exhibit J or such
other form as may be agreed to by such Lender, such Designated Lender and the
Administrative Agent.


    
      
         


      

      
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6

        
          

        

      

      
         


      

    


    “Development Property” means a
Property currently under development that has not achieved a Leasing Rate of
eighty percent (80%) or more or, subject to the last sentence of this
definition, on which the improvements (other than tenant improvements on
unoccupied space) related to the development have not been
completed.  The term “Development Property” shall include real
property of the type described in the immediately preceding sentence to be (but
not yet) acquired by the Borrower, any Subsidiary or any Unconsolidated
Affiliate upon completion of construction pursuant to a contract in which the
seller of such real property is required to develop or renovate prior to, and as
a condition precedent to, such acquisition or real property being developed by
third parties with related indebtedness that the Borrower, any Subsidiary or any
Unconsolidated Affiliate has guaranteed or as to which any such Person is
otherwise obligated.  A Development Property on which all improvements
(other than tenant improvements on unoccupied space) related to the development
of such Property have been substantially completed for at least twelve (12)
months shall cease to constitute a Development Property notwithstanding the fact
that such Property has not achieved a Leasing Rate of at least eighty percent
(80%).

    


    “Dollars” or “$” means the lawful currency
of the United States of America.

    


    “EBITDA” means, with respect to
any Person for any period and without duplication, the sum of (a) net
earnings (loss) of such Person (before minority interests and preferred
distributions) for such period (excluding equity in net earnings or net loss of
Unconsolidated Affiliates) excluding the
following amounts (but only to the extent included in determining net earnings
(loss) for such period): (i) depreciation and amortization expense and other
non-cash charges of such Person for such period; (ii) interest expense of such
Person for such period; (iii) income tax expense of such Person in respect of
such period; (iv) extraordinary and nonrecurring gains and losses of such Person
for such period, including without limitation, gains and losses from the sale of
assets (except gains and losses from sales of outparcels developed for sale),
write-offs and forgiveness of debt; and (v) revenue from dividends paid from
Marketable Securities, including without limitation any interest and dividend
revenue received from Affiliates listed on Schedule 1.1(C);
plus (b) such
Person's Ownership Share of EBITDA (calculated as referred to in the foregoing
clause (a)) of each Unconsolidated Affiliate; plus (c) revenue from
interest and dividends paid from Marketable Securities, including without
limitation any interest and dividend revenue received from Affiliates listed on
Schedule
1.1(C), provided, however, that any
such revenue which is paid on other than a quarterly basis shall be, for
purposes of calculating EBITDA, allocated (as applicable) over a four-quarter
period as if such revenue were paid quarterly.

    


    “Effective Date” means the
later of: (a) the Agreement Date; and (b) the date on which all of the
conditions precedent set forth in Section 6.1 shall
have been fulfilled or waived in writing by the Administrative
Agent.

    


    “Eligible Assignee” means any
Person that is:  (a) an existing Lender; (b) a commercial bank, trust
company, savings and loan association, savings bank, insurance company,
investment bank or pension fund organized under the laws of the United States of
America, any state thereof or the District of Columbia, and having total assets
in excess of $5,000,000,000 ; or (c) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Co-operation and Development, or a political subdivision of any such country,
and having total assets in excess of $10,000,000,000, provided that such bank is
acting through a branch, agency or international banking facility located in the
United States of America.  If such Person is not currently a Lender,
such Person’s (or in the case of a bank which is a subsidiary, such bank’s
parent’s) senior unsecured long term indebtedness must be rated BBB or higher by
S&P, Baa2 or higher by Moody’s or the equivalent or higher of either such
rating by another Rating Agency.


    
      
         


      

      
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7

        
          

        

      

      
         


      

    


    “Eligible Cash” means all
unencumbered cash and cash equivalents (excluding cash and cash equivalents the
disposition of which is restricted) held in a United States account wholly owned
by Borrower or a Guarantor.

    


    “Eligible Encumbered Property”
means Property (other than CIP or Eligible Ground Leases) that secures
Indebtedness with a ratio of the unpaid balance of said Indebtedness to the
Pool Value of said Property that is less than or equal to forty percent (40%)
(such calculation to be made upon initial inclusion of the Property in the Pool
and on the last day of each calendar quarter thereafter for so long as the
Property is to be included in the Pool).

    


    “Eligible Ground Leases” means
a ground lease of real property in which Borrower or a Wholly Owned Subsidiary
is ground lessee and which meets all of the following requirements:

    


    (a)   
        Such lease has a remaining term
(including renewal options exercisable at lessee’s sole option) of not less than
twenty-five (25) years, and

    


    (b)      
     Administrative Agent has determined, in its
reasonable discretion, that the ground lease is financeable in that it provides
or allows for (either in the ground lease or in a current valid estoppel letter
executed by the ground lessor), without further consent from the ground lessor,
(i) notice and right to cure to ground lessee’s mortgage lender, (ii) a pledge
and mortgage of the leasehold interest, and (iii) recognition of a foreclosure
of the leasehold interest (including no prohibition on entering into a new lease
between ground lessor and the acquirer at a foreclosure sale by ground lessee’s
mortgage lender).

    


    “Eligible Pool Asset” means a
Property (whether an Eligible Encumbered Property, Eligible Ground Lease, CIP or
otherwise), Marketable Security or Eligible Cash which satisfies at all times,
from and after its inclusion as a Pool Asset in accordance with Section 4.1 and until
such asset is removed from the Pool in accordance with Section 4.2 or Section 4.3, all of
the following requirements as certified by Borrower to Administrative Agent at
such time as the Eligible Pool Asset is added to the Pool and from time to time
thereafter in accordance with the provisions of this Agreement:

    


    (a)        
   if such Eligible Pool Asset is Property, such Eligible Pool
Asset is owned in fee simple (or pursuant to an approved leasehold interest, in
the case of Eligible Ground Leases) by the Borrower or a Wholly Owned
Subsidiary;

    


    (b)            if
such Eligible Pool Asset is a Marketable Security, such Marketable Security
shall consist of either (i) common or preferred shares of companies domiciled in
the United States (i.e., no ADR’s), and listed on the NYSE, NASDAQ or other
recognized United States exchange and quoted on at least a daily basis on such
exchange, (ii) common shares in DIM Vastgoed N.V., so long as they are traded on
NYSE Euronext or a comparable recognized exchange, or (iii) debt securities
rated BBB- / Baa3 or better and issued by companies domiciled in the United
States;


    
      
         


      

      
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8

        
          

        

      

      
         


      

    


    (c)       
    other than with respect to Eligible Encumbered Property,
regardless of whether such Eligible Pool Asset is owned by the Borrower or a
Wholly Owned Subsidiary, the Borrower has the right directly, or indirectly
through a Wholly Owned Subsidiary, to take the following actions without the
need to obtain the consent of any Person:  (i) to create a Lien on
such Eligible Pool Asset as security for Indebtedness of the Borrower or such
Wholly Owned Subsidiary, as applicable and (ii) to sell, transfer or otherwise
dispose of such Eligible Pool Asset, provided, however, that, with
respect to not
greater than fifty percent
(50%) of the Eligible Pool Assets, the foregoing limitation shall not apply to
Properties subject to binding, fully executed purchase contracts, not in
default, which have, unless otherwise approved by Requisite Lenders, a scheduled
closing date under such contracts not greater than one-hundred eighty (180) days
following the execution date thereof;

    


    (d)    
       other than with respect to Eligible
Encumbered Property, neither such Eligible Pool Asset, nor if such Eligible Pool
Asset is owned by a Wholly Owned Subsidiary, any of the Borrower’s direct or
indirect ownership interest in such Wholly Owned Subsidiary, is subject to any
Lien other than Permitted Liens;

    


    (e)    
       such Eligible Pool Asset (to the
extent a Property) is free of all structural defects, title defects,
environmental conditions or other adverse matters except for Permitted Liens and
defects, conditions or matters individually or collectively which are not
material to the profitable operation of such Eligible Pool Asset;

    


    (f)       
     to the extent such Eligible Pool Asset is a
Property, Borrower has obtained an environmental study from a third party
consultant that indicates the property has no material recognized environmental
condition which, in Borrower’s reasonable discretion, impedes its intended use
or materially impacts its salability or financing potential; and

    


    (g)     
      if such Eligible Pool Asset is owned by a
Wholly Owned Subsidiary, such Wholly Owned Subsidiary has already or will become
a Guarantor hereunder prior to such Eligible Pool Asset being treated as an
Eligible Pool Asset (to the extent required by the provisions of Section 8.14
below).

    


    “Environmental Laws” means any
Applicable Law relating to environmental protection or the manufacture, storage,
disposal or clean-up of Hazardous Materials including, without limitation, the
following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution
Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, 42 U.S.C. §
6901 et seq.; Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. §
4321 et seq.; regulations of the Environmental Protection Agency and any
applicable rule of common law and any judicial interpretation thereof relating
primarily to the environment or Hazardous Materials.


    
      
         


      

      
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9

        
          

        

      

      
         


      

    


    “Equity Interest” means, with
respect to any Person, any share of capital stock of (or other ownership or
profit interests in) such Person, any warrant, option or other right for the
purchase or other acquisition from such Person of any share of capital stock of
(or other ownership or profit interests in) such Person, any security
convertible into or exchangeable for any share of capital stock of (or other
ownership or profit interests in) such Person or warrant, right or option for
the purchase or other acquisition from such Person of such shares (or such other
interests), and any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests therein),
whether voting or nonvoting, and whether or not such share, warrant, option,
right or other interest is authorized or otherwise existing on any date of
determination.

    


    “Equity Issuance” means any
issuance or sale by a Person of any Equity Interest.

    


    “ERISA” means the Employee
Retirement Income Security Act of 1974, as in effect from time to
time.

    


    “ERISA Group” means the
Borrower, any Subsidiary and all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Borrower or any Subsidiary, are treated as a single
employer under Section 414 of the Internal Revenue Code.

    


    “Event of Default” means any of
the events specified in Section 11.1,
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.

    


    “Fair Market Value” means, with
respect to any asset, the price which could be negotiated in an arm’s-length
free market transaction, for cash, between a willing seller and a willing buyer,
neither of which is under pressure or compulsion to complete the
transaction.  Except as otherwise provided herein, Fair Market Value
shall be determined by the Board of Directors of the Borrower (or an authorized
committee thereof) acting in good faith conclusively evidenced by a board
resolution thereof delivered to the Administrative Agent or, with respect to any
asset valued at up to $1,000,000, such determination may be made by the chief
financial officer of the Borrower evidenced by an officer’s certificate
delivered to the Administrative Agent.

    


    “Federal Funds Rate” means, for
any period, a fluctuating interest rate per annum equal for each day during such
period to the weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System arranged by Federal
Funds brokers, as published for such day (or, if such day is not a Business Day,
for the preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for such day on such transactions received by the
Administrative Agent from three Federal Funds brokers of recognized standing
selected by the Administrative Agent.

    


    “Fee Letter” means that certain
letter agreement dated September 9, 2008 between the Administrative Agent and
the Borrower with respect to certain fees payable by the Borrower to and for the
benefit of Administrative Agent in connection with this
Agreement.


    
      
         


      

      
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10

        
          

        

      

      
         


      

    


    “Fees” means the fees and
commissions provided for or referred to in Section 3.6 and any
other fees payable by the Borrower to the Administrative Agent or any other
Lender hereunder or under any other Loan Document.

    


    “FIRREA” means the Financial
Institution Recovery, Reform and Enforcement Act of 1989, as
amended.

    


    “Fixed Charges” means, with
respect to a Person and for a given period, the sum of (a) the Interest
Expense of such Person for such period, plus (b) the
aggregate of all scheduled principal payments on Indebtedness made by such
Person during such period (excluding balloon, bullet or similar payments of
principal due upon the stated maturity of Indebtedness) including a
proportionate share of same for all Unconsolidated Affiliates, plus (c) the
aggregate of all dividends paid or accrued by such Person on any Preferred Stock
during such period including a proportionate share of same for all
Unconsolidated Affiliates, plus (d) the Reserve
for Replacements for all Property owned by such Person as of the end of such
period.

    


    “Funds From Operations” means,
with respect to a Person and for a given period, (a) net income (loss) of such
Person determined on a consolidated basis for such period minus (or plus) (b)
gains (or losses) from debt restructuring and sales of property during such
period plus (c) depreciation with respect to such Person’s real estate assets
and amortization (other than amortization of deferred financing costs) of such
Person for such period, all after adjustment for unconsolidated partnerships and
joint ventures.

    


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

    


    “Governmental Approvals” means
all authorizations, consents, approvals, licenses and exemptions of,
registrations and filings with, and reports to, all Governmental
Authorities.

    


    “Governmental Authority” means
any national, state or local government (whether domestic or foreign), any
political subdivision thereof or any other governmental, quasi-governmental,
judicial, public or statutory instrumentality, authority, body, agency, bureau
or entity (including, without limitation, the Federal Deposit Insurance
Corporation, the Comptroller of the Currency or the Federal Reserve Board, any
central bank or any comparable authority) or any arbitrator with authority to
bind a party at law.

    


    “Gross Asset Value” means, at a
given time, the
sum (without
duplication) of:

    


    (a)        
   Operating Property Value at such time, plus

    


    (b)       
    all cash and cash equivalents (excluding cash and cash
equivalents the disposition of which is restricted) of the Borrower and its
Subsidiaries at such time; plus


    
      
         


      

      
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    (c)      
     Borrower’s and its Subsidiaries’ respective
Ownership Shares of all cash and cash equivalents (excluding cash and cash
equivalents the disposition of which is restricted) of each Unconsolidated
Affiliate at such time, plus

    


    (d)       
    the current book value of all CIP, plus

    


    (e)      
     the Borrower’s and its Subsidiaries’ respective
Ownership Shares of the current book values of all CIP of each Unconsolidated
Affiliate, plus

    


    (f)       
     the purchase price paid by the Borrower or any
Subsidiary (less any amounts paid to the Borrower or such Subsidiary as a
purchase price adjustment (i.e., the net effective purchase price, after taking
into account any net credits to the stated purchase price), held in escrow,
retained as a contingency reserve, or in connection with other similar
arrangements) for any Property acquired by the Borrower or such Subsidiary
during the immediately preceding two fiscal quarters of the Borrower, plus

    


    (g)      
     the Borrower’s and its Subsidiaries’ respective
Ownership Shares of the purchase price paid by any Unconsolidated Affiliate
(less any amounts paid to such Unconsolidated Affiliate as a purchase price
adjustment, held in escrow, retained as a contingency reserve, or in connection
with other similar arrangements) for any Property acquired by such
Unconsolidated Affiliate during the immediately preceding two fiscal quarters of
the Borrower, plus

    


    (h)      
     the contractual purchase price of Properties of
the Borrower and its Subsidiaries and Borrower’s and its Subsidiaries’ Ownership
Share of the contractual purchase price of Properties of the Borrower’s
Unconsolidated Affiliates, subject to purchase obligations, repurchase
obligations, forward commitments and unfunded obligations to the extent such
obligations and commitments are included in determinations of Total Liabilities,
plus

    


    (i)        
    the current book value of Land held for development
(including Borrower’s and its Subsidiaries’ Ownership Share of Land held for
development by Borrower’s Unconsolidated Affiliates, but not including Land
included in subsection (d) or (e) above), plus

    


    (j)         
   the current book value (including Borrower’s and its
Subsidiaries’ Ownership Share with respect to Borrower’s Unconsolidated
Affiliates) of accounts receivable (deemed collectable in the ordinary course of
business and less than ninety (90) days outstanding) and notes receivable
(deemed to be collectable) net of collection reserves, plus

    


    (k)          
 the current market value of Marketable Securities owned by Borrower and
its Subsidiaries; provided, however, that if more
than five percent (5%) of the Gross Asset Value is attributable to Marketable
Securities, then the value of such Marketable Securities in excess of five
percent (5%) of Gross Asset Value shall be limited solely to the market value of
common or preferred shares of companies domiciled in the United States (i.e., no
ADR’s), and listed on the NYSE, NASDAQ or other recognized United States
exchange and quoted on at least a daily basis on such exchange, unless such
Marketable Securities are debt securities, in which case such securities shall
be valued at the lesser of (i) the cost or
(ii) the market value of such securities, which debt securities in any event
must be rated BBB- / Baa3 or better and issued by companies domiciled in the
United States.


    
      
         


      

      
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    In
limitation of the foregoing, (i) no more than five percent (5%) of the Gross
Asset Value may be attributable to the current book value of land held for
development (not including book value of such land included in CIP), (ii) no
more then five percent (5%) of the Gross Asset Value may be attributable to the
book value of current portions of accounts receivable and notes receivable net
of collection reserves, (iii) no more than ten percent (10%) of the Gross Asset
Value may be attributable to Marketable Securities, and (iv) no more than ten
percent (10%) of the Gross Asset Value may be attributable to Persons excluded
from the definition of “Unconsolidated Affiliate” by operation of the proviso
therein.  Without limiting Borrower’s continuing obligations under
Sections 10.1(g) and (h), any Gross Asset
Value in excess of any limitation set forth therein shall be
excluded.

    


    “Guarantor” means any Person
that is party to the Guaranty as a “Guarantor” and in any event shall include
each Person which is required to execute a Guaranty pursuant to the provisions
of Section
8.14.

    


    “Guaranty”, “Guaranteed” or to “Guarantee” as applied to any
obligation means and includes:  (a) a guaranty (other than by
endorsement of negotiable instruments for collection in the ordinary course of
business), directly or indirectly, in any manner, of any part or all of such
obligation, or (b) an agreement, direct or indirect, contingent or otherwise,
and whether or not constituting a guaranty, the practical effect of which is to
assure the payment or performance (or payment of damages in the event of
nonperformance) of any part or all of such obligation whether by: (i) the
purchase of securities or obligations, (ii) the purchase, sale or lease (as
lessee or lessor) of property or the purchase or sale of services primarily for
the purpose of enabling the obligor with respect to such obligation to make any
payment or performance (or payment of damages in the event of nonperformance) of
or on account of any part or all of such obligation, or to assure the owner of
such obligation against loss, (iii) the supplying of funds to or in any other
manner investing in the obligor with respect to such obligation, (iv) repayment
of amounts drawn by beneficiaries of letters of credit (including Letters of
Credit), or (v) the supplying of funds to or investing in a Person on account of
all or any part of such Person’s obligation under a Guaranty of any obligation
or indemnifying or holding harmless, in any way, such Person against any part or
all of such obligation.  As the context requires, “Guaranty” shall
also mean the guaranty executed and delivered pursuant to Section 6.1 and
substantially in the form of Exhibit
C.

    


    “Hazardous Materials” means all
or any of the following: (a) substances that are defined or listed in, or
otherwise classified pursuant to, any applicable Environmental Laws as
“hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic
substances” or any other formulation intended to define, list or classify
substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP”
toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances,
natural gas, natural gas liquids or synthetic gas and drilling fluids, produced
waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; (c) any flammable
substances or explosives or any radioactive materials; (d) asbestos in any form;
and (e) electrical equipment which contains any oil or dielectric fluid
containing levels of polychlorinated biphenyls in excess of fifty parts per
million.


    
      
         


      

      
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    “Indebtedness” means, with
respect to a Person, at the time of computation thereof, all of the following
(without duplication):

    


    (a)        
   all obligations of such Person in respect of money
borrowed;

    


    (b)       
    all obligations of such Person (other than trade debt
incurred in the ordinary course of business), whether or not for money borrowed
(i) represented by notes payable, or drafts accepted, in each case representing
extensions of credit, (ii) evidenced by bonds, debentures, notes or similar
instruments, or (iii) constituting purchase money indebtedness, conditional
sales contracts, title retention debt instruments or other similar instruments,
upon which interest charges are customarily paid or that are issued or assumed
as full or partial payment for property;

    


    (c)      
     Capitalized Lease Obligations of such
Person;

    


    (d)     
      all reimbursement obligations of such Person
under or in respect of any letters of credit or acceptances (whether or not the
same have been presented for payment);

    


    (e)       
    all Off Balance Sheet Liabilities of such
Person;

    


    (f)         
   net obligations under any Derivatives Contract in an amount
equal to the Derivatives Termination Value thereof;

    


    (g)      
     all Indebtedness of other Persons which (i) such
Person has Guaranteed or is otherwise recourse to such Person or (ii) is secured
by a Lien on any property of such Person; and

    


    (h)      
     such Person’s Ownership Share of the Indebtedness
of any Unconsolidated Affiliate of such Person that is not with recourse to such
Person.

    


    “Indemnity and Contribution
Agreement” means the Indemnity and Contribution Agreement dated
substantially concurrently herewith executed amongst Borrower and each
Guarantor.

    


    “Initial Cap Rate” means
7.75%.

    


    “Initial Termination Date”
means October 17, 2011.

    


    “Intellectual Property” has the
meaning given that term in Section
7.1(s).

    


    “Interest Expense” means, with
respect to a Person and for any period as determined in accordance with GAAP,
(a) all paid or accrued interest expense (excluding capitalized
interest, but including interest
expense attributable to Capitalized Lease Obligations) of such Person and in any
event shall include all letter of credit fees and all interest expense with
respect to any Indebtedness in respect of which such Person is wholly or
partially liable whether pursuant to any repayment, interest carry, performance
Guarantee or otherwise, plus (b) to the
extent not already included in the foregoing clause (a) such Person’s Ownership
Share of all paid or accrued interest expense (excluding capitalized
interest, but including interest
expense attributable to Capitalized Lease Obligations) for such period of
Unconsolidated Affiliates of such Person.


    
      
         


      

      
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    “Interest Period” means, with
respect to any LIBOR Loan, each period commencing on the date such LIBOR Loan is
made or the last day of the next preceding Interest Period for such Loan and
ending on the numerically corresponding day in the first, second, third or sixth
calendar month thereafter, as the Borrower may select in a Notice of Borrowing,
Notice of Continuation or Notice of Conversion, as the case may be, except that
each Interest Period that commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month.  Notwithstanding the foregoing:
(a) if any Interest Period would otherwise end after the Termination Date, such
Interest Period shall end on the Termination Date; (b) each Interest Period that
would otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the preceding Business Day); and (c)
notwithstanding the immediately preceding clauses (a) and (b), no Interest
Period shall have a duration of less than one month and, if the Interest Period
for any Loan would otherwise be a shorter period, such Loan shall not be
available hereunder for such period.

    


    “Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended.

    


    “Investment” means, with
respect to any Person, any acquisition or investment (whether or not of a
controlling interest) by such Person, whether by means of (a) the purchase or
other acquisition of any Equity Interest in another Person, (b) a loan, advance
or extension of credit to, capital contribution to, Guaranty of Indebtedness of,
or purchase or other acquisition of any Indebtedness of, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute the business or a
division or operating unit of another Person.  A commitment or option
to make an Investment in any other Person shall constitute an
Investment.  Except as expressly provided otherwise, for purposes of
determining compliance with any covenant contained in a Loan Document, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.

    


    “L/C Commitment Amount” equals
$20,000,000.

    


    “L/C Termination Date” means
the date which is seven (7) Business Days prior to the Termination
Date.

    


    “Land” means fully entitled
unimproved land.

    


    “Leasing Rate” means, with
respect to any Pool Asset (including CIP) at any time, the ratio, expressed as a
percentage, of (a) the net rentable square footage of such Property actually
leased to tenants paying rent pursuant to binding leases as to which no material
monetary default has occurred and is continuing to (b) the aggregate net
rentable square footage of such Property.


    
      
         


      

      
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    “Lender” means each financial
institution from time to time party hereto as a “Lender” or a “Designated
Lender,” together with its respective successors and permitted assigns, and, as
the context requires, includes the Swingline Lender; provided, however, that the
term “Lender” shall exclude each Designated Lender when used in reference to any
Loan other than a Bid Rate Loan, the Commitments or terms relating to any Loan
other than a Bid Rate Loan and the Commitments and shall further exclude each
Designated Lender for all other purposes hereunder except that any Designated
Lender which funds a Bid Rate Loan shall, subject to Section 13.6(d), have
the rights (including the rights given to a Lender contained in Sections 13.2 and 13.10) and
obligations of a Lender associated with holding such Bid Rate Loan.

    


    “Lending Office” means, for
each Lender and for each Type of Loan, the office of such Lender specified as
such on its signature page hereto or in the applicable Assignment and Acceptance
Agreement, or such other office of such Lender as such Lender may notify the
Administrative Agent in writing from time to time.

    


    “Letter of Credit” has the
meaning given that term in Section
2.2(a).

    


    “Letter of Credit Collateral
Account” means a special deposit account accruing interest in favor of
Borrower maintained by the Administrative Agent and under its sole dominion and
control.

    


    “Letter of Credit Documents”
means, with respect to any Letter of Credit, collectively, any application
therefor, any certificate or other document presented in connection with a
drawing under such Letter of Credit and any other agreement, instrument or other
document governing or providing for (a) the rights and obligations of the
parties concerned or at risk with respect to such Letter of Credit or (b) any
collateral security for any of such obligations.

    


    “Letter of Credit Liabilities”
means, without duplication, at any time and in respect of any Letter of Credit,
the sum of (a) the Stated Amount of such Letter of Credit plus (b) the aggregate
unpaid principal amount of all Reimbursement Obligations of the Borrower at such
time due and payable in respect of all drawings made under such Letter of
Credit.  For purposes of this Agreement, a Lender (other than the
Lender then acting as Administrative Agent) shall be deemed to hold a Letter of
Credit Liability in an amount equal to its participation interest under Section 2.2(i) in the
related Letter of Credit, and the Lender then acting as Administrative Agent
shall be deemed to hold a Letter of Credit Liability in an amount equal to its
retained interest in the related Letter of Credit after giving effect to the
acquisition by the Lenders (other than the Lender then acting as Administrative
Agent) of their participation interests under such Section.

    


    “LIBOR” means, for any LIBOR
Loan for any Interest Period therefor, the rate of interest, rounded up to the
nearest whole multiple of one-hundredth of one percent (0.01%), obtained by
dividing (i) the rate of interest, rounded upward to the nearest whole multiple
of one-sixteenth of one percent (0.0625%), quoted by Administrative Agent, from
time to time, as the London Inter-Bank Offered Rate for deposits in U.S. Dollars
at approximately 9:00 a.m. Pacific time two Business Days prior to the first
date of such Interest Period (Administrative Agent’s source of such quote shall
be available to Borrower upon request), such deposits being for a period of time
equal or comparable to such Interest Period and in an amount equal to or
comparable to the principal amount of the LIBOR Loan to which such Interest
Period relates, by (ii) a percentage
equal to 1 minus the Reserve
Percentage.  Each determination of LIBOR by the Lender then acting as
Administrative Agent shall, in absence of demonstrable error, be conclusive and
binding.


    
      
         


      

      
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    “LIBOR Auction” means a
solicitation of Bid Rate Quotes setting forth LIBOR Margin Loans based on LIBOR
pursuant to Section
2.4.

    


    “LIBOR Loan” means a Loan
bearing interest at a rate based on LIBOR.

    


    “LIBOR Margin Loan” means a Bid
Rate Loan the interest rate on which is determined on the basis of LIBOR
pursuant to a LIBOR Auction.

    


    “Lien” as applied to the
property of any Person means:  (a) any security interest, encumbrance,
mortgage, deed to secure debt, deed of trust, pledge, lien, charge or lease
constituting a Capitalized Lease Obligation, conditional sale or other title
retention agreement, or other security title or encumbrance of any kind in
respect of any property of such Person, or upon the income or profits therefrom;
(b) any arrangement, express or implied, under which any property of such Person
is transferred, sequestered or otherwise identified for the purpose of
subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to the payment of the general, unsecured creditors of
such Person; (c) the filing of any financing statement under the UCC or its
equivalent in any jurisdiction; and (d) any agreement by such Person to grant,
give or otherwise convey any of the foregoing.

    


    “Loan” means a Revolving Loan,
Swingline Loan or Bid Rate Loan, as applicable.

    


    “Loan Document” means this
Agreement, each Note, each Guaranty, each Letter of Credit Document, the Fee
Letter, the Indemnity and Contribution Agreement and each other document or
instrument now or hereafter executed and delivered by a Loan Party in connection
with, pursuant to or relating to this Agreement.

    


    “Loan Party” means each of the
Borrower and the Guarantors.  Schedule 1.1(B) sets
forth the Loan Parties in addition to the Borrower as of the Effective
Date.

    


    “Marketable Securities” means
debt or equity securities that are traded on either NYSE, NYSE Euronext, NASDAQ
or another recognized exchange, or that have readily (i.e., recent active
trading) verifiable values as determined by Administrative Agent in its
reasonable discretion.

    


    “Material Adverse Effect” means
a materially adverse effect on (a) the business, assets, liabilities, financial
condition, or results of operations of the Borrower and its Subsidiaries taken
as a whole, (b) the ability of the Borrower or any other Loan Party to perform
its obligations under any Loan Document to which it is a party, (c) the validity
or enforceability of any of the Loan Documents, (d) the rights and remedies of
the Lenders and the Administrative Agent under any of the Loan Documents or (e)
the timely payment of the principal of or interest on the Loans or other amounts
payable in connection therewith.


    
      
         


      

      
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    “Material Contract” means (a)
each property management agreement, if any,  not terminable on thirty
(30) days’ notice with respect to an Eligible Pool Asset and (b) any other
contract or other arrangement (other than Loan Documents), whether written or
oral, to which the Borrower, any Subsidiary or any other Loan Party is a party
as to which the breach, nonperformance, cancellation or failure to renew by any
party thereto could have a Material Adverse Effect.

    


    “Material Plan” means at any
time a Plan or Plans having aggregate Unfunded Liabilities in excess of
$3,000,000.

    


    “Maximum Availability” means,
at any time, (a) the Pool Value divided by 1.60, minus (b) all
Unsecured Liabilities of the Borrower and its Subsidiaries (not including the
Loans or Letter of Credit Liabilities made or incurred hereunder) determined on
a consolidated basis, minus (c) the amount
of Indebtedness secured by Pool Assets which are Eligible Encumbered
Properties.

    


    “Moody’s” means Moody’s
Investors Service, Inc.

    


    “Mortgage” means a mortgage,
deed of trust, deed to secure debt or similar security instrument made by a
Person owning an interest in real property granting a Lien on such interest in
real property as security for the payment of Indebtedness of such
Person.

    


    “Multiemployer Plan” means at
any time an employee pension benefit plan within the meaning of Section
4001(a)(3) of ERISA to which any member of the ERISA Group is then making or
accruing an obligation to make contributions or has within the preceding five
(5) plan years made contributions, including for these purposes any Person which
ceased to be a member of the ERISA Group during such 5-year period.

    


    “Net Operating Income” means,
for any Property and for a given period, the sum (without
duplication) of
(a) rents and other revenues earned in the ordinary course from such Property
(excluding pre-paid rents and revenues and security deposits except to the
extent applied in satisfaction of tenants’ obligations for rent), including all
revenue from expense recoveries and percentage rental payments, minus (b) all
expenses paid or accrued related to the ownership, operation or maintenance of
such Property (other than those expenses normally covered by a management fee),
including but not limited to, taxes, assessments and the like, insurance,
utilities, payroll costs, maintenance, repair and landscaping expenses,
marketing expenses, and general and administrative expenses minus, to the extent
not already covered in subsection (b) above, (c) the Reserve for Replacements
for such Property for such period minus (d) the greater
of (i) the actual property management fee paid during such period with respect
to such Property and (ii) an imputed management fee in an amount equal to three
percent (3%) of the gross revenues for such Property for such period, all as
determined in accordance with GAAP.  For purposes of calculating rents
under (a) herein above, (i) for each of the first three fiscal quarters of each
fiscal year, rents shall include the lesser of (A) 25% of the budgeted
percentage rents for such fiscal year or (B) 25% of the actual percentage rents
received by Borrower in the immediately preceding fiscal year, and (ii) for the
fourth fiscal quarter of each fiscal year, rents shall include 25% of the
percentage rents actually received by Borrower in such fiscal
year.


    
      
         


      

      
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    “Net Proceeds” means with
respect to an Equity Issuance by a Person, the aggregate amount of all cash or
the Fair Market Value of all other property received by such Person in respect
of such Equity Issuance net of investment banking fees, legal fees, accountants
fees, underwriting discounts and commissions and other customary fees and
expenses actually incurred by such Person in connection with such Equity
Issuance.

    


    “New Lender” shall have the
meaning set forth in Section
2.14(d).

    


    “Non-Credit Subsidiary” means a
Subsidiary or Unconsolidated Affiliate of Borrower which is neither a Loan
Party, nor the owner of a Pool Asset.

    


    “Non-Guarantor Entity” means:
(a) any Subsidiary or Unconsolidated Affiliate of the Borrower that is not
required to become a party to the Guaranty under Section 8.14(a), and
(b) any Preferred Stock Entity or non-Voting Stock Subsidiary and any Subsidiary
or Unconsolidated Affiliate of any Preferred Stock Entity or non-Voting Stock
Subsidiary.

    


    “Nonrecourse Indebtedness”
means, with respect to a Person, Indebtedness for borrowed money in respect of
which recourse for payment (except for customary exceptions for fraud,
misapplication of funds, environmental indemnities, and other similar exceptions
to recourse liability in a form reasonably acceptable to the Administrative
Agent) is contractually limited to specific assets of such Person encumbered by
a Lien securing such Indebtedness.

    


    “Note” means a Revolving Note,
a Bid Rate Note or a Swingline Note.

    


    “Notice of Borrowing” means a
notice substantially in the form of Exhibit D-1 to be
delivered to the Administrative Agent pursuant to Section 2.1(b)
evidencing the Borrower’s request for a borrowing of Revolving
Loans.

    


    “Notice of Continuation” means
a notice substantially in the form of Exhibit E to be
delivered to the Administrative Agent pursuant to Section 2.9
evidencing the Borrower’s request for the Continuation of a LIBOR
Loan.

    


    “Notice of Conversion” means a
notice substantially in the form of Exhibit F to be
delivered to the Administrative Agent pursuant to Section 2.10
evidencing the Borrower’s request for the Conversion of a Loan from one Type to
another Type.

    


    “Notice of Swingline Borrowing”
means a notice substantially in the form of Exhibit D-2 to be
delivered to the Administrative Agent pursuant to Section 2.3(b)
evidencing the Borrower’s request for a borrowing of Swingline
Loans.

    


    “Obligations” means,
individually and collectively: (a) the aggregate principal balance of, and all
accrued and unpaid interest on, all Loans; (b) all Reimbursement Obligations and
all other Letter of Credit Liabilities; and (c) all other indebtedness,
liabilities, obligations, covenants and duties of the Borrower or any of the
other Loan Parties owing to the Administrative Agent or any Lender of every
kind, nature and description, under or in respect of this Agreement or any of
the other Loan Documents, including, without limitation, the Fees and
indemnification obligations, whether direct or indirect, absolute or contingent,
due or not due, contractual or tortious, liquidated or unliquidated, and whether
or not evidenced by any promissory note.


    
      
         


      

      
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    “Off Balance Sheet Liabilities”
means, with respect to any Person, (a) any repurchase obligation or liability,
contingent or otherwise, of such Person with respect to any accounts or notes
receivable sold, transferred or otherwise disposed of by such Person, (b) any
repurchase obligation or liability, contingent or otherwise, of such Person with
respect to property or assets leased by such Person as lessee and (c) all
obligations, contingent or otherwise, of such Person under any synthetic lease,
tax retention operating lease, off balance sheet loan or similar off balance
sheet financing if the transaction giving rise to such obligation (i) is
considered indebtedness for borrowed money for tax purposes but is classified as
an operating lease or (ii) does not (and is not required pursuant to GAAP to)
appear as a liability on the balance sheet of such Person.

    


    “Officer’s Certificate” means a
certificate signed by a specified officer of a Person certifying as to the
matters set forth therein.

    


    “Operating Property Value”
means, as of a given date, (a) EBITDA of the Borrower and its Subsidiaries for
the fiscal quarter most recently ended multiplied by four (4) and divided by the
Initial Cap Rate or, from and after the Initial Termination Date, the Adjusted
Cap Rate, plus
(b) EBITDA from management activities for the fiscal quarter most recently ended
multiplied by four (4) and divided by 20%.  For purposes of
determining the component of Operating Property Value under clause (a) above,
the following shall be excluded:  (i)
EBITDA from Properties acquired by the Borrower or any Subsidiary during the
immediately preceding two fiscal quarters of the Borrower or disposed of by any
such Person during the immediately preceding fiscal quarter of the Borrower,
(ii) EBITDA from management activities, and (iii) if applicable, EBITDA from
CIP; and (iv) revenue from interest and dividends paid from Marketable
Securities, including without limitation such dividend revenue received from
Affiliates listed in Schedule
1.1(C).  For purposes of calculating EBITDA in clauses (a) and
(b) above, (i) for each of the first three fiscal quarters of each fiscal year,
EBITDA shall include the lesser of (A) 25% of the budgeted percentage rents for
such fiscal year or (B) 25% of the actual percentage rents received by Borrower
in the immediately preceding fiscal year, and (ii) for the fourth fiscal quarter
of each fiscal year, EBITDA shall include 25% of the percentage rents actually
received by Borrower in such fiscal year.

    


    “Ownership Share” means, with
respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or
any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s
relative nominal direct and indirect ownership interest (expressed as a
percentage) in such Subsidiary or Unconsolidated Affiliate or (b) subject to
compliance with Section 9.4(o), such
Person’s relative direct and indirect economic interest (calculated as a
percentage) in such Subsidiary or Unconsolidated Affiliate determined in
accordance with the applicable provisions of the declaration of trust, articles
or certificate of incorporation, articles of organization, partnership
agreement, joint venture agreement or other applicable organizational document
of such Subsidiary or Unconsolidated Affiliate.

    


    “Participant” has the meaning
given that term in Section
13.6(b).

    


    “PBGC” means the Pension
Benefit Guaranty Corporation and any successor agency.


    
      
         


      

      
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    “Permitted Liens” means (a)
Liens securing taxes, assessments and other charges or levies imposed by any
Governmental Authority (excluding any Lien imposed pursuant to any of the
provisions of ERISA or pursuant to any Environmental Laws) or the claims of
materialmen, mechanics, carriers, warehousemen or landlords for labor,
materials, supplies or rentals incurred in the ordinary course of business,
which are not at the time required to be paid or discharged under Section 8.6; (b)
Liens consisting of deposits or pledges made, in the ordinary course of
business, in connection with, or to secure payment of, obligations under
workmen’s compensation, unemployment insurance or similar Applicable Laws; (c)
Liens consisting of encumbrances in the nature of zoning restrictions,
easements, and rights or restrictions of record on the use of real property,
which do not materially detract from the value of such property or impair the
use thereof in the business of such Person; (d) the rights of tenants under
leases or subleases not interfering with the ordinary conduct of business of the
Borrower; (e) Liens securing Indebtedness with respect to Eligible Encumbered
Properties; (f) non-consensual Liens of less than $1,500,000 per Property or
$5,000,000 in the aggregate and (g) Liens in favor of the Administrative Agent
for the benefit of the Lenders.

    


    “Person” means an individual,
corporation, partnership, limited liability company, association, trust or
unincorporated organization, or a government or any agency or political
subdivision thereof.

    


    “Plan” means at any time an
employee pension benefit plan (other than a Multiemployer Plan) which is covered
by Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Internal Revenue Code and either (i) is maintained, or contributed
to, by any member of the ERISA Group for employees of any member of the ERISA
Group or (ii) has at any time within the preceding five (5) years been
maintained, or contributed to, by any Person which was at such time a member of
the ERISA Group for employees of any Person which was at such time a member of
the ERISA Group.

    


    “Pool” means, collectively at
any given time, all the then Pool Assets.

    


    “Pool Assets” means those
Eligible Pool Assets that, pursuant to the terms of this Agreement, are to be
included when calculating the Pool Value. An asset shall cease to be a Pool
Asset if such asset shall cease, at any time, to be an Eligible Pool
Asset.

    


    “Pool Certificate” means a
report, certified by the chief financial officer or treasurer of the Borrower,
substantially in the form of Exhibit B, setting
forth the calculations required to establish the Pool Values of each Pool Asset
as of a specified date and certifying that each Pool Asset remains an Eligible
Pool Asset, all in form and detail satisfactory to the Administrative
Agent.

    


    “Pool Value” means the sum of:

    


    (a)    
       the Net Operating Income of each Pool
Asset (other than a Property referred to in clause (b) or (c) below) for the
fiscal quarter most recently ended times four (4) and divided by the Initial Cap
Rate or, from and after the Initial Termination Date, the Adjusted Cap Rate,
plus


    
      
         


      

      
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    (b)        
   the acquisition cost of any Pool Asset not owned for the
entire prior two fiscal quarters, plus

    


    (c)        
   the aggregate book value of any Property which is a Pool Asset
constituting CIP, as of the last day of the fiscal quarter most recently ended,
plus

    


    (d)         
  all Eligible Cash as of the last day of the fiscal quarter most
recently ended, plus

    


    (e)         
  the market value of Marketable Securities (other than debt
securities) based upon the closing price on the last trading date on or prior to
the date of determination, plus

    


    (f)         
   in the case of Marketable Securities which are debt
securities, the
lower of (i) the market
value for such debt securities based upon the closing price on the last trading
date on or prior to the date of determination or (ii) cost.

    


    provided that, the
Pool Value shall be adjusted as follows:

    


    (i)         
   no more than thirty-five percent (35%) of the Pool Value may
be attributable to Eligible Encumbered Properties, non-Retail Properties,
Eligible Ground Leases, Marketable Securities, CIP and Eligible
Cash,

    


    (ii)       
    no more than twenty percent (20%) of the Pool Value may
be attributable to Eligible Encumbered Properties,

    


    (iii)           no
more than fifteen percent (15%) of the Pool Value may be attributable to the
book value of CIP,

    


    (iv)           no
more than fifteen percent (15%) of the Pool Value may be attributable to
Eligible Ground Leases,

    


    (v)       
    no more than ten percent (10%) of the Pool Value may be
attributable to Marketable Securities, of which no more than five percent (5%)
of the Pool Value shall consist of common shares in DIM Vastgoed
N.V.,

    


    (vi)           no
more than ten percent (10%) of the Pool Value may be attributable to any one
Eligible Pool Asset,

    


    (vii)          no
more than five percent (5%) of the Pool Value may be attributable to non-Retail
Properties, and

    


    (viii)         the
Pool Value shall be adjusted from time to time to delete one or more Properties
such that the weighted average Leasing Rate for the Pool Assets at all times
equals or exceeds eighty percent (80%).

    


    “Post-Default Rate” means, in
respect of any principal of any Loan or any other Obligation that is not paid
when due (whether at stated maturity, by acceleration, by optional or mandatory
prepayment or otherwise), a rate per annum equal to four percent (4%) plus the
Base Rate as in effect from time to time.


    
      
         


      

      
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    “Preferred Stock” means, with
respect to any Person, shares of capital stock of, or other Equity Interests in,
such Person which are entitled to preference or priority over any other capital
stock of, or other Equity Interest in, such Person in respect of the payment of
dividends or distribution of assets upon liquidation or both.

    


    “Preferred Stock Entity” means
any Person (other than a Subsidiary) in whom the Borrower owns, directly or
indirectly, at least ninety-five (95%) of the Preferred Stock or other equity
interests which are not Voting Stock and which Preferred Stock or other equity
interests entitle the Borrower to receive the majority of all economic benefits
associated with ownership of all equity interests issued by such
Person.

    


    “Prime Rate” means a base rate
of interest which Administrative Agent establishes from time to time and which
serves as the basis upon which the Base Rate is calculated.  Any
change in an effective rate due to a change in the Prime Rate shall become
effective on the day each such change is announced by Administrative Agent at
its principal office in San Francisco, California.

    


    “Property” means a parcel (or
group of related parcels) of real property developed (or to be
developed).  For purposes of this Agreement, Property shall include
all CIP and ground leases.

    


    “Pro Rata Share” means, as to
each Lender, the ratio, expressed as a percentage, of (a) the amount of such
Lender’s Commitment to (b) the Total Commitment Amount; provided, however, that if at
the time of determination the Commitments have terminated or been reduced to
zero, the “Pro Rata Share” of each Lender shall be the Pro Rata Share of such
Lender in effect immediately prior to such termination or
reduction.  The Pro Rata Shares of Lenders as of the Agreement Date
are as set forth on Schedule 1.1(A)
hereto, and shall be modified from time to time to reflect any assignments to or
by such Lender effected in accordance with Section
13.6.

    


    “Rating Agencies” means
S&P, Moody’s and any other nationally recognized securities rating agency
selected by the Borrower and approved of by the Administrative Agent in
writing.

    


    “Recourse Indebtedness” means
Indebtedness that is not Nonrecourse Indebtedness.

    


    “Recurring Capital
Expenditures” means capital expenditures made in respect of a Property
for maintenance of such Property and replacement of items due to ordinary wear
and tear including, but not limited to, expenditures made for maintenance or
replacement of carpeting, roofing materials, mechanical systems, electrical
systems and other structural systems and expenditures relating to tenant
improvements and leasing commissions.  “Recurring Capital
Expenditures” shall not include any of the following (a) improvements to the
appearance of such Property or any other major upgrade or renovation of such
Property not necessary for proper maintenance or marketability of such Property;
(b) capital expenditures for seismic upgrades or (c) capital expenditures for
deferred maintenance for such Property existing at the time such Property was
acquired by the Borrower or a Subsidiary.


    
      
         


      

      
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    “Redevelopment Property” means
a Property (a) on which the existing building or other improvements are
undergoing renovation and redevelopment and for which any of the following has
occurred (i) construction has commenced, or (ii) the Borrower, any Subsidiary or
any Unconsolidated Affiliate, as the case may be, has entered into a binding
construction contract or (iii) the Borrower, any Subsidiary or any
Unconsolidated Affiliate, as the case may be, has entered into a binding
agreement by an anchor tenant to enter into a lease of any such Property and (b)
either (i) that has not achieved a Leasing Rate of eighty percent (80%) or more
or (ii) on which the improvements (other than tenant improvements on unoccupied
space) related to the renovation and redevelopment have not been
completed.  The term “Redevelopment Property” shall include Property
of the type described in the immediately preceding sentence to be (but not yet)
acquired by any such Person upon completion of construction pursuant to a
contract in which the seller of such Property is required to renovate prior to,
and as a condition precedent to, such acquisition or Property being developed by
third parties with related indebtedness that the Borrower, any Subsidiary or any
Unconsolidated Affiliate has guaranteed or as to which any such Person is
otherwise obligated.  A Redevelopment Property on which all
improvements (other than tenant improvements on unoccupied space) related to the
development of such Property have been substantially completed for at least
twelve (12) months shall cease to constitute a Redevelopment Property
notwithstanding the fact that such Property has not achieved a Leasing Rate of
at least eighty percent (80%).

    


    “Regulatory Change” means, with
respect to any Lender, any change effective after the Agreement Date in
Applicable Law (including without limitation, Regulation D of the Board of
Governors of the Federal Reserve System) or the adoption or making after such
date of any written interpretation, directive or request applying to a class of
banks, including such Lender, of or under any Applicable Law (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) by any Governmental Authority or monetary authority charged with the
interpretation or administration thereof or compliance by any Lender with any
such written request or directive regarding capital adequacy.

    


    “Reimbursement Obligation”
means the absolute, unconditional and irrevocable obligation of the Borrower to
reimburse the Administrative Agent for any drawing honored by the Administrative
Agent under a Letter of Credit.

    


    “REIT” means a Person which is
properly taxable as a “real estate investment trust” under the Internal Revenue
Code.

    


    “Requisite Lenders” means, as
of any date, Lenders having at least 66 2/3% of the Total Commitment Amount
(which must include the Lender then acting as Administrative Agent, so long as
such Lender is not a Defaulting Lender), or, if the Commitments have been
terminated or reduced to zero, Lenders holding at least 66 2/3% of the principal
amount of the Loans then outstanding and Letter of Credit
Liabilities.

    


    “Reserve for Replacements”
means, for any period and with respect to any Property, an amount equal to (a)
the aggregate square footage of all completed space of such Property times (b) $0.15 times (c) the number
of days in such period divided by (d)
365.  If the term Reserve for Replacements is used without reference
to any specific Property, then it shall be determined on an aggregate basis with
respect to all Properties and a proportionate share of all Property of all
Unconsolidated Affiliates.


    
      
         


      

      
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    “Reserve Percentage” means the
stated maximum rate (stated as a decimal) of all reserves, if any, required to
be maintained with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”) as specified in Regulation D of the Board of
Governors of the Federal Reserve System (or against any other category of
liabilities which includes deposits by reference to which the interest rate on
LIBOR Loans or Daily Rate Loans is determined or any applicable category of
extensions of credit or other assets which includes loans by an officer of any
Lender outside of the United States of America).  For purposes of
calculating LIBOR or the Daily LIBOR Rate, any change in such maximum rate shall
result in a change in LIBOR or the Daily LIBOR Rate on the date on which such
change in such maximum rate becomes effective.

    


    “Restricted Payment” means: (a)
any dividend or other distribution, direct or indirect, on account of any shares
of any class of stock or other Equity Interest of the Borrower or any of its
Subsidiaries now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock to the holders of that class; (b) any redemption,
conversion, exchange, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
stock or other Equity Interest of the Borrower or any of its Subsidiaries now or
hereafter outstanding; (c) any payment or prepayment of principal of, premium,
if any, or interest on, redemption, conversion, exchange, purchase, retirement,
defeasance, sinking fund or similar payment with respect to, any Subordinated
Debt; and (d) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
stock of the Borrower or any of its Subsidiaries now or hereafter
outstanding.

    


    “Retail Property” means a
Property which is used primarily as a retail shopping center, which shopping
center may include (a) the sale of goods or merchandise for personal or
household consumption from a fixed location, and (b) ancillary uses such as
office, medical and restaurant uses.

    


    “Revolving Loan” means a loan
made by a Lender to the Borrower pursuant to Section
2.1(a).

    


    “Revolving Note” has the
meaning given that term in Section
2.11.

    


    “Secured Indebtedness” means,
with respect to any Person, any Indebtedness of such Person that is secured in
any manner by any Lien on any Property and shall include such Person’s Ownership
Share of the Secured Indebtedness of any of such Person’s Unconsolidated
Affiliates.

    


    “Securities Act” means the
Securities Act of 1933, as amended from time to time, together with all rules
and regulations issued thereunder.

    


    “Solvent” means, when used with
respect to any Person, that (a) the fair value and the fair salable value of its
assets (excluding any Indebtedness due from any affiliate of such Person) are
each in excess of the fair valuation of its total liabilities (including all
contingent liabilities); (b) such Person is able to pay its debts or other
obligations in the ordinary course as they mature; and (c) such Person has
capital not unreasonably small to carry on its business and all business in
which it proposes to be engaged.


    
      
         


      

      
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    “S&P” means Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies,
Inc.

    


    “Stated Amount” means the
amount available to be drawn by a beneficiary under a Letter of Credit from time
to time, as such amount may be increased or reduced from time to time in
accordance with the terms of such Letter of Credit.

    


    “Subordinated Debt” means
Indebtedness for money borrowed of the Borrower or any of its Subsidiaries that
is expressly subordinated in right of payment and otherwise to the Loans and the
other Obligations in a manner satisfactory to the Administrative Agent in its
sole and absolute discretion.

    


    “Subsidiary” means each Person
(a) with respect to which more than fifty percent (50%) of the stock, capital or
income interests are owned, directly or indirectly, by Borrower or (b) the
financial results of which are consolidated under GAAP in the financial
statements of Borrower.

    


    “Substantial Amount” means, at
the time of determination thereof, an amount in excess of thirty percent (30%)
of total consolidated assets (exclusive of depreciation) at such time of the
Borrower and its Subsidiaries determined on a consolidated basis.

    


    “Swingline Commitment” means
the Swingline Lender’s obligation to make Swingline Loans pursuant to Section 2.3 in an
amount up to, but not exceeding the amount set forth in Section
2.3(a).

    


    “Swingline Lender” means
Administrative Agent, in its capacity pursuant to Section
2.3.

    


    “Swingline Loan” means a loan
made by the Swingline Lender to the Borrower pursuant to Section
2.3.

    


    “Swingline Note” means a
promissory note of the Borrower substantially in the form of Exhibit G-2, payable
to the order of the Swingline Lender in a principal amount equal to the amount
of the Swingline Commitment as originally in effect and otherwise duly
completed.

    


    “Swingline Termination Date”
means the date which is seven (7) Business Days prior to the Termination
Date.

    


    “Tangible Net Worth” means, for
any Person and as of a given date, such Person’s total consolidated
stockholders’ equity plus, in the case of
the Borrower, increases in accumulated depreciation and amortization accrued
after the Agreement Date, minus (to the extent
reflected in determining stockholders’ equity of such Person): (a) the amount of
any write-up in the book value of any assets contained in any balance sheet
resulting from revaluation thereof or any write-up in excess of the cost of such
assets acquired; and (b) the aggregate of all amounts appearing on the assets
side of any such balance sheet for franchises, licenses, permits, patents,
patent applications, copyrights, trademarks, service marks, trade names,
goodwill, treasury stock, experimental or organizational expenses and other like
assets which would be classified as intangible assets under GAAP, all determined
on a consolidated basis.


    
      
         


      

      
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    “Taxes” has the meaning given
that term in Section
3.12.

    


    “Termination Date” means the
Initial Termination Date or such later Termination Date if the Loan is extended
in accordance with Section
2.15.

    


    “Total Budgeted Cost” means,
with respect to a Development Property or a Redevelopment Property, and at any
time, the aggregate amount of all costs budgeted to be paid, incurred or
otherwise expended or accrued by the Borrower, a Subsidiary or an Unconsolidated
Affiliate with respect to such Property to achieve one hundred percent (100%)
occupancy, including without limitation, all amounts budgeted with respect to
all of the following:  (a) acquisition of land and any related
improvements; (b) a reasonable and appropriate reserve for construction
interest; (c) a reasonable and appropriate operating deficit reserve; (d) tenant
improvements, (e) leasing commissions and (f) other hard and soft costs
associated with the development or redevelopment of such
Property.  With respect to any Property to be developed in more than
one phase, the Total Budgeted Cost shall exclude budgeted
costs (other than costs relating to acquisition of land and related
improvements) to the extent relating to any phase for which (i) construction has
not yet commenced and (ii) a binding construction contract has not been entered
into by the Borrower, any other Subsidiary or any Unconsolidated Affiliate, as
the case may be.

    


    “Total Commitment Amount”
means, at any time, the then aggregate amount of the Commitments of all Lenders
hereunder.  The Total Commitment Amount is $227,000,000 as of the
Effective Date, and is subject to increase in accordance with Section
2.14.

    


    “Total Liabilities” means, as
to any Person as of a given date, all liabilities which would, in conformity
with GAAP, be properly classified as a liability on a consolidated balance sheet
of such Person as of such date (excluding any liability associated with tenant
deposits), together with (without duplication):

    


    (a)         
  all Indebtedness of such Person (whether or not Nonrecourse
Indebtedness and whether or not secured by a Lien), including without
limitation, Capitalized Lease Obligations;

    


    (b)       
    all accounts payable and accrued expenses of such
Person;

    


    (c)      
     all purchase and repurchase obligations and
forward commitments of such Person to the extent such obligations or commitments
are evidenced by a binding purchase agreement (forward commitments shall include
without limitation (i) forward equity commitments and (ii) commitments to
purchase any Property under development, redevelopment or
renovation);

    


    (d)      
     all unfunded obligations of such
Person;

    


    (e)       
    all lease obligations of such Person (including ground
leases) to the extent required under GAAP to be classified as a liability on the
balance sheet of such Person;


    
      
         


      

      
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27

        
          

        

      

      
         


      

    


    (f)         
   all Contingent Obligations of such Person including, without
limitation, all Guarantees of Indebtedness by such Person;

    


    (g)      
     all liabilities of any Unconsolidated Affiliate of
such Person, which liabilities such Person has Guaranteed or is otherwise
obligated on a recourse basis; and

    


    (h)       
    such Person’s Ownership Share of the Indebtedness of any
Unconsolidated Affiliate of such Person, including Nonrecourse Indebtedness of
such Person.

    


    For
purposes of clauses (c) and (d) of this definition, the amount of Total
Liabilities of a Person at any given time in respect of (x) a contract to
purchase or otherwise acquire unimproved or fully developed Property shall be
equal to either (i) the total purchase price payable by such Person under the
contract if, at such time, the seller of such Property would be entitled to
specifically enforce the contract against such Person, or (ii) the aggregate
amount of due diligence deposits, earnest money payments and other similar
payments made by such Person under the contract which, at such time, would be
subject to forfeiture upon termination of the contract and (y) a contract
relating to the acquisition of Property which the seller is required to develop
or renovate prior to, and as a condition precedent to, such acquisition, shall
equal the maximum amount reasonably estimated to be payable by such Person under
the contract assuming performance by the seller of its obligations under the
contract, which amount shall include, without limitation, any amounts payable
after consummation of such acquisition which may based on certain performance
levels or other related criteria.

    


    For
purposes of this definition, if the assets of a Subsidiary of a Person consist
solely of Equity Interests in one Unconsolidated Affiliate of such Person and
such Person is not otherwise obligated in respect of the Indebtedness of such
Unconsolidated Affiliate (other than customary non-recourse carve-out
obligations), then only such Person’s Ownership Share of the Indebtedness of
such Unconsolidated Affiliate shall be included as Total Liabilities of such
Person.

    


    “Type” with respect to any
Revolving Loan, refers to whether such Loan is a LIBOR Loan or a Daily Rate
Loan, or in the case of a Bid Rate Loan only, an Absolute Rate Loan or a LIBOR
Margin Loan.

    


    “UCC” means the Uniform
Commercial Code as in effect in any applicable jurisdiction.

    


    “Unconsolidated Affiliate”
means, with respect to any Person, any other Person in whom such Person holds an
Investment, which Investment is accounted for in the financial statements of
such Person on an equity basis of accounting and whose financial results would
not be consolidated under GAAP with the financial results of such Person on the
consolidated financial statements of such Person, provided, however, that as of
the Effective Date, Unconsolidated Affiliate shall not include the
following:  (a) those Persons listed on Schedule 1.1(C)
attached hereto, or (b) Persons who would otherwise be included as
Unconsolidated Affiliates, in which the Investment represents not greater than
fifty percent (50%) of the total ownership of such Person and Borrower has
received Requisite Lender approval with respect to such
exclusion.  Any exclusion from “Unconsolidated Affiliate” by operation
of either subclause (a) or (b) preceding shall remain in effect if and so long
as such Person remains unconsolidated with Borrower or a Subsidiary in
accordance with GAAP.


    
      
         


      

      
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28

        
          

        

      

      
         


      

    


    “Unencumbered Net Operating
Income” means, for any period, the aggregate Net Operating Income for
such period of (a) all Pool Assets other than Eligible Encumbered Assets, plus
(b) Borrower’s Ownership Share of the aggregate Net Operating Income with
respect to Properties unencumbered by Liens as of the last day of such period
and owned by Subsidiaries or Unconsolidated Affiliates.

    


    “Unfunded Liabilities” means,
with respect to any Plan at any time, the amount (if any) by which (a) the value
of all benefit liabilities under such Plan, determined on a plan termination
basis using the assumptions prescribed by the PBGC for purposes of Section 4044
of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such
liabilities under Title IV of ERISA (excluding any accrued but unpaid
contributions), all determined as of the then most recent valuation date for
such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under
Title IV of ERISA.

    


    “Unsecured Interest Expense”
means Interest Expense on Borrower’s and any Subsidiary’s Unsecured Liabilities,
plus Borrower’s
Ownership Share of Interest Expense on Unsecured Liabilities with respect to
Unconsolidated Affiliates.

    


    “Unsecured Liabilities” means,
as to any Person as of a given date, the sum of the following
(without duplication): (a) all liabilities which would, in conformity with GAAP,
be properly classified as a liability on a balance sheet of such Person as at
such date; plus
(b) all Indebtedness of such Person; minus (c) all Secured
Indebtedness of such Person; minus (d) any
intangible lease liability created, in conformity with GAAP, through the
purchase of a Property (excluding any Property that is a Pool Asset) with below
market leases.

    


    “Voting Stock” means capital
stock issued by a corporation, or equivalent interests in any other Person, the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing similar functions) of
such Person, even if the right so to vote has been suspended by the happening of
such a contingency.

    


    “Wells Fargo” means Wells Fargo
Bank, National Association, and its successors and permitted
assigns.

    


    “Wholly Owned Subsidiary” means
any Subsidiary of a Person in respect of which all of the equity securities or
other ownership interests (other than, in the case of a corporation, directors’
qualifying shares) are at the time directly or indirectly owned or controlled by
such Person or one or more other Subsidiaries of such Person or by such Person
and one or more other Subsidiaries of such Person.


    
      
         


      

      
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    Section
1.2          
  General; References to San Francisco Time.

    


    Unless
otherwise indicated, all accounting terms, ratios and measurements shall be
interpreted or determined in accordance with GAAP in effect as of the Agreement
Date, and all financial reporting by Borrower shall be on a consolidated
basis. References
in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to
sections, articles, exhibits and schedules herein and hereto unless otherwise
indicated.  References in this Agreement to any document, instrument
or agreement (a) shall include all exhibits, schedules and other attachments
thereto, (b) shall include all documents, instruments or agreements issued or
executed in replacement thereof, to the extent permitted hereby and (c) shall
mean such document, instrument or agreement, or replacement or predecessor
thereto, as amended, supplemented, restated or otherwise modified from time to
time to the extent permitted hereby and in effect at any given
time.  Wherever from the context it appears appropriate, each term
stated in either the singular or plural shall include the singular and plural,
and pronouns stated in the masculine, feminine or neuter gender shall include
the masculine, the feminine and the neuter.  Unless explicitly set
forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the
Borrower or a Subsidiary of such Subsidiary and a reference to an “Affiliate”
means a reference to an Affiliate of the Borrower.  Titles and
captions of Articles, Sections, subsections and clauses in this Agreement are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.  Unless otherwise indicated, all references to time are
references to San Francisco, California time.  Exhibits D, E, F and K attached hereto may
be modified from time to time by Administrative Agent and Borrower as
appropriate to facilitate the borrowings contemplated thereby.

    


    
      ARTICLE
II           CREDIT
FACILITY

    

    


    Section
2.1            Revolving
Loans.

    


    (a)       
    Generally.  Subject
to the terms and conditions hereof, including without limitation, Section 2.14, during
the period from the Effective Date to but excluding the Termination Date, each
Lender severally and not jointly agrees to make Revolving Loans to the Borrower
in an aggregate principal amount at any one time outstanding up to, but not to
exceed, the lesser of (i) the amount of such Lender’s Commitment and (ii) such
Lender’s Pro Rata Share of the Maximum Availability.  Subject to the
terms and conditions of this Agreement, during the period from the Effective
Date to but excluding the Termination Date, the Borrower may borrow, repay and
reborrow Revolving Loans hereunder.  This Agreement combines and fully
amends and restates the Prior Credit Agreement.  The principal amount
outstanding under the Prior Credit Agreement as of the date hereof (after taking
into account any paydowns in accordance with Section 6.1(c)) shall
be deemed to be Loan proceeds disbursed hereunder and under the Notes, with each
Lender having funded a portion of such Loan proceeds in an amount equal to its
respective Pro Rata Share thereof; such initial outstanding advances (together
with issued and undrawn Letters of Credit) are set forth on Schedule 1.1 attached
hereto.   Additionally, so long as Borrower remains in compliance
with the aggregate permitted sublimit on Bid Rate Loans set forth in Section 2.4(a), each
Bid Rate Loan outstanding under the Prior Credit Agreement as of the Effective
Date shall remain outstanding hereunder, provided that  the Lender
with respect to such Bid Rate Loan (A) will remain a lender under this Agreement
and (B) consents in writing to allowing such Bid Rate Loan to remain
outstanding.

    


    (b)       
    Requesting Revolving
Loans.  The Borrower shall give the Administrative Agent notice
pursuant to a Notice of Borrowing of each borrowing of Revolving
Loans.  Each Notice of Borrowing shall be delivered to the
Administrative Agent before 9:00 a.m. (i) in the case of LIBOR Loans, on the
date three (3) Business Days prior to the proposed date of such borrowing and
(ii) in the case of Daily Rate Loans, on the date one (1) Business Day prior to
the proposed date of such borrowing. The Administrative Agent shall transmit by
telecopy the Notice of Borrowing (or the information contained in such Notice of
Borrowing) to each Lender promptly upon receipt by the Administrative
Agent.  Each Notice of Borrowing shall be irrevocable once received by
Administrative Agent and binding on the Borrower.


    
      
         


      

      
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    (c)       
    Disbursements of Revolving
Loan Proceeds.  No later than 9:00 a.m. on the date specified
in the Notice of Borrowing, each Lender shall make available for the account of
its applicable Lending Office to the Administrative Agent, in immediately
available funds, the proceeds of the Revolving Loan to be made by such
Lender.  With respect to Revolving Loans to be made after the
Effective Date, unless the Administrative Agent shall have been notified by any
Lender prior to the specified date of borrowing that such Lender does not intend
to make available to the Administrative Agent the Revolving Loan to be made by
such Lender on such date, the Administrative Agent may assume that such Lender
will make the proceeds of such Revolving Loan available to the Administrative
Agent on the date of the requested borrowing as set forth in the Notice of
Borrowing and the Administrative Agent may (but shall not be obligated to), in
reliance upon such assumption, make available to the Borrower the amount of such
Revolving Loan to be provided by such Lender.  Subject to satisfaction
of the applicable conditions set forth in Article VI for such
borrowing, the Administrative Agent shall make the proceeds of such borrowing
available to the Borrower no later than 11:00 a.m. on the date and at the
account specified by the Borrower in such Notice of Borrowing; provided, however, that any
direct disbursements from the Loan which are made by means of wire transfer,
shall be subject to the provisions of subsection (d) below.

    


    (d)       
    Funds Transfer
Disbursements.

    


    (i)         
   Borrower hereby authorizes Administrative Agent to disburse
the proceeds of the Loan pursuant to the Loan Documents as requested by an
authorized signatory pursuant to a completed Transfer Authorizer Designation in
the form of Exhibit
M attached hereto to the account designated thereon.  Borrower
agrees to be bound by any transfer request: (A) authorized or transmitted by
Borrower or, (B) made in Borrower’s name and accepted by Administrative Agent in
good faith and in compliance with these transfer instructions, even if not
properly authorized by Borrower.  Borrower further agrees and
acknowledges that Administrative Agent may rely solely on any bank routing
number or identifying bank account number or name provided by Borrower to effect
a wire or funds transfer even if the information provided by Borrower identifies
a different bank or account holder than named by
Borrower.  Administrative Agent is not obligated or required in any
way to take any actions to detect errors in information provided by
Borrower.

    


    (ii)     
      If Administrative Agent takes any actions in
an attempt to detect errors in the transmission or content of transfer requests
or takes any actions in an attempt to detect unauthorized funds transfer
requests, Borrower agrees that no matter how many times Administrative Agent
takes these actions Administrative Agent will not in any situation be liable for
failing to take or correctly perform these actions in the future and such
actions shall not become any part of the transfer disbursement procedures
authorized under this provision, the Loan Documents, or any agreement between
Administrative Agent, Lenders and Borrower.   Borrower agrees to
notify Administrative Agent of any errors in the transfer of any funds or of any
unauthorized or improperly authorized transfer requests within fourteen (14)
days after Administrative Agent’s confirmation to Borrower of such
transfer.  Administrative Agent will, in its sole discretion,
determine the funds transfer system and the means by which each transfer will be
made.


    
      
         


      

      
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    (iii)           Administrative
Agent may delay or refuse to accept a funds transfer request if the transfer
would: (A) violate the terms of this authorization; (B) require use of a bank
unacceptable to Administrative Agent or prohibited by any Governmental
Authority; (C) cause Administrative Agent to violate any Federal Reserve or
other regulatory risk control program or guideline, or (D) otherwise cause
Administrative Agent to violate any applicable law or regulation.

    


    (iv)           Administrative
Agent shall not be liable to Borrower or any other parties for (A) errors, acts
or failures to act of others, including other entities, banks, communications
carriers or clearinghouses, through which Borrower’s transfers may be made or
information received or transmitted, and no such entity shall be deemed an agent
of Administrative Agent, (B) any loss, liability or delay caused by fires,
earthquakes, wars, civil disturbances, power surges or failures, acts of
government, labor disputes, failures in communications networks, legal
constraints or other events beyond Administrative Agent’s control, or (C) any
special, consequential, indirect or punitive damages, whether or not (1) any
claim for these damages is based on tort or contract or (2) Administrative Agent
or Borrower knew or should have known the likelihood of these damages in any
situation.  Administrative Agent makes no representations or
warranties other than those expressly made in this Agreement.

    


    Section
2.2        
    Letters of Credit.

    


    (a)     
      Letters of
Credit.  Subject to the terms and conditions of this Agreement,
the Administrative Agent, on behalf of the Lenders, agrees to issue for the
account of the Borrower during the period from and including the Effective Date
to, but excluding, the L/C Termination Date one or more standby letters of
credit (each a “Letter of
Credit”) up to a maximum aggregate Stated Amount at any one time
outstanding not to exceed the L/C Commitment Amount.

    


    (b)      
     Terms of Letters of
Credit.  At the time of issuance, the amount, form, terms and
conditions of each Letter of Credit shall be subject to approval by the
Administrative Agent and the Borrower.  Notwithstanding the foregoing,
in no event may (i) the expiration date of any Letter of Credit extend beyond
the L/C Termination Date, (ii) any Letter of Credit have initial duration in
excess of one year, or (iii) any Letter of Credit contain an automatic renewal
provision which (x) would allow such Letter of Credit to be renewed more often
than annually or (y) would allow, after giving effect to all renewal periods,
the expiration date of such Letter of Credit to extend beyond the L/C
Termination Date.


    
      
         


      

      
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    (c)      
     Requests for Issuance of
Letters of Credit.  The Borrower shall give the Administrative
Agent written notice at least five (5) Business Days prior to the requested date
of issuance of a Letter of Credit, such notice to describe in reasonable detail
the proposed terms of such Letter of Credit and the nature of the transactions
or obligations proposed to be supported by such Letter of Credit, and in any
event shall set forth with respect to such Letter of Credit (i) the proposed
initial Stated Amount, (ii) the beneficiary, and (iii) expiration date. The
Borrower shall also execute and deliver such customary applications and
agreements for standby letters of credit, and other forms as requested from time
to time by the Administrative Agent.  Provided the Borrower has given
the notice prescribed by the first sentence of this subsection and delivered
such application and agreements referred to in the preceding sentence, subject
to the other terms and conditions of this Agreement, including the satisfaction
of any applicable conditions precedent set forth in Article VI, the
Administrative Agent shall issue the requested Letter of Credit on the requested
date of issuance for the benefit of the stipulated beneficiary but in no event
prior to the date five (5) Business Days following the date after which the
Administrative Agent has received all of the items required to be delivered to
it under this subsection.  Upon the written request of the Borrower,
the Administrative Agent shall deliver to the Borrower a copy of (i) any Letter
of Credit proposed to be issued hereunder prior to the issuance thereof and (ii)
each issued Letter of Credit within a reasonable time after the date of issuance
thereof.  To the extent any term of a Letter of Credit Document is
inconsistent with a term of any Loan Document, the term of such Loan Document
shall control.

    


    (d)       
    Reimbursement
Obligations.  Upon receipt by the Administrative Agent from the
beneficiary of a Letter of Credit of any demand for payment under such Letter of
Credit, the Administrative Agent shall promptly notify the Borrower of the
amount to be paid by the Administrative Agent as a result of such demand and the
date on which payment is to be made by the Administrative Agent to such
beneficiary in respect of such demand.  The Borrower hereby
absolutely, unconditionally and irrevocably agrees to pay and reimburse the
Administrative Agent for the amount of each demand for payment under such Letter
of Credit at or prior to the date on which payment is to be made by the
Administrative Agent to the beneficiary thereunder, without presentment, demand,
protest or other formalities of any kind.  Upon receipt by the
Administrative Agent of any payment in respect of any Reimbursement Obligation,
the Administrative Agent shall promptly pay to each Lender that has acquired a
participation therein under the second sentence of Section 2.2(i) such
Lender’s Pro Rata Share of such payment.

    


    (e)       
    Manner of
Reimbursement.  Upon its receipt of a notice referred to in the
immediately preceding subsection (d), the Borrower shall advise the
Administrative Agent whether or not the Borrower intends to borrow hereunder to
finance its obligation to reimburse the Administrative Agent for the amount of
the related demand for payment and, if it does, the Borrower shall submit a
timely Notice of Borrowing as provided in Section
2.1(b).  If the Borrower fails to so advise the Administrative
Agent, or if the Borrower fails to reimburse the Administrative Agent for a
demand for payment under a Letter of Credit by the date of such payment, then
(i) if the applicable conditions contained in Article VI would
permit the making of Revolving Loans, the Borrower shall be deemed to have
requested a borrowing of Revolving Loans (which shall be Daily Rate Loans) in an
amount equal to the unpaid Reimbursement Obligation and the Administrative Agent
shall give each Lender prompt notice of the amount of the Revolving Loan to be
made available to the Administrative Agent not later than 11:00 a.m. and (ii) if
such conditions would not permit the making of Revolving Loans, the provisions
of subsection (j) of this Section shall apply.


    
      
         


      

      
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    (f)         
   Effect of Letters of Credit
on Commitments.  Upon the issuance by the Administrative Agent
of any Letter of Credit and until such Letter of Credit shall have expired or
been terminated, the Commitment of each Lender shall be deemed to be utilized
for all purposes of this Agreement in an amount equal to the product of (i) such
Lender’s Pro Rata Share and (ii) the sum of (A) the Stated Amount of such Letter
of Credit plus (B) any related Reimbursement Obligations then
outstanding.

    


    (g)      
     Administrative Agent’s
Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement
Obligation.  In examining documents presented in connection
with drawings under Letters of Credit and making payments under such Letters of
Credit against such documents, the Administrative Agent shall only be required
to use the same standard of care as it uses in connection with examining
documents presented in connection with drawings under letters of credit in which
it has not sold participations and making payments under such letters of
credit.  The Borrower assumes all risks of the acts and omissions of,
or misuse of the Letters of Credit by, the respective beneficiaries of such
Letters of Credit.  In furtherance and not in limitation of the
foregoing, neither the Administrative Agent nor any of the Lenders shall be
responsible for (i) the form, validity, sufficiency, accuracy, genuineness or
legal effects of any document submitted by any party in connection with the
application for and issuance of or any drawing honored under any Letter of
Credit even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
any Letter of Credit, or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully
with conditions required in order to draw upon such Letter of Credit; (iv)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telex, telecopy or otherwise, whether or not they be
in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any Letter of Credit, or of the proceeds of
any drawing under any Letter of Credit; or (viii) any consequences arising from
causes beyond the control of the Administrative Agent or the
Lenders.  None of the above shall affect, impair or prevent the
vesting of any of the Administrative Agent’s rights or powers
hereunder.  Any action taken or omitted to be taken by the
Administrative Agent under or in connection with any Letter of Credit, if taken
or omitted in the absence of gross negligence or willful misconduct, shall not
create against the Administrative Agent any liability to the Borrower or any
Lender.  In this connection, the obligation of the Borrower to
reimburse the Administrative Agent for any drawing made under any Letter of
Credit shall be absolute, unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement or any other applicable
Letter of Credit Document under all circumstances whatsoever, including without
limitation, the following circumstances: (A) any lack of validity or
enforceability of any Letter of Credit Document or any term or provisions
therein; (B) any amendment or waiver of or any consent to departure from all or
any of the Letter of Credit Documents; (C) the existence of any claim, setoff,
defense or other right which the Borrower may have at any time against the
Administrative Agent, any Lender, any beneficiary of a Letter of Credit or any
other Person, whether in connection with this Agreement, the transactions
contemplated hereby or in the Letter of Credit Documents or any unrelated
transaction; (D) any breach of contract or dispute between the Borrower, the
Administrative Agent, any Lender or any other Person; (E) any demand, statement
or any other document presented under a Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein or
made in connection therewith being untrue or inaccurate in any respect
whatsoever; (F) any non-application or misapplication by the beneficiary of a
Letter of Credit or of the proceeds of any drawing under such Letter of Credit;
(G) payment by the Administrative Agent under the Letter of Credit against
presentation of a draft or certificate which does not strictly comply with the
terms of the Letter of Credit; and (H) any other act, omission to act, delay or
circumstance whatsoever that might, but for the provisions of this Section,
constitute a legal or equitable defense to or discharge of the Borrower’s
Reimbursement Obligations.


    
      
         


      

      
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    (h)       
    Amendments,
Etc.  The issuance by the Administrative Agent of any
amendment, supplement or other modification to any Letter of Credit shall be
subject to the same conditions applicable under this Agreement to the issuance
of new Letters of Credit (including, without limitation, that the request
therefor be made through the Administrative Agent), and no such amendment,
supplement or other modification shall be issued unless either (i) the
respective Letter of Credit affected thereby would have complied with such
conditions had it originally been issued hereunder in such amended, supplemented
or modified form or (ii) the Requisite Lenders shall have consented
thereto.  In connection with any such amendment, supplement or other
modification, the Borrower shall pay the fees, if any, payable under the last
sentence of Section
3.6(e).

    


    (i)       
     Lenders’ Participation in
Letters of Credit.  Immediately upon the issuance by the
Administrative Agent of any Letter of Credit each Lender shall be deemed to have
absolutely, irrevocably and unconditionally purchased and received from the
Administrative Agent, without recourse or warranty, an undivided interest and
participation to the extent of such Lender’s Pro Rata Share of the liability of
the Administrative Agent with respect to such Letter of Credit and each Lender
thereby shall absolutely, unconditionally and irrevocably assume, as primary
obligor and not as surety, and shall be unconditionally obligated to the
Administrative Agent to pay and discharge when due, such Lender’s Pro Rata Share
of the Administrative Agent’s liability under such Letter of
Credit.  In addition, upon the making of each payment by a Lender to
the Administrative Agent in respect of any Letter of Credit pursuant to the
immediately following subsection (j), such Lender shall, automatically and
without any further action on the part of the Administrative Agent or such
Lender, acquire (i) a participation in an amount equal to such payment in the
Reimbursement Obligation owing to the Administrative Agent by the Borrower in
respect of such Letter of Credit and (ii) a participation in a percentage equal
to such Lender’s Pro Rata Share in any interest or other amounts payable by the
Borrower in respect of such Reimbursement Obligation (other than the Fees
payable to the Administrative Agent pursuant to the last sentence of Section
3.6(e)).

    


    (j)        
    Payment Obligation of
Lenders.  Each Lender severally agrees to pay to the
Administrative Agent on demand in immediately available funds in Dollars the
amount of such Lender’s Pro Rata Share of each drawing paid by the
Administrative Agent under each Letter of Credit to the extent such amount is
not reimbursed by the Borrower pursuant to Section
2.2(d).  Each such Lender’s obligation to make such payments to
the Administrative Agent under this subsection, and the Administrative Agent’s
right to receive the same, shall be absolute, irrevocable and unconditional and
shall not be affected in any way by any circumstance whatsoever, including
without limitation, (i) the failure of any other Lender to make its payment
under this subsection, (ii) the financial condition of the Borrower or any other
Loan Party, (iii) the existence of any Default or Event of Default, including
any Event of Default described in Section 11.1(e) or
Section 11.1(f)
or (iv) the termination of the Commitments.  Each such payment to the
Administrative Agent shall be made without any offset, abatement, withholding or
deduction whatsoever.


    
      
         


      

      
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    (k)       
    Information to
Lenders.  Promptly following any change in Letters of Credit
outstanding, the Administrative Agent shall deliver to each Lender and the
Borrower a notice describing the aggregate amount of all Letters of Credit
outstanding at such time.  Upon the request of any Lender from time to
time, the Administrative Agent shall deliver any other information reasonably
requested by such Lender with respect to each Letter of Credit then
outstanding.  Other than as set forth in this subsection, the
Administrative Agent shall have no duty to notify the Lenders regarding the
issuance or other matters regarding Letters of Credit issued
hereunder.  The failure of the Administrative Agent to perform its
requirements under this subsection shall not relieve any Lender from its
obligations under Section
2.2(j).

    


    Section
2.3            Swingline
Loans.

    


    (a)       
    Swingline
Loans.  Subject to the terms and conditions hereof, including
without limitation Section 2.14, the
Swingline Lender agrees to make Swingline Loans to the Borrower, during the
period from the Effective Date to but excluding the Swingline Termination Date,
in an aggregate principal amount at any one time outstanding up to, but not
exceeding, $35,000,000, as such amount may be reduced from time to time in
accordance with the terms hereof.  If at any time the aggregate
principal amount of the Swingline Loans outstanding at such time exceeds the
Swingline Commitment in effect at such time, the Borrower shall immediately pay
the Administrative Agent for the account of the Swingline Lender the amount of
such excess.  Subject to the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow Swingline Loans
hereunder.

    


    (b)       
    Procedure for Borrowing
Swingline Loans.  The Borrower shall give the Administrative
Agent and the Swingline Lender notice either telephonically or pursuant to a
Notice of Swingline Borrowing, in the form of Exhibit D-2 attached
hereto, delivered no later than 9:00 a.m. on the proposed date of such
borrowing.  Any such telephonic notice shall include all information
to be specified in a written Notice of Swingline Borrowing, and shall be
followed promptly by delivery from Borrower of a completed Notice of Swingline
Borrowing.  Not later than 11:00 a.m. on the date of the requested
Swingline Loan and subject to satisfaction of the applicable conditions set
forth in Article
VI for such borrowing, the Swingline Lender shall make the proceeds of
such Swingline Loan available to the Borrower in Dollars, in immediately
available funds, at the account specified by the Borrower in the Notice of
Swingline Borrowing.

    


    (c)      
     Interest.  Swingline
Loans shall bear interest at a per annum rate equal to the Daily LIBOR Rate as
in effect from time to time or at such other rate or rates as the Borrower and
the Swingline Lender may agree from time to time in writing.  All
accrued and unpaid interest on Swingline Loans shall be payable on the dates and
in the manner provided in Section 2.5(b) with
respect to interest on Daily Rate Loans (except as the Swingline Lender and the
Borrower may otherwise agree in writing in connection with any particular
Swingline Loan).


    
      
         


      

      
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    (d)         
  Swingline
Loan Amounts, Etc.  Each Swingline Loan shall be in the minimum
amount of $500,000 and integral multiples of $100,000 in excess thereof, or such
other minimum amounts agreed to by the Swingline Lender and the
Borrower.  Any voluntary prepayment of a Swingline Loan must be in
integral multiples of $100,000 or the aggregate principal amount of all
outstanding Swingline Loans (or such other minimum amounts upon which the
Swingline Lender and the Borrower may agree) and in connection with any such
prepayment, the Borrower must give the Swingline Lender prior written notice
thereof no later than 2:00 p.m. on the day prior to the date of such
prepayment.  Voluntary prepayments of any Swingline Loan shall not be
subject to any penalty or premium (with the exception of any breakage fee
associated therewith).  The Swingline Loans shall, in addition to this
Agreement, be evidenced by the Swingline Note.

    


    (e)        
   Repayment and Participations
of Swingline Loans.

    


    (i)          
  The Borrower agrees to repay each Swingline Loan within three (3)
Business Days of demand therefor by the Swingline Lender and, in any event,
within seven (7) Business Days after the date such Swingline Loan was
made.  Notwithstanding the foregoing, the Borrower shall repay the
entire outstanding principal amount of, and all accrued but unpaid interest on,
the Swingline Loans on the Swingline Termination Date (or such earlier date as
the Swingline Lender and the Borrower may agree in writing).

    


    (ii)        
   If (A), as of 10:00 a.m. on the sixth (6th)
Business Day following the funding of a particular Swingline Loan, Borrower has
neither repaid the Swingline Loan in full, notified the Swingline Lender in
writing that Borrower intends to repay such Swingline Loan in full on the next
Business Day, nor timely delivered a Notice of Borrowing requesting a proposed
funding date no later than the seventh (7th)
Business Day after such Swingline funding date, with respect to a Revolving Loan
in a principal amount sufficient to repay such Swingline Loan in full or (B), as of 11:00
a.m. on the seventh (7th)
Business Day following the funding of a particular Swingline Loan Borrower has
not repaid such Swingline Loan in full or the conditions precedent to any
requested Revolving Loan the proceeds of which were to have been used (in whole
or in part) to repay such Swingline Loan have not been satisfied, or (C) at any time
prior to the repayment of any Swingline Loan, an Event of Default shall exist or
the Loan shall be accelerated, then, in lieu of demanding repayment of any
outstanding Swingline Loan from the Borrower, the Swingline Lender may, on
behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to
act on its behalf), request a borrowing of Daily Rate Loans from the Lenders in
an amount equal to the principal balance of such Swingline Loan.

    


    (iii)           The
limitations contained in Section 3.5(a) shall
not apply to any borrowing of Daily Rate Loans made pursuant to this
subsection.  The Swingline Lender shall give notice to the
Administrative Agent of any such borrowing of Daily Rate Loans not later than
11:00 a.m. at least one Business Day prior to the proposed date of such
borrowing.

    


    (iv)           Each
Lender will make available to the Administrative Agent at the Principal Office
for the account of the Swingline Lender, in immediately available funds, the
proceeds of the Daily Rate Loan to be made by such Lender.  The
Administrative Agent shall pay the proceeds of such Daily Rate Loan to the
Swingline Lender, which shall apply such proceeds to repay such Swingline
Loan.


    
      
         


      

      
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    (v)        
   If the Lenders are prohibited from making Loans required to be
made under this subsection for any reason whatsoever, including without
limitation, the occurrence of any of the Defaults or Events of Default described
in Sections
11.1(e) or
11.1(f), each
Lender shall purchase from the Swingline Lender, without recourse or warranty,
an undivided interest and participation to the extent of such Lender’s Pro Rata
Share of such Swingline Loan, by directly purchasing a participation in such
Swingline Loan in such amount and paying the proceeds thereof to the
Administrative Agent for the account of the Swingline Lender in Dollars and in
immediately available funds.  A Lender’s obligation to purchase such a
participation in a Swingline Loan shall be absolute and unconditional and shall
not be affected by any circumstance whatsoever, including without limitation,
(i) any claim of setoff, counterclaim, recoupment, defense or other right which
such Lender or any other Person may have or claim against the Administrative
Agent, the Swingline Lender or any other Person whatsoever, (ii) the occurrence
or continuation of a Default or Event of Default  (including without
limitation, any of the Defaults or Events of Default described in Sections 11.1(e) or 11.1(f), or the
termination of any Lender’s Commitment, (iii) the existence (or alleged
existence) of an event or condition which has had or could have a Material
Adverse Effect, (iv) any breach of any Loan Document by the Administrative
Agent, any Lender or the Borrower or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.  If
such amount is not in fact made available to the Swingline Lender by any Lender,
the Swingline Lender shall be entitled to recover such amount on demand from
such Lender, together with accrued interest thereon for each day from the date
of demand thereof, at the Federal Funds Rate.

    


    (vi)           If
such Lender does not pay such amount forthwith upon the Swingline Lender’s
demand therefor, and until such time as such Lender makes the required payment,
the Swingline Lender shall be deemed to continue to have outstanding Swingline
Loans in the amount of such unpaid participation obligation for all purposes of
the Loan Documents (other than those provisions requiring the other Lenders to
purchase a participation therein).  Further, such Lender shall be
deemed to have assigned any and all payments made of principal and interest on
its Loans, and any other amounts due it hereunder, to the Swingline Lender to
fund Swingline Loans in the amount of the participation in Swingline Loans that
such Lender failed to purchase pursuant to this Section until such amount has
been purchased (as a result of such assignment or otherwise).

    


    Section
2.4            Bid Rate
Loans.

    


    (a)        
   Bid
Rate Loans.  In addition to borrowings of Revolving Loans but
subject to the limitations of Section 2.13, at any
time during the period from the Effective Date to but excluding the Termination
Date, the Borrower may, as set forth in this Section, request the Lenders to
make offers to make Bid Rate Loans to the Borrower in Dollars, in an aggregate
principal amount at any one time outstanding up to, but not exceeding, fifty
percent (50%) of the then Commitments under the Loan.  The Lenders
may, but shall have no obligation to, make such offers and the Borrower may, but
shall have no obligation to, accept any such offers in the manner set forth in
this Section.


    
      
         


      

      
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    (b)        
   Requests for Bid Rate
Loans.  When the Borrower in its discretion wishes to request
from the Lenders offers to make Bid Rate Loans, it shall give the Administrative
Agent notice (a “Bid Rate Quote
Request”) so as to be received no later than 9:00 a.m. on (x) the
Business Day immediately preceding the date of borrowing proposed therein, in
the case of an Absolute Rate Auction and (y) the date four (4) Business Days
prior to the proposed date of borrowing, in the case of a LIBOR
Auction.  The Administrative Agent shall deliver to each Lender a copy
of each Bid Rate Quote Request promptly upon receipt thereof by the
Administrative Agent.  The Borrower may request offers to make Bid
Rate Loans for up to three (3) different Interest Periods in each Bid Rate Quote
Request (for which purpose Interest Periods in different lettered clauses of the
definition of the term “Interest Period” shall be deemed to be different
Interest Periods even if they are coterminous); provided that the request for
each separate Interest Period shall be deemed to be separate borrowings (each a
“Bid Rate
Borrowing”).  Each Bid Rate Quote Request shall be
substantially in the form of Exhibit K-1 and shall
specify as to each Bid Rate Borrowing all of the following:

    


    (i)         
   the proposed date of such Bid Rate Borrowing, which shall be a
Business Day;

    


    (ii)      
     the aggregate amount of such Bid Rate Borrowing
which shall be in a minimum amount of $2,000,000 and integral multiples of
$500,000 in excess thereof which shall not cause any of the limits specified in
Section 2.13 to
be violated;

    


    (iii)           whether
the Bid Rate Quote Request is for LIBOR Margin Loans or Absolute Rate Loans;
and

    


    (iv)           the
duration of the Interest Period applicable thereto, which shall not extend
beyond the Termination Date.

    


    The
Borrower shall not deliver more than one (1) Bid Rate Quote Request during any
three (3) Business Day period, or more than four (4) Bid Rate Quote Requests
during any calendar month.

    


    (c)      
     Bid Rate
Quotes.

    


    (i)        
    Each Lender may submit to the Administrative Agent one
or more Bid Rate Quotes, each containing an offer to make a Bid Rate Loan in
response to any Bid Rate Quote Request; provided that, if the Borrower’s request
under Section
2.4(b) specified more than one Interest Period, such Lender may make a
single submission containing only one Bid Rate Quote for each such Interest
Period.  Each Bid Rate Quote must be submitted to the Administrative
Agent not later than 7:30 a.m. (x) on the proposed date of borrowing, in the
case of an Absolute Rate Auction and (y) on the date three Business Days prior
to the proposed date of borrowing, in the case of a LIBOR Auction, and in either
case the Administrative Agent shall disregard any Bid Rate Quote received after
such time; provided that the Lender then acting as the Administrative Agent may
submit a Bid Rate Quote only if it notifies the Borrower of the terms of the
offer contained therein not later than thirty (30) minutes prior to the latest
time by which the Lenders must submit applicable Bid Rate
Quotes.  Subject to Articles VI and XI, any Bid Rate
Quote so made shall be irrevocable.  Such Bid Rate Loans may be funded
by a Lender’s Designated Lender (if any) as provided in Section 13.6(d);
provided, such
Lender shall not be required to specify in its Bid Rate Quote whether such Bid
Rate Loan will be funded by such Designated Lender.


    
      
         


      

      
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    (ii)       
    Each Bid Rate Quote made by a Lender shall be
substantially in the form of Exhibit K-2 and shall
specify:

    


    (A)           the
proposed date of borrowing and the Interest Period therefor;

    


    (B)        
   the principal amount of the Bid Rate Loan for which each such
offer is being made; provided that the aggregate principal amount of all Bid
Rate Loans for which a Lender submits Bid Rate Quotes (x) may be greater or less
than the Commitment of such Lender but (y) shall not exceed the principal amount
of the Bid Rate Borrowing for a particular Interest Period for which offers were
requested;

    


    (C)        
   in the case of an Absolute Rate Auction, the rate of interest
per annum (rounded upwards, if necessary, to the nearest 1/1,000th of 1%)
offered for each such Absolute Rate Loan (the “Absolute Rate”);

    


    (D)           in
the case of a LIBOR Auction, the margin above or below applicable LIBOR (the
“LIBOR Margin”) offered
for each such LIBOR Margin Loan, expressed as a percentage (rounded upwards, if
necessary, to the nearest 1/1,000th of 1%)
to be added to (or subtracted from) the applicable LIBOR;

    


    (E)      
     the identity of the quoting Lender;
and

    


    (F)      
     any Bid Rate Quote shall be in a minimum amount of
$2,000,000 and integral multiples of $500,000 in excess thereof.

    


    
      No Bid
Rate Quote shall contain qualifying, conditional or similar language or propose
terms other than or in addition to those set forth in the applicable Bid Rate
Quote Request and, in particular, no Bid Rate Quote may be conditioned upon
acceptance by the Borrower of all (or some specified minimum) of the principal
amount of the Bid Rate Loan for which such Bid Rate Quote is being
made.

    

    


    (d)        
   Notification by
Administrative Agent.  The Administrative Agent shall, as
promptly as practicable after the Bid Rate Quotes are submitted (but in any
event not later than 8:30 a.m. (x) on the proposed date of borrowing, in the
case of an Absolute Rate Margin and (y) on the date three Business Days prior to
the proposed date of borrowing, in the case of a LIBOR Auction), notify the
Borrower of the terms (i) of any Bid Rate Quote submitted by a Lender that is in
accordance with Section 2.4(c) and
(ii) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent
with a previous Bid Rate Quote submitted by such Lender with respect to the same
Bid Rate Quote Request.  Any such subsequent Bid Rate Quote shall be
disregarded by the Administrative Agent unless such subsequent Bid Rate Quote is
submitted solely to correct a manifest error in such former Bid Rate
Quote.  The Administrative Agent’s notice to the Borrower shall
specify (A) the aggregate principal amount of the Bid Rate Borrowing for which
offers have been received and (B) the principal amounts and Absolute Rates or
LIBOR Margins, as applicable, so offered by each Lender.


    
      
         


      

      
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    (e)       
    Acceptance by
Borrower.

    


    (i)     
       Not later than 9:30 a.m. (x) on the
proposed date of borrowing, in the case of an Absolute Rate Margin and (y) on
the date three Business Days prior to the proposed date of borrowing, in the
case of LIBOR Auction, the Borrower shall notify the Administrative Agent of its
acceptance or nonacceptance of the offers so notified to it pursuant to Section 2.4(d) which
notice shall be in the form of Exhibit
K-3.  In the case of acceptance, such notice shall specify the
aggregate principal amount of offers for each Interest Period that are
accepted.  The failure of the Borrower to give such notice by such
time shall constitute nonacceptance of the relevant Bid Rate
Quote.  The Borrower may accept any Bid Rate Quote in whole or in
part; provided, that:

    


    (A)           the
aggregate principal amount of each Bid Rate Borrowing may not exceed the
applicable amount set forth in the related Bid Rate Quote Request;

    


    (B)           the
aggregate principal amount of each Bid Rate Borrowing shall comply with the
provisions of Section
2.4(b)(ii) but shall not cause the limits specified in Section 2.13 to be
violated;

    


    (C)           acceptance
of offers may be made only in ascending order of Absolute Rates or LIBOR
Margins, as applicable, in each case beginning with the lowest rate so
offered;

    


    (D)           any
acceptance in part by the Borrower shall be in a minimum amount of $2,000,000
and integral multiples of $500,000 in excess thereof; and

    


    (E)     
      the Borrower may not accept any offer that
fails to comply with Section 2.4(c) or
otherwise fails to comply with the requirements of this Agreement.

    


    (ii)      
     If offers are made by two or more Lenders with the
same Absolute Rates or LIBOR Margins, as applicable, for a greater aggregate
principal amount than the amount in respect of which offers are accepted for the
related Interest Period, the principal amount of Bid Rate Loans in respect of
which such offers are accepted shall be allocated by the Administrative Agent
among such Lenders in proportion to the aggregate principal amount of such
offers without regard to the provisions of subsection (e)(i)(D)
above.  Determinations by the Administrative Agent of the amounts of
Bid Rate Loans shall be conclusive in the absence of manifest
error.


    
      
         


      

      
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    (f)        
    Obligation to Make Bid Rate
Loans.  The Administrative Agent shall promptly (and in any
event not later than (x) 10:00 a.m. on the proposed date of borrowing of
Absolute Rate Loans and (y) on the date three Business Days prior to the
proposed date of borrowing of LIBOR Margin Loans) notify each Lender that
submitted a Bid Rate Quote as to whose Bid Rate Quote has been accepted and the
amount and rate thereof.  A Lender who is notified that it has been
selected to make a Bid Rate Loan may designate its Designated Lender (if any) to
fund such Bid Rate Loan on its behalf, as described in Section
13.6(d).  Any Designated Lender which funds a Bid Rate Loan
shall on and after the time of such funding become the obligee under such Bid
Rate Loan and be entitled to receive payment thereof when due.  No
Lender shall be relieved of its obligation to fund a Bid Rate Loan, and no
Designated Lender shall assume such obligation, prior to the time the applicable
Bid Rate Loan is funded.  Any Lender whose offer to make any Bid Rate
Loan has been accepted shall, not later than 11:00 a.m. on the date specified
for the making of such Loan, make the amount of such Loan available to the
Administrative Agent at its Principal Office in immediately available funds, for
the account of the Borrower.  The Administrative Agent shall, subject
to the terms and conditions of this Agreement, make the amount so received
available to the Borrower not later than 12:00 noon on such date by depositing
the same, in immediately available funds, in an account of the Borrower
designated by the Borrower.

    


    (g)      
     No Effect on
Commitment.  Except for the purpose and to the extent expressly
stated in Section
2.14, the amount of any Bid Rate Loan made by any Lender shall not
constitute a utilization of such Lender’s Commitment.

    


    Section
2.5            Rates
and Payment of Interest on Loans.

    


    (a)      
     Rates.  The
Borrower promises to pay to the Administrative Agent for the account of each
Lender interest on the unpaid principal amount of each Loan made by such Lender
for the period from and including the date of the making of such Loan to but
excluding the date such Loan shall be paid in full, at the following per annum
rates:

    


    (i)           
 during such periods as such Loan is a Base Rate Loan, at the Base Rate (as
in effect from time to time);

    


    (ii)        
   during such periods as such Loan is a Daily Rate Loan, at the
Daily LIBOR Rate (as in effect from time to time);

    


    (iii)           during
such periods as such Loan is a LIBOR Loan, at LIBOR for such Loan for the
Interest Period therefor, plus the Applicable
Margin for LIBOR Loans;

    


    (iv)           during
such periods as such Loan is a Swingline Loan, at the Daily LIBOR Rate (as in
effect from time to time) or such other rate as Borrower and Swingline Lender
may agree from time to time in writing for such Swingline Loan; and

    


    (v)        
   during such periods as such Loan is a Bid Rate Loan, (A) at
the Absolute Rate (as in effect from time to time), in the case of each such Bid
Rate Loan which is an Absolute Rate Loan, and (B) at LIBOR for such Bid Rate
Loan for the Interest Period therefor, plus the applicable
LIBOR Margin, in the case of each such Bid Rate Loan which is a LIBOR Margin
Loan.


    
      
         


      

      
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    Notwithstanding
the foregoing, during the continuance of an Event of Default, the Borrower shall
pay to the Administrative Agent for the account of each Lender interest at the
Post-Default Rate on the outstanding principal amount of any Loan made by such
Lender, on all Reimbursement Obligations and on any other amount payable by the
Borrower hereunder or under the Notes held by such Lender to or for the account
of such Lender (including without limitation, accrued but unpaid interest to the
extent permitted under Applicable Law).

    


    (b)        
   Payment of Interest.
All accrued and unpaid interest on the outstanding principal amount of each Loan
shall be payable (i) monthly in arrears on the first day of each month,
commencing with the first full calendar month occurring after the Effective Date
and (ii) on any date on which the principal balance of such Loan is due and
payable in full (whether at maturity, due to acceleration or
otherwise).  Interest payable at the Post-Default Rate shall be
payable from time to time on demand.  All determinations by the
Administrative Agent of an interest rate hereunder shall be conclusive and
binding on the Lenders and the Borrower for all purposes, absent manifest
error.

    


    Section
2.6         
   Number of Interest Periods.

    


    There may
be no more than eight (8) different Interest Periods outstanding at the same
time, whether in the context of a LIBOR Loan which is a Revolving Loan or a
LIBOR Loan which is a Bid Rate Loan.

    


    Section
2.7         
   Repayment of Loans.

    


    The
Borrower shall repay the entire outstanding principal amount of, and all accrued
but unpaid interest on, the Revolving Loans on the Termination Date and the Bid
Rate Loans on their respective applicable due dates.

    


    Section
2.8       
     Prepayments.

    


    (a)       
    Optional.  Subject
to Sections
3.5 and 5.4, the Borrower may
prepay any Loan at any time without premium or penalty.  The Borrower
shall give the Administrative Agent at least three (3) Business Days prior
written notice of the prepayment of any LIBOR Loan and shall give written notice
prior to or together with payment of any Daily Rate Loan (or Base Rate Loan, if
applicable), but in any case, such notice for payment of any Daily Rate Loan or
Base Rate Loan shall be given by Noon Eastern Time, and Administrative Agent
shall promptly notify Lenders thereafter.

    


    (b)       
    Mandatory.

    


    (i)          
  Commitment
Overadvance.  If at any time the aggregate principal amount of
all outstanding Loans, together with the aggregate amount of all Letter of
Credit Liabilities, exceeds the Total Commitment Amount, the Borrower shall
immediately upon demand pay to the Administrative Agent for the ratable benefit
of the Lenders, the amount of such excess.

    


    (ii)       
    Pool
Overadvance.  If at any time the aggregate principal amount of
all outstanding Loans, together with the aggregate amount of all Letter of
Credit Liabilities, exceeds the Maximum Availability, the Borrower shall within
five (5) days of the Borrower obtaining knowledge of the occurrence of any such
excess, deliver to the Administrative Agent for prompt distribution to each
Lender a written plan acceptable to all of the Lenders to eliminate such
excess.  If such excess is not eliminated within fifteen (15) days of
the Borrower obtaining knowledge of the occurrence thereof, then the entire
outstanding principal balance of all Loans, together with all accrued interest
thereon, and an amount equal to all Letter of Credit Liabilities for deposit
into the Letter of Credit Collateral Account, shall be immediately due and
payable in full.


    
      
         


      

      
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    (iii)           Bid Loan
Overadvance.  If at any time the aggregate principal amount of
all outstanding Bid Rate Borrowings exceeds fifty percent (50%) of the then
Commitments under the Loan, the Borrower shall immediately upon demand pay to
the Administrative Agent for the account of the applicable Lenders, the amount
of such excess.

    


    All
payments under this subsection (b) shall be applied to pay all amounts of excess
principal outstanding on the applicable Loans and any applicable Reimbursement
Obligations in accordance with Section 3.2, and the
remainder, if any, shall be deposited into the Letter of Credit Collateral
Account for application to any Reimbursement Obligations as and when
due.

    


    Section
2.9     
      Continuation.

    


    So long
as no Default or Event of Default exists, the Borrower may on any Business Day,
with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion
thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR
Loan.  Each new Interest Period selected under this Section shall
commence on the last day of the immediately preceding Interest
Period.  Each selection of a new Interest Period shall be made by the
Borrower giving to the Administrative Agent a Notice of Continuation not later
than 9:00 a.m. on the third Business Day prior to the date of any such
Continuation.  Such notice by the Borrower of a Continuation shall be
by telephone or telecopy, confirmed immediately in writing if by telephone, in
the form of a Notice of Continuation, specifying (a) the proposed date of such
Continuation, (b) the LIBOR Loan and portion thereof subject to such
Continuation and (c) the duration of the selected Interest Period, all of which
shall be specified in such manner as is necessary to comply with all limitations
on Loans outstanding hereunder.  Each Notice of Continuation shall be
irrevocable by and binding on the Borrower once given.  Promptly after
receipt of a Notice of Continuation, the Administrative Agent shall notify each
Lender by telex or telecopy, or other similar form of transmission of the
proposed Continuation.  If the Borrower shall fail to select in a
timely manner a new Interest Period for any LIBOR Loan in accordance with this
Section, such Loan will automatically, on the last day of the current Interest
Period therefor, Convert into a Daily Rate Loan notwithstanding failure of the
Borrower to comply with Section
2.10.

    


    Section
2.10    
     Conversion.

    


    So long
as no Default or Event of Default exists, the Borrower may on any Business Day,
upon the Borrower’s giving of a Notice of Conversion to the Administrative
Agent, Convert all or a portion of a Loan of one Type into a Loan of another
Type.  Any Conversion of a LIBOR Loan into a Daily Rate Loan shall be
made on, and only on, the last day of an Interest Period for such LIBOR Loan
and, upon Conversion of a Daily Rate Loan into a LIBOR Loan, the Borrower shall
pay accrued interest to the date of Conversion on the principal amount so
Converted.  Each such Notice of Conversion shall be given not later
than 9:00 a.m. on the Business Day prior to the date of any proposed Conversion
into Daily Rate Loans and on the third Business Day prior to the date of any
proposed Conversion into LIBOR Loans.  Promptly after receipt of a
Notice of Conversion, the Administrative Agent shall notify each Lender by telex
or telecopy, or other similar form of transmission of the proposed
Conversion.  Subject to the restrictions specified above, each Notice
of Conversion shall be by telephone (confirmed immediately in writing) or
telecopy in the form of a Notice of Conversion specifying (a) the requested date
of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of
such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be
Converted into and (e) if such Conversion is into a LIBOR Loan, the requested
duration of the Interest Period of such Loan.  Each Notice of
Conversion shall be irrevocable by and binding on the Borrower once
given.


    
      
         


      

      
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    Section
2.11          Notes.

    


    The
Revolving Loans made by each Lender shall, in addition to this Agreement, also
be evidenced by a promissory note of the Borrower substantially in the form of
Exhibit G-1
(each a “Revolving
Note”), payable to the order of such Lender in a principal amount equal
to the amount of its Commitment as originally in effect and otherwise duly
completed.  The Bid Rate Loans made by any Lender to the Borrower
shall, in addition to this Agreement, also be evidenced by a Bid Rate Note
payable to the order of such Lender substantially in the form of Exhibit
G-3.  The Swingline Loans made by the Swingline Lender to the
Borrower shall, in addition to this Agreement, also be evidenced by a Swingline
Note payable to the order of the Swingline Lender substantially in the form of
Exhibit
G-2.

    


    Section
2.12          Expiration or
Termination Date of Letters of Credit Past Termination Date.

    


    If on the
date the Commitments are terminated (whether voluntarily, by reason of the
occurrence of an Event of Default or otherwise), there are any Letters of Credit
outstanding hereunder, the Borrower shall, on such date, pay to the
Administrative Agent an amount of money equal to the Stated Amount of such
Letter(s) of Credit for deposit into the Letter of Credit Collateral
Account.  If a drawing pursuant to any such Letter of Credit occurs on
or prior to the expiration date of such Letter of Credit, the Borrower
authorizes the Administrative Agent to use the monies deposited in the Letter of
Credit Collateral Account to make payment to the beneficiary with respect to
such drawing or the payee with respect to such presentment.  If no
drawing occurs on or prior to the expiration date of such Letter of Credit, the
Administrative Agent shall pay to the Borrower (or to whomever else may be
legally entitled thereto) the monies deposited in the Letter of Credit
Collateral Account (together with any accrued interest thereon) with respect to
such outstanding Letter of Credit on or before the date thirty (30) days after
the expiration date of such Letter of Credit.

    


    Section
2.13          Amount
Limitations.  

    


    Notwithstanding
any other term of this Agreement or any other Loan Document, (a) no Lender shall
be required to make any Loan, and the Administrative Agent shall not be required
to issue any Letter of Credit or make any Swingline Loan if, immediately after
the making of such Loan (including Swingline Loans) or issuance of such Letter
of Credit the aggregate principal amount of all outstanding Loans (including
Swingline Loans), together with the aggregate amount of all Letter of Credit
Liabilities, would exceed either (i) the Total Commitment Amount or (ii) the
Maximum Availability and (b) the aggregate principal amount of all outstanding
Bid Rate Loans shall not exceed fifty percent (50%) of the then Commitments
under the Loan.


    
      
         


      

      
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    Section
2.14          Optional
Increase to the Commitment.  

    


    (a)    
       Provided that no Event of Default or
Default then exists, Borrower may, in accordance with the provisions of this
Section 2.14
and on no more than three (3) occasions prior to October 17, 2010, request in
writing that the then Total Commitment Amount be increased up to $400,000,000,
provided, however, that no such
request shall be for an increase amount less than $25,000,000; provided, further, that
Borrower may increase the Total Commitment Amount by an amount no greater than
$48,000,000 one (1) time within the forty-five (45) day period immediately
following the Effective Date, and, so long as such increase occurs within such
time period, the limitations set forth in this sentence shall not apply to such
increase (i.e., such increase shall not be deemed one of Borrower’s three
opportunities to increase the Total Commitment Amount and may be for an amount
less than $25,000,000), and, in connection with such increase of the Total
Commitment Amount, Borrower agrees to execute a Revolving Note and a Bid Rate
Note in favor of such New Lender (as defined below).  Any request
under this Section shall be submitted by Borrower to the Lenders through
Administrative Agent not less than thirty (30) days prior to the proposed
increase, specify the proposed effective date and amount of such increase and be
accompanied by (i) an Officer’s Certificate of Borrower stating that
no Event of Default or Default exists as of the date of the request or will
result from the requested increase, (ii) a written consent to the increase in
the amount of the Commitments executed by each Guarantor and (iii) the
satisfaction of all conditions precedent specified in Article
VI.  Borrower may also specify any fees offered to those
Lenders which agree to an increase in the amount of their respective Pro Rata
Shares of the Total Commitment Amount (which fees may be variable based upon the
amount which any such Lender is willing to assume as an increase to the amount
of its Pro Rata Share of the increased Commitments).  The consent of
the Lenders, as such, shall not be required for an increase in the amount of the
Total Commitment Amount pursuant to this Section 2.14;
provided that the increase of any specific Lender’s Commitment pursuant to this
Section 2.14
(or any other section hereof) shall be subject to such Lender’s written
consent.

    


    (b)       
    Each Lender may approve or reject a request for an
increase in the amount of its Pro Rata Share of the Total Commitment Amount in
its sole and absolute discretion and, absent an affirmative written response
within fifteen (15) days after receipt of such request, shall be deemed to have
rejected the request.  The rejection of such a request by any number
of Lenders shall not affect Borrower’s right to increase the Total Commitment
Amount pursuant to this Section as a result of, and with respect to the Pro Rata
Shares of, those Lenders that approve such increase and such additional Lenders
that join this Agreement in accordance with subsection (e) of this Section
2.14.  Notwithstanding any other provision hereof, no Lender
which rejects a request for an increase in the Total Commitment Amount shall be
(i) subject to removal as a Lender, (ii) obligated to lend any amount greater
than its original Pro Rata Share of the original Total Commitment Amount, or
(iii) deemed to be in default in any respect hereunder.


    
      
         


      

      
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    (c)        
   In responding to a request under this Section, each Lender
which is willing to increase the amount of its Pro Rata Share of the increased
Total Commitment Amount shall specify the amount of the proposed increase which
it is willing to assume.  Each consenting Lender shall be entitled to
participate ratably (based on its Pro Rata Share of the Commitment before such
increase) in any resulting increase in the Commitment, subject to the right of
Administrative Agent to adjust allocations of the increased Commitment so as to
result in the amounts of the Pro Rata Shares of the Lenders being in integral
multiples of $1,000,000.

    


    (d)     
      If the aggregate principal amount offered to
be assumed by the consenting Lenders is less than the amount requested, Borrower
in its sole discretion may (i) reject the proposed increase in its entirety,
(ii) accept the offered amounts or (iii) designate new lenders who qualify as
Eligible Assignees under Section 13.6 and
which are reasonably acceptable to Administrative Agent as additional Lenders
hereunder in accordance with clause (e) of this Section (each, a “New Lender”), which New
Lenders may assume the amount of the increase in the Commitment that has not
been assumed by the consenting Lenders.

    


    (e)      
     Each New Lender designated by Borrower and
reasonably acceptable to Administrative Agent shall become an additional party
hereto as a New Lender concurrently with the effectiveness of the proposed
increase in the Commitment upon its execution of an instrument of joinder to
this Agreement which is in form and substance acceptable to Administrative Agent
and which, in any event, contains the representations, warranties, indemnities
and other protections afforded to Administrative Agent and the other Lenders
which would be granted or made by an eligible assignee under Section 13.6 by means
of the execution of an Assignment and Acceptance Agreement.

    


    (f)         
   Subject to the foregoing, any increase to the Commitment
requested under this Section shall be effective as of the date proposed by
Borrower and shall be in the principal amount equal to (i) the amount which
consenting Lenders are willing to assume as increases to the amount of their
respective Pro Rata Shares plus (ii) the amount offered by any New
Lenders.  Upon the effectiveness of any such increase, Borrower shall
execute replacement Notes to each affected Lender and new Notes to each New
Lender, and the Pro Rata Share of each Lender will be adjusted, higher or lower
as needed, to give effect to the increase in the Commitment and set forth in a
new Schedule
1.1(A) issued by Administrative
Agent.  On or prior to such effective date and as applicable, certain
of the Lenders shall purchase, and certain of the Lenders shall sell, to one
another, the percentage interest in the Commitment as necessary in order to
reallocate the principal balance under the Notes among the Lenders to correspond
to the Pro Rata Shares of the Lenders set forth in the new Schedule 1.1(A)
referred to above, and Borrower shall be obligated to pay any breakage costs
associated therewith.

    


    Section
2.15          Extension of the
Termination Date.  

    


     The
Borrower in its sole discretion may request that the Administrative Agent and
the Lenders extend the current Termination Date by one year from the Initial
Termination Date by executing and delivering to the Administrative Agent at
least ninety (90) days prior to the Initial Termination Date, a written request
for such extension.  The Administrative Agent shall forward to each
Lender a copy of any such request delivered to the Administrative Agent promptly
upon receipt thereof.  Subject to satisfaction of the following
conditions, the Termination Date shall be extended for one year from the Initial
Termination Date: (a) immediately prior to such extension and immediately after
giving effect thereto, no Default or Event of Default shall have occurred and be
continuing, (b) the Borrower shall have paid the Fees payable under Section 3.6(b) upon
exercise of the extension option set forth in this Section 2.15, and (c)
all representations and warranties made or deemed made by any Loan Party in any
Loan Document to which any such Loan Party is a party are true and correct on
the effective date of such extension (except for representations or warranties
which expressly relate solely to an earlier date).


    
      
         


      

      
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      ARTICLE
III           PAYMENTS,
FEES AND OTHER GENERAL PROVISIONS

    

    


    Section
3.1        
   Payments.

    


    Except to
the extent otherwise provided herein, all payments of principal, interest and
other amounts to be made by the Borrower under this Agreement or any other Loan
Document shall be made in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, to the Administrative Agent, not later than
11:00 a.m. on the date on which such payment shall become due (each such payment
made after such time on such due date to be deemed to have been made on the next
succeeding Business Day).  The Borrower shall, at the time of making
each payment under this Agreement or any Note, specify to the Administrative
Agent the amounts payable by the Borrower hereunder to which such payment is to
be applied.  Each payment received by the Administrative Agent for the
account of a Lender under this Agreement or any Note of such Lender shall be
paid to such Lender, by wire transfer of immediately available funds in
accordance with the wiring instructions provided by such Lender to the
Administrative Agent from time to time, for the account of such Lender at the
applicable Lending Office of such Lender.  If the Administrative Agent
fails to pay such amount to a Lender within one Business Day of receipt thereof
by the Administrative Agent, the Administrative Agent shall pay interest on such
amount until paid at a rate per annum equal to the Federal Funds Rate from time
to time in effect.  If the due date of any payment under this
Agreement or any other Loan Document would otherwise fall on a day which is not
a Business Day such date shall be extended to the next succeeding Business Day
and interest shall be payable for the period of such extension.

    


    Section
3.2             Pro
Rata Treatment.

    


    Except to
the extent otherwise provided herein:  (a) each borrowing from Lenders
under Section
2.1 shall be made from the Lenders, each payment of the fees under Sections 3.6(b), 3.6(d) and the first
sentence of 3.6(e) shall be made
for the ratable benefit of the Lenders, and each termination or reduction of the
amount of the Commitments pursuant to this Agreement shall be applied to the
respective Commitments of the Lenders, pro rata according to the amounts of
their respective Commitments; (b) each payment or prepayment of principal of
Revolving Loans by the Borrower shall be made for the account of each Lender pro
rata in accordance with the respective unpaid principal amounts of the Revolving
Loans held by them, provided that if immediately prior to giving effect to any
such payment in respect of any Revolving Loans the outstanding principal amount
of the Revolving Loans shall not be held by the Lenders pro rata in accordance
with their respective Commitments in effect at the time such Loans were made,
then such payment shall be applied to the Revolving Loans in such manner as
shall result, as nearly as is practicable, in the outstanding principal amount
of the Revolving Loans being held by the Lenders pro rata in accordance with
their respective Commitments; (c) each payment of interest on Revolving Loans by
the Borrower shall be made for the account  of the Lenders pro rata in
accordance with the amounts of interest on such Loans then due and payable to
the respective Lenders; (d) the Conversion and Continuation of Revolving Loans
of a particular Type (other than Conversions provided for by Section 5.5) shall be
made pro rata among the Lenders according to the amounts of their respective
Commitments (in the case of making of Loans) or their respective Loans (in the
case of Conversions or Continuations of Loans) and the then current Interest
Period for each Lender’s portion of each Revolving Loan of such Type shall be
coterminous; (e) each payment or prepayment of principal and/or interest of Bid
Rate Loans by the Borrower pursuant to Section 2.8(b) shall
be made for account of each Lender then owed Bid Rate Loans pro rata in
accordance with the respective unpaid principal amounts of the Bid Rate Loans
then owing to each such Lender; (f) the Lenders’ participation in, and payment
obligations in respect of, Swingline Loans under Section 2.3, shall be
in accordance with their respective Pro Rata Shares; and (g) the Lenders’
participation in, and payment obligations in respect of, Letters of Credit under
Section 2.2 and
with respect to the funds held in the Letter of Credit Collateral Account, shall
be pro rata in accordance with their respective Commitments. All payments of
principal, interest, fees and other amounts in respect of the Swingline Loans
shall be for the account of the Swingline Lender only (except to the extent any
Lender shall have acquired a participating interest in any such Swingline Loan
pursuant to Section
2.3).


    
      
         


      

      
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    Section
3.3           
 Sharing of Payments, Setoff, Etc.

    


    The
Borrower agrees that, in addition to any rights now or hereafter granted under
Applicable Law and not by way of limitation of any such rights, the
Administrative Agent, each Lender and each Participant is hereby authorized by
the Borrower, at any time or from time to time so long as but only so long as an
Event of Default exists to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured) and any
other indebtedness at any time held or owing by the Administrative Agent, such
Lender or any affiliate of the Administrative Agent or such Lender, to or for
the credit or the account of the Borrower against and on account of any of the
Obligations, irrespective of whether or not any or all of the Loans and all
other Obligations have been declared to be, or have otherwise become, due and
payable as permitted by Section 11.2, and
although such obligations shall be contingent or unmatured.  The
foregoing rights may be exercised without prior notice to the Borrower or to any
other Person, any such notice being hereby expressly waived (provided that
Administrative Agent shall give after-the-fact notice to Borrower), but in the
case of a Lender or a Participant shall be subject to receipt of the prior
written consent of the Administrative Agent exercised in its sole
discretion.  If a Lender shall obtain payment of any principal of, or
interest on, any Loan made by it to Borrower under this Agreement or shall
obtain payment on any other Obligation owing by the Borrower or any other Loan
Party through the exercise of any right of set-off, banker’s lien or
counterclaim or similar right or otherwise or through voluntary prepayments
directly to a Lender  or other payments made by the Borrower or any
other Loan Party to a Lender not in accordance with the terms of  this
Agreement and such payment should be distributed to the Lenders pro rata in
accordance with Section 3.2 or Section 11.4, as
applicable, such Lender shall promptly purchase from the other Lenders
participations in (or, if and to the extent specified by such Lender, direct
interests in) the Loans made by the other Lenders or other Obligations owed to
such other Lenders in such amounts, pay such amounts to the other Lenders and
make such other adjustments from time to time as shall be equitable, to the end
that all the Lenders shall share the benefit of such payment (net of any
reasonable expenses which may actually be incurred by such Lender in obtaining
or preserving such benefit) pro rata in accordance with the requirements of
Section 3.2 or
Section 11.4,
as applicable.  To such end, all the Lenders shall make appropriate
adjustments among themselves (by the resale of participations sold or otherwise)
if such payment is rescinded or must otherwise be restored.  The
Borrower agrees that any Lender so purchasing a participation (or direct
interest) in the Loans or other Obligations owed to such other Lenders may
exercise all rights of set-off, banker’s lien, counterclaim or similar rights
with the respect to such participation as fully as if such Lender were a direct
holder of Loans in the amount of such participation.  Nothing
contained herein shall require any Lender to exercise any such right or shall
affect the right of any Lender to exercise and retain the benefits of
exercising, any such right with respect to any other indebtedness or obligation
of the Borrower.


    
      
         


      

      
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    Section
3.4        
    Several Obligations.

    


    No Lender
shall be responsible for the failure of any other Lender to make a Loan or to
perform any other obligation to be made or performed by such other Lender
hereunder, and the failure of any Lender to make a Loan or to perform any other
obligation to be made or performed by it hereunder shall not relieve the
obligation of any other Lender to make any Loan or to perform any other
obligation to be made or performed by such other Lender.

    


    Section
3.5         
   Minimum Amounts.

    


    (a)       
    Borrowings.  Each
borrowing of Daily Rate Loans shall be in an aggregate minimum amount of
$1,000,000 and integral multiples of $100,000 in excess thereof.  Each
borrowing of and Continuation of, and each Conversion of Daily Rate Loans into,
LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral
multiples of $100,000 in excess of that amount.

    


    (b)      
     Prepayments.  Each
voluntary prepayment of Revolving Loans shall be in an aggregate minimum amount
of $1,000,000 and integral multiples of $100,000 in excess thereof.

    


    Section
3.6       
     Fees.

    


    (a)            Loan Fee. The
Borrower agrees to pay to the Administrative Agent on or prior to the Effective
Date a loan fee as set forth in the Fee Letter, which loan fee Administrative
Agent shall share with the other Lenders in accordance with Administrative
Agent’s separate agreements with such Lenders.

    


    (b)   
        Extension
Fee.  If, pursuant to Section 2.15, the
Borrower exercises its right to extend the Termination Date, the Borrower agrees
to pay to the Administrative Agent for the account of each Lender an extension
fee equal to two tenths of one percent (0.20%) of the amount of each Lender’s
Commitment.  Such fees shall be paid to the Administrative Agent upon,
and as a condition to, Borrower’s exercise of such extension.

    


    (c)         
  Bid Rate
Loan Fees.  The Borrower agrees to pay to the Administrative
Agent such fees for services rendered by the Administrative Agent in connection
with the Bid Rate Loans as are set forth in the Fee Letter or as shall be
separately agreed upon between the Borrower and the Administrative
Agent.


    
      
         


      

      
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    (d)     
      Facility
Fees.  During the period from the Effective Date to but
excluding the Termination Date, the Borrower agrees to pay to the Administrative
Agent for the ratable benefit of the Lenders a facility fee per annum equal to
the percentage of the Total Commitment Amount set forth in the table below
corresponding to the applicable Level at which the “Applicable Margin” is
determined in accordance with the definition thereof, as of the applicable date
of determination:

    


     

    
      
        
          
            
              
                
                  
                    	
                            Level

                          	
                            Facility
      Fee

                          
	
                            1

                          	
                            0.25%

                          
	
                            2

                          	
                            0.25%

                          
	
                            3

                          	
                            0.275%

                          
	
                            4

                          	
                            0.30%

                          
	
                            5

                          	
                            0.30%

                          


                  

                

              

            

          

        

      

    

    


    Such fees
shall be computed and payable quarterly in arrears on the first day of each
January, April, July and October during the term of this Agreement and on the
Termination Date.

    


    (e)            Letter of Credit
Fees. The Borrower agrees to pay to the Administrative Agent for the
ratable benefit of the Lenders a letter of credit fee in respect of each
outstanding Letter of Credit at a rate per annum equal to the greater of (i) the Applicable
Margin for LIBOR Loans from time to time in effect multiplied by the Stated
Amount of such Letter of Credit or (ii) $1,000.  Such letter of credit
fee shall be payable quarterly in advance on the first day of each January,
April, July and October during the term of such Letter of Credit, provided that
the full amount of such fee shall be immediately due and payable upon any early
termination of a Letter of Credit.  The Borrower shall pay directly to
the Administrative Agent a fronting fee for its account with respect to each
Letter of Credit issued, together with from time to time on demand all
commissions, charges, costs and expenses in the amounts customarily charged by
the Administrative Agent from time to time in like circumstances with respect to
the issuance of each Letter of Credit, drawings, amendments and other
transactions relating thereto.

    


    (f)         
   Administrative and Other
Fees.  The Borrower agrees to pay the administrative,
arrangement and other fees of the Administrative Agent as set forth in the Fee
Letter or as may otherwise be agreed to in writing between the Borrower and the
Administrative Agent from time to time.

    


    Section
3.7        
    Computations.

    


    Unless
otherwise expressly set forth herein, any accrued interest on any Loan, any Fees
or other Obligations due hereunder shall be computed on the basis of a year of
360 days and the actual number of days elapsed.


    
      
         


      

      
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    Section
3.8        
    Usury.

    


    In no
event shall the amount of interest due or payable on the Loans or other
Obligations exceed the maximum rate of interest allowed by Applicable Law and,
if any such payment is paid by the Borrower or received by any Lender, then such
excess sum shall be credited as a payment of principal, unless the Borrower
shall notify the respective Lender in writing that the Borrower elects to have
such excess sum returned to it forthwith.  It is the express intent of
the parties hereto that the Borrower not pay and the Lenders not receive,
directly or indirectly, in any manner whatsoever, interest in excess of that
which may be lawfully paid by the Borrower under Applicable Law.

    


    Section
3.9       
     Agreement Regarding Interest and
Charges.

    


    The
parties hereto hereby agree and stipulate that the only charge imposed upon the
Borrower for the use of money in connection with this Agreement is and shall be
the interest specifically described in Section 2.5(a)(i)
through (v).  Notwithstanding
the foregoing, the parties hereto further agree and stipulate that all agency
fees, syndication fees, facility fees, letter of credit fees, default charges,
funding or “breakage” charges, increased cost charges, attorneys’ fees and
reimbursement for costs and expenses paid by the Administrative Agent or any
Lender to third parties or for damages incurred by the Administrative Agent or
any Lender, are charges made to compensate the Administrative Agent or any such
Lender for underwriting or administrative services and costs or losses performed
or incurred, and to be performed or incurred, by the Administrative Agent and
the Lenders in connection with this Agreement and shall under no circumstances
be deemed to be charges for the use of money.  All charges other than
charges for the use of money shall be fully earned and nonrefundable when
due.

    


    Section
3.10          Statements of
Account.

    


    The
Administrative Agent shall, within fifteen (15) days after the end of each
calendar month, account to the Borrower monthly with a written statement of
Loans, accrued interest and Fees, charges and payments made pursuant to this
Agreement and the other Loan Documents, and such account rendered by the
Administrative Agent shall be deemed conclusive upon Borrower absent manifest
error.  The Administrative Agent will account to the Borrower on
changes in Letters of Credit in accordance with Section
2.2(k).  The failure of the Administrative Agent to deliver
such a statement of accounts shall not relieve or discharge the Borrower from
any of its obligations hereunder.

    


    Section
3.11          Defaulting
Lenders.

    


    If for
any reason any Lender (a “Defaulting Lender”) shall fail
or refuse to perform any of its obligations under this Agreement or any other
Loan Document to which it is a party within the time period specified for
performance of such obligation or, if no time period is specified, if such
failure or refusal continues for a period of two Business Days after notice from
the Administrative Agent, then, in addition to the rights and remedies that may
be available to the Administrative Agent or the Borrower under this Agreement or
Applicable Law, such Defaulting Lender’s right to participate in the
administration of the Loans, this Agreement and the other Loan Documents,
including without limitation, any right to vote in respect of, to consent to or
to direct any action or inaction of the Administrative Agent or to be taken into
account in the calculation of the Requisite Lenders, shall be suspended during
the pendency of such failure or refusal.  If a Lender is a Defaulting
Lender because it has failed to make timely payment to the Administrative Agent
of any amount required to be paid to the Administrative Agent hereunder (without
giving effect to any notice or cure periods), in addition to other rights and
remedies which the Administrative Agent or the Borrower may have under the
immediately preceding provisions or otherwise, the Administrative Agent shall be
entitled (i) to collect interest from such Defaulting Lender on such delinquent
payment for the period from the date on which the payment was due until the date
on which the payment is made at the Federal Funds Rate, (ii) to withhold or
setoff and to apply in satisfaction of the defaulted payment and any related
interest, any amounts otherwise payable to such Defaulting Lender under this
Agreement or any other Loan Document and (iii) to bring an action or suit
against such Defaulting Lender in a court of competent jurisdiction to recover
the defaulted amount and any related interest.  Any amounts received
by the Administrative Agent in respect of a Defaulting Lender’s Loans shall not
be paid to such Defaulting Lender and shall be held uninvested by the
Administrative Agent and paid to such Defaulting Lender upon the Defaulting
Lender’s curing of its default.


    
      
         


      

      
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    Section
3.12          Taxes.

    


    (a)            Taxes
Generally.  All payments by the Borrower of principal of, and
interest on, the Loans and all other Obligations shall be made free and clear of
and without deduction for any present or future excise, stamp or other taxes,
fees, duties, levies, imposts, charges, deductions, withholdings or other
charges of any nature whatsoever imposed by any taxing authority, but excluding
(i) franchise taxes, (ii) any taxes (other than withholding taxes) that would
not be imposed but for a connection between the Administrative Agent or a Lender
(which for purposes of the exclusions in clauses (i)-(iv) of this Section 3.12(a),
includes any Participant) and the jurisdiction imposing such taxes (other than a
connection arising solely by virtue of the activities of the Administrative
Agent or such Lender pursuant to or in respect of this Agreement or any other
Loan Document), (iii) any taxes imposed on or measured by any Lender’s assets,
net income, receipts or branch profits and (iv) any taxes arising after the
Agreement Date solely as a result of or attributable to a Lender changing its
designated Lending Office after the date such Lender becomes a party hereto or
transferring any interest in any Loan to the extent such Lender would not have
been liable for such taxes (such non-excluded items being collectively called
“Taxes”).  If
any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any Applicable Law,
then the Borrower will:

    


    (i)       
     pay directly to the relevant Governmental
Authority the full amount required to be so withheld or deducted;

    


    (ii)      
     promptly forward to the Administrative Agent an
official receipt or other documentation satisfactory to the Administrative Agent
evidencing such payment to such Governmental Authority; and

    


    (iii)           pay
to the Administrative Agent for its account or the account of the applicable
Lender, as the case may be, such additional amount or amounts as is necessary to
ensure that the net amount actually received by the Administrative Agent or such
Lender will equal the full amount that the Administrative Agent or such Lender
would have received had no such withholding or deduction been
required.


    
      
         


      

      
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    (b)        
   Tax
Indemnification.  If the Borrower fails to pay any Taxes when
due to the appropriate Governmental Authority or fails to remit to the
Administrative Agent, for its account or the account of the respective Lender,
as the case may be, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental Taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such
failure.  For purposes of this Section, a distribution hereunder by
the Administrative Agent or any Lender to or for the account of any Lender shall
be deemed a payment by the Borrower.

    


    (c)        
   Tax
Forms. Prior to the date that any Lender or Participant organized under
the laws of a jurisdiction outside the United States of America becomes a party
hereto, such Person shall deliver to the Borrower and the Administrative Agent
such certificates, documents or other evidence, as required by the Internal
Revenue Code or Treasury Regulations issued pursuant thereto (including Internal
Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor
forms), properly completed, currently effective and duly executed by such Lender
or Participant establishing that payments to it hereunder and under the Notes
are (i) not subject to United States Federal backup withholding tax and (ii) not
subject to United States Federal withholding tax under the Code.  Each
such Lender or Participant shall (x) deliver further copies of such forms or
other appropriate certifications on or before the date that any such forms
expire or become obsolete or after the occurrence of any event requiring a
change in the most recent form delivered to the Borrower and (y) obtain such
extensions of the time for filing, and renew such forms and certifications
thereof as may be reasonably requested by the Borrower or the Administrative
Agent.  The Borrower shall not be required to pay any amount pursuant
to last sentence of subsection (a) above to any Lender or Participant that is
organized under the laws of a jurisdiction outside of the United States of
America or the Administrative Agent, if it is organized under the laws of a
jurisdiction outside of the United States of America, if such Lender,
Participant or the Administrative Agent, as applicable, fails to comply with the
requirements of this subsection.  If any such Lender or Participant
fails to deliver the above forms or other documentation, then the Administrative
Agent may withhold from such payment to such Lender such amounts as are required
by the Internal Revenue Code. If any Governmental Authority asserts that the
Administrative Agent did not properly withhold or backup withhold, as the case
may be, any tax or other amount from payments made to or for the account of any
Lender, such Lender shall indemnify the Administrative Agent therefor, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including all fees and disbursements of any law firm or other external counsel
and the allocated cost of internal legal services and all disbursements of
internal counsel) of the Administrative Agent.  The obligation of the
Lenders and Participants under this Section shall survive the termination of the
Commitments, repayment of all Obligations and the resignation or replacement of
the Administrative Agent.


    
      
         


      

      
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      ARTICLE
IV           POOL
ASSETS

    

    


    Section
4.1         
   Inclusion of Pool Assets.

    


    (a)       
    Existing Pool
Assets.  Subject to compliance with the terms and conditions of
Section 6.1(a),
as of the Effective Date, the parties hereto acknowledge and agree that the
Properties listed on Schedule 4.1 are the
Pool Assets.

    


    (b)       
    Additional Pool
Assets.  After the Effective Date, if Borrower intends to
designate an Eligible Pool Asset to be included as a Pool Asset from time to
time, it will notify the Administrative Agent of such intention, which notice
will include, with respect to such Eligible Pool Asset, (i) a Pool Certificate
setting forth the information required to be contained therein and which
includes such new Eligible Pool Asset as a Pool Asset, (ii) such other
information as the Administrative Agent or any Lender (through the
Administrative Agent) may reasonably request in connection with the evaluation
of such Eligible Pool Asset.  Subject to the terms and conditions of
this Agreement, upon the Administrative Agent’s receipt of such certificate and
such other information, such Eligible Pool Asset shall be included as a Pool
Asset.  Any Property or other asset that does not satisfy the
requirements of an Eligible Pool Asset shall be included as a Pool Asset only
upon the written approval of the Requisite Lenders.  If a Property
that is to become a Pool Asset is owned (or is being acquired) by a Subsidiary
of the Borrower that is not yet a party to the Guaranty then, to the extent
required pursuant to Section 8.14, such
Property shall not become a Pool Asset unless and until an Accession Agreement
executed by such Subsidiary and all other items required to be delivered under
Section 8.14,
have all been delivered to the Administrative Agent.

    


    Section
4.2       
     Termination of Designation as Pool
Asset.

    


    If
Borrower at any time intends to withdraw or otherwise affirmatively causes to be
ineligible any Eligible Pool Asset from inclusion as a Pool Asset, it shall (a)
notify the Administrative Agent of its intention, and (b) deliver to the
Administrative Agent a Pool Certificate setting forth the calculations
establishing that Borrower will be in compliance with Section 2.13 with
giving effect to such withdrawal (and any concurrent addition of Eligible Pool
Assets as Pool Assets), which calculations shall be in such detail, and
otherwise in such form and substance, as Administrative Agent reasonably
requires.  Effective automatically upon receipt of such notice and
certificate by Administrative Agent (or upon any later date stated in such
notice), such Eligible Pool Asset shall no longer constitute a Pool
Asset.  Additionally, any Property or other asset previously included
as a Pool Asset but which is not included in a Pool Certificate subsequently
submitted pursuant to this Agreement shall no longer be included as a Pool Asset
(effective as of the date of receipt by the Administrative Agent of such Pool
Certificate and until such time, if ever, as Borrower re-designates such
Property or asset as a Pool Asset in accordance with Section 4.1(b)) so
long as no Default or Event of Default exists or would exist immediately after
such Property or asset is no longer included as a Pool Asset.

    


    Section
4.3       
     Ineligibility of a Property as Pool
Asset.

    


    If a
Property or other asset at any time ceases to be an Eligible Pool Asset, such
Property or asset shall automatically no longer constitute a Pool Asset, and
Borrower shall immediately (a) notify the Administrative Agent, and (b) deliver
to the Administrative Agent a Pool Certificate setting forth the calculations
establishing that Borrower will be in compliance with Section 2.13 with
giving effect to the termination of such Property or other asset as a Pool
Asset, which calculations shall be in such detail, and otherwise in such form
and substance, as Administrative Agent reasonably requires.


    
      
         


      

      
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      ARTICLE
V           YIELD
PROTECTION, ETC.

    

    


    Section
5.1          
  Additional Costs; Capital Adequacy.

    


    (a)        
   Additional
Costs.  After written demand therefor, which demand shall
include a reasonable description of the calculation and basis of such Additional
Costs (as hereinafter defined), the Borrower shall, within thirty (30) calendar
days, pay to the Administrative Agent for the account of a Lender (or a
Participant) from time to time such amounts as such Lender (or such Participant)
may reasonably determine to be necessary to compensate such Lender (or such
Participant) for any costs incurred by such Lender (or such Participant) that it
reasonably determines are attributable to (x) its making or maintaining of any
LIBOR Loans or its obligation to make any LIBOR Loans hereunder, or (y) any
reduction in any amount receivable by such Lender (or such Participant) under
this Agreement or any of the other Loan Documents in respect of any of such
Loans or such obligation (such increases in costs and reductions in amounts
receivable being herein called “Additional Costs”), resulting
from any Regulatory Change that:  (i) changes the basis of taxation of
any amounts payable to such Lender (or such Participant) under this Agreement or
any of the other Loan Documents in respect of any of such Loans or its
Commitment (other than taxes imposed on or measured by the overall net income of
such Lender (or such Participant) or of its Lending Office for any of such Loans
by the jurisdiction in which such Lender (or such Participant) has its principal
office or such Lending Office); or (ii) imposes or modifies any reserve, special
deposit or similar requirements (including without limitation, Regulation D of
the Board of Governors of the Federal Reserve System or other similar reserve
requirement applicable to any other category of liabilities or category of
extensions of credit or other assets by reference to which the interest rate on
LIBOR Loans is determined) relating to any extensions of credit or other assets
of, or any deposits with or other liabilities of, or other credit extended by,
or any other acquisition of funds by such Lender (or its parent corporation) (or
such Participant), or any commitment of such Lender (including, without
limitation, the Commitment of such Lender hereunder).  Each Lender and
each Participant shall endeavor to give the Borrower prompt notice of any event
giving rise to such Additional Costs; provided, however, the timing
of such notice shall not limit or condition any Lender’s or Participant’s rights
under this Section 5.1.  Further, each Lender and Participant shall
use reasonable efforts (which reasonableness shall be determined by
Administrative Agent) to avoid or mitigate the amount of any Additional Costs to
be indemnified by Borrower.

    


    (b)        
   Capital
Adequacy.  If any Lender or any Participant in the Loan
determines that compliance with any law or regulation or with any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Lender or such Participant, or any
corporation controlling such Lender or such Participant, as a consequence of, or
with reference to, such Lender’s or such Participant’s or such corporation’s
Commitments or its making or maintaining Loans below the rate which such Lender
or such Participant or such corporation controlling such Lender or such
Participant could have achieved but for such compliance (taking into account the
policies of such Lender or such Participant or corporation with regard to
capital), then the Borrower shall, from time to time, within thirty (30)
calendar days after written demand by such Lender or such Participant, which
demand shall include a reasonable description of the calculation and basis of
such increase in capital, pay to such Lender or such Participant additional
amounts sufficient to compensate such Lender or such Participant or such
corporation controlling such Lender or such Participant to the extent that such
Lender or such Participant determines such increase in capital is allocable to
such Lender’s or such Participant’s obligations hereunder.


    
      
         


      

      
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    (c)            Lender’s Suspension of LIBOR
Loans.  Without limiting the effect of the provisions of the
immediately preceding subsection (a), if by reason of any Regulatory Change, any
Lender either (i) incurs Additional Costs based on or measured by the excess
above a specified level of the amount of a category of deposits or other
liabilities of such Lender that includes deposits by reference to which the
interest rate on LIBOR Loans is determined as provided in this Agreement or a
category of extensions of credit or other assets of such Lender that includes
LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a
category of liabilities or assets that it may hold, then, if such Lender so
elects by notice to the Borrower (with a copy to the Administrative Agent), the
obligation of such Lender to make or Continue, or to Convert any other Type of
Loans into, LIBOR Loans hereunder shall be suspended until such Regulatory
Change ceases to be in effect (in which case the provisions of Section 5.5 shall
apply).

    


    (d)        
   Additional Costs in Respect
of Letters of Credit.  Without limiting the obligations of the
Borrower under the preceding subsections of this Section (but without
duplication), if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement heretofore or hereafter issued by any
Governmental Authority there shall be imposed, modified or deemed applicable any
tax, reserve, special deposit, capital adequacy or similar requirement against
or with respect to or measured by reference to Letters of Credit and the result
shall be to increase the cost to the Administrative Agent of issuing (or any
Lender of purchasing participations in) or maintaining its obligation hereunder
to issue (or purchase participations in) any Letter of Credit or reduce any
amount receivable by the Administrative Agent or any Lender hereunder in respect
of any Letter of Credit, then, upon demand by the Administrative Agent or such
Lender, the Borrower shall pay immediately to the Administrative Agent for its
account or the account of such Lender, as applicable, from time to time as
specified by the Administrative Agent or a Lender, such additional amounts as
shall be sufficient to compensate the Administrative Agent or such Lender for
such increased costs or reductions in amount.

    


    (e)            Notification and
Determination of Additional Costs.  Each of the Administrative
Agent and each Lender, as the case may be, shall promptly notify the Borrower of
any event occurring after the Agreement Date entitling the Administrative Agent
or such Lender to compensation under any of the preceding subsections of this
Section as promptly as practicable; provided, however, the failure
of the Administrative Agent or any Lender to give such notice shall not release
the Borrower from any of its obligations hereunder. The Administrative Agent or
such Lender agrees to furnish to the Borrower (and in the case of a Lender to
the Administrative Agent, as well) a certificate setting forth the basis and
amount of each request by the Administrative Agent or such Lender for
compensation under this Section.  Determinations by the Administrative
Agent or any Lender of the effect of any Regulatory Change shall be conclusive,
provided that such determinations are made on a reasonable basis and in good
faith.


    
      
         


      

      
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    Section
5.2         
   Suspension of LIBOR Loans.

    


    Anything
herein to the contrary notwithstanding, if, on or prior to the determination of
LIBOR for any Interest Period:

    


    (a)            the
Administrative Agent reasonably determines (which determination shall be
conclusive, absent manifest error) that quotations of interest rates for the
relevant deposits referred to in the definition of LIBOR are not being provided
in the relevant amounts or for the relevant maturities for purposes of
determining rates of interest for LIBOR Loans as provided herein or is otherwise
unable to determine LIBOR, or

    


    (b)       
    the Administrative Agent reasonably determines (which
determination shall be conclusive, absent manifest error) that the relevant
rates of interest referred to in the definition of LIBOR upon the basis of which
the rate of interest for LIBOR Loans for such Interest Period is to be
determined are not likely to adequately cover the cost to any Lender of making
or maintaining LIBOR Loans for such Interest Period; or

    


    (c)         
  any Lender that has outstanding a Bid Rate Quote with respect to a
LIBOR Margin Loan reasonably determines (which determination shall be
conclusive, absent manifest error) that LIBOR will not adequately and fairly
reflect the cost to such Lender of making or maintaining such LIBOR Margin
Loan,

    


    then the
Administrative Agent shall give the Borrower and each Lender prompt notice
thereof and, so long as such condition remains in effect, (i) the Lenders shall
be under no obligation to, and shall not, make additional LIBOR Loans, Continue
LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the
last day of each current Interest Period for each outstanding LIBOR Loan, either
repay such Loan or Convert such Loan into a Daily Rate Loan (provided, however, if the Daily
LIBOR Rate is prohibited or unavailable to Administrative Agent in
Administrative Agent’s good faith determination, such Loan shall Convert to a
Base Rate Loan) and (ii) in the case of clause (c) above, no Lender that has
outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan shall be under
any obligation to make such Loan.

    


    Section
5.3            
Illegality.

    


    Notwithstanding
any other provision of this Agreement, if it becomes unlawful for any Lender to
honor its obligation to make or maintain LIBOR Loans hereunder, then such Lender
shall promptly notify the Borrower thereof (with a copy to the Administrative
Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of
any other Type into, LIBOR Loans shall be suspended until such time as such
Lender may again make and maintain LIBOR Loans (in which case the provisions of
Section 5.5
shall be applicable).

    


    Section
5.4          
  Compensation.

    


    The
Borrower shall pay to the Administrative Agent for the account of each Lender,
upon the request of such Lender through the Administrative Agent, such amount or
amounts as shall be sufficient (in the reasonable opinion of such Lender) to
compensate it for any loss, cost or expense that such Lender reasonably
determines is attributable to:


    
      
         


      

      
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    (a)      
     any payment or prepayment (whether mandatory or
optional) of a LIBOR Loan, or Conversion of a LIBOR Loan or Bid Rate Loan, made
by such Lender for any reason (including, without limitation, acceleration) on a
date other than the last day of the Interest Period for such Loan;
or

    


    (b)      
     any failure by the Borrower for any reason
(including, without limitation, the failure of any of the applicable conditions
precedent specified in Article VI to be
satisfied) to borrow a LIBOR Loan or Bid Rate Loan from such Lender on the date
for such borrowing, or to Convert a Daily Rate Loan into a LIBOR Loan or
Continue a LIBOR Loan on the requested date of such Conversion or
Continuation.

    


    Not in
limitation of the foregoing, such compensation shall include, without
limitation; (i) in the case of a LIBOR Loan, an amount equal to the then present
value of (A) the amount of interest that would have accrued on such LIBOR Loan
for the remainder of the Interest Period at the rate applicable to such LIBOR
Loan, less (B) the amount of interest that would accrue on the same LIBOR Loan
for the same period if LIBOR were set on the date on which such LIBOR Loan was
repaid, prepaid or Converted or the date on which the Borrower failed to borrow,
Convert or Continue such LIBOR Loan, as applicable, calculating present value by
using as a discount rate LIBOR quoted on such date and (ii) in the case of a Bid
Rate Loan, the sum of such losses and expenses as the Lender or Designated
Lender who made such Bid Rate Loan may reasonably incur by reason of such
prepayment, including without limitation any losses or expenses incurred in
obtaining, liquidating or employing deposits from third parties.  Upon
Borrower’s request (made through the Administrative Agent), any Lender seeking
compensation under this Section shall provide the Borrower with a statement
setting forth the basis for requesting such compensation and the method for
determining the amount thereof.  Any such statement shall be
conclusive absent manifest error.

    


    Section
5.5      
      Treatment of Affected Loans.

    


    If the
obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Daily
Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1(c), 5.2 or 5.3, then such
Lender’s LIBOR Loans shall be automatically Converted into Daily Rate Loans (or
Base Rate Loans if the Daily LIBOR Rate is unavailable pursuant to Section 5.2) on the
last day(s) of the then current Interest Period(s) for LIBOR Loans (or, in the
case of a Conversion required by Section 5.1(c) or 5.3, on such earlier
date as such Lender may specify to the Borrower with a copy to the
Administrative Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 5.1, 5.2 or 5.3 that gave rise to
such Conversion no longer exist:

    


    (a)      
     to the extent that such Lender’s LIBOR Loans have
been so Converted, all payments and prepayments of principal that would
otherwise be applied to such Lender’s LIBOR Loans shall be applied instead to
its Daily Rate Loans (or Base Rate Loans, if applicable); and


    
      
         


      

      
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    (b)       
    all Loans that would otherwise be made or Continued by
such Lender as LIBOR Loans shall be made or Continued instead as Daily Rate
Loans (or Base Rate Loans, if applicable), and all Daily Rate Loans of such
Lender that would otherwise be Converted into LIBOR Loans shall remain as Daily
Rate Loans (or become Base Rate Loans, if applicable).

    


    If such
Lender gives notice to the Borrower (with a copy to the Administrative Agent)
that the circumstances specified in Section 5.1 or 5.3 that gave rise to
the Conversion of such Lender’s LIBOR Loans pursuant to this Section no longer
exist (which such Lender agrees to do promptly upon such circumstances ceasing
to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then
such Lender’s Daily Rate Loans (or Base Rate Loans, if applicable) shall be
automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding LIBOR Loans, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans
and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their respective Commitments.

    


    Section
5.6      
      Change of Lending Office.

    


    Each
Lender agrees that it will use commercially reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to designate an
alternate Lending Office with respect to any of its Loans affected by the
matters or circumstances described in Sections 3.12, 5.1 or 5.3 to reduce the
liability of the Borrower or avoid the results provided thereunder, so long as
such designation is not disadvantageous to such Lender as determined by such
Lender in its sole discretion, except that such Lender shall have no obligation
to designate a Lending Office located in the United States of
America.

    


    Section
5.7        
    Assumptions Concerning Funding of LIBOR
Loans.

    


    Calculation
of all amounts payable to a Lender under this Article V shall be
made as though such Lender had actually funded LIBOR Loans through the purchase
of deposits in the relevant market bearing interest at the rate applicable to
such LIBOR Loans in an amount equal to the amount of the LIBOR Loans and having
a maturity comparable to the relevant Interest Period; provided, however, that each
Lender may fund each of its LIBOR Loans in any manner it sees fit and the
foregoing assumption shall be used only for calculation of amounts payable under
this Article
V.

    


    
      ARTICLE
VI           CONDITIONS
PRECEDENT

    

    


    Section
6.1       
     Initial Conditions Precedent.

    


    The
obligation of the Lenders to effect or permit the occurrence of the first Credit
Event hereunder, whether as the making of a Loan or the issuance of a Letter of
Credit, is subject to the satisfaction or waiver of the following conditions
precedent:

    


    (a)    
       The Administrative Agent shall have
received each of the following, in form and substance reasonably satisfactory to
the Administrative Agent:

    


    (i)     
       counterparts of this Agreement
executed by each of the parties hereto;


    
      
         


      

      
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    (ii)            (A)
Revolving Notes executed by Borrower, payable to each Lender, (B) Bid Rate Notes
executed by Borrower, each in the full amount of the potential Bid Rate
Borrowing and one payable to each Lender, and (C) a Swingline Note executed by
Borrower and payable to the Swingline Lender, each complying with the terms of
Section
2.11;

    


    (iii)           the
Guaranty executed by each of the Guarantors initially to be a party
thereto;

    


    (iv)           an
opinion of counsel to the Borrower and such other Loan Parties as Administrative
Agent shall request, addressed to the Administrative Agent and the Lenders
substantially in the form set forth in Exhibit
H;

    


    (v)         
  the certificate or articles of incorporation, articles of
organization, certificate of limited partnership, declaration of trust or other
comparable organizational instrument (if any) of (A) the Borrower, certified as
of a recent date by the Secretary of State of the State of organization of such
Person, and (B), each of the other Loan Parties, certified as of a recent date
(and with reference to documents filed and certified by the applicable state
Secretary of State) by the Secretary or Assistant Secretary (or other individual
performing similar functions) of such Person;

    


    (vi)           a
certificate of good standing (or certificate of similar meaning) with respect to
the Borrower and each of the other Loan Parties issued as of a recent date by
the Secretary of State of the state of formation of each such Person and, within
thirty (30) days following the Effective Date, certificates of qualification to
transact business or other comparable certificates issued by each Secretary of
State (and any state department of taxation, as applicable) of each state in
which such Person owns a Pool Asset;

    


    (vii)          a
certificate of incumbency signed by the Secretary or Assistant Secretary (or
other individual performing similar functions) of the Borrower and each of the
other Loan Parties with respect to each of the officers of such Person
authorized to execute and deliver the Loan Documents to which such Person is a
party, and in the case of the Borrower, authorized to execute and deliver on
behalf of the Borrower Notices of Borrowing, Notices of Conversion, Notices of
Continuation and requests for Letters of Credit;

    


    (viii)         copies
certified by the Secretary or Assistant Secretary (or other individual
performing similar functions) of the Borrower of (x) the by-laws of Borrower and
(y) all corporate or other necessary action taken by Borrower to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party;

    


    (ix)       
    a Pool Certificate calculated for the Borrower’s fiscal
quarter ending June 30, 2008;

    


    (x)          
  a Compliance Certificate calculated for the Borrower’s fiscal
quarter ending June 30, 2008;


    
      
         


      

      
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    (xi)       
    evidence satisfactory to the Administrative Agent that
the Fees then due and payable under Section 3.6, together
with all other fees, expenses and reimbursement amounts due and payable to the
Administrative Agent and any of the Lenders, including without limitation, the
fees and expenses of counsel to the Administrative Agent, have been
paid;

    


    (xii)           a
fully executed and satisfactory Solvency Certificate for each Guarantor and
provided by the Chief Financial Officer of Borrower in the form attached as
Exhibit L
hereto;

    


    (xiii)    
     a certificate from Borrower (A) certifying that
all Persons required by Section 8.14 to
become Guarantors hereunder have executed a Guaranty and become parties to the
Indemnity and Contribution Agreement, and (B) listing the Subsidiaries and
Unconsolidated Affiliates which are not becoming
Guarantors hereunder by operation of the proviso in Section 8.14(a),
which listing shall include a certification to Administrative Agent and Lenders
(along with a statement as to the reasons why) that such Persons are not
required to become a Guarantors; and

    


    (xiv)         such
other documents and instruments as the Administrative Agent, or any Lender
through the Administrative Agent, may reasonably request.

    


    (b)           In
the good faith judgment of the Administrative Agent:

    


    (i)        
    There shall not have occurred or become known to the
Administrative Agent or any of the Lenders any event, condition, situation or
status since the date of the information contained in the financial and business
projections, budgets, pro forma data and forecasts concerning the Borrower and
its Subsidiaries delivered to the Administrative Agent and the Lenders prior to
the Agreement Date that has had or could reasonably be expected to result in a
Material Adverse Effect;

    


    (ii)        
   No litigation, action, suit, investigation or other arbitral,
administrative or judicial proceeding shall be pending or threatened which could
reasonably be expected to (A) result in a Material Adverse Effect or (B)
restrain or enjoin, impose materially burdensome conditions on, or otherwise
materially and adversely affect the ability of any Loan Party to fulfill its
obligations under the Loan Documents to which it is a party; and

    


    (iii)           The
Borrower and the other Loan Parties shall have received all approvals, consents
and waivers, and shall have made or will make contemporaneously with the making
of the first Loan or given all necessary filings and notices as shall be
required to consummate the transactions contemplated hereby without the
occurrence of any default under, conflict with or violation of (A) any
Applicable Law or (B) any agreement, document or instrument to which any Loan
Party is a party or by which any of them or their respective properties is
bound, except for such approvals, consents, waivers, filings and notices the
receipt, making or giving of which, or the failure to make, give or receive
which, would not reasonably be likely to (1) have a Material Adverse Effect, or
(2) restrain or enjoin, impose materially burdensome conditions on, or otherwise
materially and adversely affect the ability of the Borrower or any other Loan
Party to fulfill its obligations under the Loan Documents to which it is a
party.


    
      
         


      

      
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    (c)            Borrowers
shall have paid to Administrative Agent, for the benefit of Lenders, all
interest and other fees due under the Prior Credit Agreement, prorated to the
effective date of this Agreement and, subject to the provisions of Section 2.1(a) with
respect to the repayment of outstanding Bid Rate Loans, any repayment of Loan
principal required to remain in compliance with the reduced Total Commitment
Amount effectuated by the Agreement.

    


    (d)        
   Lenders, as applicable, shall have completed whatever
balancing transfers amongst themselves as are necessary in order to result in
each Lender having the outstanding balances referenced on Schedule 1.1(A)
attached hereto.

    


    Section
6.2         
   Conditions Precedent to All Loans and Letters of
Credit.

    


    The
obligations of (i) Lenders to make any Loans, and (ii) the Administrative Agent
to issue Letters of Credit or make any Swingline Loan, are each subject to the
further condition precedent that: (a) no Default or Event of Default shall exist
as of the date of the making of such Loan or date of issuance of such Letter of
Credit or would exist immediately after giving effect thereto; (b) the
representations and warranties made or deemed made by the Borrower and each
other Loan Party in the Loan Documents to which any of them is a party, shall be
true and correct in all material respects on and as of the date of the making of
such Loan or date of issuance of such Letter of Credit with the same force and
effect as if made on and as of such date except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and accurate
on and as of such earlier date) and except for changes in factual circumstances
specifically and expressly permitted hereunder and (c) in the case of the
borrowing of Revolving Loans, the Administrative Agent shall have received a
timely Notice of Borrowing, provided, however, that no
Notice of Borrowing will be required for any Loan proceeds attributable to the
outstanding principal balance under the Prior Credit Agreement as of the date
hereof; all such outstanding principal balance shall be deemed to be Loan
proceeds disbursed under this Agreement pursuant to the provisions contained
herein.  Each Credit Event shall constitute a certification by the
Borrower to the effect set forth in the preceding sentence (both as of the date
of the giving of notice relating to such Credit Event and, unless the Borrower
otherwise notifies the Administrative Agent prior to the date of such Credit
Event, as of the date of the occurrence of such Credit Event).  In
addition, the Borrower shall be deemed to have represented to the Administrative
Agent and the Lenders at the time such Loan is made or such Letter of Credit is
issued that all conditions to the making of such Loan or issuing of such Letter
of Credit contained in this Article VI have been
satisfied.

    


    Section
6.3         
   Conditions as Covenants.

    


    If the
Lenders permit the making of any Loans, or the Administrative Agent issues a
Letter of Credit, prior to the satisfaction of all conditions precedent set
forth in Sections 6.1 and 6.2, the Borrower
shall nevertheless cause such condition or conditions to be satisfied within
five (5) Business Days after the date of the making of such Loans or the
issuance of such Letter of Credit.  Unless set forth in writing to the
contrary, the making of its initial Loan by a Lender shall constitute a
confirmation by such Lender to the Administrative Agent and the other Lenders
that insofar as such Lender is concerned the Borrower has satisfied the
conditions precedent for initial Loans set forth in Sections 6.1 and 6.2.


    
      
         


      

      
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      ARTICLE
VII           REPRESENTATIONS
AND WARRANTIES

    

    


    Section
7.1        
    Representations and Warranties.

    


    In order
to induce the Administrative Agent and each Lender to enter into this Agreement
and to make Loans and, in the case of the Administrative Agent, to issue Letters
of Credit and make Swingline Loans, and, in the case of the Lenders, to acquire
participations in Letters of Credit and Swingline Loans, the Borrower represents
and warrants to the Administrative Agent and each Lender as follows, provided, however, that with
respect to Non-Credit Subsidiaries only, the following representations and
warranties are made only to the extent that a failure of any such representation
or warranty by such Non-Credit Subsidiaries could reasonably be expected to
have, in each instance or in the aggregate, a Material Adverse
Effect:

    


    (a)     
      Organization; Power;
Qualification.  Each of the Loan Parties is a corporation,
partnership or other legal entity, duly organized, validly existing and in good
standing under the jurisdiction of its incorporation or organization, has the
corporate or similar power and authority to own or lease its respective
properties and to carry on its respective business as now being and hereafter
proposed to be conducted and is duly qualified and is in good standing as a
foreign corporation, partnership or other legal entity, and authorized to do
business, in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization and where
the failure to be so qualified or authorized could reasonably be expected to
have, in each instance, a Material Adverse Effect.

    


    (b)       
    Ownership Structure.
Part I of Schedule 7.1(b) is,
as of the Effective Date, a complete and correct list of all Subsidiaries of the
Borrower setting forth for each such Subsidiary, (i) the jurisdiction of
organization of such Person, (ii) each Person holding any Equity Interest in
such Person, (iii) the nature of the Equity Interests held by each such Person
and (iv) the percentage of ownership of such Person represented by such Equity
Interests (provided that non-material errors in such schedule shall not
constitute a Default hereunder so long as all parties which are required to
become Guarantors hereunder have in fact become Guarantors hereunder,
notwithstanding such errors).  Except as disclosed in such Schedule,
as of the Effective Date (A) either the Borrower or one of the other Loan
Parties owns, free and clear of all Liens (other than Permitted Liens), and has
the unencumbered right to vote, all outstanding Equity Interests in each
Subsidiary shown to be held by it on such Schedule, (B) all of the issued and
outstanding capital stock of each such Subsidiary organized as a corporation is
validly issued, fully paid and nonassessable and (C) there are no outstanding
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders’ or voting trust
agreements) for the issuance, sale, registration or voting of, or outstanding
securities convertible into, any additional shares of capital stock of any
class, or partnership or other ownership interests of any type in, any such
Subsidiary.  Part II of Schedule 7.1(b)
correctly sets forth, as of the Effective Date, all Unconsolidated Affiliates of
the Borrower, including the correct legal name of such Unconsolidated
Affiliates, the type of legal entity which each such Unconsolidated Affiliate
is, and all ownership interests in such Unconsolidated Affiliates held directly
or indirectly by the Borrower.


    
      
         


      

      
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    (c)       
    Authorization of Agreement,
Notes, Loan Documents and Borrowings.  Each Loan Party has the
corporate or similar right and power, and has taken all necessary action to
authorize it, to borrow and obtain other extensions of credit hereunder (in the
case of the Borrower) and to execute, deliver and perform each of the Loan
Documents to which it is a party in accordance with their respective terms and
to consummate the transactions contemplated hereby and thereby, as the case may
be.  This Agreement, the Notes and each of the other Loan Documents to
which the Borrower or any other Loan Party is a party have been duly executed
and delivered by the duly authorized officers of such Person and each is a
legal, valid and binding obligation of such Person enforceable against such
Person in accordance with its respective terms, except as the same may be
limited by bankruptcy, insolvency, and other laws affecting the rights of
creditors generally and the availability of equitable remedies for the
enforcement of certain obligations contained herein or therein may be limited by
equitable principles generally.

    


    (d)      
     Compliance of Agreement,
Etc. with Laws.  The execution, delivery and performance of
this Agreement and the other Loan Documents to which the Borrower or any other
Loan Party is a party in accordance with their respective terms and the
borrowings and other extensions of credit hereunder do not and will not, by the
passage of time, the giving of notice, or both:  (i) require any
Governmental Approval or violate any Applicable Law (including all Environmental
Laws) relating to the Borrower or any other Loan Party; (ii) conflict with or
result in a breach of the articles of incorporation or the bylaws of the
Borrower or the organizational documents of any other Loan Party, or conflict
with or result in a breach of any term or condition that would constitute a
default under any Material Contract; or (iii) result in or require the creation
or imposition of any Lien (other than a Permitted Lien) upon or with respect to
any Eligible Pool Asset now owned or hereafter acquired by the Borrower or any
other Loan Party other than in favor of the Administrative Agent for the benefit
of the Lenders.

    


    (e)    
       Compliance with Law;
Governmental Approvals.  The Borrower, each other Loan Party
and each other Subsidiary is in compliance with each Governmental Approval and
all other Applicable Laws relating to it except for non-compliances which, and
Governmental Approvals the failure to possess which, could not, individually or
in the aggregate, reasonably be expected to cause a Default or Event of Default
or have a Material Adverse Effect.

    


    (f)        
    List of Properties and
Marketable Securities.  Schedule 7.1(f) is,
as of the Effective Date, a complete and correct listing of all Properties and
Marketable Securities of the Borrower, the other Loan Parties and the other
Subsidiaries, setting forth, (i) for each such Property, the current leasing
status of such Property and whether such Property is a Development Property or
Redevelopment Property and, if such Property is a Development Property or
Redevelopment Property, the status of completion of such Property, and (i) for
each such Marketable Security, as applicable, the investment type; the name of
applicable company/investment, the number and type of shares held, the exchange
on which it is traded, and the last quoted value.  Each of the
Borrower and the other Loan Parties and all other Subsidiaries has good,
marketable and legal title to, or a valid leasehold interest in, its respective
Properties.


    
      
         


      

      
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    (g)       
    Existing
Indebtedness.  Schedule 7.1(g) is,
as of the Effective Date, a complete and correct listing of all Indebtedness of
each of the Loan Parties and the other Subsidiaries which is secured by any Lien
(other than Permitted Liens), together with a description of all of the property
subject to such Lien, and all Guarantees of Indebtedness provided by each of the
Loan Parties and the other Subsidiaries.  As of the Agreement Date,
each of the Loan Parties has performed and is in compliance with all of the
material terms of its respective Indebtedness and all instruments and agreements
relating thereto, and no default or event of default, or event or condition
which with the giving of notice, the lapse of time, or both, would constitute a
default or event of default, exists with respect to any such
Indebtedness.

    


    (h)     
      Material Contracts; Eligible
Ground Leases.  Schedule 7.1(h) is,
as of the Effective Date, a true, correct and complete listing of all Material
Contracts (other than those Material Contracts which are loan documents with
respect to Secured Indebtedness).  Each of the Borrower, the other
Loan Parties and the other Subsidiaries that are parties to any Material
Contract has performed and is in compliance with all of the terms of such
Material Contract, and no default or event of default, or event or condition
which with the giving of notice, the lapse of time, or both, would constitute a
default or event of default, exists with respect to any such Material
Contract.  As of the Agreement Date, Borrower has provided
Administrative Agent with true, correct and complete copies of each Eligible
Ground Lease.

    


    (i)             Litigation.  Except
as set forth on Schedule 7.1(i),
there are no actions, suits or proceedings pending (nor, to the knowledge of the
Borrower, are there any actions, suits or proceedings threatened) against or in
any other way relating adversely to or affecting the Borrower, any other Loan
Party, any other Subsidiary or any of their respective property in any court or
before any arbitrator of any kind or before or by any other Governmental
Authority which, if adversely determined, would reasonably be expected to have a
Material Adverse Effect, and there are no strikes, slow downs, work stoppages or
walkouts or other labor disputes in progress or threatened relating to the
Borrower or any other Loan Party.

    


    (j)        
    Taxes.  All
material federal, state and other tax returns of the Borrower, each other Loan
Party and each other Subsidiary required by Applicable Law, which, to the
knowledge of Borrower, are to be filed have been duly filed, and all federal,
state and other taxes, assessments and other governmental charges or levies upon
the Borrower, each other Loan Party and each other Subsidiary and their
respective properties, income, profits and assets which are due and payable have
been paid, except any such nonpayment or non-filing which is at the time
permitted under Section
8.6.  As of the Agreement Date, none of the United States
income tax returns of the Borrower, any other Loan Party or any other Subsidiary
is under audit.

    


    (k)     
      Financial
Statements.  The Borrower has furnished to each Lender copies
of (i) the audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries for the fiscal years ending December 31, 2007,
December 31, 2006 and December 31, 2005, as restated, as applicable, and the
related consolidated statements of operations, comprehensive income (only to the
extent regularly prepared by or on behalf of the Borrower), stockholders’ equity
and cash flow for the fiscal years ending on such dates, with the opinion
thereon of Ernst and Young LLP, and (ii) the unaudited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter
ending June 30, 2008, and the related consolidated statements of operations,
comprehensive income (only to the extent regularly prepared by or on behalf of
the Borrower), stockholders’ equity and cash flow of the Borrower and its
consolidated Subsidiaries for the three fiscal quarter period ended on such
date.  Such balance sheets and statements (including in each case
related schedules and notes) present fairly, in accordance with GAAP
consistently applied throughout the periods involved, the consolidated financial
position of the Borrower and its consolidated Subsidiaries as at their
respective dates and the results of operations and the cash flow for such
periods (subject, as to interim statements, to changes resulting from normal
year-end audit adjustments).  Neither the Borrower nor any of its
Subsidiaries has on the Agreement Date any material contingent liabilities,
liabilities for taxes, unusual or long-term commitments or unrealized or forward
anticipated losses from any unfavorable commitments, except as referred to or
reflected or provided for in said financial statements.


    
      
         


      

      
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    (l)       
     No Material Adverse Change;
Solvency.  Except as set forth in the financial statements
referred to in subsection (k) above, since June 30, 2008, there has been no
material adverse change in the consolidated financial condition, results of
operations, business or prospects of the Borrower and its consolidated
Subsidiaries taken as a whole.  Each of the Borrower and the other
Loan Parties is Solvent.

    


    (m)           ERISA.  Each
member of the ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with respect to each
Plan and is in compliance in all material respects with the presently applicable
provisions of ERISA and the Internal Revenue Code with respect to each
Plan.  No member of the ERISA Group has (i) sought a waiver of the
minimum funding standard under Section 412 of the Internal Revenue Code in
respect of any Plan, (ii) failed to make any contribution or payment to any Plan
or Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security under
ERISA or the Internal Revenue Code or (iii) incurred any liability under Title
IV of ERISA other than a liability to the PBGC for premiums under Section 4007
of ERISA.

    


    (n)      
     Absence of
Defaults.  None of the Borrower, the other Loan Parties or the
other Subsidiaries has violated any material provision of its articles of
incorporation, bylaws, partnership agreement or other similar organizational
documents, and no event has occurred, which has not been remedied, cured or
waived:  (i) which constitutes a Default or an Event of Default; or
(ii) which constitutes, or which with the passage of time, the giving of notice,
or both, would constitute, a default or event of default by the Borrower, any
other Loan Party or any other Subsidiary under any agreement (other than this
Agreement) or judgment, decree or order to which any such Person is a party or
by which any such Person or any of its respective properties may be bound where
such default or event of default could, individually or in the aggregate, have a
Material Adverse Effect.


    
      
         


      

      
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    (o)       
    Environmental
Laws.  In the ordinary course of business and from time to time
each of the Loan Parties and the other Subsidiaries conducts reviews of the
effect of Environmental Laws on its respective business, operations and
properties, including without limitation, its respective Properties, in the
course of which such Loan Party or such other Subsidiary identifies and
evaluates associated liabilities and costs (including, without limitation,
determining whether any capital or operating expenditures are required for
clean-up or closure of properties presently or previously owned, determining
whether any capital or operating expenditures are required to achieve or
maintain compliance in all material respects with Environmental Laws or required
as a condition of any Governmental Approval, any contract, or any related
constraints on operating activities, determining whether any costs or
liabilities exist in connection with off-site disposal of wastes or Hazardous
Materials, and determining whether any actual or potential liabilities to third
parties, including employees, and any related costs and expenses
exist).  Each of the Loan Parties and the other Subsidiaries is in
compliance with all applicable Environmental Laws and has obtained all
Governmental Approvals which are required under Environmental Laws and is in
compliance with all terms and conditions of such Governmental Approvals, where
with respect to each of the foregoing the failure to obtain or to comply with
could be reasonably expected to have a Material Adverse
Effect.  Except for any of the following matters that could not be
reasonably expected to have a Material Adverse Effect, no Loan Party is aware
of, nor has it received notice of, any past or present events, conditions,
circumstances, activities, practices, incidents, actions, or plans which, with
respect to any Loan Party or any other Subsidiary, may unreasonably interfere
with or prevent compliance or continued compliance with Environmental Laws, or
may give rise to any common-law or legal liability, based on or related to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling or the emission, discharge, release or threatened release
into the environment, of any Hazardous Material; and there is no civil,
criminal, or administrative action, suit, demand, claim, hearing, notice, or
demand letter, notice of violation, investigation, or proceeding pending or, to
the Borrower’s knowledge after due inquiry, threatened, against any Loan Party
or any other Subsidiary relating in any way to Environmental Laws which, if
determined adversely to such Loan Party or such other Subsidiary, could be
reasonably expected to have a Material Adverse Effect.

    


    (p)      
     Investment Company; Public
Utility Holding Company.  No Loan Party is (i) an “investment
company” or a company “controlled” by an “investment company” within the meaning
of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a
“subsidiary company” of a “holding company”, or an “affiliate” of a “holding
company” or of a “subsidiary company” of a “holding company”, within the meaning
of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject
to any other Applicable Law which purports to regulate or restrict its ability
to borrow money or obtain other extensions of credit or to consummate the
transactions contemplated by this Agreement or to perform its obligations under
any Loan Document to which it is a party.

    


    (q)        
   Margin
Stock.  No Loan Party is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying “margin stock”
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System.

    


    (r)       
     Affiliate
Transactions.  Except as permitted by Section 10.8, none of
the Borrower, any other Loan Party nor any other Subsidiary is a party to or
bound by any agreement or arrangement (whether oral or written) with any
Affiliate.

    


    (s)       
    Intellectual
Property.  Each of the Loan Parties owns or has the right to
use, under valid license agreements or otherwise, all patents, licenses,
franchises, trademarks, trademark rights, trade names, trade name rights, trade
secrets and copyrights (collectively, “Intellectual Property”)
necessary to the conduct of its businesses, without known conflict with any
patent, license, franchise, trademark, trade secret, trade name, copyright, or
other proprietary right of any other Person.  All such Intellectual
Property is fully protected and/or duly and properly registered, filed or issued
in the appropriate office and jurisdictions for such registrations, filing or
issuances.  No material claim has been asserted by any Person with
respect to the use of any such Intellectual Property, or challenging or
questioning the validity or effectiveness of any such Intellectual
Property.


    
      
         


      

      
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    (t)         
   Business.  As
of the Agreement Date, the Borrower and its Subsidiaries are engaged in the
business of acquiring, renovating, developing and managing income producing
Properties (consisting primarily of Retail Properties), together with related
business activities and investments incidental thereto.

    


    (u)       
    Broker’s
Fees.  No broker’s or finder’s fee, commission or similar
compensation will be payable with respect to the transactions contemplated
hereby.  No other similar fees or commissions will be payable by any
Loan Party for any other services rendered to any Loan Party or any other
Subsidiaries ancillary to the transactions contemplated hereby.

    


    (v)        
   Accuracy and Completeness of
Information.  All written information, reports and other papers
and data furnished to the Administrative Agent or any Lender by, on behalf of,
or at the direction of, the Borrower, any other Loan Party or any other
Subsidiary were, at the time of their respective dates or certification,
complete and correct in all material respects, to the extent necessary to give
the recipient a true and accurate knowledge of the subject matter, or, in the
case of financial statements, present fairly, in accordance with GAAP
consistently applied throughout the periods involved (subject, as to interim
statements, to changes resulting from normal year-end audit adjustments and the
exclusion of notes), the financial position of the Persons involved as at the
date thereof and the results of operations for such periods.  No fact
is known to the Borrower which has had, or may in the future have (so far as the
Borrower can reasonably foresee), a Material Adverse Effect which has not been
set forth in the financial statements referred to in Section 7.1(k) or in
such information, reports or other papers or data or otherwise disclosed in
writing to the Administrative Agent and the Lenders prior to the Effective
Date.  The documents furnished or written statements made to the
Administrative Agent or any Lender in connection with the negotiation,
preparation or execution, or pursuant to, of this Agreement or any of the other
Loan Documents, taken as a whole, do not contain, as of the time of their
respective dates or certification, any untrue statement of a fact material to
the creditworthiness of the Borrower, any other Loan Party or any other
Subsidiary or omitted when furnished or made to state a material fact necessary
in order to make the statements contained therein not misleading.

    


    (w)      
     Not Plan Assets; No
Prohibited Transactions.  None of the assets of any Loan Party
or any other Subsidiary constitutes “plan assets” within the meaning of ERISA,
the Internal Revenue Code and the respective regulations promulgated thereunder,
of any ERISA Plan.  The execution, delivery and performance of the
Loan Documents by the Loan Parties, and the borrowing, other credit extensions
and repayment of amounts thereunder, do not and will not constitute “prohibited
transactions” under ERISA or the Internal Revenue Code.


    
      
         


      

      
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    (x)       
     Pool
Assets.  Each of the Pool Assets (i) qualifies as an Eligible
Pool Asset, (ii) is not subject to a Lien other than a Permitted Lien, and (iii)
other than as specifically noted on Schedule 7.1(x)
attached hereto, is owned by a Borrower or a Guarantor.

    


    
      Section
7.2            Survival
of Representations and Warranties, Etc.

    

    


    All
statements contained in any certificate required pursuant to this Agreement or
any other Loan Document and delivered by or on behalf of the Borrower to the
Administrative Agent or any Lender (including, but not limited to, any such
statement made in or in connection with any amendment thereto or any statement
contained in any such certificate or attached financial statement) shall
constitute representations and warranties made by the Borrower under this
Agreement.  All representations and warranties made under this
Agreement and the other Loan Documents shall be deemed to be made at and as of
the Agreement Date, the Effective Date and at and as of the date of the
occurrence of each Credit Event, except to the extent that such representations
and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on and as of
such earlier date) and except for changes in factual circumstances specifically
permitted hereunder.  All such representations and warranties shall
survive the effectiveness of this Agreement, the execution and delivery of the
Loan Documents and the making of the Loans and the issuance of the Letters of
Credit.

    


    
      ARTICLE
VIII           AFFIRMATIVE
COVENANTS

    

    


    For so
long as this Agreement is in effect, unless the Requisite Lenders (or, if
required pursuant to
Section 13.7, all of the Lenders) shall otherwise consent in the manner
provided for in Section 13.7, the
Borrower shall comply with the following covenants, provided, however, that with
respect to Non-Credit Subsidiaries only, the following covenants are made only
to the extent that a failure of any such covenant by such Non-Credit
Subsidiaries could reasonably be expected to have, in each instance or in the
aggregate, a Material Adverse Effect:

    


    
      Section
8.1       
     Preservation of Existence and Similar
Matters.

    

    


    Except as
otherwise permitted under Section 10.4, the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, preserve and maintain its respective existence, rights, franchises, licenses
and privileges in the jurisdiction of its incorporation or formation and qualify
and remain qualified and authorized to do business in each jurisdiction in which
the character of its properties or the nature of its business requires such
qualification and authorization and where the failure to be so authorized and
qualified could reasonably be expected to have a Material Adverse
Effect.

    


    
      Section
8.2     
       Compliance with Applicable Law and
Material Contracts.

    

    


    The
Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, comply with (a) all Applicable Law, including the obtaining of all
Governmental Approvals, the failure with which to comply could reasonably be
expected to have a Material Adverse Effect, and (b) all terms and conditions of
all Material Contracts to which it is a party.


    
      
         


      

      
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      Section
8.3        
    Maintenance of Property.

    

    


    In
addition to the requirements of any of the other Loan Documents, the Borrower
shall, and shall cause each other Loan Party and each other Subsidiary to, (a)
keep all of its material Properties in good working order and condition,
ordinary wear and tear excepted, and (b) from time to time make or cause to be
made all needed and appropriate repairs, renewals, replacements and additions to
such properties, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.

    


    
      Section
8.4       
     Conduct of Business.

    

    


    The
Borrower shall, and shall cause the other Loan Parties and each other Subsidiary
to, carry on its respective businesses as described in Section 7.1(t) and
not enter into any line of business not otherwise engaged in by such Person as
of the Agreement Date.

    


    
      Section
8.5       
     Insurance.

    

    


    The
Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, maintain insurance with financially sound and reputable insurance companies
against such risks and in such amounts as is customarily maintained by similar
businesses or as may be required by Applicable Law.  Such insurance
shall, in any event, include replacement cost fire and extended coverage, public
liability, property damage, workers’ compensation and flood insurance (if
required under Applicable Law).  The Borrower shall from time to time
deliver to the Administrative Agent upon request a detailed list, together with
copies of all policies of the insurance then in effect, stating the names of the
insurance companies, the amounts and rates of the insurance, the dates of the
expiration thereof and the properties and risks covered thereby.

    


    
      Section
8.6         
   Payment of Taxes and Claims.

    

    


    The
Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, pay and discharge when due (a) all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or upon any
properties belonging to it, and (b) all lawful claims of materialmen, mechanics,
carriers, warehousemen and landlords for labor, materials, supplies and rentals
which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this
Section shall not require the payment or discharge of non-consensual Liens of
less than $1,500,000 per Property or $5,000,000 in the aggregate, or any other
tax, assessment, charge, levy or claim which is being contested in good faith by
appropriate proceedings which operate to suspend the collection thereof and for
which adequate reserves have been established on the books of such Person in
accordance with GAAP.

    


    
      Section
8.7         
   Books and Records; Inspections.

    

    


    The
Borrower will, and will cause each other Loan Party and each other Subsidiary
to, keep proper books of record and account in which full, true and correct
entries shall be made of all dealings and transactions in relation to its
business and activities.  The Borrower will, and will cause each other
Loan Party and each other Subsidiary to, permit representatives of the
Administrative Agent or any Lender to visit and inspect any of their respective
properties, to examine and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public accountants (in the
Borrower’s presence if an Event of Default does not then exist), all at such
reasonable times during business hours and as often as may reasonably be
requested and so long as no Event of Default exists, with reasonable prior
notice.  The Borrower shall be obligated to reimburse the
Administrative Agent and the Lenders for their costs and expenses incurred in
connection with the exercise of their rights under this Section only if such
exercise occurs while a Default or Event of Default exists.


    
      
         


      

      
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    Section
8.8             Use
of Proceeds.

    
      


      The
Borrower shall use the proceeds of Loans for general corporate purposes of the
Borrower and its Subsidiaries, including, without limitation, (a) the payment of
dividends and fees and expenses in connection with the Loans, (b) the payment of
pre-development and development costs incurred in connection with Properties
owned by the Borrower or any Subsidiary; (c) to finance acquisitions of
Properties (through the purchase of assets or companies) not otherwise
restricted by this Agreement; and (d) to finance capital expenditures and the
repayment of Indebtedness of the Borrower and its Subsidiaries.  The
Borrower shall only use Letters of Credit for the same purposes for which it may
use the proceeds of Loans.  The Borrower shall not, and shall not
permit any other Loan Party or any other Subsidiary to, use any part of such
proceeds to purchase or carry, or to reduce or retire or refinance any credit
incurred to purchase or carry, any margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System) or to
extend credit to others for the purpose of purchasing or carrying any such
margin stock.

      


      Section
8.9        
    Environmental Matters.

      


      The
Borrower shall, and shall cause each other Loan Party and each other Subsidiary
and their respective Properties to, comply with all Environmental Laws the
failure with which to comply could reasonably be expected to have a Material
Adverse Effect.  If the Borrower, any other Loan Party or any other
Subsidiary shall (a) receive notice that any violation of any Environmental Law
may have been committed or is about to be committed by such Person or with
respect to such Person’s Property, (b) receive notice that any administrative or
judicial complaint or order has been filed or is about to be filed against any
such Person or with respect to such Person’s Property alleging violations of any
Environmental Law or requiring any such Person to take any action in connection
with the release of Hazardous Materials or (c) receive any notice from a
Governmental Authority or private party alleging that any such Person may be
liable or responsible for costs associated with a response to or cleanup of a
release of Hazardous Materials or any damages caused thereby, and such notices,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, the Borrower shall provide the Administrative Agent
with a copy of such notice within ten (10) days after the receipt thereof by the
Borrower or any of the Subsidiaries.  The Borrower and the
Subsidiaries shall promptly take all actions necessary to prevent the imposition
of any Liens on any of their respective properties arising out of or related to
any Environmental Laws.


      
        
           


        

        
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      Section
8.10          Further
Assurances.

      


      At the
Borrower’s cost and expense and upon request of the Administrative Agent, the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, duly execute and deliver or cause to be duly executed and delivered, to the
Administrative Agent such further instruments, documents and certificates, and
do and cause to be done such further acts that may be reasonably necessary or
advisable in the reasonable opinion of the Administrative Agent to carry out
more effectively the provisions and purposes of this Agreement and the other
Loan Documents.

      


      Section
8.11          Material
Contracts.

      


      The
Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, perform and comply with any and all material representations, warranties,
covenants and agreements expressed as binding upon any such Person under any
Material Contract.  The Borrower shall not, and shall not permit any
other Loan Party or any other Subsidiary to, do or knowingly permit to be done
anything to impair materially the value of any of the Material Contracts,
provided that nothing in this Agreement shall prohibit any Loan Party or
Subsidiary from prepaying any Indebtedness.

      


      Section
8.12          REIT
Status.

      


      The
Borrower shall maintain its status as a REIT.

      


      Section
8.13          Exchange
Listing.

      


      The
Borrower shall maintain at least one class of common stock of the Borrower
having trading privileges on the New York Stock Exchange or the American Stock
Exchange or which is subject to price quotations on The NASDAQ Stock Market’s
National Market System.

      


      Section
8.14          Guarantors.

      


      (a)            Generally.  Borrower
shall cause any Subsidiary and Unconsolidated Affiliate (other than DIM
Vastgoed, N.V.) that is not already a Guarantor and to which any of the
following conditions apply (each a “New Guarantor”) to execute and
deliver to Administrative Agent an Accession Agreement, together with the other
items required to be delivered under the subsection (b) below:

      


      (i)   
         such Person (other than
the Borrower) owns a Pool Asset; or

      


      (ii)   
        such Subsidiary or
Unconsolidated Affiliate Guarantees, or otherwise becomes obligated in respect
of, any Indebtedness of Borrower, any Unconsolidated Affiliate or any
Subsidiary.

      


      provided, however, no
Subsidiary or Unconsolidated Affiliate shall be required to become a Guarantor
if such Subsidiary or Unconsolidated Affiliate cannot become a party to the
Guaranty without violating (A) express provisions of Indebtedness incurred by
such Subsidiary or such Unconsolidated Affiliate, or (B) in the case of any
Subsidiary or Unconsolidated Affiliate obligated under any Secured Indebtedness,
express provisions of the Subsidiary’s or Unconsolidated Affiliate’s
organizational documents.  Any such Accession Agreement and the other
items required under subsection (b) below must be delivered to the
Administrative Agent no later than ten (10) Business Days following the date on
which any of the above conditions first applies to a New
Guarantor.  With respect to clauses (A) and (B) preceding, Borrower
shall deliver to Administrative Agent promptly upon request copies of such
indebtedness or organizational documentation or such other items as
Administrative Agent may reasonably request to confirm the possibility of such
violation.  For the avoidance of doubt, no Property owned by a Person
obligated to become a New Guarantor shall be deemed an Eligible Pool Asset nor
included among the Pool Assets unless and until such Person shall have executed
and delivered to the Administrative Agent an Accession Agreement in accordance
with the terms hereof.


      
        
           


        

        
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      (b)       
    Required
Deliveries.  Each Accession Agreement delivered by a New
Guarantor under the immediately preceding subsection (a) shall be accompanied by
all of the following items, each in form and substance satisfactory to the
Administrative Agent:

      


      (i)         
   the articles of incorporation, articles of organization,
certificate of limited partnership or other comparable organizational instrument
(if any) of such New Guarantor certified as of a recent date (and with reference
to documents filed and certified by the applicable state Secretary of State) by
the Secretary or Assistant Secretary (or other individual performing similar
functions) of such New Guarantor;

      


      (ii)     
      a Certificate of Good Standing or
certificate of similar meaning with respect to such New Guarantor issued as of a
recent date by the Secretary of State of the state of organization of such New
Guarantor and certificates of qualification to transact business or other
comparable certificates issued by each Secretary of State (and any state
department of taxation, as applicable) of each state in which such New Guarantor
owns a Pool Asset, if any;

      


      (iii)           a
certificate of incumbency signed by the Secretary or Assistant Secretary (or
other individual performing similar functions) of such New Guarantor with
respect to each of the officers of such New Guarantor authorized to execute and
deliver the Loan Documents to which such New Guarantor is a party;

      


      (iv)           copies
certified by the Secretary or Assistant Secretary of such New Guarantor (or
other individual performing similar functions) of all corporate, partnership,
member or other necessary action taken by such New Guarantor to authorize the
execution, delivery and performance of the Loan Documents to which it is a party
and, upon Administrative Agent’s request, the by-laws of such New Guarantor, if
a corporation, the operating agreement, if a limited liability company, the
partnership agreement, if a limited or general partnership, or other comparable
document in the case of any other form of legal entity;

      


      (v)       
    an opinion of counsel to the Borrower and such New
Guarantor, addressed to the Administrative Agent and Lenders, and regarding,
among other things, the authority of such New Guarantor to execute, deliver and
perform the Guaranty, and such other matters as the Administrative Agent or its
counsel may request; and


      
        
           


        

        
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      (vi)           such
other documents and instruments as the Administrative Agent may reasonably
request.

      


      (c)            Release of
Guarantor.  Borrower may request in writing that Administrative
Agent release, and upon receipt of such request Administrative Agent shall
release, a Guarantor from the Guaranty so long as: (i) such Guarantor owns no
Pool Asset, nor any direct or indirect equity interest in any Subsidiary that
does own a Pool Asset; (ii) such Guarantor is not otherwise required to be a
party to the Guaranty under this Section 8.14; and
(iii) no Default or Event of Default shall then be in existence or would occur
as a result of such release.

      


      (d)      
     Required
Reporting.  Concurrently with each delivery by Borrower of a
Compliance Certificate as and when required by Section 9.3, Borrower
shall include therewith a complete listing of all Subsidiaries which are
Non-Guarantor Entities by operation of the proviso in Section 8.14(a),
along with a notation for each such Subsidiary as to the applicable exception
(set forth in the final paragraph of subsection (a) above) which permits such
Subsidiary to remain a Non-Guarantor Entity.  For the avoidance of
doubt, no Property owned by a Person obligated to become a New Guarantor shall
be deemed an Eligible Pool Asset nor included among the Pool Assets unless and
until such Person shall have executed and delivered to the Administrative Agent
an Accession Agreement in accordance with the terms of this
Agreement.

      


      ARTICLE
IX           INFORMATION

      


      For so
long as this Agreement is in effect, unless the Requisite Lenders (or, if
required pursuant to Section 13.7, all of
the Lenders) shall otherwise consent in the manner set forth in Section 13.7, the
Borrower shall furnish to Administrative Agent on behalf of the Lenders (with
multiple copies, one for each Lender) at its Lending Office:

      


      Section
9.1            Quarterly
Financial Statements.

      


      If not
publicly available free of charge from the Securities and Exchange Commission on
the internet at http://www.sec.gov within forty-five (45) days after the close
of each fiscal quarter of Borrower, or if an extension has been granted by the
Securities and Exchange Commission for the filing by the Borrower of its
quarterly report on Form 10-Q, then by the earlier of the date such Form 10-Q is
actually filed and the last day of such extended time period, but in no event
later than sixty (60) days after the end of such quarterly period for which such
Form 10-Q is to be filed, the unaudited consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such period and the related
unaudited consolidated statements of operations, comprehensive income,
stockholders’ equity and cash flows of the Borrower and its Subsidiaries for
such period, setting forth in each case in comparative form the figures as of
the end of and for the corresponding periods of the previous fiscal year, all of
which shall be certified by the chief financial officer of the Borrower, in his
or her opinion, to present fairly, in accordance with GAAP, the consolidated
financial position of the Borrower and its Subsidiaries as at the date thereof
and the results of operations for such period (subject to normal year-end audit
adjustments).


      
        
           


        

        
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      Section
9.2         
   Year-End Statements.

      


      If not
publicly available free of charge from the Securities and Exchange Commission on
the internet at http://www.sec.gov within ninety (90) days after the end of each
fiscal year of the Borrower, or if an extension has been granted by the
Securities and Exchange Commission for the filing by the Borrower of its
quarterly report on Form 10-K, then by the earlier of the date such Form 10-K is
actually filed and the last day of such extended time period, but in no event
later than one hundred twenty (120) days after the end of such fiscal year for
which such Form 10-K is to be filed, the audited consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such fiscal year and the
related audited consolidated statements of operations, comprehensive income,
stockholders’ equity and cash flows of the Borrower and its Subsidiaries for
such fiscal year, setting forth in comparative form the figures as at the end of
and for the previous fiscal year, all of which shall be certified by (a) the
chief financial officer of the Borrower, in his or her opinion, to present
fairly, in accordance with GAAP, the financial position of the Borrower and its
Subsidiaries as at the date thereof and the result of operations for such period
and (b) Ernst & Young LLP or any other independent certified public
accountants of recognized national standing acceptable to the Requisite Lenders,
whose certificate shall be unqualified and in scope and substance satisfactory
to the Requisite Lenders and who shall have authorized the Borrower to deliver
such financial statements and certification thereof to the Administrative Agent
and the Lenders pursuant to this Agreement.

      


      Section
9.3        
    Compliance Certificate.

      


      On or
prior to the time the financial statements are required to be provided pursuant
to the immediately preceding Sections 9.1 and 9.2, a certificate
substantially in the form of Exhibit I (a “Compliance Certificate”)
executed on behalf of the Borrower by the chief financial officer of the
Borrower (a) setting forth as of the end of such quarterly accounting period or
fiscal year, as the case may be, the calculations required to establish whether
the Borrower was in compliance with the covenants contained in Section 10.1; and (b)
stating that no Default or Event of Default exists, or, if such is not the case,
specifying such Default or Event of Default and its nature, when it occurred
and, whether it is continuing and the steps being taken by the Borrower with
respect to such event, condition or failure.

      


      Section
9.4      
      Other Information.

      


      (a)       
    As soon as available and in any event within fifty (50)
days after the end of each fiscal quarter of the Borrower or as otherwise
required pursuant to Article IV, a Pool
Certificate setting forth the information to be contained therein, including
without limitation, a calculation of Maximum Availability, as of the last day of
such fiscal quarter and actual quarterly and year-to-date Net Operating Income
and leasing/occupancy status reports and certifying that each Property in the
Pool remains an Eligible Pool Asset, as of the last day of such fiscal quarter
and that the aggregate outstanding principal amount of all outstanding Loans,
together with the aggregate amount of all Letter of Credit Liabilities, are less
than or equal to the Maximum Availability at such time.

      


      (b)     
      Promptly upon receipt thereof, copies of all
reports, if any, submitted to the Borrower or its Board of Directors by its
independent public accountants including, without limitation, any management
report unless such report is prepared for the Borrower’s internal use
only;


      
        
           


        

        
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      (c)     
      Within ten (10) Business Days of request,
unless such report is publicly available, free of charge from the Securities and
Exchange Commission on the internet at http://www.sec.gov, copies of all
registration statements (excluding the exhibits thereto and any registration
statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K
(or their equivalents) and all other periodic reports which the Borrower, any
Subsidiary or any other Loan Party shall file with the Securities and Exchange
Commission (or any Governmental Authority substituted therefor) or any national
securities exchange, provided that Borrower shall provide Administrative Agent
with written notice of any such filing (other than regularly filed 10-Ks or
10-Qs) within ten (10) Business Days following such filing;

      


      (d)     
      Promptly upon the issuance thereof copies of
all press releases issued by the Borrower, any Subsidiary or any other Loan
Party;

      


      (e)      
     No later than seventy-five (75) days after the end
of each fiscal year of the Borrower ending prior to the Termination Date,
projected operating statements of the Borrower and its Subsidiaries on a
consolidated basis for each quarter of the next succeeding two (2) fiscal years,
all itemized in reasonable detail.  The foregoing shall be accompanied
by pro forma calculations, together with detailed assumptions, required to
establish whether or not the Borrower, and when appropriate its consolidated
Subsidiaries, will be in compliance with the covenants contained in Section 10.1 and at
the end of each fiscal quarter of the next succeeding two (2) fiscal
years;

      


      (f)        
    No later than thirty (30) days following Administrative
Agent’s request (which 30-day period shall expire in no event earlier than
forty-five (45) days after the end of each fiscal year of the Borrower), a
property budget for each Pool Asset for the coming fiscal year of the
Borrower;

      


      (g)       
    If and when any member of the ERISA Group (i) gives or
is required to give notice to the PBGC of any “reportable event” (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the controller of the Borrower setting forth details as to such
occurrence and action, if any, which the Borrower or applicable member of the
ERISA Group is required or proposes to take;


      
        
           


        

        
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      (h)       
    To the extent the Borrower or any Subsidiary is aware of
the same, prompt notice of the commencement of any proceeding or investigation
by or before any Governmental Authority and any action or proceeding in any
court or other tribunal or before any arbitrator against or in any other way
relating adversely to, or adversely affecting, the Borrower or any Subsidiary or
any of their respective properties, assets or businesses which, if determined or
resolved adversely to such Person, would reasonably be expected to have a
Material Adverse Effect, and prompt notice of the receipt of notice that any
United States income tax returns of the Borrower or any of its Subsidiaries are
being audited;

      


      (i)        
    A copy of any amendment to the articles of
incorporation, bylaws, partnership agreement or other similar organizational
documents of the Borrower or any other Loan Party within five (5) Business Days
of the effectiveness thereof;

      


      (j)       
     Prompt notice (i) if any of Chaim Katzman, Jeff
Olson, Thomas Caputo, Arthur Gallagher or Gregory Andrews ceases for any reason to
be principally involved in the senior management of the Borrower and (ii) of any
change in the business, assets, liabilities, financial condition or results of
operations of the Borrower, any Subsidiary or any other Loan Party which has had
or could have Material Adverse Effect;

      


      (k)        
   Prompt notice of the occurrence of any Default or Event of
Default or any event which constitutes or which with the passage of time, the
giving of notice, or both, would constitute a default or event of default by the
Borrower, any Subsidiary or any other Loan Party under any Material Contract to
which any such Person is a party or by which any such Person or any of its
respective properties may be bound;

      


      (l)        
    Promptly upon entering into any Material Contract after
the Agreement Date, unless a copy of such Material Contract is made available
publicly through a filing with the Securities and Exchange Commission, notice of
such Material Contract (along with a brief description of its terms) and, upon
Administrative Agent’s request (provided dissemination is not prohibited by
confidentiality provisions), a copy of such Material Contract to Administrative
Agent;

      


      (m)           Prompt
notice of (i) any order, judgment or decree in excess of $1,500,000 having been
entered against the Borrower, any Subsidiary or any other Loan Party or any of
their respective properties or assets, (ii) the institution of, or threat of,
any material action, suit, proceeding, governmental investigation or arbitration
against or affecting Borrower not listed on Schedule 7.1(i)
hereto, or (iii) any material development in any action, suit, proceeding,
governmental investigation or arbitration already disclosed, which, in the case
of matters referenced in subsections (ii) and (iii), has, or is reasonably
likely to have, a Material Adverse Effect, together with such other information
as may be reasonably available to Borrower to enable Administrative Agent, the
Lenders and their counsel to evaluate such matters;


      
        
           


        

        
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      (n)       
    Prompt notice of (i) any written notification of an
alleged violation by the Borrower or any other Loan Party of any law or
regulation, the violation of which could result in a Material Adverse Effect, or
(ii) any inquiry shall have been received by the Borrower or any other Loan
Party from any Governmental Authority which could result in a Material Adverse
Effect;

      


      (o)        
   Without limiting Borrower’s obligations to remain in
compliance with the covenants of Article X below,
promptly upon the request of the Administrative Agent, and in any event not less
frequently than once per calendar quarter concurrently with Borrower’s delivery
of a Compliance Certificate, evidence of the Borrower’s calculation of the
Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate with
respect to which there has been a change in Borrower’s calculation of the
Ownership Share with respect to such Subsidiary or Unconsolidated Affiliate,
such evidence to be in form and detail satisfactory to the Administrative
Agent;

      


      (p)       
    From time to time and promptly upon each request, such
data, certificates, reports, schedules of major tenants, statements, opinions of
counsel, documents or further information regarding any Property or the
business, assets, liabilities, financial condition, results of operations or
business prospects of the Borrower or any of its Subsidiaries as the
Administrative Agent or any Lender may reasonably request; and

      


      (q)       
    Promptly upon request, copies certified by the Secretary
or Assistant Secretary (or other individual performing similar functions) of
each of the Loan Parties (other than Borrower, for which the following
information shall be provided prior to the Effective Date) of (x) the by-laws of
such Person, if a corporation, the operating agreement, if a limited liability
company, the partnership agreement, if a limited or general partnership, or
other comparable document in the case of any other form of legal entity and (y)
all corporate, partnership, member or other necessary action taken by such
Person to authorize the execution, delivery and performance of the Loan
Documents to which it is a party.

      


      ARTICLE
X           NEGATIVE
COVENANTS

      


      For so
long as this Agreement is in effect, unless the Requisite Lenders (or, if
required pursuant to Section 13.7, all of
the Lenders) shall otherwise consent in the manner set forth in Section 13.7, the
Borrower shall comply with the following covenants (which, to the extent tested
with respect to a specific fiscal quarter, shall be tested as of the last
Business Day of such fiscal quarter):

      


      Section
10.1          Financial
Covenants.

      


      (a)        
   Minimum Tangible Net
Worth.  The Borrower shall not permit its Tangible Net Worth
determined on a consolidated basis at the end of any fiscal quarter to be less
than (i) $736,788,750 plus (ii) ninety
percent (90%) of the Net Proceeds of all Equity Issuances effected at any time
after the Effective Date by the Borrower or any
of its Subsidiaries to any Person other than the Borrower or any of its
Subsidiaries.

      


      (b)         
  Ratio of
Total Liabilities to Gross Asset Value.  The Borrower shall not
permit the ratio of (i) Total Liabilities of the Borrower and its Subsidiaries
determined on a consolidated basis to (ii) Gross Asset Value of the Borrower and
its Subsidiaries determined on a consolidated basis, to exceed 0.60 to 1.00 at
any time.


      
        
           


        

        
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      (c)            Ratio of Secured
Indebtedness to Gross Asset Value. The Borrower shall not permit the
ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries
determined on a consolidated basis to (ii) Gross Asset Value to exceed 0.40 to
1.00 at any time.

      


      (d)       
    Ratio of EBITDA to Interest
Expense.  The Borrower shall not permit the ratio of (i) EBITDA
of the Borrower and its Subsidiaries determined on a consolidated basis for the
fiscal quarter most recently ended to (ii) Interest Expense of the Borrower and
its Subsidiaries determined on a consolidated basis for such period, to be less
than 1.90 to 1.00 for such period.

      


      (e)            Ratio of EBITDA to Fixed
Charges.  The Borrower shall not permit the ratio of (i) EBITDA
of the Borrower and its Subsidiaries determined on a consolidated basis for the
fiscal quarter most recently ended to (ii) Fixed Charges of the Borrower and its
Subsidiaries determined on a consolidated basis for such period, to be less than
1.65 to 1.00 for such period.

      


      (f)         
   Ratio of Unencumbered Net
Operating Income to Unsecured Interest Expense. The Borrower shall not
permit the ratio of (i) Unencumbered Net Operating Income of the Borrower and
its Subsidiaries determined on a consolidated basis for the fiscal quarter most
recently ending to (ii) Unsecured Interest Expense of the Borrower and its
Subsidiaries determined on a consolidated basis for such period, to be less than
1.85 to 1.00.

      


      (g)         
  Permitted
Investments.  The Borrower shall not, and shall not permit any
Subsidiary to, make an Investment in or otherwise own, the following items which
would cause the aggregate value of such holdings of such Persons to exceed the
following percentages of the Borrower’s Gross Asset Value:

      


      (i)  
          unimproved and
undeveloped raw land (which shall not include any such land acquired less than
eighteen (18) months previously and which is to become a Development Property
within eighteen (18) months of its acquisition), such that the aggregate book
value of all such land exceeds ten percent (10%) of the Borrower’s Gross Asset
Value;

      


      (ii)  
         (A) common stock,
Preferred Stock, other capital stock, beneficial interest in trust, membership
interest in limited liability companies and other Equity Interests in Persons
(other than consolidated Subsidiaries and Unconsolidated Affiliates) and/or (B)
Marketable Securities of Borrower, such that the aggregate book value of such
interests exceeds ten percent (10%) of the Borrower’s Gross Asset
Value;

      


      (iii)           Equity
Interests in Unconsolidated Affiliates, such that the aggregate value of such
Equity Interests in Unconsolidated Affiliates, exceeds fifteen percent (15%) of
the Borrower’s Gross Asset Value.  For purposes of this clause (iii),
the “value” of any such Equity Interests in an Unconsolidated Affiliate shall
equal (1) with respect to any of such Unconsolidated Affiliate’s CIP, the
Borrower’s Ownership Share of such CIP as of the date of determination and (2)
with respect to any of such Unconsolidated Affiliate’s Properties which have
been completed, the Borrower’s Ownership Share of the Operating Property Value
for each Property of such Unconsolidated Affiliate;


      
        
           


        

        
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      (iv)           Mortgages
in favor of the Borrower or any Subsidiary of the Borrower, such that the
aggregate book value of Indebtedness secured by such Mortgages exceeds five
percent (5%) of the Borrower’s Gross Asset Value; and

      


      (v)       
    the aggregate amount of the Total Budgeted Costs for
Development Properties plus Major Redevelopment Properties in which the Borrower
either has a direct or indirect ownership interest shall not exceed fifteen
percent (15%) of the Borrower’s Gross Asset Value.  If a Development
Property or Redevelopment Property is owned by an Unconsolidated Affiliate of
Borrower or any Subsidiary, then the greater of (1) the product of
(A) the Borrower’s or such Subsidiary’s Ownership Share in such Unconsolidated
Affiliate and (B) the amount of the Total Budgeted Costs for such Development
Property or Redevelopment Property or (2) the recourse obligations of the
Borrower or such Subsidiary (including, without limitation, as a general partner
of such Unconsolidated Affiliate) relating to the Indebtedness of such
Unconsolidated Affiliate, shall be used in calculating such investment
limitation.

      


      provided, further, that, in
addition to the foregoing limitations, the aggregate value of the Investments
and other items subject to the limitations in the preceding clauses (i) through
(v) shall not exceed twenty-five percent (25%) of the Borrower’s Gross Asset
Value.

      


      (h)     
      Total Assets of Non-Wholly
Owned Subsidiaries.  Borrower shall not permit aggregate Gross
Asset Value, determined with respect to all Subsidiaries that are not Wholly
Owned Subsidiaries to exceed twenty percent (20%) of the Gross Asset
Value.

      


      (i)        
    Dividends and Other
Restricted Payments.  If a monetary or other material Default
or Event of Default (including, without limitation, the occurrence of any of the
events specified in subsection (a), (e), (f) or (l)(i) of Section 11.1 or any
violation of the covenants set forth in Article X) shall
exist, or if as a result of the occurrence of any other Event of Default the
Obligations have been accelerated, the Borrower shall not, and shall not permit
any Subsidiary to, make any Restricted Payments to any Person whatsoever other
than to the Borrower or any Subsidiary; provided, however, but subject to the
following sentence, the Borrower may declare or make cash distributions to its
shareholders in an aggregate amount not to exceed the minimum amount necessary
for the Borrower to remain in compliance with Section
8.12.  In express limitation of the foregoing proviso, if an
Event of Default specified in subsection (a), (e) or (f) of Section 11.1 shall
have occurred and be continuing (as opposed to another material Default or Event
of Default under the Agreement), or if as a result of the occurrence of any
Event of Default the Obligations have been accelerated, the Borrower shall not,
and shall not permit any Subsidiary to, make any Restricted Payments to any
Person whatsoever other than to the Borrower or any Subsidiary.

      


      (j)         
   Asset Value of Non-Guarantor
Entities.  At no time shall the aggregate Asset Value of the
Non-Guarantor Entities obligated in respect of any Recourse Indebtedness exceed
ten percent (10%) of the Gross Asset Value.


      
        
           


        

        
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      Section
10.2          Negative
Pledge.

      


      The
Borrower shall not, and shall not permit any other Loan Party to, create, assume
or suffer to exist any Lien on any Pool Asset or on any direct or indirect
ownership interest in any Pool Asset, except for Permitted Liens.

      


      Section
10.3          Restrictions on
Intercompany Transfers.

      


      The
Borrower shall not, and shall not permit any other Loan Party to, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Loan Party
to:  (i) pay dividends or make any other distribution on any of such
Loan Party’s capital stock or other Equity Interests owned by a Loan Party; (ii)
pay any Indebtedness owed to a Loan Party; (iii) make loans or advances to a
Loan Party; or (iv) transfer any of its property or assets to a Loan
Party.

      


      Section
10.4          Merger,
Consolidation, Sales of Assets and Other Arrangements.

      


      The
Borrower shall not, and shall not permit any other Loan Party or any other
Subsidiary to, (a) enter into any transaction of merger or consolidation; (b)
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or substantially all of
its business or assets, or the capital stock of or other Equity Interests in any
of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a
Substantial Amount of the assets of, or make an Investment of a Substantial
Amount in, any other Person; provided, however,
that:

      


      (i)         
   any Subsidiary may merge with a Loan Party so long as the
survivor is a Loan Party;

      


      (ii)     
      any Subsidiary may sell, transfer or dispose
of its assets to a Loan Party;

      


      (iii)           any
Subsidiary that is not (and is not required to be) a Loan Party may convey,
sell, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any substantial part of its business or assets, or the
capital stock of or other Equity Interests in any of its Subsidiaries, and
immediately thereafter liquidate, provided that immediately prior to any such
conveyance, sale, transfer, disposition or liquidation and immediately
thereafter and after giving effect thereto, no Default or Event of Default is or
would be in existence;

      


      (iv)           any
Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire
(whether by purchase, acquisition of Equity Interests of a Person, or as a
result of a merger or consolidation) assets of, or make an Investment in, any
other Person so long as the amount of such acquisition or Investment does not
equal or exceed a Substantial Amount and (B) sell, lease or otherwise transfer,
whether by one or a series of transactions, assets (including capital stock or
other securities of Subsidiaries) which do not equal or exceed a Substantial
Amount to any other Person and, in the event that the assets referenced in
either subsection (A) or (B) above do in fact equal or exceed a Substantial
Amount, the applicable Loan Party or other Subsidiary may proceed with such
acquisition or transfer, so long as, in each case, (1) the Borrower shall have
given the Administrative Agent and the Lenders at least thirty (30) days prior
written notice of such consolidation, merger, acquisition, Investment, sale,
lease or other transfer; (2) immediately prior thereto, and immediately
thereafter and after giving effect thereto, no Default or Event of Default is or
would be in existence; (3) in the case of a consolidation or merger involving
the Borrower or any other Loan Party, such Person shall be the survivor thereof
and (4) at the time the Borrower gives notice pursuant to clause (1) of this
subsection, the Borrower shall have delivered to the Administrative Agent and
the Lenders a Compliance Certificate, calculated on a pro forma basis,
evidencing the continued compliance by the Loan Parties with the terms and
conditions of this Agreement and the other Loan Documents, including without
limitation, the financial covenants contained in Section 10.1, after
giving effect to such consolidation, merger, acquisition, Investment, sale,
lease or other transfer; and


      
        
           


        

        
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      (v)     
      the Borrower and the other Loan Parties may
lease and sublease its respective assets, as lessor or sublessor (as the case
may be), in the ordinary course of their business.

      


      Further,
no Loan Party, nor any other Subsidiary, shall enter into any sale-leaseback
transactions or other transaction by which such Person shall remain liable as
lessee (or the economic equivalent thereof) of any real or personal property
that it has sold or leased to another Person.

      


      Section
10.5          Plans.

      


      The
Borrower shall not, and shall not permit any other Loan Party or any other
Subsidiary to, permit any of its respective assets to become or be deemed to be
“plan assets” within the meaning of ERISA, the Internal Revenue Code and the
respective regulations promulgated thereunder.

      


      Section
10.6          Fiscal
Year.

      


      The
Borrower shall not change its fiscal year from that in effect as of the
Agreement Date.

      


      Section
10.7          Modifications of
Organizational Documents and Material Contracts.

      


      The
Borrower shall not, and shall not permit any other Loan Party to, amend,
supplement, restate or otherwise modify its articles of incorporation, by-laws
or other organizational documents without the prior written consent of the
Requisite Lenders unless such amendment, supplement, restatement or other
modification (a) is in the case of the Borrower, to increase the amount of
Equity Interests authorized to be issued by the Borrower, or to authorize the
issuance of a class of Preferred Stock by the Borrower, (b) is required under or
as a result of the Internal Revenue Code or other Applicable Law, (c) is
required to maintain the Borrower’s status as a REIT or (d) could not reasonably
be expected to have a Material Adverse Effect (and in all events, Borrower, in
accordance with Section 9.4(i), shall
provide Administrative Agent with fully executed and filed, if applicable,
copies of any of the foregoing).  The Borrower shall not permit
Subsidiary that is not a Loan Party to amend, supplement, restate or otherwise
modify its articles of incorporation, by-laws or other organizational documents
if such amendment, supplement, restatement or other modification could
reasonably be expected to have a Material Adverse Effect.  The
Borrower shall not enter into, and shall not permit any Subsidiary or other Loan
Party to enter into, any amendment, termination or modification to any Material
Contract that could reasonably be expected to have a Material Adverse Effect or
default in the performance of any obligations of the Borrower or any Subsidiary
in any Material Contract.


      
        
           


        

        
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      Section
10.8          Transactions with
Affiliates.

      


      The
Borrower shall not, and shall not permit any other Loan Party to, permit to
exist or enter into, any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of
the Borrower or with any director, officer or employee of any Loan Party, except
(i) transactions in the course of and pursuant to the reasonable requirements of
the business of the Borrower and upon fair and reasonable terms that are no less
favorable to the Borrower than would be obtained in a comparable arm’s length
transaction with a Person that is not an Affiliate, and (ii) those transactions
listed on Schedule
10.8 attached hereto.  In limitation of the foregoing, neither
Borrower nor any other Loan Parties or Subsidiaries shall (a) make loans or
advances to any director, officer or employee of any Loan Party or (b) guaranty
loans or advances to any director, officer or employee of any Loan Party, in
either case or cumulatively in excess of $10,000,000 in the
aggregate.  The Borrower and each Subsidiary may, however, guaranty
Indebtedness of other Loan Parties.

      


      ARTICLE
XI           DEFAULT

      


      Section
11.1          Events of
Default.

      


      Each of
the following shall constitute an Event of Default, whatever the reason for such
event and whether it shall be voluntary or involuntary or be effected by
operation of Applicable Law or pursuant to any judgment or order of any
Governmental Authority:

      


      (a)        
   Default in
Payment.  The Borrower or any other Loan Party shall fail to
pay (i) any amount due on the Termination Date, (ii) any principal when due
(whether upon demand, at maturity, by reason of acceleration or otherwise), or
(iii) any other amount due (whether upon demand, at maturity, by reason of
acceleration or otherwise) under this Agreement or any other Loan Document
within three (3) Business Days of the same being due.

      


      (b)         
  Default in
Performance.

      


      (i)   
         The Borrower shall fail to
perform or observe any term, covenant, condition or agreement on its part to be
performed or observed and contained in Sections 9.1, 9.2, 9.3 or Article X.;
or

      


      (ii)   
        The Borrower or any other Loan
Party shall fail to perform or observe any term, covenant, condition or
agreement contained in this Agreement or any other Loan Document to which it is
a party and not otherwise mentioned in this Section and such failure shall
continue for a period of thirty (30) calendar days after the earlier of (x) the
date upon which any Loan Party obtains knowledge of such failure or (y) the date
upon which the Borrower has received written notice of such failure from the
Administrative Agent;


      
        
           


        

        
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      (c)         
  Misrepresentations.  Any
representation or warranty made or deemed made by or on behalf of the Borrower
or any other Loan Party in this Agreement, in any other Loan Document, or in any
required certificate delivered by or on behalf of the Borrower or any other Loan
Party, or any amendment hereto or thereto, shall at any time prove to have been
incorrect or misleading in any material respect when furnished or made or deemed
made.

      


      (d)       
    Indebtedness
Cross-Default.

      


      (i)        
    The Borrower, any other Loan Party, or any other
Subsidiary shall fail to pay when due and payable the principal of, or interest
on, (x) any Recourse Indebtedness (other than the Loans) having an aggregate
outstanding principal amount of $5,000,000 or more, or (y) any Nonrecourse
Indebtedness having an aggregate outstanding principal amount of $35,000,000 or
more, and in any such case such failure shall continue beyond any applicable
notice and cure periods; or

      


      (ii)       
    The maturity of any (x) any Recourse Indebtedness (other
than the Loans) of the Borrower, any other Loan Party or any other Subsidiary
having an aggregate outstanding principal amount of $5,000,000 or more, or (y)
any Nonrecourse Indebtedness of the Borrower, any other Loan Party or any other
Subsidiary having an aggregate outstanding principal amount of $35,000,000 or
more shall have (1) been accelerated in accordance with the provisions of any
indenture, contract or instrument evidencing, providing for the creation of or
otherwise concerning such Indebtedness or (2) been required to be prepaid or
repurchased prior to the stated maturity thereof; or

      


      (iii)           Any
other event shall have occurred and be continuing which, with or without the
passage of time, the giving of notice, or both, would permit any holder or
holders of (x) any Recourse Indebtedness (other than the Loans) of the Borrower,
any other Loan Party or any other Subsidiary having an aggregate outstanding
principal amount of $5,000,000 or more, or (y) any Nonrecourse Indebtedness of
the Borrower, any other Loan Party or any other Subsidiary having an aggregate
outstanding principal amount of $35,000,000 or more, any trustee or agent acting
on behalf of such holder or holders or any other Person, to accelerate the
maturity of such Indebtedness or require any such Indebtedness to be prepaid or
repurchased prior to its stated maturity.  Notwithstanding the
foregoing, the provisions of this subclause (iii) shall not apply to the
Indebtedness listed on Schedule 11.1(d)
solely as a result of known non-monetary defaults previously disclosed in
Borrower’s publicly filed 2007 financial statements, unless and until the
applicable holder(s) (or any trustee or agent acting on behalf of such
holder(s)) of such Indebtedness accelerate the maturity of such Indebtedness or
require any such Indebtedness to be prepaid or repurchased prior to its stated
maturity as a result of such known defaults.

      


      (e)      
     Voluntary Bankruptcy
Proceeding.  The Borrower or any other Loan Party or any Person
who has granted to the Administrative Agent a Lien under any Security Document
shall:  (i) commence a voluntary case under the Bankruptcy Code of
1978, as amended or other federal bankruptcy laws (as now or hereafter in
effect); (ii) file a petition seeking to take advantage of any other Applicable
Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts; (iii) consent to, or fail to
contest in a timely and appropriate manner, any petition filed against it in an
involuntary case under such bankruptcy laws or other Applicable Laws or consent
to any proceeding or action described in the immediately following subsection;
(iv) apply for or consent to, or fail to contest in a timely and appropriate
manner, the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of a substantial part of its
property, domestic or foreign; (v) be unable to or admit in writing its
inability to pay its debts as they become due; (vi) make a general assignment
for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors
under any Applicable Law; or (viii) take any corporate or partnership action for
the purpose of effecting any of the foregoing.


      
        
           


        

        
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      (f)        
    Involuntary Bankruptcy
Proceeding.  A case or other proceeding shall be commenced
against the Borrower or any other Loan Party or any Person who has granted to
the Administrative Agent a Lien under any Security Document in any court of
competent jurisdiction seeking:  (i) relief under the Bankruptcy Code
of 1978, as amended or other federal bankruptcy laws (as now or hereafter in
effect) or under any other Applicable Laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator
or the like of such Person, or of all or any substantial part of the assets,
domestic or foreign, of such Person, and in the case of either clause (i) or
(ii) such case or proceeding shall continue undismissed or unstayed for a period
of sixty (60) consecutive calendar days, or an order granting the relief
requested in such case or proceeding (including, but not limited to, an order
for relief under such Bankruptcy Code or such other federal bankruptcy laws)
shall be entered.

      


      (g)     
      Revocation of Loan
Documents.  The Borrower or any other Loan Party shall (or
shall attempt to) disavow, revoke or terminate any Loan Document to which it is
a party or shall otherwise challenge or contest in any action, suit or
proceeding in any court or before any Governmental Authority the validity or
enforceability of any Loan Document.

      


      (h)       
    Judgment.  A
judgment or order for the payment of money shall be entered against the Borrower
or any other Loan Party, by any court or other tribunal and (i) such judgment or
order shall continue for a period of thirty (30) days without being paid, stayed
or dismissed through appropriate appellate proceedings and (ii) either (A) the
amount for which insurance has not been acknowledged in writing by the
applicable insurance carrier (or the amount as to which the insurer has denied
liability) exceeds, individually or together with all other such judgments or
orders entered against the Loan Parties, $1,500,000 or (B) such judgment or
order could reasonably be expected to have a Material Adverse
Effect.

      


      (i)         
   Attachment.  A
warrant, writ of attachment, execution or similar process shall be issued
against any property of the Borrower or any other Loan Party, which exceeds,
individually or together with all other such warrants, writs, executions and
processes, $1,500,000 in amount and such warrant, writ, execution or process
shall not be paid, discharged, vacated, stayed or bonded for a period of thirty
(30) days; provided, however, that if a
bond has been issued in favor of the claimant or other Person obtaining such
warrant, writ, execution or process, the issuer of such bond shall execute a
waiver or subordination agreement in form and substance satisfactory to the
Administrative Agent pursuant to which the issuer of such bond subordinates its
right of reimbursement, contribution or subrogation to the Obligations and
waives or subordinates any Lien it may have on the assets of any Loan
Party.


      
        
           


        

        
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      (j)         
   ERISA.  Any
member of the ERISA Group shall fail to pay when due an amount or amounts
aggregating in excess of $1,000,000 which it shall have become liable to pay
under Title IV of ERISA; or notice of intent to terminate a Material Plan shall
be filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $1,000,000.

      


      (k)       
    Loan
Documents.  An Event of Default (as defined therein) shall
occur under any of the other Loan Documents;

      


      (l)         
   Change of Control/Change in
Management.

      


      (i)        
    (A) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) other
than Chaim Katzman and/or his Affiliates, successors, estate beneficiaries or
assigns, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a Person will be deemed to have
“beneficial ownership” of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time ), directly or indirectly, of greater than forty percent (40%) of the
total voting power of the then outstanding voting stock of the Borrower or (B)
during any period of twelve (12) consecutive months ending after the Agreement
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of the Borrower (together with any new directors whose
election by such Board or whose nomination for election by the shareholders of
the Borrower was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason (other than death or mental or physical disability) to constitute a
majority of the Board of Directors of the Borrower then in office;
or

      


      (ii)    
       If more than two of Chaim Katzman,
Jeff Olson, Thomas Caputo, Arthur Gallagher and Gregory Andrews cease for any
reason to be principally involved in the senior management of the Borrower, and
(in the case of vacancies caused by resignation, death or incapacity) Borrower
shall have failed to replace the resulting vacancies in senior management with
individuals reasonably acceptable to the Requisite Lenders within a period of
one-hundred eighty (180) days.  For purposes of this Agreement, Chaim
Katzman’s position as Chairman of the Borrower’s Board of Directors is
considered senior management.

      


      (m)           Damage; Strike;
Casualty.  Any material damage to, or loss or destruction of,
any Pool Asset, whether or not insured, or any strike, lockout, labor dispute,
embargo, condemnation, act of God or public enemy, or other casualty which
causes, for more than thirty (30) consecutive days beyond the coverage period of
any applicable business interruption insurance, the cessation or substantial
curtailment of revenue producing activities of the Borrower or its Subsidiaries
taken as a whole and only if any such event or circumstance could reasonably be
expected to have a Material Adverse Effect.


      
        
           


        

        
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      Section
11.2          Remedies Upon
Event of Default.

      


      Upon the
occurrence of an Event of Default the following provisions shall
apply:

      


      (a)       
    Acceleration; Termination of
Facilities.

      


      (i)   
         Automatic.  Upon
the occurrence of an Event of Default specified in Sections 11.1(e) or 11.1(f), (A)(i) the
principal of, and all accrued interest on, the Loans and the Notes at the time
outstanding, (ii) an amount equal to the Stated Amount of all Letters of Credit
outstanding as of the date of the occurrence of such Event of Default and (iii)
all of the other Obligations of the Borrower, including, but not limited to, the
other amounts owed to the Lenders and the Administrative Agent under this
Agreement, the Notes or any of the other Loan Documents shall become immediately
and automatically due and payable by the Borrower without presentment, demand,
protest, or other notice of any kind, all of which are expressly waived by the
Borrower and
(B) the Commitments and the obligation of the Lenders to make Loans hereunder,
and the obligation of the Administrative Agent to issue Letters of Credit
hereunder, shall immediately and automatically terminate.

      


      (ii)   
        Optional.  If
any other Event of Default shall exist, the Administrative Agent shall, at the
direction of the Requisite Lenders:  (A) declare (1) the principal of,
and accrued interest on, the Loans and the Notes at the time outstanding, (2) an
amount equal to the Stated Amount of all Letters of Credit outstanding as of the
date of the occurrence of such Event of Default and (3) all of the other
Obligations, including, but not limited to, the other amounts owed to the
Lenders and the Administrative Agent under this Agreement, the Notes or any of
the other Loan Documents to be forthwith due and payable, whereupon the same
shall immediately become due and payable without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by the Borrower and
(B) terminate the Commitments and the obligation of the Lenders to make Loans
hereunder and the obligation of the Administrative Agent to issue Letters of
Credit hereunder.

      


      (iii)           Rescission of Acceleration
by Requisite Lenders.  If at any time after acceleration of the
maturity of the Loans and the other Obligations, the Borrower shall pay all
arrears of interest and all payments on account of principal of the Obligations
which shall have become due otherwise than by acceleration (with interest on
principal and, to the extent permitted by Applicable Law, on overdue interest,
at the rates specified in this Agreement) and all Events of Default and Defaults
(other than nonpayment of principal of and accrued interest on the Obligations
due and payable solely by virtue of acceleration) shall become remedied or
waived to the satisfaction of the Requisite Lenders, then by written notice to
the Borrower, the Requisite Lenders may elect, in the sole discretion of such
Requisite Lenders, to rescind and annul the acceleration and its
consequences.  The provisions of the preceding sentence are intended
merely to bind all of the Lenders to a decision which may be made at the
election of the Requisite Lenders, and are not intended to benefit the Borrower
and do not give the Borrower the right to require the Lenders to rescind or
annul any acceleration hereunder, even if the conditions set forth herein are
satisfied


      
        
           


        

        
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      (b)    
       Loan
Documents.  The Requisite Lenders may direct the Administrative
Agent to, and the Administrative Agent if so directed shall, exercise any and
all of its rights under any and all of the other Loan Documents.

      


      (c)     
      Applicable
Law.  The Requisite Lenders may direct the Administrative Agent
to, and the Administrative Agent if so directed shall, exercise all other rights
and remedies it may have under any Applicable Law.

      


      Section
11.3          Marshaling;
Payments Set Aside.

      


      Neither
the Administrative Agent nor any Lender shall be under any obligation to marshal
any assets in favor of any Loan Party or any other party or against or in
payment of any or all of the Obligations.  To the extent that any Loan
Party makes a payment or payments to the Administrative Agent and/or any Lender,
or the Administrative Agent and/or any Lender enforce their security interests
or exercise their rights of setoff, and such payment or payments or the proceeds
of such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, state
or federal law, common law or equitable cause, then to the extent of such
recovery, the Obligations or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor, shall be revived and continued in
full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.

      


      Section
11.4          Allocation of
Proceeds.

      


      If an
Event of Default exists and maturity of any of the Obligations has been
accelerated, all payments received by the Administrative Agent under any of the
Loan Documents, in respect of any principal of or interest on the Obligations or
any other amounts payable by the Borrower hereunder or thereunder, shall be
applied in the following order and priority:

      


      (a)   
        amounts due to the
Administrative Agent and the Lenders in respect of Fees and expenses due under
Section
13.2;

      


      (b)    
       payments of interest on Loans, to be
applied for the ratable benefit of the Lenders;

      


      (c)      
     payments of principal of Loans, to be applied for
the ratable benefit of the Lenders;

      


      (d)       
    amounts due to the Administrative Agent and the Lenders
pursuant to Sections 12.7 and 13.10;


      
        
           


        

        
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      (e)      
     payments of all other amounts due under any of the
Loan Documents, if any, to be applied for the ratable benefit of the Lenders;
and

      


      (f)         
   any amount remaining after application as provided above,
shall be paid to the Borrower or whomever else may be legally entitled
thereto.

      


      Section
11.5          Letter of Credit
Collateral Account.

      


      (a)     
      As collateral security for the prompt
payment in full when due of all Letter of Credit Liabilities, the Borrower
hereby pledges and grants to the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders as provided herein, a security interest in
all of its right, title and interest in and to the Letter of Credit Collateral
Account established pursuant to the requirements of Section 2.12, and the
balances from time to time in the Letter of Credit Collateral Account (including
the investments and reinvestments therein provided for below).  The
balances from time to time in the Letter of Credit Collateral Account shall not
constitute payment of any Letter of Credit Liabilities until applied by the
Administrative Agent as provided herein.  Anything in this Agreement
to the contrary notwithstanding, funds held in the Letter of Credit Collateral
Account shall be subject to withdrawal only as provided in this Section and in
Section
2.12.

      


      (b)      
     Amounts on deposit in the Letter of Credit
Collateral Account shall be invested and reinvested by the Administrative Agent
in such cash equivalents as the Administrative Agent shall determine in its sole
discretion.  All such investments and reinvestments shall be held in
the name of and be under the sole dominion and control of the Administrative
Agent, provided, that all
earnings on such investments will be credited to and retained in the Letter of
Credit Collateral Account for the account of Borrower.  The
Administrative Agent shall exercise reasonable care in the custody and
preservation of any funds held in the Letter of Credit Collateral Account and
shall be deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Administrative Agent accords other
funds deposited with the Administrative Agent, it being understood that the
Administrative Agent shall not have any responsibility for taking any necessary
steps to preserve rights against any parties with respect to any funds held in
the Letter of Credit Collateral Account.

      


      (c)        
   If an Event of Default exists, the Administrative Agent shall,
if instructed by the Requisite Lenders in their discretion at any time and from
time to time, elect to liquidate any such investments and reinvestments
referenced in subsection (b) above and credit the proceeds thereof to the Letter
of Credit Collateral Account and apply or cause to be applied such proceeds and
any other balances in the Letter of Credit Collateral Account to the payment of
any of the Letter of Credit Liabilities due and payable.

      


      (d)         
  So long as no Default or Event of Default exists, the Administrative
Agent shall, from time to time, at the request of the Borrower, deliver to the
Borrower, against receipt but without any recourse, warranty or representation
whatsoever, such of the balances in the Letter of Credit Collateral Account as
exceed the aggregate amount of Letter of Credit Liabilities at such
time.  When all of the Obligations shall have been indefeasibly paid
in full and no Letters of Credit remain outstanding, the Administrative Agent
shall deliver to the Borrower, against receipt but without any recourse,
warranty or representation whatsoever, the balances remaining in the Letter of
Credit Collateral Account.


      
        
           


        

        
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      (e)    
       The Borrower shall pay to the
Administrative Agent from time to time such fees as the Administrative Agent
normally charges for similar services in connection with the Administrative
Agent’s administration of the Letter of Credit Collateral Account and
investments and reinvestments of funds therein.

      


      Section
11.6          Performance by
Administrative Agent.

      


      If the
Borrower shall fail to perform any covenant, duty or agreement contained in any
of the Loan Documents, the Administrative Agent may perform or attempt to
perform such covenant, duty or agreement on behalf of the Borrower after the
expiration of any cure or grace periods set forth herein.  In such
event, the Borrower shall, at the request of the Administrative Agent, promptly
reimburse the Administrative Agent the duly documented, out-of-pocket costs of
third parties engaged by the Administrative Agent in such performance or
attempted performance to the Administrative Agent.  Notwithstanding
the foregoing, neither the Administrative Agent nor any Lender shall have any
liability or responsibility whatsoever for the performance of any obligation of
the Borrower under this Agreement or any other Loan Document.

      


      Section
11.7          Rights
Cumulative.

      


      The
rights and remedies of the Administrative Agent and the Lenders under this
Agreement and each of the other Loan Documents shall be cumulative and not
exclusive of any rights or remedies which any of them may otherwise have under
Applicable Law.  In exercising their respective rights and remedies
the Administrative Agent and the Lenders may be selective and no failure or
delay by the Administrative Agent or any of the Lenders in exercising any right
shall operate as a waiver of it, nor shall any single or partial exercise of any
power or right preclude its other or further exercise or the exercise of any
other power or right.

      
         


      

      ARTICLE
XII           THE
AGENT

      


      Section
12.1          Authorization
and Action.

      


      Each
Lender hereby appoints and authorizes the Administrative Agent to take such
action as contractual representative on such Lender’s behalf and to exercise
such powers under this Agreement and the other Loan Documents as are
specifically delegated to the Administrative Agent by the terms hereof and
thereof, together with such powers as are reasonably incidental
thereto.  Not in limitation of the foregoing, each Lender authorizes
and directs the Administrative Agent to enter into the Loan Documents for the
benefit of the Lenders.  Each Lender hereby agrees that, except as
otherwise set forth herein, any action taken by the Requisite Lenders in
accordance with the provisions of this Agreement or the Loan Documents, and the
exercise by the Requisite Lenders of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders.  Nothing herein shall
be construed to deem the Administrative Agent a trustee or fiduciary for any
Lender or to impose on the Administrative Agent duties or obligations other than
those expressly provided for herein.  Without limiting the generality
of the foregoing, the use of the terms “Administrative Agent”, “Agent”, “agent”
and similar terms in the Loan Documents with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any Applicable
Law.  Instead, use of such terms is merely a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.  Except as otherwise specifically
provided in this Agreement, at the request of a Lender, the Administrative Agent
will forward to such Lender copies or, where appropriate, originals of the
documents delivered to the Administrative Agent pursuant to this Agreement or
the other Loan Documents.  The Administrative Agent shall deliver to
each Lender, promptly upon receipt thereof by the Administrative Agent, one
original of each Note made payable to the order of such Lender and copies of
each of the financial statements, certificates, notices and other documents
delivered to the Administrative Agent pursuant to Article IX; provided
such delivered documents shall not be deemed to include any documents obtained
by the Administrative Agent from the internet pursuant to Sections 9.1, 9.2 or 9.4.(b).  The
Administrative Agent will also furnish to any Lender, upon the request of such
Lender, a copy of any certificate or notice furnished to the Administrative
Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower,
pursuant to this Agreement or any other Loan Document not already delivered to
such Lender pursuant to the terms of this Agreement or any such other Loan
Document.  As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of any of
the Obligations), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Requisite Lenders (or all of the Lenders if
explicitly required under any other provision of this Agreement), and such
instructions shall be binding upon all Lenders and all holders of any of the
Obligations; provided, however, that,
notwithstanding anything in this Agreement to the contrary, the Administrative
Agent shall not be required to take any action which exposes the Administrative
Agent to personal liability or which is contrary to this Agreement or any other
Loan Document or Applicable Law.  Not in limitation of the foregoing,
the Administrative Agent shall exercise any right or remedy it or the Lenders
may have under any Loan Document upon the occurrence of a Default or an Event of
Default unless the Requisite Lenders have directed the Administrative Agent
otherwise.  Without limiting the foregoing, no Lender shall have any
right of action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting under this Agreement or
any of the other Loan Documents in accordance with the instructions of the
Requisite Lenders, or where applicable, all the Lenders.


      
        
           


        

        
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      Section
12.2          Administrative
Agent’s Reliance, Etc.

      


      Notwithstanding
any other provisions of this Agreement or any other Loan Documents, neither the
Administrative Agent nor any of its directors, officers, agents, employees or
counsel shall be liable for any action taken or not taken by it under or in
connection with this Agreement or any other Loan Document, except for its or
their own gross negligence or willful misconduct in connection with its duties
expressly set forth herein or therein.  Without limiting the
generality of the foregoing, the Administrative Agent: may consult with legal
counsel (including its own counsel or counsel for the Borrower or any other Loan
Party), independent public accountants and other experts selected by it with
reasonable care and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts.  Neither the Administrative Agent nor any of
its directors, officers, agents, employees or counsel: (a) makes any warranty or
representation to any Lender or any other Person and shall be responsible to any
Lender or any other Person for any statement, warranty or representation made or
deemed made by the Borrower, any other Loan Party or any other Person in or in
connection with this Agreement or any other Loan Document; (b) shall have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement or any other Loan Document
or the satisfaction of any conditions precedent under this Agreement or any Loan
Document on the part of the Borrower or other Persons or inspect the property,
books or records of the Borrower or any other Person; (c) shall be responsible
to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan Document,
any other instrument or document furnished pursuant thereto or any Collateral
covered thereby or the perfection or priority of any Lien in favor of the
Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall
have any liability in respect of any recitals, statements, certifications,
representations or warranties contained in any of the Loan Documents or any
other document, instrument, agreement, certificate or statement delivered in
connection therewith; and (e) shall incur any liability under or in respect of
this Agreement or any other Loan Document by acting upon any notice, consent,
certificate or other instrument or writing (which may be by telephone, telecopy
or electronic mail) believed by it to be genuine and signed, sent or given by
the proper party or parties.  The Administrative Agent may execute any
of its duties under the Loan Documents by or through agents, employees or
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects with reasonable care in the
absence of gross negligence or willful misconduct.


      
        
           


        

        
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      Section
12.3          Notice of
Defaults.

      


      The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of a Default or Event of Default unless the Administrative Agent has
received notice from a Lender or the Borrower referring to this Agreement,
describing with reasonable specificity such Default or Event of Default and
stating that such notice is a “notice of default or event of
default.”  If any Lender (excluding the Lender which is also serving
as the Administrative Agent) becomes aware of any Default or Event of Default,
it shall promptly send to the Administrative Agent with a copy to Borrower such
a “notice of default or event of default.”  Further, if the
Administrative Agent receives such a “notice of default”, the Administrative
Agent shall give prompt notice thereof to the Lenders with a copy to
Borrower.

      


      Section
12.4          Wells Fargo as
Lender.

      


      Wells
Fargo, as a “Lender”, shall have the same rights and powers under this Agreement
and any other Loan Document as any other Lender and may exercise the same as
though it were not the Administrative Agent; and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated, include Wells Fargo in each case in
its individual capacity.  Wells Fargo and its affiliates may each
accept deposits from, maintain deposits or credit balances for, invest in, lend
money to, act as trustee under indentures of, serve as financial advisor to, and
generally engage in any kind of business with the Borrower, any other Loan Party
or any other affiliate thereof as if it were any other bank and without any duty
to account therefor to the other Lenders.  Further, the Administrative
Agent and any affiliate may accept fees and other consideration from the
Borrower for services in connection with this Agreement and otherwise without
having to account for the same to the other Lenders.  The Lenders
acknowledge that, pursuant to such activities, Wells Fargo or its affiliates may
receive information regarding the Borrower, other Loan Parties, other
Subsidiaries and other Affiliates (including information that may be subject to
confidentiality obligations in favor of such Person) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them.


      
        
           


        

        
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      Section
12.5          Approvals of
Lenders.

      


      All
communications from the Administrative Agent to any Lender requesting such
Lender’s determination, consent, approval or disapproval (a) shall be given in
the form of a written notice to such Lender, (b) shall be accompanied by a
description of the matter or issue as to which such determination, approval,
consent or disapproval is requested, or shall advise such Lender where
information, if any, regarding such matter or issue may be inspected, or shall
otherwise describe the matter or issue to be resolved, (c) shall include, if
reasonably requested by such Lender and to the extent not previously provided to
such Lender, written materials and a summary of all oral information provided to
the Administrative Agent by the Borrower in respect of the matter or issue to be
resolved, and (d) shall include the Administrative Agent’s recommended course of
action or determination in respect thereof.  Each Lender shall reply
promptly, but in any event within ten (10) Business Days of receipt of such
communication (or such lesser period as may be required under the Loan Documents
for the Administrative Agent to respond).  Unless a Lender shall give
written notice to the Administrative Agent that it specifically objects to the
recommendation or determination of the Administrative Agent (together with a
written explanation of the reasons behind such objection) within the applicable
time period for reply, such Lender shall be deemed to have conclusively approved
of or consented to such recommendation or determination.

      


      Section
12.6          Lender Credit
Decision, Etc.

      


      Each
Lender expressly acknowledges and agrees that neither the Administrative Agent
nor any of its officers, directors, employees, agents, counsel,
attorneys-in-fact or other affiliates has made any representations or warranties
as to the financial condition, operations, creditworthiness, solvency or other
information concerning the business or affairs of the Borrower, any other Loan
Party, any Subsidiary or any other Person  to such Lender and that no
act by the Administrative Agent hereinafter taken, including any review of the
affairs of the Borrower, shall be deemed to constitute any such representation
or warranty by the Administrative Agent to any Lender.  Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent, any other Lender or counsel to the Administrative Agent,
or any of their respective officers, directors, employees and agents, and based
on the financial statements of the Borrower, the Subsidiaries or any other
Affiliate thereof, and inquiries of such Persons, its independent due diligence
of the business and affairs of the Borrower, the Loan Parties, the Subsidiaries
and other Persons, its review of the Loan Documents, the legal opinions required
to be delivered to it hereunder, the advice of its own counsel and such other
documents and information as it has deemed appropriate, made its own credit and
legal analysis and decision to enter into this Agreement and the transaction
contemplated hereby.  Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent, any other
Lender or counsel to the Administrative Agent or any of their respective
officers, directors, employees and agents, and based on such review, advice,
documents and information as it shall deem appropriate at the time, continue to
make its own decisions in taking or not taking action under the Loan
Documents.  Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent under this Agreement or any of the other Loan Documents,
the Administrative Agent shall have no duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of the Borrower, any
other Loan Party or any other Affiliate thereof which may come into possession
of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or other Affiliates.  Each Lender
acknowledges that the Administrative Agent’s legal counsel in connection with
the transactions contemplated by this Agreement is only acting as counsel to the
Administrative Agent and is not acting as counsel to such
Lender.


      
        
           


        

        
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      Section
12.7          Indemnification
of Administrative Agent.

      


      Each
Lender agrees to indemnify the Administrative Agent (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so) pro rata in accordance with such Lender’s respective Pro Rata Share,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against the Administrative Agent (in its capacity as Administrative
Agent but not as a “Lender”) in any way relating to or arising out of the Loan
Documents, any transaction contemplated hereby or thereby or any action taken or
omitted by the Administrative Agent under the Loan Documents (collectively,
“Indemnifiable
Amounts”); provided, however, that no
Lender shall be liable for any portion of such Indemnifiable Amounts to the
extent resulting from the Administrative Agent’s gross negligence or willful
misconduct or if the Administrative Agent fails to follow the written direction
of the Requisite Lenders unless such failure is pursuant to the advice of
counsel of which the Lenders have received notice.  Without limiting
the generality of the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including reasonable counsel fees of the counsel(s) of
the Administrative Agent’s own choosing) incurred by the Administrative Agent in
connection with the preparation, negotiation, execution, administration, or
enforcement of, or legal advice with respect to the rights or responsibilities
of the parties under, the Loan Documents, any suit or action brought by the
Administrative Agent to enforce the terms of the Loan Documents and/or collect
any Obligations, any “lender liability” suit or claim brought against the
Administrative Agent and/or the Lenders, and any claim or suit brought against
the Administrative Agent and/or the Lenders arising under any Environmental
Laws, to the extent that the Administrative Agent is not reimbursed for such
expenses by the Borrower.  Such out-of-pocket expenses (including
reasonable counsel fees) shall be advanced by the Lenders on the request of the
Administrative Agent notwithstanding any claim or assertion that the
Administrative Agent is not entitled to indemnification hereunder upon receipt
of an undertaking by the Administrative Agent that the Administrative Agent will
reimburse the Lenders if it is actually and finally determined by a court of
competent jurisdiction that the Administrative Agent is not so entitled to
indemnification.  The agreements in this Section shall survive the
payment of the Loans and all other amounts payable hereunder or under the other
Loan Documents and the termination of this Agreement.


      
        
           


        

        
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      Section
12.8          Successor
Administrative Agent.

      


      The
Administrative Agent may resign at any time as Administrative Agent under the
Loan Documents by giving written notice thereof to the Lenders and the
Borrower.  In the event (a) of Administrative Agent’s gross negligence
or willful misconduct or (b) Administrative Agent, at any time, ceases to
maintain a Pro Rata Share equal to or greater than the Pro Rata Share of each
other Lender, the Administrative Agent may be removed as Administrative Agent
under the Loan Documents at any time by Requisite Lenders (other than the
Administrative Agent as a “Lender”) upon thirty (30) day’s prior
notice.  Upon any such resignation or removal, the Requisite Lenders
(which, in the case of the removal of the Administrative Agent as provided in
the immediately preceding sentence, shall be determined without regard to the
Commitment of the Lender then acting as Administrative Agent) shall have the
right to appoint a successor Administrative Agent which appointment shall,
provided no Default or Event of Default exists, be subject to the Borrower’s
approval, which approval shall not be unreasonably withheld or delayed (except
that the Borrower shall, in all events, be deemed to have approved each Lender
as a successor Administrative Agent).  If no successor Administrative
Agent shall have been so appointed in accordance with the immediately preceding
sentence, and shall have accepted such appointment, within thirty (30) days
after the resigning Administrative Agent’s giving of notice of resignation or
the Lenders’ removal of the resigning Administrative Agent, then the resigning
or removed Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, which shall be a Lender, if any Lender shall be
willing to serve, and otherwise shall be an Eligible Assignee.  Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under the Loan
Documents.  After any Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Article XII shall
continue to inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under the Loan Documents.

      


      Section
12.9          Titled
Agents.

      


      Each of
the Syndication Agents, Documentation Agents and Managing Agents (each a “Titled Agent”) in each such
respective capacity, assumes no responsibility or obligation hereunder,
including, without limitation, for servicing, enforcement or collection of any
of the Loans, nor any duties as an agent hereunder for the
Lenders.  The titles given to the Titled Agents are solely honorific
and imply no fiduciary responsibility on the part of the Titled Agents to the
Administrative Agent, any Lender, the Borrower or any other Loan Party and the
use of such titles does not impose on the Titled Agents any duties or
obligations greater than those of any other Lender or entitle the Titled Agents
to any rights other than those to which any other Lender is
entitled.


      
        
           


        

        
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        ARTICLE
XIII           MISCELLANEOUS

      

      


      Section
13.1          Notices.

      


      Unless
otherwise provided herein, communications provided for hereunder shall be in
writing and shall be mailed, sent by overnight delivery, telecopied or delivered
as follows:

      


      If to the
Borrower:

      


      Equity
One, Inc.

      1600 N.E.
Miami Gardens Drive

      North
Miami Beach, Florida 33179

      Attention:
Gregory Andrews, CFO

      Facsimile
:(305) 947-1734

      Telephone
Number:(305) 947-1664

      


      With a
copy to:

      


      Equity
One, Inc.

      1600 N.E.
Miami Gardens Drive

      North
Miami Beach, Florida 33179

      Attention:
Arthur L. Gallagher, Esq.

      Facsimile
:(305) 468-6225

      Telephone
Number:(305) 947-1664

      


      If to the
Administrative Agent or a Lender:

      


      To the
address or telecopy number, as applicable, of the Administrative Agent or such
Lender, as the case may be, set forth on its signature page hereto or, in the
case of a Lender, in the applicable Assignment and Acceptance
Agreement,

      


      or, as to
each party at such other address as shall be designated by such party in a
written notice to the other parties delivered in compliance with this
Section.  All such notices and other communications shall be effective
(i) if mailed or sent by overnight delivery, when received; (ii) if telecopied,
when transmitted; or (iii) if hand delivered, when
delivered.  Notwithstanding the immediately preceding sentence, all
notices or communications to the Administrative Agent or any Lender under
Article II. shall be effective only when actually received.  Neither
the Administrative Agent nor any Lender shall incur any liability to the
Borrower (nor shall the Administrative Agent incur any liability to the Lenders)
for acting upon any telephonic notice referred to in this Agreement which the
Administrative Agent or such Lender, as the case may be, believes in good faith
to have been given by a Person authorized to deliver such notice or for
otherwise acting in good faith hereunder.  The failure of any Person
designated to receive only a copy of any notice shall not render ineffective
notice otherwise properly given to the Person to receive such
notice.


      
        
           


        

        
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      Section
13.2          Expenses.

      


      The
Borrower agrees (a) to reimburse the Administrative Agent the duly documented
out-of-pocket costs of third parties engaged by Administrative Agent in
connection with the preparation, negotiation and execution of, and any
amendment, supplement or modification to, any of the Loan Documents (including
due diligence expense and reasonable travel expenses related to closing), and
the consummation of the transactions contemplated thereby, including the
reasonable fees and duly documented disbursements of counsel to the
Administrative Agent and all reasonable and duly documented costs and expenses
of the Administrative Agent in connection with the review of Properties for
inclusion in calculations of the Pool and the Administrative Agent’s other
activities under Article IV, (b) to
pay or reimburse the Administrative Agent and the Lenders for all their costs
and expenses incurred in connection with the enforcement or preservation of any
rights under the Loan Documents, including the reasonable fees and duly
documented disbursements of their respective counsel and any payments in
indemnification or otherwise payable by the Lenders to the Administrative Agent
pursuant to the Loan Documents, (c) to pay, and indemnify and hold harmless the
Administrative Agent and the Lenders from, any and all recording and filing fees
and any and all liabilities with respect to, or resulting from any failure to
pay or delay in paying, documentary, stamp, excise and other similar taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of any of the Loan Documents, or consummation of any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, any Loan Document and (d) to the extent not already covered by any
of the preceding subsections, to pay the reasonable fees and duly documented
disbursements of counsel to the Administrative Agent and any Lender incurred in
connection with the representation of the Administrative Agent or such Lender in
any matter relating to or arising out of any bankruptcy or other proceeding of
the type described in Sections 11.1(e) or 11.1(f), including,
without limitation (i) any motion for relief from any stay or similar order,
(ii) the negotiation, preparation, execution and delivery of any document
relating to the Obligations and (iii) the negotiation and preparation of any
debtor-in-possession financing or any plan of reorganization of the Borrower or
any other Loan Party, whether proposed by the Borrower, such Loan Party, the
Lenders or any other Person, and whether such fees and expenses are incurred
prior to, during or after the commencement of such proceeding or the
confirmation or conclusion of any such proceeding.

      


      Section
13.3          Stamp,
Intangible and Recording Taxes.

      


      The
Borrower will pay any and all stamp, intangible, registration, recordation and
similar taxes, fees or charges and shall indemnify the Administrative Agent and
each Lender against any and all liabilities with respect to or resulting from
any delay in the payment or omission to pay any such taxes, fees or charges,
which may be payable or determined to be payable in connection with the
execution, delivery, recording, performance or enforcement of this Agreement,
the Notes and any of the other Loan Documents or the perfection of any rights or
Liens thereunder.

      


      Section
13.4          Electronic
Document Deliveries.  

      


      Documents
required to be delivered pursuant to the Loan Documents shall be delivered by
electronic communication and delivery, including, the Internet, e-mail or
intranet websites  to which the Administrative Agent and each Lender
have access (including a commercial, third-party website such as www.Edgar.com
<http://www.Edgar.com> or a website sponsored or hosted by the
Administrative Agent or the Borrower) provided that (A) the foregoing shall not
apply to notices to any Lender pursuant to Article II and (B)
the Lender has not notified the Administrative Agent or Borrower that it cannot
or does not want to receive electronic communications.   The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic delivery pursuant
to procedures approved by it for all or particular notices or
communications.  Documents or notices delivered electronically shall
be deemed to have been delivered twenty-four (24) hours after the date and time
on which the Administrative Agent or Borrower posts such documents or the
documents become available on a commercial website and the Administrative Agent
or Borrower notifies each Lender of said posting and provides a link thereto
provided if such notice or other communication is not sent or posted during the
normal business hours of the recipient, said posting date and time shall be
deemed to have commenced as of  9:00 a.m. on the opening of business
on the next business day for the recipient.  Notwithstanding anything
contained herein, in every instance the Borrower shall be required to provide
paper copies of the certificate required by Section 9.3 to the
Administrative Agent and shall deliver paper copies of any documents to the
Administrative Agent or to any Lender that requests such paper copies until a
written request to cease delivering paper copies is given by the Administrative
Agent or such Lender.  Except for the certificates required by Section 9.3, the
Administrative Agent shall have no obligation to request the delivery of or to
maintain paper copies of the documents delivered electronically, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery.  Each Lender shall be solely
responsible for requesting delivery to it of paper copies and maintaining its
paper or electronic documents.


      
        
           


        

        
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      Section
13.5          Litigation;
Jurisdiction; Other Matters; Waivers.

      


      (a)        
   EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY
BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS
WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT
IN DELAY AND EXPENSE TO THE PARTIES.  ACCORDINGLY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT AND
THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY
BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE
NOTES, OR ANY OTHER LOAN DOCUMENT OR IN CONNECTION WITH ANY COLLATERAL OR ANY
LIEN OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER
BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS OF
ANY KIND OR NATURE.

      


      (b)         
  EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK OR, AT THE OPTION OF THE ADMINISTRATIVE AGENT, ANY STATE COURT LOCATED IN
NEW YORK COUNTY, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT OR
ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE
LOANS AND LETTERS OF CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY
MATTER ARISING HEREFROM OR THEREFROM.  THE BORROWER AND EACH OF THE
LENDERS EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR PROCEEDING COMMENCED IN SUCH COURTS.  THE BORROWER HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS
ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT, OR OTHER
PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE
BORROWER AT ITS ADDRESS FOR NOTICES PROVIDED FOR HEREIN.  TO THE
EXTENT PERMITTED BY LAW, SHOULD THE BORROWER FAIL TO APPEAR OR ANSWER ANY
SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THIRTY DAYS AFTER THE
MAILING THEREOF, THE BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR
JUDGMENT MAY BE ENTERED AGAINST IT AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS,
COMPLAINT, PROCESS OR PAPERS.


      
        
           


        

        
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      (c)        
   EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH
AGREES NOT TO PLEAD OR CLAIM THE SAME.

      


      (d)         
  THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO
PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR
THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT
OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

      


      (e)           
THE BORROWER AGREES THAT ALL OF ITS PAYMENT OBLIGATIONS HEREUNDER SHALL BE
ABSOLUTE AND UNCONDITIONAL, AND, FOR THE PURPOSES OF AND WITH RESPECT TO MAKING
PAYMENTS HEREUNDER, THE BORROWER HEREBY WAIVES ANY RIGHT TO ASSERT ANY SETOFF,
COUNTERCLAIM OR CROSS-CLAIM.

      


      (f)         
   THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND
SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER
OR UNDER THE OTHER LOAN DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS
OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.

      


      Section
13.6          Successors and
Assigns.

      


      (a)         
  Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that the
Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all the Lenders (and any such
assignment or transfer to which all of the Lenders have not consented shall be
void).


      
        
           


        

        
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      (b)     
      Participations.  Any
Lender may at any time grant to an affiliate of such Lender, or one or more
banks or other financial institutions (each a “Participant” ) participating
interests in its Commitment or the Obligations owing to such Lender, provided, however, any such
participating interest must be for a constant and not a varying percentage
interest.  Except as otherwise provided in Section 3.3, no
Participant shall have any rights or benefits under this Agreement or any other
Loan Document.  In the event of any such grant by a Lender of a
participating interest to a Participant, such Lender shall remain responsible
for the performance of its obligations hereunder, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement pursuant to which any Lender may grant such
a participating interest shall provide that such Lender shall retain the sole
right and responsibility to enforce the obligations of the Borrower hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided however, such Lender
may agree with the Participant that it will not, without the consent of the
Participant, agree to (i) increase such Lender’s Commitment, (ii) extend the
date fixed for the payment of principal on the Loans or portions
thereof  owing to such Lender, or (iii) reduce the rate at which
interest is payable thereon.  An assignment or other transfer which is
not permitted by subsection (c) or (d) below shall be given effect for purposes
of this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b).

      


      (c)       
    Assignments.  Any
Lender may with the prior written consent of the Administrative Agent and the
Borrower (which consent in each case, shall not be unreasonably withheld) at any
time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of
its rights and obligations under this Agreement and the Notes; provided, however, (i) no such
consent by the Borrower shall be required (x) if a Default or Event of Default
shall exist or (y) in the case of an assignment to another Lender or an
affiliate of such Lender or another Lender; (ii) no such consent by the
Administrative Agent shall be required in the case of an assignment to an
affiliate of such Lender, (iii) without limiting each Lender’s right to assign
all of its Commitment, any partial assignment shall be in an amount at least
equal to $10,000,000 and after giving effect to such assignment the assigning
Lender retains a Commitment, or if the Commitments have been terminated, holds
Notes having an aggregate outstanding principal balance, of at least $7,500,000,
and (iv) each such assignment shall be effected by means of an Assignment and
Acceptance Agreement.  From and after the Assignment Effective Date
(as such term is defined in the Assignment and Acceptance Agreement), such
Assignee shall be deemed to be a Lender party to this Agreement and shall have
all the rights and obligations of a Lender with a Commitment as set forth in
such Assignment and Acceptance Agreement, and the transferor Lender shall be
released from its obligations hereunder to a corresponding extent, and no
further consent or action by any party shall be required.  Upon the
consummation of any assignment pursuant to this subsection (c), the transferor
Lender, the Administrative Agent and the Borrower shall make appropriate
arrangement so the new Notes are issued to the Assignee and such transferor
Lender, as appropriate.  In connection with any such assignment, the
transferor Lender shall pay to the Administrative Agent an administrative fee
for processing such assignment in the amount of $3,500.  Anything in
this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to the Borrower, or
any of its respective affiliates or Subsidiaries.


      
        
           


        

        
          Page
101

          
            

          

        

        
           


        

      


      (d)        
   Designated
Lenders.  Any Lender (each, a “Designating Lender”) may at
any time designate one Designated Lender to fund Bid Rate Loans on behalf of
such Designating Lender subject to the terms of this subsection (d) and the
provisions in the immediately preceding subsections (b) and (c) shall not apply
to such designation.  No Lender may designate more than one Designated
Lender at any point in time.  The parties to each such designation
shall execute and deliver to the Administrative Agent for its acceptance a
Designation Agreement.  Upon such receipt of an appropriately
completed Designation Agreement executed by a Designating Lender and a designee
representing that it is a Designated Lender, the Administrative Agent will
accept such Designation Agreement and give prompt notice thereof to the
Borrower, whereupon, (i) the Borrower shall execute and deliver to the
Designating Lender a Designated Lender Note payable to the order of the
Designated Lender, (ii) from and after the effective date specified in the
Designation Agreement, the Designated Lender shall become a party to this
Agreement with a right to make Bid Rate Loans on behalf of its Designating
Lender pursuant to Section 2.4 after the
Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating
Lender, and (iii) the Designated Lender shall not be required to make payments
with respect to any obligations in this Agreement except to the extent of excess
cash flow of such Designated Lender which is not otherwise required to repay
obligations of such Designated Lender which are then due and payable; provided, however, that
regardless of such designation and assumption by the Designated Lender, the
Designating Lender shall be and remain obligated to the Borrower, the
Administrative Agent and the Lenders for each and every of the obligations of
the Designating Lender and its related Designated Lender with respect to this
Agreement, including, without limitation, any indemnification obligations under
Section 12.7
and any sums otherwise payable to the Borrower by the Designated
Lender.  Each Designating Lender shall serve as the agent of the
Designated Lender and shall on behalf of, and to the exclusion of, the
Designated Lender: (i) receive any and all payments made for the benefit of the
Designated Lender and (ii) give and receive all communications and notices and
take all actions hereunder, including, without limitation, votes, approvals,
waivers, consents and amendments under or relating to this Agreement and the
other Loan Documents.  Any such notice, communication, vote, approval,
waiver, consent or amendment shall be signed by the Designating Lender as agent
for the Designated Lender and shall not be signed by the Designated Lender on
its own behalf and shall be binding on the Designated Lender to the same extent
as if signed by the Designated Lender on its own behalf.  The
Borrower, the Administrative Agent and the Lenders may rely thereon without any
requirement that the Designated Lender sign or acknowledge the
same.  No Designated Lender may assign or transfer all or any portion
of its interest hereunder or under any other Loan Document, other than
assignments to the Designating Lender which originally designated such
Designated Lender.  The Borrower, the Lenders and the Administrative
Agent each hereby agrees that it will not institute against any Designated
Lender or join any other Person in instituting against any Designated Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under any federal or state bankruptcy or similar law, until the later to occur
of (x) one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Designated Lender and (y) the Termination
Date.  In connection with any such designation the Designating Lender
shall pay to the Administrative Agent an administrative fee for processing such
designation in the amount of $4,500.


      
        
           


        

        
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      (e)          
 Federal Reserve
Bank Assignments.  In addition to the assignments and
participations permitted under the foregoing provisions of this Section 13.6, and
without the need to comply with any of the formal or procedural requirements of
this Section
13.6, any Lender may at any time and from time to time, pledge and assign
all or any portion of its rights under all or any of the Loan Documents to a
Federal Reserve Bank; provided that no such pledge of assignment shall release
such Lender from its obligation thereunder.  To facilitate any such
pledge or assignment, Administrative Agent shall, at the request of such Lender,
enter into a letter agreement with the Federal Reserve Bank in, or substantially
in, the form of the exhibit to Appendix C to the Federal Reserve Bank of New
York Operating Circular No 10, as amended from time to time.  No such
pledge or assignment shall release the assigning Lender from its obligations
hereunder.

      


      (f)    
        Information to Assignee,
Etc.  A Lender may furnish any information concerning the
Borrower, any Subsidiary or any other Loan Party in the possession of such
Lender from time to time to Assignees and Participants (including prospective
Assignees and Participants); provided that the information concerning Borrower,
any other Loan Party or Subsidiary shall be subject to Section
13.9.

      


      Section
13.7          Amendments.

      


      (a)      
     Generally.  Except
as otherwise expressly provided in this Agreement, (i) any consent or approval
required or permitted by this Agreement or in any Loan Document to be given by
the Lenders may be given, (ii) any term of this Agreement or of any other Loan
Document (other than any fee letter solely between the Borrower and the
Administrative Agent) may be amended, (iii) the performance or observance by the
Borrower or any other Loan Party of any terms of this Agreement or such other
Loan Document (other than any fee letter solely between the Borrower and the
Administrative Agent) may be waived, and (iv) the continuance of any Default or
Event of Default may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the written consent
of the Requisite Lenders (or the Administrative Agent at the written direction
of the Requisite Lenders), and, in the case of an amendment to any Loan
Document, the written consent of each Loan Party which is party
thereto.  In limitation of the foregoing, (A) any modification or
amendment of the financial covenant set forth in Section 10.1(b), or
waiver or any Default or Event of Default with respect to such Section 10.1(b), or
(B) modification or amendment of the definitions of the terms “Gross Asset
Value”, “Indebtedness” or “Total Liabilities” (or the definitions used in such
definition or the percentages or rates used in the calculation thereof), shall
require the consent of Requisite Lenders (which Requisite Lenders must include
Wells Fargo, so long as Wells Fargo remains a party hereto):

      


      (b)       
    Unanimous
Consent.  Notwithstanding the foregoing, no amendment, waiver
or consent shall, unless in writing, and signed by all of the Lenders (or the
Administrative Agent at the written direction of the Lenders), do any of the
following:

      


      (i)   
         increase the Commitments
of the Lenders (excluding any increase as a result of an assignment of
Commitments permitted under Section 13.6) or
subject the Lenders to any additional obligations, except for any increases
contemplated under Section
2.14;


      
        
           


        

        
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103

          
            

          

        

        
           


        

      


      (ii)        
   reduce the principal of, or interest rates that have accrued
or that will be charged on the outstanding principal amount of, any Loans or
other Obligations;

      


      (iii)           reduce
the amount of any Fees payable to the Lenders hereunder, other than Fees payable
to Administrative Agent pursuant to the Fee Letter;

      


      (iv)           postpone
any date fixed for any payment of principal of, or interest on, any Loans or for
the payment of Fees (other than Fees to Administrative Agent pursuant to the Fee
Letter) or any other Obligations, or extend the expiration date of any Letter of
Credit beyond the Termination Date;

      
 

      (v) 
          change the Pro Rata
Shares (excluding any change as a result of an assignment of Commitments
permitted under Section 13.6 or an
increase of Commitments effected pursuant to Section
2.14);

      


      (vi)           amend
this Section
13.7 or amend the definitions of the terms used in this Agreement or the
other Loan Documents insofar as such definitions affect the substance of this
Section
13.7;

      


      (vii)          modify
the definition of the term “Requisite Lenders” or modify in any other manner the
number or percentage of the Lenders required to make any determinations or waive
any rights hereunder or to modify any provision hereof;

      


      (viii)         release
any Guarantor from its obligations under the Guaranty except as contemplated
under Section
8.14;

      


      (ix)       
    modify the definitions of the terms “Maximum
Availability” or “Pool Value” (or the definitions used in such definition or the
percentages or rates used in the calculation thereof), or modifying the
provisions of Sections 2.1(a)(i), 2.8(b)(ii) or 2.13 which utilize
such terms;

      


      (x)          
  waive a Default or Event of Default under Section 11.1(a) or
Section
11.1(l)(i); or

      


      (xi)         
  amend, or waive the Borrower’s compliance with, Section
2.8(b)(ii).

      


      (c)       
    Amendment of Administrative
Agent’s Duties, Etc.  No amendment, waiver or consent unless in
writing and signed by the Administrative Agent, in addition to the Lenders
required hereinabove to take such action, shall affect the rights or duties of
the Administrative Agent under this Agreement or any of the other Loan
Documents.  Any amendment, waiver or consent relating to Section 2.3 or the
obligations of the Swingline Lender under this Agreement or any other Loan
Document shall, in addition to the Lenders required hereinabove to take such
action, require the written consent of the Swingline Lender.  No
waiver shall extend to or affect any obligation not expressly waived or impair
any right consequent thereon and any amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose set forth
therein.  No course of dealing or delay or omission on the part of the
Administrative Agent or any Lender in exercising any right shall operate as a
waiver thereof or otherwise be prejudicial thereto.  Any Event of
Default occurring hereunder shall continue to exist until such time as such
Event of Default is waived in writing in accordance with the terms of this
Section, notwithstanding any attempted cure or other action by the Borrower, any
other Loan Party or any other Person subsequent to the occurrence of such Event
of Default.  Except as otherwise explicitly provided for herein or in
any other Loan Document, no notice to or demand upon the Borrower shall entitle
the Borrower to other or further notice or demand in similar or other
circumstances.


      
        
           


        

        
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104

          
            

          

        

        
           


        

      


      Section
13.8          Nonliability of
Administrative Agent and Lenders.

      


      The
relationship between the Borrower, on the one hand, and the Lenders and the
Administrative Agent, on the other hand, shall be solely that of borrower and
lender.  Neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrower and no provision in this
Agreement or in any of the other Loan Documents, and no course of dealing
between or among any of the parties hereto, shall be deemed to create any
fiduciary duty owing by the Administrative Agent or any Lender to any Lender,
the Borrower, any Subsidiary or any other Loan Party.  Neither the
Administrative Agent nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower’s business or operations.

      


      Section
13.9          Confidentiality.

      


      Except as
otherwise provided by Applicable Law, the Administrative Agent and each Lender
shall utilize all non-public information obtained pursuant to the requirements
of this Agreement which has been identified as confidential or proprietary by
the Borrower in accordance with its customary procedure for handling
confidential information of this nature and in accordance with safe and sound
banking practices but in any event may make disclosure:  (a) to any of
their respective affiliates (provided any such affiliate shall agree to keep
such information confidential in accordance with the terms of this Section 13.9); (b) as
reasonably requested by any bona fide Assignee, Participant or other transferee
in connection with the contemplated transfer of any Commitment or participations
therein as permitted hereunder (provided they shall agree to keep such
information confidential in accordance with the terms of this Section); (c) as
required or requested by any Governmental Authority or self-regulatory body or
representative thereof or pursuant to legal process or in connection with any
legal proceedings; (d) to the Administrative Agent’s or such Lender’s
independent auditors and other professional advisors (provided they shall be
notified of the confidential nature of the information); (e) if an Event of
Default exists, to any other Person, but solely in connection with the exercise
by the Administrative Agent or the Lenders of their rights hereunder or under
any of the other Loan Documents; and (f) to the extent such information (x)
becomes publicly available other than as a result of a breach of this Section 13.9 or (y)
becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Borrower or any Affiliate.


      
        
           


        

        
          Page
105

          
            

          

        

        
           


        

      


      Section
13.10        Indemnification.

      


      (a)       
    The Borrower shall and hereby agrees to indemnify,
defend and hold harmless the Administrative Agent, any affiliate of the
Administrative Agent and each of the Lenders and their respective directors,
officers, shareholders, agents, employees and counsel (each referred to herein
as an “Indemnified
Party”) from and against any and all losses, costs, claims, damages,
liabilities, deficiencies, judgments or expenses of every kind and nature
(including, without limitation, amounts paid in settlement, court costs and the
reasonable and duly documented fees and disbursements of counsel incurred in
connection with any litigation, investigation, claim or proceeding or any advice
rendered in connection therewith) incurred by an Indemnified Party in connection
with, arising out of, or by reason of, any suit, cause of action, claim,
arbitration, investigation or settlement, consent decree or other proceeding
(the foregoing referred to herein as an “Indemnity Proceeding”) which
is in any way related directly or indirectly to:  (i) this Agreement
or any other Loan Document or the transactions contemplated thereby; (ii) the
making of any Loans or issuance of Letters of Credit hereunder; (iii) any actual
or proposed use by the Borrower of the proceeds of the Loans or Letters of
Credit; (iv) the Administrative Agent’s or any Lender’s entering into this
Agreement; (v) the fact that the Administrative Agent and the Lenders have
established the credit facility evidenced hereby in favor of the Borrower; (vi)
the fact that the Administrative Agent and the Lenders are creditors of the
Borrower and have or are alleged to have information regarding the financial
condition, strategic plans or business operations of the Borrower and the
Subsidiaries; (vii) the fact that the Administrative Agent and the Lenders are
material creditors of the Borrower and are alleged to influence directly or
indirectly the business decisions or affairs of the Borrower and the
Subsidiaries or their financial condition; (viii) the exercise of any right or
remedy the Administrative Agent or the Lenders may have under this Agreement or
the other Loan Documents including, but not limited to, the foreclosure upon, or
seizure of, any collateral or the exercise of any other rights of a secured
party; (ix) any violation or non-compliance by the Borrower or any Subsidiary of
any Applicable Law (including any Environmental Law) including, but not limited
to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or
state taxing authority or (B) any Governmental Authority or other Person under
any Environmental Law, including any Indemnity Proceeding commenced by a
Governmental Authority or other Person seeking remedial or other action to cause
the Borrower or its Subsidiaries (or its respective properties) (or the
Administrative Agent and/or the Lenders as successors to the Borrower) to be in
compliance with such Environmental Laws; provided, however, that the
Borrower shall not be obligated to indemnify any Indemnified Party for any acts
or omissions of such Indemnified party in connection with matters described in
this clause (a) that constitute gross negligence or willful
misconduct.

      


      (b)      
     The Borrower’s indemnification obligations under
this Section shall apply to all Indemnity Proceedings arising out of, or related
to, the foregoing whether or not an Indemnified Party is a named party in such
Indemnity Proceeding.  In this connection, this indemnification shall
cover all costs and expenses of any Indemnified Party in connection with any
deposition of any Indemnified Party or compliance with any subpoena (including
any subpoena requesting the production of documents).  This
indemnification shall, among other things, apply to any Indemnity Proceeding
commenced by other creditors of the Borrower or any Subsidiary, any shareholder
of the Borrower or any Subsidiary (whether such shareholder(s) are prosecuting
such Indemnity Proceeding in their individual capacity or derivatively on behalf
of the Borrower), any account debtor of the Borrower or any Subsidiary or by any
Governmental Authority.

      


      (c)       
    This indemnification shall apply to any Indemnity
Proceeding arising during the pendency of any bankruptcy proceeding filed by or
against the Borrower and/or any Subsidiary.


      
        
           


        

        
          Page
106

          
            

          

        

        
           


        

      


      (d)       
    All out-of-pocket fees and expenses of, and all amounts
paid to third-persons by, an Indemnified Party shall be reimbursed by the
Borrower at the request of such Indemnified Party notwithstanding any claim or
assertion by the Borrower that such Indemnified Party is not entitled to
indemnification hereunder upon receipt of an undertaking by such Indemnified
Party that such Indemnified Party will reimburse the Borrower if it is actually
and finally determined by a court of competent jurisdiction that such
Indemnified Party is not so entitled to indemnification hereunder.

      


      (e)       
    An Indemnified Party may conduct its own investigation
and defense of, and may formulate its own strategy with respect to, any
Indemnity Proceeding covered by this Section and, as provided above, all costs
and expenses incurred by such Indemnified Party shall be reimbursed by the
Borrower.  No action taken by legal counsel chosen by an Indemnified
Party in investigating or defending against any such Indemnity Proceeding shall
vitiate or in any way impair the obligations and duties of the Borrower
hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that (i) if
the Borrower is required to indemnify an Indemnified Party pursuant hereto and
(ii) the Borrower has provided evidence reasonably satisfactory to such
Indemnified Party that the Borrower has the financial wherewithal to reimburse
such Indemnified Party for any amount paid by such Indemnified Party with
respect to such Indemnity Proceeding, such Indemnified Party shall not settle or
compromise any such Indemnity Proceeding without the prior written consent of
the Borrower (which consent shall not be unreasonably withheld or
delayed).

      


      (f)      
      If and to the extent that the obligations of
the Borrower hereunder are unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under Applicable Law.

      


      Section
13.11        Termination;
Survival.

      


      At such
time as (a) all of the Commitments have been terminated, (b) none of the Lenders
is obligated any longer under this Agreement to make any Loans and (c) all
Obligations (other than obligations which survive as provided in the following
sentence) have been paid and satisfied in full, this Agreement shall
terminate.  The indemnities to which the Administrative Agent and the
Lenders are entitled under the provisions of Sections 3.12, 5.1, 5.4, 12.7, 13.2 and 13.10 and any other
provision of this Agreement and the other Loan Documents, and the provisions of
Section 13.5,
shall continue in full force and effect and shall protect the Administrative
Agent and the Lenders (i) notwithstanding any termination of this Agreement, or
of the other Loan Documents, against events arising after such termination as
well as before and (ii) at all times after any such party ceases to be a party
to this Agreement with respect to all matters and events existing on or prior to
the date such party ceased to be a party to this Agreement.

      


      Section
13.12        Severability of
Provisions.

      


      Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions or affecting the validity or
enforceability of such provision in any other jurisdiction.


      
        
           


        

        
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      Section
13.13        Governing Law.

      


      THIS
AGREEMENT WAS EXECUTED AND DELIVERED IN NEW YORK CITY, AND SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

      


      Section
13.14        Counterparts.

      


      This
Agreement and any amendments, waivers, consents or supplements may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.

      


      Section
13.15        Obligations with Respect to
Loan Parties.

      


      The
obligations of the Borrower to direct or prohibit the taking of certain actions
by the other Loan Parties as specified herein shall be absolute and not subject
to any defense the Borrower may have that the Borrower does not control such
Loan Parties.

      


      Section
13.16        Independence of
Covenants.

      


      All
covenants hereunder shall be given in any jurisdiction independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

      


      Section
13.17        Limitation of
Liability.

      


      Neither
the Administrative Agent nor any Lender, nor any affiliate, officer, director,
employee, attorney, or agent of the Administrative Agent or any Lender shall
have any liability with respect to, and the Borrower hereby waives, releases,
and agrees not to sue any of them upon, any claim for any special, indirect,
incidental, or consequential damages suffered or incurred by the Borrower in
connection with, arising out of, or in any way related to, this Agreement or any
of the other Loan Documents, or any of the transactions contemplated by this
Agreement or any of the other Loan Documents.  The Borrower hereby
waives, releases, and agrees not to sue the Administrative Agent or any Lender
or any of the Administrative Agent’s or any Lender’s affiliates, officers,
directors, employees, attorneys, or agents for punitive damages in respect of
any claim in connection with, arising out of, or in any way related to, this
Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Agreement or financed hereby.

      


      Section
13.18        USA Patriot Act
Notice.  Compliance.  

      


      The USA
Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with
respect thereto require all financial institutions to obtain, verify and record
certain information that identifies individuals or business entities which open
an “account” with such financial institution.  Consequently,
Administrative Agent, on behalf of itself and Lenders, may from time-to-time
request, and Borrower shall provide to Administrative Agent, Borrower’s name,
address, tax identification number and/or such other identification information
as shall be necessary for Lender to comply with federal law.  An
“account” for this purpose may include, without limitation, a deposit account,
cash management service, a transaction or asset account, a credit account, a
loan or other extension of credit, and/or other financial services
product.


      
        
           


        

        
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      Section
13.19        Entire
Agreement.

      


      This
Agreement, the Notes, and the other Loan Documents referred to herein embody the
final, entire agreement among the parties hereto and supersede any and all prior
commitments, agreements, representations, and understandings, whether written or
oral, relating to the subject matter hereof and thereof and may not be
contradicted or varied by evidence of prior, contemporaneous, or subsequent oral
agreements or discussions of the parties hereto.  There are no oral
agreements among the parties hereto.

      


      Section
13.20        Construction.

      


      The
Administrative Agent, the Borrower and each Lender acknowledge that each of them
has had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review this Agreement and the other Loan Documents with its legal
counsel and that this Agreement and the other Loan Documents shall be construed
as if jointly drafted by the Administrative Agent, the Borrower and each
Lender.

      


      [Signatures
on Following Pages]


      
        
           


        

        
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109

          
            

          

        

        
           


        

      


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

      


      
        
          
            
              
                
                  	 
      	
                          BORROWER:

                        
	 
      	 
      	 
      
	 
      	
                          EQUITY
      ONE, INC.,

                        
	 
      	
                          a
      Maryland corporation

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Jeffrey S. Olson

                        
	 
      	 
      	
                          Jeffrey
      S. Olson

                        
	 
      	 
      	
                          Chief
      Executive
Officer

                        


                

              

            

          

        

      

      


      


      


      [Signatures
Continued on Next Page]


      
        
           


        

        
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      Signature
Page to Credit Agreement dated as of

      October
17, 2008 with Equity One, Inc.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	 
      	
                                                                                              WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

                                                                                            
	 
      	
                                                                                              as
      Administrative Agent and as a Lender

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              /s/ Edward S. Poole, III

                                                                                            
	 
      	 
      	
                                                                                              Name:
      Edward S. Poole, III

                                                                                            
	 
      	 
      	
                                                                                              Title:   Vice
      President

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                              Commitment
      Amount:

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                              $50,000,000

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                              Lending
      Office (all Types of Loans):

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                              Wells
      Fargo Bank, N.A.

                                                                                            
	 
      	 
      	 
      	
                                                                                              Real
      Estate Group

                                                                                            
	 
      	 
      	 
      	
                                                                                              Suite
      1450

                                                                                            
	 
      	 
      	 
      	
                                                                                              401
      East Jackson Street

                                                                                            
	 
      	 
      	 
      	
                                                                                              Tampa,
      Florida 33602

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                              Attention:

                                                                                            	
                                                                                              Edwin
      S. Poole, III

                                                                                            
	 
      	 
      	 
      	 
      	
                                                                                              Senior
      Relationship Manager

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                              Tel:  (813)
      202-7205

                                                                                            
	 
      	 
      	 
      	
                                                                                              Fax:  (813)
      202-7201

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                              With
      a copy to:

                                                                                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                              Wells
      Fargo Bank, N.A.

                                                                                            
	 
      	 
      	 
      	
                                                                                              Real
      Estate Group

                                                                                            
	 
      	 
      	 
      	
                                                                                              420
      Montgomery Street, 6th Floor

                                                                                            
	 
      	 
      	 
      	
                                                                                              San
      Francisco, CA 94163

                                                                                            
	 
      	 
      	 
      	
                                                                                              Attention:  Chief
      Credit Officer

                                                                                            
	 
      	 
      	 
      	
                                                                                              Fax:  (415)
      781-8324

                                                                                            


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          Page
111

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	 
      	
                                                                          SUN
      TRUST BANK,

                                                                        
	 
      	
                                                                          as
      Syndication Agent and as a Lender

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          By:

                                                                        	
                                                                          /s/ Nancy B. Richards

                                                                        
	 
      	 
      	
                                                                          Name:
      Nancy B. Richards

                                                                        
	 
      	 
      	
                                                                          Title:
      Senior Vice President

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          Commitment
      Amount:

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          $40,000,000

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          Lending
      Office (all Types of Loans):

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                          SunTrust
      Bank

                                                                        
	 
      	 
      	 
      	
                                                                          8330
      Boone Blvd.

                                                                        
	 
      	 
      	 
      	
                                                                          8th
      Floor

                                                                        
	 
      	 
      	 
      	
                                                                          Vienna,
      Virginia 22182

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                          Attention:

                                                                        	
                                                                          Nancy
      B. Richards

                                                                        
	 
      	 
      	 
      	 
      	
                                                                          Senior
      Vice President

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                          Tel:  (703)
      442-1557

                                                                        
	 
      	 
      	 
      	
                                                                          Fax:  (703)
      442-1570

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	 
      	
                                                                          PNC
      BANK, NATIONAL ASSOCIATION

                                                                        
	 
      	
                                                                          as
      Co-Documentation Agent and as a Lender

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          By

                                                                        	
                                                                          /s/ Wayne Robertson

                                                                        
	 
      	 
      	
                                                                          Name:
      Wayne Robertson

                                                                        
	 
      	 
      	
                                                                          Title:
      Senior Vice President

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          Commitment
      Amount:

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          $35,000,000

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                          Lending
      Office (all Types of Loans):

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                          PNC
      Bank, National Association

                                                                        
	 
      	 
      	 
      	
                                                                          5200
      Town Center Circle

                                                                        
	 
      	 
      	 
      	
                                                                          Suite
      302

                                                                        
	 
      	 
      	 
      	
                                                                          Boca
      Raton, Florida 33486

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                          Attention:

                                                                        	
                                                                          Ken
      Carl

                                                                        
	 
      	 
      	 
      	 
      	
                                                                          Vice
      President

                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                          Tel:   (561)
      367-1700, Ext: 233

                                                                        
	 
      	 
      	 
      	
                                                                          Fax:  (561)
      367-
1705

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	 
      	
                                                                                                                    BANK
      OF AMERICA, N.A.,

                                                                                                                  
	 
      	
                                                                                                                    as
      Co-Documentation Agent and as a Lender

                                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                    By

                                                                                                                  	
                                                                                                                    /s/ Christina L. Kurry

                                                                                                                  
	 
      	 
      	
                                                                                                                    Name:
      Christina L. Kurry

                                                                                                                  
	 
      	 
      	
                                                                                                                    Title:
      Senior Vice President

                                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                    Commitment
      Amount:

                                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                    $30,000,000

                                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                                    Lending
      Office (all Types of Loans):

                                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                                    Bank
      of America, N.A., a national banking association

                                                                                                                  
	 
      	 
      	 
      	
                                                                                                                    100
      SE 2nd
      Street

                                                                                                                  
	 
      	 
      	 
      	
                                                                                                                    FL7-950-14-04

                                                                                                                  
	 
      	 
      	 
      	
                                                                                                                    Miami,
      Florida 33131

                                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                                    Attention:

                                                                                                                  	
                                                                                                                    Christina
      L. Kurry

                                                                                                                  
	 
      	 
      	 
      	 
      	
                                                                                                                    Senior
      Vice President

                                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                                    Tel:  (305)
      533-2015

                                                                                                                  
	 
      	 
      	 
      	
                                                                                                                    Fax:  (305)
      523-4588

                                                                                                                  


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	 
      	
                                                                                                    JPMORGAN
      CHASE BANK, N.A.,

                                                                                                  
	 
      	
                                                                                                    as
      a Lender

                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    By:

                                                                                                  	
                                                                                                    /s/ Charles Hoagland

                                                                                                  
	 
      	 
      	
                                                                                                    Name:
      Charles Hoagland

                                                                                                  
	 
      	 
      	
                                                                                                    Title:
      Vice President

                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    Commitment
      Amount:

                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    $20,000,000

                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    Lending
      Office (all Types of Loans):

                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                    JP
      Morgan Chase Bank, N.A.

                                                                                                  
	 
      	 
      	 
      	
                                                                                                    383
      Madison Avenue

                                                                                                  
	 
      	 
      	 
      	
                                                                                                    Floor
      4

                                                                                                  
	 
      	 
      	 
      	
                                                                                                    New
      York, New York 10179

                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                    Attention:

                                                                                                  	
                                                                                                    Charles
      Hoagland

                                                                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                    Tel:  (212)
      622-8170

                                                                                                  
	 
      	 
      	 
      	
                                                                                                    Fax:  (646)
      328-3041

                                                                                                  


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	 
      	
                                                                                                        RAYMOND
      JAMES BANK, FSB,

                                                                                                      
	 
      	
                                                                                                        as
      a Lender

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        By:

                                                                                                      	
                                                                                                        /s/ Jennifer Ehrhart

                                                                                                      
	 
      	 
      	
                                                                                                        Name:
      Jennifer Ehrhart

                                                                                                      
	 
      	 
      	
                                                                                                        Title:
      Vice President

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        Commitment
      Amount:

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        $25,000,000

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        Lending
      Office (all Types of Loans):

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Raymond
      James Bank, FSB

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        P.O.
      Box 11628

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        St.
      Petersburg, FL 33733-1628

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Attention:

                                                                                                      	
                                                                                                        Jennifer
      Ehrhart

                                                                                                      
	 
      	 
      	 
      	
                                                                                                         

                                                                                                      	Vice
      President
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Tel:  (727)
      567-4523

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        Fax:  (727)
      567-8830

                                                                                                      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	 
      	
                                                                                                        BRANCH
      BANKING AND TRUST COMPANY,

                                                                                                      
	 
      	
                                                                                                        as
      a Lender

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        By:

                                                                                                      	
                                                                                                        /s/ C. William Buchholz

                                                                                                      
	 
      	 
      	
                                                                                                        Name:
      C. William Buchholz

                                                                                                      
	 
      	 
      	
                                                                                                        Title:
      Senior Vice President

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        Commitment
      Amount:

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        $17,000,000

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                        Lending
      Office (all Types of Loans):

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Branch
      Banking and Trust Company

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        200
      W. Forsyth Street

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        Suite
      200

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        Jacksonville,
      Florida 32202

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Attention:

                                                                                                      	
                                                                                                        Charles
      W. Buchholz

                                                                                                      
	 
      	 
      	 
      	 
      	
                                                                                                        Senior
      Vice President

                                                                                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                        Tel:  (904)
      361-5278

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        Fax:  (904)
      361-5276

                                                                                                      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	 
      	
                                                                                                          ISRAEL
      DISCOUNT BANK OF NEW YORK,

                                                                                                        
	 
      	
                                                                                                          as
      a Lender

                                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                          By:

                                                                                                        	
                                                                                                          /s/ Dilian G. Schulz

                                                                                                        
	 
      	 
      	
                                                                                                          Name:
      Dilian G. Schulz

                                                                                                        
	 
      	 
      	
                                                                                                          Title:
      Senior Vice President

                                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                          Commitment
      Amount:

                                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                          $10,000,000

                                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                                                                          Lending
      Office (all Types of Loans):

                                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                          Israel
      Discount Bank of New York

                                                                                                        
	 
      	 
      	 
      	
                                                                                                          18851
      NE 29th
      Avenue

                                                                                                        
	 
      	 
      	 
      	
                                                                                                          Suite
      600

                                                                                                        
	 
      	 
      	 
      	
                                                                                                          Aventura,
      Florida 33180

                                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                          Attention:

                                                                                                        	
                                                                                                          Dilian
      Schulz

                                                                                                        
	 
      	 
      	 
      	 
      	
                                                                                                          Senior
      Vice President

                                                                                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                                                                          Tel:  (305)
      682-3745