ATL01/10690729v10

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated
as of July 21,  2000 by and among  REGENCY  CENTERS,  L.P.,  a Delaware  limited
partnership ("RCLP"), REGENCY REALTY GROUP, INC., a Florida corporation ("RRG"),
each  Development  Joint Venture (as defined below) which becomes a party hereto
pursuant to the execution and delivery of a Joinder  Agreement  substantially in
the form of  Exhibit S (RCLP,  RRG and each  such  Development  Joint  Venture a
"Borrower" and collectively,  the "Borrowers"),  REGENCY REALTY  CORPORATION,  a
Florida corporation (the "Parent"), each of the financial institutions initially
a signatory  hereto  together with their  assignees  under  Section  12.8.  (the
"Lenders"),  FIRST UNION NATIONAL BANK, as Syndication  Agent (the  "Syndication
Agent"),  WACHOVIA  BANK,  N.A.,  as  Documentation  Agent  (the  "Documentation
Agent"),  each of  COMMERZBANK  AG,  NEW  YORK  BRANCH  and pnc  bank,  national
Association,  as a Managing  Agent  (each a "Managing  Agent"),  and WELLS FARGO
BANK, NATIONAL ASSOCIATION,  as contractual representative of the Lenders to the
extent and in the manner  provided in Article XI. below (in such  capacity,  the
"Agent").

      WHEREAS, certain of the Lenders and other financial institutions have made
available  to RCLP a  $635,000,000  revolving  credit  facility on the terms and
conditions contained in that certain Amended and Restated Credit Agreement dated
as of February 26, 1999 (as amended and in effect  immediately prior to the date
hereof,  the "Existing Regency Credit Agreement") by and among RCLP, the Parent,
such Lenders, such other financial  institutions,  First Union National Bank, as
Syndication  Agent,  Wachovia  Bank,  N.A.,  as  Documentation  Agent,  each  of
Commerzbank   Aktiengesellschaft,   New  York  Branch  and  pnc  Bank,  National
Association, as a Managing Agent, and Wells Fargo Bank, National Association, as
Agent;

      WHEREAS,  RCLP,  the Lenders and the Agent desire to amend and restate the
terms of the Existing  Regency  Credit  Agreement in order to make  available to
Borrowers a  $625,000,000  revolving  credit  facility,  including a $40,000,000
swingline  subfacility  and a  $10,000,000  letter  of credit  subfacility,  all
pursuant to the terms hereof.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged by the parties hereto, the parties
hereto agree that the Existing  Regency Credit Agreement is amended and restated
in its entirety as follows:

                             ARTICLE I. DEFINITIONS

      SECTION 1.1.      Definitions.
                        -----------

      The following terms, as used herein, have the following meanings:

      "Absolute Rate" has the meaning given that term in Section 2.2.(c)(ii)(C).

      "Absolute Rate Auction"  means a  solicitation  of Bid Rate Quotes setting
forth Absolute Rates pursuant to Section 2.2.

      "Absolute  Rate Loan" means a Bid Rate Loan the interest  rate on which 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.

      "Acquisition"   means  any   transaction,   or  any   series  of   related
transactions,  by which a Person  directly or indirectly  acquires any assets of
another Person, whether through purchase of assets, merger or otherwise.

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

      "Adjusted  Base Rents" means the total rentals from a given Property which
are  denominated as base rent or minimum rent under the applicable  leases which
shall in any event exclude all percentage rent and  reimbursements for operating
expenses, taxes or insurance, and shall be based on actual rents presently being
paid without any rent leveling adjustments.

      "Affiliate"  means any Person  (other than the Agent or any  Lender):  (a)
directly or indirectly controlling, controlled by, or under common control with,
a Borrower;  (b) directly or  indirectly  owning or holding ten percent (10%) or
more of any equity  interest in a Borrower;  or (c) ten percent (10%) or more of
whose voting stock or other equity  interest is directly or indirectly  owned or
held by a Borrower.  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.

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

      "Applicable  Facility  Fee"  means the  percentage  set forth in the table
below  corresponding to the Level at which the "Applicable Margin" is determined
in accordance with the definition thereof:

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   Level        Facility Fee

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     1              0.10%
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     2              0.15%
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     3              0.20%
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     4              0.30%
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     5              0.40%
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As of the Agreement Date, the Applicable Facility Fee equals 0.20%.

      "Applicable Law" means all applicable  provisions of local, state, federal
and foreign constitutions,  statutes, rules, regulations,  ordinances,  decrees,
permits,  concessions and orders of all  governmental  bodies and all orders and
decrees of all courts, tribunals and arbitrators.

      "Applicable  Margin"  shall  mean,  as of any date of  determination,  the
respective  percentage rates set forth below corresponding to the Credit Ratings
of RCLP and the Parent as assigned by the applicable Rating Agencies:

 -------------------------------------------------------------------
   Level          Credit Rating          Applicable    Applicable
           (S&P/Moody's or equivalent)   Margin for    Margin for

                                        LIBOR Loans     Base Rate
                                                          Loans

 -------------------------------------------------------------------
     1     A-/A3 or equivalent or          0.85%          0.00%
           higher

 -------------------------------------------------------------------
 -------------------------------------------------------------------
     2     BBB+/Baa1 or equivalent         0.90%          0.00%
 -------------------------------------------------------------------
 -------------------------------------------------------------------
     3     BBB/Baa2 or equivalent          1.00%          0.00%
 -------------------------------------------------------------------
 -------------------------------------------------------------------
     4     BBB-/Baa3 or equivalent         1.15%          0.00%
 -------------------------------------------------------------------
 -------------------------------------------------------------------
     5     Less than BBB-/Baa3 or          1.35%          0.00%
           equivalent

 -------------------------------------------------------------------

      The Agent  shall  determine  the  Applicable  Margin  from time to time in
accordance with the above table and the provisions of this definition and notify
the  Borrowers  and the Lenders of such  determination.  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 lower of the two
Credit Ratings. During any period that RCLP or the Parent receives more than two
Credit Ratings and such Credit Ratings are not equivalent, the Applicable Margin
shall equal the average of the  Applicable  Margins as  determined in accordance
with the two lowest of such  Credit  Ratings;  provided  that one of such Credit
Ratings has been  issued by either S&P or Moody's  and such Credit  Rating is an
Investment Grade Rating.  Each change in the Applicable  Margin resulting from a
change in a Credit  Rating of RCLP or the Parent  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  1.00% and for Base Rate Loans equals
0.0%.

      "Approved  Grocery Store" means any of the grocery store chains identified
on Schedule 1.1.(a).

      "Asset Value" means

      (a) with respect to any  Consolidated  Subsidiary at a given time, the sum
of (i) the Capitalized EBITDA of such Consolidated Subsidiary at such time, plus
(ii) the  Capitalized Fee Income of such Subsidiary at such time, plus (iii) the
book value of all Construction in Process of such Consolidated  Subsidiary as of
the end of the Parent'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 under
construction,  the Parent's pro rata share of the book value of  Construction in
Process for such  Property as of the end of the  Parent's  fiscal  quarter  most
recently ended and (ii) with respect to any of such  Unconsolidated  Affiliate's
Properties which have been completed, the Parent's pro rata share of Capitalized
EBITDA of such Unconsolidated Affiliate attributable to such Properties.

      "Assignee" has the meaning given that term in Section 12.8.(c).

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

      "Base  Rate"  means  the  greater  of (a) the rate of  interest  per annum
established  from time to time by Wells Fargo,  San  Francisco,  California  and
designated  as its prime rate (which rate of interest may not be the lowest rate
charged by such bank,  the Agent or any of the Lenders on similar loans) and (b)
the Federal Funds Rate plus one-half of one percent  (0.5%).  Each change in the
Base Rate shall become effective without prior notice to any of the Borrowers or
the  Lenders  automatically  as of the  opening of  business on the date of such
change in the Base Rate.

      "Base Rate Loan"  means any  Revolving  Loan or Term Loan  hereunder  with
respect to which the interest rate is calculated by reference to the Base Rate.

      "Bid Rate Borrowing" has the meaning given that term in Section 2.2.(b).

      "Bid Rate Loan" means a loan made by a Lender under Section 2.2.(b).

      "Bid Rate Note" means,  with respect to a Borrower,  a promissory  note of
such Borrower  substantially in the form of Exhibit D, payable to the order of a
Lender and  otherwise  duly  completed,  and with  respect  to RCLP,  shall also
include each Bid Rate Note (as defined in the Existing Credit  Agreement)  which
remains outstanding after the Effective Date.

      "Bid Rate Quote" means an offer in  accordance  with Section  2.2.(c) by a
Lender to make a Bid Rate Loan with one single specified interest rate.

      "Bid Rate  Quote  Request"  has the  meaning  given  that term in  Section
2.2.(b).

      "Borrowing Base" means, without duplication, (a) with respect to RCLP, the
sum of (i) the  aggregate  Unencumbered  Pool  Values of all  Stabilized  Retail
Operating  Properties of RCLP and its Subsidiaries divided by 1.75 plus (ii) the
aggregate  Unencumbered  Pool Values of  Qualified  Development  Properties  and
Pre-Stabilized  Retail Operating Properties of RCLP and its Subsidiaries divided
by 2.0 and (b) with respect to the  Development  Affiliates,  the sum of (i) the
aggregate Unencumbered Pool Values of all Stabilized Retail Operating Properties
of  the  Development   Affiliates  divided  by  1.75  plus  (ii)  the  aggregate
Unencumbered Pool Values of Qualified Development  Properties and Pre-Stabilized
Retail Operating  Properties of the Development  Affiliates  divided by 2.0 plus
(iii)  RCLP's  Borrowing  Base.  Notwithstanding  anything  set  forth  in  this
definition  to the contrary,  not more than 20.0% of the Borrowing  Base of RCLP
can be  attributable to  Unencumbered  Pool Properties  owned by Subsidiaries of
RCLP that are not Wholly Owned Subsidiaries.

      "Business Day" means (a) any day other than Saturday,  Sunday or other day
on which commercial banks in Atlanta,  Georgia or San Francisco,  California are
authorized or required to close and (b) with reference to LIBOR Loans,  any such
day on which dealings in Dollar deposits are carried out in the London interbank
market.

      "Capitalized  EBITDA"  means,  with  respect to a Person and as of a given
date, (a) such Person's  EBITDA for the fiscal quarter most recently ended times
(b) 4 and divided by (c) 9.25%.  In  determining  Capitalized  EBITDA (i) EBITDA
attributable  to real estate  properties  either acquired or disposed of by such
Person  during such fiscal  quarter shall be  disregarded,  (ii) 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 such Person in the immediately preceding
fiscal year,  (iii) for the fourth  fiscal  quarter of each fiscal year,  EBITDA
shall include 25% of the percentage  rents  actually  received by such Person in
such fiscal year,  (iv) Fee Income for the  applicable  period shall be excluded
from EBITDA,  (v) any amounts deducted from the net earnings of Properties owned
by  Consolidated  Subsidiaries  in which a third  party owns a  minority  equity
interest shall be included in EBITDA; and (vi) distributions of cash received by
such Person during such period from any of its  Unconsolidated  Affiliates shall
be excluded from EBITDA.

      "Capitalized Fee Income" means, with respect to a Person and as of a given
date,  (a) such Person's Fee Income for the fiscal  quarter most recently  ended
times (b) 4 and divided by (c) 20.0%.

      "Capitalized   Lease   Obligation"  means   Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting  purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the  capitalized  amount of such  obligations  determined in accordance
with such principles.

      "Collateral  Account" means a special non-interest bearing deposit account
maintained by the Agent under its sole dominion and control.

      "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 Agent)
or  participate  in (in the case of the  Lenders  other  than the  Agent in such
capacity)   Letters  of  Credit  pursuant  to  Section   2.15.(a)  and  2.15.(f)
respectively,  in an amount  up to,  but not  exceeding  (but in the case of the
Agent, excluding the aggregate amount of participations in the Letters of Credit
held by other  Lenders),  the amount set forth for such Lender on its  signature
page  hereto  as  such  Lender's  "Commitment  Amount"  or as set  forth  in the
applicable Assignment and Acceptance Agreement,  as the same may be reduced from
time to  time  pursuant  to  Section  2.9.  or as  appropriate  to  reflect  any
assignments to or by such Lender effected in accordance with Section 12.8.

      "Compliance  Certificate"  means  the  certificate  described  in  Section
8.1.(c).

      "Consolidated Subsidiary" means, with respect to a Person at any date, any
Subsidiary  or other  entity the  accounts of which would be  consolidated  with
those of such Person in its consolidated financial statements in accordance with
GAAP, if such statements  were prepared as of such date. The term  "Consolidated
Subsidiary"  shall also include any Preferred Stock Entity the accounts of which
are  consolidated  with  those  of such  Person  in its  consolidated  financial
statements in accordance with GAAP.

      "Construction Budget" means the fully budgeted costs for the construction,
development and  redevelopment of a given Development  Property,  such budget to
include  an  adequate  operating   deficiency  reserve.  For  purposes  of  this
definition the "fully budgeted  costs" of a Development  Property to be acquired
by a Person  upon  completion  pursuant  to a  contract  in 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 be based on
certain performance levels or other related criteria.

      "Construction  in Process" means  construction in process as determined in
accordance with GAAP.

      "Contingent   Obligation"   means,   for  any  Person,   any   commitment,
undertaking,  Guarantee or other obligation  constituting a contingent liability
that must be accrued under GAAP.

      "Continue", "Continuation" and "Continued" each refers to the continuation
of a LIBOR Loan from one Interest Period to the next Interest Period pursuant to
Section 2.5.

      "Convert", "Conversion" and "Converted" each refers to the conversion of a
Revolving  Loan of one Type into a Revolving  Loan of another  Type  pursuant to
Section 2.6.

      "Credit  Rating"  means the lowest  rating  assigned by a Rating Agency to
each series of rated  senior  unsecured  long term  indebtedness  of RCLP or the
Parent, as the case may be.

      "Credit  Tenant" means any Person which has entered into, and continues to
be subject to, a lease of any portion of a Property and has a rating of at least
BBB- assigned to its senior  long-term debt  obligations by S&P or Moody's.  For
purposes of this Agreement,  Publix Super Markets, Inc. shall be deemed a Credit
Tenant.

      "Debt Service" means,  with respect to any Person and for any period,  the
sum of (a)  Interest  Expense of such Person for such period plus (b)  regularly
scheduled  principal payments on Indebtedness of such Person during such period,
other than any  balloon,  bullet or  similar  principal  payment  payable on any
Indebtedness of such Person which repays such Indebtedness in full.

      "Default"  means any  condition  or event  which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

      "Defaulting Lender" has the meaning given that term in Section 3.5.

      "Designated  Lender"  means a  special  purpose  corporation  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 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,  (b) shall have become a
party to this Agreement  pursuant to Section 12.8.(d) and (c) is not otherwise a
Lender.

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

      "Designating Lender" has the meaning given that term in Section 12.8.(d).

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

      "Development  Affiliate Accession  Agreement" means an Accession Agreement
substantially in the form of Annex I to the Development Affiliate Guaranty.

      "Development  Affiliate  Guarantor"  means any Person that is party to the
Development Affiliate Guaranty as a "Guarantor".

      "Development Affiliate Guaranty" means the Guaranty executed and delivered
by the Development  Affiliate  Guarantors  substantially  in the form of Exhibit
O-2.

      "Development Affiliates" means each of RRG and any other Development Joint
Venture  which  has,  at the time of  determination,  satisfied  all  conditions
contained in Section 12.15. to becoming a Borrower.

      "Development  Joint  Venture"  means  a  Person,  all  of the  issued  and
outstanding equity interests of which are held only by RCLP (or its Wholly Owned
Subsidiaries)  or RRG,  and which was  formed or  acquired  for the  purpose  of
developing  or  redeveloping   Properties  and  rendering  services  to  tenants
permitted to be performed by a "taxable REIT  subsidiary"  within the meaning of
Section 856(e) of the Internal  Revenue Code,  which  services,  if performed by
RCLP or RRG, would cause income  received from such tenant to fail to qualify as
"rents from real property"  within the meaning of Section 856(d) of the Internal
Revenue Code.

      "Development  Property" means either (a) a real estate project acquired by
RCLP, any Subsidiary, any Development Affiliate, any Unconsolidated Affiliate or
any  Preferred  Stock  Entity as  unimproved  real estate to be  developed  as a
Property  or (b) a Property  acquired by any such Person on which such Person is
to (A) partially or completely  demolish and redevelop the  improvements on such
Property,  (B)  substantially  reconfigure  the  existing  improvements  on such
Property  or (C)  increase  materially  the  rentable  square  footage  of  such
Property,  in each case for which an 80% Occupancy  Rate has not been  achieved.
The  term  "Development  Property"  shall  include  real  property  of the  type
described  in the  immediately  preceding  clause (a) or (b) to be (but not yet)
acquired  by any such  Person  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,  but shall
not include  any  build-to-suit  Property  which is 100%  preleased  by a single
tenant  having an  investment  grade  rating  assigned  to its senior  long-term
unsecured debt obligations by a nationally recognized securities rating agency.

      "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,  net  earnings  (loss) of such  Person for such  period  (excluding
equity in net earnings or net loss of Unconsolidated Affiliates) plus the sum of
the  following  amounts  (but only to the extent  included  in  determining  net
earnings (loss) for such period):  (a) depreciation and amortization expense and
other non-cash  charges of such Person for such period plus (b) interest expense
of such  Person for such  period  plus (c) income tax  expense of such Person in
respect of such period plus (d)  distributions  of cash  received by such Person
during such  period  from any of its  Unconsolidated  Affiliates.  EBITDA  shall
exclude  extraordinary  gains of such  Person  and gains from sales of assets of
such  Person  for such  period  but will  include  extraordinary  losses of such
Person,  losses  from sales of assets of such Person and losses  resulting  from
forgiveness by such Person of Indebtedness for such period. For purposes of this
definition,  net earnings (loss) shall be determined  before minority  interests
and distributions to holders of Preferred Stock.

      "Effective  Date"  means  the date this  Agreement  becomes  effective  in
accordance with Section 6.1.

      "Eligible Assignee" means any Person who is, at the time of determination:
(a)  a  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,  or any state thereof,
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 Cooperation and Development  ("OECD"),  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 or agency
located in the United  States of  America.  If such  Person is not  currently  a
Lender,  such Person'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 acceptable to the Agent.

      "Eligible  Property"  means  a  Property  or  real  estate  project  which
satisfies  all of the following  requirements:  (a) such Property or real estate
project  is owned in fee  simple by only  RCLP,  a  Development  Affiliate  or a
Subsidiary of RCLP;  (b) neither such Property or real estate  project,  nor any
interest of RCLP,  such  Development  Affiliate or such Subsidiary  therein,  is
subject to any Lien other than Permitted  Liens or to any agreement  (other than
this  Agreement or any other Loan  Document)  that prohibits the creation of any
Lien thereon as security for  Indebtedness;  (c) if such Property or real estate
project is owned by a Subsidiary of RCLP, (i) none of RCLP's or Parent's  direct
or indirect  ownership  interest in such Subsidiary is subject to any Lien other
than Permitted Liens or to any agreement (other than this Agreement or any other
Loan  Document)  that prohibits the creation of any Lien thereon as security for
Indebtedness and (ii) RCLP directly, or indirectly through a Subsidiary, has the
right to take the  following  actions  without the need to obtain the consent of
any  Person:  (A) to create  Lien on such  Property  or real  estate  project as
security for Indebtedness of RCLP or such  Subsidiary,  as applicable and (B) to
sell, transfer or otherwise dispose of such Property or real estate project; (d)
such Property or real estate project is free of all structural  defects or major
architectural  deficiencies,  title defects,  environmental  conditions or other
adverse  matters  except for  defects,  conditions  or matters  individually  or
collectively which are not material to the profitable operation of such Property
or real estate  project;  and (e) such  Property  or real estate  project is not
subject to a ground  lease  (other than (i) a lease of land on such  Property or
real estate project owned by RCLP, such  Subsidiary of RCLP or such  Development
Affiliate  and leased to a Person which is not an Affiliate  and (ii) the ground
lease  relating to the Property  known as Heritage  Plaza between  Affiliates of
RCLP).

      "Environmental Laws" means any Applicable Law relating to environmental
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protection  or the  manufacture,  storage,  disposal or  clean-up  of  Hazardous
Materials  including,  without  limitation,  the  following:  Clean Air Act,  42
U.S.C.ss.7401 et seq.;  Federal Water Pollution Control Act, 33 U.S.C.ss.1251 et
seq.;  Solid  Waste  Disposal  Act,  42  U.S.C.ss.6901  et  seq.;  Comprehensive
Environmental  Response,  Compensation  and Liability Act, 42 U.S.C.ss.  9601 et
seq.; National  Environmental Policy Act, 42 U.S.C.ss.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.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, or any successor statute.

      "ERISA Group" means all members of a controlled  group of corporations and
all trades or businesses (whether or not incorporated) under common control that
are treated as a single employer under Section 414 of the Internal Revenue Code.

      "ERISA Plan" means any employee benefit plan subject to Title I of ERISA.

      "Event of Default" means the occurrence of any of the events  specified in
Section  10.1.,  whatever  the  reason  for such  event and  whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment  or  order  of any  court  or any  order,  rule  or  regulation  of any
governmental or nongovernmental  body;  provided that any requirement for notice
or lapse of time or any other condition has been satisfied.

      "Existing Regency Credit Agreement" is defined in the recitals herein.

      "Extension Request" has the meaning given that term in Section 2.10.(a).

      "Federal  Funds  Rate"  means,  on any day,  the rate per  annum  (rounded
upward,  if  necessary,  to the  nearest  1/100th  of 1%) equal to the  weighted
average of the rates on overnight Federal funds transactions with members of the
Federal  Reserve  System  arranged  by Federal  funds  brokers  on such day,  as
published  by the  Federal  Reserve  Bank of New York on the  Business  Day next
succeeding  such day,  provided  that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such  transactions  on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is published on such next  succeeding  Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Agent on
such day on such transactions as reasonably determined by the Agent.

      "Fee Income" means,  with respect to a Person and for a given period,  the
amount of net income  accrued  by such  Person  during  such  period  from fees,
commissions  and other  compensation  derived from (a) managing  and/or  leasing
properties owned by third parties; (b) developing  properties for third parties;
(c)  arranging  for  property  acquisitions  by  third  parties;  (d)  arranging
financing for third parties and (e) consulting and business  services  performed
for third parties.

      "Funds From  Operations"  means,  with respect to a Person and for a given
period,  net  income  (loss)  of such  Person  for  such  period  determined  in
accordance  with  GAAP  (excluding  equity  in  net  earnings  or  net  loss  of
Unconsolidated  Affiliates)  plus the sum of the following  amounts (but only to
the extent  included in  determining  net income  (loss) for such  period):  (a)
depreciation  and  amortization  expense of such Person with respect to its real
estate  assets  for such  period  plus (b)  losses  from sales of assets of such
Person for such  period  minus (c) gains from sales of assets of such Person for
such period plus (d) such  Person's pro rata share of Funds From  Operations  of
such Person's Unconsolidated Affiliates.

      "GAAP" shall mean 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.

      "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 of (a) the Capitalized
EBITDA of the Parent and its  Consolidated  Subsidiaries  at such time, plus (b)
the  Capitalized Fee Income of the Parent and its  Consolidated  Subsidiaries at
such time,  plus (c) the purchase  price paid by the Parent or any  Consolidated
Subsidiary (less any amounts paid to the Parent or such Consolidated  Subsidiary
as a purchase  price  adjustment,  held in  escrow,  retained  as a  contingency
reserve,  or other similar  arrangements)  for any real property acquired by the
Parent or such  Consolidated  Subsidiary as a Property  other than a Development
Property during the Parent's fiscal quarter most recently ended, plus (d) all of
Parent's and its Consolidated  Subsidiaries' cash and cash equivalents as of the
end of such fiscal quarter  (excluding  tenant  deposits and other cash and cash
equivalents  the  disposition  of  which  is  restricted  in any way  (excluding
restrictions  in the nature of early  withdrawal  penalties and  restrictions on
cash  deposited  into an escrow  account for the  payment of  property  taxes in
respect of real  property  but only to the extent the  aggregate  amount of cash
held in such  account  exceeds  the  amount of  accrued  property  taxes at such
time)), plus (e) with respect to each of the Parent's Unconsolidated Affiliates,
(i) with  respect to any of such  Unconsolidated  Affiliate's  Properties  under
construction,  the Parent's pro rata share of the book value of  Construction in
Process for such  Property  as of the end of such  fiscal  quarter and (ii) with
respect to any of such  Unconsolidated  Affiliate's  Properties  which have been
completed,   the  Parent's  pro  rata  share  of  Capitalized   EBITDA  of  such
Unconsolidated  Affiliate  attributable  to such  Properties,  plus (f) the book
value of all Construction in Process for real property  acquired for development
by the Parent or any Consolidated Subsidiary as a Property as such book value is
set forth on the Parent's  consolidated balance sheet most recently delivered to
the Lenders under Section 8.1.(a) or (b) plus (g) the contractual purchase price
of any  property  subject to a purchase  obligation,  repurchase  obligation  or
forward  commitment  which at such time could be  specifically  enforced  by the
seller of such property, but only to the extent such obligations are included in
the Parent's or any Consolidated  Subsidiary's Total Liabilities plus (h) in the
case of any property subject to a purchase obligation,  repurchase obligation or
forward commitment which at such time could not be specifically  enforced by the
seller of such property, the aggregate amount of due diligence deposits, earnest
money  payments and other similar  payments made under the  applicable  contract
which,  at such time,  would be subject to forfeiture  upon  termination  of the
contract,  but only to the extent such  amounts are  included in the Parent's or
any Consolidated Subsidiary's Total Liabilities.

      "Guarantee" by any Person means any  obligation,  contingent or otherwise,
of such Person  directly or indirectly  guaranteeing  any  Indebtedness or other
obligation  of any other  Person and,  without  limiting the  generality  of the
foregoing, any obligation,  direct or indirect, contingent or otherwise, of such
Person (a) to purchase or pay (or  advance or supply  funds for the  purchase or
payment of) such Indebtedness or other obligation  (whether arising by virtue of
partnership arrangements,  by agreement to keep-well, to purchase assets, goods,
securities  or services,  to  take-or-pay,  or to maintain  financial  statement
conditions  or otherwise) or (b) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness or other obligation of the payment
thereof or to protect such obligee  against loss in respect thereof (in whole or
in part),  provided that the term Guarantee shall not include  endorsements  for
collection or deposit in the ordinary course of business.  The term  "Guarantee"
used as a verb has a corresponding meaning.

      "Guarantor"  means  any  Person  that  is  party  to  the  Guaranty  as  a
"Guarantor".

      "Guaranty"  means the Guaranty  executed and  delivered by the  Guarantors
substantially in the form of Exhibit O-1.

      "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 or
"TLCP"  toxicity,  "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;  and (d)
asbestos  in any form or (e)  electrical  equipment  which  contains  any oil or
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
fifty parts per million.

      "Hedge   Agreements"  means,   collectively,   Interest  Rate  Agreements,
commodity future or option contracts, currency swap agreements,  currency future
or option contracts and other similar agreements.

      "Indebtedness" means, with respect to a Person, at the time of computation
thereof,  all  of  the  following  (without  duplication  and  determined  on  a
consolidated  basis):  (a)  obligations  of such  Person  in  respect  of  money
borrowed;  (b) 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 any letters of credit or
acceptances  (whether or not the same have been presented for payment);  (e) all
Indebtedness  of other Persons which (i) such Person has  Guaranteed or which is
otherwise  recourse to such Person or (ii) is secured by a Lien on any  property
of such Person; (f) all Indebtedness of any other Person of which such Person is
a general  partner;  and (g) with respect to Indebtedness  of an  Unconsolidated
Affiliate,  (i) all such  Indebtedness  which such Person has  Guaranteed  or is
otherwise  obligated on a recourse basis and (ii) such Person's  Ownership Share
of all other Indebtedness of such Unconsolidated Affiliate.

      "Interest Expense" means, with respect to a Person and for any period, (a)
the total interest expense (including, without limitation,  capitalized interest
expense and 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,
accrued  or  capitalized  interest  expense  for such  period of  Unconsolidated
Affiliates of such Person.

      "Interest Period" means,
       ---------------

      (a) with  respect to any LIBOR Loan  made,  or to be made to, a  Borrower,
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 such  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. In addition to such periods, a Borrower
may request Interest Periods for LIBOR Loans having durations of at least 7, but
not more than 30,  days no more than ten  times for all  Borrowers  collectively
during any 12-month period  beginning during the term of this Agreement but only
in  anticipation  of (i) such  Borrower's  prepayment  of such LIBOR  Loans from
equity or debt  offerings,  financings  or proceeds  resulting  from the sale or
other disposition of major assets of such Borrower or any of its Subsidiaries or
(ii)  changes  in the  amount  of the  Lenders'  Commitments  associated  with a
modification of this Agreement;

      (b) with  respect  to any  Absolute  Rate Loan  made,  or to be made to, a
Borrower,  the period commencing on the date such Absolute Rate Loan is made and
ending on the  numerically  corresponding  day in the  first,  second,  or third
calendar  month  thereafter,  as such Borrower may select as provided in Section
2.2.(b),  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; and

      (c) with  respect  to any  LIBOR  Margin  Loan  made,  or to be made to, a
Borrower,  each period commencing on the date such LIBOR Margin Loan is made and
ending  on the  numerically  corresponding  day in the  first,  second  or third
calendar  month  thereafter,  as such Borrower may select as provided in Section
2.2.(b),  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:  (i) if any Interest Period for a Revolving Loan
or a Bid Rate Loan would  otherwise end after the Revolving  Credit  Termination
Date, such Interest Period shall end on the Revolving Credit  Termination  Date;
(ii) if any Interest Period would otherwise end after the Termination Date, such
Interest  Period shall end on the Termination  Date;  (iii) 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 next preceding  Business Day); and
(iv)  notwithstanding  either of the immediately  preceding clauses (i) and (ii)
but except as  otherwise  provided  in the second  sentence  of the  immediately
preceding  clause  (a),  no  Interest  Period  for any LIBOR  Loan  shall have a
duration of less than one month and, if the  Interest  Period for any LIBOR Loan
would otherwise be a shorter period,  such Loan shall not be available hereunder
for such period.

      "Interest Rate Agreement" means any interest rate swap agreement, interest
rate cap agreement,  interest rate collar agreement or other similar contractual
agreement or arrangement  entered into by a Person with a nationally  recognized
then rated investment grade financial  institution for the purpose of protecting
such Person against fluctuations in interest rates.

      "Internal  Revenue  Code"  means the  Internal  Revenue  Code of 1986,  as
amended, or any successor statute.

      "Investment"  means,  with  respect to any Person and  whether or not such
investment  constitutes a controlling  interest in such Person: (a) the purchase
or other  acquisition  of any share of capital  stock or other equity  interest,
evidence of Indebtedness  or other security issued by any other Person;  (b) any
loan,  advance or extension of credit to, or contribution to the capital of, any
other Person; (c) any Guarantee of the Indebtedness of any other Person; (d) the
subordination  of any  claim  against  a Person  to other  Indebtedness  of such
Person; and (e) any other investment in any other Person.

      "Investment  Grade  Rating" means a Credit Rating of BBB- or higher by S&P
or Baa3 or higher by Moody's.

      "Joinder  Agreement" means a Joinder  Agreement  executed by a Development
Joint Venture and substantially in the form of Exhibit S.

      "L/C Commitment Amount" means an amount equal to $10,000,000.

      "Lender" means each financial  institution  from time to time party hereto
as a "Lender" or a "Designated Lender," together with its respective  successors
and  assigns;  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 12.8.(d),  have the rights (including the rights given
to a Lender  contained in Sections 12.3. and 12.5.) 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 any
applicable  Assignment  or  Acceptance  Agreement  or such other  office of such
Lender as such Lender may notify the Agent from time to time.

      "Letter of Credit" has the meaning set forth in Section 2.15.(a).

      "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"  shall mean, 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  for whose  account  such Letter of
Credit was issued 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  Agent in its  capacity  as such)  shall be  deemed to hold a Letter of
Credit Liability in an amount equal to its participation interest in the related
Letter of Credit under Section 2.15.(f), and the 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 Agent of their participation interests under such Section.

      "LIBO Rate" means,  with respect to each  Interest  Period,  for any LIBOR
Loan or LIBOR  Margin  Loan,  the average  rate of interest  per annum  (rounded
upwards,  if necessary,  to the next highest  1/16th of 1%) at which deposits in
immediately available funds in Dollars are offered to Wells Fargo Bank, National
Association  (at  approximately  9:00 a.m., two Business Days prior to the first
day of such Interest  Period) by first class banks in the  interbank  Eurodollar
market,  for delivery on the first day of such  Interest  Period,  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.  Each  determination of the LIBO Rate by the Agent
shall, in absence of demonstrable error, be conclusive and binding.

      "LIBOR  Auction"  means a  solicitation  of Bid Rate Quotes  setting forth
LIBOR Margins based on the LIBO Rate pursuant to Section 2.2.

      "LIBOR Loan" means any Revolving  Loan or Term Loan hereunder with respect
to which the  interest  rate is  calculated  by reference to the LIBO Rate for a
particular Interest Period.

      "LIBOR  Margin"  shall have the  meaning  assigned to such term in Section
2.2.(c)(ii)(D).

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

      "Lien" as applied to the property of any Person  means:  (a) any 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 interest, 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;  and (c) the filing of, or any agreement to give,  any financing
statement   under  the  Uniform   Commercial  Code  or  its  equivalent  in  any
jurisdiction.

      "Loan" means a Revolving Loan, a Bid Rate Loan, a Swingline Loan or a Term
Loan.

      "Loan Document" means this  Agreement,  each of the Notes,  each Letter of
Credit  Document,  the  Guaranty,  each  Accession  Agreement,  the  Development
Affiliate  Guaranty,   each  Development  Affiliate  Accession  Agreement,   any
agreement  evidencing  the fees  referred  to in Section  3.1.(e) and each other
document or  instrument  executed and  delivered by a Borrower or any other Loan
Party in connection with this Agreement or any of the other foregoing documents.

      "Loan Party" means each  Borrower,  each  Guarantor  and each  Development
Affiliate Guarantor.

      "Majority  Lenders" means,  as of any date, (a) all Lenders,  if there are
fewer than three  Lenders  party  hereto at such time and (b) the Lenders  whose
combined  Pro Rata Shares  equal or exceed  66-2/3%,  if there are three or more
Lenders party hereto at such time.

      "Material Contract" means any agreement,  lease, Mortgage,  indenture,  or
other contract or other arrangement (other than Loan Documents), whether written
or oral,  to which any Borrower,  any  Guarantor or any other  Subsidiary of the
Parent  or any  Borrower  is a party as to  which  the  breach,  nonperformance,
cancellation  or failure to renew by any party  thereto  could have a Materially
Adverse Effect.

      "Materially  Adverse Effect" means a materially  adverse effect on (a) the
business,  assets,  liabilities,  financial condition,  results of operations or
business prospects of RCLP and its Consolidated Subsidiaries,  or the Parent and
its Consolidated Subsidiaries, taken as a whole, (b) the ability of any 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 such Loan
Documents, (d) the rights and remedies of the Lenders and the Agent under any of
such Loan Documents or (e) the timely payment of the principal of or interest on
the Loans or other amounts payable in connection therewith.  Except with respect
to representations made or deemed made by the Borrowers under Article VII. or in
any of the other Loan Documents to which it is a party,  all  determinations  of
materiality  shall  be made  by the  Agent  in its  reasonable  judgment  unless
expressly provided otherwise.

      "Maximum Loan Availability"  means, at any time, (a) with respect to RCLP,
the lesser of (i) an amount  equal to the  positive  difference,  if any, of (x)
RCLP's Borrowing Base minus (y) all Unsecured  Liabilities (other than the Loans
and the  Letter of  Credit  Liabilities),  of the  Parent  and its  Consolidated
Subsidiaries  and (ii) the aggregate amount of the Commitments at such time; and
(b) with  respect  to the  Development  Affiliates,  the lesser of (i) an amount
equal to the positive  difference,  if any, of (x) the  Development  Affiliates'
Borrowing  Base minus (y) the sum of (A) all Unsecured  Liabilities  (other than
the  Loans  and  the  Letter  of  Credit  Liabilities),  of the  Parent  and its
Consolidated  Subsidiaries  and (B) all Loans and  Letter of Credit  Liabilities
owing by RCLP (except to the extent resulting from its obligations in respect of
its Guarantee of the  Obligations of the  Development  Affiliates)  and (ii) the
aggregate amount of the Commitments at such time.

      "Moody's" means Moody's Investors Services, Inc.
       -------

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

      "Multiemployer Plan" means a multiemployer plan defined as such in Section
3(37) of ERISA to which  contributions  have  been made by any  Borrower  or any
ERISA Affiliate and which is covered by Title IV of ERISA.

      "Net Operating Income" means, for any Property and for a given period, the
sum of the  following  (without  duplication):  (a)  rents  and  other  revenues
received in the ordinary course from such Property  (including  proceeds of rent
loss insurance but excluding  pre-paid rents and revenues and security  deposits
except to the extent applied in satisfaction  of tenants'  obligations for rent)
minus (b) all expenses paid or accrued  related to the  ownership,  operation or
maintenance  of such property,  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   (including  an   appropriate   allocation   for  legal,   accounting,
advertising,  marketing  and other  expenses  incurred in  connection  with such
property,  but specifically  excluding general overhead expenses of any Borrower
and any property  management  fees) minus (c) the Reserve for  Replacements  for
such  Property  as of the end of such  period  minus (d) the  greater of (i) the
actual  property  management  fee paid  during  such  period and (ii) an imputed
management  fee in the amount of four percent  (4.0%) of the gross  revenues for
such Property for such period.

      "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 Parent and its
Consolidated  Subsidiaries,  increases in accumulated depreciation 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,   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.

      "Non-ERISA  Plan" means any Plan  subject to Section  4975 of the Internal
Revenue Code.

      "Non-Guarantor  Entity" means:  (a) any Subsidiary that is not required to
become a party to the Guaranty under Section  8.24.(a);  (b) any  Unconsolidated
Affiliate  of the Parent or RCLP;  (c) any  Preferred  Stock  Entity,  any other
Development  Affiliate,  and any Subsidiary or  Unconsolidated  Affiliate of any
Preferred  Stock  Entity  or  other  Development  Affiliate;  and (d) any  other
Affiliate  of the Parent or any  Borrower  in which the Parent or such  Borrower
holds an Investment.

      "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, environmental matters, waste,  misapplication of
insurance proceeds,  and other similar exceptions acceptable to the Agent in its
sole  discretion)  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  in the form of  Exhibit  F to be
delivered to the Agent pursuant to Section 2.1.  evidencing a Borrower's request
for a borrowing of Revolving Loans.

      "Notice  of  Continuation"  means a notice in the form of  Exhibit G to be
delivered to the Agent pursuant to Section 2.5.  evidencing a Borrower's request
for  the  Continuation  of a  borrowing  of  Revolving  Loans  borrowed  by such
Borrower.

      "Notice  of  Conversion"  means a notice  in the form of  Exhibit  H to be
delivered to the Agent pursuant to Section 2.6.  evidencing a Borrower's request
for the Conversion of a borrowing of Revolving Loans borrowed by such Borrower.

      "Notice of Swingline Borrowing" means a notice in the form of Exhibit L to
be delivered to the Swingline  Lender pursuant to Section  2.3.(b)  evidencing a
Borrower's request for a Swingline Loan.

      "Obligations"   means  with  respect  to  a  Borrower,   individually  and
collectively: (a) the aggregate principal balance of, and all accrued and unpaid
interest on, all Loans owing by such Borrower; (b) all Reimbursement Obligations
and all other Letter of Credit  Liabilities owing by such Borrower;  (c) any and
all  renewals  and  extensions  of  any of  the  foregoing  and  (d)  all  other
indebtedness,  liabilities,  obligations,  covenants and duties of such Borrower
owing to the Agent and/or the Lenders and/or the Swingline Lender of every kind,
nature and  description,  under or in respect  of this  Agreement  or any of the
other Loan Documents, 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.

      "Occupancy Rate" means, with respect to a Property at any time, the ratio,
expressed  as a  percentage,  of (a) the net  rentable  square  footage  of such
Property  actually occupied by tenants paying rent pursuant to binding leases as
to which no monetary default has occurred and is continuing to (b) the aggregate
net rentable square footage of such Property.

      "Ownership  Share" means,  with respect to any Subsidiary of a Person that
is not a  Wholly  Owned  Subsidiary,  and  any  Preferred  Stock  Entity  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,  Preferred  Stock  Entity or  Unconsolidated  Affiliate or (b)
subject to compliance with Section  8.1.(t),  such Person's  relative direct and
indirect  economic  interest  (calculated as a percentage)  in such  Subsidiary,
Preferred Stock Entity 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,
Preferred Stock Entity or Unconsolidated Affiliate.

      "Parent" means Regency Realty Corporation, a Florida corporation, together
with its successors and assigns.

      "Participant" has the meaning given that term in Section 12.8.(b).

      "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  or any  entity
succeeding to any or all of its functions under ERISA.

      "Permitted  Liens" means (a) pledges or deposits made to secure payment of
worker's compensation (or to participate in any fund in connection with worker's
compensation  insurance),  unemployment  insurance,  pensions or social security
programs;  (b) encumbrances  consisting of zoning  restrictions,  easements,  or
other restrictions on the use of real property,  provided that such items do not
materially impair the use of such property for the purposes intended and none of
which is violated in any material respect by existing or proposed  structures or
land  use;  (c) the  following  to the  extent  no Lien  has  been  filed in any
jurisdiction or agreed to: (i) Liens for taxes not yet due and payable;  or (ii)
Liens  imposed  by  mandatory   provisions   of  Applicable   Law  such  as  for
materialmen's,  mechanic's,  warehousemen's  and other like Liens arising in the
ordinary course of business,  securing  payment of  Indebtedness  the payment of
which is not yet due; (d) Liens for taxes,  assessments and governmental charges
or assessments that are being contested in good faith by appropriate proceedings
diligently  conducted,  and in which reserves  acceptable to the Agent have been
provided;  (e) Liens expressly  permitted under the terms of the Loan Documents;
and (f) any  extension,  renewal or  replacement  of the foregoing to the extent
such Lien as so  extended,  renewed or replaced  would  otherwise  be  permitted
hereunder.

      "Person" means an  individual,  a  corporation,  a partnership,  a limited
liability company, an association,  a trust or any other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

      "Plan" means at any time an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum  funding  standards under Section
412 of the Internal Revenue Code.

      "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  RCLP or the  Parent  owns,  directly  or  indirectly,  at least 95% of the
Preferred  Stock or other equity  interests which are not Voting Stock and which
Preferred Stock or other equity  interests  entitle RCLP to receive the majority
of all economic  benefits  associated  with  ownership  of all equity  interests
issued by such Person.

      "Pre-Stabilized  Retail  Operating  Property"  means an Eligible  Property
which  satisfies  all of the  requirements  in order to be a  Stabilized  Retail
Operating  Property except that it has an Occupancy Rate which equals or exceeds
65% but is less than 80%. For purposes of this definition only, when determining
the Occupancy  Rate for a given  Eligible  Property  which is a retail  shopping
center,  an anchor tenant who has vacated its space shall  nonetheless be deemed
to occupy such space if such  tenant is  continuing  to pay all rental  payments
when due under its lease and either of the following two  conditions  apply,  as
the case may be: (i) if such  Eligible  Property has two or more anchor  tenants
and the other anchor tenants still actually  occupy their  respective  spaces or
(ii) such space is undergoing  construction  to meet the specific needs of a new
anchor tenant who has either subleased the space from the existing tenant or who
is  obligated  to  lease  such  space  upon   substantial   completion  of  such
construction.

      "Principal  Office"  means the office of the Agent located at 2120 E. Park
Place,  Suite 100, El Segundo,  California  90245,  or such other  office of the
Agent as the Agent may designate from time to time.

      "Pro Rata  Share"  means,  with  respect  to any  Lender,  the  percentage
obtained  by  dividing  (a) the amount of such  Lender's  Commitment  by (b) the
aggregate amount of Commitments of all the Lenders, or, if the Commitments shall
have been  terminated,  the  percentage  obtained by dividing (i) the  aggregate
unpaid principal amount of Loans and Letter of Credit  Liabilities owing to such
Lender by (ii) the aggregate  unpaid principal amount of all Loans and Letter of
Credit Liabilities.

      "Property"  means real property  improved  with (a) one or more  operating
retail shopping centers or (b) a stand-alone building containing a grocery store
occupied  by a  Credit  Tenant,  in  either  case  that  is  owned  directly  or
indirectly,  in whole or in part,  by a  Borrower,  or solely  for  purposes  of
determining Unencumbered NOI, owned directly or indirectly, in whole or in part,
by the Parent.

      "Property  Certificate"  means a certificate  substantially in the form of
Exhibit R.

      "Qualified   Development   Property"  means  an  Eligible  Property  which
satisfies  all of the  following  requirements:  (a) such  Eligible  Property is
either (i) a real estate project  acquired as unimproved  real estate and in the
process of being  developed  as a Property or (ii) a Property  on which RCLP,  a
Subsidiary of RCLP or a Development Affiliate,  as the case may be, has begun to
(A) partially or completely  demolish and  redevelop  the  improvements  on such
Property,  (B)  substantially  reconfigure  the  existing  improvements  on such
Property  or (C)  increase  materially  the  rentable  square  footage  of  such
Property;  (b) at least 65% of the aggregate net rentable square footage of such
Eligible Property is preleased or leased to tenants under fully executed leases;
and (c) will, upon completion,  be (i) a grocery  store-anchored retail shopping
center,  (ii) a  stand  alone,  build-to-suit  building  leased  to  Walgreen's,
Eckerds,  Office Depot or CVS,  (iii) a stand-alone  grocery store occupied by a
grocery store tenant that is a party to a fully executed lease with at least two
years of  occupancy  remaining  in the lease term,  or (iv) a "side shop center"
located on real property adjacent to a third  party-owned,  stand-alone  grocery
store.

      "Rating  Agencies" means any two nationally  recognized  securities rating
agencies  designated by RCLP and  acceptable  to the Agent.  One of such ratings
agencies  must be either (a) Moody's or (b) S&P,  but if both such  corporations
cease to act as a  securities  rating  agency or cease to provide  ratings  with
respect to the senior  long-term  unsecured debt  obligations of RCLP,  RCLP may
designate as a replacement  Rating Agency any nationally  recognized  securities
rating agency acceptable to the Agent.

      "Regulations U and X" means  Regulations U and X of the Board of Governors
of the Federal Reserve System, as in effect from time to time.

      "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  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 request or  directive  regarding  capital
adequacy.

      "Reimbursement   Obligation"   means  the  absolute,   unconditional   and
irrevocable  obligation  of a Borrower  to  reimburse  the Agent for any drawing
honored by the Agent  under a Letter of Credit  issued  for the  account of such
Borrower.

      "REIT"  means  a  Person  qualifying  for  treatment  as  a  "real  estate
investment trust" under the Internal Revenue Code.

      "Reportable  Event" has the meaning set forth in Section 4043(b) of ERISA,
but shall not include a Reportable  Event as to which the provision for 30 days'
notice to the PBGC is waived under applicable regulations.

      "Reserve for  Replacements"  means, for any period and with respect to any
Property,  an  amount  equal to  (a)(i)  the  aggregate  square  footage  of all
completed  space of such Property if such Property is owned by the Parent or any
of its Subsidiaries or (ii) the Parent's or such Subsidiary's Ownership Share of
the aggregate  square  footage of all  completed  space of such Property if such
Property is owned by an Unconsolidated Affiliate or Preferred Stock Entity times
(b) $0.15 times (c) the number of days in such period divided by (d) 365.

      "Restricted  Payment" means, with respect to a Person: (a) any dividend or
other distribution, direct or indirect, on account of any shares or other equity
units of any class of stock,  partnership interest or other equity interest,  as
applicable,  of such  Person  now or  hereafter  outstanding,  except a dividend
payable  solely  in  shares  or  other  equity  units of that  class  of  stock,
partnership interest or other equity interest, as applicable,  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 or other equity units of any class of stock, partnership interests
or other  equity  interests,  as  applicable,  of such  Person now or  hereafter
outstanding,  except,  in the case of RCLP,  for any  conversion  or exchange of
partnership units in RCLP solely for shares of capital stock of the Parent;  and
(c) any payment made to retire,  or to obtain the surrender of, any  outstanding
warrants, options or other rights to acquire shares or other equity units of any
class of stock,  partnership interests or other equity interests, as applicable,
of such Person now or hereafter outstanding.

      "Revolving  Credit  Termination  Date"  means the  earlier to occur of (a)
March  26,  2002,  or such  later  date to which  such date may be  extended  in
accordance  with Section 2.10. or (b) the date on which the Revolving  Loans are
converted into Term Loans pursuant to Section 2.11.

      "Revolving Loan" means a loan made by a Lender under Section 2.1.

      "Revolving Note" means,  with respect to a Borrower,  a promissory note of
such Borrower  substantially in the form of Exhibit C, payable to the order of a
Lender in a principal amount equal to the amount of such Lender's  Commitment as
originally in effect and  otherwise  duly  completed,  and with respect to RCLP,
shall also  include  each  Revolving  Note (as  defined in the  Existing  Credit
Agreement) which remains outstanding after the Effective Date.

      "Revolving  Period" means the period  commencing on the Effective Date and
ending on the earlier of (a) the Revolving  Credit  Termination  Date or (b) the
date on which  any of the  Revolving  Loans  are  converted  into the Term  Loan
pursuant to 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 real  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,  and all
rules and regulations issued pursuant thereto.

      "Security Capital Group" means Security Capital Group Incorporated, a
       ----------------------
Maryland corporation.

      "Single  Asset  Subsidiary"  means  a  Subsidiary  that  meets  all of the
following  requirements:  (a) such Subsidiary only owns a single  Property;  (b)
such  Subsidiary  is engaged only in the  business of leasing  such  Property to
other  Persons;  (c) such  Subsidiary  receives  substantially  all of its gross
revenues  from the  leasing of such  Property;  and (d) such  Subsidiary  is not
obligated in respect of any  Indebtedness  other than  Indebtedness for borrowed
money secured by a Lien encumbering such Property.

      "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);  and (b) such
Person is able to pay its debts or other  obligations in the ordinary  course as
they mature and (c) that the Person has capital not unreasonably  small to carry
on its business and all business in which it proposes to be engaged.

      "S&P" means Standard & Poor's Rating  Services,  a division of McGraw-Hill
Companies, Inc.

      "Stabilized  Retail Operating  Property" means an Eligible  Property which
satisfies both of the following requirements:  (a) such Eligible Property is not
a Development Property and has an Occupancy Rate which equals or exceeds 80% and
(b) such Property or real estate project is (i) a grocery  store-anchored retail
shopping  center,  (ii)  a  stand  alone,   build-to-suit   building  leased  to
Walgreen's,  Eckerds,  Office Depot or CVS,  (iii) a  stand-alone  grocery store
occupied by a grocery  store  tenant that is a party to a fully  executed  lease
with at least two years of  occupancy  remaining  in the lease  term,  or (iv) a
"side shop center"  located on real  property  adjacent to a third  party-owned,
stand-alone grocery store.

      "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.

      "Stein Parties" means (a) (i) Joan Newton, Richard Stein, Robert Stein
       -------------
and Martin E. Stein, Jr., (ii) any of their immediate family members consisting
of spouses and lineal descendants (whether natural or adopted) and (iii) any
trusts established for the benefit of any of the foregoing and (b) The Regency
Group, Inc., The Regency Group II, Ltd. and Regency Square II but only so long
as the foregoing individuals or such trusts own, directly or indirectly, all of
the capital stock of any such entity.

      "Subsidiary" means, for any Person, any corporation,  partnership or other
entity  of  which at  least a  majority  of the  securities  or other  ownership
interests  having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other persons  performing similar functions of such
corporation,  partnership or other entity  (without  regard to the occurrence of
any  contingency)  is at the time directly or indirectly  owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more  Subsidiaries of such Person.  "Wholly Owned  Subsidiary" means any such
corporation,  partnership or other entity of which all of the equity  securities
or  other  ownership  interests  (other  than,  in the  case  of a  corporation,
directors' qualifying shares) are so owned or controlled.

      "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,
$40,000,000,  as such amount may be reduced from time to time in accordance with
the terms hereof.

      "Swingline Lender" means Wells Fargo Bank, National Association,  together
with its respective successors and assigns.

      "Swingline  Loan" means a loan made by the Swingline  Lender to a Borrower
pursuant to Section 2.3.(a).

      "Swingline Note" means,  with respect to a Borrower,  a promissory note of
such  Borrower  substantially  in the form of Exhibit E, 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 Business Days
prior to the Revolving Credit Termination Date.

       "Taxes" has the meaning given that term in Section 3.10.

      "Term Loan" has the meaning given that term in Section 2.11.

      "Termination  Date"  means the date two years after the  Revolving  Credit
Termination Date.

      "Termination  Event"  means (a) a  Reportable  Event;  (b) the filing of a
notice of intent to terminate a Plan or the  treatment of a Plan  amendment as a
termination under Section 4041 of ERISA or (c) the institution of proceedings to
terminate a Plan by the PBGC under Section 4042 of ERISA,  or the appointment of
a trustee to administer any Plan.

      "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 the consolidated  balance sheet of such Person as of such date, and
in any event shall include (without  duplication):  (a) all Indebtedness of such
Person; (b) all accounts payable 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  real  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;  (f) all Contingent  Obligations of such Person including,
without  limitation,  all Guarantees of Indebtedness by such Person; and (g) all
liabilities of any  Unconsolidated  Affiliate of such Person,  which liabilities
such Person has Guaranteed or is otherwise  obligated on a recourse  basis.  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 a contract  to purchase
or otherwise acquire  unimproved or fully developed real property shall be equal
to (i) the total purchase price payable by such Person under the contract if, at
such time,  the seller of such real property  would be entitled to  specifically
enforce the contract against such Person,  otherwise,  (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. 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 a contract relating to the acquisition of real 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.

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

      "Unconsolidated  Affiliate"  shall mean,  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.  The  term  "Unconsolidated  Affiliate"  shall  also  include  any
Preferred  Stock  Entity  in  which  a  Person  has  made 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.

      "Unencumbered  NOI" means,  for any period,  the  aggregate  Net Operating
Income for such period of  Unencumbered  Pool  Properties and any other Property
which  satisfies the following  requirements:  (a) such Property is owned in fee
simple by only the Parent or a Subsidiary;  (b) neither such  Property,  nor any
interest of the Parent or such Subsidiary  therein, is subject to any Lien other
than Permitted Liens or to any agreement (other than this Agreement or any other
Loan  Document)  that prohibits the creation of any Lien thereon as security for
Indebtedness;  (c) if such  Property is owned by a  Subsidiary,  (i) none of the
Parent's direct or indirect  ownership interest in such Subsidiary is subject to
any Lien  other  than  Permitted  Liens or to any  agreement  (other  than  this
Agreement or any other Loan  Document)  that  prohibits the creation of any Lien
thereon as security for Indebtedness and (ii) the Parent directly, or indirectly
through a Subsidiary,  has the right to take the following  actions  without the
need to obtain the consent of any Person: (A) to create Lien on such Property as
security for  Indebtedness of the Parent or such  Subsidiary,  as applicable and
(B) to sell,  transfer  or  otherwise  dispose  of such  Property;  and (d) such
Property  is  free  of all  structural  defects,  title  defects,  environmental
conditions or other adverse  matters  except for defects,  conditions or matters
individually or collectively which are not material to the profitable  operation
of such Property.

      "Unencumbered  Pool  Certificate"  means a report,  certified by the chief
financial officer of RCLP in the manner provided for in Exhibit P, setting forth
the  calculations  required to establish the Borrowing  Bases of RCLP and of the
Development  Affiliates  as  of  a  specified  date,  all  in  form  and  detail
satisfactory to the Agent.

      "Unencumbered  Pool Properties" means those Eligible  Properties that have
been approved pursuant to Article IV. for inclusion when calculating the Maximum
Loan Availability.

      "Unencumbered  Pool Value" means,  at any time,  the  following  amount as
determined for an Unencumbered Pool Property: if such Unencumbered Pool Property
is (a) a Stabilized Retail Operating  Property,  (i) the Net Operating Income of
such Unencumbered Pool Property for the fiscal quarter most recently ended times
(ii) 4 and  divided  by  (iii)  9.25%;  (b) a  Pre-Stabilized  Retail  Operating
Property,  (i) from the date such  Unencumbered  Pool  Property  is  accepted as
Unencumbered  Pool Property pursuant to Section 4.1. through the last day of the
eighteenth full calendar month  thereafter,  the book value of such Unencumbered
Pool Property,  and (ii) from and after that time: (A) the Net Operating  Income
of such  Unencumbered  Pool Property for the fiscal  quarter most recently ended
times (B) 4 and divided by (C) 9.25%; and (c) a Qualified  Development Property,
the book value of Construction in Process for such  Unencumbered  Pool Property.
For purposes of this definition,  the Unencumbered Pool Value for any period for
any  Unencumbered  Pool  Property  owned by a Subsidiary  of RCLP which is not a
Wholly Owned  Subsidiary  shall be limited to RCLP's  Ownership  Share of (x) if
such  Unencumbered  Pool Property is a Stabilized  Retail Operating  Property or
Pre-Stabilized  Retail Operating Property whose value is calculated under clause
(b)(ii)  above,  the  Unencumbered  Pool  Value  calculated  using  only the Net
Operating Income of such Unencumbered Pool Property distributed to RCLP for such
period,  (y) if such  Unencumbered  Pool  Property  is a  Qualified  Development
Property,  the book value of Construction in Process for such  Unencumbered Pool
Property or (z) if such  Unencumbered  Pool Property is a Pre-Stabilized  Retail
Operating Property whose value is calculated under clause (b)(i) above, the book
value of such Unencumbered Pool Property.

      "Unprotected  Floating  Rate  Debt"  means  all  Indebtedness  of a Person
(including,  without  limitation,  Indebtedness of Unconsolidated  Affiliates of
such Person which  Indebtedness is recourse to such Person) which bears interest
at  a  variable  rate  that  fluctuates   during  the  scheduled  life  of  such
Indebtedness and for which such Person has not obtained Interest Rate Agreements
which effectively cause such variable rates to be equivalent to fixed rates less
than or equal to 9% per annum.

      "Unsecured Indebtedness" means, with respect to a Person, all Indebtedness
of such Person that is not Secured Indebtedness.

      "Unsecured  Liabilities"  means,  as to any Person as of a given date, (a)
all liabilities which would, in conformity with GAAP, be properly  classified as
a liability  on the  consolidated  balance  sheet of such Person as at such date
plus (b) all  Indebtedness  of such  Person (to the extent not  included  in the
preceding  clause (a)) minus (c) all Secured  Indebtedness of such Person.  When
determining the Unsecured  Liabilities of the Parent and its  Subsidiaries:  (i)
the following (to the extent not in excess of $1,500,000 in the aggregate) shall
be excluded:  (A) any amounts  related to  contributions  by RCLP paid in RCLP's
capital stock to the 401(k) plan maintained by RCLP and (B)  contributions  paid
by RCLP to RCLP's  Long-term  Omnibus Plan;  (ii)  accounts  payable and accrued
dividends  payable  shall be included  only to the extent the  aggregate  amount
thereof exceeds the aggregate  amount of unrestricted  cash then reportable on a
consolidated  balance sheet of RCLP;  (iii) accrued property taxes in respect of
real property shall be included only to the extent the aggregate  amount thereof
exceeds the aggregate amount of cash held by RCLP and its Subsidiaries in escrow
for the payment of such taxes at such time and (iv) all Unsecured Liabilities of
the  Development  Affiliates  shall be  included  to the  extent  not  otherwise
included herein.

      "Unsecured  Interest  Expense"  means,  with respect to a Person and for a
given period,  all Interest  Expense for such period  attributable the Unsecured
Indebtedness of such Person.

      "U.S. Realty" means Security Capital U.S. Realty, a Luxembourg societe
       -----------
d'investment a capital variable.

      "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,  together with
its successors and assigns.

      SECTION 1.2.      General; References to Time.
                        ---------------------------

      Unless otherwise indicated,  all accounting terms, ratios and measurements
shall be  interpreted  or  determined  in  accordance  with,  and all  financial
statements required to be delivered under any Loan Document shall be prepared in
accordance  with, GAAP. With respect to any Property which has not been owned by
a Loan Party for a full fiscal quarter,  financial  amounts with respect to such
Property  shall be adjusted  appropriately  to account for such lesser period of
ownership unless  specifically  provided  otherwise  herein.  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,  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 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 Parent or a Subsidiary of such Subsidiary
and a reference  to an  "Affiliate"  means a reference  to an  Affiliate  of any
Borrower.  Unless otherwise indicated,  all references to time are references to
San Francisco, California time.

                           ARTICLE II. CREDIT FACILITY

      SECTION 2.1.      Revolving Loans.
                        ---------------

      (a) Making of Revolving  Loans.  Subject to the terms and  conditions  set
forth in this Agreement and the  limitations  set forth in Section  2.14.,  each
Lender  severally  and not jointly  agrees to make  Revolving  Loans  during the
period from and  including  the  Effective  Date to but  excluding the Revolving
Credit Termination Date, (i) to RCLP in an aggregate principal amount at any one
time  outstanding  up to, but not  exceeding,  such  Lender's  Pro Rata Share of
RCLP's Maximum Loan  Availability  and (ii) to the Development  Affiliates in an
aggregate principal amount at any one time outstanding up to, but not exceeding,
such  Lender's  Pro  Rata  Share of the  Development  Affiliates'  Maximum  Loan
Availability.  Each  borrowing  of  Revolving  Loans  hereunder  shall  be in an
aggregate  principal amount of $1,000,000 and integral  multiples of $100,000 in
excess of that amount (except that any such borrowing of Revolving  Loans may be
in the aggregate  amount of the unused  Commitments,  which Revolving  Loans, if
less than $1,000,000,  must be Base Rate Loans). Within the foregoing limits and
subject to the other terms of this  Agreement,  the Borrowers may borrow,  repay
and reborrow  Revolving Loans.  Upon the Effective Date, all Revolving Loans (as
defined under the Existing Regency Credit  Agreement) then outstanding under the
Existing  Regency Credit Agreement shall be deemed to be Revolving Loans to RCLP
outstanding  hereunder being of the same Types,  and in the case of LIBOR Loans,
having the same Interest Periods. As of the Effective Date, such Revolving Loans
shall be allocated  among the Lenders in accordance  with their  respective  Pro
Rata Shares.  Each Lender  agrees to make such payments to the other Lenders and
any  Person  who  ceased to be a  "Lender"  under the  Existing  Regency  Credit
Agreement  upon the  Effective  Date in such amounts as are  necessary to effect
such allocation. All such payments shall be made to the Agent for the account of
the Person to be paid.

      (b) Requests for  Revolving  Loans.  Not later than 9:00 a.m. at least two
Business  Days prior to a  borrowing  of Base Rate Loans and not later than 9:00
a.m.  at least  three  Business  Days prior to a  borrowing  of LIBOR  Loans,  a
Borrower  shall  deliver  to the Agent a Notice  of  Borrowing.  Each  Notice of
Borrowing  shall specify the identity of the Borrower,  the principal  amount of
the  Revolving  Loan to be  borrowed,  the  date  such  Revolving  Loan is to be
borrowed  (which  must  be a  Business  Day),  the use of the  proceeds  of such
Revolving  Loan, the Type of the requested  Revolving Loan and if such Revolving
Loan is to be a LIBOR Loan, the initial Interest Period for such Revolving Loan.
Each Notice of  Borrowing  shall be  irrevocable  once given and binding on such
Borrower.  Prior to  delivering a Notice of  Borrowing,  a Borrower may (without
specifying  whether a  Revolving  Loan will be a Base Rate Loan or a LIBOR Loan)
request  that the Agent  provide  such  Borrower  with the most recent LIBO Rate
available  to the  Agent.  The Agent  shall  provide  such  quoted  rate to such
Borrower  and to the Lenders on the date of such  request or as soon as possible
thereafter.

      (c) Funding of  Revolving  Loans.  Promptly  after  receipt of a Notice of
Borrowing under Section 2.1.(b),  the Agent shall notify each Lender by telex or
telecopy, or other similar form of transmission of the proposed borrowing.  Each
Lender shall deposit an amount equal to its Pro Rata Share of the Revolving Loan
requested by the applicable  Borrower with the Agent at the Principal Office, in
immediately  available  funds  not  later  than  9:00  a.m.  on the date of such
proposed Revolving Loan. Upon fulfillment of all applicable conditions set forth
herein, the Agent shall make available to such Borrower at the Principal Office,
not later than  12:00  noon on the date of the  requested  Revolving  Loan,  the
proceeds of such  amounts  received  by the Agent.  The failure of any Lender to
deposit  the amount  described  above with the Agent shall not relieve any other
Lender of its  obligations  hereunder  to make its Pro Rata Share of a Revolving
Loan.

      (d) Unless  the Agent  shall have been  notified  by any Lender  that such
Lender will not make  available  to the Agent such  Lender's Pro Rata Share of a
proposed Revolving Loan, the Agent may in its discretion assume that such Lender
has made such Pro Rata Share of such  Revolving  Loan  available to the Agent in
accordance with this Section and the Agent may, if it chooses,  in reliance upon
such  assumption,  make such Pro Rata Share of such  Revolving Loan available to
the applicable Borrower.

      SECTION 2.2.      Bid Rate Loans.
                        --------------

      (a) Bid Rate Loans.  In addition to borrowings of Revolving  Loans, at any
time during the period from the  Effective  Date to but  excluding the Revolving
Credit  Termination Date, and so long as RCLP or the Parent, as the case may be,
continues to maintain an Investment Grade Rating from both S&P and Moody's, each
Borrower may, as set forth in this  Section,  request the Lenders to make offers
to make Bid Rate Loans to such Borrowers in Dollars.  The Lenders may, but shall
have no  obligation  to, make such offers and a Borrower  may, but shall have no
obligation  to,  accept any such offers in the manner set forth in this Section.
Upon the Effective  Date, all Bid Rate Loans owing to a Lender then  outstanding
under the Existing Credit Agreement shall be deemed to be Bid Rate Loans to RCLP
and made by such Lender outstanding hereunder being of the same Types and having
the same Interest Periods.

      (b)  Requests for Bid Rate Loans.  When a Borrower  wishes to request from
the  Lenders  offers to make Bid Rate Loans,  it shall give the 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) on the date four  Business Days
prior to the proposed date of  borrowing,  in the case of a LIBOR  Auction.  The
Agent  shall  deliver  to each  Lender  a copy of each Bid  Rate  Quote  Request
promptly  upon receipt  thereof by the Agent.  A Borrower may request  offers to
make Bid Rate  Loans for up to 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 a separate Bid Rate Quote
Request for a separate  borrowing (a "Bid Rate Borrowing").  Each Bid Rate Quote
Request shall be  substantially in the form of Exhibit I and shall specify as to
each Bid Rate Borrowing, in addition to the identity of the Borrower, all of the
following:

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

            (ii) the aggregate  amount of such Bid Rate Borrowing which shall be
      in a minimum amount of $15,000,000 and integral multiples of $1,000,000 in
      excess  thereof  which  shall  not cause any of the  limits  specified  in
      Section 2.14. 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.

      Each Borrower shall deliver no more than one Bid Rate Quote Request in any
calendar  month and no Bid Rate Quote  Request by a Borrower  shall be delivered
within five  Business  Days of the giving of any other Bid Rate Quote Request by
such  Borrower  or any  other  Borrower,  except  that  the  Borrowers  shall be
permitted to deliver Bid Rate Quote Requests together on the same day.

      (c)   Bid Rate Quotes.
            ---------------

            (i)  Each  Lender  may  submit  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 a Borrower's  request  under  Section
      2.2.(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 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 Agent shall  disregard any Bid Rate Quote  received  after
      such time;  provided that the Lender then acting as the Agent may submit a
      Bid Rate Quote only if it notifies the applicable Borrower of the terms of
      the offer contained  therein not later than 30 minutes prior to the latest
      time by which the Lenders must submit applicable Bid Rate Quotes.  Subject
      to Articles  VI. and X., 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 12.8.(d), however 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.

            (ii)  Each Bid Rate  Quote  shall  be  substantially  in the form of
      Exhibit J 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
            $5,000,000 and integral multiples of $1,000,000 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 applicable 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 Agent.  The 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 applicable  Borrower of
the terms (i) of any Bid Rate Quote  submitted by a Lender that is in accordance
with Section 2.2.(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 Agent unless such subsequent Bid Rate Quote is
submitted  solely to correct a manifest error in such former Bid Rate Quote. The
Agent's  notice to the  applicable  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.

      (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 applicable Borrower shall notify the Agent of its acceptance
      or  nonacceptance  of the offers so  notified  to it  pursuant  to Section
      2.2.(d)  which  notice  shall be in the form of  Exhibit K. 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
      applicable  Borrower  to give such  notice by such time  shall  constitute
      nonacceptance.  A  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  2.2.(b)(ii)  but shall
            not cause the limits specified in Section 2.14. 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 a Borrower shall be in a minimum
            amount of $5,000,000 and integral  multiples of $1,000,000 in excess
            thereof; and

                  (E) no Borrower may accept any offer that fails to comply with
            Section 2.2.(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 Agent
      among such Lenders in proportion to the aggregate principal amount of such
      offers. Determinations by the Agent of the amounts of Bid Rate Loans shall
      be conclusive in the absence of manifest error.

      (f)  Obligation to Make Bid Rate Loans.  The 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 12.8. 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 Agent
at its Principal  Office in immediately  available funds, for the account of the
applicable  Borrower.  The amount so received by the Agent shall, subject to the
terms and conditions of this  Agreement,  be made available to such Borrower not
later  than  12:00  noon on such date by  depositing  the same,  in  immediately
available funds, in an account of such Borrower designated by such Borrower.

      (g)   No Effect on Commitment.  Except for the purpose and to the extent
            -----------------------
expressly stated in Section 2.9., the amount of any Bid Rate Loan made by any
Lender shall not constitute a utilization of such Lender's Commitment.

      SECTION 2.3.      Swingline Loans.
                        ---------------

      (a)  Swingline  Loans.   Subject  to  the  terms  and  conditions  hereof,
including,  without  limitation  Section 2.14., if necessary to meet the various
funding  deadlines of the respective  Borrowers,  the Swingline Lender agrees to
make Swingline Loans to the Borrowers, 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,  the amount of the
Swingline  Commitment.  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  Borrowers  shall  immediately  pay the Agent for the
account of the Swingline Lender the amount of such excess.  Subject to the terms
and conditions of this Agreement,  the Borrowers may borrow,  repay and reborrow
Swingline Loans hereunder.

      (b) Procedure  for  Borrowing  Swingline  Loans.  A Borrower  requesting a
Swingline Loan shall give the Agent and the Swingline  Lender notice pursuant to
a Notice of Swingline  Borrowing delivered to the Swingline Lender 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. 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 will make the  proceeds of such
Swingline Loan available to such Borrower in Dollars,  in immediately  available
funds,  at the account  specified  by such  Borrower in the Notice of  Swingline
Borrowing.

      (c) Interest. Swingline Loans owing by a Borrower shall bear interest at a
per annum rate equal to the Base Rate as in effect  from time to time or at such
other rate or rates as such  Borrower  and the  Swingline  Lender may agree from
time to time in writing.  Interest  payable on Swingline Loans is solely for the
account of the Swingline  Lender.  All accrued and unpaid  interest on Swingline
Loans shall be payable on the dates and in the manner  provided in Section  2.8.
with respect to interest on Base Rate Loans (except as the Swingline  Lender and
a Borrower may  otherwise  agree in writing in  connection  with any  particular
Swingline Loan).

      (d) Swingline  Loan  Amounts,  Etc.  Each  Swingline  Loan shall be in the
minimum  amount of  $1,000,000  and  integral  multiples  of  $100,000 in excess
thereof,  or such other minimum amounts agreed to by the Swingline  Lender and a
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 a Borrower may agree) and in connection with any such prepayment, a Borrower
must give the Swingline  Lender prior written notice thereof no later than 10:00
a.m. on the day prior to the date of such prepayment. The Swingline Loans shall,
in addition to this Agreement, be evidenced by the Swingline Notes.

      (e) Repayment and  Participations of Swingline Loans. Each Borrower agrees
to repay each  Swingline  Loan  borrowed by it within one Business Day of demand
therefor by the Swingline Lender and in any event,  within 5 Business Days after
the date such  Swingline  Loan was made.  Notwithstanding  the  foregoing,  each
Borrower shall repay the entire outstanding principal amount of, and all accrued
but unpaid  interest on, the  Swingline  Loans  borrowed by it on the  Swingline
Termination  Date (or such earlier date as the  Swingline  Lender and a Borrower
may  agree  in  writing).  In lieu of  demanding  repayment  of any  outstanding
Swingline  Loan from a  Borrower,  the  Swingline  Lender may, on behalf of such
Borrower (which hereby  irrevocably  directs the Swingline  Lender to act on its
behalf),  request a  borrowing  of Base Rate Loans from the Lenders in an amount
equal to the principal  balance of such Swingline  Loan. The amount  limitations
contained  in the  second  sentence  of Section  2.1.(a)  shall not apply to any
borrowing of Base Rate Loans made  pursuant to this  subsection.  The  Swingline
Lender  shall give notice to the Agent of any such  borrowing of Base Rate Loans
not later than 9:00 a.m. at least one Business Day prior to the proposed date of
such  borrowing.  Each Lender will make  available to the Agent at the Principal
Office for the account of Swingline Lender, in immediately  available funds, the
proceeds  of the Base Rate Loan to be made by such  Lender.  The Agent shall pay
the proceeds of such Base Rate Loans to the Swingline Lender,  which shall apply
such proceeds to repay such Swingline  Loan. 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  10.1.(g) or  10.1.(h),  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 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 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  10.1.(g) or 10.1.(h)) or the  termination of any Lender's
Commitment,  (iii) the existence (or alleged existence) of an event of condition
which has had or could have a Materially Adverse Effect,  (iv) any breach of any
Loan  Document  by the  Agent,  any  Lender  or any  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.  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 to 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.      Number of Interest Periods.
                        --------------------------

      Anything herein to the contrary notwithstanding, there may be no more than
8 different  Interest Periods with respect to the LIBOR Loans and Bid Rate Loans
of all of the Borrowers on a collective basis outstanding at the same time.

      SECTION 2.5.      Continuation.
                        ------------

      So long as no  Default  or Event of Default  shall  have  occurred  and be
continuing,  each  Borrower may on any Business  Day,  with respect to any LIBOR
Loan borrowed by it, 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 a  Borrower's  giving of a Notice of  Continuation  not
later  than 9:00 a.m.  on the third  Business  Day prior to the date of any such
Continuation  by such Borrower to the Agent.  Promptly after receipt of a Notice
of  Continuation,  the Agent shall notify each Lender by telex or  telecopy,  or
other similar form of transmission of the proposed Continuation.  Such notice by
a 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,  in addition to the identity of the  Borrower,  (a) the 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 Borrowers  once given.  If a Borrower shall fail to select
in a timely  manner a new Interest  Period for any LIBOR Loan  borrowed by it in
accordance with this Section,  such Loan will automatically,  on the last day of
the  current  Interest  Period   therefore,   Convert  into  a  Base  Rate  Loan
notwithstanding failure of such Borrower to comply with Section 2.6. In the case
of the  Continuation of only a portion of a LIBOR Loan, such portion shall be in
the aggregate amount for all of the Lenders of $1,000,000 or integral  multiples
of $100,000 in excess of that amount.

      SECTION 2.6.      Conversion.
                        ----------

      So long as no  Default  or Event of Default  shall  have  occurred  and be
continuing,  each Borrower may on any Business Day, upon such Borrower's  giving
of a Notice of  Conversion  to the Agent,  Convert the entire amount of all or a
portion of a Revolving  Loan borrowed by it of one Type into a Revolving Loan of
another Type. Promptly after receipt of a Notice of Conversion,  the Agent shall
notify each Lender by telex or telecopy,  or other similar form of  transmission
of the proposed Conversion. Any Conversion of a LIBOR Loan into a Base Rate Loan
shall be made on, and only on, the last day of an Interest Period for such LIBOR
Loan. 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 Base Rate
Loans and on the third Business Day prior to the date of any proposed Conversion
into LIBOR Loans.  Subject to the restrictions  specified above,  each Notice of
Conversion shall be by telephone or telecopy confirmed immediately in writing if
by telephone in the form of a Notice of  Conversion  specifying,  in addition to
the identity of the Borrower, (a) the requested date of such Conversion, (b) the
Type  of  Revolving  Loan  to be  Converted,  (c) the  portion  of such  Type of
Revolving  Loan to be Converted,  (d) the Type of Revolving  Loan such Revolving
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  Revolving  Loan.  Each
Notice of Conversion  shall be  irrevocable by and binding on the Borrowers once
given.  Each  Conversion  from a Base Rate Loan to a LIBOR  Loan  shall be in an
aggregate  amount for the  Revolving  Loans of all the  Lenders of not less than
$1,000,000 or integral multiples of $100,000 in excess of that amount.

      SECTION 2.7.      Interest Rate.
                        -------------

      (a) All  Loans.  The  unpaid  principal  of each Base Rate Loan shall bear
interest  from the date of the making of such Loan to but not including the date
of  repayment  thereof at a rate per annum equal to the Base Rate in effect from
day to day plus the Applicable  Margin.  The unpaid principal of each LIBOR Loan
shall  bear  interest  from  the  date of the  making  of  such  Loan to but not
including  the date of  repayment  thereof at a rate per annum equal to the LIBO
Rate for such Loan for the Interest Period therefor plus the Applicable  Margin.
The unpaid  principal  of each  Absolute  Rate Loan shall bear  interest  at the
Absolute  Rate for such  Loan for the  Interest  Period  therefor  quoted by the
Lender making such Loan in accordance with Section 2.2. The unpaid  principal of
each LIBOR  Margin  Loan shall bear  interest at the LIBO Rate for such Loan for
the Interest  Period  therefor plus the LIBOR Margin quoted by the Lender making
such Loan in accordance with Section 2.2.

      (b) Default Rate. All past-due  principal of, and to the extent  permitted
by  Applicable  Law,  interest on, the Loans and all  Reimbursement  Obligations
shall bear interest until paid at the Base Rate from time to time in effect plus
four percent (4%).

      SECTION 2.8.      Repayment of Loans.
                        ------------------

      (a) Payment of  Interest.  All  accrued and unpaid  interest on the unpaid
principal  amount of each Loan shall be  payable  (i) in the case of a Base Rate
Loan or a LIBOR  Loan,  monthly  in  arrears  on the  first  day of each  month,
commencing  with the first full  calendar  month  occurring  after the Effective
Date,  (ii) in the case of a Bid  Rate  Loan,  on the last day of each  Interest
Period therefor and, if such Interest Period is longer than a month,  monthly in
arrears on the first day of each month,  commencing with the first full calendar
month following the first day of such Interest Period,  and (iii) for all Loans,
(A) on the Revolving  Credit  Termination  Date, (B) on the Termination Date and
(C) on any date on which the  principal  balance of such Loan is due and payable
in full.

      (b)   Payment of Principal of Revolving Loans.  Subject to Section 2.11.,
            ---------------------------------------
each Borrower  shall repay the aggregate  outstanding  principal  balance of all
Revolving Loans borrowed by it in full on the Revolving Credit Termination Date.

      (c) Bid Rate  Loans.  Each  Borrower  shall  repay the entire  outstanding
principal  amount  of each Bid Rate Loan  borrowed  by it on the last day of the
Interest Period of such Bid Rate Loan.

      (d) Payment of  Principal  of Term Loans.  Each  Borrower  shall repay the
aggregate  principal  balance  of the Term  Loans  owing  by it in  eight  equal
consecutive quarterly  installments due on the first day of June first following
the date of conversion of such  Borrower's  Revolving Loans into such Term Loans
and on the  first day of each  subsequent  September,  December,  March and June
until such Term  Loans are paid in full.  Each  installment  owing by a Borrower
shall be in an amount equal to  one-eighth  of the initial  aggregate  principal
balance of the Term Loans owing by such Borrower. Notwithstanding the foregoing,
the  entire  outstanding  principal  balance  of each Term Loan shall be due and
payable in full on the Termination Date.

      (e) Optional Prepayments. A Borrower may, upon at least one Business Day's
prior notice to the Agent,  prepay any Revolving Loan or Term Loan owing by such
Borrower in whole at any time,  or from time to time in part in an amount  equal
to $500,000  or integral  multiples  of  $100,000 in excess of that  amount,  by
paying  the  principal  amount to be  prepaid.  If a Borrower  shall  prepay the
principal  of any LIBOR Loan on any date other than the last day of the Interest
Period  applicable  thereto,  such Borrower  shall pay the amounts,  if any, due
under  Section  5.4.  Bid Rate  Loans may not be  prepaid  at the  option of the
Borrowers.

      (f)   Mandatory Prepayments.
            ---------------------

            (i) If at any time the aggregate  outstanding  principal  balance of
      Loans and the aggregate  amount of Letter of Credit  Liabilities  owing by
      RCLP exceeds RCLP's Maximum Loan Availability,  then RCLP shall, within 15
      days of RCLP obtaining  actual knowledge of the occurrence of such excess,
      deliver  to the Agent and each  Lender a written  plan  acceptable  to the
      Lenders to eliminate such excess, whether by the designation of additional
      Properties  as  Unencumbered   Pool   Properties,   by  RCLP  repaying  an
      appropriate  amount  of  Loans,  or  otherwise.  If  such  excess  is  not
      eliminated  within  45 days  of RCLP  obtaining  actual  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 Collateral  Account,
      shall be immediately due and payable in full.

            (ii) If at any time the aggregate  outstanding  principal balance of
      Loans and the aggregate  amount of Letter of Credit  Liabilities  owing by
      the Development  Affiliates  exceeds the Development  Affiliates'  Maximum
      Loan Availability,  then the Development  Affiliates shall, within 15 days
      of any Development  Affiliate obtaining actual knowledge of the occurrence
      of such  excess,  deliver  to the  Agent and each  Lender a  written  plan
      acceptable  to the  Lenders  to  eliminate  such  excess,  whether  by the
      designation of additional  Properties as Unencumbered Pool Properties,  by
      the  Development  Affiliates  or RCLP  repaying an  appropriate  amount of
      Loans,  or otherwise.  If such excess is not eliminated  within 45 days of
      any Development  Affiliate  obtaining  actual  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  Collateral  Account,
      shall be immediately due and payable in full.

            (iii)  If  at  any  time  the  aggregate  principal  amount  of  all
      outstanding  Bid Rate Loans exceeds the lesser of (A)  $250,000,000 or (B)
      one-half of the aggregate amount of all Commitments at such time, then the
      Borrowers obligated in respect of any Bid Rate Loans shall immediately pay
      to the Agent for the accounts of the applicable Lenders the amount of such
      excess. Such payment shall be applied as provided in Section 3.3.(f).

      (g) General  Provisions  as to  Payments.  Except to the extent  otherwise
provided  herein,  all payments of  principal,  interest and other amounts to be
made by a Borrower  under this  Agreement,  the Notes or any other Loan Document
shall be made in  Dollars,  in  immediately  available  funds,  without  setoff,
deduction or counterclaim,  to the Agent at the Principal Office, 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). Each payment received by the Agent for the account of
a Lender  under this  Agreement  or any Note shall be paid to such Lender (i) on
the date of receipt by the Agent if  received  not later than 11:00 a.m.  on the
due date of such  payment or (ii) not later than the  Business  Day  immediately
following  the date of receipt by the Agent if received  after 11:00 a.m. on the
due date of such  payment.  Such payments by the Agent shall be paid to a Lender
by wire transfer of immediately  available  funds in accordance  with the wiring
instructions  provided  by such  Lender to the Agent from time to time,  for the
account of such Lender at the applicable  Lending Office of such Lender.  In the
event the Agent fails to pay such amounts to such Lender  within the time period
provided in the  immediately  preceding  clause (i) or (ii), as applicable,  the
Agent shall pay interest on such amount 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  continue to accrue at the rate,  if any,  applicable to
such payment for the period of such extension.

      SECTION 2.9.      Voluntary Reductions of the Commitments.
                        ---------------------------------------

      The Borrowers may terminate or reduce the amount of the  Commitments  (for
which  purpose use of the  Commitments  shall be deemed to include the aggregate
principal  amount of all  outstanding Bid Rate Loans and Swingline Loans and the
aggregate amount of all Letter of Credit  Liabilities) at any time and from time
to time without  penalty or premium upon not less than five  Business Days prior
notice  from all of the  Borrowers  to the  Agent of each  such  termination  or
reduction,  which notice shall specify the effective date thereof and the amount
of any  such  reduction  (which  in the  case of any  partial  reduction  of the
Commitments  shall  not be  less  than  $5,000,000  and  integral  multiples  of
$5,000,000 in excess of that amount in the  aggregate)  and shall be irrevocable
once given and effective only upon receipt by the Agent. The  Commitments,  once
reduced pursuant to this Section, may not be increased.  Each Borrower shall pay
all interest and fees on the Revolving  Loans borrowed by it accrued to the date
of such reduction or termination of the Commitments to the Agent for the account
of the Lenders.  Any reduction in the aggregate amount of the Commitments  shall
result  in a  proportionate  reduction  (rounded  to the  next  lowest  integral
multiple  of multiple  of  $100,000)  in the  Swingline  Commitment  and the L/C
Commitment Amount.

      SECTION 2.10.     Extension of Revolving Credit Termination Date.
                        ----------------------------------------------

      (a) The  Borrowers  may request that the Agent and the Lenders  extend the
current Revolving Credit  Termination Date by successive  one-year  intervals by
all of the Borrowers  executing and delivering to the Agent at least 60 days but
no more than 90 days prior to the date one year prior to the  current  Revolving
Credit  Termination  Date,  a  written  request  in the  form of  Exhibit  M (an
"Extension  Request").  The Agent  shall  forward to each  Lender a copy of each
Extension Request  delivered to the Agent promptly upon receipt thereof.  If all
of the Lenders shall have notified the Agent on or prior to the date which is 30
days  prior  to the  date  one  year  prior  to  the  current  Revolving  Credit
Termination Date that they accept such Extension  Request,  the Revolving Credit
Termination  Date shall be extended  for one year.  If any Lender shall not have
notified  the Agent on or prior to the date  which is 30 days  prior to the date
one year prior to the  Revolving  Credit  Termination  Date that it accepts such
Extension  Request,  the Revolving Credit Termination Date shall not be extended
except as otherwise  permitted under the immediately  following  subsection (b).
The Agent shall promptly notify the Borrowers  whether the Extension Request has
been accepted or rejected as well as which Lender or Lenders rejected Borrowers'
Extension  Request  (each such Lender,  a  "Rejecting  Lender").  Each  Borrower
understands  that this  Section  has been  included  in this  Agreement  for the
Borrowers'  convenience in requesting an extension and acknowledges that none of
the Lenders nor the Agent has promised (either expressly or impliedly),  nor has
any  obligation  or  commitment  whatsoever,  to  extend  the  Revolving  Credit
Termination Date at any time.

      (b) Notwithstanding the preceding subsection (a), if the Borrowers receive
notification  from the Agent that an  Extension  Request  has been  rejected  (a
"Notice  of  Rejection"),   and  provided  that  the  aggregate  amount  of  all
Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount
of Commitments then  outstanding,  the Borrowers may elect, with respect to each
such Rejecting Lender, by giving written notice from all of the Borrowers to the
Agent of any such  election  within 15 days after  receipt by the Borrowers of a
Notice of Rejection,  to either (i) require such Rejecting  Lender to assign its
respective Commitment to an Eligible Assignee as contemplated in the immediately
following clause (x) or (ii) pay in full the amount of Loans, interest and fees,
together with all amounts,  if any,  payable  under Section 5.4.,  owing to such
Rejecting   Lender  and  terminate   such  Rejecting   Lender's   Commitment  as
contemplated in the immediately following clause (y). If the Borrowers have made
a timely  election as permitted by the  preceding  sentence,  then the Borrowers
shall take either of the following  actions as specified in such  election:  (x)
demand that such Rejecting  Lender,  and upon such demand such Rejecting  Lender
shall be obligated to, assign its respective  Commitment to an Eligible Assignee
subject to and in  accordance  with the  provisions  of Section  12.8.(c)  for a
purchase  price  equal  to  the  aggregate   principal  balance  of  Loans  then
outstanding  and owing to such  Rejecting  Lender  plus any  accrued  but unpaid
interest thereon and accrued but unpaid fees owing to such Rejecting Lender, any
such assignment to be effective as of the current  Revolving Credit  Termination
Date without having given effect to the pending  Extension Request (the "Current
Revolving Credit Termination Date") or (y) effective as of the Current Revolving
Credit  Termination  Date, pay to such Rejecting Lender the aggregate  principal
balance of Loans then  outstanding  and owing to such Rejecting  Lender plus any
accrued  but unpaid  interest  thereon and accrued but unpaid fees owing to such
Rejecting Lender, together with all amounts, if any, payable under Section 5.4.,
whereupon such Rejecting Lender's Commitment shall terminate, and such Rejecting
Lender  shall no longer  be a party  hereto  or have any  rights or  obligations
hereunder  or under any of the other Loan  Documents.  None of the  Agent,  such
Rejecting  Lender,  or any other Lender shall be obligated in any way whatsoever
to initiate any such  replacement  or to assist in finding an  Assignee.  If the
Borrowers  have elected to cause all  Rejecting  Lenders  either to assign their
Commitments to Eligible Assignees as contemplated by the preceding clause (x) or
to be  paid  the  amounts  specified  in the  preceding  clause  (y),  then  the
Borrowers'  Extension  Request which was initially  rejected  shall be deemed to
have been granted and accordingly the Revolving Credit Termination Date shall be
extended by one year,  otherwise the Revolving Credit Termination Date shall not
be extended.  If the aggregate  amount of Commitments  of the Rejecting  Lenders
exceeds  20% of the  aggregate  amount  of  Commitments  then  outstanding,  the
Revolving Credit Termination Date shall not be extended.

      SECTION 2.11.     Term Loan Conversion.
                        --------------------

      Subject to the terms and  conditions of this  Agreement,  if any Extension
Request of the  Borrowers  shall be  denied,  all (but not less than all) of the
Borrowers  may then  elect  to  convert  each  Lender's  Pro  Rata  Share of the
aggregate principal amount of Revolving Loans of each such Borrower  outstanding
on the date one year prior to the current Revolving Credit Termination Date into
a term loan owing by such Borrower to such Lender (each a "Term Loan")  provided
(a) the  Borrowers  have  given the Agent at least 15 days  prior  notice of the
Borrowers'  intention to so convert the Revolving  Loans and (b) the  conditions
set forth in Section 6.3.  have been  satisfied as of the date one year prior to
the  current  Revolving  Credit  Termination  Date.  Subject  to the  terms  and
conditions  hereof,  any such  conversion  shall be effective as of the date one
year  prior  to  the  current  Revolving  Credit   Termination  Date.  Upon  the
effectiveness  of  the  conversion  of  the  outstanding  principal  balance  of
Revolving  Loans  of the  Borrowers  into  Term  Loans as  contemplated  by this
Section,  no Borrower  shall have any right to borrow,  and no Lender shall have
any obligation to make, any Revolving Loans.

      SECTION 2.12.     Notes.
                        -----

      The Revolving Loans and the Term Loan owing by a Borrower and made by each
Lender  shall,  in  addition  to  this  Agreement,  also  be  evidenced  by such
Borrower's  Revolving  Note. The Bid Rate Loans made by any Lender to a Borrower
shall, in addition to this  Agreement,  also be evidenced by such Borrower's Bid
Rate Note.

      SECTION 2.13.     Option to Replace Lenders.
                        -------------------------

      If any Lender, other than the Agent in its capacity as such, shall:

      (a)   have notified Agent of a determination under Section 5.1.(a) or
become subject to the provisions of Section 5.3.; or

      (b)   make any demand for payment or reimbursement pursuant to Section
5.1.(c) or Section 5.4.;

then,  provided  that (x)  there  does not then  exist any  Default  or Event of
Default  and (y) the  circumstances  resulting  in such  demand  for  payment or
reimbursement  under  Section  5.1.(c) or Section 5.4. or the  applicability  of
Section  5.1.(a) or Section 5.3.  are not  applicable  to the  Majority  Lenders
generally,  the Borrowers may either (x) demand that such Lender,  and upon such
demand  such Lender  shall  promptly,  assign its  respective  Commitment  to an
Eligible  Assignee  subject to and in accordance  with the provisions of Section
12.8.(c) for a purchase price equal to the aggregate  principal balance of Loans
then  outstanding  and owing to such Lender plus any accrued but unpaid interest
thereon and accrued but unpaid fees owing to such Lender, any such assignment to
be  completed   within  30  days  after  the  making  by  such  Lender  of  such
determination  or demand  for  payment or (y) within 30 days after the making by
such  Lender of such  determination  or demand for  payment,  pay to Agent,  for
deposit into the Collateral  Account,  an amount equal to such Lender's Pro Rata
Share of all outstanding Letter of Credit Liabilities and pay to such Lender the
aggregate  principal  balance of Loans then outstanding and owing to such Lender
plus any accrued but unpaid  interest  thereon and accrued but unpaid fees owing
to such Lender,  whereupon such Lender's  Commitment shall  terminate,  and such
Lender  shall no longer  be a party  hereto  or have any  rights or  obligations
hereunder  or under any of the other Loan  Documents.  None of the  Agent,  such
Lender, or any other Lender shall be obligated in any way whatsoever to initiate
any such replacement or to assist in finding an Assignee.

      SECTION 2.14.     Amount Limitations.
                        ------------------

      Notwithstanding  any  other  term  of this  Agreement  or any  other  Loan
Document, at no time may:

      (a) The aggregate  principal  amount of all outstanding  Revolving  Loans,
together with the aggregate principal amount of all outstanding Swingline Loans,
the aggregate  amount of all outstanding Bid Rate Loans and the aggregate amount
of all  Letter of Credit  Liabilities,  in each  case  owing by RCLP  (excluding
Obligations of the Development  Affiliates for which RCLP is obligated  pursuant
to Section 12.16.), exceed RCLP's Maximum Loan Availability at such time; or

      (b) The aggregate  principal  amount of all outstanding  Revolving  Loans,
together with the aggregate principal amount of all outstanding Swingline Loans,
the aggregate  amount of all outstanding Bid Rate Loans and the aggregate amount
of all  Letter of Credit  Liabilities,  in each  case  owing by the  Development
Affiliates, exceed the Development Affiliates' Maximum Loan Availability at such
time; or

      (c) The  aggregate  principal  amount of all  outstanding  Bid Rate  Loans
exceed the lesser of (i)  $250,000,000 or (ii) one-half of the aggregate  amount
of all Commitments at such time.

      SECTION 2.15.     Letters of Credit.
                        -----------------

      (a)  Letters  of  Credit.  Subject  to the  terms and  conditions  of this
Agreement including, without limitation,  Section 2.14., the Agent, on behalf of
Lenders, agrees to issue for the account of the Borrowers during the period from
and  including  the  Effective  Date to, but  excluding,  the  Revolving  Credit
Termination  Date one or more  letters of credit  (each a "Letter of Credit") in
such form and  containing  such terms as may be requested from time to time by a
Borrower and acceptable to the Agent, 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, terms
and  conditions  of each  Letter of  Credit,  and of any  drafts or  acceptances
thereunder,  shall  be  subject  to  approval  by the  Agent  and  the  Borrower
requesting such Letter of Credit. Notwithstanding the foregoing, in no event may
(i) the  expiration  date of any Letter of Credit  extend  beyond the  Revolving
Credit  Termination  Date, (ii) any Letter of Credit have an initial duration in
excess of one year or (iii) a Letter  of Credit be issued  within 30 days of the
Revolving Credit  Termination  Date. The initial Stated Amount of each Letter of
Credit shall be at least $25,000.

      (c)  Requests for Issuance of Letters of Credit.  In  connection  with the
proposed  issuance of a Letter of Credit,  a Borrower  shall give Agent  written
notice  (or  telephonic  notice  promptly  confirmed  in  writing)  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,
in addition to the  identity of the Borrower  requesting  such Letter of Credit,
(i) the proposed initial Stated Amount, (ii) the beneficiary, (iii) whether such
Letter  of Credit  is a  commercial  or  standby  letter of credit  and (iv) the
proposed  expiration  date. A Borrower  requesting a Letter of Credit shall also
execute and deliver  such  customary  applications  and  agreements  for standby
letters  of  credit,  standby  letter of  credit  agreements,  applications  for
amendment to letter of credit, and other forms as requested from time to time by
the Agent.  Provided such Borrower has given the notice  prescribed by the first
sentence of this  subsection and such Borrower has executed and delivered to the
Agent  the  agreements,   applications  and  other  forms  as  required  by  the
immediately preceding sentence of this subsection,  and subject to the terms and
conditions of this  Agreement,  including  the  satisfaction  of any  applicable
conditions  precedent  set forth in Article  VI.,  the Agent agrees to 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 5 Business  Days
following  the date after  which the Agent  received  the items  required  to be
delivered to it under this  subsection.  Upon the written request of a Borrower,
the Agent  shall  deliver  to such  Borrower  a copy of (i) any Letter of Credit
proposed to be issued  hereunder  at the request of such  Borrower  prior to the
issuance  thereof and (ii) each  Letter of Credit  issued at the request of such
Borrower  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 the Letter of Credit Document shall control.

      (d)  Reimbursement  Obligations.  Upon  receipt  by  the  Agent  from  the
beneficiary of a Letter of Credit of any demand for payment under such Letter of
Credit,  the Agent shall  promptly  notify the Borrower  for whose  account such
Letter of Credit was issued of the amount to be paid by the Agent as a result of
such  demand  and the date on which  payment  is to be made by the Agent to such
beneficiary in respect of such demand. Each Borrower hereby  unconditionally and
irrevocably  agrees to pay and reimburse the Agent for the amount of each demand
for payment  under each Letter of Credit issued for the account of such Borrower
at or  prior  to the date on  which  payment  is to be made by the  Agent to the
beneficiary   thereunder,   without  presentment,   demand,   protest  or  other
formalities of any kind.  Upon receipt by the Agent of any payment in respect of
any  Reimbursement  Obligation,  the Agent agrees to pay to each Lender that has
acquired a participation  therein under the second sentence of Section  2.15.(f)
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 for whose account such
Letter of Credit was issued shall advise the Agent  whether or not such Borrower
intends to borrow hereunder to finance its obligation to reimburse the Agent for
the amount of the related  demand for payment  and,  if it does,  such  Borrower
shall submit a timely  request for such  borrowing as provided in the applicable
provisions of this  Agreement.  If a Borrower fails to reimburse the Agent for a
demand for  payment  under a Letter of Credit by the date of such  payment,  the
Agent  shall give each  Lender  prompt  notice  thereof and of the amount of the
demand for payment, specifying such Lender's Pro Rata Share of the amount of the
related demand for payment.

      (f)  Lenders'  Participation  in Letters of Credit.  Immediately  upon the
issuance  by the Agent of any Letter of Credit  each  Lender  shall be deemed to
have  irrevocably  and  unconditionally  purchased  and received from the 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  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 Agent to pay and discharge  when
due, such Lender's Pro Rata Share of the Agent's  liability under such Letter of
Credit. In addition, upon the making of each payment by a Lender to the Agent in
respect of any Letter of Credit pursuant to the immediately following subsection
(g), such Lender shall, automatically and without any further action on the part
of the Agent or such Lender,  acquire (i) a participation  in an amount equal to
such  payment  in  the  Reimbursement  Obligation  owing  to  the  Agent  by the
applicable 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 such  Borrower in respect of such  Reimbursement  Obligation
(other than fees owing only to the Agent).

      (g) Payment Obligation of Lenders.  Each Lender severally agrees to pay to
the Agent on demand in immediately available funds in Dollars the amount of such
Lender's  Pro Rata Share of each  drawing paid by the Agent under each Letter of
Credit to the extent such  amount is not  reimbursed  by a Borrower  pursuant to
Section  2.15.(d)  and (e) or the other  Letter of Credit  Documents.  Each such
Lender's  obligation to make such  payments to the Agent under this  subsection,
and the 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 any
Borrower, (iii) the existence of any Default or Event of Default,  including any
Event of Default described in Section 10.1.(g) or (h) or (iv) the termination of
the  Commitments.  Each such  payment  to the Agent  shall be made  without  any
offset, abatement, withholding or deduction whatsoever.

      (h) 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 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 Borrowers
assume  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 Agent nor any of
Lenders shall be responsible (i) for 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) for 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) for 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) for 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) for errors in interpretation of
technical terms;  (vi) for 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) for the misapplication by the beneficiary of any
such  Letter of Credit,  or the  proceeds  of any  drawing  under such Letter of
Credit;  and (viii) for any consequences  arising from causes beyond the control
of the Agent or the Lenders.  None of the above shall affect,  impair or prevent
the vesting of any of the Agent's rights or powers  hereunder.  Any action taken
or omitted to be taken by the 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 Agent any liability to any Borrower or
any Lender.  In this  connection,  the obligation of a Borrower to reimburse the
Agent for any drawing made under any Letter of Credit  issued for the account of
such Borrower 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:   (i)  any  lack  of  validity  or
enforceability  of any  Letter  of  Credit  Document  or any term or  provisions
therein; (ii) any amendment or waiver of or any consent to departure from all or
any of the Letter of Credit Documents; (iii) the existence of any claim, setoff,
defense or other  right  which any  Borrower  may have at any time  against  the
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;  (iv) any
breach of contract or dispute between any Borrower, the Agent, any Lender or any
other Person; (v) 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;  (vi) any  non-application  or
misapplication  by the  beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; (vii) payment by the 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  (viii)  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 any Borrower's Reimbursement Obligations.

      (i)  Amendments,  Etc.  The  issuance  by  the  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,  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 Majority  Lenders shall
have consented thereto.

      (j) Information to Lenders. Promptly following the issuance of any Letters
of Credit, the Agent shall deliver to the Borrower for whose account such Letter
of Credit was issued,  and each Lender 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  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 Agent shall have no
duty to notify Lenders regarding the issuance or other matters regarding Letters
of Credit issued hereunder. The failure of the Agent to perform its requirements
under this subsection  shall not relieve any Lender from its  obligations  under
Section 2.15.(g).

      (k) Effect of Letters of Credit on  Commitments.  Upon the issuance by the
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 such Lender's Pro Rata
Share  of  the  Stated  Amount  of  such  Letter  of  Credit  plus  any  related
Reimbursement Obligations then outstanding.

      (l)  Termination  of Agreement  Prior to  Expiration of Letters of Credit;
Letter of Credit  Liabilities in Excess of L/C Commitment Amount. If on the date
(the  "Facility   Termination  Date")  this  Agreement  is  terminated  (whether
voluntarily,  by reason of the  occurrence  of an Event of Default or otherwise)
any Letters of Credit are  outstanding,  each  Borrower  shall,  on the Facility
Termination Date, pay to the Agent an amount of money equal to the Stated Amount
of such  Letter(s) of Credit issued for the account of such  Borrower,  together
with the amount of any fees which would otherwise be payable by such Borrower to
the Agent or the  Lenders  in  respect  of such  Letters  of Credit  but for the
occurrence of the Facility  Termination  Date for deposit into a the  Collateral
Account.  If at any time the aggregate Stated Amount of all outstanding  Letters
of Credit shall exceed the L/C Commitment  Amount then in effect,  the Borrowers
shall pay on demand to the Agent for  deposit  into the  Collateral  Account  an
amount equal to such excess.  If a drawing pursuant to any such Letter of Credit
occurs  on or  prior to the  expiration  date of such  Letter  of  Credit,  each
Borrower authorizes the Agent to disburse the monies deposited in the Collateral
Account to make payment to the beneficiary  with respect to such drawing.  If no
drawing occurs on or prior to the expiration  date of any such Letter of Credit,
the Agent shall return to the  Borrower for whose  account such Letter of Credit
was issued the monies  deposited in the Collateral  Account with respect to such
outstanding  Letter of Credit on or before the date 30  Business  Days after the
expiration date with respect to such Letter of Credit.

      (m)  Additional  Costs in Respect of Letters of Credit.  If as a result of
the  adoption  of any  Applicable  Law or  guideline  of  general  applicability
regarding  capital  adequacy,  or  any  change  therein,  or any  change  in the
interpretation or administration thereof by any Governmental Authority,  central
bank or comparable  agency  charged with the  interpretation  or  administration
thereof,  or if as a  result  of  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 Agent of issuing (or any Lender 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 Agent or any Lender
hereunder in respect of any Letter of Credit,  then, upon demand by the Agent or
such Lender, the applicable Borrowers shall pay immediately to the Agent or such
Lender, as applicable,  from time to time as specified by the Agent or a Lender,
such  additional  amounts as shall be sufficient to compensate the Agent or such
Lender for such increased costs or reductions in amount.

                      ARTICLE III. GENERAL LOAN PROVISIONS

      SECTION 3.1.      Fees.
                        ----

      (a) Facility Fee.  During the period  commencing on the Agreement  Date to
but excluding the Revolving Credit  Termination  Date, the Borrowers jointly and
severally  agree to pay the Agent for the account of the Lenders a facility  fee
equal to the daily aggregate amount of the Commitments (whether or not utilized)
times a rate per annum  equal to the  Applicable  Facility  Fee.  Such fee shall
accrue  through  the last day of each  calendar  quarter and shall be payable in
arrears  on the fifth  day  following  the end of such  calendar  quarter.  Each
Borrower  acknowledges  that the fee payable hereunder is a bona fide commitment
fee and is intended as reasonable  compensation to the Lenders for committing to
make funds  available  to the  Borrowers  as  described  herein and for no other
purposes.

      (b) Extension  Fee. If,  pursuant to Section 2.10.,  the Revolving  Credit
Termination Date is extended,  the Borrowers  jointly and severally agree to pay
to the Agent for the account of each Lender  (other than a Rejecting  Lender) an
extension  fee equal to one-fifth  of one percent  (0.20%) of the amount of such
Lender's  Commitment  at such  time.  Such fee shall be payable on the date five
days  following the sooner of the date on which the Agent notified the Borrowers
of such extension or the date on which such extension is effective.

      (c)  Term  Loan  Conversion  Fee.  If,  pursuant  to  Section  2.11.,  the
outstanding  balance of Revolving  Loans owing by a Borrower is  converted  into
Term  Loans,  such  Borrower  agrees to pay to the Agent for the account of each
Lender a conversion fee equal to one-quarter of one percent (0.25%) per annum of
the outstanding principal balance of such Lender's Term Loan to such Borrower on
the first  anniversary of the date of the conversion of the Revolving Loans into
the Term Loans, such fee to be payable on such anniversary date.

      (d) Bid Rate Loan Fees. Each Borrower agrees to pay to the Agent such fees
for  services  rendered  by the Agent in  connection  with the Bid Rate Loans as
shall be separately agreed upon between such Borrower and the Agent.

      (e)   Agent's Fees. The Borrowers jointly and severally agree to pay to
            ------------
the Agent such fees for  services  rendered by the Agent as shall be  separately
agreed upon between the Borrowers and the Agent.

      (f) Letter of Credit Fees.  Each  Borrower  agrees to pay to the Agent for
account of each  Lender and the Agent a letter of credit fee at a rate per annum
equal to the Applicable  Margin for LIBOR Loans  multiplied by the Stated Amount
of each Letter of Credit issued for the account of such Borrower, on the date of
issuance of such Letter of Credit and on each annual  anniversary of the date of
issuance  thereof until such Letter of Credit has expired.  The fee provided for
in the immediately preceding sentence shall be nonrefundable. The Agent shall be
entitled  to deduct  from such  Letter of Credit  fees,  and  retain for its own
account,  an amount equal to  one-quarter  of one percent  (0.25%) of the Stated
Amount of each Letter of Credit.  Each  Borrower  shall also directly pay to the
Agent all commissions,  charges,  costs and expenses in the amounts  customarily
charged by the Agent from time to time in like circumstances with respect to the
issuance  of each  Letter of Credit  issued for the  account  of such  Borrower,
drawings, amendments and other transactions relating thereto.

      SECTION 3.2.      Computation of Interest and Fees.
                        --------------------------------

      Unless set forth to the contrary herein, accrued interest on the Loans and
the Letter of Credit Liabilities and all fees due hereunder shall be computed on
the basis of a year of 360 days and paid for the actual  number of days  elapsed
(including the first day but excluding the last day of a period).

      SECTION 3.3.      Pro Rata Treatment.
                        ------------------

      Except to the extent otherwise  provided  herein:  (a) each borrowing from
the Lenders  under  Section  2.1.(a) and Section  2.3.(e) shall be made from the
Lenders,  each payment of the fees under  Sections  3.1.(a)  through (c) and the
first sentence of Section 3.1. (f) shall be made for account of the Lenders, and
each  termination  or reduction of the amount of the  Commitments  under Section
2.9.  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 a Borrower  shall be made for
account  of the  Lenders  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 or prepayment of principal of Term Loans by a Borrower shall be
made for  account of the  Lenders  pro rata in  accordance  with the  respective
unpaid  principal  amounts  of the Term Loan then  owing to each of them by such
Borrower;  (d) each payment of interest on  Revolving  Loans and Term Loans by a
Borrower  shall be made for account of the Lenders pro rata in  accordance  with
the amounts of  interest  on such Loans then due and  payable to the  respective
Lenders;  (e) the making of Revolving Loans, and the Conversion and Continuation
of Revolving Loans and Term 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 Revolving  Loans) or their  respective  Loans (in the case of Conversions and
Continuations  of Revolving  Loans or Term Loans) and the then current  Interest
Period for each  Lender's  portion of each  Revolving  Loan or Term Loan of such
Type shall be coterminous; (f) each prepayment of principal of Bid Rate Loans by
a Borrower  pursuant to Section 2.8.(f) shall be made for account of the Lenders
then  owed  Bid Rate  Loans by such  Borrower  pro rata in  accordance  with the
respective  unpaid  principal  amounts  of the Bid Rate Loans then owing to each
such Lender by such  Borrower;  (g) 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  (h)  the  Lenders'
participation in, and payment obligations in respect of, Letters of Credit under
Section  2.15.,   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.(e)).

      SECTION 3.4.      Sharing of Payments, Etc.
                        ------------------------
      Each Borrower agrees that, in addition to (and without  limitation of) any
right of set-off,  bankers' lien or  counterclaim  a Lender may otherwise  have,
each Lender shall be entitled, at its option, upon the occurrence and during the
continuance  of an Event of Default  but subject to the  Agent's  prior  written
consent,  to offset  balances held by it for the account of such Borrower at any
of such  Lender's  offices,  in Dollars or in any other  currency,  against  any
principal of, or interest on, any of such Lender's  Loans owing by such Borrower
hereunder (or other Obligations owing by such Borrower to such Lender hereunder)
which is not paid when due  (regardless of whether such balances are then due to
such  Borrower),  in which case such Lender shall promptly notify such Borrower,
all other  Lenders  and the Agent  thereof;  provided,  however,  such  Lender's
failure to give such notice shall not affect the  validity of such offset.  If a
Lender shall obtain  payment of any principal of, or interest on, any Loan under
this  Agreement,  or shall  obtain  payment on any other  Obligation  owing by a
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 a Borrower or any
other Loan Party to a Lender not in accordance  with the terms of this Agreement
and such  payment,  pursuant to the  immediately  preceding  Section,  should be
distributed to all or some of the Lenders in accordance with such Section,  such
Lender shall promptly purchase from such 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,  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  expenses  which may be incurred by such Lender in obtaining
or preserving such benefit) in accordance with the requirements of such Section.
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.  Each  Borrower  agrees  that  any  Lender  so
purchasing  a  participation   (or  direct  interest)  in  the  Loans  or  other
Obligations  owed by such Borrower to such other Lenders may exercise all rights
of set-off,  bankers' lien,  counterclaim or similar rights with 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 any Borrower.

      SECTION 3.5.      Defaulting Lenders.
                        ------------------

      If for any reason any Lender (a "Defaulting  Lender") shall fail or refuse
to perform 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 5 Business Days after notice from the Agent,  then, in
addition to the rights and  remedies  that may be  available to the Agent or the
Borrowers 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 Agent or to be taken
into account in the calculation of Majority  Lenders,  shall be suspended during
the  pendency of such  failure or refusal.  If for any reason a Lender  fails to
make timely payment to the Agent of any amount  required to be paid to the Agent
hereunder (without giving effect to any notice or cure periods),  in addition to
other rights and remedies  which the Agent or the  Borrowers  may have under the
immediately  preceding provisions or otherwise,  the 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 Lender under this Agreement or any other Loan
Document  and (iii) to bring an action or suit against such Lender in a court of
competent jurisdiction to recover the defaulted amount and any related interest.
Any amounts  received by the Agent in respect of a Defaulting  Lender's Pro Rata
Share of the Loans shall not be paid to such Defaulting Lender and shall be held
by the Agent and paid to such  Defaulting  Lender upon the  Defaulting  Lender's
curing of its default.

      SECTION 3.6.      Usury.
                        -----

      In no event  shall the  amount of  interest  due or  payable  on the Loans
exceed the maximum rate of interest  allowed by Applicable Law and, in the event
any such  payment is paid by a Borrower or  received  by any  Lender,  then such
excess sum shall be credited as a payment of principal. It is the express intent
of the parties  hereto that the  Borrowers  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 Borrowers under Applicable Law.

      SECTION 3.7.      Agreement Regarding Interest and Charges.
                        ----------------------------------------

      THE PARTIES HERETO HEREBY AGREE AND STIPULATE THAT THE ONLY CHARGE IMPOSED
UPON THE BORROWERS FOR THE USE OF MONEY IN CONNECTION WITH THIS AGREEMENT IS AND
SHALL BE THE  INTEREST  DESCRIBED  IN SECTION 2.7. AND WITH RESPECT TO SWINGLINE
LOANS, IN SECTION  2.3.(C).  THE PARTIES HERETO FURTHER AGREE AND STIPULATE THAT
ALL  OTHER  CHARGES  IMPOSED  BY  LENDERS  AND THE  AGENT  ON THE  BORROWERS  IN
CONNECTION  WITH THIS  AGREEMENT,  INCLUDING ALL AGENCY FEES,  COMMITMENT  FEES,
FACILITY FEES, UNUSED FACILITY FEES,  EXTENSION FEES,  UNDERWRITING FEES, LETTER
OF CREDIT FEES, DEFAULT CHARGES, LATE CHARGES, ATTORNEYS' FEES AND REIMBURSEMENT
FOR COSTS AND EXPENSES  PAID BY THE AGENT OR ANY LENDER TO THIRD  PARTIES OR FOR
DAMAGES INCURRED BY THE AGENT OR ANY LENDER,  ARE CHARGES MADE TO COMPENSATE THE
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 AGENT
AND LENDERS IN CONNECTION  WITH THIS  AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
SHALL  UNDER NO  CIRCUMSTANCES  BE  DEEMED  TO BE  CHARGES  FOR THE USE OF MONEY
PURSUANT TO OFFICIAL  CODE OF GEORGIA  ANNOTATED  SECTION  7-4-2 OR 7-4-18.  ALL
CHARGES  OTHER  THAN  CHARGES  FOR THE USE OF MONEY  SHALL BE FULLY  EARNED  AND
NONREFUNDABLE WHEN DUE.

      SECTION 3.8.      Statements of Account.
                        ---------------------

      The Agent will account to the Borrowers monthly with a statement of Loans,
Letters of Credit,  charges and payments made pursuant to this Agreement and the
other Loan  Documents,  and such  account  rendered by the Agent shall be deemed
final,  binding and conclusive  upon each of the Borrowers  absent  demonstrable
error.  The  failure of the Agent or any Lender to  maintain  or deliver  such a
statement  of accounts  shall not relieve or  discharge  any  Borrower  from its
obligations hereunder.

      SECTION 3.9.      Reliance.
                        --------

      Neither the Agent nor any Lender shall incur any liability to any Borrower
for acting upon any telephonic  notice  permitted under this Agreement which the
Agent or such Lender believes reasonably and in good faith to have been given by
an individual authorized to deliver a Notice of Borrowing, Notice of Conversion,
Notice of Continuation,  Extension Request or a request for issuance of a Letter
of Credit on behalf of a Borrower.

      SECTION 3.10.     Taxes.
                        -----

      (a) Taxes  Generally.  All payments by the  Borrowers 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
(without  duplication):   (i)  franchise  taxes,  (ii)  any  taxes  (other  than
withholding  taxes) that would not be imposed but for a  connection  between the
Agent or a  Lender  and the  jurisdiction  imposing  such  taxes  (other  than a
connection  arising  solely  by virtue  of the  activities  of the Agent or such
Lender  pursuant to or in respect of this Agreement or any other Loan Document),
(iii) any withholding taxes payable with respect to payments  hereunder or under
any other Loan Document under  Applicable  Law in effect on the Agreement  Date,
(iv) any taxes  imposed on or  measured  by any  Lender's  assets,  net  income,
receipts or branch  profits and (v) 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  (such
non-excluded  items being  collective  called  "Taxes").  If any  withholding or
deduction  from any  payment to be made by a Borrower  hereunder  is required in
respect of any Taxes pursuant to any Applicable Law, then such 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 Agent an  official  receipt or other
      documentation  satisfactory  to the Agent  evidencing such payment to such
      Governmental Authority; and

            (iii)  pay to the  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
      Agent or such  Lender  will equal the full  amount  that the Agent or such
      Lender would have  received  had no such  withholding  or  deduction  been
      required.

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

      (c) Tax Forms.  Each Lender or Participant  organized  under the laws of a
jurisdiction  other than the United  States of America  agrees to deliver to the
Borrowers  and the Agent such  certificates,  documents  or other  evidence,  as
required by the Internal Revenue Code,  correctly completed and executed by such
Lender or  Participant  establishing  that such payment is not subject to United
States  federal  withholding  tax under the  Internal  Revenue Code because such
payment is either  effectively  connected  with the  conduct  by such  Lender or
Participant  of a trade or business in the United States or totally  exempt from
United  States  federal  withholding  tax by  reason of the  application  of the
provisions  of a treaty to which the United  States is a party or such Lender is
otherwise exempt.

      (d)  Refunds.  If the Agent or any Lender  shall  become  aware that it is
entitled to a refund in respect of Taxes for which it has been  indemnified by a
Borrower  pursuant  to this  Section,  the Agent or such Lender  shall  promptly
notify such  Borrower of the  availability  of such refund and shall,  within 30
days after receipt of a written request by such Borrower,  apply for such refund
at such Borrower's  sole cost and expense.  So long as no Event of Default shall
have  occurred and be  continuing,  if the Agent or any Lender  shall  receive a
refund in  respect of any such  Taxes as to which it has been  indemnified  by a
Borrower  pursuant  to this  Section,  the Agent or such Lender  shall  promptly
notify such  Borrower of such refund and shall,  within 30 days of receipt,  pay
such refund (to the extent of amounts that have been paid by such Borrower under
this Section with respect to such refund and not previously  reimbursed) to such
Borrower,  net of all  reasonable  out-of-pocket  expenses of such Lender or the
Agent and without  interest (other than the interest,  if any,  included in such
refund).

                    ARTICLE IV. UNENCUMBERED POOL PROPERTIES

      SECTION 4.1. Acceptance of Unencumbered Pool Properties.
                   ------------------------------------------

      (a)   Existing Unencumbered Pool Properties.  Subject to compliance with
            -------------------------------------
the terms and  conditions  of Section  6.1. and subject to any  limitations  set
forth on Schedule  4.1., as of the Effective  Date the Lenders have accepted the
Properties  listed on Schedule 4.1. as Unencumbered Pool Properties and Schedule
4.1 designates as to each such  Unencumbered  Pool  Property,  the owner of such
Property and whether such Unencumbered Pool Property is a Qualified  Development
Property,   Stabilized  Retail  Operating  Property  or  Pre-Stabilized   Retail
Operating Property.

      (b) Submission of Additional Properties.  If any Borrower desires that the
Lenders accept an additional  Eligible Property as an Unencumbered Pool Property
after the Effective Date, such Borrower shall so notify the Agent in writing and
shall deliver to the Agent the following:

            (i) An  Unencumbered  Pool  Certificate  setting  forth (A) on a pro
      forma basis the Maximum Loan Availability of both RCLP and the Development
      Affiliates,  assuming  that  such  Eligible  Property  is  accepted  as an
      Unencumbered  Pool  Property,  (B) the  Occupancy  Rate  of such  Eligible
      Property,  (C) calculations  evidencing continued compliance with Sections
      4.3. and 9.10.,  assuming that such Eligible  Property is an  Unencumbered
      Pool  Property,  (D) the  percentage  amount of the Borrowing Base of both
      RCLP and the Development Affiliates,  assuming that such Eligible Property
      is an Unencumbered  Pool Property,  attributable to such Eligible Property
      (which  percentage  amount  shall not exceed 5%) and (E) if such  Eligible
      Property  is owned by RCLP or one of its  Subsidiaries,  the amount of the
      Borrowing Base of both RCLP and the Development Affiliates,  assuming that
      such  Eligible  Property  is accepted as an  Unencumbered  Pool  Property,
      attributable  to all  Unencumbered  Pool  Properties  which  are  owned by
      Subsidiaries of RCLP that are not Wholly Owned Subsidiaries;

            (ii) copy of the most recent ALTA Owner's Policy of Title  Insurance
      (or  commitment  to issue such a policy to the Loan Party owning or to own
      such Eligible  Property)  relating to such Eligible  Property  showing the
      identity of the fee titleholder thereto and all matters of record; and

            (iii) A Property Certificate executed by the chief financial officer
      or controller  of RCLP (which  officer shall be authorized to execute such
      certificate).

      Upon the Agent's receipt of such items in form and substance  satisfactory
to the Agent,  the Eligible  Property shall be accepted as an Unencumbered  Pool
Property.

      Upon any acceptance of an Eligible  Property  pursuant to this  subsection
(b), and upon  execution  and delivery of all of the  following,  such  Eligible
Property shall become an Unencumbered Pool Property:

            (1) If such Eligible  Property is owned (or is being  acquired) by a
      Subsidiary  of  RCLP  that is not yet a party  to the  Guaranty  and  such
      Subsidiary  has incurred,  acquired or suffered to exist any  Indebtedness
      other than Nonrecourse  Indebtedness,  an Accession  Agreement executed by
      such  Subsidiary  and all other items  required to be delivered by a under
      Section 8.24.;

            (2) If RCLP does not cause such  Subsidiary to become a party to the
      Guaranty  pursuant to Section  8.24.  because  RCLP  determines  that such
      Person cannot become a party to the Guaranty without violating:  (A) terms
      of its articles of incorporation, bylaws, operating agreement, partnership
      agreement,  declaration of trust or other similar organizational document,
      which terms expressly  prohibit such Subsidiary from providing  Guarantees
      of   Indebtedness   of  any  other  Person  or  otherwise   incurring  any
      Indebtedness or (B) fiduciary  obligations owing by such Subsidiary to the
      holders of equity interest in such Subsidiary and imposed under Applicable
      Law,  then RCLP shall  promptly  deliver to the Agent and its counsel such
      documentation as is reasonably  necessary for the Agent and its counsel to
      confirm  (I) such  potential  violation  and (II) that RCLP  directly,  or
      indirectly  through  a  Subsidiary,  has the  right to take the  following
      actions  with respect to the Eligible  Property  owned by such  Subsidiary
      without the need to obtain the consent of any other Person:  (A) to create
      Lien on such  Eligible  Property as security for  Indebtedness  of RCLP or
      such  Subsidiary,  as  applicable  and (B) to sell,  transfer or otherwise
      dispose of such Eligible Property; and

            (3) Such other items or  documents as may be  appropriate  under the
      circumstances as requested by the Agent.

Notwithstanding  anything  herein to the contrary,  no Borrower shall submit any
Eligible  Property for  acceptance  under this  subsection  (b) if such Eligible
Property (x) was previously  submitted for  consideration to and rejected by the
Agent and  Lenders  under the  Existing  Credit  Agreement;  (y) is a "side shop
center"  unless  the  tenant of the  adjacent  stand-alone  grocery  store is an
Approved  Grocery Store or (z) is a stand-alone  grocery store unless the tenant
is an Approved  Grocery Store and the corporate  parent of the Approved  Grocery
Store is fully obligated  (either  directly or by way of guaranty) in respect of
the applicable lease.

      (c) Alternative  Acceptance  Procedure.  If an Eligible  Property does not
satisfy all of the requirements for acceptance as an Unencumbered  Pool Property
pursuant to the immediately preceding subsection (b), a Borrower may submit such
Eligible  Property for  consideration  by notifying the Agent in writing of such
Borrower's  intent  to submit  such  Eligible  Property  and by  delivering  the
following additional items, in form and substance satisfactory to the Agent:

            (i) A description  of such Eligible  Property,  such  description to
      include the age,  location,  site plan and current  occupancy rate of such
      Eligible Property;

            (ii)  Operating  statements  for  such  Eligible  Property  for  the
      immediately  preceding fiscal year and for current fiscal year through the
      fiscal quarter most recently ending,  in each case audited or certified by
      a  representative  of such  Borrower  as  being  true and  correct  in all
      material  respects and prepared in accordance  with GAAP,  provided  that,
      with respect to (A) any period such  Eligible  Property was not owned by a
      Loan Party or (B) any Qualified  Development  Property,  such  information
      shall only be required to be delivered to the extent reasonably  available
      to such Borrower and such certification may be based upon the best of such
      Borrower's knowledge;

            (iii) If prepared by such Borrower, a pro forma operating statement
      for such Eligible Property;

            (iv) A current  rent roll and  occupancy  report  for such  Eligible
      Property, certified by a representative of such Borrower as being true and
      correct in all material respects, and a two-year occupancy history of such
      Eligible  Property,  certified by a representative  of such Borrower to be
      true and  correct,  provided  that,  with  respect to (A) any period  such
      Eligible  Property  was not  owned by a Loan  Party  or (B) any  Qualified
      Development  Property,  such  information  shall  only be  required  to be
      delivered to the extent  reasonably  available  to such  Borrower and such
      certification may be based upon the best of such Borrower's knowledge;

            (v)   An operating budget for such Eligible Property with respect
      to the current fiscal year if available;

            (vi) If such Eligible Property is a Qualified  Development Property,
      a capital  expenditure plan with respect to such Eligible Property showing
      all  hard and soft  costs  budgeted  to be  paid,  incurred  or  otherwise
      expended or accrued for such  Eligible  Property to complete such Eligible
      Property  and convert such  Eligible  Property  into a  Stabilized  Retail
      Operating Property; and

            (vii) Copies of all Material Contracts affecting such Eligible
      Property;

            (viii)      Copies of all engineering, mechanical, structural and
      maintenance studies performed with respect to such Eligible Property;

            (ii) A "Phase I" environmental  assessment of such Eligible Property
      not more than 12 months old prepared by an environmental  engineering firm
      acceptable  to the  Agent,  and any  additional  environmental  studies or
      assessments  available  to such  Borrower  performed  with respect to such
      Eligible Property;

            (ix) With respect to any Eligible  Property being acquired by a Loan
      Party,  a  copy  of the  materials  relating  to  such  Eligible  Property
      submitted by such Borrower to its board of directors for their approval of
      such  Eligible  Property (but only to the extent such  materials  have not
      already been provided under any of the preceding subsections);

            (x) An  Unencumbered  Pool  Certificate  setting  forth (A) on a pro
      forma basis the Maximum Loan Availability of both RCLP and the Development
      Affiliates,  assuming  that  such  Eligible  Property  is  accepted  as an
      Unencumbered  Pool  Property,  (B) the  Occupancy  Rate  of such  Eligible
      Property,  (C) calculations  evidencing continued compliance with Sections
      4.3. and 9.10.,  assuming  that such  Eligible  Property is accepted as an
      Unencumbered  Pool Property,  (D) the  percentage  amount of the Borrowing
      Base of both  RCLP and the  Development  Affiliates,  assuming  that  such
      Eligible Property is an Unencumbered  Pool Property,  attributable to such
      Eligible Property (which percentage amount shall not exceed 5%) and (E) if
      such Eligible  Property is owned by RCLP or one of its  Subsidiaries,  the
      amount of the Borrowing Base of both RCLP and the Development  Affiliates,
      assuming that such Eligible  Property is accepted as an Unencumbered  Pool
      Property, attributable to all Unencumbered Pool Properties which are owned
      by Subsidiaries of RCLP that are not Wholly Owned Subsidiaries; and

            (xi) Such  other  information  the Agent may  reasonably  request in
      order to evaluate the Eligible Property.

      Following  receipt of the foregoing  documents and information,  the Agent
shall  promptly  submit  such  documents  and  information  to the  Lenders  for
approval. Upon approval by the Majority Lenders (which must include the Agent in
its  capacity  as a  Lender),  and upon  execution  and  delivery  of all of the
following, such Eligible Property shall become an Unencumbered Pool Property:

            (1) A copy of the most recent ALTA Owner's Policy of Title Insurance
      (or  commitment  to issue such a policy to the Loan Party owning or to own
      such Eligible  Property)  relating to such Eligible  Property  showing the
      identity of the fee titleholder thereto and all matters of record;

            (2) If such Eligible  Property is owned (or is being  acquired) by a
      Subsidiary  of  RCLP  that is not yet a party  to the  Guaranty  and  such
      Subsidiary  has incurred,  acquired or suffered to exist any  Indebtedness
      other than Nonrecourse  Indebtedness,  an Accession  Agreement executed by
      such  Subsidiary  and  all  other  items  required  to be  delivered  by a
      Subsidiary under Section 8.24.;

            (3) If RCLP does not cause such  Subsidiary to become a party to the
      Guaranty  pursuant to Section  8.24.  because  RCLP  determines  that such
      Person cannot become a party to the Guaranty without violating:  (A) terms
      of its articles of incorporation, bylaws, operating agreement, partnership
      agreement,  declaration of trust or other similar organizational document,
      which terms expressly  prohibit such Subsidiary from providing  Guarantees
      of   Indebtedness   of  any  other  Person  or  otherwise   incurring  any
      Indebtedness or (B) fiduciary  obligations owing by such Subsidiary to the
      holders of equity interest in such Subsidiary and imposed under Applicable
      Law,  then RCLP shall  promptly  deliver to the Agent and its counsel such
      documentation as is reasonably  necessary for the Agent and its counsel to
      confirm  (I) such  potential  violation  and (II) that RCLP  directly,  or
      indirectly  through  a  Subsidiary,  has the  right to take the  following
      actions  with respect to the Eligible  Property  owned by such  Subsidiary
      without the need to obtain the consent of any other Person:  (A) to create
      Lien on such  Eligible  Property as security for  Indebtedness  of RCLP or
      such  Subsidiary,  as  applicable  and (B) to sell,  transfer or otherwise
      dispose of such Eligible Property; and

            (4) Such other items or  documents as may be  appropriate  under the
      circumstances as requested by the Agent.

      SECTION 4.2.      Termination of Designation as Unencumbered Pool
            Property.

      From time to time a Borrower may request, upon not less than 20 days prior
written notice to the Agent and the Lenders,  that an Unencumbered Pool Property
cease to be an Unencumbered Pool Property. The Agent shall grant such request if
all of the following conditions are satisfied:

      (a) no Default or Event of Default  shall have  occurred and be continuing
both at the time of such request and  immediately  after  giving  effect to such
request; and

      (b) such Borrower shall have delivered to the Agent an  Unencumbered  Pool
Certificate  demonstrating  on a pro  forma  basis,  and the  Agent  shall  have
determined,  that none of the conditions  referred to in Section 2.14. exists or
will exist after  giving  effect to such request and any  prepayment  to be made
and/or  the   acceptance  of  any  Property  as  an  additional  or  replacement
Unencumbered Pool Property to be given concurrently with such request.

      After giving  effect to any request  that an  Unencumbered  Pool  Property
cease to be  designated  as such,  RCLP may  request in  writing  that the Agent
release,  and upon receipt of such request the Agent shall release,  a Guarantor
from the Guaranty so long as: (i) such  Guarantor  is not the Parent;  (ii) such
Guarantor owns no other  Unencumbered Pool Property,  nor any direct or indirect
equity interest in any Subsidiary  that does own an Unencumbered  Pool Property;
(iii) such  Guarantor  is not  otherwise  required to be a party to the Guaranty
under  Section  8.24.;  and (iv) no Default or Event of Default shall then be in
existence or would occur as a result of such release.

      SECTION 4.3.      Additional Requirements of Unencumbered Pool Properties.
                        -------------------------------------------------------

      The ratio  (expressed  as a  percentage)  of (a) the net  rentable  square
footage  of  all  Unencumbered  Pool  Properties  which  are  Stabilized  Retail
Operating  Properties  actually  occupied  by tenants  paying  rent  pursuant to
binding leases as to which no monetary default has occurred and is continuing to
(b)  the  aggregate  net  rentable  square  footage  of  all  Unencumbered  Pool
Properties which are Stabilized  Retail Operating  Properties shall at all times
equal or exceed 90%. A Property shall cease to be an Unencumbered  Pool Property
if it shall cease to be an Eligible Property.

                        ARTICLE V. YIELD PROTECTION, ETC.

      SECTION 5.1.      Additional Costs; Capital Adequacy.
                        ----------------------------------

      (a)  Additional  Costs.  Each Borrower shall promptly pay to the Agent for
the  account  of a Lender  from time to time such  amounts  as such  Lender  may
determine to be necessary to  compensate  such Lender for any costs  incurred by
such Lender that it determines are  attributable to its making or maintaining of
any  LIBOR  Loans or its  obligation  to make any  LIBOR  Loans  hereunder,  any
reduction in any amount receivable by such Lender under this Agreement or any of
the  other  Loan  Documents  in  respect  of any of  such  LIBOR  Loans  or such
obligation or the  maintenance by such Lender of capital in respect of its LIBOR
Loans or its  Commitment  (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  under  this  Agreement  or any of the other Loan  Documents  in
respect of any of such LIBOR Loans or its Commitments  (other than taxes imposed
on or measured by the overall net income of such Lender or of its Lending Office
for any of such LIBOR  Loans by the  jurisdiction  in which such  Lender has its
principal  office or such  Lending  Office);  or (ii)  imposes or  modifies  any
reserve,  special deposit or similar requirements  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 any commitment of such Lender (including,  without
limitation, the Commitment of such Lender hereunder); or (iii) has or would have
the effect of  reducing  the rate of return on capital of such Lender to a level
below that which such Lender could have achieved but for such Regulatory  Change
(taking  into  consideration  such  Lender's  policies  with  respect to capital
adequacy).

      (b) 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  Borrowers  (with a copy to the  Agent),  the
obligation  of such Lender to make or  Continue,  or to Convert  Base Rate 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).

      (c) Notification and  Determination of Additional Costs. Each of the Agent
and each Lender, as the case may be, agrees to notify the Borrowers of any event
occurring  after  the  Agreement  Date  entitling  the  Agent or such  Lender to
compensation under any of the preceding  subsections of this Section as promptly
as practicable;  provided,  however, that the failure of the Agent or any Lender
to give such notice shall not release any Borrower  from any of its  obligations
hereunder.  Each  Lender  agrees to  furnish  to the  Borrowers  and the Agent a
certificate  setting forth the basis and amount of each request for compensation
under  this  Section.  Determinations  by  such  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.

      SECTION 5.2.      Suspension of LIBOR Loans.
                        -------------------------

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

            (a) the Agent reasonably  determines (which  determination  shall be
      conclusive)  that  quotations of interest rates for the relevant  deposits
      referred to in the  definition of LIBO Rate 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 the LIBO Rate, or

            (b) any Lender reasonably  determines (which  determination shall be
      conclusive)  that  the  relevant  rates  of  interest  referred  to in the
      definition  of LIBO Rate upon the basis of which the rate of interest  for
      LIBOR Loans for such Interest  Period is to be  determined  are not likely
      adequately to cover the cost to such 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)  that the LIBO Rate will not adequately and fairly reflect the
      cost to such Lender of making or maintaining such LIBOR Margin Loan;

      then the Agent  shall give the  Borrowers  and each Lender  prompt  notice
thereof  and, so long as such  condition  remains in effect,  (i) in the case of
clause (a) or (b) above,  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 each Borrower  shall,  on the last day of each current  Interest
Period for each  outstanding  LIBOR Loan owing by such  Borrower,  either prepay
such  Loan or  Convert  such  Loan into 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 any Lender shall
determine  (which  determination  shall be  conclusive  and binding)  that it is
unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans
hereunder,  then such Lender shall promptly notify the Borrowers thereof (with a
copy of such  notice  to the  Agent)  and such  Lender's  obligation  to make or
Continue,  or to Convert  Revolving  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.
                        ------------

      Each Borrower shall pay to the Agent for account of each Lender,  upon the
request of such  Lender  through  the Agent,  such amount or amounts as shall be
sufficient  to  compensate  such Lender for any loss,  cost or expense that such
Lender reasonably determines is attributable to:

            (a) any payment or prepayment  (whether  mandatory or optional) of a
      LIBOR Loan or Bid Rate Loan, or  Conversion of a LIBOR Loan,  made by such
      Lender to such  Borrower 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 such 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
      Base 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,  but
shall not be limited to: (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 the LIBO Rate were set on the date on which
such  LIBOR Loan was  repaid,  prepaid  or  Converted  or the date on which such
Borrower  failed to borrow,  Convert or Continue such LIBOR Loan, as applicable,
calculating  present  value by using as a discount  rate the LIBO Rate 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 a Borrower's request, any Lender requesting  compensation under this
Section shall provide such 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 Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section
5.1.(b),  Section 5.2. or Section 5.3.,  then such Lender's LIBOR Loans shall be
automatically  Converted  into  Base Rate  Loans 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.(b) or 5.3.,  on such  earlier  date as such Lender may
specify to the  Borrowers  with a copy to the Agent) and,  unless and until such
Lender  gives  notice as  provided  below that the  circumstances  specified  in
Section 5.1.,  Section 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 Base Rate Loans; and

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

      If such Lender  gives notice to the  Borrowers  (with a copy to the 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  Base Rate Loans 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  reasonable  efforts to  designate an
alternate  Lending  Office  with  respect  to any of its Loans  affected  by the
matters or circumstances described in Sections 3.10., 5.1. or 5.3. to reduce the
liability  of a 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.

                             ARTICLE VI. CONDITIONS

      SECTION 6.1.      Effectiveness.
                        -------------

      The effectiveness of the amendment and restatement of the Existing Regency
Credit Agreement  contemplated  hereby, as well as the obligation of the Lenders
to make any  Revolving  Loans,  of the  Swingline  Lender to make any  Swingline
Loans, and of the Agent to issue Letters of Credit, to or for the account of the
Borrowers in  accordance  with the terms  hereof,  are subject to the  condition
precedent that the Borrowers deliver to the Agent each of the following, each of
which shall be in form and substance satisfactory to the Agent:

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

      (b) Revolving  Notes and Bid Rate Notes  executed by each  Borrower  other
than RCLP, payable to all Lenders or any Designated  Lender, if applicable,  and
Swingline Notes executed by the Borrowers other than RCLP;

      (c) (i) the  Guaranty  executed  by each  "Guarantor"  under the  Existing
Credit  Agreement  and any other  Person  that would be required  under  Section
8.24.(a) to become a party to the Guaranty as of the Effective Date and (ii) the
Development  Affiliate  Guaranty  executed by each Person that would be required
under Section 8.24.(a) to become a party to the Development  Affiliate  Guaranty
as of the Effective Date;

      (d)  an  opinion  of  Foley  &  Lardner,  counsel  to the  Borrowers,  the
Guarantors and the Development Affiliate Guarantors,  and addressed to the Agent
and the Lenders in substantially the form of Exhibit N-1;

      (e)   an opinion of Alston & Bird LLP, counsel to the Agent, and
addressed to the Agent and the Lenders in substantially the form of Exhibit N-2;

      (f)   all of the documents and information required to be delivered under
Section 4.1. with respect to each of the Properties listed on Schedule 4.1. and
which have not previously been delivered to the Agent;

      (g)   an Unencumbered Pool Certificate dated the Agreement Date;

      (h)   the certificate of limited partnership of RCLP certified as of a
recent date by the Secretary of State of the State of Delaware;

       (i) a  Certificate  of Good  Standing  issued as of a recent  date by the
Secretary of State of the State of Delaware 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 RCLP is required to be so qualified;

      (j) a  certificate  of  incumbency  signed by the  Secretary  or Assistant
Secretary of the general partner of RCLP with respect to each of the officers of
the general partner of RCLP authorized to execute and deliver the Loan Documents
to which RCLP is a party;

      (k) certified copies (certified by the Secretary or Assistant Secretary of
the general  partner of RCLP) of the  partnership  agreement  of RCLP and of all
necessary  action  taken by RCLP (and any of the  partners of RCLP) to authorize
the execution,  delivery and  performance of the Loan Documents to which it is a
party;

      (l) the articles of incorporation,  articles of organization,  certificate
of limited partnership or other comparable organizational instrument (if any) of
each other  Borrower  and each  Guarantor  certified  as of a recent date by the
respective  Secretary  of State of the State of  formation  of such  Borrower or
Guarantor;

      (m) a Certificate of Good Standing or certificate of similar  meaning with
respect to each other Borrower and each Guarantor  issued as of a recent date by
the  respective  Secretary  of State  of the  State of  formation  of each  such
Borrower or 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 Borrower or
Guarantor is required to be so qualified;

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

      (o) copies certified by the Secretary or Assistant Secretary of each other
Borrower and each Guarantor (or other individual  performing  similar functions)
of (i)  the  by-laws  of such  Borrower  or  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 and (ii) all  corporate,  partnership,  member or
other  necessary  action taken by such  Borrower or  Guarantor to authorize  the
execution,  delivery  and  performance  of the Loan  Documents  to which it is a
party;

      (p)   all loan closing fees and any other fees then due and payable to
the Agent and the Lenders in connection with this Agreement; and

      (q)   such other documents, instruments and agreements as the Agent or
any Lender may reasonably request.

      SECTION 6.2.      Conditions to All Loans and Letters of Credit.
                        ---------------------------------------------

      The  obligation  of the Lenders to make any  Revolving  Loans,  and of the
Swingline  Lender to make any Swingline Loans, and of the Agent to issue Letters
of Credit is subject to the condition precedent that the following conditions be
satisfied in the judgment of the Agent:

      (a) in the case of a  Revolving  Loan,  timely  receipt  by the Agent of a
Notice of Borrowing,  or in the case of a Swingline Loan,  timely receipt by the
Swingline Lender of a Notice of Swingline Borrowing;

      (b) the proposed use of proceeds of such Loan or Letter of Credit,  as the
case may be,  set forth in the  Notice  of  Borrowing  or  Notice  of  Swingline
Borrowing,  as the case may be, is  consistent  with the  provisions  of Section
8.14.;

      (c)  immediately  before and after the making of such Loan or the issuance
of such  Letter  of  Credit,  no  Default  (including  without  limitation,  the
existence of the  condition  described  in Section  2.8.(f)) or Event of Default
shall have occurred and be continuing; and

      (d) the representations and warranties of the Borrowers and the Guarantors
contained in the Loan Documents shall be true in all material respects on and as
of the date of such Loan or issuance of such  Letter of Credit,  as  applicable,
except to the extent such  representations or warranties  specifically relate to
an earlier date or such representations or warranties become untrue by reason of
events or conditions otherwise permitted hereunder and the other Loan Documents.

The delivery of each Notice of Borrowing and each Notice of Swingline  Borrowing
and the  making of each Loan and the  issuance  of each  Letter of Credit  shall
constitute a  certification  by the  Borrowers to the Agent and the Lenders that
the statements in the immediately preceding clauses (b) through (d) are true.

      SECTION 6.3.      Conditions to Conversion to Term Loans.
                        --------------------------------------

      The right of a Borrower to convert  Revolving  Loans owing by it into Term
Loans  under  Section  2.11.  is subject  to the  condition  precedent  that the
following conditions be satisfied in the judgment of the Agent:

      (a)   timely receipt by the Agent of the notice from such Borrower
required under such Section;

      (b) immediately  before and after such conversion,  no Default  (including
without limitation, the existence of the condition described in Section 2.8.(f))
or Event of Default shall have occurred and be continuing; and

      (c) the  representations  and warranties of each Borrower contained in the
Loan Documents to which it is a party shall be true in all material  respects on
and as of the date of such conversion except to the extent such  representations
or warranties  specifically relate to an earlier date or such representations or
warranties become untrue by reason of events or conditions  otherwise  permitted
hereunder and the other Loan Documents.

The  delivery of the notice  required  under such  Section  shall  constitute  a
certification  by such Borrower to the Agent and the Lenders that the statements
in the immediately preceding clauses (b) and (c) are true.

                   ARTICLE VII. REPRESENTATIONS AND WARRANTIES

       Each of the  Borrowers  represents  and  warrants  to the  Agent  and the
Lenders as follows (except that each Development  Affiliate shall only be deemed
to make the following  representations  and warranties to the extent relating to
or concerning such Development Affiliate):

      SECTION 7.1.      Existence and Power.
                        -------------------

      Each  of  the  Borrowers,   each  Guarantor,  each  Development  Affiliate
Guarantor and its other  Subsidiaries  is a  corporation,  partnership  or other
legal entity,  duly organized,  validly  existing and in good standing under the
laws of the  jurisdiction of its  organization,  and has all requisite power and
authority and all governmental licenses, authorizations,  consents and approvals
required to carry on its business as now conducted and is duly  qualified and is
in good standing,  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.

      SECTION 7.2.      Ownership Structure.
                        -------------------

      Part I of Schedule 7.2. is a complete and correct list of all Subsidiaries
of the Parent  (including all Subsidiaries of RCLP) and the Borrowers other than
RCLP,  setting  forth  for  each  such  Subsidiary,   (a)  the  jurisdiction  of
organization of such Subsidiary,  (b) each Person holding ownership interests in
such Subsidiary and (c) the nature of the ownership  interests held by each such
Person and (d) the  percentage of ownership of such  Subsidiary  represented  by
such ownership  interests.  Except as disclosed in such Schedule (i) each of the
Parent,  its  Subsidiaries  and the Subsidiaries of the Borrowers owns, free and
clear of all Liens,  and has the  unencumbered  right to vote,  all  outstanding
ownership interests in each Person shown to be held by it on such Schedule, (ii)
all of the issued and outstanding capital stock of each such Person organized as
a corporation is validly issued,  fully paid and  nonassessable  and (iii) 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 Person.  Part II of Schedule 7.2. correctly sets forth all
Unconsolidated  Affiliates and Preferred Stock Entities of the Parent, including
the correct legal name of such Person,  the type of legal entity which each such
Person  is,  and  all  ownership  interests  in such  Person  held  directly  or
indirectly by the Parent.

      SECTION 7.3.      Authorization of Agreement, Notes, Loan Documents and
                        Borrowings.

      Each Borrower, each Guarantor and each Development Affiliate Guarantor has
the right and power,  and has taken all  necessary  action to  authorize  it, to
borrow hereunder (in the case of a Borrower) and to execute, deliver and perform
this Agreement, the Notes and the other 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 a  Borrower,  a  Guarantor  or a
Development Affiliate Guarantor is a party have been duly executed and delivered
by such Loan Party and each is a legal,  valid and  binding  obligation  of such
Loan Party enforceable against such Loan Party in accordance with its respective
terms,  except as the same may be limited by bankruptcy,  insolvency,  and other
similar laws affecting the rights of creditors generally and the availability of
equitable  remedies for the enforcement of certain  obligations  (other than the
payment of  principal)  contained  herein or therein may be limited by equitable
principles generally.

      SECTION 7.4.      Compliance of Agreement, Notes, Loan Documents and
                        --------------------------------------------------
                        Borrowing with Laws, etc.

                        ------------------------

      The execution,  delivery and performance of this Agreement,  the Notes and
the other Loan Documents to which any Borrower, any Guarantor or any Development
Affiliate Guarantor is a party in accordance with their respective terms and the
borrowing of Loans  hereunder  do not and will not, by the passage of time,  the
giving of notice or otherwise (a) require any  Governmental  Approval or violate
any  Applicable Law relating to any Borrower,  any Guarantor or any  Development
Affiliate  Guarantor the failure to possess or to comply with which would have a
Materially  Adverse  Effect;  (b)  conflict  with,  result  in a  breach  of  or
constitute a default  under the  articles of  incorporation,  bylaws,  operating
agreement,   partnership   agreement  or  other  organizational  or  constituent
documents of any Borrower, any Guarantor or any Development Affiliate Guarantor,
or any  indenture,  agreement or other  instrument  to which any  Borrower,  any
Guarantor or any  Development  Affiliate  Guarantor is a party or by which it or
any of its  properties  may be bound and the  violation  of which  would  have a
Materially  Adverse  Effect;  or  (c)  result  in or  require  the  creation  or
imposition  of any  Lien  upon or with  respect  to any  property  now  owned or
hereafter acquired by any Borrower,  any Guarantor or any Development  Affiliate
Guarantor other than Permitted Liens.

      SECTION 7.5.      Compliance with Law; Governmental Approvals.
                        -------------------------------------------

      Each  of the  Borrowers,  the  Guarantors  and the  Development  Affiliate
Guarantors is in compliance with each Governmental Approval applicable to it and
in  compliance  with  all  other  Applicable  Law  relating  to it,  except  for
noncompliances  which, and Governmental  Approvals the failure to possess which,
would not,  singly or in the  aggregate,  cause a Default or Event of Default or
have a  Materially  Adverse  Effect and in  respect of which (if a Borrower  has
actual  knowledge of such  Applicable  Law or  Governmental  Approval)  adequate
reserves have been established on the books of such Loan Party.

      SECTION 7.6.      Existing Indebtedness.
                        ---------------------

      Other than the  Indebtedness  hereunder and as set forth on Schedule 7.6.,
neither any Borrower, any Guarantor, any Development Affiliate Guarantor nor any
of  such  Borrower's  other  Subsidiaries,   Preferred  Stock  Entities  or  any
Non-Guarantor Entity has any Indebtedness.  Each Borrower, each Guarantor,  each
Development Affiliate Guarantor and each of the other Subsidiaries of the Parent
or of any Borrower,  Preferred  Stock Entities and Affiliates have performed and
are in compliance with all of the terms of such 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, a determination of
materiality,  the  satisfaction of any other condition or any combination of the
foregoing,  would  constitute  such a default or event of  default,  exists with
respect to any such Indebtedness.

      SECTION 7.7.      Title to Properties; Liens.
                        --------------------------

      Each  of  the  Borrowers,   each  Guarantor,  each  Development  Affiliate
Guarantor and its other Subsidiaries has good, marketable and legal title to, or
a valid leasehold interest in, its respective  assets.  Each of the Unencumbered
Pool Properties is free and clear of all Liens except for Permitted Liens.

      SECTION 7.8.      Unencumbered Pool Properties.
                        ----------------------------

      Each  of  the  Unencumbered  Pool  Properties  qualifies  as  an  Eligible
Property.  Each  of  the  Stabilized  Retail  Operating  Properties,   Qualified
Development  Properties and Pre-Stabilized Retail Operating Properties satisfies
all of the  requirements of a Stabilized  Retail Operating  Property,  Qualified
Development Property and Pre-Stabilized Retail Operating Property, respectively.

      SECTION 7.9.      Leases.
                        ------

      Except as reflected on the most current rent rolls delivered to the Agent,
all tenant leases of any Unencumbered Pool Property are in full force and effect
and no default or event of default (or event or  occurrence  which upon with the
passage of time or the giving of notice,  or both,  will constitute a default or
event  of  default)  exists  or  will  exist  thereunder  as  a  result  of  the
consummation of the transactions contemplated by the Loan Documents.

      SECTION 7.10.     Material Contracts.
                        ------------------

      Schedule  7.10.  is a true,  correct and complete  listing of all Material
Contracts.  Each of the Borrowers,  each Guarantor,  each Development  Affiliate
Guarantor  and the other  Subsidiaries  of the Parent or any  Borrower  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,  a
determination  of  materiality,  the  satisfaction of any other condition or any
combination  of the  foregoing,  would  constitute  such a  default  or event of
default, exists with respect to any such Material Contract.

      SECTION 7.11.     Margin Stock.
                        ------------

      Neither any Borrower,  any Guarantor,  any Development Affiliate Guarantor
nor any other  Subsidiary of the Parent or any Borrower 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  Regulations  U and X, and no part of the
proceeds of any extension of credit  hereunder  will be used to buy or carry any
such "margin stock."

      SECTION 7.12.     Transactions with Affiliates.
                        ----------------------------

      Except as set forth on Schedule  7.12.,  no Borrower,  any Guarantor,  any
Development  Affiliate  Guarantor nor any other  Subsidiary of the Parent or any
Borrower is a party to any transaction  with any Affiliate which is in violation
of Section 8.20.

      SECTION     7.13. Absence of Defaults.
                        -------------------

      None  of  the  Borrowers,  any  Guarantor  or  any  Development  Affiliate
Guarantor is in default under its articles of incorporation,  bylaws,  operating
agreement,   partnership   agreement  or  other  organizational  or  constituent
document,  and no event  has  occurred,  which has not been  remedied,  cured or
waived  (a) which  constitutes  a Default or an Event of  Default;  or (b) which
constitutes,  or which  with the  passage  of time,  the  giving  of  notice  or
otherwise,  would constitute, a default or event of default by any Borrower, any
Guarantor,  any Development  Affiliate  Guarantor or any other Subsidiary of the
Parent or any Borrower under any Material Contract (other than this Agreement or
any other Loan Document) or judgment, decree or order to which any Borrower, any
Guarantor,  any Development  Affiliate  Guarantor or any other Subsidiary of the
Parent or any Borrower is a party or by which it or any of its properties may be
bound.

      SECTION 7.14.     Financial Information.
                        ---------------------

      RCLP  and the  Parent  have  furnished  to each  Lender  copies  of  their
respective audited consolidated balance sheets dated December 31, 1998 and 1999,
and the related  consolidated  related  statements of operations,  stockholders'
equity and cash flows for the periods then ended (the  "Financial  Statements").
The chief  financial  officer  of the Parent has  certified  that the  Financial
Statements  have been prepared in accordance with GAAP, are complete and correct
and  present  fairly the  financial  position of RCLP and the Parent as of their
respective  dates.  RRG has  furnished  to each Lender  copies of its  unaudited
consolidated  balance sheet dated December 31, 1999, and the related  statements
of income and cash flow for the periods then ended,  but excluding all footnotes
(the  "RRG  Financial  Statements").  The  chief  financial  officer  of RRG has
certified  that the RRG  Financial  Statements  have been prepared in accordance
with GAAP, are complete and correct,  and present fairly the financial  position
of RRG as of its date.  Each of the operating  statements  pertaining to each of
the  Unencumbered  Pool  Properties  delivered  by any Borrower to the Agent was
prepared in accordance with GAAP and fairly presents the Net Operating Income of
such Unencumbered Pool Property for the period then ended. Each of the financial
projections delivered, or required to be delivered, by any Borrower to the Agent
or any Lender,  whether prior to, on or after,  the date hereof (a) has been, or
will be, as applicable, prepared for each Unencumbered Pool Property in light of
the past business and  performance  of such  Unencumbered  Pool Property and (b)
represents or will represent,  as of the date thereof, the reasonable good faith
estimates of such Borrower's financial performance.  None of the Borrowers,  the
Parent nor any of its  Consolidated  Subsidiaries  has on the Agreement Date any
material contingent liabilities,  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.  Since December 31, 1999, there has been no material
adverse change in the financial condition,  operations, business or prospects of
the  Parent  or  any  of  its  Subsidiaries.  Each  of  the  Parent,  RCLP,  the
Subsidiaries and the Development Affiliates is Solvent.

      SECTION 7.15.     Litigation.
                        ----------

      Except as set forth on  Schedule  7.15.,  there are no  actions,  suits or
proceedings  pending  against,  or to the  knowledge  of the  Parent  threatened
against or affecting,  any Borrower,  any Guarantor,  any Development  Affiliate
Guarantor or any of the other  Subsidiaries of the Parent or any Borrower before
any court or arbitrator or any governmental  body,  agency or official (a) which
could reasonably be expected to have a Materially  Adversely Effect or (b) which
in any manner draws into  question the  validity or  enforceability  of any Loan
Document.

      SECTION 7.16.     ERISA.
                        -----

      (a) Existing  Plans.  Except for Plans as set forth on Schedule  7.16., no
Borrower nor any Guarantor maintains, nor has any Borrower, any Guarantor or any
Development Affiliate Guarantor at any time maintained,  any Plan subject to the
provisions  of ERISA.  None of any Borrower,  any  Guarantor or any  Development
Affiliate  Guarantor  is, nor has at any time been,  a member of any ERISA Group
with any Person that has at any time maintained any such Plan.

      (b) ERISA and Internal Revenue Code Compliance and Liability.  Each of the
Borrowers,  the  Guarantors  and  the  Development  Affiliate  Guarantors  is in
compliance  with all  applicable  provisions  of ERISA and the  regulations  and
published  interpretations  thereunder  with  respect to all Plans  except where
failure to comply would not result in a Materially Adverse Effect and except for
any required  amendments for which the remedial  amendment  period as defined in
Section 401(b) of the Code has not yet expired. Each Plan that is intended to be
qualified under Section 401(a) of the Internal  Revenue Code has been determined
by the Internal  Revenue  Service to be so qualified,  and each trust related to
such plan has been  determined to be exempt under Section 501(a) of the Internal
Revenue  Code.  No material  liability  has been incurred by any Borrower or any
Guarantor  which remains  unsatisfied for any taxes or penalties with respect to
any Plan or any Multiemployer Plan.

      (c) Funding. No Plan has been terminated,  nor has any accumulated funding
deficiency  (as  defined  in  Section  412 of the  Internal  Revenue  Code) been
incurred (without regard to any waiver granted under Section 412 of the Internal
Revenue  Code),  nor has any  funding  waiver  from  the IRS  been  received  or
requested with respect to any Plan,  nor has any Borrower,  any Guarantor or any
Development  Affiliate  Guarantor failed to make any contributions or to pay any
amounts due and owing as required by Section 412 of the Internal  Revenue  Code,
Section  302 of ERISA or the  terms of any Plan  prior to the due  dates of such
contributions  under Section 412 of the Internal  Revenue Code or Section 302 of
ERISA,  nor has there been any event  requiring  any  disclosure  under  Section
4041(c)(3)(C), 4063(a) or 4068(f) of ERISA with respect to any Plan.

      (d)  Prohibited  Transactions  and  Payments.  None of any  Borrower,  any
Guarantor or any Development Affiliate Guarantor has: (1) engaged in a nonexempt
prohibited  transaction described in Section 406 of ERISA or Section 4975 of the
Internal  Revenue  Code;  (2) incurred any  liability to the PBGC which  remains
outstanding  other than the  payment of  premiums  and there are no  prepayments
which are due and unpaid; (3) failed to make a required  contribution or payment
to a Multiemployer  Plan; or (4) failed to make a required  installment or other
required payment under Section 412 of the Internal Revenue Code.

      (e)   No ERISA Termination Event.  No Termination Event has occurred or
            --------------------------
is reasonably expected to occur.

      (f) ERISA  Litigation.  No  material  proceeding,  claim,  lawsuit  and/or
investigation  is existing or, to the best  knowledge of RCLP after due inquiry,
threatened  concerning  or involving any (1) employee  welfare  benefit plan (as
defined in Section 3(1) of ERISA) currently  maintained or contributed to by any
Borrower, (2) Plan or (3) Multiemployer Plan.

      SECTION 7.17.     Environmental Matters.
                        ---------------------

      Each  of  the  Borrowers,   the  Guarantors,   the  Development  Affiliate
Guarantors and the other Subsidiaries of the Parent or any Borrower has obtained
all Governmental Approvals which are required under Environmental Laws and is in
compliance  in all  material  respects  with all  terms and  conditions  of such
Governmental  Approvals and all such Environmental Laws. The Parent is not aware
of,  and has not  received  notice  of,  any past,  present,  or future  events,
conditions,  circumstances,  activities, practices, incidents, actions, or plans
which, with respect to any Borrower,  the Guarantors,  the Development Affiliate
Guarantors or any of the other  Subsidiaries of the Parent or any Borrower,  may
interfere with or prevent compliance or continued  compliance with Environmental
Laws, or may give rise to any common-law or legal  liability,  or otherwise form
the basis of any claim, action,  demand, suit,  proceeding,  hearing,  study, or
investigation, 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 pollutant,
contaminant,  chemical, or industrial, toxic, or other Hazardous Material. 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 Parent's  knowledge,  threatened,  against any Borrower,  any
Guarantor,  any Development  Affiliate  Guarantor or any other Subsidiary of the
Parent or any Borrower relating in any way to Environmental Laws.

      SECTION 7.18.     Taxes.
                        -----

      All federal, state and other tax returns of the Borrowers, the Guarantors,
the Development Affiliate Guarantors and the other Subsidiaries of the Parent or
any Borrower  required by Applicable  Law to be filed have been duly filed,  and
all federal,  state and other taxes,  assessments and other governmental charges
or levies upon any Borrower, any Guarantor,  any Development Affiliate Guarantor
or any other  Subsidiary  of the  Parent or any  Borrower  and their  respective
properties, income, profits and assets which are due and payable have been paid,
except any such  nonpayment  which is at the time  permitted  under Section 8.3.
None of the United States income tax returns of any Borrower, any Guarantor, any
Development  Affiliate  Guarantor or any other  Subsidiary  of the Parent or any
Borrower are under  audit.  No tax liens have been filed and no claims are being
asserted with respect to any such taxes.  All charges,  accruals and reserves on
the books of each Borrower, each Guarantor, each Development Affiliate Guarantor
and each other  Subsidiary of the Parent or any Borrower in respect of any taxes
or other governmental charges are in accordance with GAAP.

      SECTION 7.19.     Investment Company; Public Utility Holding Company.
                        --------------------------------------------------

      No Borrower,  no Guarantor,  no  Development  Affiliate  Guarantor nor any
other Subsidiary of the Parent or any Borrower 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 to consummate the transactions contemplated by this Agreement
or to perform its obligations under any Loan Document to which it is a party.

      SECTION 7.20.     Full Disclosure.
                        ---------------

      All written  information  furnished by or on behalf of any  Borrower,  any
Guarantor or any  Development  Affiliate  Guarantor to the Agent and the Lenders
for  purposes  of or in  connection  with  this  Agreement  and the  other  Loan
Documents or any transaction  contemplated  hereby is, and all such  information
hereafter  furnished  by or on  behalf of any  Borrower,  any  Guarantor  or any
Development  Affiliate Guarantor to the Agent or any of the Lenders will be true
and accurate in all material  respects on the date as of which such  information
is stated or certified  and does not,  and will not,  fail to state any material
facts necessary to make the statements  contained  therein not  misleading.  The
Parent  has  disclosed  to the Agent in writing  any and all facts  known to the
Parent which  materially  and adversely  affect or may affect (to the extent the
Parent can now  reasonably  foresee),  the  business,  operations  or  financial
condition of each Borrower, each Guarantor, each Development Affiliate Guarantor
and each of the other Consolidated Subsidiaries, or the ability of any Borrower,
any Guarantor or any Development  Affiliate Guarantor to perform its obligations
under the Loan Documents to which it is a party.

      SECTION 7.21.     Not Plan Assets.
                        ---------------

      None of the  assets of any  Borrower,  any  Guarantor  or any  Development
Affiliate Guarantor  constitute,  nor will constitute,  plan assets,  within the
meaning of ERISA,  the  Internal  Revenue  Code and the  respective  regulations
promulgated  thereunder,  of any ERISA Plan or Non-ERISA  Plan.  The  execution,
delivery and performance of this  Agreement,  and the borrowing and repayment of
amounts  thereunder,  do not and will not constitute  "prohibited  transactions"
under ERISA or the Internal Revenue Code.

      SECTION 7.22.     Business.
                        --------

      The Parent and its  Consolidated  Subsidiaries,  and each Borrower and its
Consolidated  Subsidiaries,  are engaged in the business of owning, managing and
developing  community and  neighborhood  shopping  centers and other  activities
incidental thereto.

      SECTION 7.23.     Title to Properties; Necessary Agreements, Licenses,
                        ----------------------------------------------------
                           Permits; Adverse Contracts.

      Each  of  the  Borrowers,   the  Guarantors,   the  Development  Affiliate
Guarantors and the other Subsidiaries of the Parent or any Borrower (i) has good
and  marketable  title to its assets and  properties  except as disclosed in the
consolidated  financial  statements of the Parent delivered to the Agent and the
Lenders,  (ii) is in compliance with all real and personal property leases where
the failure to so be in compliance would have a Materially Adverse Effect, (iii)
possess  all  necessary  and  appropriate   agreements,   contracts,   franchise
arrangements,  patents,  trademarks,  licenses,  permits and other  intellectual
property  rights  free from  burdensome  or undue  restriction  and (iv) has not
infringed  upon or otherwise  violated any trademark,  patent,  license or other
intellectual  property agreement where such infringement would have a Materially
Adverse Effect. No Borrower,  no Guarantor,  no Development  Affiliate Guarantor
nor any of the other  Subsidiaries  of the Parent or any  Borrower  has  assumed
liability under or is a party to nor is it or any of its property  subject to or
bound by any  forward  purchase  contract,  futures  contract,  covenant  not to
compete,  unconditional purchase, take or pay or other agreement which restricts
its ability to conduct its business or, either individually or in the aggregate,
has a  Materially  Adverse  Effect or could  reasonably  be  expected  to have a
Materially Adverse Effect.

      SECTION 7.24.     Non-Guarantor Entities.
                        ----------------------

      Schedule 7.24. is as of the date hereof a complete and correct list of all
Non-Guarantor  Entities,  setting forth for each such Person,  the correct legal
name of such Person, the type of legal entity which each such Person is, and all
equity  interests in such Person held directly or  indirectly by the Parent.  No
Non-Guarantor  Entity satisfies any condition contained in clause (i) or (ii) of
Section 8.24.(a).

                             ARTICLE VIII. COVENANTS

      SECTION 8.1.      Information.
                        -----------

      The Borrowers and the Parent, as applicable, will deliver to the Agent:

      (a) Within 100 days after the end of each fiscal  year of the Parent,  the
audited   consolidated   balance  sheet  of  the  Parent  and  its  Consolidated
Subsidiaries  as of the end of such  fiscal  year and the  related  consolidated
statements of operations,  stockholders' equity and cash flows of the Parent and
its  Consolidated  Subsidiaries  for such  fiscal  year (the  "Parent  Financial
Statements"), setting forth in comparative form the figures as of the end of and
for the previous  fiscal year. The chief  financial  officer of the Parent shall
certify that the Parent  Financial  Statements  have been prepared in accordance
with GAAP and  present  fairly  the  financial  position  of the  Parent and its
Consolidated  Subsidiaries,  as applicable, as of the date thereof. The audit of
the Parent  Financial  Statements  shall be performed by  independent  certified
public accountants of recognized  national standing acceptable to the Agent (the
"Audit Firm"). In addition, within 100 days after the end of each fiscal year of
the  Parent,  each  Development  Affiliate  shall  deliver to the Agent and each
Lender the unaudited  consolidated  balance sheet of such Development  Affiliate
and  its  Subsidiaries  as of the  end of  such  fiscal  year  and  the  related
consolidated  statements  of operations  of such  Development  Affiliate and its
Subsidiaries  for  such  fiscal  year  (the  "Development   Affiliate  Financial
Statements"), setting forth in comparative form the figures as of the end of and
for the previous  fiscal year. The chief  financial  officer of the Parent shall
certify that the Development  Affiliate Financial  Statements have been prepared
in  accordance  with GAAP  (except for tax  provisions  and related  liabilities
determined in accordance with Financial  Accounting Standards Board Statement of
Financial  Accounting  Standards 109), and present fairly the financial position
of the Development Affiliate and their respective  Subsidiaries,  as applicable,
as of the date thereof. The Development  Affiliate Financial Statements shall be
accompanied  by a letter  prepared  by the  Audit  Firm  stating  that they have
performed  certain  agreed upon  procedures  that  verify (i) the Net  Operating
Income  of each  Property  owned  by each  Development  Affiliate  and  which is
included in  determinations  of the Borrowing  Base,  (ii) the cost basis of the
real estate  assets of each  Development  Affiliate,  and (iii) the  outstanding
liabilities (other than liabilities  related to deferred taxes) and intercompany
balances of each Development Affiliate;

      (b) Within 50 days after the close of each of the first,  second and third
fiscal quarters of the Parent, the unaudited  consolidated  balance sheet of the
Parent  and  RCLP as of the  end of such  period  and the  related  consolidated
statements of operations,  stockholders' equity and cash flows of the Parent and
RCLP for such period (the "Quarterly  Financial  Statements"),  setting forth in
each case in comparative form the figures for the  corresponding  periods of the
previous  fiscal year. The chief  financial  officer of the Parent shall certify
that the Quarterly  Financial  Statements  have been prepared in accordance with
GAAP and  present  fairly the  financial  position  of the  Parent and RCLP,  as
applicable, as of the date thereof;

      (c) simultaneously  with the delivery of each set of financial  statements
of the Parent  referred to in the immediately  preceding  clauses (a) and (b), a
certificate of the chief financial  officer of the Parent  substantially  in the
form of  Exhibit Q (i)  setting  forth in  reasonable  detail  the  calculations
required to establish whether the Parent was in compliance with the requirements
of Sections  8.12.,  8.23. , 8.28. and Article IX. on the date of such financial
statements,  (ii) setting forth a schedule of all current Contingent Obligations
of the Parent,  each Borrower,  all  Subsidiaries of the Parent or any Borrower,
all Preferred Stock Entities and all Unconsolidated Affiliates and (iii) stating
whether any Default or Event of Default  exists on the date of such  certificate
and, if any Default or Event of Default then exists,  setting  forth the details
thereof and the action which the Parent and the Borrowers are taking or proposes
to take with respect thereto;

      (d) as soon as available  and in any event within 50 days after the end of
each fiscal quarter of RCLP, (i) an Unencumbered Pool Certificate  setting forth
the  information  to be  contained  therein  as of the last  day of such  fiscal
quarter and (ii) (A) a list of all Non-Guarantor  Entities as of the last day of
such fiscal quarter,  setting forth for each such Person, the correct legal name
of such  Person,  the type of legal  entity  which each such  Person is, and all
equity  interests in such Person held  directly or  indirectly by the Parent and
RCLP and (B) a certification by RCLP for each such  Non-Guarantor  Entity of the
amount of Indebtedness of such Non-Guarantor  Entity and what amount, if any, of
such Indebtedness is not Nonrecourse Indebtedness.

      (e) simultaneously  with the delivery of each set of financial  statements
referred to in the immediately  preceding clause (a), a statement of the firm of
independent  public  accountants  which  reported  on  such  statements  whether
anything  has come to their  attention to cause them to believe that any Default
or Event of Default existed on the date of such statements;

      (f) simultaneously  with the delivery of each set of financial  statements
referred  to in the  immediately  preceding  clauses  (a) and (b),  a report  of
"funding  capacity" of the Parent,  certified by the chief financial  officer of
the Parent,  providing a  comparison  of the costs to complete  developments  in
process,  the costs of developments  under contract and approved by the Parent's
capital allocation committee,  and loans maturing during the next 12 months, and
any other significant capital commitments;

      (g) no later than December 1 of each calendar year, the annual plan of the
Parent and its  Consolidated  Subsidiaries  which  plan  shall at least  include
capital and operating  expense budgets,  projections of sources and applications
of funds, a projected  balance sheet,  profit and loss projections of the Parent
and its Consolidated Subsidiaries for each quarter of the next succeeding fiscal
year and a update copy of Schedule 7.6.,  all itemized in reasonable  detail and
shall  also  set  forth  the pro  forma  calculations  required  (including  any
assumptions, where appropriate) to establish whether or not the Parent, and when
appropriate  its  Consolidated  Subsidiaries,  will be in  compliance  with  the
covenants  contained in Sections 8.12.  and 8.23.,  8.28. and Article IX. at the
end of each fiscal quarter of the next succeeding fiscal year;

      (h) promptly upon receipt thereof,  copies of all reports submitted to any
Borrower or the Parent or the Board of  Directors  of the Parent or any Borrower
by  its  independent  public  accountants,  including  without  limitation,  any
management report;

      (i) within five days after any  executive  officer of any  Borrower or the
Parent  obtains  knowledge of any Default or Event of Default,  a certificate of
the  president  or chief  financial  officer  of such  Borrower  or  Parent,  as
applicable, setting forth the details thereof and the action which such Borrower
or Parent is taking or proposes to take with respect thereto;

      (j) promptly upon the mailing  thereof to the  shareholders  of the Parent
generally,  copies of all financial statements,  reports, offering memoranda and
proxy statements so mailed;

      (k)  within 10 days of the  filing  thereof,  copies  of all  registration
statements  (other than 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 Parent or RCLP shall file
with the  Securities  and Exchange  Commission  (or any  Governmental  Authority
substituted therefor) or any national securities exchange;

      (l)   promptly upon the release thereof, copies of all press releases of
any Borrower and the Parent and any Subsidiary;

      (m) promptly upon obtaining knowledge thereof, a description in reasonable
detail of any action,  suit or proceeding  commenced or  threatened  against any
Borrower, any Guarantor,  any Development Affiliate Guarantor, any Subsidiary of
the Parent or any Borrower or any Unencumbered Pool Property which is reasonably
likely to have a Materially Adverse Effect;

      (n)   promptly upon the occurrence thereof, written notice of any
material change in the senior management of any Borrower or the Parent;

      (o) promptly upon the occurrence  thereof,  a copy of any amendment to the
articles of incorporation, bylaws, operating agreement, partnership agreement or
other  organizational or constituent  document of the Parent, any Borrower,  any
Guarantor or any Development Affiliate Guarantor;

      (p) upon request by the Agent, all financial information maintained on the
Parent, any Borrower, any Guarantor, any Development Affiliate Guarantor and the
individual real estate projects owned by the Parent, any Borrower, any Guarantor
or any Development Affiliate Guarantor,  including, but not limited to, property
cash flow  reports,  property  budgets,  operating  statements,  leasing  status
reports  (both actual  occupancy  and leased  occupancy),  contingent  liability
summary,  note  receivable  summary,  summary of cash and cash  equivalents  and
overhead and capital improvement budgets;

      (q) within 10 days of the filing thereof, each federal or state income tax
return of the Parent, each Borrower, each Guarantor , each Development Affiliate
Guarantor and each other Subsidiary of the Parent or any Borrower;

      (r)  written  notice  not later than  public  disclosure  of any  material
Investments,  material acquisitions,  dispositions,  disposals,  divestitures or
similar transactions involving Property, the raising of additional equity or the
incurring  or  repayment of material  Indebtedness,  by or with the Parent,  any
Borrower,  any  Guarantor,  any  Development  Affiliate  Guarantor  or any other
Subsidiary of the Parent or any Borrower;

      (s) if, in  connection  with a request  by a Borrower  that a Property  be
accepted as an Unencumbered  Pool Property,  such Borrower was unable to provide
any  operating  statement or occupancy  report for the entire  period called for
under clause (ii) or (iv) of Section  4.1.(c)  because such  information was not
reasonably  available to such  Borrower but such  information  does later become
available to such Borrower,  such Borrower will promptly provide such reports to
the Agent and the Lenders;

      (t) promptly upon the request of the Agent, evidence of RCLP's calculation
of the  Ownership  Share  with  respect  to a  Subsidiary  or an  Unconsolidated
Affiliate,  such evidence to be in form and detail satisfactory to the Agent and
the Majority Lenders; and

      (u)  from  time to  time  and  promptly  upon  each  request,  such  data,
certificates,  reports,  statements,  opinions of counsel,  documents or further
information regarding the business,  assets,  liabilities,  financial condition,
results of operations  or business  prospects of the Parent,  any Borrower,  any
Guarantor,  any Development  Affiliate  Guarantor or any other Subsidiary of the
Parent or any Borrower as the Agent or any Lender may reasonably request.

      SECTION 8.2.      ERISA Reporting.
                        ---------------

      Each Borrower  shall deliver to the Agent as soon as possible,  and in any
event within 10 Business Days after such  Borrower  knows that any of the events
or conditions specified below with respect to any Plan or Multiemployer Plan has
occurred or exists,  a statement  signed by the chief financial  officer of such
Borrower  setting  forth  details  respecting  such event or  condition  and the
action, if any, that such Borrower or its ERISA Affiliate  proposes to take with
respect thereto (and a copy of any report or notice required to be filed with or
given to PBGC by such Borrower or an ERISA  Affiliate with respect to such event
or condition):

      (a) any reportable  event,  as defined in Section 4043(b) of ERISA and the
regulations issued thereunder,  with respect to a Plan, as to which PBGC has not
by  regulation  waived the  requirement  of Section  4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event (provided that a failure
to meet the minimum funding standard of Section 412 of the Internal Revenue Code
or Section 302 of ERISA, including,  without limitation,  the failure to make on
or  before  its due date a  required  installment  under  Section  412(m) of the
Internal  Revenue Code or Section 302(e) of ERISA,  shall be a reportable  event
regardless of the issuance of any waivers in accordance  with Section  412(d) of
the Internal Revenue Code); and any request for a waiver under Section 412(d) of
the Internal Revenue Code for any Plan;

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

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

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

      (e) the  institution  of a proceeding by a fiduciary of any  Multiemployer
Plan against  such  Borrower or any ERISA  Affiliate  to enforce  Section 515 of
ERISA, which proceeding is not dismissed within 30 days; and

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

      SECTION 8.3.      Payment of Obligations.
                        ----------------------

      Each Borrower and the Parent will pay and  discharge,  and will cause each
Guarantor, each Development Affiliate Guarantor and each other Subsidiary of the
Parent or any Borrower to pay and discharge,  at or before  maturity,  all their
respective material obligations and liabilities,  including, without limitation,
tax  liabilities,  except  where  the same  may be  contested  in good  faith by
appropriate  proceedings  unless the  contest  thereof  would have a  Materially
Adverse  Effect,  and  will  maintain,  and  will  cause  each  Guarantor,  each
Development  Affiliate  Guarantor and each other Subsidiary of the Parent or any
Borrower to maintain,  in  accordance  with GAAP,  appropriate  reserves for the
accrual of any of the same.

      SECTION 8.4.      Preservation of Existence and Similar Matters.
                        ---------------------------------------------

      Except as otherwise  permitted under Section 8.13.,  each Borrower and the
Parent shall preserve and maintain,  and cause each Guarantor,  each Development
Affiliate  Guarantor and each other  Subsidiary of the Parent or any Borrower to
preserve and maintain, its respective existence,  rights,  franchises,  licenses
and  privileges  in the  jurisdiction  of its  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 would have a Materially Adverse Effect.

      SECTION 8.5.      Maintenance of Property.
                        -----------------------

      Each Borrower and the Parent shall,  and shall cause each other Guarantor,
each Preferred Stock Entity,  each Development  Joint Venture,  each Development
Affiliate  Guarantor and each other Subsidiary of the Parent or any Borrower to,
(a) protect and  preserve  all of its  material  properties,  including  without
limitation,  all  Unencumbered  Pool  Properties,  and  maintain in good repair,
working order and condition all tangible  properties,  and (b) from time to time
make  or  cause  to be  made  all  needed  and  appropriate  repairs,  renewals,
replacements and additions to such properties.

      SECTION 8.6.      Conduct of Business.
                        -------------------

      Each  Borrower  and the Parent shall at all times carry on, and cause each
other Guarantor,  each Development Affiliate Guarantor and each other Subsidiary
of the Parent or any Borrower to carry on, its respective businesses in the same
fields as engaged  in on the  Agreement  Date and not enter,  and not permit any
other Guarantor,  any Development Affiliate Guarantor or any other Subsidiary of
the Parent or any  Borrower to enter,  into any line of business  not  otherwise
engaged in by such Person as of the Agreement Date.

      SECTION 8.7.      Insurance.
                        ---------

      Each  Borrower  and the  Parent  shall  maintain,  and  cause  each  other
Guarantor, each Development Affiliate Guarantor and each other Subsidiary of any
Borrower  or the  Parent  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 fire and extended  coverage,
public liability, property damage, workers' compensation and flood insurance (if
required under  Applicable Law). Each Borrower and the Parent shall from time to
time  deliver  to the Agent or any  Lender  upon its  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 8.8.      Modifications to Material Contracts.
                        -----------------------------------

      Except as  otherwise  provided in Section  8.22.,  the  Borrowers  and the
Parent  shall not enter into,  or permit any other  Guarantor,  any  Development
Affiliate  Guarantor  or any other  Subsidiary  of the Parent or any Borrower to
enter into, any amendment or modification to any Material Contract or default in
the  performance  of any  obligations  of the Parent,  any  Borrower,  any other
Guarantor,  any Development  Affiliate  Guarantor or any other Subsidiary of the
Parent or any Borrower in any Material  Contract or permit any Material Contract
to be canceled or terminated prior to its stated maturity.

      SECTION 8.9.      Environmental Laws.
                        ------------------

      Each Borrower and the Parent shall comply, and cause all other Guarantors,
all Development Affiliate Guarantors and all other Subsidiaries of the Parent or
any Borrower to comply, in all material respects with all Environmental Laws. If
the  Parent,  any  Borrower,  any other  Guarantor,  any  Development  Affiliate
Guarantor  or any other  such  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, (b) receive notice that any administrative or judicial
complaint  or order  has been  filed  or is about to be filed  against  any such
Person 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,  the Parent shall promptly provide the Agent with a copy of such notice
and in any event  within 10 days after the receipt  thereof by any such  Person.
Each Borrower and the Parent shall, and shall cause each other  Guarantor,  each
Development  Affiliate  Guarantor and each other Subsidiary of the Parent or any
Borrower to,  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.

      SECTION 8.10.     Compliance with Laws and Material Contracts.
                        -------------------------------------------

      Each Borrower and the Parent will comply,  and cause each other Guarantor,
each Development  Affiliate Guarantor and each other Subsidiary of the Parent or
any Borrower to comply,  with (a) all Applicable Laws,  except where the failure
to so comply  would not have a Materially  Adverse  Effect and (b) all terms and
conditions of all Material Contracts to which it is a party.

      SECTION 8.11.     Inspection of Property, Books and Records.
                        -----------------------------------------

      Each  Borrower  and the  Parent  will  keep,  and will  cause  each  other
Guarantor, each Development Affiliate Guarantor and each other Subsidiary of the
Parent or any  Borrower  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;  and will permit,  and will cause each
other Guarantor,  each Development Affiliate Guarantor and each other Subsidiary
of the Parent or any  Borrower  to permit,  representatives  of the 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 Parent's presence prior to
an Event of Default,  all at such reasonable  times during business hours and as
often as may  reasonably  be desired  and with  reasonable  notice so long as no
Event of Default shall have occurred and be continuing.

      SECTION 8.12.     Indebtedness.
                        ------------

      Each  Borrower  and the  Parent  will not,  and will not  permit any other
Guarantor,  any Development  Affiliate Guarantor or any Subsidiary of the Parent
or any  Borrower to,  incur,  assume or suffer to exist any  Indebtedness  other
than:

      (a)   Indebtedness under this Agreement;

      (b)   Indebtedness set forth in Schedule 7.6.;

      (c)   Indebtedness represented by declared but unpaid dividends; and

      (d) Secured  Indebtedness  and other Unsecured  Indebtedness  that is pari
passu with and is not  subordinate in right of payment or otherwise to the Loans
and the other  Obligations,  so long as (i) no Default or Event of Default shall
have  occurred  and be  continuing  and  (ii)  the  incurrence  of such  Secured
Indebtedness or other Unsecured Indebtedness would not cause the occurrence of a
Default or Event of Default, including without limitation, a Default or Event of
Default resulting from a violation of Section 9.2. or 9.3.

      SECTION 8.13.     Consolidations, Mergers and Sales of Assets.
                        -------------------------------------------

      The  Borrowers  and the Parent  shall not,  and shall not permit any other
Guarantor,  any Development  Affiliate  Guarantor or any other Subsidiary of the
Parent  or any  Borrower  to,  (a)  enter  into any  transaction  of  merger  or
consolidation;  (b)  liquidate,  wind-up  or  dissolve  itself  (or  suffer  any
liquidation or dissolution) or (c) convey,  sell, lease,  sublease,  transfer or
otherwise dispose of, in one or a series of transactions,  any Unencumbered Pool
Property or any interest therein, or all or any substantial part of its business
or assets,  or the capital stock of or other equity interests in any Subsidiary,
except that (i) a Subsidiary  of a Borrower may merge or  consolidate  with such
Borrower or a Wholly Owned  Subsidiary of such Borrower,  (ii) a Subsidiary of a
Borrower  may sell,  transfer  or dispose of its  assets to such  Borrower  or a
Wholly Owned Subsidiary of such Borrower, (iii) a Development Joint Venture that
is a  Borrower  may (x) merge  with and into RCLP or (y)  liquidate,  so long as
after giving effect to any such merger or liquidation (A) all Unencumbered  Pool
Properties of such Development Joint Venture immediately prior to such merger or
liquidation are owned by RCLP immediately  after giving effect to such merger or
liquidation and (B) all Loans and other  Obligations of such  Development  Joint
Venture are either  assumed by RCLP or repaid  prior to or  simultaneously  with
such merger or liquidation,  and (iv) any Subsidiary of the Parent identified in
Section  8.27.  may (x) merge with and into RCLP or any other  Subsidiary of the
Parent identified in such Section, (y) liquidate,  so long as such Subsidiary is
a Wholly Owned Subsidiary of the Parent and (z) sell, transfer or dispose of its
assets to RCLP or any other Subsidiary of the Parent identified in such Section,
so long as any such merger, liquidation,  sale, transfer or disposition referred
to in this  clause  (iv) is being  effected  in  connection  with  the  Parent's
compliance  with its  obligations  under the  first  sentence  of such  Section.
Further,  the  Borrowers  and the  Parent  shall  not,  and shall not permit any
Guarantor,  any Development  Affiliate Guarantor nor any other Subsidiary of the
Parent or any Borrower to, enter into any  sale-leaseback  transactions or other
transaction  by which any 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 8.14.     Use of Proceeds and Letters of Credit.
                        -------------------------------------

      The Borrowers will only use the proceeds of the Loans for  pre-development
costs, development costs,  acquisitions,  capital expenditures,  working capital
and general corporate purposes, equity investments, repayment of Indebtedness or
scheduled   amortization   payments   on   Indebtedness,   financing   loans  to
Subsidiaries,  Unconsolidated  Affiliates,  Preferred  Stock  Entities and other
Affiliates  of the  Borrowers  for  development  activities,  and  for no  other
purposes. Except as permitted in Section 8.23., no Borrower may use any proceeds
of the Loans for the purpose of purchasing or carrying any "margin stock" within
the meaning of  Regulations U and X. The Borrowers may use the Letters of Credit
only for the same  purposes for which they may use the  proceeds of Loans.  RCLP
shall use the proceeds of the initial Revolving Loans made on the Effective Date
for general corporate purposes.

      SECTION 8.15. Tenant Concentration.
                    --------------------

      No Borrower nor the Parent  shall permit the Adjusted  Base Rents from any
single tenant  (excluding  Credit  Tenants but including all  Affiliates of such
tenant other than Credit Tenants), to exceed 15% of Adjusted Base Rents from all
Properties of the Parent, the Borrowers and their respective Subsidiaries.

      SECTION 8.16. Acquisitions.
                    ------------

      The  Borrowers  and the  Parent  shall  not,  and  shall  not  permit  any
Subsidiary of the Parent or any Borrower to, make any  Acquisition  in which the
consideration  paid  (whether  by way of  payment of cash,  issuance  of capital
stock,  assumption of Indebtedness,  or otherwise) by a Borrower,  the Parent or
such  Subsidiary  equals or  exceeds  35% of the sum of (a)  total  consolidated
assets of the  Parent  plus (b)  consolidated  accumulated  depreciation  of the
Parent (or in the case of an Acquisition by a Development  Affiliate,  (a) total
consolidated  assets  of  such  Development   Affiliate  plus  (b)  consolidated
accumulated depreciation of such Development Affiliate) unless (i) no Default or
Event of Default  shall have occurred and be  continuing,  (ii) the Parent shall
have given the Agent and the  Lenders at least 30 days prior  written  notice of
such  Acquisition and (iii) the Parent shall have delivered to the Agent and the
Lenders a Compliance  Certificate,  calculated on a pro forma basis,  evidencing
the Borrowers' and Parent's  continued  compliance with the terms and conditions
of this Agreement and the other Loan Documents,  including  without  limitation,
the financial  covenants  contained in Article IX.,  after giving effect to such
Acquisition.

      SECTION 8.17.     Exchange Listing.
                        ----------------

      The Parent shall cause its common stock to be listed for trading on either
the New York Stock Exchange or the American Stock Exchange.

      SECTION 8.18.     REIT Status.
                        -----------

      Parent will at all times maintain its status as a REIT.

      SECTION 8.19.     Negative Pledge; Restriction on Distribution Rights.
                        ---------------------------------------------------

      The  Borrowers  and  Parent  shall  not,  and shall not  permit  any other
Guarantor, any Development Affiliate Guarantor or other Subsidiary of the Parent
or any Borrower,  to (a) create,  assume, incur or permit or suffer to exist any
Lien upon any of the  Unencumbered  Pool  Properties  or any direct or  indirect
ownership  interest  of RCLP  in any  Guarantor  owning  any  Unencumbered  Pool
Property,  other than  Permitted  Liens;  (b) enter into or assume any agreement
(other than the Loan  Documents)  prohibiting  the creation or assumption of any
Lien upon its properties or assets,  whether now owned or hereafter acquired; or
(c)  create  or  otherwise  cause or suffer  to exist or  become  effective  any
consensual  encumbrance  or  restriction  of  any  kind  on the  ability  of any
Subsidiary to: (i) pay dividends or make any other  distribution  on any of such
Subsidiary's  capital stock or other equity  interest  owned by the Parent,  any
Borrower or any other  Subsidiary  of the Parent or any  Borrower;  (ii) pay any
Indebtedness  owed to the Parent,  any Borrower or any other  Subsidiary  of the
Parent or any Borrower; (iii) make loans or advances to the Parent, any Borrower
or any other  Subsidiary of the Parent or any Borrower;  or (iv) transfer any of
its property or assets to the Parent,  any Borrower or any other  Subsidiary  of
the Parent or any Borrower.

      SECTION 8.20.     Agreements with Affiliates.
                        --------------------------

      The  Borrowers  and the Parent  shall not,  and shall not permit any other
Guarantor,  any Development  Affiliate  Guarantor or any other Subsidiary of the
Parent or any Borrower to, enter into any  transaction  requiring such Person to
pay any amounts to or otherwise  transfer  property to, or pay any management or
other fees to, any Affiliate other than on terms and conditions substantially as
favorable to the Parent, such Borrower,  such other Guarantor,  such Development
Affiliate  Guarantor or such other Subsidiary as would be obtainable at the time
in a comparable arm's-length transaction with a Person not an Affiliate.

      SECTION 8.21.     ERISA Exemptions.
                        ----------------

      The  Borrowers  and the Parent  shall not,  and shall not permit any other
Guarantor,  any  Development  Affiliate  Guarantor 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, of any ERISA Plan or any Non-ERISA Plan.

      SECTION 8.22.     Compliance with and Amendment of Charter or Bylaws.
                        --------------------------------------------------

      The Borrowers and the Parent will, and will cause each other Guarantor and
each  Development  Affiliate  Guarantor  to (a)  comply  with  the  terms of its
articles of incorporation, bylaws, operating agreement, partnership agreement or
other  organizational  or  constituent  document and (b) not amend,  supplement,
restate or otherwise  materially modify its articles of incorporation,  by-laws,
operating   agreement,   partnership   agreement  or  other   organizational  or
constituent  document  without the prior  written  consent of the Lenders  whose
combined  Pro Rata Shares  equal or exceed 51% except as is  required  (i) under
Applicable Laws or (ii) in order to maintain compliance with Section 8.18.

      SECTION 8.23.     Distributions.
                        -------------

      If no Event of Default shall have occurred and be continuing,  none of the
Parent, the Borrowers or any Subsidiary of any Borrower (other than Wholly Owned
Subsidiaries)  shall  directly  or  indirectly  declare  or make,  or incur  any
liability to make, any Restricted Payments other than:

      (a)  (i)  distributions  to its  shareholders,  partners  or  members,  as
applicable,  and  (ii)  payments  made by the  Parent  or RCLP to  purchase  (A)
outstanding  shares of the  common  stock of the  Parent  (other  than  payments
described in clause (b) below) or (B) outstanding units of preferred partnership
interests  (but only if and to the extent  required  pursuant  to the  mandatory
redemption provisions set forth in RCLP's Third Amended and Restated Partnership
Agreement,  as  amended,  in  connection  with  RCLP's  issuance  of  redeemable
preferred  units in order to comply with Section 5 of the  Parent's  Articles of
Incorporation  and in the  minimum  amount  necessary  to avoid a  violation  of
Sections 856(a)(6) and 856(h) of the Internal Revenue Code), which distributions
and payments in the aggregate  shall not exceed 95% of Funds From  Operations as
of the end of each  fiscal  quarter  for the four  fiscal  quarter  period  then
ending; provided,  however, that any payments made pursuant to clause (ii) above
shall not exceed 10% of Funds from Operations for such four quarter period;

      (b) other  payments  made by the  Parent or RCLP to  purchase  outstanding
shares of the common stock of the Parent up to an amount equal to the  aggregate
net proceeds  received by the Parent or RCLP in  connection  any issuance by the
Parent or RCLP of Preferred  Stock (which  payments may be made with proceeds of
Loans to the extent net proceeds of such  Preferred  Stock issuance were used to
make an optional prepayment of outstanding Loans);  provided,  however, that any
such payments made pursuant to this clause (b) must be made within twelve months
after the date of issuance of such Preferred Stock;

      (c)   distributions of capital gains resulting from certain asset sales
to the extent necessary to maintain compliance with Section 8.18.; and

      (d)   in the case of a Development Affiliate, distribution to its
shareholders, partners or members, as applicable.

If an Event of  Default  under  Section  10.1.(a)  shall  have  occurred  and be
continuing  as a result of any  Borrower's  failure to pay any  principal  of or
interest on any of the  Obligations,  none of the Parent,  the  Borrowers or any
Subsidiary (other than Wholly-Owned  Subsidiaries)  shall directly or indirectly
declare or make, or incur any liability to make, any Restricted Payments. If any
other  Event of  Default  shall have  occurred  and be  continuing,  none of the
Parent,  the Borrowers or any Subsidiary (other than Wholly Owned  Subsidiaries)
shall  directly or  indirectly  declare or make, or incur any liability to make,
any Restricted  Payments  except that the Parent may make  distributions  to its
shareholders in the minimum amount necessary to maintain compliance with Section
8.18.

      SECTION 8.24.     New Guarantors.
                        --------------

      (a) The Parent shall cause any Subsidiary  that is not already a Guarantor
and to which any of the following  conditions  apply (each a "New Guarantor") to
execute and deliver to the Agent an Accession Agreement, together with the other
items required to be delivered under the subsection (c) below:

            (i) such  Person  Guarantees,  or  otherwise  becomes  obligated  in
      respect of, any Indebtedness of (1) the Parent; (2) any Borrower;  (3) any
      other  Subsidiary  of the Parent or any Borrower or (4) any  Non-Guarantor
      Entity; or

            (ii) (A) such  Person  can  become a party to the  Guaranty  without
      violating:  (1) terms of its articles of incorporation,  bylaws, operating
      agreement,  partnership  agreement,  declaration of trust or other similar
      organizational  document,  which terms expressly  prohibit such Subsidiary
      from providing Guarantees of Indebtedness of any other Person or otherwise
      incurring any  Indebtedness or (2) any fiduciary  obligation owing by such
      Subsidiary  to the holders of an equity  interest in such  Subsidiary  and
      imposed under Applicable Law and (B) such Person has incurred, acquired or
      suffered to exist any Indebtedness  other than  Nonrecourse  Indebtedness;
      provided,  however,  the condition of this clause (ii) shall be deemed not
      to apply to any Single Asset Subsidiary; or

            (iii)  such  Person  owns  an  Unencumbered  Pool  Property  and has
      incurred,  acquired  or  suffered  to exist any  Indebtedness  other  than
      Nonrecourse Indebtedness.

      Any such Accession Agreement and the other items required under subsection
(c) below must be  delivered  to the Agent no later than 10 days  following  the
date on which any of the above conditions first applies to a Subsidiary.

      (b) Other  Guarantors.  The Parent  may,  at its  option,  cause any other
Person that is not already a Guarantor  to become a New  Guarantor  by executing
and  delivering  to the Agent an Accession  Agreement,  together  with the other
items required to be delivered under the subsection (c) below.

      (c)  Required  Deliveries.  Each  Accession  Agreement  delivered by a New
Guarantor  under  the  immediately  preceding  subsections  (a) or (b)  shall be
accompanied  by  all  of  the  following  items,  each  in  form  and  substance
satisfactory to the 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 by
      the Secretary of State of the State of formation 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 formation 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 is
      required to be so qualified;

            (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
      (1) 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  and (2) 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;

            (v) an opinion of Foley & Lardner, counsel to RCLP, addressed to the
      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 Agent or its counsel may request; and

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

      SECTION 8.25.     New Development Affiliate Guarantors.
                        ------------------------------------

      (a)  Each  Development  Affiliate  shall  cause  any  Subsidiary  of  such
Development  Affiliate  that is not already a Guarantor  and to which any of the
following  conditions  apply (each a "New Development  Affiliate  Guarantor") to
execute and deliver to the Agent a Development  Affiliate  Accession  Agreement,
together with the other items required to be delivered  under the subsection (c)
below:

            (i) such  Person  Guarantees,  or  otherwise  becomes  obligated  in
      respect of, any Indebtedness of (1) the Parent; (2) any Borrower;  (3) any
      other  Subsidiary  of the  Parent  or any  Borrower,  (4) any  Development
      Affiliate or (5) any Non-Guarantor Entity; or

            (ii) (A) such  Person  can  become a party to the  Guaranty  without
      violating:  (1) terms of its articles of incorporation,  bylaws, operating
      agreement,  partnership  agreement,  declaration of trust or other similar
      organizational  document,  which terms expressly prohibit such Person from
      providing  Guarantees  of  Indebtedness  of any other  Person or otherwise
      incurring any  Indebtedness or (2) any fiduciary  obligation owing by such
      Person to the  holders of an equity  interest  in such  Person and imposed
      under  Applicable  Law and (B)  such  Person  has  incurred,  acquired  or
      suffered to exist any Indebtedness  other than  Nonrecourse  Indebtedness;
      provided,  however,  the condition of this clause (ii) shall be deemed not
      to apply to any Single Asset Subsidiary.

      Any such Accession Agreement and the other items required under subsection
(c) below must be  delivered  to the Agent no later than 10 days  following  the
date on which any of the above conditions first applies to a Subsidiary.

      (b) Other Guarantors.  Any Development Affiliate may, at its option, cause
any other  Person that is not already a  Guarantor  to become a New  Development
Affiliate  Guarantor  by  executing  and  delivering  to the Agent an  Accession
Agreement,  together  with the other items  required to be  delivered  under the
subsection (c) below.

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

            (i)  the  articles  of  incorporation,   articles  of  organization,
      certificate  of limited  partnership  or other  comparable  organizational
      instrument (if any) of such New Development  Affiliate Guarantor certified
      as of a recent date by the Secretary of State of the State of formation of
      such New Development Affiliate Guarantor;

            (ii) a  Certificate  of Good  Standing  or  certificate  of  similar
      meaning with respect to such New Development Affiliate Guarantor issued as
      of a recent date by the  Secretary  of State of the State of  formation of
      such New Development Affiliate 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  Development  Affiliate  Guarantor  is
      required to be so qualified;

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

            (iv) copies  certified by the  Secretary  or Assistant  Secretary of
      such New Development  Affiliate Guarantor (or other individual  performing
      similar  functions) of (1) the by-laws of such New  Development  Affiliate
      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 and (2) all corporate, partnership, member or other necessary
      action taken by such New Development  Affiliate Guarantor to authorize the
      execution, delivery and performance of the Loan Documents to which it is a
      party;

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

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

      SECTION 8.26.     Acquisitions or Developments of Properties.
                        ------------------------------------------

      Neither  the  Parent nor any of its  Subsidiaries  other than RCLP and its
Subsidiaries  shall  acquire or develop  any  Property  directly  or  indirectly
through  the  Acquisition  of a  Subsidiary  other than  Properties  acquired or
developed by the Parent and such  Subsidiaries  on or before  December 31, 1997;
provided, however, that (a) Delk Spectrum, L.P., a Subsidiary of the Parent, may
acquire and develop  Properties after December 31, 1997 so long as the aggregate
value  of such  Properties  is equal to or less  than  $13,000,000;  and (b) the
Parent may acquire the Properties  described on Schedule  8.26.  pursuant to the
merger of Pacific Retail Trust with and into the Parent on February 28, 1999.

      SECTION 8.27.     Transfer of Properties to Borrower.
                        ----------------------------------

      The Parent  shall cause each of RRC General  SPC,  Inc.,  RRC Limited SPC,
Inc., RSP IV Criterion,  Ltd., Regency Rosewood Temple Terrace,  Ltd.,  Treasure
Coast Investors,  Ltd., Landcom Regency Mandarin, Ltd., RRC FL SPC, Inc., RRC AL
SPC,  Inc.,  and RRC MS SPC,  Inc.  to  transfer  all  Properties  owned by such
entities  to RCLP  upon  the  date  six  months  following  the  earlier  of the
prepayment  or  the  maturity  of  the  those  certain   Mortgage   Pass-Through
Certificates  (Series  1993-1)  issued  by RRC  Lender,  Inc.  in the  aggregate
principal amount  $51,000,000  pursuant to that certain Trust Agreement dated as
of November 5, 1993,  between RRC Lender,  Inc., as depositor and Banker's Trust
Company,  as  Trustee  (the  foregoing  transaction  referred  to  herein as the
"Banker's Trust Securitized Loan") provided,  however,  that the Parent may sell
any of such  Properties to a third party prior to the date six months  following
the maturity of the Banker's  Trust  Securitized  Loan. The maturity date of the
Banker's  Trust  Securitized  Loan  shall not be  extended  beyond  its  current
maturity of November 5, 2000.  Notwithstanding  the foregoing,  the Parent shall
not be required to transfer  such  Properties if this  Agreement is amended,  in
form and  substance  satisfactory  to the Agent,  to provide that the  financial
covenants  set  forth in  Article  IX.  be  tested  separately  for RCLP and its
Consolidated Subsidiaries and the Parent and its Consolidated Subsidiaries.

      SECTION 8.28.     Asset Value of Non-Guarantor Entities.
                        -------------------------------------

      At no time shall the aggregate Asset Value of the  Non-Guarantor  Entities
obligated in respect of any  Indebtedness  other than  Nonrecourse  Indebtedness
exceed  10% of  the  Gross  Asset  Value  of the  Parent  and  its  Consolidated
Subsidiaries.  For  purposes  of this  Section,  a  Development  Affiliate  or a
Development  Affiliate Guarantor shall only be considered a Non-Guarantor Entity
hereunder  if it is  obligated  in respect of any  Indebtedness  (excluding  any
Indebtedness   owing  under  any  Loan  Document)   which  is  not   Nonrecourse
Indebtedness.

      SECTION 8.29.     Hedging Agreements.
                        ------------------

      The  Borrowers  and the  Parent  shall  not,  and  shall  not  permit  any
Subsidiary  of the Parent or any Borrower to,  create,  incur or suffer to exist
any  obligations  in  respect  of  Hedging  Agreements  other  than (a)  Hedging
Agreements  existing on the date hereof and  described  in Schedule  8.29.;  (b)
interest rate cap agreements and (c) interest rate Hedging Agreements (excluding
interest  rate cap  agreements)  entered  into from time to time  after the date
hereof with  counterparties  that are nationally  recognized,  investment  grade
financial   institutions   in  an  aggregate   notional  amount  not  to  exceed
$625,000,000  at any time  outstanding;  provided  that,  no  Hedging  Agreement
otherwise permitted hereunder may be speculative in nature.

      SECTION 8.30.     Limitation Relating to Regency Realty Group, Inc.
                        -------------------------------------------------

      RRG shall not modify its  Articles  of  Incorporation  as in effect on the
Agreement  Date if such  modification  would  reasonably  likely  result in RCLP
receiving  less than 95% of the "annual cash flow"  referred to in such Articles
of Incorporation of RRG in any fiscal year.

                         Article IX. Financial Covenants

      SECTION 9.1.      Minimum Net Worth.
                        -----------------

      The  Parent  shall not at any time  permit its Net Worth  determined  on a
consolidated  basis to be less than an amount equal to the greater of (a)(i) 90%
of the tangible Net Worth of the Parent determined on a consolidated basis as of
December 31, 1999 plus (ii) 90% of the sum of (x) the amount of proceeds (net of
transaction  costs)  received by the Parent from the sale or issuance of shares,
options,  warrants or other equity  securities  of any class or character of the
Parent after December 31, 1999 which affect the Net Worth of the Parent plus (y)
any positive change in the Parent's Net Worth occurring upon the issuance of any
shares of the Parent in exchange for the limited  partnership  units held by the
limited  partners of RCLP minus (iii) the aggregate amount paid by the Parent to
purchase  outstanding  shares of the  common  stock of the Parent (to the extent
such payments are permitted by Section 8.23.) or (b) $1,100,000,000.

      SECTION 9.2.      Ratio of Total Liabilities to Gross Asset Value.
                        -----------------------------------------------

      The Parent shall not at any time permit the ratio of Total  Liabilities of
the Parent and its Consolidated  Subsidiaries to Gross Asset Value of the Parent
and its Consolidated Subsidiaries to exceed 0.525 to 1.00 at any time.

      SECTION 9.3.      Ratio of Secured Indebtedness to Gross Asset Value.
                        --------------------------------------------------

      The Parent shall not at any time permit the ratio of Secured  Indebtedness
of the Parent and its  Consolidated  Subsidiaries  to Gross  Asset  Value of the
Parent and its Consolidated Subsidiaries to exceed 0.35 to 1.00 at any time.

      SECTION 9.4.      Ratio of EBITDA to Interest Expense.
                        -----------------------------------

      The  Parent  shall not  permit  the ratio of EBITDA of the  Parent and its
Consolidated Subsidiaries for the four fiscal-quarter period most recently ended
to Interest  Expense of the Parent and its  Consolidated  Subsidiaries  for such
four-quarter  period  to be  less  than  2.0 to 1.0 at the  end of  each  fiscal
quarter.

      SECTION 9.5.      Ratios of EBITDA to Debt Service, Preferred Stock
                        -------------------------------------------------
                        Distributions and Reserve for Replacements.
                        ------------------------------------------

      (a) The Parent  shall not permit the ratio of (i) EBITDA of the Parent and
its Consolidated  Subsidiaries for the four fiscal-quarter  period most recently
ended to (ii) the sum of each of the following for such four-quarter  period (A)
Debt Service of the Parent and its  Consolidated  Subsidiaries  plus (B) Reserve
for  Replacements  for all of the Properties of the Parent and its  Consolidated
Subsidiaries to be less than 1.75 to 1.00 at the end of each fiscal quarter.

      (b) The Parent  shall not permit the ratio of (i) EBITDA of the Parent and
its Consolidated  Subsidiaries for the four fiscal-quarter  period most recently
ended to (ii) the sum of each of the following for such four-quarter  period (A)
Debt  Service  of the  Parent  and its  Consolidated  Subsidiaries  plus (B) any
distributions  by the Parent or any Subsidiary to the holders of Preferred Stock
issued by the Parent or any such  Subsidiary  (excluding any such  distributions
made to the Parent or any Subsidiary)  plus (C) Reserve for Replacements for all
of the  Properties of the Parent and its  Consolidated  Subsidiaries  to be less
than 1.65 to 1.00 at the end of each fiscal quarter.

      SECTION 9.6.      Unsecured Interest Expense Coverage.
                        -----------------------------------

      The  Parent  shall not permit the ratio of  Unencumbered  NOI to  Interest
Expense  on  Unsecured   Indebtedness   of  the  Parent  and  its   Consolidated
Subsidiaries for any fiscal quarter to be less than 1.75 to 1.00 for such fiscal
quarter.

      SECTION 9.7.      Permitted Investments.
                        ---------------------

      (a) The  Parent  and the  Borrowers  shall not make any  Investment  in or
otherwise  own, and the Parent shall not permit any Guarantor,  any  Development
Affiliate  Guarantor  or any other  Subsidiary  of the Parent or any Borrower to
make an  Investment in or otherwise  own, the following  items which would cause
the aggregate value of such holdings of the Parent, the Borrowers, and the other
Subsidiaries of the Parent and the Borrowers to exceed the following percentages
of the Parent's Gross Asset Value:

            (i)  unimproved  real estate,  such that the aggregate book value of
      all such  unimproved  real estate  exceeds 10% of the Parent's Gross Asset
      Value;

            (ii) 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   Subsidiaries   and
      Unconsolidated  Affiliates),   such  that  the  aggregate  value  of  such
      interests calculated on the basis of the lower of cost or market,  exceeds
      5% of the Parent's Gross Asset Value;

            (iii)  Mortgages  in favor of the Parent,  any Borrower or any other
      Subsidiary  of the Parent or any Borrower,  such that the  aggregate  book
      value of Indebtedness secured by such Mortgages exceeds 5% of the Parent's
      Gross Asset Value;

            (iv)  Investments  in  Unconsolidated  Affiliates,   such  that  the
      aggregate  value of such  Investments  exceeds 15% of the  Parent's  Gross
      Asset Value.  For  purposes of this clause  (iv),  the "value" of any such
      Investment in such a non-corporate  Person shall equal (1) with respect to
      any of such Person's Properties under construction, the Parent's Ownership
      Share of the book value of Construction in Process for such Property as of
      the date of  determination  and (2) with  respect to any of such  Person's
      Properties  which have been  completed,  the Parent's  Ownership  Share of
      Capitalized EBITDA of such Person attributable to such Properties; and

      In addition  to the  foregoing  limitations,  the  aggregate  value of the
Investments subject to the limitations in the preceding clauses (i) through (iv)
shall not exceed 25% of the Parent's Gross Asset Value.

      Additionally,  the  aggregate  amount  of  the  Construction  Budgets  for
Development  Properties  in which the  Parent  either  has a direct or  indirect
ownership  interest shall not exceed 20% of the Parent's Gross Asset Value. If a
Development  Property  is owned by an  Unconsolidated  Affiliate  of the Parent,
RCLP, any other Borrower or any Subsidiary,  then the greater of (1) the product
of (A)  the  Parent's,  RCLP's,  such  other  Borrower's  or  such  Subsidiary's
Ownership  Share in such  Unconsolidated  Affiliate  and (B) the  amount  of the
Construction   Budget  for  such  Development   Property  or  (2)  the  recourse
obligations of the Parent, RCLP, such other Borrower or such Subsidiary relating
to  the  Indebtedness  of  such  Unconsolidated  Affiliate,  shall  be  used  in
calculating such investment limitation.

      SECTION 9.8.      Floating Rate Debt.
                        ------------------

      The  Parent  and the  Borrowers  will not and will not permit any of their
Subsidiaries to incur,  assume or suffer to exist any Unprotected  Floating Rate
Debt of the Parent and its Consolidated Subsidiaries in an aggregate outstanding
principal  amount in excess of 25% of Gross  Asset  Value of the  Parent and its
Consolidated Subsidiaries at any time.

      SECTION 9.9.      Limitation on Non-Wholly Owned Subsidiaries, Preferred
                        ------------------------------------------------------
                        Stock Entities and Unconsolidated Affiliates.
                        --------------------------------------------

      The Parent  shall not permit  the sum of (a) the value of  Investments  in
Unconsolidated  Affiliates  plus  (b) the  Capitalized  EBITDA  of  Consolidated
Subsidiaries  which are not Wholly Owned Subsidiaries to exceed 25% of the Gross
Asset  Value of the Parent and its  Consolidated  Subsidiaries  as of the end of
each fiscal quarter.  For purposes of this section, the "value" of an Investment
in an  Unconsolidated  Affiliate  shall  equal (1) with  respect  to any of such
Unconsolidated Affiliate's Properties under construction, the Parent's Ownership
Share of the book value of  Construction  in Process for such Property as of the
date  of  determination  and (2)  with  respect  to any of  such  Unconsolidated
Affiliate's  Properties which have been completed,  the Parent's Ownership Share
of Capitalized  EBITDA of such  Unconsolidated  Affiliate  attributable  to such
Properties.

      SECTION 9.10.     Stabilized Retail Operating Properties.
                        --------------------------------------

      The Borrowers  shall not permit the aggregate  Unencumbered  Pool Value of
all Stabilized Retail Operating Properties to be less than 150% of all Unsecured
Liabilities of the Parent and its Consolidated Subsidiaries at any time.

                               ARTICLE X. DEFAULTS

      SECTION 10.1.     Events of Default.
                        -----------------

      If  one or  more  of the  following  events  shall  have  occurred  and be
continuing:

      (a) Default in Payment.  A Borrower shall fail to pay the principal amount
of any Loan or any Reimbursement Obligation when due or (ii) any interest on any
Loan or other Obligation, or any fees or other Obligations, owing by it within 5
Business Days of the due date thereof;

      (b)   Default in Performance.  The Parent or any Borrower shall fail to
            ----------------------
observe or perform any covenant or agreement contained in Section 8.12.,
Section 8.13. or Section 8.19. on its part to be performed;

      (c) Default in Performance-Cure.  The Parent or any Borrower shall fail to
observe or perform any covenant or agreement  contained in this Agreement (other
than those covered by the  immediately  preceding  subsections (a) or (b)) for a
period of 30 days after written  notice  thereof has been given to such Borrower
or the Parent by the Agent;

      (d) Other Loan Documents.  An Event of Default under and as defined in any
Loan Document  shall occur and be continuing or the Parent or any Borrower shall
fail to observe or perform any  covenant or  agreement  contained  in any of the
Loan Documents to which it is a party and such failure shall continue beyond any
applicable period of grace;

      (e) Misrepresentations.  Any written statement, representation or warranty
made or deemed  made by or on  behalf of the  Parent,  any  Borrower,  any other
Guarantor or any Development  Affiliate  Guarantor under this Agreement or under
any other Loan  Document,  or any amendment  hereto or thereto,  or in any other
writing  or  statement  at any time  furnished  or made or deemed  made by or on
behalf of the Parent,  any  Borrower,  any other  Guarantor  or any  Development
Affiliate Guarantor to the Agent or any Lender,  shall at any time prove to have
been incorrect or misleading in any material respect when furnished or made.

      (f)   Indebtedness Cross-Default.
            --------------------------

            (i) The Parent, any Borrower,  any other Guarantor,  any Development
      Affiliate  Guarantor or any other Subsidiary of the Parent or any Borrower
      shall fail to pay when due and payable the  principal  of, or interest on,
      any  Indebtedness  (other than the Loans) or any  Contingent  Obligations,
      which Indebtedness or Contingent Obligations have an aggregate outstanding
      principal amount of $5,000,000 or more;

            (ii) Any such Indebtedness or Contingent  Obligations shall have (x)
      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 (y) been required to be prepaid
      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, a determination
      of  materiality,  the  satisfaction of any condition or any combination of
      the foregoing,  would permit any holder or holders of such Indebtedness or
      Contingent  Obligations,  any  trustee  or agent  acting on behalf of such
      holder or holders or any other Person,  to accelerate  the maturity of any
      such   Indebtedness   or  Contingent   Obligations  or  require  any  such
      Indebtedness  or Contingent  Obligations to be prepaid prior to its stated
      maturity.

      (g) Voluntary Bankruptcy  Proceeding.  The Parent, any Borrower, any other
Guarantor,  any Development  Affiliate  Guarantor or any other Affiliates 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) 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.

      (h) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be
commenced against the Parent, any Borrower, any other Guarantor, any Development
Affiliate  Guarantor  or  any  other  Affiliates,  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 such case or proceeding shall continue  undismissed or unstayed
for a period of 60  consecutive  calendar  days, or an order granting the relief
requested in such case or proceeding  against the Parent,  such  Borrower,  such
Guarantor,  such Development  Affiliate Guarantor or such Affiliate  (including,
but not limited to, an order for relief under such Bankruptcy Code or such other
federal bankruptcy laws) shall be entered.

      (i)   Change of Control/Change in Management.
            --------------------------------------

            (w) (A) Any Person (or two or more Persons acting in concert) (other
      than the Stein Parties, US Realty or Security Capital Group) shall acquire
      "beneficial  ownership" within the meaning of Rule 13d-3 of the Securities
      and Exchange Act of 1934,  as amended,  of the capital stock or securities
      of the Parent  representing  20% or more of the aggregate  voting power of
      all classes of capital stock and securities of the Parent entitled to vote
      for the  election  of  directors  or (B)  during any  twelve-month  period
      (commencing both before and after the Agreement Date),  individuals who at
      the beginning of such period were  directors of the Parent shall cease for
      any  reason  (other  than  death or  mental  or  physical  disability)  to
      constitute a majority of the board of directors of the Parent;

            (x) (A)  Martin  E.  Stein,  Jr.,  (B) any of his  immediate  family
      members  consisting  of his  spouse and his  lineal  descendants  (whether
      natural or adopted),  and (C) any trusts  established for the sole benefit
      of any of the foregoing,  shall cease to own,  directly or indirectly,  in
      the  aggregate,  125,000  shares of the  outstanding  common  stock of the
      Parent (without regard to any dilution thereof);

            (y) US Realty or Security Capital Group shall cease to own, directly
      or  indirectly,  in the aggregate,  at least 25% of the total  outstanding
      common stock of the Parent; or

            (z)   the general partner of RCLP shall cease to be the Parent.

      (j)   Change in Ownership of Development Affiliates

            (x)  RCLP  shall  cease  to own  at  least  95%  of the  outstanding
      preferred stock, and at least 7% of the outstanding  common stock, of RRG;
      or

            (y)   any Person other than Martin E. Stein, Jr., RRG or RCLP shall
      acquire any of the issued and outstanding equity interests of RRG; or

            (z)  any  Person  other  than  RRG or  RCLP  (or  its  Wholly  Owned
      Subsidiaries)  shall  acquire  any of the  issued and  outstanding  equity
      interests of a Development Joint Venture.

      (k) ERISA. The assets of the Parent,  any Borrower or any other Guarantor,
any Development  Affiliate  Guarantor at any time constitute assets,  within the
meaning of ERISA,  the  Internal  Revenue  Code and the  respective  regulations
promulgated thereunder, of any ERISA Plan or Non-ERISA Plan;

      (l)  Litigation.  The Parent,  any  Borrower or any other  Guarantor,  any
Development  Affiliate  Guarantor  shall  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 this  Agreement,  any  Note or any  other  Loan
Document.

      (m) Judgment. A judgment or order for the payment of money (not adequately
covered by insurance as to which the insurance company has acknowledged coverage
in writing) shall be entered against the Parent,  any Borrower or any Subsidiary
of the Parent or any  Borrower  by any court or other  tribunal  which  exceeds,
individually or together with all other such judgments or orders entered against
the Parent,  such  Borrower or such  Subsidiary,  $5,000,000 in amount (or which
could  otherwise  have a Materially  Adverse  Effect) and such judgment or order
shall continue for a period of 30 days without being stayed or dismissed through
appropriate appellate proceedings.

      (n)  Attachment.  A  warrant,  writ of  attachment,  execution  or similar
process shall be issued against any property of the Parent,  any Borrower or any
Subsidiary of the Parent or any Borrower which exceeds, individually or together
with all other such warrants,  writs,  executions  and processes,  $5,000,000 in
amount and such warrant,  writ,  execution or process  shall not be  discharged,
vacated, stayed or bonded for a period of 30 days.

      (o) Damage;  Strike;  Casualty.  Any material damage to, or loss, theft or
destruction of, any Property,  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 30  consecutive  days beyond the coverage
period of any  applicable  business  interruption  insurance,  the  cessation or
substantial  curtailment  of revenue  producing  activities  of the Parent,  any
Borrower, any other Guarantor,  any Development Affiliate Guarantor or any other
Subsidiary of the Parent or any Borrower if any such event or circumstance could
reasonably be expected to have a Materially Adverse Effect.

      (p) Guarantors. Any Guarantor or any Development Affiliate Guarantor shall
fail to comply with any term, covenant,  condition or agreement contained in the
Guaranty or the Development Affiliate Guaranty,  respectively,  or any Guarantor
or Development Affiliate Guarantor shall disavow, revoke or terminate or attempt
to do any of the foregoing with respect to the Guaranty or Development Affiliate
Guaranty, respectively.

      SECTION 10.2.     Remedies.
                        --------

      Upon the occurrence of an Event of Default,  and in every such event,  the
Agent shall,  upon the direction of the Majority  Lenders,  (i) by notice to the
Borrowers terminate the Commitments,  which shall thereupon terminate,  and (ii)
by notice to the Borrowers  declare the Loans and all other  Obligations  and an
amount equal to the Stated Amount of all Letters of Credit then  outstanding  to
be, and the Loans and all other  Obligations  and an amount  equal to the Stated
Amount of all Letters of Credit then outstanding for deposit into the Collateral
Account shall thereupon become, immediately due and payable without presentment,
demand,  protest or notice of intention to  accelerate,  all of which are hereby
waived by the Borrowers.  If the Agent has exercised any of the rights  provided
under the  preceding  sentence,  the  Swingline  Lender  shall:  (I) declare the
principal  of, and accrued  interest on, the  Swingline  Loans and the Swingline
Notes at the time  outstanding,  and all of the other  Obligations  owing to the
Swingline  Lender,  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 each Borrower and (II)
terminate the Swingline Commitment and the obligation of the Swingline Lender to
make Swingline Loans.  Notwithstanding the foregoing, upon the occurrence of any
of the Events of Default specified in Section 10.1.(g) or (h) above, without any
notice to the Borrowers or any other act by the Agent,  the  Commitments and the
Swingline Commitment shall thereupon immediately and automatically terminate and
the Loans and all other  Obligations and an amount equal to the Stated Amount of
all Letters of Credit then  outstanding for deposit into the Collateral  Account
shall become immediately due and payable without presentment,  demand,  protest,
notice of intention to accelerate or notice of acceleration,  or other notice of
any kind, all of which are hereby waived by the  Borrowers.  Upon the occurrence
and  during the  continuance  of a Default  under  Section  10.1.(h)  or Section
10.1.(i)(y), the right of the Borrowers to request Revolving Loans and Swingline
Loans shall be suspended.

      SECTION 10.3.     Allocation of Proceeds.
                        ----------------------

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

            (a)   amounts due to the Agent and the Lenders in respect of fees
      and expenses due under Section 12.3.;

            (b)   payments of interest on Swingline Loans owing by such
      Borrower;

            (c)   payments of interest on all other Loans and Reimbursement
      Obligations owing by such Borrower, to be applied for the ratable benefit
      of the Lenders;

            (d)   payments of principal of Swingline Loans owing by such
      Borrower;

            (e)   payments of principal of all other Loans and Reimbursement
      Obligations owing by such Borrower, to be applied for the ratable benefit
      of the Lenders;

            (f)   amounts to be deposited into the Collateral Account in
      respect of Letters of Credit issued for the account of such Borrower;
            (g)   amounts due to the Agent and the Lenders pursuant to
      Sections 11.8. and 12.5.;

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

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

      SECTION 10.4.     Rights Cumulative.
                        -----------------

      The rights and remedies of the 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 Agent and the
Lenders  may be  selective  and no  failure  or delay by the 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.

      SECTION 10.5.     Recission of Acceleration by Majority Lenders.
                        ---------------------------------------------

      If at any time after  acceleration  of the  maturity  of the Loans and the
other  Obligations,  each  Borrower  shall pay all arrears of  interest  and all
payments on account of principal of the  Obligations  owing by such Borrower and
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 such Obligations
due and payable solely by virtue of acceleration) shall be remedied or waived to
the  satisfaction  of the  Majority  Lenders,  then  by  written  notice  to the
Borrowers,  the  Majority  Lenders  may elect,  in the sole  discretion  of such
Majority  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 Majority Lenders,
and are not intended to benefit the  Borrowers and do not give the Borrowers the
right to require  the  Lenders to rescind or annul any  acceleration  hereunder,
even if the conditions set forth herein are satisfied.

      SECTION 10.6.     Collateral Account.
                        ------------------

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

      (b) Amounts on deposit in the  Collateral  Account  shall be invested  and
reinvested by the Agent in such  investments as the 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 Agent. The Agent shall
exercise  reasonable  care in the custody and  preservation of any funds held in
the  Collateral  Account and shall be deemed to have exercised such care if such
funds are accorded  treatment  substantially  equivalent to that which the Agent
accords other funds deposited with the Agent, it being understood that the 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  Collateral
Account.

      (c) If an Event of Default  shall have  occurred  and be  continuing,  the
Agent may (and, if instructed by the Majority Lenders,  shall) in its (or their)
discretion  at any time  and  from  time to time  elect  to  liquidate  any such
investments and  reinvestments and credit the proceeds thereof to the Collateral
Account and apply or cause to be applied such proceeds and any other balances in
the Collateral Account deposited by, or otherwise credited to, a Borrower to the
payment of any of the Letter of Credit Liabilities of such Borrower then due and
payable.

      (d) When all of the Obligations  shall have been indefeasibly paid in full
and no Letters of Credit remain outstanding, the Agent shall promptly deliver to
the  Borrowers,   against   receipt  but  without  any  recourse,   warranty  or
representation whatsoever, the balances remaining in the Collateral Account.

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

                              ARTICLE XI. THE AGENT

      SECTION 11.1.     Appointment and Authorization.
                        -----------------------------

      Each Lender  irrevocably  appoints and  authorizes  the Agent to take such
action as the  contractual  representative  on its behalf and to  exercise  such
powers  under  the Loan  Documents  as are  delegated  to the Agent by the terms
thereof, together with all such powers as are reasonably incidental thereto. The
Borrowers  shall be  entitled  to rely  conclusively  upon a  written  notice or
written  response  from the  Agent  as  being  made  pursuant  to the  requisite
concurrence  or consent of the Lenders  necessary  to take such  action  without
investigation  or otherwise  contacting  the Lenders  hereunder.  Nothing herein
shall be  construed  to deem the Agent a trustee for any Lender nor to impose on
the Agent duties or obligations other than those expressly  provided for herein.
Not in  limitation  of the  foregoing,  each  Lender  agrees  the  Agent  has no
fiduciary  obligations  to such  Lender  under  this  Agreement,  any other Loan
Document or  otherwise.  At the request of a Lender,  the Agent will  forward to
each Lender copies or, where appropriate,  originals of the documents  delivered
to the Agent  pursuant to Section 6.1.  The Agent shall  deliver to each Lender,
promptly  upon  receipt  thereof by the Agent,  copies of each of the  financial
statements,  certificates,  notices and other  documents  delivered to the Agent
pursuant to Sections  8.1.(a)  through (p) and (r) through (t) and will,  at the
request of, and at the  expense  of, a Lender,  deliver to such Lender a copy of
each of the documents  delivered to the Agent pursuant to Section  8.1.(q).  The
Agent will also furnish to any Lender,  upon the request of such Lender,  a copy
of any  certificate or notice  furnished to the Agent by a 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 the Notes),  the 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 Majority Lenders,  and such
instructions  shall be binding  upon all the  Lenders  and all holders of Notes;
provided, however, that the Agent shall not be required to take any action which
exposes the Agent to personal  liability or which is contrary to this  Agreement
or any other Loan Document or  Applicable  Law. The Agent shall not be deemed to
have  knowledge  or notice of the  occurrence  of a Default  or Event of Default
unless the Agent has  obtained  knowledge of such Default or Event of Default in
the manner  provided  for under  Section  11.5.  In the event that the Agent has
actual  knowledge of the occurrence of a Default or Event of Default,  the Agent
shall give prompt  notice  thereof to the Lenders.  Each Lender  authorizes  and
directs  the  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 Majority  Lenders in accordance  with the  provisions of
this Agreement or the Loan Documents,  and the exercise by the Majority  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.  Not in limitation of the  foregoing,  the Agent shall not 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 Majority  Lenders have
so directed the Agent to exercise such right or remedy.

      SECTION 11.2.     The Agent and Affiliates.
                        ------------------------

      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 Agent; and the term "the Lender" or "the Lenders"
shall, unless otherwise expressly indicated, include Wells Fargo in each case in
its  individual  capacity.  Wells Fargo and its affiliates and the other Lenders
and their respective affiliates may each accept deposits from, maintain deposits
or credit  balances  for,  invest  in,  lend  money  to,  act as  trustee  under
indentures  of, and  generally  engage in any kind of business with any Borrower
and any Affiliate of any such Borrower as if Wells Fargo or such Lender were any
other bank and without any duty to account therefor to the other Lenders.

      SECTION 11.3.     Collateral Matters.
                        ------------------

      Each  Lender  authorizes  and  directs  the  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  Majority  Lenders in
accordance with the provisions of this Agreement or the Loan Documents,  and the
exercise  by the  Majority  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.

      SECTION 11.4.     Approvals of the Lenders.
                        ------------------------

      All  communications  from the 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 thing as to  which  such  determination,  approval,  consent  or
disapproval is requested, or shall advise such Lender where such matter or thing
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 Agent by a Borrower in respect of the
matter or issue to be resolved,  and (d) shall  include the Agent's  recommended
course of action or determination in respect thereof. Unless a Lender shall give
written  notice  to  the  Agent  that  it  objects  to  the   recommendation  or
determination  of the Agent (together with a written  explanation of the reasons
behind such objection)  within 10 Business Days (or such lesser period as may be
required under the Loan  Documents for the Agent to respond),  such Lender shall
be deemed to have conclusively  approved of or consented to such  recommendation
or determination.

      SECTION 11.5.     Notice of Defaults.
                        ------------------

      The  Agent  shall  not be  deemed  to  have  knowledge  or  notice  of the
occurrence of a Default or Event of Default unless the Agent has received notice
from a  Lender  or a  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." If any Lender  becomes  aware of any Default or
Event of Default,  it shall promptly send to the Agent such "notice of default."
Further, if the Agent receives such a "notice of default",  the Agent shall give
prompt notice thereof to the Lenders.

      SECTION 11.6.     Consultation with Experts.
                        -------------------------

      The Agent may  consult  with legal  counsel  (who may be  counsel  for any
Borrower),  independent  public accountants and other experts selected by it and
shall not be liable  for any  action  taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

      SECTION 11.7.     Liability of the Agent.
                        ----------------------

      Neither the Agent nor any of its  affiliates  nor any of their  respective
directors,  officers,  the  Agents or  employees  shall be liable for any action
taken or not taken by the Agent in connection  with any of the Loan Documents in
the absence of its own gross negligence or willful misconduct. Neither the Agent
nor any of its affiliates nor any of their respective directors,  officers,  the
Agents or  employees  shall be  responsible  for or have any duty to  ascertain,
inquire into or verify (a) any  statement,  warranty or  representation  made in
connection with any of the Loan Documents,  or any borrowing hereunder,  (b) the
performance or observance of any of the covenants or agreements of a Borrower, a
Guarantor or a Development  Affiliate  Guarantor,  (c) the  satisfaction  of any
condition  specified  in Article  VI.,  or (d) the  validity,  effectiveness  or
genuineness  of any of the Loan  Documents  or any other  instrument  or writing
furnished in  connection  herewith or  therewith.  The Agent shall not incur any
liability  by  acting  in  reliance  upon  any  notice,  consent,   certificate,
statement, or other writing (which may be a bank wire, telex or similar writing)
believed by it to be genuine or to be signed by the proper party or parties.

      SECTION 11.8.     Indemnification of the Agent.
                        ----------------------------

      The Lenders agree to indemnify the Agent (to the extent not  reimbursed by
the Borrowers and without  limiting the obligation of the Borrowers to do so) in
accordance  with the Lenders'  respective Pro Rata Shares,  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 Agent in any way  relating  to or arising out of the Loan  Documents  or any
action  taken or  omitted  by the  Agent  under  the Loan  Documents;  provided,
however,  that no Lender  shall be liable for any  portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or  disbursements  (i) to the extent  arising  from the  Agent's  gross
negligence  or  willful  misconduct  or (ii) if the Agent  fails to  follow  the
written direction of the Majority Lenders unless such failure is pursuant to the
Agent's  good faith  reliance on the advice of counsel of which the Lenders have
received notice.  Without limiting the generality of the foregoing,  each Lender
agrees to reimburse the Agent  promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) reasonably incurred by the Agent
in connection with the preparation,  execution,  administration,  or enforcement
of, or legal  advice  with  respect  to the  rights or  responsibilities  of the
parties  under,  the  Loan  Documents,  to the  extent  that  the  Agent  is not
reimbursed  for such expenses by the  Borrowers.  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.

      SECTION 11.9.     Credit Decision.
                        ---------------

      Each Lender expressly  acknowledges  that neither the Agent nor any of its
officers,  directors,  employees, agents,  attorneys-in-fact or other affiliates
has made any representations or warranties to such Lender and that no act by the
Agent hereinafter  taken,  including any review of the affairs of the Borrowers,
the  Guarantors and the  Development  Affiliate  Guarantors,  shall be deemed to
constitute  any  representation  or warranty  by the Agent to any  Lender.  Each
Lender  acknowledges  that it has,  independently  and without reliance upon the
Agent,  any other  Lender or counsel to the  Agent,  and based on the  financial
statements  of  the  Borrowers,  the  Guarantors  or the  Development  Affiliate
Guarantors and their  affiliates,  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 Agent, any other Lender or counsel
to the Agent, 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  expressly  required to be furnished to the Lenders by the Agent
hereunder,  the 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 any Borrower, any
Guarantor,  any Development Affiliate Guarantor or any other Affiliate which may
come into possession of the Agent or any of its officers, directors,  employees,
the Agents, attorneys-in-fact or other affiliates. Each Lender acknowledges that
the Agent's legal counsel in connection  with the  transactions  contemplated by
this  Agreement  is only  acting as  counsel  to the Agent and is not  acting as
counsel to such Lender.

      SECTION 11.10.    Successor Agent.
                        ---------------

      The Agent may resign at any time by giving 30 days' prior  written  notice
thereof,  to the Lenders  and RCLP.  The Agent may be removed as the Agent under
the Loan  Documents  for good cause upon 30 days'  prior  written  notice to the
Agent by the  Majority  Lenders.  Upon  any such  resignation  or  removal,  the
Majority  Lenders  shall  have the right to  appoint a  successor  Agent.  If no
successor Agent shall have been so appointed by the Majority Lenders,  and shall
have accepted such appointment,  within 30 days after the current Agent's giving
of notice of resignation or the Majority  Lenders' removal of the current Agent,
then the current Agent may, on behalf of the Lenders, appoint a successor Agent,
which shall be a Lender,  if any Lender shall be willing to serve. Any successor
Agent must be a bank whose debt obligations (or whose parent's debt obligations)
are rated not less than  investment  grade or its  equivalent by a Rating Agency
and which has total assets in excess of $10,000,000,000.  Upon the acceptance of
its  appointment as Agent hereunder by a successor  Agent,  such successor Agent
shall  thereupon  succeed to and become vested with all the rights and duties of
the current Agent, and the current Agent shall be discharged from its duties and
obligations hereunder. After any current Agent's resignation hereunder as Agent,
the  provisions  of this  Article  shall  inure to its benefit as to any actions
taken or  omitted  to be taken  by it  while it was the  Agent.  Notwithstanding
anything  contained herein to the contrary,  the Agent may assign its rights and
duties  hereunder  to any of its  affiliates  by giving the  Borrowers  and each
Lender prior written notice thereof.

      SECTION 11.11.    Approvals and Other Actions by Majority Lenders.
                        -----------------------------------------------

      Each of the  following  shall  require the approval of, or may be taken at
the request of, the Majority Lenders:

      (a)   Approval of Eligible Properties as Unencumbered Pool Properties as
provided in Section 4.1.(c);

      (b)  Termination of the  Commitments  and  acceleration of the Obligations
upon the occurrence of an Event of Default as provided in Section 10.2.;

      (c)   Recission of acceleration of any of the Obligations as provided in
Section 10.5.;

      (d)   Removing the Agent for good cause and approving of its replacement
as provided in Section 11.10.; and

      (e)  Except as  specifically  provided  otherwise  in Section  12.7.,  any
consent or approval regarding,  any waiver of the performance or observance by a
Borrower of and the waiver of the continuance of any Default or Event of Default
in respect of, any term of this Agreement or any other Loan Document.

      SECTION 11.12.    Documentation, Syndication and Managing Agents.
                        ----------------------------------------------

      None of the  Documentation  Agent,  the Syndication  Agent or the Managing
Agents (each in such capacity,  a "Titled Agent") assumes any  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
Lenders. The titles of "Documentation Agent",  "Syndication Agent" and "Managing
Agent" are solely honorific and imply no fiduciary responsibility on the part of
the Titled  Agents to the Agent,  any Borrower or any Lender 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.

                           ARTICLE XII. MISCELLANEOUS

      SECTION 12.1.     Notices.
                        -------

      All notices, requests and other communications to any party under the Loan
Documents shall be in writing  (including bank wire,  facsimile  transmission or
similar writing) and shall be given to such party as follows:

      If to a Borrower:

            c/o Regency Realty Corporation
            121 West Forsyth Street, Suite 200
            Jacksonville, Florida  32202
            Attention:  Chief Financial Officer
            Telecopier:  (904) 634-3428
            Telephone:  (904) 356-7000

      If to a Lender or the Agent:

            To such Lender's or the Agent's Lending Office

or as to each party at such other  address as such party  shall  designate  in a
written  notice  to the  other  parties.  Each  such  notice,  request  or other
communication  shall be  effective  (a) if given by mail,  72 hours  after  such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as aforesaid or (b) if given by any other means (including facsimile),
when delivered at the applicable address provided for in this Section;  provided
that  notices  to the Agent  under  Article  II.,  and any notice of a change of
address for notices,  shall not be effective until received.  In addition to the
Agent's  Lending  Office,  the  Borrowers  shall send copies of the  information
described in Section 8.1. to the following address of the Agent:

            Wells Fargo Bank, National Association
            Real Estate Group
            Koll Center
            2030 Main Street, Suite 800
            Irvine, California  92714
            Attention:  Ms. Rita Swayne

      SECTION 12.2.     No Waivers.
                        ----------

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

      SECTION 12.3.     Expenses.
                        --------

      The Borrowers jointly and severally agree to pay on demand all present and
future reasonable expenses of:

      (a) the Agent in connection with the negotiation,  preparation,  execution
and delivery (including reasonable  out-of-pocket costs and expenses incurred in
connection with the assignment of Commitments pursuant to Section 12.8.) of this
Agreement,  the Notes and each of the other Loan  Documents,  whenever  the same
shall be executed  and  delivered,  including  appraisers'  fees,  search  fees,
recording fees and the reasonable fees and  disbursements  of: (i) Alston & Bird
LLP, counsel for the Agent, and (ii) each local counsel retained by the Agent;

      (b) the Agent in connection with the negotiation,  preparation,  execution
and  delivery  of any  waiver,  amendment  or consent by the Agent or any Lender
relating  to this  Agreement,  the Notes or any of the other Loan  Documents  or
sales of  participations  in any Lender's  Commitment,  including the reasonable
fees and disbursements of counsel to the Agent;

      (c)  the  Agent  and  each  of  the   Lenders  in   connection   with  any
restructuring, refinancing or "workout" of the transactions contemplated by this
Agreement, the Notes and the other Loan Documents, including the reasonable fees
and disbursements of counsel to the Agent actually incurred;

      (d) the Agent and each of the Lenders,  after the  occurrence of a Default
or Event of Default,  in connection  with the  collection or  enforcement of the
obligations of the Borrowers under this  Agreement,  the Notes or any other Loan
Document,  including the  reasonable  fees and  disbursements  of counsel to the
Agent or to any Lender  actually  incurred if such  collection or enforcement is
done by or through an attorney;

      (e) subject to any limitation  contained in Section  12.5.,  the Agent and
each of the Lenders in connection with prosecuting or defending any claim in any
way arising out of, related to, or connected with this  Agreement,  the Notes or
any of the other Loan Documents, including the reasonable fees and disbursements
of counsel to the Agent or any Lender actually incurred and of experts and other
consultants retained by the Agent or any Lender in connection therewith;

      (f) the Agent and each of the Lenders,  after the  occurrence of a Default
or Event of Default,  in connection with the exercise by the Agent or any Lender
of any right or remedy granted to it under this  Agreement,  the Notes or any of
the other Loan Documents  including the  reasonable  fees and  disbursements  of
counsel to the Agent or any Lender actually incurred;

      (g) the Agent in connection with costs and expenses  incurred by the Agent
in gaining possession of, maintaining,  appraising,  selling, preparing for sale
and  advertising  to sell  any  collateral  security,  whether  or not a sale is
consummated; and

      (h) the Agent and each of the Lenders,  to the extent not already  covered
by any of the preceding subsections,  in connection with any bankruptcy or other
proceeding of the type described in Sections 10.1.(g) or (h), and the reasonable
fees and  disbursements of counsel to the Agent and any Lender actually incurred
in connection with the  representation of the Agent or such Lender in any matter
relating to or arising out of any such proceeding,  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 Agent or
such  Lender  and  (iii)  the   negotiation  and  preparation  of  any  plan  of
reorganization of a Borrower,  whether proposed by such Borrower, 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 12.4.     Stamp, Intangible and Recording Taxes.
                        -------------------------------------

      The  Borrowers  jointly  and  severally  agree  to pay any and all  stamp,
intangible,  registration,  recordation  and similar taxes,  fees or charges and
shall indemnify the 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 12.5.     Indemnification.
                        ---------------

      Each Borrower shall and hereby jointly and severally  agrees to indemnify,
defend and hold harmless the Agent and each of the Lenders and their  respective
directors,  officers,  the Agents and employees from and against (a) any and all
losses,  claims,  damages,  liabilities,  deficiencies,  judgments  or  expenses
incurred  by any of them  (except to the extent  that it results  from their own
gross  negligence  or  willful  misconduct)  arising  out of or by reason of any
litigation,  investigations,  claims or proceedings which arise out of or are in
any way related to: (i) this Agreement or the transactions contemplated thereby;
(ii) the making of Loans or issuance  of Letters of Credit;  (iii) any actual or
proposed  use by any  Borrower  of the  proceeds  of the Loans or of  Letters of
Credit;  or (iv) the Agent's or the Lenders'  entering into this Agreement,  the
other Loan  Documents or any other  agreements  and documents  relating  hereto,
including,  without limitation,  amounts paid in settlement, court costs and the
reasonable  fees and  disbursements  of counsel  incurred in connection with any
such  litigation,  investigation,  claim or proceeding or any advice rendered in
connection with any of the foregoing and (b) any such losses,  claims,  damages,
liabilities, deficiencies, judgments or expenses incurred in connection with any
remedial or other similar action taken by any Borrower,  the Agent or any of the
Lenders in connection with the required compliance by any Borrower or any of the
Subsidiaries,  or any of their respective properties, with any federal, state or
local  Environmental Laws or other material  environmental  rules,  regulations,
orders,  directions,  ordinances,  criteria or guidelines.  If and to the extent
that the obligations of a Borrower  hereunder are  unenforceable for any reason,
the  Borrowers   hereby  jointly  and  severally   agree  to  make  the  maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible  under  Applicable Law. The Borrowers'  obligations  hereunder shall
survive any  termination  of this Agreement and the other Loan Documents and the
payment  in  full  of the  Obligations,  and  are in  addition  to,  and  not in
substitution of, any other of its other  obligations set forth in this Agreement
and the other Loan Documents.

      SECTION 12.6.     Setoff.
                        ------

      In addition to any rights now or hereafter  granted under  Applicable  Law
and  not by  way of  limitation  of any  such  rights,  each  Lender  is  hereby
authorized  by  each  Borrower,  at any  time or from  time  to  time  upon  the
occurrence and during the  continuance of an Event of Default but subject to the
Agent's prior written  consent,  without  notice to any Borrower or to any other
Person,  any such  notice  being  hereby  expressly  waived,  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
such Lender or any Affiliate of such Lender, to or for the credit or the account
of such Borrower  against and on account of any of the Obligations  then due and
owing by such  Borrower.  Each  Borrower  agrees,  to the fullest  extent it may
effectively do so under  Applicable Law, that any holder of a participation in a
Note  executed  by  such  Borrower,  whether  or not  acquired  pursuant  to the
foregoing arrangements,  may exercise rights of setoff or counterclaim and other
rights  with  respect  to such  participation  as fully as if such  holder  of a
participation  were a direct  creditor  of such  Borrower  in the amount of such
participation.

      SECTION 12.7.     Amendments.
                        ----------

      Any consent or approval  required or permitted by this Agreement or in any
other Loan Document (other than any agreement evidencing the fees referred to in
Section 3.1.(e)) to be given by the Lenders may be given, and the performance or
observance  by a  Borrower  of  any  terms  of any  such  Loan  Document  or 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 Majority  Lenders.  Any provision of this
Agreement or of any other Loan Document (other than any agreement evidencing the
fees referred to in Section 3.1.(e)) may be amended or otherwise  modified with,
but only with,  the written  consent of the Borrowers and the Majority  Lenders.
Any  provision  of any  agreement  evidencing  the fees  referred  to in Section
3.1.(e) may be amended or  otherwise  modified  only in writing by the Agent and
the Borrowers, and the performance or observance by any Borrower of any terms of
any such  agreement  may be waived only with the  written  consent of the Agent.
Notwithstanding the foregoing, none of the following may be amended or otherwise
modified,  nor may  compliance by a Borrower,  as applicable  thereunder or with
respect  thereto be waived,  without the written  consent of all the Lenders and
the Borrowers:

      (a)   the principal amount of any Loan (including forgiveness of any
            amount of principal);

      (b)   the rates of interest on the Loans and the amount of any interest
            payable on the Loans (including the forgiveness of any accrued but
            unpaid interest);

      (c)   the dates on which any principal or interest payable by a Borrower
            under any Loan Document is due;

      (d)   the provisions of the first sentence of Section 2.1.(a), Section
            2.2.(a), Section 2.8.(f), Section 9.2. and this Section;

      (e)   the Revolving Credit Termination Date;

      (f)   the Termination Date;

      (g)   the obligations of a Guarantor or Development Affiliate Guarantor
            under the Guaranty or Development Affiliate Guaranty, respectively,
            including the release of a Guarantor or Development Affiliate
            Guarantor, as applicable, therefrom (except as specifically
            permitted in the last sentence of Section 4.2.) or the obligations
            of RCLP under Section 12.16. or a Development Affiliate under
            Section 12.17. (except in connection with a transaction permitted
            under Section 8.13.(iii));

      (h)   the definition of Borrowing Base,  Commitment,  Majority Lenders (or
            any  minimum  requirement  necessary  for the  Lenders  or  Majority
            Lenders to take action  hereunder),  Pro Rata Share,  Commitment and
            Maximum  Loan  Availability  and  Unencumbered  Pool  Value (and the
            definitions  used in either such  definition and the percentages and
            rates used in the calculation thereof); and

      (i)   the amount and payment date of any fees.

Further,  no  amendment,  waiver or consent  unless in writing and signed by the
Agent,  in addition to the Lenders  required  hereinabove  to take such  action,
shall  affect the rights or duties of the 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. No course of dealing or delay or omission on the part
of any Lender or the Agent in  exercising  any right  shall  operate as a waiver
thereof or otherwise  be  prejudicial  thereto.  No notice to or demand upon any
Borrower  shall  entitle any  Borrower  to other or further  notice or demand in
similar or other circumstances.

      SECTION 12.8.     Successors and Assigns.
                        ----------------------

      (a) 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 no Borrower may assign or otherwise transfer any of its rights under
this Agreement without the prior written consent of all the Lenders.

      (b) Any  Lender  may at any  time  grant  to one or more  banks  or  other
financial  institutions  (each a "Participant")  participating  interests in its
Commitment or the Obligations owing to such Lender. Except as otherwise provided
in Section 12.6.,  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 Borrowers
and the 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  Participant  may not grant to any  other  Person  any
participating interest in such Participant's interest and that such Lender shall
retain  the sole right and  responsibility  to enforce  the  obligations  of the
Borrowers  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) Any  Lender  may with the prior  written  consent of the Agent and the
Borrowers (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 any Borrower shall be required (x) if
a Default or Event of Default  shall have  occurred and be  continuing or (y) in
the case of an assignment to another  Lender or an affiliate of another  Lender;
(ii) 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 $10,000,000;  (iii) after
giving effect to any such assignment by the Agent,  the Agent in its capacity as
a Lender shall retain a Commitment,  or if the Commitments have been terminated,
hold Notes having an aggregate  outstanding  principal balance,  greater than or
equal to the  Commitment  of each other  Lender  (other  than any  Lender  whose
Commitment  has  increased as a result of a merger or  combination  with another
Lender)  and  (iv)  each  such  assignment  shall  be  effected  by  means of an
Assignment  and  Acceptance  Agreement.  Upon  execution  and  delivery  of such
instrument and payment by such Assignee to such  transferor  Lender of an amount
equal to the purchase  price  agreed  between  such  transferor  Lender and such
Assignee,  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 Agent and the Borrowers shall make appropriate  arrangements so that
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
Agent an  administrative  fee for  processing  such  assignment in the amount of
$3,000.

      (d) Any Lender (each, a  "Designating  Lender") may at any time while RCLP
or the Parent,  as the case may be, has been assigned an Investment Grade Rating
from  either S&P or Moody's  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.  The parties to each such designation  shall execute and
deliver  to the 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 Agent will accept such Designation  Agreement and give prompt notice thereof
to the Borrowers,  whereupon, (i) each 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  2.2.  after a 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  Borrowers,  the 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 11.8.  and any sums  otherwise
payable to the Borrowers 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 Borrowers,  the 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
Borrowers,  the  Lenders  and the  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 Agent an administrative fee
for processing such designation in the amount of $2,000.

      (e) In addition to the assignments and participations  permitted under the
foregoing  provisions of this  Section,  any Lender may assign and pledge all or
any portion of its Loans and its Notes to any Federal Reserve Bank as collateral
security  pursuant to  Regulation A and any  Operating  Circular  issued by such
Federal  Reserve Bank, and such Loans and Notes shall be fully  transferable  as
provided therein. No such assignment shall release the assigning Lender from its
obligations hereunder.

      (f) A Lender may furnish any  information  concerning a Borrower or any of
its Subsidiaries in the possession of such Lender from time to time to Assignees
and Participants (including prospective Assignees and Participants).

      (g) Anything in this Section to the  contrary  notwithstanding,  no Lender
may assign or  participate  any interest in any Loan held by it hereunder to any
Borrower, the Parent or any of their respective affiliates or Subsidiaries.

      SECTION 12.9.     Governing Law.
                        -------------

      THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF GEORGIA.

      SECTION 12.10.    Litigation.
                        ----------

      (a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN
OR AMONG ANY  BORROWER,  THE AGENT OR ANY OF LENDERS WOULD BE BASED ON DIFFICULT
AND  COMPLEX  ISSUES  OF LAW AND FACT AND THAT A TRIAL BY JURY  COULD  RESULT IN
SIGNIFICANT DELAY AND EXPENSE.  ACCORDINGLY,  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF LENDERS, THE AGENT AND THE BORROWERS HEREBY WAIVES 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 THE BORROWERS ARISING
OUT OF THIS  AGREEMENT,  THE NOTES OR ANY OTHER LOAN  DOCUMENT OR IN  CONNECTION
WITH THE  COLLATERAL  OR ANY LIEN OR BY  REASON OF ANY  OTHER  CAUSE OR  DISPUTE
WHATSOEVER  BETWEEN OR AMONG THE  BORROWERS,  THE AGENT OR ANY OF LENDERS OF ANY
KIND OR NATURE.

      (b) THE  BORROWERS,  THE AGENT AND EACH LENDER EACH HEREBY AGREES THAT THE
FEDERAL DISTRICT COURT OF THE NORTHERN  DISTRICT OF GEORGIA OR, AT THE OPTION OF
THE  AGENT,  ANY STATE  COURT  LOCATED  IN FULTON  COUNTY,  GEORGIA,  SHALL HAVE
NON-EXCLUSIVE  JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
OR AMONG THE  BORROWERS,  THE AGENT OR ANY OF  LENDERS,  PERTAINING  DIRECTLY OR
INDIRECTLY  TO THIS  AGREEMENT,  THE NOTES OR ANY OTHER LOAN  DOCUMENT OR TO ANY
MATTER  ARISING  HEREFROM OR THEREFROM OR THE  COLLATERAL.  THE  BORROWERS  EACH
EXPRESSLY  SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING  COMMENCED  IN SUCH  COURTS.  THE  CHOICE  OF FORUM SET FORTH IN THIS
SECTION  SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT
OR ANY  LENDER OR THE  ENFORCEMENT  BY THE AGENT OR ANY  LENDER OF ANY  JUDGMENT
OBTAINED  IN SUCH  FORUM IN ANY OTHER  APPROPRIATE  JURISDICTION.  further,  the
BorrowerS EACH irrevocably waives, to the fullest extent permitted by APPLICABLE
law, any objection which it may now or hereafter have to the laying of the venue
of any such  proceeding  brought  in such a court  and any  claim  that any such
proceeding brought in such a court has been brought in an inconvenient forum.

      (c) 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 AND THE TERMINATION OF THIS AGREEMENT.

      SECTION 12.11.    Confidentiality.
                        ---------------

      Except as otherwise  provided by Applicable Law, the Agent and each Lender
shall utilize all non-public  information  obtained pursuant to the requirements
of this  Agreement  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  they  shall  agree to keep  such  information
confidential  in accordance  with the terms of this Section);  (b) as reasonably
required  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 by any Governmental  Authority or representative thereof or pursuant to
legal  process;  (d) to the Agent's or such  Lender's  independent  auditors and
other professional advisors (provided they shall be notified of the confidential
nature  of the  information);  and  (e)  after  the  happening  and  during  the
continuance of an Event of Default,  to any other Person, in connection with the
exercise  by the Agent or the  Lenders of rights  hereunder  or under any of the
other Loan Documents.

      SECTION 12.12.    Counterparts; Integration.
                        -------------------------

      This Agreement may be signed in any number of counterparts,  each of which
shall be an  original,  with the same  effect as if the  signatures  thereto and
hereto were upon the same  instrument.  This Agreement,  together with the other
Loan Documents,  constitutes the entire  agreement and  understanding  among the
parties hereto and supersedes any and all prior  agreements and  understandings,
oral or written, relating to the subject matter hereof.

      SECTION 12.13.    Invalid Provisions.
                        ------------------

      Any provision of this Agreement or any other Loan Document held by a court
of competent  jurisdiction  to be illegal,  invalid or  unenforceable  shall not
invalidate the remaining  provisions of such Loan Document which shall remain in
full force and effect and the effect  thereof shall be confined to the provision
held invalid or illegal.

      SECTION 12.14.    No Novation.
                        -----------

      This Agreement and the other Loan Documents are being amended and restated
in their entirety for the convenience of the parties hereto.  This Agreement and
the other Loan  Documents  merely  amend,  modify and restate the  indebtedness,
liabilities and obligations  evidenced hereby and thereby and do not constitute,
and it is the express  intent of the parties  hereto that this Agreement and the
other Loan  Documents do not effect,  a novation of the  existing  indebtedness,
liabilities and obligations incurred by RCLP and the other Loan Parties pursuant
to the Existing Credit Agreement. Such indebtedness, liabilities and obligations
continue to remain  outstanding  and are amended and modified only to the extent
this Agreement and the other Loan Documents amend and modify the Existing Credit
Agreement and the original Loan  Documents  executed and delivered in connection
therewith.  The parties agree that (a) all of the Loan  Documents (as defined in
the Existing Credit Agreement) not otherwise  terminated or amended and restated
in connection  with the execution and delivery of this Agreement  constitute and
shall be deemed to be Loan Documents; (b) all such Loan Documents remain in full
force and effect and (c) any reference to the Existing  Credit  Agreement in any
such Loan Documents shall be deemed to be a reference to this Agreement.

      SECTION 12.15.  Additional Borrowers.
                      --------------------

      A Development  Joint Venture may become a "Borrower"  hereunder subject to
satisfaction of the following conditions:

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

            (i)   a Joinder Agreement executed by the Development Joint Venture
      to become a Borrower hereunder;

            (ii)  Revolving Notes, Bid Rate Notes and a Swingline Note executed
      by such Development Joint Venture;

            (iii) the  articles  of  incorporation,  articles  of  organization,
      certificate  of limited  partnership  or other  comparable  organizational
      instrument (if any) of such  Development  Joint Venture  certified as of a
      recent date by the  Secretary  of State of the State of  formation of such
      Development Joint Venture;

            (iv) a  Certificate  of Good  Standing  or  certificate  of  similar
      meaning  with respect to such  Development  Joint  Venture  issued as of a
      recent date by the  Secretary  of State of the State of  formation of such
      Development  Joint Venture 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 Development Joint Venture is required to be so qualified;

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

            (vi) copies  certified by the  Secretary  or Assistant  Secretary of
      Development  Joint  Venture  (or  other  individual   performing   similar
      functions)  of (1) the by-laws of such  Development  Joint  Venture,  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 (2)
      all corporate, partnership, member or other necessary action taken by such
      Development  Joint  Venture  to  authorize  the  execution,  delivery  and
      performance of the Loan Documents to which it is a party;

            (vii) an  opinion  of counsel  to such  Development  Joint  Venture,
      addressed to the Agent and Lenders, and regarding, among other things, the
      authority  of such  Development  Joint  Venture to  execute,  deliver  and
      perform the Loan Documents to which it is a party, the  enforceability  of
      such Loan Documents as against such  Development  Joint Venture,  and such
      other matters as the Agent or its counsel may request; and

            (viii)      such other documents and instruments as the Agent may
      reasonably request;

      (b)   There may be no more than two Development Joint Ventures which are
Borrowers hereunder at any time; and

      (c) No Default or Event of Default  shall have  occurred and be continuing
or would  exist  immediately  after such  Development  Joint  Venture  becomes a
Borrower.

      SECTION 12.16.  RCLP Jointly and Severally Liable for Obligations of
                      ----------------------------------------------------
            Other Borrowers.
            ---------------

      (a)  Generally.  RCLP AGREES THAT IT IS AND SHALL BE jointLY and severalLY
LIABLE FOR ALL OBLIGATIONS OF THE OTHER BORROWERS HEREUNDER AND UNDER EACH OTHER
LOAN DOCUMENT and all such  obligations  shall constitute a debt of rclp FOR ITS
OWN ACCOUNT.  Accordingly, the Lenders, the Swingline Lender and the Agent shall
not be  obligated  or required  before  enforcing  any  Obligation  of any other
Borrower against such Borrower or any other Borrower: (i) to pursue any right or
remedy the Lenders, the Swingline Lender or the Agent may have against the other
Borrowers,  any other Loan  Party or any other  Person or  commence  any suit or
other proceeding  against any other Borrower,  any other Loan Party or any other
Person in any court or other  tribunal;  (ii) to make any claim in a liquidation
or bankruptcy of any other  Borrower,  any other Loan Party or any other Person;
or (iii) to make demand of any other Borrower, any other Loan Party or any other
Person or to enforce or seek to enforce or realize upon any collateral  security
held by the Lenders,  the Swingline  Lender or the Agent which may secure any of
the Obligations of the other Borrower.  In this  connection,  RCLP hereby waives
its rights to require  any holder of the  Obligations  of the other  Borrower to
take action  against the other  Borrower as provided in Official Code of Georgia
Annotated ss.10-7-24.

      (b) Obligations  Absolute.  The liability of RCLP under this Section shall
be absolute and  unconditional and shall remain in full force and effect without
regard to,  and shall not be  released,  suspended,  discharged,  terminated  or
otherwise  affected by, any  circumstance  or occurrence  whatsoever,  including
without limitation,  any circumstance which might constitute a defense available
to, or a discharge of, RCLP under this Section.

      (c) Action with Respect to Obligations.  The Lenders, the Swingline Lender
and the Agent may, at any time and from time to time, without the consent of, or
notice to, RCLP, and without  discharging  RCLP from its obligations  under this
Section:  (i)  amend,  modify,  alter  or  supplement  the  terms  of any of the
Obligations of the other Borrowers;  (ii) sell,  exchange,  release or otherwise
deal with all, or any part, of any collateral  securing any of such Obligations;
(iii)  release  any Loan  Party or other  Person  liable in any  manner  for the
payment or  collection  of such  Obligations;  (iv)  exercise,  or refrain  from
exercising,  any rights against the other Borrowers, any other Loan Party or any
other Person; and (v) apply any sum, by whomsoever paid or however realized,  to
such  Obligations  in such order as the Lenders or the  Swingline  Lender  shall
elect.

      (d) Waiver.  RCLP,  to the fullest  extent  permitted by  Applicable  Law,
hereby waives notice of any presentment,  demand, protest or notice of any kind,
and any other act or thing,  or  omission or delay to do any other act or thing,
which in any  manner  or to any  extent  might  vary the risk of RCLP,  or which
otherwise  might  operate to discharge  RCLP,  from its  obligations  under this
Section.

      (e) Reinstatement of Obligations.  If claim is ever made on the Agent, any
Lender or the  Swingline  Lender  for  repayment  or  recovery  of any amount or
amounts received in payment or on account of any of the Obligations of the other
Borrowers, and the Agent, such Lender or the Swingline Lender repays all or part
of said  amount by reason of (i) any  judgment,  decree or order of any court or
administrative  body of  competent  jurisdiction,  or  (ii)  any  settlement  or
compromise of any such claim effected by the Agent, such Lender or the Swingline
Lender  with any such  claimant  (including  any other  Borrower or a trustee in
bankruptcy for any other Borrower),  then and in such event RCLP agrees that any
such judgment,  decree, order,  settlement or compromise shall be binding on it,
notwithstanding  any  revocation  hereof  or  the  cancellation  of  the  Credit
Agreement,  any of the other Loan Documents,  or any other instrument evidencing
any liability of any other Borrower,  and RCLP shall be and remain liable to the
Agent,  such  Lender  or the  Swingline  Lender  for the  amounts  so  repaid or
recovered to the same extent as if such amount had never originally been paid to
the Agent, such Lender or the Swingline Lender.

      (f)  Subrogation.  RCLP shall not enforce any right or receive any payment
by way of subrogation or otherwise take any action in respect of any other claim
or cause of action RCLP may have against any other Borrower arising by reason of
any payment or  performance  by RCLP pursuant to this Section,  unless and until
all of the Obligations have been indefeasibly paid and performed in full.

      (g)  Subordination.  RCLP hereby  expressly  covenants  and agrees for the
benefit of the Agent,  the Lenders and the Swingline Lender that all obligations
and  liabilities  of any of the  Development  Affiliates  to  RCLP  of  whatever
description (collectively,  the "Junior Claims") shall be subordinate and junior
in right of  payment  to all  Obligations.  If an Event of  Default  shall  have
occurred  and be  continuing,  then RCLP shall not accept any direct or indirect
payment (in cash,  property,  securities by setoff or otherwise)  from any other
Borrower on account of or in any manner in respect of any Junior Claim until all
of the Obligations have been indefeasibly paid in full.

      SECTION 12.17.  All Development Affiliates Jointly and Severally Liable.
                      -------------------------------------------------------

      (a) Generally.  EACH DEVELOPMENT  AFFILIATE AGREES THAT IT IS AND SHALL BE
jointLY  and  severalLY  LIABLE  FOR ALL  OBLIGATIONS  OF THE OTHER  DEVELOPMENT
AFFILIATES HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT and all such obligations
shall  constitute  a debt of EACH  DEVELOPMENT  AFFILIATE  FOR ITS OWN  ACCOUNT.
Accordingly,  the  Lenders,  the  Swingline  Lender  and the Agent  shall not be
obligated or required before enforcing any Obligation of a Development Affiliate
against any other Development  Affiliate:  (i) to pursue any right or remedy the
Lenders,  the  Swingline  Lender  or  the  Agent  may  have  against  any  other
Development  Affiliate,  RCLP,  any  other  Loan  Party or any  other  Person or
commence any suit or other proceeding  against any other Development  Affiliate,
RCLP,  any other Loan Party or any other Person in any court or other  tribunal;
(ii) to make any claim in a liquidation  or bankruptcy of any other  Development
Affiliate,  RCLP,  any other  Loan Party or any other  Person;  or (iii) to make
demand of any other  Development  Affiliate,  RCLP,  any other Loan Party or any
other  Person or to enforce or seek to  enforce or realize  upon any  collateral
security held by the Lenders, the Swingline Lender or the Agent which may secure
any of the Obligations of the other Development Affiliates.  In this connection,
each Development Affiliate hereby waives its rights to require any holder of the
Obligations of the other  Development  Affiliates or RCLP to take action against
the other Development Affiliates or RCLP as provided in Official Code of Georgia
Annotated ss.10-7-24.

      (b)  Obligations  Absolute.  The liability of each  Development  Affiliate
under this Section shall be absolute and  unconditional and shall remain in full
force and  effect  without  regard  to,  and shall not be  released,  suspended,
discharged,  terminated or otherwise affected by, any circumstance or occurrence
whatsoever,   including  without   limitation,   any  circumstance  which  might
constitute a defense available to, or a discharge of, each Development Affiliate
under this Section.

      (c) Action with Respect to Obligations.  The Lenders, the Swingline Lender
and the Agent may, at any time and from time to time, without the consent of, or
notice to, any Development  Affiliate,  and without  discharging any Development
Affiliate from its obligations under this Section:  (i) amend,  modify, alter or
supplement  the  terms  of any  of the  Obligations  of  the  other  Development
Affiliates;  (ii) sell,  exchange,  release or  otherwise  deal with all, or any
part, of any collateral  securing any of such  Obligations;  (iii) release RCLP,
any Loan  Party  or  other  Person  liable  in any  manner  for the  payment  or
collection of such Obligations;  (iv) exercise, or refrain from exercising,  any
rights against the other Development  Affiliates,  RCLP, any other Loan Party or
any other Person; and (v) apply any sum, by whomsoever paid or however realized,
to such  Obligations in such order as the Lenders or the Swingline  Lender shall
elect.

      (d) Waiver. Each Development Affiliate, to the fullest extent permitted by
Applicable  Law,  hereby waives notice of any  presentment,  demand,  protest or
notice of any kind,  and any other act or thing,  or omission or delay to do any
other act or thing,  which in any manner or to any extent might vary the risk of
such Development  Affiliate,  or which otherwise might operate to discharge such
Development Affiliate, from its obligations under this Section.

      (e) Reinstatement of Obligations.  If claim is ever made on the Agent, any
Lender or the  Swingline  Lender  for  repayment  or  recovery  of any amount or
amounts received in payment or on account of any of the Obligations of the other
Development  Affiliates,  and the Agent,  such  Lender or the  Swingline  Lender
repays all or part of said amount by reason of (i) any judgment, decree or order
of any  court or  administrative  body of  competent  jurisdiction,  or (ii) any
settlement or compromise of any such claim effected by the Agent, such Lender or
the Swingline  Lender with any such claimant  (including  any other  Development
Affiliate or a trustee in bankruptcy for any other Development Affiliate),  then
and in such event each  Development  Affiliate  agrees  that any such  judgment,
decree, order,  settlement or compromise shall be binding on it, notwithstanding
any revocation  hereof or the cancellation of the Credit  Agreement,  any of the
other Loan Documents,  or any other  instrument  evidencing any liability of any
other Borrower, and each Development Affiliate shall be and remain liable to the
Agent,  such  Lender  or the  Swingline  Lender  for the  amounts  so  repaid or
recovered to the same extent as if such amount had never originally been paid to
the Agent, such Lender or the Swingline Lender.

      (f)  Subrogation.  No  Development  Affiliate  shall  enforce any right or
receive  any  payment  by way of  subrogation  or  otherwise  take any action in
respect of any other claim or cause of action  such  Development  Affiliate  may
have against any other Development Affiliate arising by reason of any payment or
performance by any Development  Affiliate  pursuant to this Section,  unless and
until all of the Obligations have been indefeasibly paid and performed in full.

      (g) Subordination.  Each Development  Affiliate hereby expressly covenants
and agrees for the benefit of the Agent,  the Lenders and the  Swingline  Lender
that all obligations and liabilities of any of the other Development  Affiliates
to such Development Affiliate of whatever description (collectively, the "Junior
Claims") shall be subordinate and junior in right of payment to all Obligations.
If an  Event  of  Default  shall  have  occurred  and  be  continuing,  then  no
Development  Affiliate  shall  accept any direct or  indirect  payment (in cash,
property,  securities  by  setoff  or  otherwise)  from  any  other  Development
Affiliate  on account of or in any manner in respect of any Junior  Claim  until
all of the Obligations have been indefeasibly paid in full.

      (h) No Guaranty of RCLP Obligations. None of the Development Affiliates or
the  Development  Affiliate  Guarantors  have guaranteed the Obligations of RCLP
hereunder or under any of the other Loan Documents.

      SECTION 12.18.  Avoidance Provisions.
                      --------------------

      It is the  intent  of the  Borrowers,  the  Agent,  the  Lenders  and  the
Swingline  Lender that in any Proceeding,  the maximum  obligation of RCLP under
Section 12.16., or of a Development Affiliate under Section 12.17., shall equal,
but not  exceed,  the  maximum  amount  which  would  not  otherwise  cause  the
obligations of such Person under such Section (or any other  obligations of such
Person to the Agent,  the Lenders and the  Swingline  Lender) to be avoidable or
unenforceable  against such Person in such  Proceeding as a result of Applicable
Law,  including  without  limitation,  (a) Section 548 of the Bankruptcy Code of
1978, as amended (the "Bankruptcy  Code") and (b) any state fraudulent  transfer
or fraudulent  conveyance act or statute applied in such Proceeding,  whether by
virtue of Section 544 of the Bankruptcy  Code or otherwise.  The Applicable Laws
under which the possible  avoidance or  unenforceability  of the  obligations of
such Person hereunder (or any other obligations of such Person to the Agent, the
Lenders and the Swingline Lender) shall be determined in any such Proceeding are
referred to as the "Avoidance Provisions".  Accordingly,  to the extent that the
obligation of RCLP under Section  12.16.,  or of a Development  Affiliate  under
Section  12.17.,  would  otherwise be subject to avoidance  under the  Avoidance
Provisions,  the maximum Obligations for which such Person shall be liable under
the applicable Section shall be reduced to that amount which, as of the time any
of such  Obligations  are  deemed to have  been  incurred  under  the  Avoidance
Provisions,  would not cause the  obligations  of such Person  hereunder (or any
other  obligations  of such Person to the Agent,  the Lenders and the  Swingline
Lender), to be subject to avoidance under the Avoidance Provisions. This Section
is  intended  solely to  preserve  the rights of the Agent,  the Lenders and the
Swingline  Lender to the maximum extent that would not cause the  obligations of
RCLP or the  Development  Affiliates,  as the  case  may be,  to be  subject  to
avoidance  under the  Avoidance  Provisions,  and no such  Borrower or any other
Person  shall have any right or claim  under this  Section as against the Agent,
the Lenders and the  Swingline  Lender that would not  otherwise be available to
such Person  under the  Avoidance  Provisions.  For the purposes of this Section
"Proceeding"  means any of the following:  (i) a voluntary or  involuntary  case
concerning any Borrower shall be commenced under the Bankruptcy Code of 1978, as
amended;  (ii) a  custodian  (as  defined in such  Bankruptcy  Code or any other
applicable  bankruptcy  laws) is  appointed  for, or takes charge of, all or any
substantial  part of the property of any  Borrower;  (iii) any other  proceeding
under  any  Applicable  Law,  domestic  or  foreign,   relating  to  bankruptcy,
insolvency,  reorganization,  winding-up or composition for adjustment of debts,
whether now or hereafter in effect, is commenced relating to any Borrower;  (iv)
any Borrower is  adjudicated  insolvent or bankrupt;  (v) any order of relief or
other  order  approving  any such case or  proceeding  is  entered by a court of
competent  jurisdiction;  (vi) any Borrower  makes a general  assignment for the
benefit of creditors;  (vii) any Borrower shall fail to pay, or shall state that
it is unable to pay,  or shall be unable  to pay,  its debts  generally  as they
become due;  (viii) any Borrower  shall call a meeting of its  creditors  with a
view to arranging a composition  or  adjustment of its debts;  (ix) any Borrower
shall by any act or failure to act  indicate  its  consent  to,  approval  of or
acquiescence in any of the foregoing; or (x) any corporate action shall be taken
by any Borrower for the purpose of effecting any of the foregoing.

                            [Signatures on Next Page]

<PAGE>

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

                              REGENCY CENTERS, L.P.

                              By: Regency Realty Corporation, its sole general
                              partner

                                By:
                                     Name: J. Christian Leavitt
                                     Title:  Senior Vice President and Secretary

                              REGENCY REALTY CORPORATION


                              By:
                                  Name: J. Christian Leavitt
                                   Title:   Senior Vice President and Secretary

      STATE OF GEORGIA

      COUNTY OF

                ----------------------------


      BEFORE ME, a Notary Public in and for said County,  personally appeared J.
Christian Leavitt,  known to me to be a person who, as Senior Vice President and
Secretary of Regency  Realty  Corporation,  on its own behalf and as the general
partner of Regency  Centers,  L.P.,  the entity  which  executed  the  foregoing
Amended and Restated Credit  Agreement,  signed the same, and acknowledged to me
that  he did so sign  said  instrument  in the  name  and  upon  behalf  of said
corporation as an officer of said corporation.

      IN TESTIMONY WHEREOF,  I have hereunto  subscribed my name, and affixed my
official seal, this ____ day of July, 2000.

                         Notary Public

                         My Commission Expires:



                          [Signatures Continued on Next Page]



<PAGE>

   [Signature       Page to Second Amended and Restated  Credit  Agreement dated
                    as of July 21, 2000 with Regency Centers, L.P.]

                              REGENCY REALTY GROUP, INC.


                              By:
                                  Name: J. Christian Leavitt
                                   Title:  Vice President and Secretary

      STATE OF GEORGIA

      COUNTY OF

                ----------------------------

      BEFORE ME, a Notary Public in and for said County,  personally appeared J.
Christian  Leavitt,  known  to me to be a  person  who,  as Vice  President  and
Secretary of Regency Realty Group, Inc., the entity which executed the foregoing
Amended and Restated Credit  Agreement,  signed the same, and acknowledged to me
that  he did so sign  said  instrument  in the  name  and  upon  behalf  of said
corporation as an officer of said corporation.

      IN TESTIMONY WHEREOF,  I have hereunto  subscribed my name, and affixed my
official seal, this ____ day of July, 2000.

                         Notary Public

                         My Commission Expires:





                       [Signatures Continued on Next Page]

<PAGE>

   [Signature       Page to Second Amended and Restated  Credit  Agreement dated
                    as of July 21, 2000 with Regency Centers, L.P.]

                              WELLS FARGO BANK, NATIONAL ASSOCIATION, as the
                                Agent, as the Swingline Lender and as a Lender


                              By:
                                   Name:  Mary Ann Kelly
                                   Title:    Vice President

                              Lending Office (all Types of Loans):

                              Wells Fargo Bank, National Association
                              2859 Paces Ferry Road, Suite 1805
                              Atlanta, Georgia  30339
                              Attention:  Mary Ann Kelly
                              Telecopier:  (404) 435-2262
                              Telephone:  (404) 435-3800

                               Commitment Amount:

                              $100,000,000

                       [Signatures Continued on Next Page]

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                            FIRST UNION NATIONAL BANK

                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                            First Union National Bank

                                REIT Banking Unit

                              One First Union Center
                              Charlotte, North Carolina  28288-0166
                              Attention:  John A. Schissel
                              Telecopier:  (704) 383-6205
                              Telephone:  (704) 383-1967

                               Commitment Amount:

                              $100,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              WACHOVIA BANK, N.A.


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              Wachovia Bank, N.A.
                              191 Peachtree Street, N.E., 30th Floor
                              Atlanta, Georgia  30303
                              Attention:  Cathy A. Casey
                              Telecopier:  (404) 332-4066
                              Telephone:  (404) 332-5649

                               Commitment Amount:

                              $100,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              COMMERZBANK AG, NEW YORK BRANCH


                              By:
                                      Name:

                                     Title:

                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              Commerzbank AG, New York Branch
                              2 World Financial Center
                              New York, New York  10281
                              Attention:  David Schwarz/ Christine Finkel
                              Telecopier:  (212) 266-7565
                              Telephone:  (212) 266-7632 / 7375

                               Commitment Amount:

                              $50,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              PNC BANK, NATIONAL ASSOCIATION


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              PNC Bank, National Association
                              One PNC Plaza, 19th Floor
                              249 Fifth Avenue
                              Mail Stop- PI-POPP-19-2
                              Pittsburgh, Pennsylvania  15222
                              Attention:  Jan Dotchin
                              Telecopier:  (412) 768-5754
                              Telephone:  (412) 762-3986

                               Commitment Amount:

                              $50,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              AMSOUTH BANK


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              AmSouth Bank
                              1900 5th Avenue North
                              AmSouth-Sonat Tower, 9th Floor
                              Birmingham, Alabama 35203
                              Attention:  Buddy Sharbel
                              Telecopier: (205) 326-4075
                              Telephone: (205) 581-7647

                               Commitment Amount:

                              $40,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              CHASE BANK OF TEXAS, N.A.


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              Chase Bank of Texas, N.A.
                              707 Travis, 6th Floor North
                              Houston, Texas  77572
                              Attention:  Kent Kaiser
                              Telecopier: (713) 216-7713
                              Telephone: (713) 216-8699

                               Commitment Amount:

                              $35,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                                 SOUTHTRUST BANK

                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              SouthTrust Bank
                              420 North 20th Street, 11th Floor
                              Birmingham, Alabama  35203
                              Attention:  Sam Boroughs- Corporate Banking
                              Telecopier: (205) 254-8270
                              Telephone: (205) 254-5039

                               Commitment Amount:

                              $35,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              SUNTRUST BANK


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              SunTrust Bank
                              Real Estate Finance MC 081
                              P.O. Box 4418, 50 Hurt Plaza, Suite 700
                              Atlanta, Georgia  30303
                              Attention:  John Neill
                              Telecopier: (404) 827-6774
                              Telephone: (404) 588-8248

                               Commitment Amount:

                              $30,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                             ING (U.S.) CAPITAL LLC

                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              ING Barings
                              55 E. 52nd Street, 35th Floor
                              New York, NY  10055
                              Attention:  Andrew Layton
                              Telecopier:  212-409-5853
                              Telephone: 212-409-1851

                               Commitment Amount:

                              $25,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              FIRSTAR, N.A.


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              Firstar, N.A.
                              425 Walnut Street, 10th Floor, ML #9205
                             Cincinnati, Ohio 45202

                            Attention: Glenn Baumann

                              Telecopier: (513) 632-5590
                            Telephone: (513) 632-4473

                               Commitment Amount:

                              $25,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              BANK ONE, NA (CHICAGO OFFICE)


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              Bank One, NA (Chicago Office)
                              1 Bank One Plaza
                              Mail Code IL1-0315
                              Chicago, Illinois 60670
                              Attention:  Patricia Leung
                              Telecopier: (312) 732-1117
                              Telephone: (312) 732-8619

                               Commitment Amount:

                              $20,000,000

<PAGE>

       [Signature Page to Second Amended and Restated Credit Agreement dated as
                                       of

                       July 21, 2000 with Regency Centers, L.P.]

                              MELLON BANK, N.A.


                              By:
                                      Name:

                                     Title:

                              Lending Office (all Types of Loans):

                              Mellon Bank, N.A.
                              One Mellon Bank Center, Room 5325
                              Pittsburgh, Pennsylvania  15258-0001
                              Attention:  Theresa Sicuro
                              Telecopier: (412) 234-4146
                              Telephone: (412) 234-6757

                               Commitment Amount:

                              $15,000,000

<PAGE>

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                  July 21, 2000

                                      among

                           REGENCY CENTERS, L.P., and

                           REGENCY REALTY GROUP, INC.,
                                                as the Borrowers,

                           REgency realty corpoRation,
                                                as the Parent,

 The financial institutions party hereto and their assignees under Section 12.8.
                                     hereof,
                                                as the Lenders,

                           FIRST UNION NATIONAL BANK,
                                                as Syndication Agent,

                              WACHOVIA BANK, N.A.,
                                                as Documentation Agent,

                                     Each of
                 COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH
                                       and

                         pnc bank, national Association,
                                                as a Managing Agent,

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                                as the Administrative Agent

<PAGE>

                                      - v -
ATL01/10690729v10

                                TABLE OF CONTENTS

ARTICLE I.  DEFINITIONS......................................................1

      SECTION 1.1.   Definitions.............................................1
                     -----------
      SECTION 1.2.   General; References to Time............................22
                     ---------------------------

ARTICLE II. CREDIT FACILITY.................................................23

      SECTION 2.1.   Revolving Loans........................................23
                     ---------------
      SECTION 2.2.   Bid Rate Loans.........................................24
                     --------------
      SECTION 2.3.   Swingline Loans........................................27
                     ---------------
      SECTION 2.4.   Number of Interest Periods.............................28
                     --------------------------
      SECTION 2.5.   Continuation...........................................28
                     ------------
      SECTION 2.6.   Conversion.............................................29
                     ----------
      SECTION 2.7.   Interest Rate..........................................29
                     -------------
      SECTION 2.8.   Repayment of Loans.....................................29
                     ------------------
      SECTION 2.9.   Voluntary Reductions of the Commitments................31
                     ---------------------------------------
      SECTION 2.10.  Extension of Revolving Credit Termination Date.........31
                     ----------------------------------------------
      SECTION 2.11.  Term Loan Conversion...................................32
                     --------------------
      SECTION 2.12.  Notes..................................................33
                     -----
      SECTION 2.13.  Option to Replace Lenders..............................33
                     -------------------------
      SECTION 2.14.  Amount Limitations.....................................33
                     ------------------
      SECTION 2.15.  Letters of Credit......................................34
                     -----------------

ARTICLE III.         GENERAL LOAN PROVISIONS................................37

      SECTION 3.1.   Fees...................................................37
                     ----
      SECTION 3.2.   Computation of Interest and Fees.......................38
                     --------------------------------
      SECTION 3.3.   Pro Rata Treatment.....................................38
                     ------------------
      SECTION 3.4.   Sharing of Payments, Etc...............................39
                     ------------------------
      SECTION 3.5.   Defaulting Lenders.....................................40
                     ------------------
      SECTION 3.6.   Usury..................................................40
                     -----
      SECTION 3.7.   Agreement Regarding Interest and Charges...............40
                     ----------------------------------------
      SECTION 3.8.   Statements of Account..................................41
                     ---------------------
      SECTION 3.9.   Reliance...............................................41
                     --------
      SECTION 3.10.  Taxes..................................................41
                     -----

ARTICLE IV. UNENCUMBERED POOL PROPERTIES....................................42

      SECTION 4.1. Acceptance of Unencumbered Pool Properties...............42
                   ------------------------------------------
      SECTION 4.2.   Termination of Designation as Unencumbered
                     ------------------------------------------
            Pool Property...................................................45
            -------------
      SECTION 4.3.   Additional Requirements of Unencumbered Pool
                     --------------------------------------------
            Properties......................................................46
            ----------

ARTICLE V. YIELD PROTECTION, ETC............................................46

      SECTION 5.1.   Additional Costs; Capital Adequacy.....................46
                     ----------------------------------
      SECTION 5.2.   Suspension of LIBOR Loans..............................47
                     -------------------------
      SECTION 5.3.   Illegality.............................................48
                     ----------
      SECTION 5.4.   Compensation...........................................48
                     ------------
      SECTION 5.5.   Treatment of Affected Loans............................48
                     ---------------------------
      SECTION 5.6.   Change of Lending Office...............................49
                     ------------------------

ARTICLE VI. CONDITIONS......................................................49

      SECTION 6.1.   Effectiveness..........................................49
                     -------------
      SECTION 6.2.   Conditions to All Loans and Letters of Credit..........51
                     ---------------------------------------------
      SECTION 6.3.   Conditions to Conversion to Term Loans.................51
                     --------------------------------------

ARTICLE VII.         REPRESENTATIONS AND WARRANTIES.........................52

      SECTION 7.1.   Existence and Power....................................52
                     -------------------
      SECTION 7.2.   Ownership Structure....................................52
                     -------------------
      SECTION 7.3.   Authorization of Agreement, Notes, Loan
                     ---------------------------------------
            Documents and Borrowings........................................52
            ------------------------
      SECTION 7.4.   Compliance of Agreement, Notes, Loan Documents
                     ----------------------------------------------
            and Borrowing with Laws, etc....................................53
            ----------------------------
      SECTION 7.5.   Compliance with Law; Governmental Approvals............53
                     -------------------------------------------
      SECTION 7.6.   Existing Indebtedness..................................53
                     ---------------------
      SECTION 7.7.   Title to Properties; Liens.............................53
                     --------------------------
      SECTION 7.8.   Unencumbered Pool Properties...........................53
                     ----------------------------
      SECTION 7.9.   Leases.................................................54
                     ------
      SECTION 7.10.  Material Contracts.....................................54
                     ------------------
      SECTION 7.11.  Margin Stock...........................................54
                     ------------
      SECTION 7.12.  Transactions with Affiliates...........................54
                     ----------------------------
      SECTION        7.13. Absence of Defaults..............................54
                           -------------------
      SECTION 7.14.  Financial Information..................................54
                     ---------------------
      SECTION 7.15.  Litigation.............................................55
                     ----------
      SECTION 7.16.  ERISA..................................................55
                     -----
      SECTION 7.17.  Environmental Matters..................................56
                     ---------------------
      SECTION 7.18.  Taxes..................................................56
                     -----
      SECTION 7.19.  Investment Company; Public Utility Holding
                     ------------------------------------------
            Company. 57
            -------
      SECTION 7.20.  Full Disclosure........................................57
                     ---------------
      SECTION 7.21.  Not Plan Assets........................................57
                     ---------------
      SECTION 7.22.  Business...............................................57
                     --------
      SECTION 7.23.  Title to Properties; Necessary Agreements,
                     ------------------------------------------
            Licenses, Permits; Adverse Contracts............................57
            ------------------------------------
      SECTION 7.24.  Non-Guarantor Entities.................................58
                     ----------------------

ARTICLE VIII.     COVENANTS.................................................58

      SECTION 8.1.   Information............................................58
                     -----------
      SECTION 8.2.   ERISA Reporting........................................61
                     ---------------
      SECTION 8.3.   Payment of Obligations.................................62
                     ----------------------
      SECTION 8.4.   Preservation of Existence and Similar Matters..........62
                     ---------------------------------------------
      SECTION 8.5.   Maintenance of Property................................62
                     -----------------------
      SECTION 8.6.   Conduct of Business....................................62
                     -------------------
      SECTION 8.7.   Insurance..............................................62
                     ---------
      SECTION 8.8.   Modifications to Material Contracts....................63
                     -----------------------------------
      SECTION 8.9.   Environmental Laws.....................................63
                     ------------------
      SECTION 8.10.  Compliance with Laws and Material Contracts............63
                     -------------------------------------------
      SECTION 8.11.  Inspection of Property, Books and Records..............63
                     -----------------------------------------
      SECTION 8.12.  Indebtedness...........................................64
                     ------------
      SECTION 8.13.  Consolidations, Mergers and Sales of Assets............64
                     -------------------------------------------
      SECTION 8.14.  Use of Proceeds and Letters of Credit..................64
                     -------------------------------------
      SECTION 8.15. Tenant Concentration....................................65
                    --------------------
      SECTION 8.16. Acquisitions............................................65
                    ------------
      SECTION 8.17.  Exchange Listing.......................................65
                     ----------------
      SECTION 8.18.  REIT Status............................................65
                     -----------
      SECTION 8.19.  Negative Pledge; Restriction on Distribution
                     --------------------------------------------
            Rights.  65
            ------
      SECTION 8.20.  Agreements with Affiliates.............................66
                     --------------------------
      SECTION 8.21.  ERISA Exemptions.......................................66
                     ----------------
      SECTION 8.22.  Compliance with and Amendment of Charter or
                     -------------------------------------------
            Bylaws.  66
            ------
      SECTION 8.23.  Distributions..........................................66
                     -------------
      SECTION 8.24.  New Guarantors.........................................67
                     --------------
      SECTION 8.25.  New Guarantors.........................................68
                     --------------
      SECTION 8.26.  Acquisitions or Developments of Properties.............69
                     ------------------------------------------
      SECTION 8.27.  Transfer of Properties to Borrower.....................70
                     ----------------------------------
      SECTION 8.28.  Asset Value of Non-Guarantor Entities..................70
                     -------------------------------------
      SECTION 8.29.  Hedging Agreements.....................................70
                     ------------------
      SECTION 8.30.  Limitation Relating to Regency Realty Group,
                     --------------------------------------------
            Inc.  70
            ----

Article IX. Financial Covenants.............................................71

      SECTION 9.1.   Minimum Net Worth......................................71
                     -----------------
      SECTION 9.2.   Ratio of Total Liabilities to Gross Asset

            Value.71

      SECTION 9.3.   Ratio of Secured Indebtedness to Gross Asset
                     --------------------------------------------
            Value.   71
            -----
      SECTION 9.4.   Ratio of EBITDA to Interest Expense....................71
                     -----------------------------------
      SECTION 9.5.   Ratios of EBITDA to Debt Service, Preferred
                     -------------------------------------------
            Stock Distributions and Reserve for Replacements................71
            ------------------------------------------------
      SECTION 9.6.   Unsecured Interest Expense Coverage....................72
                     -----------------------------------
      SECTION 9.7.   Permitted Investments..................................72
                     ---------------------
      SECTION 9.8.   Floating Rate Debt.....................................72
                     ------------------
      SECTION 9.9.   Limitation on Non-Wholly Owned Subsidiaries,
                     --------------------------------------------
            Preferred Stock Entities and Unconsolidated Affiliates..........73
            ------------------------------------------------------
      SECTION 9.10.  Stabilized Retail Operating Properties.................73
                     --------------------------------------

ARTICLE X.  DEFAULTS 73

      SECTION 10.1.  Events of Default......................................73
                     -----------------
      SECTION 10.2.  Remedies...............................................76
                     --------
      SECTION 10.3.  Allocation of Proceeds.................................76
                     ----------------------
      SECTION 10.4.  Rights Cumulative......................................77
                     -----------------
      SECTION 10.5.  Recission of Acceleration by Majority Lenders..........77
                     ---------------------------------------------
      SECTION 10.6.  Collateral Account.....................................77
                     ------------------

ARTICLE XI. THE AGENT.......................................................78

      SECTION 11.1.  Appointment and Authorization..........................78
                     -----------------------------
      SECTION 11.2.  The Agent and Affiliates...............................79
                     ------------------------
      SECTION 11.3.  Collateral Matters.....................................79
                     ------------------
      SECTION 11.4.  Approvals of the Lenders...............................79
                     ------------------------
      SECTION 11.5.  Notice of Defaults.....................................80
                     ------------------
      SECTION 11.6.  Consultation with Experts..............................80
                     -------------------------
      SECTION 11.7.  Liability of the Agent.................................80
                     ----------------------
      SECTION 11.8.  Indemnification of the Agent...........................80
                     ----------------------------
      SECTION 11.9.  Credit Decision........................................81
                     ---------------
      SECTION 11.10. Successor Agent........................................81
                     ---------------
      SECTION 11.11. Approvals and Other Actions by Majority
                     ---------------------------------------
            Lender81

      SECTION 11.12. Documentation, Syndication and Managing Agents.........82
                     ----------------------------------------------

ARTICLE XII.         MISCELLANEOUS..........................................82

      SECTION 12.1.  Notices................................................82
                     -------
      SECTION 12.2.  No Waivers.............................................83
                     ----------
      SECTION 12.3.  Expenses...............................................83
                     --------
      SECTION 12.4.  Stamp, Intangible and Recording Taxes..................84
                     -------------------------------------
      SECTION 12.5.  Indemnification........................................84
                     ---------------
      SECTION 12.6.  Setoff.................................................85
                     ------
      SECTION 12.7.  Amendments.............................................85
                     ----------
      SECTION 12.8.  Successors and Assigns.................................86
                     ----------------------
      SECTION 12.9.  Governing Law..........................................88
                     -------------
      SECTION 12.10. Litigation.............................................88
                     ----------
      SECTION 12.11. Confidentiality........................................89
                     ---------------
      SECTION 12.12. Counterparts; Integration..............................89
                     -------------------------
      SECTION 12.13. Invalid Provisions.....................................89
                     ------------------
      SECTION 12.14. No Novation............................................89
                     -----------
      SECTION 12.15.  Additional Borrowers..................................90
                      --------------------
      SECTION 12.16.  RCLP Jointly and Severally Liable for
                      -------------------------------------
            Obligations of Other Borrowers..................................91
            ------------------------------
      SECTION 12.17.  All Development Affiliates Jointly and
                      --------------------------------------
            Severally Liable................................................92
            ----------------
      SECTION 12.18.  Avoidance Provisions..................................93
                      --------------------

Exhibit A        Form of Assignment and Acceptance Agreement
Exhibit B        Form of Designation Agreement
Exhibit C        Form of Revolving Note
Exhibit D        Form of Bid Rate Note
Exhibit E        Form of Swingline Note
Exhibit F        Form of Notice of Borrowing
Exhibit G        Form of Notice of Continuation
Exhibit H        Form of Notice of Conversion
Exhibit I        Form of Bid Rate Quote Request
Exhibit J        Form of Bid Rate Quote
Exhibit K        Form of Bid Rate Quote Acceptance
Exhibit L        Form of Notice of Swingline Borrowing
Exhibit M        Form of Extension Request
Exhibit N-1      Form of Opinion of Counsel to the Loan Parties
Exhibit N-2      Form of Opinion of Counsel to the Agent
Exhibit O-1      Form of Guaranty
Exhibit O-2      Form of Development Affiliate Guaranty
Exhibit P        Form of Unencumbered Pool Certificate
Exhibit Q        Form of Compliance Certificate
Exhibit R        Form of Property Certificate
Exhibit S        Form of Joinder Agreement

Schedule 1.1.    Approved Grocery Stores
Schedule 4.1.    Unencumbered Pool Properties
Schedule 7.2.    Ownership Structure
Schedule 7.6.    Existing Indebtedness
Schedule 7.10.   Material Contracts
Schedule 7.12.   Transactions with Affiliates
Schedule 7.15.   Litigation
Schedule 7.16.   ERISA
Schedule 7.24.   Non-Guarantor Entities
Schedule 8.26.   Acquisition or Development of Properties
Schedule 8.29.   Hedging Agreements


<PAGE>

ATL01/10690729v10

                                 Schedule 1.1(a)

                             Approved Grocery Stores

1.    Grocery Stores wholly owned directly or indirectly by Wal-Mart Stores,
      Inc. and operating under the following names:

      Wal-Mart Neighborhood Market

2.    Grocery Stores wholly owned directly or indirectly by Safeway Inc. and
      operating under the following names:


      Carr Quality Centers
      Dominicks

      Eagle Quality Centers (Alaska)
      Expo's
      Pak N Save
      Pavilion's
      Randall's
      Safeway
      Simon David
      Tom Thumb
      Vons


      3.    Grocery Stores wholly owned directly or indirectly by Albertson's
Inc. and operating under the following names:

      Acme
      Albertson's

      American Drug Stores
      Buttrey
      Jewel
      Lucky's
      Max's Warehouse
      Monte Mart