Exhibit 10.1



Table of Contents




Execution Draft




Published CUSIP Number: 53117RAA7




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of August 31, 2010




among




LIBERTY PROPERTY LIMITED PARTNERSHIP




and




LIBERTY PROPERTY TRUST




and




BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT




and




JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT




and




WELLS FARGO BANK, N.A., CITIZENS BANK

SUNTRUST BANK AND

PNC BANK, NATIONAL ASSOCIATION,

AS DOCUMENTATION AGENTS




and




CITIBANK N.A.

UBS SECURITIES LLC, THE BANK OF

NOVA SCOTIA, CAPITAL ONE BANK AND

U. S. BANK NATIONAL ASSOCIATION,

AS MANAGING AGENTS




and




THE LENDERS PARTY HERETO




and




BANC OF AMERICA SECURITIES LLC and

J.P. MORGAN SECURITIES INC.,

AS JOINT BOOKRUNNERS and JOINT LEAD ARRANGERS



 












Table of Contents







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	§1. DEFINITIONS OF RULES OF INTERPRETATION
	 	 	1	 
	§1.1. Definitions
	 	 	1	 
	§1.2. Rules of Interpretation
	 	 	27	 
	§1.3. Times of Day
	 	 	28	 
	§1.4. Letter of Credit Amounts
	 	 	28	 
	§1.5. Rounding
	 	 	28	 
	§2. REVOLVING CREDIT FACILITY
	 	 	28	 
	§2.1. Loans — Commitment to Lend Revolving Loans; Limitation on
Commitments
	 	 	28	 
	§2.2. Changes in Total Commitment
	 	 	29	 
	§2.3. The Notes
	 	 	31	 
	§2.4. Interest on Loans
	 	 	31	 
	§2.5. Requests for Loans
	 	 	31	 
	§2.6. Conversion and Continuation Options
	 	 	32	 
	§2.7. Funds for Loans
	 	 	33	 
	§2.8. Swingline Loans
	 	 	34	 
	§2.9. Letters of Credit
	 	 	37	 
	§2.10. Competitive Bid Loans
	 	 	47	 
	§2.11. Cash Collateral
	 	 	51	 
	§2.12. Defaulting Lenders
	 	 	52	 
	§3. REPAYMENT OF THE LOANS
	 	 	54	 
	§3.1. Maturity
	 	 	54	 
	§3.2. Mandatory Repayments of Loan
	 	 	54	 
	§3.3. Optional Repayments of Loans
	 	 	54	 
	§4. CERTAIN GENERAL PROVISIONS
	 	 	55	 
	§4.1. Closing Fees
	 	 	55	 
	§4.2. Other Fees
	 	 	55	 
	§4.3. Funds for Payments; Computations; Payments Set Aside
	 	 	56	 
	§4.4. Taxes
	 	 	57	 
	§4.5.
Additional Costs, Etc.
	 	 	61	 





 


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	 	 	Page	 
	 
	 	 	 	 
	§4.6. Capital Adequacy
	 	 	62	 
	§4.7. Certificate
	 	 	63	 
	§4.8. Indemnity
	 	 	63	 
	§4.9. Default Interest and Late Charges
	 	 	63	 
	§4.10. Inability to Determine Eurocurrency Rate
	 	 	63	 
	§4.11. Illegality
	 	 	64	 
	§4.12. Mitigation Obligations; Replacement of Lenders
	 	 	64	 
	§4.13. Sharing of Payments by Lenders
	 	 	65	 
	§5. UNENCUMBERED PROPERTIES; NO LIMITATION ON RECOURSE
	 	 	66	 
	§5.1. Unencumbered Properties
	 	 	66	 
	§5.2. Waivers by Requisite Lenders
	 	 	66	 
	§5.3. Rejection of Unencumbered Properties
	 	 	66	 
	§5.4. Change in Circumstances
	 	 	66	 
	§5.5. No Limitation on Recourse
	 	 	67	 
	§5.6. Additional Guarantors
	 	 	67	 
	§6. REPRESENTATIONS AND WARRANTIES
	 	 	67	 
	§6.1.
Authority; Etc.
	 	 	67	 
	§6.2. Governmental Approvals and Consents
	 	 	68	 
	§6.3. Title to Properties
	 	 	69	 
	§6.4. Financial Statements
	 	 	69	 
	§6.5.
No Material Changes, Etc.
	 	 	70	 
	§6.6.
Franchises, Patents, Copyrights, Etc.
	 	 	70	 
	§6.7. Litigation
	 	 	70	 
	§6.8.
No Materially Adverse Contracts, Etc.
	 	 	70	 
	§6.9.
Compliance With Other Instruments, Laws, Etc.
	 	 	70	 
	§6.10. Tax Status
	 	 	71	 
	§6.11. Event of Default
	 	 	71	 
	§6.12. Investment Company Act
	 	 	71	 
	§6.13.
Absence of Financing Statements, Etc.
	 	 	71	 
	§6.14. Status of the Company
	 	 	71	 





 


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	 	 	Page	 
	 
	 	 	 	 
	§6.15. Certain Transactions
	 	 	71	 
	§6.16. Benefit Plans; Multiemployer Plans; Guaranteed Pension Plans
	 	 	72	 
	§6.17. Regulations U and X
	 	 	72	 
	§6.18. Environmental Compliance
	 	 	72	 
	§6.19. Subsidiaries and Affiliates
	 	 	74	 
	§6.20. Loan Documents
	 	 	74	 
	§6.21. Buildings on the Unencumbered Properties
	 	 	74	 
	§6.22. Insurance
	 	 	74	 
	§6.23. Disclosure
	 	 	74	 
	§6.24. Solvency
	 	 	75	 
	§7. AFFIRMATIVE COVENANTS OF THE BORROWER
	 	 	75	 
	§7.1. Punctual Payment
	 	 	75	 
	§7.2. Maintenance of Office
	 	 	75	 
	§7.3. Records and Accounts
	 	 	75	 
	§7.4. Financial Statements, Certificates and Information
	 	 	75	 
	§7.5. Notices
	 	 	77	 
	§7.6. Existence; Maintenance of REIT Status; Maintenance of Properties
	 	 	80	 
	§7.7. Insurance
	 	 	80	 
	§7.8. Taxes
	 	 	80	 
	§7.9. Inspection of Properties and Books
	 	 	80	 
	§7.10. Compliance with Laws, Contracts, Licenses, and Permits
	 	 	81	 
	§7.11. Use of Proceeds
	 	 	81	 
	§7.12. INTENTIONALLY OMITTED
	 	 	81	 
	§7.13. Notices of Significant Transactions
	 	 	81	 
	§7.14. Further Assurances
	 	 	82	 
	§7.15. Environmental Indemnification
	 	 	82	 
	§7.16. Response Actions
	 	 	82	 
	§7.17. Employee Benefit Plans
	 	 	82	 





 


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	 	 	Page	 
	 
	 	 	 	 
	§8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER
	 	 	83	 
	§8.1. Restrictions on Recourse Indebtedness
	 	 	83	 
	§8.2. Restrictions on Investments
	 	 	84	 
	§8.3. Merger, Consolidation and Other Fundamental Changes
	 	 	85	 
	§8.4. Sale and Leaseback
	 	 	85	 
	§8.5. Compliance with Environmental Laws
	 	 	86	 
	§8.6. Distributions
	 	 	86	 
	§8.7. Equity Repurchase Payments
	 	 	86	 
	§8.8. Preferred Distributions
	 	 	86	 
	§8.9. Liens
	 	 	86	 
	§8.10. Negative Pledge
	 	 	87	 
	§8.11. Transactions with Affiliates
	 	 	87	 
	§8.12. Change in Nature of Business
	 	 	87	 
	§8.13. Dispositions
	 	 	87	 
	§9. FINANCIAL COVENANTS OF THE BORROWER
	 	 	88	 
	§9.1. Unsecured Debt to Value of All Unencumbered Properties
	 	 	88	 
	§9.2. Total Debt to Total Asset Value
	 	 	88	 
	§9.3. Maximum Secured Debt
	 	 	88	 
	§9.4. Minimum Tangible Net Worth
	 	 	88	 
	§9.5. Unencumbered Interest Coverage Ratio
	 	 	88	 
	§9.6. Adjusted EBITDA to Fixed Charges
	 	 	88	 
	§9.7. Unencumbered Debt Yield
	 	 	88	 
	§9.8. Pro Forma Calculations
	 	 	88	 
	§9.9. Covenant Calculations
	 	 	89	 
	§10. CONDITIONS TO EFFECTIVENESS
	 	 	89	 
	§10.1. Loan Documents
	 	 	89	 
	§10.2. Certified Copies of Organization Documents; Good Standing
Certificates
	 	 	89	 
	§10.3. By-laws; Resolutions
	 	 	90	 
	§10.4. Incumbency Certificate; Authorized Signers
	 	 	90	 
	§10.5. Opinions of Counsel Concerning Organization and Loan Documents
	 	 	90	 
	§10.6. Payment of Fees
	 	 	90	 
	§10.7. Closing Certificate
	 	 	90	 
	§10.8. Compliance Certificate
	 	 	90	 





 


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	 	 	Page	 
	 
	 	 	 	 
	§11. CONDITIONS TO ALL CREDIT ADVANCES
	 	 	91	 
	§11.1. Representations True; No Event of Default; Compliance Certificate
	 	 	91	 
	§11.2. No Legal Impediment
	 	 	91	 
	§11.3. Governmental Regulation
	 	 	91	 
	§11.4. Proceedings and Documents
	 	 	91	 
	§12.
EVENTS OF DEFAULT; ACCELERATION; ETC.
	 	 	92	 
	§12.1. Events of Default
	 	 	92	 
	§12.2. Remedies
	 	 	95	 
	§12.3. Remedies Cumulative
	 	 	95	 
	§12.4. Distribution of Enforcement Proceeds
	 	 	95	 
	§13. SETOFF
	 	 	96	 
	§14. THE AGENT
	 	 	97	 
	§14.1. Appointment and Authority
	 	 	97	 
	§14.2. Rights as a Lender
	 	 	97	 
	§14.3. Exculpatory Provisions
	 	 	98	 
	§14.4. Reliance by Agent
	 	 	99	 
	§14.5. Delegation of Duties
	 	 	99	 
	§14.6. Resignation of Agent
	 	 	99	 
	§14.7. Non-Reliance on Agent and Other Lenders
	 	 	100	 
	§14.8.
No Other Duties, Etc.
	 	 	100	 
	§14.9. Agent May File Proofs of Claim
	 	 	101	 
	§14.10. Guaranty Matters
	 	 	101	 
	§14.11. Payments by Agent
	 	 	102	 
	§15. EXPENSES; INDEMNITY; DAMAGE WAIVER
	 	 	102	 
	§16. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY
	 	 	104	 
	§17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
	 	 	105	 
	§18. SUCCESSORS AND ASSIGNS
	 	 	105	 
	§19.
NOTICES, ETC.
	 	 	111	 
	§20. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
	 	 	113	 





 


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	 	 	Page	 
	 
	 	 	 	 
	§21. HEADINGS
	 	 	114	 
	§22. COUNTERPARTS
	 	 	115	 
	§23. ENTIRE AGREEMENT
	 	 	115	 
	§24. WAIVER OF JURY TRIAL
	 	 	115	 
	§25.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
	 	 	115	 
	§26. SEVERABILITY
	 	 	117	 
	§27. ACKNOWLEDGMENTS
	 	 	117	 
	§28. NO WAIVER; CUMULATIVE REMEDIES
	 	 	118	 
	§29. INTEREST RATE LIMITATION
	 	 	118	 
	§30. USA PATRIOT ACT NOTICE
	 	 	119	 
	§31. REPLACEMENT OF LENDERS
	 	 	119	 
	§32. TRANSITIONAL ARRANGEMENTS
	 	 	120	 





 


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	Exhibit A

	 	Form of Note
	Exhibit B

	 	Form of Loan Request
	Exhibit C

	 	Form of Compliance Certificate
	Exhibit D

	 	Form of Swingline Loan Request
	Exhibit E

	 	Form of Assignment and Assumption
	Exhibit F

	 	Form of Letter of Credit Application
	Exhibit G

	 	[Reserved]
	Exhibit H

	 	Form of Competitive Bid Quote Request
	Exhibit I

	 	Form of Invitation for Competitive Bid Quotes
	Exhibit J

	 	Form of Competitive Bid Quote
	Exhibit K

	 	Form of Acceptance of Competitive Bid Quote
	Exhibit L

	 	Form of Joinder Agreement
	Exhibit M

	 	Form of Guaranty Agreement
	Exhibit N

	 	Form of Designated Bank Note
	Exhibit O

	 	Form of Designation Agreement
	Exhibit P

	 	Form of Administrative Questionnaire
	 
	 	 
	Schedule 1

	 	Lenders; Domestic and Eurocurrency Lending Offices
	Schedule 1.1(a)

	 	Unencumbered Properties
	Schedule 1.1(b)

	 	Eligible Ground Leases
	Schedule 1.2

	 	Commitments and Commitment Percentages
	Schedule 1.3

	 	Related Companies, Guarantors and Unconsolidated Entities
	Schedule 1.4

	 	Existing Letter of Credit
	Schedule 6.3

	 	Title to Properties
	Schedule 6.7

	 	Litigation
	Schedule 6.15

	 	Insider Transactions
	Schedule 6.16

	 	Employee Benefit Plans
	Schedule 6.18

	 	Environmental Matters
	Schedule 6.19

	 	Company Assets
	Schedule 6.21

	 	Building Structural Defects, etc.
	Schedule 6.22

	 	Insurance
	Schedule 8.2(d)

	 	Investments





 


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SECOND AMENDED AND RESTATED CREDIT AGREEMENT




This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of the 31st day of August, 2010,
by and among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the
“Borrower”), LIBERTY PROPERTY TRUST, a Maryland trust (the “Company”), BANK OF AMERICA, N.A., a
national banking association (“Bank of America”), the other
lending institutions which are listed from time to time on Schedule 1 (collectively, with Bank
of America, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as
syndication agent, and BANK OF AMERICA, N.A., as administrative agent for itself and such other
lending institutions (the “Agent”).



WHEREAS, the Borrower, Bank of America, as administrative agent, and certain other lenders are
party to that certain Amended and Restated Credit Agreement, dated as of December 22, 2005 (the
“Existing Credit Agreement”), pursuant to which such lenders extended credit to the Borrower on the
terms set forth therein; and



WHEREAS, the Borrower, Bank of America, as administrative agent, and the Lenders party hereto
have agreed to enter into this Agreement to amend and restate in its entirety the Existing Credit
Agreement as set forth herein.



NOW, THEREFORE, to accomplish these purposes, the Agent, the Borrower, the Company and the
Lenders hereby agree as follows:




§1. DEFINITIONS OF RULES OF INTERPRETATION.



§1.1. Definitions. The following terms shall have the meanings set forth in this §l or
elsewhere in the provisions of this Agreement referred to below:




Act. See §30.



Additional
Commitment. The portion (if any) of any Lender’s Commitment which will become
effective on the Commitment Increase Date if the Total Commitment is increased pursuant to §2.2.




Additional Commitment Lenders. Those Lenders which provide an Additional Commitment.



Adjusted EBITDA. EBITDA minus the Reserve Amount for all of the applicable Real Estate Assets
and adjusted to remove the effect of recognizing rental income on a straight-line basis over the
applicable lease terms.



Adjusted Net Operating Income. Net Operating Income minus the Reserve Amount for all of the
applicable Real Estate Assets and adjusted to remove the effect of recognizing rental income on a
straight-line basis over the applicable lease terms.


 


 









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Administrative Questionnaire. An Administrative Questionnaire in substantially the form of
Exhibit P or any other form approved by the Agent.



Affiliated Lenders. Any commercial bank or financial institution which is (i) the parent
corporation of any of the Lenders, (ii) Controlled by any of the Lenders or (iii) a subsidiary of
the parent corporation of any of the Lenders that is under common Control with the applicable
Lender.



Affiliate. With respect to any Person, another Person that directly or indirectly through one
or more intermediaries, Controls or is Controlled by or is under common Control with the Person
specified; provided that in no event shall any Lender or the Agent be deemed to be an Affiliate of
the Borrower.



Agent. Bank of America, N.A. acting in its capacity as administrative agent for the Lenders
or any successor agent.



Agent’s Head Office. The Agent’s head office located at 901 Main Street, Dallas, Texas
75202-3714, or at such other location as the Agent may designate from time to time.



Agreement. This Credit Agreement, including the Schedules and Exhibits hereto as it may be
amended, modified or supplemented from time to time.



Applicable Facility Fee Rate. As of any date of determination, an annual rate determined
based on the ratings assigned to the Borrower’s senior long-term unsecured debt by the Ratings
Agencies pursuant to the following table:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Facility Fee	 
	S&P Rating	 	Moody’s Rating	 	Fitch Rating	 	Rate	 
	Below BBB- or unrated
	 	Below Baa3 or unrated	 	Below BBB- or unrated	 	 	0.70	%
	BBB-
	 	Baa3	 	BBB-	 	 	0.575	%
	BBB
	 	Baa2	 	BBB	 	 	0.45	%
	BBB+
	 	Baa1	 	BBB+	 	 	0.40	%
	A- or higher
	 	A3 or higher	 	A- or higher	 	 	0.35	%







If the Borrower maintains three ratings and those three ratings are not equivalent, the Applicable
Facility Fee Rate will be based on the lower of the two highest ratings. If the Borrower maintains
two ratings and those two ratings are not equivalent, the Applicable Facility Fee Rate shall be
based on the lower of the two ratings. If the Borrower fails to maintain at least two ratings, the
Applicable Facility Fee Rate shall be based on an S&P Rating of below BBB-. Any change in the
Applicable Facility Fee Rate caused by a change in the Moody’s Rating, the S&P Rating or the Fitch
Rating shall become effective on the first day following the effective date of such change.


 


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Applicable Margin. As of any date of determination, the annual rate determined based on the
ratings assigned to the Borrower’s senior long-term unsecured debt by the Ratings Agencies pursuant
to the following table for Eurocurrency Rate Loans and Base Rate Loans, respectively:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Moody’s	 	 	 	Eurocurrency	 	 	Base Rate	 
	S&P Rating	 	Rating	 	Fitch Rating	 	Rate Margin	 	 	Margin	 
	Below BBB- or unrated
	 	Below Baa3 or unrated	 	Below BBB- or unrated	 	 	3.05	%	 	 	2.05	%
	BBB-
	 	Baa3	 	BBB-	 	 	2.675	%	 	 	1.675	%
	BBB
	 	Baa2	 	BBB	 	 	2.30	%	 	 	1.30	%
	BBB+
	 	Baa1	 	BBB+	 	 	2.10	%	 	 	1.10	%
	A- or higher
	 	A3 or higher	 	A- or higher	 	 	1.90	%	 	 	0.90	%






If the Borrower maintains three ratings and those three ratings are not equivalent, the Applicable
Margin will be based on the lower of the two highest ratings. If the Borrower maintains two ratings
and those two ratings are not equivalent, the Applicable Margin will be based on the lower of the
two ratings. If the Borrower fails to maintain at least two ratings, the Applicable Margin shall be
based on an S&P Rating of below BBB-. Any change in the Applicable Margin caused by a change in the
Moody’s Rating, the S&P Rating or the Fitch Rating shall become effective on the first day
following the effective date of such change.



Approved Fund. Any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of
a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.



Arranger. Collectively, Banc of America Securities LLC and J.P. Morgan Securities Inc., in
their capacities as joint bookrunners and joint lead arrangers, or any successors thereto.



Assignee Group. Two or more Eligible Assignees that are Affiliates of one another or two or
more Approved Funds managed by the same investment advisor.



Assignment and Assumption. As assignment and assumption entered into by a Lender and an
assignee (with the consent of any party whose consent is required by §18(b), and accepted by the
Agent, in substantially the form of Exhibit E or any other form approved by the Agent.




Balance Sheet Date. June 30, 2010.




Bank of America. As defined in the preamble hereto.



Base Rate. For any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%.
The “prime rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change in such prime rate
announced by Bank of America shall take effect at the opening of business on the day specified in
the public announcement of such change.


 


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Base Rate Loans. Those Loans bearing interest calculated by reference to the Base Rate. All
Base Rate Loans shall be denominated in Dollars.




BBA LIBOR. See definition of Eurocurrency Rate.




Borrower. As defined in the preamble hereto.




Borrower Materials. See §7.5.



Borrowing Date. The date on which any Loan is made or is to be made (including, without
limitation, the date on which any Mandatory Base Rate Loan is made), and the date on which any Loan
is converted or continued in accordance with §2.6.



Buildings. The buildings, structures and other improvements now or hereafter located on the
Unencumbered Properties.



Business Day. Any day other than a Saturday, Sunday or other day on which commercial banks
are authorized to close under the laws of, or are in fact closed in, the state where the Agent’s
Head Office is located, and, if such day relates to any Eurocurrency Rate Loan, means any such day
that is also a London Banking Day.



Capitalized Leases. Leases under which the Borrower is the lessee or obligor, the discounted
future rental payment obligations under which are required to be capitalized on the balance sheet
of the Borrower in accordance with Generally Accepted Accounting Principles.



Cash Collateralize. To pledge and deposit with or deliver to the Agent, for the benefit of the
Agent, L/C Issuer or Swingline Lender (as applicable) and the Lenders, as collateral for Letter of
Credit Obligations, Obligations in respect of Swingline Loans, or obligations of Lenders to fund
participations in respect of either thereof (as the context may require), cash or deposit account
balances or, if the L/C Issuer or Swingline Lender benefitting from such collateral shall agree in
its sole discretion, other credit support, in each case pursuant to documentation in form and
substance reasonably satisfactory to (a) the Agent and (b) the L/C Issuer or the Swingline Lender
(as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall
include the proceeds of such cash collateral and other credit support.


 


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CERCLA. See §6.18.



Change of Control. (a) Any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
plan of such person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a
person or group shall be deemed to have “beneficial ownership” of all securities that such person
or group has the right to acquire (such right, an “option right”), whether such right is
exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more
of the Voting Interests of the Borrower on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right); or



(b) during any period of twelve (12) consecutive months, a majority of the members of the
board of directors or other equivalent governing body of the Borrower cease to be composed of
individuals (i) who were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent governing body was
approved by individuals referred to in clause (i) above constituting at the time of such election
or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body (excluding, in the case of both
clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office
as, a member of that board or equivalent governing body occurs as a result of solicitation of
proxies or consents for the election or removal of one or more directors by any person or group
other than a solicitation for the election of one or more directors by or on behalf of the board of
directors).




Code. The Internal Revenue Code of 1986, as amended and in effect from time to time.



Commitment. With respect to each Lender, the amount set forth from time to time on Schedule
1.2 hereto as the amount of such Lender’s commitment to make Revolving Loans hereunder to the
Borrower and to participate in Swingline Loans and Letters of Credit hereunder, as adjusted from
time to time as a result of any Commitment Increase pursuant to §2.2(a), any reduction in
Commitments pursuant to §2.2(c), or any assignment pursuant to §18, and Commitments shall be the
aggregate principal amount of the Commitments of all of the Lenders, the maximum amount of which
shall be $500,000,000, as increased from time to time pursuant to §2.2(a) or as decreased from time
to time pursuant to §2.2(c). The Commitment of the Lender which is also the Swingline Lender shall
not be reduced by the amount of its Swingline Commitment.



Commitment Increase. An increase in the Commitments such that the Total Commitment is not more
than $750,000,000 pursuant to §2.2(a).


 


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Commitment Increase Date. See §2.2(a).



Commitment Percentage. With respect to any Lender, at any time, the percentage (carried out to the
ninth decimal place) of the Total Commitments represented by such Lender’s Commitment at such time,
subject to adjustment as provided in §2.2(a) and §2.12. If the commitment of each Lender to make
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to §12.2 or if the Total Commitments have expired, then the Commitment Percentage of each
Lender shall be determined based on the Commitment Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Commitment Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 1.2 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable.




Company. See preamble.




Competitive Bid Loans. Loans made by one or more Lenders pursuant to §2.10.




Competitive Bid Loan Account. See §2.10(a).




Competitive Bid Quote Request. See §2.10(c).



Competitive Bid Quote. An offer to make a Competitive Bid Loan made by a Lender in response to
a Competitive Bid Quote Request.




Compliance Certificate. See §2.5(a).



Control. The possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.



Conversion Request. A notice given by the Borrower to the Agent of its election to convert or
continue a Loan in accordance with §2.6.



Credit Exposure. With respect to each Lender as of any date of determination, the sum, without
duplication, of the following: (i) the outstanding principal amount of all Loans advanced by such
Lender under §2.1, (ii) the outstanding principal amount of all Mandatory Base Rate Loans advanced
by such Lender pursuant to §2.8(c)(i) or §2.9(c)(i), (iii) the outstanding principal amount of all
participations purchased by such Lender pursuant to §2.8(c)(ii) or §2.9(c)(iii), (iv) the
outstanding principal amount of all Competitive Bid Loans advanced by such Lender pursuant to
§2.10(k), (v) such Lender’s Commitment Percentage of all outstanding Swingline Loans, except any
Swingline Loan in which a participation has been purchased therein by such Lender pursuant to
§2.8(c)(ii) and (vi) such Lender’s Commitment Percentage of the stated amount of each Letter of
Credit issued under §2.9 which has not expired or terminated prior to the date of determination.



Debtor Relief Laws. The Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.


 


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Default. See §12.1.



Defaulting Lender. Subject to §2.12(b), any Lender that, as determined by the Agent, (a) has
failed to perform any of its funding obligations hereunder, including in respect of its Loans or
participations in respect of Letters of Credit or Swingline Loans, within three Business Days of
the date required to be funded by it hereunder, (b) has notified the Borrower or the Agent that it
does not intend to comply with its funding obligations or has made a public statement to that
effect with respect to its funding obligations hereunder or generally under other agreements in
which it commits to extend credit, (c) has failed, within three Business Days after request by the
Agent, to confirm in a manner satisfactory to the Agent that it will comply with its funding
obligations hereunder, or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, or (iii) taken any action in
furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or
appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority.



Designated Bank. A special purpose corporation that (i) shall have become a party to this
Agreement pursuant to §18(h), and (ii) is not otherwise a Lender.



Designated Bank Notes. Promissory notes of the Borrower, substantially in the form of
Exhibit N hereto, evidencing the obligation of the Borrower to repay Competitive Bid Loans
made by Designated Banks, as the same may be amended, supplemented, modified or restated from time
to time, and “Designated Bank Note” means any one of such promissory notes issued under §18(h).




Designating Lender. See §18(h).



Designation Agreement. A designation agreement, substantially in the form of Exhibit O,
entered into by a Lender and a Designated Bank and accepted by the Agent.



Development Property. A Real Estate Asset that is in the process of being improved with one or
more industrial or office buildings or other similar commercial property, including “flex” and
warehouse buildings, of a type consistent with the Borrower’s business strategy and is classified
as “development in progress” on the Borrower’s consolidated balance sheet prepared in accordance
with Generally Accepted Accounting Principles. Any such Real Estate Asset shall continue to be
treated as a
Development Property until the earlier of (a) such Real Estate Asset achieving an occupancy
rate of 90% (based on net leasable area) or (b) the end of the twelfth (12th) month
after completion of construction (as evidenced by a certificate of occupancy).


 


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Distribution. The declaration or payment of any dividend or distribution of cash or cash
equivalents to the holders of common shares of beneficial interest in the Company or the holders of
common units of limited partnership interest in the Borrower. However, notwithstanding the
foregoing or anything to the contrary contained herein, any payment(s) of cash or cash equivalents
which constitutes an Equity Repurchase Payment shall not be deemed to be a Distribution.




Dollars or $. Dollars in lawful currency of the United States of America.



Domestic Lending Office. Initially, the office of each Lender designated as such in Schedule 1
hereto; thereafter, such other office of such Lender, if any, located within the United States that
will be making or maintaining Base Rate Loans.




Drawing Date. The date on which a draft under a Letter of Credit is paid by the Agent.



EBITDA. For any period, the net income or loss of the Borrower and the Related Companies,
excluding gains or losses from sales of property, write-ups/write-downs, forgiveness of
indebtedness, other extraordinary items and minority interests, plus (to the extent deducted in
determining net income or loss) interest expense, the amount recorded as income taxes on the books
and records of the Borrower or the Related Companies, depreciation and amortization, all as defined
and computed in accordance with Generally Accepted Accounting Principles.



Effective Date. The date upon which this Agreement shall become effective pursuant to §10.
Unless the Agent notifies the Borrower and the Lenders that some other date is the Effective Date,
the Effective Date shall be the date set forth on the first page of this Agreement.



Eligible Assignee. Any of (a) a commercial bank organized under the laws of the United States,
or any State thereof or the District of Columbia, and having total assets in excess of
$1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the
United States, or any State thereof or the District of Columbia, and having a net worth of at least
$100,000,000, calculated in accordance with Generally Accepted Accounting Principles; (c) a
commercial bank organized under the laws of any other country which is a member of the Organization
for Economic Cooperation and Development (the “OECD”), and having total assets in excess of
$1,000,000,000, provided that such bank is acting through a branch or agency located in the country
in which it is organized or another country which is also a member of the OECD; (d) the central
bank of any country which is a member of the OECD; (e) any other assignee having a net worth of at
least $100,000,000 that, in the reasonable judgment of the Agent,
is a reputable institutional investor with substantial experience in lending and originating
loans similar to the Facility, or in purchasing, investing in or otherwise holding such loans; (f)
any Lender Affiliate or an Approved Fund of a Lender; and (g) any Lender. For purposes hereof,
“Lender Affiliate” shall mean, (A) with respect to any Person that would otherwise be an Eligible
Assignee under clauses (a) — (e) above (a “Qualified Assignee”), (i) an affiliate of such Qualified
Assignee or (ii) any Person that is engaged in making, purchasing, holding or otherwise investing
in bank loans or similar extensions of credit in the ordinary course of its business and is
administered (including as placement agent therefore) or managed by a Qualified Assignee or an
affiliate of a Qualified Assignee and (B) with respect to a Lender that is a fund which invests in
bank loans or similar extensions of credit, any Approved Fund of such Lender.


 


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Notwithstanding anything to the contrary, the term Eligible Assignee shall exclude any Person
controlling, controlled by or under common control with, the Borrower or the Company.



Eligible Ground Lease. A ground lease that (a) has a minimum remaining term of twenty-five
(25) years, including tenant controlled renewal options or acceptable purchase options containing
nominal or market based purchase prices, as of any date of determination, and (b) has customary
notice rights, default cure rights, bankruptcy new lease rights and other customary provisions for
the benefit of a leasehold mortgagee or has equivalent protection for a leasehold permanent
mortgagee by a subordination to such leasehold permanent mortgagee of the landlord’s fee interest,
and (c) is otherwise eligible for non-recourse leasehold mortgage financing under customary prudent
lending requirements. The Eligible Ground Leases as of the date of this Agreement are listed on
Schedule 1.1(b).



Employee Benefit Plan. Any employee benefit plan within the meaning of §3 (3) of ERISA
maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer
Plan.




Environmental Laws. See §6.18(a).



Environmental Liability. Any liability, contingent or otherwise (including any liability for
damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, the
Company or any of their respective Subsidiaries directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.



Equity Repurchase Payments. All payments of cash or cash equivalents by Borrower or the
Company as consideration for the repurchase, redemption or retirement of any common shares of
beneficial interest in the Company, or any common units of
limited partnership interest in Borrower.



ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time
to time.



ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under §414
of the Code.


 


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ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within
the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the
requirement of notice has not been waived.



Eurocurrency Lending Office. Initially, the office of each Lender designated as such in
Schedule 1 hereto; thereafter, such other office of such Lender, if any, that shall be making or
maintaining Eurocurrency Rate Loans.




Eurocurrency Prepayment Fee. See §3.3.




Eurocurrency Rate.




(a) for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per
annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published
by Reuters (or such other commercially available source providing quotations of BBA
LIBOR as may be designated by the Agent from time to time) at approximately 11:00 a.m.,
London time, two London Banking Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period or, (ii) if such rate is not available at such time for
any reason, the rate per annum determined by the Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Eurocurrency Rate Loan being made, continued or converted and
with a term equivalent to such Interest Period would be offered by Bank of America’s London
Branch to major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of
such Interest Period; and




(b) for any interest calculation with respect to a Base Rate Loan on any date, the
rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined
two London Banking Days prior to such date for Dollar deposits being delivered in the
London interbank market for a term of one month commencing that day or (ii) if such
published rate is not available at such time for any reason, the rate per annum determined
by the Agent to be the rate at which deposits in Dollars for delivery on the date of
determination in same day funds in the approximate amount of the Base Rate Loan being made
or
maintained and with a term equal to one month would be offered by Bank of America’s
London Branch to major banks in the London interbank Eurodollar market at their request at
the date and time of determination.



Eurocurrency Rate Loan. Loans denominated in Dollars bearing interest calculated by reference
to the Eurocurrency Rate.


 


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Event of Default. See §12.1.



Excluded Taxes. With respect to the Agent, any Lender, the L/C Issuer or any other recipient of
any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes
imposed on or measured by its overall net income (however denominated), and franchise taxes imposed
on it (in lieu of net income taxes) as a result of a connection between the Agent, such Lender or
the L/C Issuer and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any such connection
arising solely from the Agent, such Lender or the L/C Issuer having executed, delivered, enforced,
become a party to, performed its obligations under, received payments under, and/or engaged in any
other transaction pursuant to, any Loan Document), (b) any branch profits taxes imposed by the
United States or any similar tax imposed as a result of a connection between the Agent, such Lender
or the L/C Issuer and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any such connection
arising solely from the Agent, such Lender or the L/C Issuer having executed, delivered, enforced,
become a party to, performed its obligations under, received payments under, and/or engaged in any
other transaction pursuant to, any Loan Document), (c) any backup withholding tax that is required
by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause
(A) of §4.4(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under §31), any United States withholding tax that (i) is required to be
imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable
to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply
with clause (B) of §4.4(e)(ii), except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax pursuant to §4.4(a)(ii)
or (c).




Existing Credit Agreement. As defined in the recitals hereto.




Existing Letters of Credit. See §2.9(a).



Facility. The unsecured revolving line of credit facility provided to the Borrower pursuant to
this Agreement initially in a maximum amount of $500,000,000.



Federal Funds Rate. For any day, the rate per annum 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 so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined
by the Agent.



Fee Letter. The letter agreement, dated April 28, 2010, among the Borrower, the Company, the
Agent, JPMCB and the Arranger.


 


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Fitch Rating. The rating for Borrower’s senior long-term unsecured debt assigned by Fitch
Ratings or its successors.



Fixed Charges. With respect to any fiscal period of the Borrower, an amount equal to the sum
of (i) Interest Expense, (ii) regularly scheduled installments of principal payable with respect to
Total Debt, (iii) current maturities on Recourse Indebtedness not refinanced with Loans hereunder
or other replacement Indebtedness or otherwise repaid plus (iv) all dividend payments due to the
holders of any preferred shares of beneficial interest of the Company and all distributions due to
the holders of any limited partnership interests in the Borrower other than limited partner
distributions based on the per share dividend paid on the common shares of beneficial interest of
the Company.



Foreign Lender. Any Lender that is organized under the Laws of a jurisdiction other than that
in which the Borrower is resident for tax purposes (including such a Lender when acting in the
capacity of the L/C Issuer). For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single jurisdiction.



Fronting Exposure. At any time there is a Defaulting Lender, (a) with respect to the L/C
Issuer, such Defaulting Lender’s Commitment Percentage of the outstanding Letter of Credit
Obligations other than Letter of Credit Obligations as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s
Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof.



Fund. Any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its activities.



Funds From Operations. With respect to any fiscal period of the Borrower, means “funds from
operations” as defined in accordance with resolutions adopted by the board of Governors of the
National Association of Real Estate Investment Trusts as in effect from time to time, but excluding
therefrom non-recurring, non-cash charges.



Generally Accepted Accounting Principles. Principles that are (a) consistent with the
principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors,
as in effect from time to time and (b) consistently applied with past financial statements of the
Borrower adopting the same principles; provided that a certified public accountant would, insofar
as the use of such accounting principles is pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in Generally Accepted Accounting Principles)
as to financial statements in which such principles have been properly applied.


 


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Governmental Authority. The government of the United States or any other nation, or of any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank).



Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of
ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are
guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than
a Multiemployer Plan.



Guarantors. The Company and the partnerships and corporations designated as Guarantors on
Schedule 1.3 hereto and any other Related Company which becomes a Guarantor pursuant to §5.6.



Guaranty. The Guaranty of even date herewith in the form of Exhibit M hereto from the Company
and the other Guarantors to the Agent and the Lenders pursuant to which the Company and the other
Guarantors have guaranteed the Obligations hereunder.




Hazardous Materials. See §6.18(b).



Indebtedness. All obligations, contingent and otherwise (without double-counting), of the
following types: (a) the Obligations, (b) all debt and similar monetary obligations for borrowed
money, whether direct or indirect; (c) all liabilities secured by any mortgage, pledge, negative
pledge, security interest, lien, negative lien, charge, or other encumbrance existing on property
owned or acquired subject thereto, whether or not the liability secured thereby shall have been
assumed; (d) all guarantees, endorsements and other contingent obligations whether direct or
indirect in respect of indebtedness or obligations of others (including, without limitation, the
indebtedness or obligations of Unconsolidated Entities), including any obligation to supply funds
to or in
any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to
assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or
services for the purpose of enabling the debtor to make payment of the indebtedness held by such
owner or otherwise, and the obligations to reimburse the issuer in respect of any letters of credit
and bankers’ acceptances; (e) all obligations under Capitalized Leases; (f) all obligations under
so-called forward equity purchase contracts to the extent such obligations are not payable solely
in equity interests; (g) all uncollateralized obligations in respect of Interest Rate Contracts,
financial derivatives contracts, and foreign exchange contracts; (h) all obligations in respect of
any so-called synthetic leases (i.e. a lease of property which is treated as an operating lease
under GAAP and as a loan for U.S. income tax purposes and (i) such obligor’s pro-rata share of
liabilities, contingent or otherwise of the type set forth in (a) through (h) above, under any
joint venture, limited liability company or partnership agreement.




Indemnified Taxes. Taxes other than Excluded Taxes.


 


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Interest Expense. With respect to any fiscal period of the Borrower, an amount equal to the
sum of the following with respect to Total Debt: (i) total interest expense, accrued in accordance
with Generally Accepted Accounting Principles plus (ii) all capitalized interest determined in
accordance with Generally Accepted Accounting Principles, plus (iii) the amortization of deferred
financing costs.



Interest Payment Date. As to any Loan (including any Swingline Loan or any Competitive Bid
Loan), the first Business Day of each calendar month and the Maturity Date.



Interest Period. With respect to each Loan, (a) initially, the period commencing on the
Borrowing Date of such Loan and ending on the last day of one of the periods set forth below, as
selected by the Borrower in a Loan Request (except that no Loan Request is required for Mandatory
Base Rate Loans and except that Borrower shall have no options with respect to selecting Interest
Periods for Swingline Loans) (i) for any Base Rate Loan, the day on which such Base Rate Loan is
paid in full or converted to an Eurocurrency Rate Loan; and (ii) for any Eurocurrency Rate Loan, 1,
2 or 3 months; and (b) thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Loan and ending on the last day of one of the periods set forth
above, as selected by the Borrower in a Conversion Request; provided that all of the foregoing
provisions relating to Interest Periods are subject to the following:




(A) if any Interest Period would otherwise end on a day that is not a Business Day,
that Interest Period shall be extended to the next succeeding Business Day unless, in the
case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in
which case such Interest Period shall end on the next preceding Business Day;




(B) if the Borrower shall fail to give notice as provided in §2.6, the
Borrower shall be deemed to have requested a conversion of the affected Eurocurrency
Rate Loan to a Base Rate Loan on the last day of the then current Interest Period with
respect thereto;




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




(D) the Borrower may not select any Interest Period relating to any Eurocurrency Rate
Loan that would extend beyond the Maturity Date.



Interest Rate Contracts. Interest rate swap, cap or similar agreements providing for interest
rate protection.



Internal Revenue Code. The Internal Revenue Code of 1986, as amended to the date hereof and
from time to time hereafter, any successor statute and any regulations or guidelines promulgated
thereunder.


 


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Investments. As to any Person, any direct or indirect acquisition or investment by such Person
relating to (i) the purchase or other acquisition of capital stock or other securities of another
Person, (ii) a loan, advance or capital contribution to, guarantee or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other Person and any
arrangement pursuant to which the investor guarantees Indebtedness of such other Person, or (iii)
the purchase or other acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit. In determining the aggregate amount of Investments
outstanding at any particular time: (a) the amount of any Investment represented by a guaranty or
secured by a letter of credit shall be taken at not less than the principal amount of the
obligations guaranteed or secured by such letter of credit and still outstanding; (b) there shall
be included as an Investment all interest accrued with respect to Indebtedness constituting an
Investment unless and until such interest is paid; (c) there shall be deducted in respect of each
such Investment any amount received as a return of capital; (d) there shall not be deducted in
respect of any Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as provided in the
foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the
aggregate amount of Investments any decrease in the value thereof.



Issuer Documents. With respect to any Letter of Credit, the Letter of Credit Application, and
any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or
any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.




JPMCB. As defined in the preamble hereto.



Leases. Leases, licenses and agreements whether written or oral, relating to the use or
occupation of space in the Buildings on the Unencumbered Properties by Persons other than the owner
thereof or any of its Affiliates.



L/C Advance. With respect to each Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Commitment Percentage.



L/C Borrowing. An extension of credit resulting from a drawing under any Letter of Credit
which has not been reimbursed on the date when made or refinanced as a Revolving Loan.



L/C Credit Extension. With respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.



L/C Issuer. Bank of America, in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder.



Lenders. Bank of America, JPMCB and the other lending institutions listed from time to time on
Schedule 1 hereto and any other Person who becomes an assignee of any rights of a Lender pursuant
to §18 or a Person who acquires all or substantially all of the stock or assets of a Lender. The
L/C Issuer and the Swingline Lender shall each be deemed a Lender, as applicable.


 


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Lending Office. As to any Lender, the office or offices of such Lender described as such in
such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from
time to time notify the Borrower and the Agent.



Letter of Credit. A letter of credit issued or deemed issued by the L/C Issuer for the account
of the Borrower pursuant to §2.9.



Letter of Credit Application. An application and agreement for the issuance or amendment of a
Letter of Credit in the form Exhibit F hereto or such other form from time to time in use
by the L/C Issuer.



Letter of Credit Expiration Date. The day that is fifteen (15) days prior to the Maturity Date
then in effect (or, if such day is not a Business Day, the next preceding Business Day); provided
that Letters of Credit may have a later expiration date so long as (A) such expiration date is not
later than 364 days after the Maturity Date and (B) the Borrower provides Cash Collateral for each
such Letter of Credit at least fifteen (15) days prior to the Maturity Date.




Letter of Credit Fee. See §2.9(h).



Letter of Credit Obligations. As at any date of determination, the aggregate amount available
to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed
Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with §1.4. For all purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.



Letter of Credit Sublimit. An amount equal to $35,000,000. The Letter of Credit Sublimit is
part of, and not in addition to, the Total Commitments.



Lien. Any lien, encumbrance, mortgage, deed of trust, pledge, restriction or other security
interest. If title to any Real Estate Asset is held by a Subsidiary of Borrower or an
Unconsolidated Entity then any pledge or assignment of Borrower’s stock, partnership interest,
limited liability company interest or other ownership interest in such Subsidiary or Unconsolidated
Entity shall be deemed to be a Lien on the Real Estate Assets owned by such Subsidiary or
Unconsolidated Entity.



Loan Documents. This Agreement, the Notes, the Guaranty and any and all other agreements,
documents and instruments now or hereafter evidencing, securing or otherwise relating to the Loans.


 


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Loan Request. See §2.5.



Loan Obligations. At any time, the outstanding principal amount of the Revolving Loans at such
time, plus the outstanding principal amount (if any) of the Competitive Bid Loans.



Loans. All Loans made or to be made by one or more of the Lenders to the Borrower hereunder,
including Loans pursuant to §2.1 and §2.5, Swingline Loans made by Swingline Lender pursuant to
§2.8 and Mandatory Base Rate Loans made pursuant to §2.8 or §2.9, and Competitive Bid Loans made
pursuant to §2.10.



London Banking Day. Any day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market.



Mandatory Base Rate Loans. Loans made by the Lenders (without a Loan Request) under the
circumstances described in §2.8(c)(i) or §2.9(c)(i).



Material Adverse Effect. A material adverse effect on (i) the business, Unencumbered
Properties, results of operations or financial condition of the Borrower and the Related Companies
taken as a whole or (ii) the ability of the Borrower, any Guarantor or the Company to perform its
obligations under the Loan Documents, or (iii)
the validity or enforceability of any of the Loan Documents or the remedies or material rights
of the Agent, the L/C Issuer or the Lenders thereunder.



Maturity Date. November 1, 2013, or such earlier date on which all Loans made hereunder shall
become due and payable pursuant to the terms hereof.



Maximum Credit Amount. The least of the following: (i) the maximum amount of Outstanding
Obligations without causing a violation of §9.1; (ii) the maximum amount of Outstanding Obligations
without causing a violation of §9.2; and (iii) the Total Commitment.




Maximum Rate. See §29.



Moody’s Rating. The rating for Borrower’s senior long-term unsecured debt assigned by Moody’s
Investors Services, Inc. or its successors.



Mortgages and Notes Receivable. Notes and notes receivable that are secured by mortgages or
other interests in real property and related assets.



Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or
contributed to by the Borrower or any ERISA Affiliate.



Net Offering Proceeds. All cash proceeds received after the Effective Date by the Borrower or
the Company as a result of the sale of common, preferred or other classes of stock of the Company
or the issuance of limited partnership interests in the Borrower less customary costs and discounts
of issuance paid by Company or Borrower in connection therewith.


 


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Net Operating Income. With respect to any fiscal period of the Borrower and with respect to
any one or more of the Real Estate Assets, the total rental and other operating income from the
operation of such Real Estate Assets after deducting all expenses and other proper charges incurred
by the Borrower in connection with the operation of such Real Estate Assets during such fiscal
period, including, without limitation, property operating expenses, real estate taxes and bad debt
expenses, but before payment or provision for Fixed Charges, income taxes, and depreciation,
amortization, and other non-cash expenses, all as determined in accordance with Generally Accepted
Accounting Principles. With respect to Real Estate Assets located outside of the United States, Net
Operating Income shall be converted from the currency in which the applicable income and expenses
are paid to Dollars using the currency exchange rates in effect as of the end of the applicable
fiscal period.




Notes. See §2.3.



Obligations. All indebtedness, obligations and liabilities of the Borrower, any Guarantor or
the Company to any of the Lenders and the Agent, individually or
collectively, under this Agreement or any of the other Loan Documents or in respect of any of
the Loans, the Letters of Credit or the Notes or other instruments at any time evidencing any
thereof, whether existing on the date of this Agreement or arising or incurred hereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, and
including interest and fees that accrue after the commencement by or against the Borrower or any
Guarantor of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.



Other Taxes. All present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or under any other Loan
Document or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.



Outstanding Obligations. As of any date of determination, the sum of the outstanding principal
amount of the Loan Obligations and the Letter of Credit Obligations.




Participant. See §18(d).



PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor
entity or entities having similar responsibilities.



Permitted Acquisition. The acquisition by Borrower or any Related Company of Real Estate
Assets which, in the aggregate, are primarily leased or intended to be leased primarily for
industrial or office purposes (including “flex” and warehouse uses) or other similar commercial
purposes of a type consistent with the Borrower’s business strategy, whether such acquisition is
accomplished by a direct purchase of such Real Estate Assets or by a merger or acquisition of stock
or other ownership interests or debt securities such that the owner of such Real Estate becomes a
Related Company.


 


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Permitted Developments. The construction of any new buildings or the construction of additions
expanding existing buildings or the rehabilitation of the existing buildings (other than normal
refurbishing and tenant fit up work in previously completed buildings) relating to any Real Estate
Assets of the Borrower or any of the Related Companies. Each Permitted Development shall be
counted for purposes of §8.2 in the amount of the total projected cost of such project from the
time of commencement of the applicable construction work until the earlier of (i) the date that 90%
of such project is leased (but not prior to the date that a final certificate of occupancy has been
issued with respect to such project) or (ii) the first anniversary of the issuance of such
certificate of occupancy.




Permitted Liens. The following Liens, security interests and other encumbrances:




(i) Liens to secure taxes, assessments and other governmental charges;




(ii) deposits or pledges made in connection with, or to secure payment of,
workmen’s compensation, unemployment insurance, old age pensions or other social
security obligations, and deposits with utility companies and other similar
deposits made in the ordinary course of business;




(iii) Liens in respect of judgments or awards;




(iv) Liens of carriers, warehousemen, mechanics and materialmen, and
other Liens securing claims for labor, materials and/or supplies;




(v) encumbrances consisting of easements, rights of way, Leases, covenants,
restrictions on the use of real property and defects and irregularities in the title
thereto; landlord’s or lessor’s Liens and similar or minor Liens or encumbrances none of
which in the opinion of the Borrower interferes materially and adversely with the ordinary
conduct of the business of the Borrower, and which matters neither (x) individually or in
the aggregate have a Material Adverse Effect nor (xx) individually or in the aggregate
have a materially adverse effect on the value of an Unencumbered Property;




(vi) mortgages held by Borrower or a Guarantor securing Indebtedness described in
§8.1(c);




(vii) Liens on capital assets (not Real Estate) securing Indebtedness for the
purchase price of such capital assets otherwise permitted by this Agreement; and;




(viii) Liens affecting an Unencumbered Property consisting of mortgages, deeds of
trust or other security interests granted by a Guarantor (or, in the event that a
Guarantor or the Borrower controls the owner of the Unencumbered Property, the owner of
the Unencumbered Property) to the Borrower or another Guarantor to secure intercompany
Indebtedness owing from such Guarantor (or, in the event that a Guarantor or the Borrower
controls the owner of the Unencumbered Property, the owner of the Unencumbered Property)
to the Borrower or such other Guarantor; provided that at all times such Indebtedness and
Liens shall be held by the Borrower or a Guarantor and the Borrower’s or such Guarantor’s
rights or interests therein shall not be subject to any Liens except Permitted Liens.


 


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Person. Any individual, corporation, partnership, trust, unincorporated association, business,
or other legal entity, and any government or any governmental
agency or political subdivision thereof.



Philadelphia Navy Yard. The portfolio of Real Estate Assets located within the former
boundaries of the decommissioned Philadelphia Navy Base that is owned directly or indirectly from
time to time by Liberty/Synterra Limited Partnership, a joint venture between a wholly-owned
Subsidiary of the Borrower and certain entities affiliated with Synterra Partners.




Platform. See §7.5.



Preferred Distribution. The declaration or payment of any dividend or distribution of cash or
cash equivalents to the holders of preferred shares of beneficial interest in the Company or the
holders of preferred units of limited partnership interest of the Borrower.




Prepayment Date. See §3.3.



Properties. All Real Estate Assets, Real Estate, and all other assets, including, without
limitation, intangibles and personalty owned by the Borrower or any of the Related Companies.




Public Lender. Specified in §7.5.



Rating Agencies. Moody’s Investors Services, Inc., Standard & Poor’s, a division of The McGraw
Hill Companies, Inc. and Fitch Ratings, or their respective successors.



Real Estate. All real property at any time owned, leased (as lessee or sublessee) or operated
by the Borrower, any Guarantor, or any of the Related Companies.



Real Estate Assets. Those fixed and tangible properties consisting of land, buildings and/or
other improvements owned by the Borrower, by any Guarantor or by any of the Related Companies at
the relevant time of reference thereto, including without limitation, the Unencumbered Properties,
but excluding all leaseholds other than leaseholds under ground leases which either have an
unexpired term of at least 25 years or contain a purchase option for nominal consideration.



Record. The grid attached to any Note, or the continuation of such grid, or any other similar
record, including computer records, maintained by any Lender with respect to any Loan.


 


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Recourse Indebtedness. That portion of Total Debt which is Indebtedness other than
Indebtedness with respect to which recourse for payment is contractually limited (except for
customary exclusions) to specific assets encumbered by a lien securing such Indebtedness.




Register. See §18.3.



REIT. A domestic trust or corporation that qualifies as a real estate investment trust under
the provisions of §856, et seq. of the Internal Revenue Code or any successor provisions.



Related Business. A business which is either (i) customarily ancillary to the real estate
business such as real estate consulting, brokerage or management or (ii) provides telecommunication
or other goods and services to the tenants of the Properties.



Related Companies. The entities listed and described on Schedule 1.3 hereto, or
thereafter, any entity whose financial statements are consolidated or combined with the Company’s
pursuant to Generally Accepted Accounting principles, or any ERISA Affiliate.



Related Parties. With respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s
Affiliates.




Release. See §6.18(c)(iii).



Requisite Lenders. As of any date, the Lenders whose aggregate Commitments constitute at least
fifty-one percent (51%) of the Total Commitment, provided that on and after the date that
Commitments which constitute at least fifty-one percent (51%) of the Total Commitment have
terminated pursuant to §12.2, Requisite Lenders shall mean the Lenders whose aggregate Credit
Exposures constitute at least fifty-one percent (51%) of the aggregate Credit Exposures of all
Lenders, and provided that the Commitments (or the Credit Exposures) of any Defaulting Lenders
shall be disregarded when determining the Requisite Lenders.



Reserve Amount. With respect to any Real Estate Assets or group of Real Estate Assets, a
normalized annual reserve for capital expenditures, replacement reserves and leasing costs at the
rate of $0.25 per year per square foot of gross leasable area contained in all buildings on such
Real Estate Assets. When the Reserve Amount is used in computing an amount with respect to a fiscal
period which is shorter than a year, said amount shall be appropriately prorated.



Responsible Officer. With respect to the Company, any one of its Chairman, President, Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, Executive Vice
Presidents, Senior Vice Presidents or other executive officers.



Revolving Availability. At any time, the amount by which the Commitments at such time exceeds
the sum of the Loan Obligations and the Letter of Credit Obligations at such time, without double
counting.


 


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Revolving Loans. Loans made by the Lenders pursuant to §§2.1, 2.8, and 2.9.



S&P Rating. The rating for Borrower’s senior long-term unsecured debt assigned by Standard &
Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., or its successors.




Secured Indebtedness. That portion of Total Debt which is secured by a Lien on any Properties.




Solvent. When used with respect to any Person, means that at the time of determination:



(i) the fair saleable value of its assets is in excess of the total amount of its liabilities
(including, without limitation, contingent liabilities); and



(ii) the present fair saleable value of its assets is greater than its probable liability on
its existing debts as such debts become absolute and matured; and



(iii) it is then able and expects to be able to pay its debts (including, without limitation,
contingent debts and other commitments) as they mature; and



(iv) it has capital sufficient to carry on its business as conducted and as proposed to be
conducted.



Subsidiary. Any corporation, association, trust, or other business entity of which the
designated parent or other controlling Person shall at any time own directly or indirectly through
a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting
Interests.



Super-Majority Lenders. As of any date, the Lenders whose aggregate Commitments constitute at
least sixty-six and two-thirds percent (66-2/3%) of the Total Commitment, provided that on and
after the date that Commitments which constitute at least sixty-six and two-thirds percent
(66-2/3%) of the Total Commitment have terminated pursuant to §12.2, Super-Majority Lenders shall
mean the Lenders whose aggregate Credit Exposures constitute at least sixty-six and two-thirds
percent (66-2/3%) of the aggregate Credit Exposures of all Lenders, and provided that the
Commitments (or the Credit Exposures) of any Defaulting Lenders shall be disregarded when
determining the Super-Majority Lenders.



Swingline Commitment. The Commitment of the Swingline Lender to make Swingline Loans up to a
maximum principal amount of $60,000,000 at any time outstanding. The Swingline Commitment is a
portion of, and not in addition to, the Total Commitment.




Swingline Borrowing. A borrowing of a Swingline Loan pursuant to §2.8.




Swingline
Lender. Bank of America or any other Lender as a successor of Swingline Lender.


 


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Swingline Loan. Any Loan made by the Swingline Lender to the Borrower pursuant to the
Swingline Lender’s Swingline Commitment in accordance with §2.8.



Swingline Loan Request. A Loan Request in the form of Exhibit D hereto given by Borrower with
respect to a Swingline Loan.



Swingline Note. The Note from Borrower payable to the Swingline Lender In the principal amount
of $60,000,000 as evidence of the Swingline Loans.



Tangible Net Worth. Total Asset Value minus Total Liabilities determined in accordance with
Generally Accepted Accounting Principles.



Taxes. All present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.



Total Asset Value. The sum, without duplication, of (i) the assets classified as cash and cash
equivalents on the consolidated balance sheet of the Borrower, plus (ii) the amount determined by
taking (a) Adjusted EBITDA for all Real Estate Assets owned at least one complete fiscal quarter
(other than Development Properties); (b) then multiplying by four (4); and (c) then dividing such
product by 0.085; plus (iii) the value (at cost) of all Real Estate Assets acquired within the
immediately preceding fiscal quarter, plus (iv) the lower of (x) cost or (y) book value of all
Development Properties, plus (v) the book value of all notes receivable held by the Borrower and
its Subsidiaries, all as shown on the consolidated balance sheet of the Borrower prepared in
accordance with Generally Accepted Accounting Principles as of the end of the most recent fiscal
quarter for which financial statements have been provided pursuant to §7.4, plus (vi) the book
value of Undeveloped Land, as shown on such consolidated balance sheet. Adjusted EBITDA used to
compute Total Asset Value will be computed on a pro forma basis as though any Real Estate Assets
acquired or disposed of since the first day of the applicable fiscal quarter had been acquired or
disposed of prior to the first day of such fiscal quarter.



Total Commitment. The aggregate principal amount of the Commitments of all of the Lenders, as
in effect from time to time, the maximum amount of which shall be $500,000,000, as increased from
time to time pursuant to §2.2(a) or as decreased from time to time pursuant to §2.2(c).


 


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Total Debt. The sum of the following (without duplication): (i) all Indebtedness of the
Borrower and the Related Companies included in the liabilities portion of the Borrower’s balance
sheet prepared in accordance with Generally Accepted Accounting Principles as of the end of the
most recent fiscal quarter for which financial statements
have been provided pursuant to §7.4, including, without limitation, the Indebtedness presently
shown on the balance sheet line items designated as “mortgage loans”, “unsecured notes” and “credit
facility” adjusted to reflect any such Indebtedness incurred or repaid between the end of such
fiscal quarter and the date of determination, (ii) plus all Indebtedness of the Borrower and the
Related Companies of a type which is not included on the balance sheet described in clause (i) of
this definition, and (iii) to the extent not already included in this definition, the amount of
Indebtedness to be included in Total Debt pursuant to §9.8. Notwithstanding the use of GAAP, the
calculation of Total Debt shall not include any fair value adjustments to the carrying value of
liabilities to record such liabilities at fair value pursuant to electing the fair value option
election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value
option for financial liabilities. Therefore, the amount of liabilities that is included in the
calculation of Total Debt shall be the historical cost basis, which generally is the contractual
amount owed adjusted for amortization or accretion of any premium or discount.



Total GAAP Assets. The aggregate book value of all assets of the Borrower and the Related
Companies consolidated and determined in accordance with Generally Accepted Accounting Principles.



Total Liabilities. The sum of the following (without duplication): (i) all liabilities of the
Borrower and the Related Companies consolidated and determined in accordance with Generally
Accepted Accounting Principles, (ii) all Indebtedness of the Borrower and the Related Companies
whether or not so classified, including, without limitation, all outstanding Loans under this
Agreement, and (iii) the balance available for drawing under letters of credit issued for the
account of the Borrower or any of the Related Companies. Notwithstanding the use of GAAP, the
calculation of Total Liabilities shall not include any fair value adjustments to the carrying value
of liabilities to record such liabilities at fair value pursuant to electing the fair value option
election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value
option for financial liabilities. Therefore, the amount of liabilities that is included in the
calculation of Total Liabilities shall be the historical cost basis, which generally is the
contractual amount owed adjusted for amortization or accretion of any premium or discount.




Type. As to any Loan its nature as a Base Rate Loan or a Eurocurrency Rate Loan.



Unconsolidated Entity. As of any date, any Person in whom the Borrower, the Company or any
Related Company holds an Investment, and whose financial results would not be consolidated under
Generally Accepted Accounting Principles with the financial statements of the Borrower, if such
statements were prepared as of such date. Unconsolidated Entities existing on the date hereof are
set forth in Schedule 1.3.



Undeveloped Land. Any Real Estate consisting of raw land which is unimproved by buildings and
does not generate any income.


 


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Unencumbered Property. A Real Estate Asset which at the date of determination, (i)(a) is 100%
owned in fee or ground leased under an Eligible Ground Lease by Borrower or one of the Guarantors
which is 100% owned directly or indirectly by the Borrower and/or the Company or (b) consists of
the Borrower’s joint venture equity interests in the Philadelphia Navy Yard so long as the Borrower
owns at least 75% of the equity interests in such joint venture and the Borrower directly or
indirectly has the sole authority to make decisions regarding any sales or financings related to
such Real Estate Asset, (ii) is improved with one or more completed industrial or office buildings
(including “flex” and warehouse buildings) or other similar commercial property of a type
consistent with the Borrower’s business strategy; (iii) is not directly or indirectly subject to
any Lien (other than Permitted Liens) or to any negative pledge agreement or other agreement that
prohibits the creation of any Lien thereon; (iv) is a Real Estate Asset with respect to which each
of the representations contained in §6.18 and §6.21 hereof is true and accurate as of such date of
determination; (v) may be legally conveyed separately from any other Real Estate without the need
to obtain any subdivision approval, zoning variance or other consent or approval from an unrelated
Person; (vi) is located in the United States, Canada or Europe; and (vii) to the extent requested
by the Agent, the Borrower has delivered to the Agent historical operating and leasing information
relating to such Unencumbered Property, in form and substance reasonably satisfactory to the Agent.
Each Real Estate Asset which satisfies the conditions set forth in this definition or with respect
to which the Requisite Lenders have granted the necessary waivers pursuant to §5.2 shall be deemed
to be an Unencumbered Property only during such periods of time as Borrower has included the same
on the list of Unencumbered Properties attached to the most recent Compliance Certificate delivered
hereunder.



Unencumbered Property Value. With respect to any Unencumbered Property at any time (other than
an Unencumbered Property acquired within the immediately preceding fiscal quarter), an amount
computed as follows: (a) the Adjusted Net Operating Income of such Unencumbered Property for the
most recent fiscal quarter of the Borrower for which financial statements have been delivered to
the Agent pursuant to §7.4; (b) then multiplying by four (4); and (c) dividing such product by
0.085.




Unreimbursed Amount. Specified in §2.9(c)(i).



Unsecured Indebtedness. That portion of Total Debt which is not secured by a Lien (other than
Permitted Liens) on any Properties including, without limitation, the Outstanding Obligations and
any Indebtedness evidenced by any bonds, debentures, notes or other debt securities presently
outstanding or which may be hereafter issued by Borrower or by the Company. Unsecured Indebtedness
shall not include accrued ordinary operating expenses payable on a current basis.


 


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Value of All Unencumbered Properties. When determined as of the end of a fiscal
quarter, the sum, without duplication of the following items: (a) the aggregate Unencumbered
Property Value of all Unencumbered Properties; plus (b) one hundred percent (100%) of the
purchase price for any Unencumbered Property acquired within the immediately preceding fiscal
quarter. When determined as of a date which is during a fiscal quarter based on an updated list of
Unencumbered Properties attached to the applicable Compliance Certificate as provided in the last
sentence of §5.1 or in §7.13, the Value of All Unencumbered Properties most recently computed as
provided in the preceding sentence of this definition will be adjusted by subtracting the
contribution to Value of All Unencumbered Properties made by Unencumbered Properties which have
been deleted from such list and by adding the contribution to Value of All Unencumbered Properties
made by the Unencumbered Properties which have been added to such list. To the extent (i) the
aggregate contribution to Value of All Unencumbered Properties made by the Unencumbered Properties
located in Canada and Europe exceeds five percent (5%) of the Value of All Unencumbered Properties,
the amount in excess of said 5% level will be excluded when computing the Value of All Unencumbered
Properties, (ii) the contribution to Value of All Unencumbered Properties made by any single
Unencumbered Property exceeds ten percent (10%) of the Value of All Unencumbered Properties, the
amount in excess of said level will be excluded when computing the Value of All Unencumbered
Properties and (iii) the aggregate contribution to Value of all Unencumbered Properties made by
Unencumbered Properties that are subject to an Eligible Ground Lease exceeds ten percent (10%) of
the Value of All Unencumbered Properties, the amount in excess of said 10% level will be excluded
when computing the Value of All Unencumbered Properties.



Voting Interests. Stock or similar ownership interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, (a) to vote for the
election of a majority of the directors (or persons performing similar functions) of the
corporation, association, partnership, trust or other business entity involved, or (b) to control,
manage or conduct the business of the corporation, partnership, association, trust or other
business entity involved.


 


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§1.2. Rules of Interpretation.




(a) A reference to any document or agreement shall include such document or agreement as
amended, modified or supplemented from time to time in accordance with its terms and the terms of
this Agreement.




(b) The singular includes the plural and the plural includes the singular.




(c) A reference to any law includes any amendment or modification to such
law.




(d) A reference to any Person includes its permitted successors and permitted
assigns.




(e) Accounting terms not otherwise defined herein have the meanings assigned to them by
Generally Accepted Accounting Principles applied on a consistent basis by the accounting entity to
which they refer and, except as otherwise expressly stated, all use of accounting terms with
respect to the Borrower shall reflect the consolidation of the financial statements of Borrower and
the Related Companies.




(f) If at any time any change in Generally Accepted Accounting Principles would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either the
Borrower or the Requisite Lenders shall so request, the Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in Generally Accepted Accounting Principles (subject to the approval of the
Requisite Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with Generally Accepted Accounting Principles prior to
such change therein and (ii) the Borrower shall provide to the Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in Generally Accepted Accounting Principles.




(g) The words “include”, “includes” and “including” are not limiting.




(h) All terms not specifically defined herein or by Generally Accepted
Accounting Principles, which terms are defined in the Uniform Commercial Code as in effect in
Massachusetts, have the meanings assigned to them therein.




(i) Reference to a particular “§” refers to that section of this Agreement unless otherwise
indicated.


 


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(j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to
this Agreement as a whole and not to any particular section or subdivision of this
Agreement.




(k) The words “so long as any Loan or Note is outstanding” shall mean so long as such
Loan or Note is not indefeasibly paid in full in cash.



§1.3. Times of Day. Unless otherwise specified, all references herein to times of day
shall be references to Eastern time (daylight or standard, as applicable).



§1.4. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the stated amount of such Letter of
Credit in effect at such time; provided, however, that with respect to any Letter of Credit
that, by its terms or the terms of any other document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time.



§1.5. Rounding. Any financial ratios required to be maintained by the Borrower
pursuant to this Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is
expressed herein and rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).




§2. REVOLVING CREDIT FACILITY.



§2.1. Loans — Commitment to Lend Revolving Loans; Limitation on Commitments. Subject
to the provisions of §2.5 and the other terms and conditions set forth in this Agreement, each of
the Lenders severally (and not jointly) agrees to lend to the Borrower and the Borrower may borrow,
repay, and reborrow in Dollars from time to time between the Effective Date and the Maturity Date
upon notice by the Borrower to the Agent given and approved by the Agent in accordance with §2.5,
such sums as are requested by the Borrower up to a maximum aggregate principal amount (after giving
effect to all amounts requested) such that such Lender’s Credit Exposure (excluding the Competitive
Bid Loans owed to such Lender) does not exceed such Lender’s Commitment, provided that the
Outstanding Obligations (after giving effect to all amounts requested) shall not at any time exceed
the Maximum Credit Amount. The Revolving Loans under this §2.1 shall be made pro rata in accordance
with each Lender’s Commitment Percentage and the Lenders shall at all times immediately adjust
inter se any inconsistency between each Lender’s outstanding principal amount thereof and each
Lender’s Commitment. Each request for a Revolving Loan hereunder shall constitute a representation
and warranty by the Borrower that the conditions set forth in §10 or §11 (whichever is applicable)
have been satisfied on the date of such request and will be satisfied on the proposed Borrowing
Date of the requested Revolving Loan, provided that the making of such representation and warranty
by Borrower shall not limit the right of any Lender not to lend upon a determination by the
Requisite Lenders that such conditions have not been satisfied.


 


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§2.2. Changes in Total Commitment.




(a) Provided that no Default or Event of Default has occurred and is continuing, the
Borrower shall have the option on up to four (4) occasions during the term of this
Agreement to request an increase in the Total Commitment by an amount not less than
$25,000,000 per request and $250,000,000 in the aggregate (to not more than $750,000,000,
by written notice to the Agent. Upon receipt of such notice, the Agent shall consult with
Arranger and shall notify the Borrower of the amount of the arrangement fees to be paid to
Arranger and the upfront fees
to be paid to any Lenders who provide an Additional Commitment in connection with such
increase in the Total Commitment. If the Borrower agrees to pay the arrangement and
upfront fees so determined, then the Agent shall send a notice to all Lenders with a
Commitment (the “Additional Commitment Request Notice”) informing them of the Borrower’s
request to increase the Total Commitment and of the upfront fees to be paid with respect
thereto. Each Lender who desires to provide an Additional Commitment upon such terms shall
provide the Agent with a written commitment letter specifying the amount of the Additional
Commitment by which it is willing to provide prior to such deadline as may be specified in
the Additional Commitment Request Notice. If the requested increase is oversubscribed then
the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who
provide such commitment letters on such basis as the Agent and the Arranger shall determine
in their sole discretion. If the Additional Commitments so provided are not sufficient to
provide the full amount of the Commitment Increase requested by the Borrower, then the
Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a
Lender and provide an Additional Commitment. The Agent shall provide all Lenders with a
notice setting forth the amount, if any, of the Additional Commitment to be provided by
each Lender and the revised Commitment Percentages which shall be applicable after the
effective date of the Commitment Increase specified therein (the “Commitment Increase
Date”). Nothing in this §2.2 shall constitute or be deemed to constitute an agreement by
any Lender to increase its Commitment hereunder.




(b) On the Commitment Increase Date the outstanding principal balance of the Revolving
Loans shall be reallocated among the Lenders such that after the Commitment Increase Date
the outstanding principal amount of Revolving Loans owed to each Lender shall be equal to
such Lender’s Commitment Percentage (as in effect after the Commitment Increase Date) of
the outstanding principal amount of all Revolving Loans. On the Commitment Increase Date
those Lenders whose Commitment Percentage is increasing shall advance the funds to the
Agent and the funds so advanced shall be distributed among the Lenders whose Commitment
Percentage is decreasing as necessary to accomplish the required reallocation of the
outstanding Loans. To the extent such reallocation results in certain Lenders receiving
funds which are applied to Eurocurrency Rate Loans prior to the last day of the applicable
Interest Period, then the Borrower shall pay to the Agent for the account of the affected
Lenders the Eurocurrency Prepayment Fee which shall be determined separately for each such
Lender in the manner set forth in §3.3. On the Commitment Increase Date, the Lenders’
respective interests in outstanding Letters of Credit shall also be adjusted to reflect the
revised Commitment Percentages. Upon request from any Lender whose interest in an
outstanding Letter of Credit is so increasing, the Borrower will pay additional Letter of
Credit fees for the amount of such increase at the rate provided in §2.9(h) prorated for
the period from the Commitment Increase Date until the expiration of the applicable Letter
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(c) The Borrower shall have the right at any time upon at least ten (10) Business
Days’ prior written notice to the Agent, to reduce by $10,000,000 or an integral multiple
of $10,000,000 in excess thereof the unborrowed portion of the then Total Commitment,
provided that (i) the Total Commitment shall not be reduced to less than $100,000,000
unless the Total Commitment is reduced to zero and (ii) the Commitments as reduced shall
not be in an amount less than the sum of the aggregate Loan Obligations and the aggregate
Letter of Credit Obligations. The Commitments of the Lenders shall be reduced pro rata in
accordance with their respective Commitment Percentages by the amount specified in any such
notice. Upon the effective date of any such reduction, the Borrower shall pay to the Agent
for the respective accounts of the Lenders the full amount of any Facility Fee then accrued
on the amount of the reduction. No reduction of the Commitments may be reinstated.




(d) Upon the effective date of each increase or reduction in the Total Commitment
pursuant to this §2.2, the Agent may make such other changes by way of supplement,
amendment or restatement of any Loan Documents as may be necessary or desirable to reflect
the Commitment Increase, notwithstanding anything to the contrary in §25, without the
consent of any Lenders other than the Lenders with an Additional Commitment. The Borrower
shall also execute and deliver to the Agent new Notes for each Lender whose Commitment has
changed so that the principal amount of such Lender’s Note (not including the Note relating
to the Swingline Commitment) shall equal its Commitment. The Agent shall deliver such
replacement Notes to the respective Lenders in exchange for the Notes replaced thereby
which shall be surrendered by such Lenders. Such new Notes shall provide that they are
replacements for the surrendered Notes and that they do not constitute a novation, shall be
dated as of the Commitment Increase Date or the effective date of such reduction in the
Total Commitment, as applicable, and shall otherwise be in substantially the form of the
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§2.3. The Notes. The Loans under the Facility shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit A hereto (or if such
note is a Designated Bank Note, in substantially the form of Exhibit N hereto) (each a
“Note”), and completed with appropriate insertions and there shall also be a Swingline Note payable
to the order of the Swingline Lender in the principal amount of the Swingline Commitment. One or
more Notes shall be payable to the order of each Lender in an aggregate principal amount equal to
such Lender’s Commitment. The Borrower irrevocably authorizes each Lender to make or cause to be
made, at or about the time of the Borrowing Date of any Loan or at the time of receipt of any
payment of principal on such Lender’s Note, an appropriate notation on such Lender’s Record
reflecting the making of such Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the Loans set forth on such Lender’s Record shall (absent manifest error) be
prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the
failure to record, or any error in so recording, any such amount on the Record shall not limit or
otherwise affect the obligations of the Borrower hereunder or
under any Note to make payments of principal of or interest on any Note when due. Upon receipt
of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of its
Note or any other security document which is not of public record, and, in the case of any such
loss, theft, destruction or mutilation, upon cancellation of such Note or other security document,
Borrower will issue, in lieu thereof, a replacement Note or other security document in the same
principal amount thereof and otherwise of like tenor.




§2.4. Interest on Loans.




(a) Subject to §4.9, each Base Rate Loan shall bear interest for the period commencing
with the Borrowing Date thereof and ending on the last day of the Interest Period with
respect thereto at the rate equal to the Base Rate plus the Applicable Margin.




(b) Subject to §4.9, each Eurocurrency Rate Loan shall bear interest for the period
commencing with the Borrowing Date thereof and ending on the last day of the Interest
Period with respect thereto at the rate per annum equal to the applicable Eurocurrency Rate
determined for such Interest Period plus the Applicable Margin (or, with respect to
Competitive Bid Loans, the applicable Competitive Bid Margin).




(c) The Borrower unconditionally promises to pay interest on each Loan in arrears on
each Interest Payment Date with respect thereto.




§2.5. Requests for Loans.




(a) The Borrower shall give to the Agent written notice in the form of Exhibit
B hereto of each Loan requested hereunder (a “Loan Request”) no later than 11:00 a.m.
on (a) the Business Day prior to the proposed Borrowing Date of any Base Rate Loan other
than a Swingline Loan or (b) two (2) Business Days prior to the proposed Borrowing Date of
any Eurocurrency Rate Loan. Each such notice shall specify (i) the principal amount of the
proposed Loan, (ii) the proposed Borrowing Date of such Loan, (iii) the Interest Period for
such Loan, (iv) the Type of such Loan, and (v) the Revolving Availability as of the date of
the Loan Request, and shall be accompanied by a statement in the form of Exhibit C
hereto signed by a Responsible Officer setting forth in reasonable detail computations
evidencing compliance with the covenants contained in §9.1 through §9.7 hereof after giving
effect to such requested Loan (a “Compliance Certificate”). Submission of a Loan Request
shall be deemed to be a representation by the Borrower that it will be in compliance with
§9.1 through §9.7 after giving effect to such requested Loan. Upon receipt of a Loan
Request, the Agent shall promptly notify each Lender of the amount of its Commitment
Percentage of the requested Loans. Each Lender shall be obligated to fund its Commitment
Percentage of the requested Loans in accordance with Section 2.7(a). Each such Loan Request
shall be irrevocable and binding on the Borrower
and the Borrower shall be obligated to accept the Loan requested from the Lenders on
the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of
$3,000,000 or an integral multiple of $1,000,000 in excess thereof.


 


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§2.6. Conversion and Continuation Options.




(a) The Borrower may elect from time to time to convert any outstanding Loan to a Loan of
another Type provided that (i) with respect to any such conversion of an Eurocurrency Rate Loan to
a Base Rate Loan, the Borrower shall give the Agent written notice of such election no later than
11:00 a.m. two (2) Business Days prior to the conversion; (ii) with respect to any such conversion
of an Eurocurrency Rate Loan into a Base Rate Loan, such conversion shall only be made on the last
day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of
this section and subject to §2.6(b) and §2.6(d) hereof, with respect to any such conversion of a
Base Rate Loan to an Eurocurrency Rate Loan, the Borrower shall give the Agent written notice of
such election no later than 11:00 a.m. at least two (2) Business Days prior to the conversion and
(iv) no Loan may be converted into an Eurocurrency Rate Loan when any Default or Event of Default
has occurred and is continuing. The Agent shall promptly provide notice of any such request to the
Lenders. On the date on which such conversion is being made, each Lender shall take such action as
is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or
its Eurocurrency Lending Office, as the case may be. All or any part of outstanding Loans of any
Type may be converted as provided herein, provided further that each Conversion Request relating to
the conversion of a Base Rate Loan to an Eurocurrency Rate Loan shall be for an amount equal to
$3,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be irrevocable by the
Borrower.




(b) Any Loans of any Type may be continued as such upon the expiration of an Interest Period
with respect thereto by compliance by the Borrower with the notice provisions contained in §2.6(a);
provided that no Eurocurrency Rate Loan may be continued as such when any Default or Event of
Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan.




(c) In the event that the Borrower does not notify the Agent of its election hereunder with
respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of
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(d) The Borrower may not request an Eurocurrency Rate Loan pursuant to §2.5, elect to convert
a Base Rate Loan to an Eurocurrency Rate Loan pursuant to §2.6(a) or elect to continue a
Eurocurrency Rate Loan pursuant to §2.6(b) if, after giving effect thereto, there would be greater
than ten (10) Eurocurrency Rate Loans outstanding. Any Loan Request for an Eurocurrency Rate Loan
that would create greater than ten (10) Eurocurrency Rate Loans outstanding shall be deemed to be a
Loan Request for a Base Rate Loan.



§2.7. Funds for Loans.




(a) Subject to §2.5 and other provisions of this Agreement, not later than 1:00 p.m. on the
proposed Borrowing Date of any Loans, each of the Lenders will make available to the Agent, at the
Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment
Percentage of the amount of the requested Loans. Upon receipt from each Lender of such amount, and
upon receipt of the documents required by §§10 or 11 (whichever is applicable) and the satisfaction
of the other conditions set forth therein, to the extent applicable, the Agent will make available
to the Borrower the aggregate amount of such Loans made available to the Agent by the Lenders. The
failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on
any Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve
any other Lender from its several obligation hereunder to make available to the Agent the amount of
such other Lender’s Commitment Percentage of any requested Loans but shall not obligate any other
Lender or Agent to fund more than its Commitment Percentage of the requested Loans or to increase
its Commitment Percentage.




(b) The Agent may, unless notified to the contrary by any Lender prior to a Borrowing Date,
assume that such Lender has made available to the Agent on such Borrowing Date the amount of such
Lender’s Commitment Percentage of the Loans to be made on such Borrowing Date, and the Agent may
(but it shall not be required to), in reliance upon such assumption, make available to the Borrower
a corresponding amount. If any Lender makes available to the Agent such amount on a date after such
Borrowing Date, such Lender shall pay to the Agent on demand an amount equal to the product of (i)
the average computed for the period referred to in clause (iii) below, of the weighted average
interest rate paid by the Agent for federal funds acquired by the Agent during each day included in
such period, times (ii) the amount of such Lender’s Commitment Percentage of such Loans, times
(iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from
and including such Borrowing Date to the date on which the amount of such Lender’s Commitment
Percentage of such Loans shall become immediately available to the Agent, and the denominator of
which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing
under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such
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(c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Revolving
Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments
pursuant to §15(c) are several and not joint. The failure of any Lender to make any Revolving Loan,
to fund any such participation or to make any payment under §15(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make such other Lender’s
Revolving Loan, to purchase its participation or to make its payment under §15(c).



§2.8. Swingline Loans.




(a) The Swingline. Subject to the terms and conditions set forth herein, the Swingline
Lender, in reliance upon the agreements of the other Lenders set forth in this §2.8, will make
loans to the Borrower from time to time on any Business Day during the period between the Effective
Date and the date which is five (5) days prior to the Maturity Date in an aggregate amount not to
exceed at any time outstanding the amount of the Swingline Commitment, notwithstanding the fact
that such Swingline Loans, when aggregated with the Commitment Percentage of the Loan Obligations
and Letter of Credit Obligations of the Lender acting as Swingline Lender, may exceed the amount of
such Lender’s Commitment; provided, however, that after giving effect to any
Swingline Loan, (i) the aggregate Credit Exposures of all Lenders shall not exceed the Maximum
Credit Amount, (ii) the Credit Exposure of any Lender (excluding the Competitive Bid Loans owed to
such Lender) shall not exceed such Lender’s Commitment, and provided, further, that
the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding
Swingline Loan. Within the foregoing limits, and subject to the other terms and conditions hereof,
the Borrower may borrow under this §2.8, prepay under §3.3, and reborrow under this §2.8. Each
Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of
such Lender’s Commitment Percentage times the amount of such Swingline Loan.




(b) Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s
irrevocable notice to the Swingline Lender and the Agent, which may be given by telephone. Each
such Swingline Loan Request must be received by the Swingline Lender and the Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $100,000 or an integral multiple of $100,000 in excess thereof, and (ii) the
requested borrowing date, which shall be a Business Day. Each such telephonic notice must be
confirmed promptly by delivery to the Swingline Lender and the Agent of a written Swingline Loan
Request, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly
after receipt by the Swingline Lender of any telephonic Swingline Loan Request, the Swingline
Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received
such Swingline Loan Request and, if not, the Swingline Lender will notify the Agent (by telephone
or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by
telephone or in writing) from the Agent (including at the request of any Lender) prior to 2:00 p.m.
on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such
Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence
of §2.8(a), or (B) that one or more of the applicable conditions specified in §10 or §11 is not
then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Request, make the
amount of its Swingline Loan available to the Borrower.


 


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(c) Refinancing of Swingline Loans.




(i) The Swingline Lender at any time in its sole discretion may request, on behalf of
the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on
its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s
Commitment Percentage of the amount of Swingline Loans then outstanding. Such request
shall be made in writing (which written request shall be deemed to be a Loan Request for
purposes hereof) and in accordance with the requirements of §2.5, without regard to the
minimum and multiples specified therein for the principal amount of Base Rate Loans, but
subject to the unutilized portion of the Total Commitments and the conditions set forth in
§11. The Swingline Lender shall furnish the Borrower with a copy of the applicable Loan
Request promptly after delivering such notice to the Agent. Each Lender shall make an
amount equal to its Commitment Percentage of the amount specified in such Loan Request
available to the Agent in immediately available funds (and the Agent may apply Cash
Collateral available with respect to the applicable Swingline Loan) for the account of the
Swingline Lender at the Agent’s Head Office not later than 1:00 p.m. on the day specified
in such Loan Request, whereupon, subject to §2.8(c)(ii), each Lender that so makes funds
available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.
The Agent shall remit the funds so received to the Swingline Lender.




(ii) If for any reason any Swingline Loan cannot be refinanced by such a Revolving
Loan in accordance with §2.8(c)(i), the request for Base Rate Loans submitted by the
Swingline Lender as set forth herein shall be deemed to be a request by the Swingline
Lender that each of the Lenders fund its risk participation in the relevant Swingline Loan
and each Lender’s payment to the Agent for the account of the Swingline Lender pursuant to
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(iii) If any Lender fails to make available to the Agent for the account of the
Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing
provisions of this §2.8(c) by the time specified in §2.8(c)(i), the Swingline Lender shall
be entitled to recover from such Lender (acting through the Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the Swingline Lender at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the Swingline
Lender in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the Swingline Lender in
connection with the foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in
the relevant Revolving Borrowing or funded participation in the relevant Swingline Loan,
as the case may be. A certificate of the Swingline Lender submitted to any Lender (through
the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive
absent manifest
error.




(iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk
participations in Swingline Loans pursuant to this §2.8(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have against the
Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that
each Lender’s obligation to make Revolving Loans pursuant to this §2.8(c) is subject to
the conditions set forth in §4.11. No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrower to repay Swingline Loans, together with
interest as provided herein.




(d) Repayment of Participations.




(i) At any time after any Lender has purchased and funded a risk participation in a
Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline
Loan, the Swingline Lender will distribute to such Lender its Commitment Percentage
thereof in the same funds as those received by the Swingline Lender.




(ii) If any payment received by the Swingline Lender in respect of principal or
interest on any Swingline Loan is required to be returned by the Swingline Lender under
any of the circumstances described in §4.3(c) (including pursuant to any settlement
entered into by the Swingline Lender in its discretion), each Lender shall pay to the
Swingline Lender its Commitment Percentage thereof on demand of the Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate. The Agent will make such demand upon the request of
the Swingline Lender. The obligations of the Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.


 


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(e) Interest for Account of Swingline Lender. The Swingline Lender shall be
responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Lender funds
its Base Rate Loan or risk participation pursuant to this §2.8 to refinance such Lender’s
Commitment Percentage of any Swingline Loan, interest in respect of such Commitment Percentage
shall be solely for the account of the Swingline Lender.




(f) Payments Directly to Swingline Lender. The Borrower shall make all payments of
principal and interest in respect of the Swingline Loans directly to the Swingline Lender.



§2.9. Letters of Credit.




(a) The Letter of Credit Commitment.




(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this §2.9, (1) from time to time
on any Business Day during the period from the Effective Date until the Letter of Credit
Expiration Date, to issue Letters of Credit for the account of the Borrower or its
Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in
accordance with subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for
the account of the Borrower or its Subsidiaries and any drawings thereunder;
provided that after giving effect to any L/C Credit Extension with respect to any
Letter of Credit, (x) the aggregate Credit Exposures of all Lenders shall not exceed the
Maximum Credit Amount, (y) the Credit Exposure of any Lender (excluding the Competitive Bid
Loans owed to such Lender) shall not exceed such Lender’s Commitment, and (z) the
outstanding amount of the Letter of Credit Obligations shall not exceed the Letter of
Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of
Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension
so requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the
Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly
the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters
of Credit that have expired or that have been drawn upon and reimbursed. The letters of
credit issued prior to the Effective Date by Bank of America under the Existing Credit
Agreement which are described on Schedule 1.4 (the “Existing Letters of Credit”)
shall be deemed to have been issued pursuant hereto, and from and after the Effective Date
shall be subject to and governed by the terms and conditions hereof.


 


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(ii) The L/C Issuer shall not issue any Letter of Credit, if:




(A) subject to §2.9(b)(iii), the expiry date of the requested Letter of Credit would occur
more than twelve months after the date of issuance or last extension, unless the Requisite
Lenders have approved such expiry date; or




(B) the expiry date of the requested Letter of Credit would occur after the
Letter of Credit Expiration Date (subject to the provisions of such definition),
unless all the Lenders have approved such expiry date.




(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:




(A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the
Letter of Credit, or any law applicable to the
L/C Issuer or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from, the issuance of letters of
credit generally or the Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to the Letter of Credit any restriction, reserve or
capital requirement (for which the L/C Issuer is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer
any unreimbursed loss, cost or expense which was not applicable on the Closing
Date and which the L/C Issuer in good faith deems material to it;




(B) the issuance of the Letter of Credit would violate one or more policies
of the L/C Issuer applicable to letters of credit generally;




(C) except as otherwise agreed by the Agent and the L/C Issuer, the Letter of
Credit is in an initial stated amount less than $100,000;




(D) the Letter of Credit is to be denominated in a currency other than
Dollars (and the L/C Issuer shall not issue any Letter of Credit denominated in a
currency other than Dollars without the consent of the Requisite Lenders);




(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has
entered into arrangements, including the delivery of Cash Collateral, satisfactory
to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to
eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving
effect to §2.12(a)(iv)) with respect to the Defaulting Lender arising from either
the Letter of Credit then proposed to be issued or that Letter of Credit and all
other Letter of Credit Obligations as to which the L/C Issuer has actual or
potential Fronting Exposure, as it may elect in its sole discretion; or


 


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(F) the Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder.




(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not
be permitted at such time to issue the Letter of Credit in its amended form under the terms
hereof.




(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does
not accept the proposed amendment to the Letter of Credit.




(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer shall have
all of the benefits and immunities (A) provided to the Agent in §14 with respect to any
acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters
of Credit as fully as if the term “Agent” as used in §14 included the L/C Issuer with
respect to such acts or omissions, and (B) as additionally provided herein with respect to
the L/C Issuer.




(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters
of Credit.




(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the Agent) in the form
of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such Letter of Credit Application must be received by the L/C
Issuer and the Agent not later than 11:00 a.m. at least two Business Days (or such later
date and time as the Agent and the L/C Issuer may agree in a particular instance in their
sole discretion) prior to the proposed issuance date or date of amendment, as the case may
be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested
Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require. In
the case of a request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the
Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be
a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as
the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C
Issuer and the Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer
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(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Agent (by telephone or in writing) that the Agent has received a copy of
such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will
provide the Agent with a copy thereof. Unless the L/C Issuer has received written notice
from any Lender, the Agent or the Borrower or a Guarantor, at least one Business Day prior
to the requested date of issuance or amendment of the applicable Letter of Credit, that
one or more applicable conditions contained in §10 or §11 shall not then be satisfied,
then, subject to the
terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a
Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter
into the applicable amendment, as the case may be, in each case in accordance with the L/C
Issuer’s usual and customary business practices. Immediately upon the issuance of each
Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in such
Letter of Credit in an amount equal to the product of such Lender’s Commitment Percentage
times the amount of such Letter of Credit.




(iii) If the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer agrees to issue a Letter of Credit that has automatic extension provisions
(each, an “Auto-Extension Letter of Credit”); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension
at least once in each twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day
(the “Non-Extension Notice Date”) in each such twelve-month period to be agreed
upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer
for any such extension. Once an Auto-Extension Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit
the extension of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided, however, that the L/C Issuer
shall not permit any such extension if (A) the L/C Issuer has determined that it would not
be permitted, or would have no obligation, at such time to issue such Letter of Credit in
its revised form (as extended) under the terms hereof (by reason of the provisions of
clause (ii) or (iii) of §2.9 or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is seven Business Days before the
Non-Extension Notice Date (1) from the Agent that the Requisite Lenders have elected not
to permit such extension or (2) from the Agent, any Lender or the Borrower that one or
more of the applicable conditions specified in §11 is not then satisfied, and in each such
case directing the L/C Issuer not to permit such extension.


 


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(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the Borrower and the Agent a true and complete copy of such
Letter of Credit or amendment.




(c) Drawings and Reimbursements; Funding of Participations.




(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the
Agent thereof. Not later than 1:00 p.m. on the date of any payment by the L/C Issuer
under a Letter of Credit (each such date, an “Honor 
Date”), the Borrower shall reimburse the L/C Issuer through the Agent in an
amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C
Issuer by such time, the Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of
such Lender’s Commitment Percentage thereof. In such event, the Borrower shall be deemed
to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and
multiples specified in §2.5 for the principal amount of Base Rate Loans, but subject to
the amount of the unutilized portion of the Total Commitments and the conditions set forth
in §11 (other than the delivery of a Loan Request). Any notice given by the L/C Issuer or
the Agent pursuant to this §2.9(c)(i) may be given by telephone if immediately confirmed
in writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.




(ii) Each Lender shall upon any notice pursuant to §2.9(c)(i) make funds available
(and the Agent may apply Cash Collateral provided for this purpose) for the account of the
L/C Issuer at the Agent’s Head Office in an amount equal to its Commitment Percentage of
the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such
notice by the Agent, whereupon, subject to the provisions of §2.9(c)(iii), each Lender
that so makes funds available shall be deemed to have made a Base Rate Loan to the
Borrower in such amount. The Agent shall remit the funds so received to the L/C Issuer.


 


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(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Revolving Borrowing of Base Rate Loans because the conditions set forth in §11 cannot be
satisfied or for any other reason, the Borrower shall be deemed to have incurred from the
L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at the default rate specified in §4.9. In such event,
each Lender’s payment to the Agent for the account of the L/C Issuer pursuant to
§2.9(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this §2.9.




(iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this
§2.9(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Commitment Percentage of such amount shall be solely
for the account of the L/C Issuer.




(v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this §2.9(c),
shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the L/C Issuer,
the Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Lender’s
obligation to make Revolving Loans pursuant to this §2.9(c) is subject to the conditions
set forth in §11 (other than delivery by the Borrower of a Loan Request). No such making
of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any
Letter of Credit, together with interest as provided herein.




(vi) If any Lender fails to make available to the Agent for the account of the L/C
Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions
of this §2.9(c) by the time specified in §2.9(c)(ii), then, without limiting the other
provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender
(acting through the Agent), on demand, such amount with interest thereon for the period
from the date such payment is required to the date on which such payment is immediately
available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds
Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees customarily
charged by the L/C Issuer in connection with the foregoing. If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in
respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C
Issuer submitted to any Lender (through the Agent) with respect to any amounts owing under
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(d) Repayment of Participations.




(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such payment in
accordance with §2.9(c), if the Agent receives for the account of the L/C Issuer any
payment in respect of the related Unreimbursed Amount or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by
the Agent), the Agent will distribute to such Lender its Commitment Percentage thereof in
the same funds as those received by the Agent.




(ii) If any payment received by the Agent for the account of the L/C Issuer pursuant
to §2.9(c)(i) is required to be returned under any of the circumstances described in
§4.3(c) (including pursuant to any settlement entered into by the L/C Issuer with the
consent of the Requisite Lenders), each Lender shall pay to the Agent for the account of
the L/C Issuer its Commitment Percentage thereof on demand of the Agent, plus interest
thereon from the date of
such demand to the date such amount is returned by such Lender, at a rate per annum
equal to the Federal Funds Rate from time to time in effect. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.




(e) Obligations Absolute. Without limiting the LC Issuer’s potential liability under
Section 2.9(f) for its gross negligence or willful misconduct, the obligation of the Borrower to
reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including the following:




(i) any lack of validity or enforceability of such Letter of Credit, this Agreement,
or any other Loan Document;




(ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any transferee
of such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby or by such Letter of Credit or any
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(iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or




(v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower or any Subsidiary.




The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s
instructions or other irregularity, the Borrower will promptly notify
the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim
against the L/C Issuer and its correspondents unless such notice is given as aforesaid.




(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing
under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer, the Agent, any of
their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer
shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Requisite Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or instrument related to any
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 Issuer Document. The Borrower hereby assumes all risks of the
acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or
under any other agreement. None of the L/C Issuer, the Agent, any Lender, any of their respective
Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of §2.9(e);
provided, however, that anything in such clauses to the contrary notwithstanding,
the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a
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; in each case in the absence of the L/C
Issuer’s gross negligence or willful misconduct.




(g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer
and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an
Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.




(h) Letter of Credit Fees. The Borrower shall pay to the Agent for the account
of each Lender in accordance with its Commitment Percentage a Letter of Credit fee (the
“Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin for
Eurocurrency Rate Loans times the daily amount available to be drawn under such Letter of
Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a
Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not
provided Cash Collateral satisfactory to the L/C Issuer pursuant to this §2.9 shall be payable, to
the maximum extent permitted by applicable law, to the other Lenders in accordance with the upward
adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant
to §2.12(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own
account. For purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance with §1.4. Letter of
Credit Fees shall be (i) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii)
computed on a quarterly basis in arrears based on the average daily amount available to be drawn
under all Letters of Credit during such quarter. If there is any change in the Applicable Margin
for Eurocurrency Rate Loans during any quarter, the daily amount available to be drawn under each
Letter of Credit shall be computed and multiplied by the Applicable Margin for Eurocurrency Rate
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(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.
The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit, in an amount equal to the greater of (X) $1,500, and (Y)
the rate of one-quarter percent (0.25%) per annum, computed on the daily amount available
to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee
shall be due and payable on the tenth Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. For purposes of computing the daily amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with §1.4. In addition, the Borrower shall pay directly to the L/C Issuer for
its own account the customary issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of the L/C Issuer relating to letters of credit as
from time to time in effect. Such customary fees and standard costs and charges are due and
payable on demand and are nonrefundable.




(j) Conflict with Issuer Documents. In the event of any conflict between the
terms hereof and the terms of any Issuer Document, the terms hereof shall control.




(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any obligations of,
or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the
L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries
inures to the benefit of the Borrower, and that the Borrower’s business derives substantial
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§2.10. Competitive Bid Loans. In addition to the Revolving Loans and Swingline Loans
made pursuant to §2 hereof so long as the Borrower maintains ratings from two of the three Ratings
Agencies of BBB- or Baa3 or higher, as applicable, subject to the terms and conditions set forth
herein, the Borrower may from time to time request Competitive Bid Loans in Dollars pursuant to the
terms of this §2.10, provided that (x) at no time shall the aggregate principal amount of
Competitive Bid Loans outstanding at any time exceed fifty percent (50%) of the Total Commitments
and (y) the aggregate principal amount of the requested Competitive Bid Loan shall not exceed the
amount by which the Commitments at such time exceed the Outstanding Obligations. The Lenders may,
but shall have no obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept such offers in the manner set forth in this §2.10.




(a) The obligation of the Borrower to repay the outstanding principal amount of any
and all Competitive Bid Loans, plus interest at the sum of the Competitive Bid Margin plus
the applicable Eurocurrency Rate accrued thereon, shall be evidenced by this Credit
Agreement and by individual loan accounts (the “Competitive Bid Loan Accounts” and
individually, a “Competitive Bid Loan Account”) maintained by the Agent on its books for
each of the Lenders, it being the intention of the parties hereto that the Borrower’s
obligations with respect to Competitive Bid Loans are to be evidenced only as stated herein
and not by separate promissory notes and shall hereby constitute an absolute promise to pay
when due, without notice, demand, presentment or setoff.




(b) The Borrower irrevocably authorizes the Agent to make or cause to be made, in
connection with a Borrowing Date of any Competitive Bid Loan or at the time of receipt of
any payment of principal on the applicable Lender’s Competitive Bid Loan Account an
appropriate notation, reflecting the making of the Competitive Bid Loan or the receipt of
such payment. The outstanding amount of the Competitive Bid Loans set forth on the Agent’s
records, as applicable, shall be prima facie evidence of the principal amount thereof owing
and unpaid to such Lender, but the failure to record, or any error in so recording, any
such amount shall not limit or otherwise affect the obligations of the Borrower hereunder
to make payments of principal of or interest on any Competitive Bid Loan when due.




(c) When the Borrower wishes to request offers to make Competitive Bid Loans under
this §2.10, it shall transmit to the Agent by facsimile a Competitive Bid Quote Request
substantially in the form of Exhibit H hereto (a
“Competitive Bid Quote Request”) so as to be received no later than 11:00 a.m. four
(4) Business Days prior to the requested Borrowing Date, specifying:




(A) the requested Borrowing Date (which must be a Business Day);




(B) the aggregate amount of such Competitive Bid Loans, which shall be
$3,000,000 or a larger multiple of $1,000,000; and




(C) the Type and duration of the Interest Period applicable thereto, subject
to the provisions of the definition of Interest Period.



The Borrower may request offers to make Competitive Bid Loans for more than one Interest Period
and/or more than one Borrowing Date in a single Competitive Bid Quote Request. No new Competitive
Bid Quote Request shall be given until the Borrower has notified the Agent of its acceptance or
non-acceptance of the Competitive Bid Quotes relating to any outstanding Competitive Bid Quote
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(d) Promptly upon receipt of a Competitive Bid Quote Request, the Agent shall send to the
Lenders by telecopy or facsimile transmission an Invitation for Competitive Bid Quotes
substantially in the form of Exhibit I hereto, which shall constitute an invitation by the Borrower
to each Lender to submit Competitive Bid Quotes in accordance with this §2.10.




(e) Each Lender may, but shall be under no obligation to, submit a Competitive Bid Quote
containing an offer or offers to make Competitive Bid Loans in response to any Competitive Bid
Quote Request. Each Competitive Bid Quote must comply with the requirements of this §2.10(e) and
must be submitted to the Agent by facsimile transmission not later than 10:00 a.m. on the third
Business Day prior to the proposed Borrowing Date, provided that Competitive Bid Quotes may be
submitted by the Agent in its capacity as a Lender only if it submits its Competitive Bid Quote to
the Borrower not later than one hour prior to the deadline for the other Lenders. Competitive Bid
Loans to be funded pursuant to a Competitive Bid Quote may, as provided in §18(h), be funded by a
Lender’s Designated Bank. A Lender making a Competitive Bid Quote may, but shall not be required
to, specify in its Competitive Bid Quote whether the related Competitive Bid Loans are intended to
be funded by such Lender’s Designated Bank, as provided in §18(h). Subject to the provisions of
§§10 and 11 hereof, any Competitive Bid Quote so made shall be irrevocable except with the written
consent of the Agent given on the instructions of the Borrower.




(f) Each Competitive Bid Quote shall be in substantially the form of Exhibit J hereto
and shall in any case specify:




(i) the proposed Borrowing Date(s);




(ii) the principal amount of the Competitive Bid Loan for which each proposal is being made,
which principal amount (w) may be greater than or less than the Commitment of the quoting Lender,
(x) must be $1,000,000 or a larger multiple of $500,000, (y) may not exceed the aggregate principal
amount of Competitive Bid Loans for which offers were requested and (z) may be subject to an
aggregate limitation as to the principal amount of Competitive Bid Loans for which offers being
made by such quoting Lender may be accepted;




(iii) the Interest Periods for which Competitive Bid Quotes are being submitted;




(iv) the margin above or below the applicable Eurocurrency Rate (the “Competitive Bid
Margin”) offered for each such Competitive Bid Loan, expressed as a percentage (specified
to the nearest 1/10,000th of 1%) to be added to or subtracted from such Eurocurrency Rate;
and




(v) the identity of the quoting Lender.


 


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A Competitive Bid Quote may include up to five (5) separate offers by the quoting Lender with
respect to each Interest Period specified in the related Invitation for Competitive Bid Quotes.




(g) Any Competitive Bid Quote shall be disregarded if it:




(i) is
not substantially in the form of Exhibit J hereto;




(ii) contains qualifying, conditional or similar language;




(iii) proposes terms other than or in addition to those set forth in the
applicable Invitation for Competitive Bid Quotes; or




(iv) arrives after the time set forth in §2.10 (e) hereof.




(h) The Agent shall promptly notify the Borrower of the terms (a) of any Competitive
Bid Quote submitted by a Lender that is in accordance with §2.10(e) and (b) of any
Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a previous
Competitive Bid Quote submitted by such Lender with respect to the same Competitive Bid
Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Agent
unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest
error in such former Competitive Bid Quote and was received by the Agent within the time
period required in §2.10(e) for receipt of Competitive Bid Quotes. The Agent’s notice to
the Borrower shall specify (i) the aggregate principal amount of Competitive Bid Loans for
which offers have been received for each Interest Period specified in the related
Competitive Bid Quote Request, and (ii) the
respective principal amounts and Competitive Bid Margins so offered, and the identity
of the respective Lenders submitting such offers.




(i) Not later than 4:00 p.m. on the third Business Day prior to the proposed Borrowing
Date, the Borrower shall notify the Agent of its acceptance or non-acceptance of each
Competitive Bid Quote in substantially the form of Exhibit K hereto. The Borrower
may accept any Competitive Bid Quote in whole or in part; provided that:




(i) the aggregate principal amount of each Competitive Bid Loan may exceed the
applicable amount set forth in the related Competitive Bid Quote Request so long as
the Borrower’s written notice of acceptance expressly states that the Borrower has
accepted quotes in excess of the requested amount;




(ii) acceptance of offers may only be generally made on the basis of ascending
Competitive Bid Margins with the same terms, and




(iii) the Borrower may not accept any offer that is described in §2.10(g) or
that otherwise fails to comply with the requirements of this Agreement.


 


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The Agent shall promptly notify each Lender which submitted a Competitive Bid Quote of the
Borrower’s acceptance or non-acceptance thereof. A Lender who is notified that it has been selected
to make a Competitive Bid Loan may designate its Designated Bank (if any) to fund such Competitive
Bid Loan on its behalf, as described in §18(h). Any Designated Bank which funds a Competitive Bid
Loan shall on and after the time of such funding become the obligee in respect of such Competitive
Bid Loan and be entitled to receive payment thereof when due. At the request of any Lender which
submitted a Competitive Bid Quote, the Agent will promptly notify all Lenders which submitted
Competitive Bid Quotes of the aggregate principal amount of, and the range of Competitive Bid
Margins of, the accepted Competitive Bid Loans for each requested Interest Period.




(j) If offers are made by two (2) or more Lenders with the same Competitive Bid Margin
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 Competitive Bid Loans in
respect of which such offers at such Competitive Bid Margin are accepted shall be allocated
by the Borrower among such Lenders as nearly as possible (in such multiples, not less than
$1,000,000, as the Borrower may deem appropriate) in proportion to the aggregate principal
amounts of such offers. Determination by the Agent of the amounts of Competitive Bid Loans
shall be conclusive in the absence of manifest error.




(k) If, on or prior to the Borrowing Date of any Competitive Bid Loan, the Total
Commitment has not terminated in full and if, on such Borrowing Date,
the applicable conditions of §§10 and 11 hereof are satisfied, and the Agent shall
have received a Compliance Certificate, the Lender or Lenders whose offers the Borrower has
accepted will fund each Competitive Bid Loan so accepted. Not later than 1:00 p.m. on such
Borrowing Date, each such Lender or Lenders or Designated Bank will make available to the
Agent, at the Agent’s Head Office, in immediately available funds, the amount of such
Lender’s Competitive Bid Loans. Upon receipt from each such Lender of such amount, the
Agent will make available to the Borrower the aggregate amount of such Loans made available
to the Agent by the Lenders.




(l) The principal of each Competitive Bid Loan shall become absolutely due and payable
by the Borrower on the last day of the Interest Period relating thereto, and the Borrower
hereby absolutely and unconditionally promises to pay to the Agent for the account of the
relevant Lenders at or before 1:00 p.m. on the last day of the Interest Periods relating
thereto the principal amount of all such Competitive Bid Loans, plus interest thereon at
the sum of the applicable Competitive Bid Margin specified in the applicable Competitive
Bid Quotes plus the applicable Eurocurrency Rate. Interest on the Competitive Bid Loans
shall be payable in arrears on each Interest Payment Date. Subject to the terms of this
Credit Agreement, the Borrower may make Competitive Bid Quote Requests with respect to new
borrowings of any amounts so repaid prior to the Maturity Date. The provisions of §2.6
shall not apply to Competitive Bid Loans.


 


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§2.11. Cash Collateral.




(a) Certain Credit Support Events. Upon the request of the Agent or the L/C Issuer if,
as of the Letter of Credit Expiration Date (without giving effect to the proviso in such
definition), any Letter of Credit Obligation for any reason remains outstanding, the Borrower
shall, in each case, immediately Cash Collateralize the then outstanding amount of all Letter of
Credit Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the
request of the Agent, the L/C Issuer or the Swingline Lender, the Borrower shall deliver to the
Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect
to §2.12(a)(iv) and any Cash Collateral provided by the Defaulting Lender).




(b) Grant of Security Interest. All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit
accounts at the Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby
grants to (and subjects to the control of) the Agent, for the benefit of the Agent, the L/C Issuer
and the Lenders (including the Swingline Lender), and agrees to maintain, a first priority security
interest in all such cash, deposit accounts and all balances therein, and all other property so
provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for
the obligations to which such Cash Collateral may be applied pursuant
to §2.11(c). If at any time
the Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person
other than
the Agent as herein provided, or that the total amount of such Cash Collateral is less than
the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the
relevant Defaulting Lender will, promptly upon demand by the Agent, pay or provide to the Agent
additional Cash Collateral in an amount sufficient to eliminate such deficiency.




(c) Application. Notwithstanding anything to the contrary contained in this Agreement,
Cash Collateral provided under any of this §2.11 or §§2.8, 2.9, 2.12, 12.2 or 3.2 in respect of
Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific
Letter of Credit Obligations, Swingline Loans, obligations to fund participations therein
(including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such
obligation) and other obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein.




(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting Exposure or other obligations and the interest thereon shall be released promptly
following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise
thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as
appropriate, its assignee following compliance with §18(b)(vi))) or (ii) the Agent’s good faith
determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral
furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default
or Event of Default (and following application as provided in this §2.11 may be otherwise applied
in accordance with §12.4), and (y) the Person providing Cash Collateral and the L/C Issuer or
Swingline Lender, as applicable, may agree that Cash Collateral shall not be released but instead
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§2.12. Defaulting Lenders.




(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a
Defaulting Lender, to the extent permitted by applicable Law:




(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove
any amendment, waiver or consent with respect to this Agreement shall be restricted as set
forth in §25.




(ii) Reallocation of Payments. Any payment of principal, interest, fees or other
amounts received by the Agent for the account of that Defaulting Lender (whether voluntary
or mandatory, at maturity, pursuant to §12 or otherwise, and including any amounts made
available to the Agent by that Defaulting Lender pursuant to §13), shall be applied at such
time or times as may be determined by the Agent as follows: first, to the payment of any
amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a
pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or
Swingline Lender hereunder; third, if so determined by the Agent or requested by the
L/C Issuer or Swingline Lender, to be held as Cash Collateral for future funding
obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter
of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which that Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Agent;
fifth, if so determined by the Agent and the Borrower, to be held in an interest bearing
deposit account and released in order to satisfy obligations of that Defaulting Lender to
fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders,
the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that
Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under
this Agreement; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans or L/C
Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate
share and (y) such Loans or L/C Borrowings were made at a time when the conditions set
forth in §11 were satisfied or waived, such payment shall be applied solely to pay the
Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior
to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting
Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash
Collateral pursuant to this §2.12(a)(ii) shall be deemed paid to and redirected by that
Defaulting Lender, and each Lender irrevocably consents hereto.




 


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(iii) Certain Fees. That Defaulting Lender (x) shall be entitled to receive any
facility fee pursuant to §4.2(a) for any period during which that Lender is a Defaulting
Lender only to extent allocable to the sum of (1) the outstanding amount of the Revolving
Loans funded by it and (2) its Commitment Percentage of the stated amount of Letters of
Credit and Swingline Loans for which it has provided Cash Collateral pursuant to §2.8,
§2.9, §2.11, or §2.12(a)(ii), as applicable (and the Borrower shall (A) be required to pay
to each of the L/C Issuer and the Swingline Lender, as applicable, the amount of such fee
allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be
required to pay the remaining amount of such fee that otherwise would have been required to
have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive
Letter of Credit Fees as provided in §2.9(h).




(iv) Reallocation of Commitment Percentages to Reduce Fronting Exposure. During any
period in which there is a Defaulting Lender, for purposes of computing the amount of the
obligation of each non-Defaulting Lender to acquire, refinance or fund participations in
Letters of Credit or Swingline Loans pursuant to §2.8 and 2.9, the “Commitment Percentage”
of each non-Defaulting Lender shall be computed without giving effect to the Commitment of
that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect
only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event
of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to
acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall
not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting
Lender minus (2) the aggregate outstanding amount of the Revolving Loans of that Lender.




(b) Defaulting Lender Cure. If the Borrower, the Agent, Swingline Lender and the L/C
Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be
deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may
include arrangements with respect to any Cash Collateral), that Lender will, to the extent
applicable, purchase that portion of outstanding Loans of the other Lenders or take such other
actions as the Agent may determine to be necessary to cause the Revolving Loans and funded and
unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by
the Lenders in accordance with their Commitment Percentages (without giving effect to
§2.12(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


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§3. REPAYMENT OF THE LOANS.



§3.1. Maturity. The Borrower unconditionally promises to pay on the Maturity Date, and
there shall become absolutely due and payable on the Maturity Date, all of the Loans outstanding on
such date, together with any and all accrued and unpaid interest and charges thereon.



§3.2. Mandatory Repayments of Loan. If at any time the sum of the Outstanding
Obligations exceeds the Maximum Credit Amount, then the Borrower shall immediately pay the amount
of such excess to the Agent for the respective accounts of the Lenders for application to the
Loans; provided that if after repayment of the Revolving Loans and the Swingline Loans, the
Outstanding Obligations still exceed the Maximum Credit Amount, then the Borrower shall Cash
Collateralize the Letter of Credit Obligations in an amount equal to the remaining excess. If no
Event of Default is then existing, the Borrower may designate which Loans are to be repaid
therewith. The Borrower shall repay Swingline Loans (a) within seven (7) Business Days after the
Borrowing Date thereof and (b) so that Swingline Loans shall not be outstanding for more than a
total of fourteen (14) days during any month. The Borrower shall repay Competitive Bid Loans on or
before the date required under §2.10(l).



§3.3. Optional Repayments of Loans. The Borrower shall have the right, at its
election, to repay the outstanding amount of the Loans, as a whole or in part, on any Business Day,
without penalty or premium; provided that the Borrower shall not have the right to prepay any
Competitive Bid Loan with out the prior written consent of the Lender thereof and the full or
partial prepayment of the outstanding amount of any Eurocurrency Rate Loans made pursuant to this
§3.3 may be made only on the last day of the Interest Period relating thereto, except as set forth
below in this §3.3. The Borrower shall give the Agent prior written notice of any prepayment
pursuant to this §3.3 no later than 10:00 a.m., on (i) the same Business Day as prepayment of any
Base Rate Loans, or (ii) the day that is two (2) Business Days prior to any proposed repayment of
any Eurocurrency Rate Loans, specifying the proposed date of payment of Loans and the principal
amount to be paid. The Agent shall promptly notify each Lender of the principal amount of such
payment to be received by such Lender. Each such partial prepayment of the Loans shall be in an
integral multiple of $1,000,000 and, to the extent requested by the Agent, shall be accompanied by
the payment of all charges outstanding on all Loans and of accrued interest on the principal repaid
to the date of payment. The principal payments so received shall be applied first to the principal of Swingline Loans, next to the
principal of Base Rate Loans other than Swingline Loans and then to the principal of Eurocurrency
Rate Loans. Notwithstanding anything contained herein to the contrary, if the Borrower makes a
full or partial prepayment of a Eurocurrency Rate Loan on a date other than the last day of the
Interest Period relating thereto, the Borrower shall also make the indemnity payments described in
§4.8.


 


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§4. CERTAIN GENERAL PROVISIONS.



§4.1. Closing Fees. On the Effective Date, the Borrower shall pay to Bank of America
and Arranger the fees in the amounts specified in the Fee Letter required to be paid by the
Borrower on or before the Effective Date.




§4.2. Other Fees.




(a) Facility Fee. The Borrower shall pay to the Agent for the accounts of the
Lenders a Facility Fee equal to the sum of each Lender’s Commitment multiplied by the
Applicable Facility Fee Rate. The Facility Fee shall be payable on the basis of the
applicable annual rate quarterly in arrears on or before the first Business Day of each
calendar quarter for the immediately preceding calendar quarter commencing on the first
such date following the date hereof, with a final payment on the Maturity Date or any
earlier date on which the Commitments shall terminate.




(b) Administrative Fee. The Borrower shall pay to the Agent, for the Agent’s
own account, an annual administrative fee as provided in the Fee Letter. The Agent’s fee
shall be payable annually in advance on the Effective Date and on each anniversary thereof
for the following annual period.




(c) Competitive Bid Rate Loan Fee. The Borrower shall pay to the Agent, for
its own account, a non-refundable competitive bid fee equal to (i) $1,500 multiplied by
(ii) the number of Competitive Bid Quote Requests provided to the Agent in any calendar
month (regardless of whether such Competitive Bid Loans are borrowed). Such fee shall be
payable on the first day of each calendar month with respect to any Competitive Bid Quote
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§4.3. Funds for Payments; Computations; Payments Set Aside.




(a) All payments to be made by the Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as expressly provided
herein, all payments of principal, interest, closing fees, Facility Fees and any other
amounts due hereunder (other than as provided in §2.2(b), §4.1, §4.5 and §4.6) or under any
of the other Loan Documents, and all prepayments, shall be made to the Agent, for the
respective accounts of the Lenders, at the Agent’s Head Office, in each case in Dollars in immediately available
funds not later than 2:00 p.m. on the dates specified herein. All payments received by the
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made shall bear
interest for one day.




(b) All computations of interest on the Loans (other than Base Rate Loans) and of other fees
to the extent applicable shall be based on a 360-day year (365 or 366 day year for Base Rate Loans,
including Base Rate Loans determined by reference to the Eurocurrency Rate) and paid for the actual
number of days elapsed. Except as otherwise provided in the definition of the term “Interest
Period” with respect to Eurocurrency Rate Loans, whenever a payment hereunder or under any of the
other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment
shall be extended to the next succeeding Business Day, and such extension of time shall be included
in computing interest and fees in connection with such payment. The outstanding amount of the Loans
as reflected on the Records from time to time shall (absent manifest error) be considered correct
and binding on the Borrower unless within thirty (30) Business Days after receipt by the Agent or
any of the Lenders from Borrower of any notice by the Borrower of such outstanding amount, the
Agent or such Lender shall notify the Borrower to the contrary.




(c) To the extent that any payment by or on behalf of the Borrower is made to the Agent, the
L/C Issuer or any Lender, or the Agent, the L/C Issuer or any Lender exercises its right of setoff,
and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Agent, the L/C Issuer or such Lender in its discretion) to be repaid
to a trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C
Issuer severally agrees to pay to the Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


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§4.4. Taxes.




(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.




(i) Any and all payments by or on account of any obligation of the Borrower hereunder
or under any other Loan Document shall to the extent permitted by applicable laws be made
free and clear of and without reduction or withholding for any Taxes. If, however,
applicable laws require the Borrower or the Agent to withhold or deduct any Tax, such Tax
shall be withheld or deducted in accordance with such laws as determined by the Borrower or
the Agent, as the case may be, upon the basis of the information and documentation to be
delivered pursuant to subsection (e) below.




(ii) If the Borrower or the Agent shall be required by the Code to withhold or deduct
any Taxes, including both United States Federal backup withholding and withholding taxes,
from any payment, then (A) the Agent shall withhold or make such deductions as are
determined by the Agent to be required based upon the information and documentation it has
received pursuant to subsection (e) below, (B) the Agent shall timely pay the full amount
withheld or deducted to the relevant Governmental Authority in accordance with the Code,
and (C) to the extent that the withholding or deduction is made on account of Indemnified
Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so
that after any required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section) the Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would have received
had no such withholding or deduction been made.




(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable laws.




(c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or
(b) above, the Borrower shall, and does hereby, indemnify the Agent, each Lender and the L/C
Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted
by the Borrower or the Agent or paid by the Agent, such Lender or the L/C Issuer, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. The Borrower shall also, and does


 


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 hereby, indemnify the
Agent, and shall make payment in respect thereof within 10 days after demand
therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay to the Agent
as required by clause (ii) of this subsection. A certificate as to the amount of any such payment
or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Agent), or
by the Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error, provided that the Borrower shall not be required to compensate a
Lender, the Agent or the L/C Issuer pursuant to this Section for any such payment or liability
incurred more than 180 days prior to the date that such Lender, the Agent or the L/C Issuer, as the
case may be, provides notice thereof to the Borrower; provided further that, if the
event giving notice to such additional amount is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof.




(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and
the L/C Issuer shall, and does hereby, indemnify the Borrower and the Agent, and shall make
payment in respect thereof within 10 days after demand therefor, against any and all Taxes
and any and all related losses, claims, liabilities, penalties, interest and expenses
(including the fees, charges and disbursements of any counsel for the Borrower or the
Agent) incurred by or asserted against the Borrower or the Agent by any Governmental
Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be,
to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any
documentation required to be delivered by such Lender or the L/C Issuer, as the case may
be, to the Borrower or the Agent pursuant to subsection (e). Each Lender and the L/C
Issuer hereby authorizes the Agent to set off and apply any and all amounts at any time
owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any
other Loan Document against any amount due to the Agent under this clause (ii). The
agreements in this clause (ii) shall survive the resignation and/or replacement of the
Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the
termination of the Total Commitments and the repayment, satisfaction or discharge of all
other Obligations.




(d) Evidence of Payments. Upon request by the Borrower or the Agent, as the case may
be, after any payment of Taxes by the Borrower or by the Agent to a Governmental Authority as
provided in this §4.4, the Borrower shall deliver to the Agent or the Agent shall deliver to the
Borrower, as the case may be, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of any return required by laws to report
such payment or other evidence of such payment reasonably satisfactory to the Borrower or the
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(e) Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the
Borrower and to the Agent, at the time or times prescribed by applicable Laws or when reasonably
requested by the Borrower or the Agent, such properly completed and executed documentation
prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the
Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any
other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or
deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of,
applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to
this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the
applicable jurisdiction.




(ii) Without limiting the generality of the foregoing, if the Borrower is resident for
tax purposes in the United States,




(A) any Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to the Borrower and the Agent executed
originals of Internal Revenue Service Form W-9 or such other documentation or
information prescribed by applicable Laws or reasonably requested by the Borrower
or the Agent as will enable the Borrower or the Agent, as the case may be, to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements; and




(B) each Foreign Lender that is entitled under the Code or any applicable
treaty to an exemption from or reduction of withholding tax with respect to
payments hereunder or under any other Loan Document shall deliver to the Borrower
and the Agent (in such number of copies as shall be requested by the recipient) on
or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of the Borrower or the
Agent, but only if such Foreign Lender is legally entitled to do so), whichever of
the following is applicable:




(I) executed originals of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which the
United States is a party,




(II) executed originals of Internal Revenue Service Form W-8ECI,




(III) executed originals of Internal Revenue Service Form W-8IMY and
all required supporting documentation,


 


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(IV) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in section 881(c)(3)(C) of the
Code and (y) executed originals of Internal Revenue Service Form W-8BEN,
or




(V) executed originals of any other form prescribed by applicable
laws as a basis for claiming exemption from or a reduction in United
States Federal withholding tax together with such supplementary
documentation as may be prescribed by applicable Laws to permit the
Borrower or the Agent to determine the withholding or deduction required
to be made.




(iii) Each Lender shall promptly (A) notify the Borrower and the Agent of any change
in circumstances which would modify or render invalid any claimed exemption or reduction,
and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the re-designation
of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that
the Borrower or the Agent make any withholding or deduction for taxes from amounts payable
to such Lender.




(f) Treatment of Certain Refunds. Unless required by applicable laws, at no time shall
the Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C
Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld
or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If the Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received
a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to
the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Agent, such
Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund),
provided that the Borrower, upon
the request of the Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Agent, such Lender or the L/C Issuer in the event the Agent, such Lender or the
L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall
not be construed to require the Agent, any Lender or the L/C Issuer to make available its tax
returns (or any other information relating to its taxes that it deems confidential) to the Borrower
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§4.5. Additional Costs, Etc. (a) If, as a result of any change or adoption after the
date hereof, any present or future applicable law which expression, as used herein, includes
statutes, rules and regulations thereunder and interpretations thereof by any competent court or by
any governmental or other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any time or from time
to time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or
other fiscal, monetary or other authority (whether or not having the force of law), shall:




(i) subject any Lender or the L/C Issuer to any tax of any kind whatsoever
with respect to this Agreement, any Letter of Credit, any participation in a Letter
of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation
of payments to such Lender or the L/C Issuer in respect thereof (except for
Indemnified Taxes or Other Taxes covered by §4.4 and the imposition of, or any
change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer);
or




(ii) materially change the basis of taxation (except for changes in taxes on
income or profits) of payments to any Lender of the principal of or the interest on
any Loans or any other amounts payable to any Lender under this Agreement or the
other Loan Documents, or




(iii) impose or increase or render applicable (other than to the extent
specifically provided for elsewhere in this Agreement) any special deposit,
reserve, assessment, liquidity, capital adequacy or other similar requirements
(whether or not having the force of law) against assets held by, or deposits in or
for the account of, or Loans by, or commitments of an office of any Lender (except
any reserve requirement contemplated by §4.5(b)), or




(iv) impose on any Lender any other conditions or requirements with respect to
this Agreement, the other Loan Documents, the Loans, the Total Commitment, or any
class of Loans or commitments of which any of the Loans or the Total Commitment
forms a part;



and the result of any of the foregoing is





(A) to increase the cost to such Lender of making, funding, issuing, renewing,
extending or maintaining any of the Loans or such Lender’s Commitment, or




(B) to reduce the amount of principal, interest or other amount payable to
such Lender or the Agent hereunder on account of the Commitments or any of the
Loans, or




(C) to require such Lender or the Agent to make any payment or to forego any
interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of
any sum receivable or deemed received by such Lender or the Agent from the Borrower
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then, and in each such case, the Borrower will, within ten days after submission of the applicable
certificate pursuant to §4.7, pay to such Lender or the Agent, to the extent permitted by law, such
additional amounts as will be sufficient to compensate such Lender or the Agent for such additional
cost, reduction, payment or foregone interest or other sum, provided that the Borrower
shall not be required to compensate a Lender or the Agent pursuant to this Section for any such
additional amounts incurred more than 180 days prior to the date that such Lender or the Agent, as
the case may be, provides notice thereof to the Borrower; provided further that, if
the event giving notice to such additional amount is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof. Notwithstanding
the foregoing provisions of this Section, neither any Lender, the Agent nor the L/C Issuer shall be
entitled to a payment pursuant to this Section if it is not at the time the general policy or
practice of the Lender, the Agent or the L/C Issuer to demand such a payment in similar
circumstances in similar credit agreements.



(b) Reserves on Eurocurrency Rate Loans. The Borrower shall pay to each Lender, as
long as such Lender shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall be due and payable
on each date on which interest is payable on such Loan, provided the Borrower shall have received
at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional
interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest
Payment Date, such additional interest shall be due and payable 10 days from receipt of such
notice.



§4.6. Capital Adequacy. If, as a result of any change or adoption after the date
hereof, any present or future law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) or the interpretation thereof by a court or governmental
authority with appropriate jurisdiction affects the amount of capital required or expected to be
maintained by banks or bank holding companies and any Lender or the Agent determines that the
amount of capital required to be maintained by it is increased by or based upon the existence of
the Loans made or deemed to be made pursuant hereto, then such Lender or the Agent may notify the
Borrower of such fact, and the Borrower within ten days after submission of the applicable
certificate pursuant to §4.7 shall pay to such Lender or the Agent as an additional fee payable
hereunder, such amount as such Lender or the Agent shall determine in good faith and certify in a
notice to the Borrower to be an amount that will adequately compensate such Lender or the Agent in
light of these circumstances for its increased costs of maintaining such capital. Each Lender and the Agent shall allocate such cost increases among its customers in good faith
and on an equitable basis. Notwithstanding the foregoing provisions of this Section, neither any
Lender nor the Agent shall be entitled to a payment pursuant to this Section if it is not at the time the
general policy or practice of the Lender or the Agent to demand such a payment in similar
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§4.7. Certificate. A certificate setting forth any additional amounts payable pursuant
to §§4.5 or 4.6 and a brief explanation (but reasonably detailed) of such amounts which are due,
submitted by any Lender or the Agent to the Borrower shall be conclusive absent manifest error.



§4.8. Indemnity. Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:




(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan
on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);




(b) any failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date
or in the amount notified by the Borrower; or




(c) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to §4.12(b);



including any loss of anticipated profits and any loss or expense, but excluding any other
incidental or consequential damages, arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan or from fees payable to terminate the deposits from which such funds
were obtained. The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.



§4.9. Default Interest and Late Charges. During any period when an Event of Default has
occurred and is continuing, or after the Maturity Date or after judgment has been rendered on any
Note or Loan, Borrower’s right to select Eurocurrency Loans shall cease and the unpaid principal of
all Loans shall, at the option of the Requisite Lenders bear interest at a rate which is four
percentage points (4%) per annum greater than that which would otherwise be applicable to Base Rate
Loans.



§4.10. Inability to Determine Eurocurrency Rate. In the event, prior to the commencement
of any Interest Period relating to any Eurocurrency Rate Loan, the Agent shall determine that
adequate and reasonable methods do not exist for ascertaining the Eurocurrency Rate that would
otherwise determine the rate of interest to be applicable to any Eurocurrency Rate Loan during any
Interest Period, the Agent shall forthwith give notice of such determination (which shall be
conclusive and binding on the Borrower) to the Borrower. In such event (a) any Loan Request with respect to Eurocurrency Rate Loans shall be
automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurocurrency
Rate Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate
Loan, and (c) the obligations of the Lenders to make Eurocurrency Rate Loans shall be suspended
until the Agent determines that the circumstances giving rise to such suspension no longer exist,
whereupon the Agent shall so notify the Borrower.


 


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§4.11. Illegality. Notwithstanding any other provisions herein, if any present or
future law, regulation, treaty or directive or in the interpretation or application thereof shall
make it unlawful for any Lender to make or maintain Eurocurrency Rate Loans, such Lender shall
forthwith give notice of such circumstances to the Borrower and thereupon (a) the Commitment of
such Lender to make Eurocurrency Rate Loans or convert Loans of another Type to Eurocurrency Rate
Loans shall forthwith be suspended and (b) the Eurocurrency Rate Loans then outstanding shall be
converted automatically to Base Rate Loans on the last day of each Interest Period applicable to
such Eurocurrency Rate Loans or within such earlier period as may be required by law. The Borrower
hereby agrees promptly to pay to the Agent for the account of such Lender, upon demand, any
additional amounts necessary to compensate such Lender for any costs incurred by such Lender in
making any conversion in accordance with this §4.11, including any interest or fees payable by such
Lender to lenders of funds obtained by it in order to make or maintain its Eurocurrency Rate Loans
hereunder. If, at any time, the rate of interest, together with all amounts which constitute
interest and which are reserved, charged or taken by the Lenders as compensation for fees, services
or expenses incidental to the making, negotiating or collection of the Loans or the other
Obligations, shall be deemed by any competent court of law, governmental agency or tribunal to
exceed the maximum rate of interest permitted to be charged by any Lender to Borrower under
applicable law, then, during such time as such rate of interest would be deemed excessive, that
portion of each sum paid attributable to that portion of such interest rate that exceeds the
maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal without
penalty (including, without limitation, prepayment fees required pursuant to §4.3(a) hereof). As
used herein, the term “applicable law” shall mean the law in effect as of the date hereof,
provided, however, that in the event there is a change in the law which results in a higher
permissible rate of interest, then this Agreement and the Notes shall be governed by such new law
as of its effective date.




§4.12. Mitigation Obligations; Replacement of Lenders.




(a) Designation of a Different Lending Office. If any Lender requests
compensation under §4.5 or 4.6, or the Borrower is required to pay any additional amount to
any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or
the L/C Issuer pursuant to §4.4, or if any Lender gives a notice pursuant to §4.11, then
such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender or the L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to §4.4, 4.5 or 4.6, as the case may be, in
the future, or eliminate the need for the notice pursuant to §4.11, as applicable, and (ii) in each
case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender
or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or the L/C Issuer in connection with any such
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(b) Replacement of Lenders. If any Lender requests compensation under §4.5 or
4.6, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to §4.4, the Borrower may
replace such Lender in accordance with §31.



§4.13. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on
any of the Loans made by it (other than a Competitive Bid Loan), or the participations in Letter of
Credit Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of
a proportion of the aggregate amount of such Loans or participations and accrued interest thereon
greater than its pro rata share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans and sub-participations in Letter of Credit Obligations and Swingline
Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans and other amounts
owing them, provided that:




(a) if any such participations or sub-participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
sub-participations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




(b) the provisions of this section shall not be construed to apply to (x) any payment
made by or on behalf of the Borrower pursuant to and in accordance with the express terms
of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (y) the application of Cash Collateral provided for in §2.11, or (z)
any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or sub-participations in Letter of Credit Obligations or
Swingline Loans to any assignee or participant, other than an assignment to the Borrower or
any Subsidiary thereof (as to which the provisions of this section shall apply).



The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of setoff and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of the Borrower in the
amount of such participation.





 


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§5. UNENCUMBERED PROPERTIES; NO LIMITATION ON RECOURSE.



§5.1. Unencumbered Properties. The Borrower represents and warrants that each of the
Real Estate Assets listed on Schedule 1.1(a) will on the Effective Date satisfy all of the
conditions set forth in the definition of Unencumbered Property. From time to time during the term
of this Agreement additional Real Estate Assets may become Unencumbered Properties and certain Real
Estate Assets which previously satisfied the conditions set forth in the definition of Unencumbered
Property may cease to be Unencumbered Properties by virtue of property dispositions, creation of
Liens or other reasons. There shall be attached to each Compliance Certificate delivered pursuant
to §7.4(d) or §7.13 an updated listing of the Unencumbered Properties relied upon by the Borrower
in computing the Value of All Unencumbered Properties and the Adjusted Net Operating Income of the
Unencumbered Properties (before reserves are deducted) stated in such Compliance Certificate.
Compliance Certificates delivered pursuant to §2.5(a), §2.9, §2.10(k) or §11.1 may, at Borrower’s
option, include an updated listing of the Unencumbered Properties and shall include such updated
listing whenever a redetermination of the Value of All Unencumbered Properties based on such an
updated listing would result in a decrease by more than $50,000,000 (from that shown on the most
recently delivered Compliance Certificate) in the Value of All Unencumbered Properties by virtue of
property dispositions, creation of Liens or other reasons.



§5.2. Waivers by Requisite Lenders. If any Real Estate Asset fails to satisfy any of
the requirements contained in the definition of Unencumbered Property then the applicable Real
Estate Asset may nevertheless be deemed to be Unencumbered Property hereunder if the Requisite
Lenders grant the necessary waivers and vote to accept such Real Estate Asset as an Unencumbered
Property.



§5.3. Rejection of Unencumbered Properties. If at any time the Agent becomes aware (based
on the Borrower’s failure or inability to so certify or upon receipt of written notice from the
Borrower or any Lender, and without any duty of the Agent to make any independent investigation)
that any Real Estate Asset listed as an Unencumbered Property by the Borrower does not satisfy all
of the requirements of the definition of Unencumbered Property (to the extent not waived by the
Requisite Lenders pursuant to §5.2) it may reject an Unencumbered Property by notice to the
Borrower, and if the Agent so requests the Borrower shall revise the applicable Compliance
Certificate to reflect the resulting change in the Value of All Unencumbered Properties and the
Adjusted Net Operating Income of the Unencumbered Properties.



§5.4. Change in Circumstances. If at any time during the term of this Agreement
Borrower becomes aware that any of the representations contained in §6 are no longer accurate in
any material respect with respect to any Unencumbered Property, it will promptly so notify the
Agent and either request a waiver pursuant to §5.2 or confirm that such Real Estate Asset is no
longer an Unencumbered Property. If any waiver so requested is not granted by the Requisite Lenders
within ten (10) Business Days the Agent shall reject the applicable Unencumbered Property pursuant
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§5.5. No Limitation on Recourse. The Obligations are full recourse obligations of the Borrower and, to the extent provided in the Guaranty, of the Company and the other
Guarantors, and all of their respective Real Estate Assets and other properties shall be available for the
indefeasible payment in full in cash and performance of the Obligations. Notwithstanding anything
to the contrary contained herein, the trustees of Liberty Property Trust shall have no personal
liability of any nature under this document. The Agent and the Lenders shall look solely to the
assets of Liberty Property Trust to satisfy any liability or recourse against Liberty Property
Trust hereunder.



§5.6. Additional Guarantors. If Borrower desires that a Real Estate Asset owned by a
Related Company which is not previously a Guarantor become an Unencumbered Property, then provided
that the applicable Related Company is formed under the laws of one of the United States, such
Related Company shall become a Guarantor upon delivery to the Agent of the following, all in form
and substance reasonably satisfactory to the Agent: (a) a Joinder Agreement in substantially the
form of Exhibit L hereto, (b) good standing certificates, general partner certificates,
secretary certificates, opinions of counsel and such other documents as may be reasonably requested
by the Agent. The Agent shall provide copies of said documents to the Lenders.



§6. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Agent and
each of the Lenders as follows:




§6.1. Authority; Etc.




(a) Organization; Good Standing. The Company (i) is a Maryland real estate
investment trust duly organized, validly existing and in good standing under the laws of
the State of Maryland, (ii) has all requisite power to own its properties and conduct its
business as now conducted and as presently contemplated, and (iii) to the extent required
by law is in good standing as a foreign entity and is duly authorized to do business in the
States in which the Unencumbered Properties are located and in each other jurisdiction
where such qualification is necessary except where a failure to be so qualified in such
other jurisdiction would not have a Materially Adverse Effect. The Borrower is a
Pennsylvania limited partnership, and each Guarantor is a limited partnership or a
Pennsylvania corporation, and each such entity is duly organized, validly existing and in
good standing under the laws of the State of its formation as shown on Schedule
3.1(a), has all requisite power to own its properties and conduct its business as
presently contemplated and is duly authorized to do business in the States in which the
Unencumbered Properties owned by it are located and in each other jurisdiction where such
qualification is necessary except where a failure to be so qualified in such other
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(b) Authorization. The execution, delivery and performance of this Agreement
and the other Loan Documents to which the Borrower or any Guarantor is to become a party
and the transactions contemplated hereby and thereby (i) are within the authority of the
Borrower and each such Guarantor, (ii) have been duly authorized by all necessary
proceedings on the part of the Borrower, such Guarantor and the Company as general partner of Borrower, (iii) do not conflict with or result in any breach or contravention of
any provision of law, statute, rule or regulation to which the Borrower, any Guarantor or
the Company is subject or any judgment, order, writ, injunction, license or permit
applicable to the Borrower, any Guarantor or the Company and (iv) do not conflict with any
provision of the Borrower’s partnership agreement, the Company’s declaration of trust,
charter documents or bylaws, the partnership agreement, charter documents or bylaws of any
of the Guarantors, or any agreement (except agreements as to which such a conflict would
not result in a Material Adverse Effect) or other instrument binding upon, the Borrower or
the Company or to which any of their properties are subject. The execution, delivery and
performance of the Guaranty and the other Loan Documents to which the Company is to become
a party and the transactions contemplated hereby and thereby (i) are within the authority
of the Company, (ii) have been duly authorized by all necessary proceedings on the part of
the Company, (iii) do not conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which the Company is subject or any
judgment, order, writ, injunction, license or permit applicable to the Company and (iv) do
not conflict with any provision of the Company’s charter documents or bylaws, partnership
agreement, declaration of trust, or any agreement or instrument (except agreements or
instruments as to which such a conflict would not result in a Material Adverse Effect)
binding upon the Company or to which any of the Company’s properties are subject.




(c) Enforceability. The execution and delivery of this Agreement and the other
Loan Documents to which the Borrower is or is to become a party will result in valid and
legally binding obligations of the Borrower enforceable against it in accordance with the
respective terms and provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and general equitable principles. The
execution and delivery of the Guaranty and the other Loan Documents to which the Company is
or is to become a party will result in valid and legally binding obligations of the Company
enforceable against the Company in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the enforcement
of creditors rights and general equitable principles.



§6.2. Governmental Approvals and Consents. The execution, delivery and performance by
the Borrower, the Company and each other Guarantor of this Agreement and the other Loan Documents
to which the Borrower, the Company or such other Guarantor is or is to become a party and the
transactions contemplated hereby and thereby do not require the Borrower, the Company or any
Guarantor to obtain the approval or consent of, or require the filing by the Borrower, the Company
or any Guarantor with, any governmental agency or authority, or any third party, other than those already obtained or made.


 


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§6.3. Title to Properties.




(a) Either the Borrower or a Guarantor holds good and clear record and marketable fee simple
title to the Unencumbered Properties, subject to no Liens except for the Permitted Liens; provided
that the Philadelphia Navy Yard is owned by Liberty Property/Synterra Limited Partnership, and
Liberty Property Philadelphia Navy Yard Limited Partnership, which owns a 75% interest in Liberty
Property/Synterra Limited Partnership, is a Guarantor.




(b) Except as indicated on Schedule 6.3 hereto, the Borrower owns all of the
properties reflected in the balance sheet of the Borrower as at the Balance Sheet Date or acquired
since that date (except properties sold or otherwise disposed of in the ordinary course of business
since that date), subject to no rights of others, including any mortgages, leases, conditional
sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.



§6.4.
Financial Statements. The following financial statements
have been furnished to each of the Lenders.




(a) A balance sheet of the Company as of December 31, 2009, and a statement of operations and
statement of cash flows of the Company for the fiscal year then ended, a balance sheet of the
Borrower as of the Balance Sheet Date, and a statement of operations and statement of cash flows of
the Borrower for the fiscal period then ended, all accompanied by an auditor’s report prepared
without qualification by Ernst & Young LLP. Such balance sheets and statements of operations and of
cash flows have been prepared in accordance with Generally Accepted Accounting Principles and
fairly present the financial condition of the Borrower and the Company, respectively as at the
close of business on the date thereof and the results of operations and cash flows for the fiscal
year then ended. There are no contingent liabilities of the Borrower or the Company, respectively,
as of such date involving material amounts, known to the officers of the Company not disclosed in
said balance sheet and the related notes thereto which are required to be so disclosed therein in
accordance with generally accepted accounting principles.




(b) A balance sheet and a statement of operations and statement of cash flows of the Company
and a balance sheet and a statement of operations and statement of cash flows of the Borrower for
each of the fiscal quarters of the Company ended since December 31, 2009 for which the Company has
filed form l0-Q with the SEC, which the Company’s Responsible Officer certifies has been prepared
in accordance with Generally Accepted Accounting Principles (except to the extent otherwise
described in such Form 10-Q) consistent with those used in the preparation of the annual audited
statements delivered pursuant to paragraph (a) above and fairly represents the financial condition
of the Company and the Borrower, respectively, as at the close of business on the dates thereof and
the results of operations and of cash flows for the fiscal quarters then ended (subject to year-end
adjustments). There are no contingent liabilities of the Borrower or the Company as of such dates
involving material amounts, known to the officers of the Company, not disclosed in such balance sheets and the related notes thereto which are
required to be so disclosed therein in accordance with generally accepted accounting
principles.




(c) A statement prepared by the Borrower which sets forth the total Net Operating
Income of the Unencumbered Properties for the fiscal quarter of the Borrower ended on the
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§6.5. No Material Changes, Etc. Since the Balance Sheet Date, there has occurred no
material adverse change in the financial condition or assets or business of the Borrower, as shown
on or reflected in the balance sheet of the Borrower as of the Balance Sheet Date, or the statement
of income for the fiscal year then ended, other than changes in the ordinary course of business
that have not had any Material Adverse Effect either individually or in the aggregate.



§6.6. Franchises, Patents, Copyrights, Etc. The Borrower possesses all franchises,
patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of its business substantially as now conducted without known
conflict with any rights of others, except to the extent the Borrower’s failure to possess the same
does not have a Material Adverse Effect.



§6.7. Litigation. Except as listed and described on Schedule 6.7 hereto, there
are no actions, suits, proceedings or investigations of any kind pending or, to Borrower’s
knowledge, threatened against the Borrower, the Company, any other Guarantor or any of the Related
Companies before any court, tribunal or administrative agency or board that, if adversely
determined, might, either in any case or in the aggregate, have a Material Adverse Effect or
materially impair the right of the Borrower, the Company, any other Guarantor or any of the Related
Companies to carry on business substantially as now conducted by it, or which question the validity
of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant
hereto or thereto, or which would result in a Lien on any Unencumbered Property, or which will
materially adversely affect the ability of the Borrower, any Guarantor or the Company to pay and
perform the Obligations in the manner contemplated by this Agreement and the other Loan Documents.



§6.8. No Materially Adverse Contracts, Etc. Neither the Borrower nor the Company is
subject to any charter, trust or other legal restriction, or any judgment, decree, order, rule or
regulation that has or is expected in the future to have a Material Adverse Effect. Neither the
Borrower nor the Company is a party to any contract or agreement that has or is expected, in the
judgment of the Company’s officers, to have any Material Adverse Effect.



§6.9. Compliance With Other Instruments, Laws, Etc. Neither the Borrower nor the Company is
in violation of any provision of the Borrower’s partnership agreement or of the Company’s charter
documents, by-laws, or any agreement or instrument to which it may be subject or by which it or any of its properties may be bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that is reasonably
likely to result in the imposition of substantial penalties or have a Material Adverse Effect.


 


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§6.10. Tax Status. Each of the Borrower and the Company (a) has made or filed all
federal and state income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject, and (b) has paid all taxes and other governmental assessments
and charges shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith and by appropriate proceedings. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company know of no basis for any such claim.




§6.11. Event of Default. No Default or Event of Default has occurred and is
continuing.



§6.12. Investment Company Act. Neither the Borrower nor the Company nor any of the
Related Companies is an “investment company”, or an “affiliated company” or a “principal
underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of
1940.



§6.13. Absence of Financing Statements, Etc. There is no financing statement, security
agreement, chattel mortgage, real estate mortgage, equipment lease, financing lease, option,
encumbrance or other document existing, filed or recorded with any filing records, registry, or
other public office, that purports to cover, affect or give notice of any present or possible
future lien or encumbrance on, or security interest in, any Unencumbered Property, except Permitted
Liens.



§6.14. Status of the Company. The Company (i) is a REIT, (ii) has not revoked its
election to be a REIT, (iii) has not engaged in any “prohibited transactions” as defined in Section
856(b)(6)(iii) of the Code (or any successor provision thereto), and (iv) for its current “tax
year” (as defined in the Code) is, and for all prior tax years subsequent to its election to be a
real estate investment trust has been, entitled to a dividends paid deduction which meets the
requirements of Section 857 of the Internal Revenue Code. The common stock of the Company is listed
for trading on the New York Stock Exchange.



§6.15. Certain Transactions. Except as set forth on Schedule 6.15 hereto, as
of the date hereof, none of the officers or employees of the Borrower, any Guarantor or the Company
are presently a party to any transaction with the Borrower, any Guarantor or the Company (other
than for services as employees, officers and trustees), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any officer, trustee or
such employee or, to the knowledge of the Borrower and the Company, any corporation, partnership,
trust or other entity in which any officer, trustee or any such employee or natural Person related to such officer, trustee
or employee or other Person in which such officer, trustee or employee has a direct or indirect
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§6.16. Benefit Plans; Multiemployer Plans; Guaranteed Pension Plans. As of the date
hereof as to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, neither the
Borrower nor any ERISA Affiliate maintains or contributes to any Employee Benefit Plan,
Multiemployer Plan or Guaranteed Pension Plan, except as may be set forth on Schedule 6.16. Any
Employee Benefit Plan or Guaranteed Pension Plan that the Borrower or any ERISA Affiliate maintains
or contributes to as of the date of this Agreement or hereafter is or shall be, as applicable,
maintained and operated in compliance with §7.17 hereof.



§6.17. Regulations U and X. No portion of any Loan is to be used for the purpose of
purchasing or carrying any “margin security” or “margin stock” as such terms are used in
Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221
and 224. The Borrower is not engaged and will not engage, principally or as one of its important
activities, in the business of purchasing or carrying “margin stock” or extending credit for the
purpose of purchasing or carrying “margin stock”.



§6.18. Environmental Compliance. The Borrower has caused Phase I environmental
assessments to be conducted with respect to the Real Estate Assets. Based on the information
contained in the reports received by Borrower with respect to said environmental assessments,
Borrower makes the following representations and warranties:




(a) Except as may be set forth on Schedule 6.18, to the best of Borrower’s
knowledge none of the Borrower, the Company, any other Guarantor, any of the Related
Companies or any operator of the Real Estate or any portion thereof, or any operations
thereon is in violation, or alleged material violation, of any judgment, decree, order,
law, license, rule or regulation pertaining to environmental matters (hereinafter
collectively referred to as the “Environmental Laws”), including without limitation, those
arising under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the
Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Federal Clean Water Act,
the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute,
regulation, ordinance, order or decree relating to health, safety or the environment,
including, without limitation, the environmental statutes, regulations, orders and decrees
of the States in which any of the Unencumbered Properties may be located, which violation
would have a Material Adverse Effect or would materially decrease the value of an
Unencumbered Property. The foregoing, representations and warranties that relate to
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(b) Except as set forth on Schedule 6.18 attached hereto, none of Borrower,
any Guarantor, the Company or the Related Companies has received written notice from any
third party including, without limitation any federal, state or local governmental
authority with respect to any of the Unencumbered Properties or otherwise if the same would have a Material Adverse Effect, (i) that it
has been identified by the United States Environmental Protection Agency (“EPA”) as a
potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B
(1986) ; (ii) that any hazardous waste, as defined by 42 U.S.C. §9601(5), any hazardous substances
as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33)
or any toxic substances, oil or hazardous materials or other chemicals or substances or wastes of
any nature regulated by any Environmental Laws (“Hazardous Materials”) which it has generated,
transported or disposed of have been found at any site at which a federal, state or local agency or
other third party has conducted or has ordered that the Borrower, any Guarantor, the Company or any
of the Related Companies conduct a remedial investigation, removal or other response action
pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim,
action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent
or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of
any kind whatsoever in connection with the release of Hazardous Materials. The foregoing,
representations and warranties that relate to Unencumbered Properties shall be subject to the last
sentence of §12.1(e).




(c) Except as set forth on Schedule 6.18 attached hereto and except to the extent the
same would neither have a Material Adverse Effect nor materially decrease the value of an
Unencumbered Property, (i) to the best of Borrower’s knowledge no portion of the Real Estate has
been used for the handling, processing, storage or disposal of Hazardous Materials except in
material compliance with applicable Environmental Laws; and except as set forth on Schedule
6.18, no underground tank or other underground storage receptacle for Hazardous Materials is
located on any portion of the Real Estate; (ii) in the course of any activities conducted by the
Borrower, any Guarantor, the Company, any of the Related Companies or the operators of any Real
Estate, or to the best of Borrower’s knowledge, any ground or space tenants on any Real Estate, no
Hazardous Materials have been generated or are being used on the Real Estate except in material
compliance with applicable Environmental Laws; (iii) there has been no present, or to the best of
Borrower’s knowledge past, releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, disposing or dumping (a “Release”) or threatened Release of
Hazardous Materials on, upon, into or from any Real Estate; (iv) to the best of Borrower’s
knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of
any of the Real Estate which, through soil or groundwater contamination, may have come to be
located on; and (v) to the best of Borrower’s knowledge, any Hazardous Materials that have been
generated on any of the Real Estate have been transported off-site only by carriers having an
identification number issued by the EPA, treated or disposed of only by treatment or disposal
facilities maintaining valid permits as required under applicable Environmental Laws, which
transporters and facilities have been and are, to the best of the Borrower’s knowledge, operating
in material compliance with such permits and applicable Environmental Laws. Notwithstanding that
any representation contained herein may be limited to the knowledge of the Borrower, any such
limitation shall not affect the covenants specified in §7.10 or elsewhere in this Agreement. The
foregoing, representations and warranties that relate to Unencumbered Properties shall be subject
to the last sentence of §12.1(e).




(d) None of the Real Estate is or shall be subject to any applicable environmental clean-up
responsibility law or environmental restrictive transfer law or regulation, solely by virtue of the
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§6.19. Subsidiaries and Affiliates. As of the date hereof, the Borrower has no
Subsidiaries except for the Related Companies listed on Schedule 1.3 and does not have an
ownership interest in any entity whose financial statements are not consolidated with the
Borrower’s except for the Unconsolidated Entities listed on Schedule 1.3. Except as set
forth on Schedule 6.19, as of the date hereof: (a) the Company is not a partner in any
partnership other than Borrower and is not a member of any limited liability company and (b) the
Company owns no material assets other than its partnership interest in Borrower. Schedule
6.19 shall be updated annually at the time of delivery of the financial statements pursuant to
§7.4(a) to reflect any changes, including any subsequent Guarantors and their Subsidiaries, if any.



§6.20. Loan Documents. All of the representations and warranties of the Borrower, any
Guarantor or the Company made in the other Loan Documents or any document or instrument delivered
or to be delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan
Documents are true and correct in all material respects.



§6.21. Buildings on the Unencumbered Properties. Except as set forth on Schedule
6.21, to the best of Borrower’s knowledge there are no material defects in the roof,
foundation, structural elements and masonry walls of the Buildings on the Unencumbered Properties
or their heating, ventilating and air conditioning, electrical, sprinkler, plumbing or other
mechanical systems which would materially decrease the value of such Unencumbered Property. The
foregoing, representations and warranties that relate to Unencumbered Properties shall be subject
to the last sentence of §12.1(e).



§6.22. Insurance. The insurance policies and programs in effect as of the Effective
Date and thereafter with respect to the Real Estate Assets, assets and business of the Company, the
Borrower and the Related Companies are in compliance with §7.7. Schedule 6.22 accurately
sets forth as of the date hereof all insurance policies currently maintained by the Company, the
Borrower and the Related Companies.



§6.23. Disclosure. No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of the Borrower or the Company to the
Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified
or supplemented by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with respect to projected
financial information, the Borrower represents only that such information was prepared in good
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§6.24. Solvency. After giving effect to the Loans to be made or Letters of Credit to
be issued, and the disbursement of the proceeds of such Loans pursuant to the Borrower’s
instructions, each of the Borrower and the Company is Solvent.



§7. AFFIRMATIVE COVENANTS OF THE BORROWER. The Borrower (and the Company, to the extent
applicable with respect to the covenant in the first sentence of §7.6) covenants and agrees as
follows, so long as any Loan or Note or Letter of Credit (or interest or fees thereon) is
outstanding, any Obligation with respect to principal, interest, fees or other non-contingent
liabilities is unsatisfied, or any Lender has any Commitment or other obligations to make Loans or
issue or renew any Letters of Credit:



§7.1. Punctual Payment. The Borrower unconditionally agree to duly and punctually pay
the principal and interest on the Loans and all other amounts provided for in the Notes, this
Agreement, and the other Loan Documents all in accordance with the terms of the Notes, this
Agreement and the other Loan Documents.



§7.2. Maintenance of Office. The Borrower will maintain its chief executive office in
Malvern, Pennsylvania or at such other place in the United States Of America as the Borrower shall
designate upon written notice to the Agent to be delivered within fifteen (15) days of such change,
where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents
may be given or made.



§7.3. Records and Accounts. The Borrower will keep true and accurate records and
books of account in which full, true and correct entries will be made in accordance with Generally
Accepted Accounting Principles.



§7.4. Financial Statements, Certificates and Information. The Borrower will deliver to
each of the Lenders:




(a) as soon as practicable, but in any event not later than ninety (90) days after the
end of each fiscal year of the Borrower, the audited balance sheets of the Borrower and of
the Company at the end of such year, and the related audited statements of operations and
statements of cash flows and Funds From Operations and taxable income for such year, each
setting forth in comparative form the figures for the previous fiscal year and all such
statements to be in reasonable detail, prepared in accordance with Generally Accepted
Accounting Principles on a consolidated basis including the Borrower and the Related
Companies, and accompanied by an auditor’s report prepared by Ernst & Young LLP or by
another independent certified public accountant reasonably acceptable to the Agent and
shall not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit; provided, however, that for so
long as the Borrower and the Company are filing Form 10-K with the SEC, the delivery of a
copy thereof pursuant to paragraph (e) of this §7.4 shall be deemed to satisfy this
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(b) as soon as practicable, but in any event not later than forty-five (45) days after the end
of each of the first three (3) fiscal quarters of the Borrower, copies of the unaudited balance
sheets of the Borrower and of the Company as at the end of such quarter, and the related unaudited
statements of operations and statements of Funds From Operations and estimated taxable income for
the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in
accordance with Generally Accepted Accounting Principles on a consolidated basis including the
Borrower and the Related Companies, together with a certification by the principal financial or
accounting officer of the Company that the information contained in such financial statements
fairly presents the financial position of the Borrower and of the Company on the date thereof
(subject to year-end adjustments); provided, however, that for so long as the Borrower and the
Company are filing Form 10-Q with the SEC, the delivery of a copy thereof pursuant to paragraph (e)
of this §7.4 shall be deemed to satisfy this paragraph (b);




(c) as soon as practicable, but in any event not later than forty-five (45) days after the end
of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of
the last fiscal quarter of each fiscal year of the Borrower, (i) copies of a statement of the
aggregate Net Operating Income for such fiscal quarter for the Unencumbered Properties and a
listing of such properties, prepared on a basis consistent with the statements furnished pursuant
to §6.4(c), and certified by the Company pursuant to a certificate signed on the Company’s behalf
by a Responsible Officer of the Company and, (ii) at the time of the annual financial statements
referred to in subsection (a) above, and, if requested by the Agent, at the time of quarterly
financial statements referred to in subsection (b) above, a statement setting forth the Net
Operating Income for such fiscal quarter for each Unencumbered Property listed by address;




(d) simultaneously with the delivery of the financial statements referred to in subsections
(a) and (b) above, a Compliance Certificate in the form of Exhibit C hereto signed on the
Company’s behalf by a Responsible Officer of the Company and setting forth in reasonable detail
computations evidencing compliance with the covenants contained herein (including §8.2(g), §8.6 and
§§9.1 through 9.7) and (if applicable) reconciliations to reflect changes in Generally Accepted
Accounting Principles since the Balance Sheet Date, and including an updated Schedule 6.19,
if required under §6.19;




(e) as soon as practicable, but in any event not later than ninety (90) days after the end of
each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and
Exchange Commission (“SEC”) for such fiscal year, and as soon as practicable, but in any event not
later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q
statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has
granted an extension for the filing of such statements, Borrower shall deliver such statements to
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(f) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the Borrower, and copies of
all annual, regular, periodic and special reports and registration statements which the Borrower
may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange
Act of 1934, and not otherwise required to be delivered to the Agent pursuant hereto;




(g) promptly, and in any event within five Business Days after receipt thereof by any Related
Company or any Subsidiary thereof, copies of each notice or other correspondence received from the
SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or
possible investigation or other inquiry by such agency regarding financial or other operational
results of any Related Company or any Subsidiary thereof; and




(h) from time to time such other financial data and information as the Agent may reasonably
request including, without limitation, financial statements of any Unconsolidated Entities.



§7.5. Notices.




(a) Defaults. The Borrower will promptly notify the Agent in writing of the occurrence
of any Default or Event of Default of which a Responsible Officer is aware. If any Person shall
give any notice or take any other action in respect of a claimed default (whether or not
constituting a Default or an Event of Default under this Agreement) under any note, evidence of
Indebtedness, indenture or other obligation to which or with respect to which the Borrower, any
Guarantor, the Company or any of the Related Companies is a party or obligor, whether as principal
or surety, and if the principal amount thereof exceeds $15,000,000 (with respect to recourse
obligations) and $30,000,000 (with respect to non-recourse obligations), and such default would
permit the holder of such note or obligation or other evidence of Indebtedness to accelerate the
maturity thereof, the Borrower shall forthwith give written notice thereof to the Agent and each of
the Lenders, describing the notice or action and the nature of the claimed default.




(b) Environmental Events. The Borrower will promptly notify the Agent in writing of
any of the following events: (i) upon Borrower’s obtaining knowledge of any violation of any
Environmental Law regarding an Unencumbered Property or any Real Estate or Borrower’s operations
which violation is reasonably likely to have a Material Adverse Effect; (ii) upon Borrower’s
obtaining knowledge of any potential or known Release, or threat of Release, of any Hazardous
Materials at, from, or into an Unencumbered Property or any Real Estate which it reports in writing
or is reportable by it in writing to any governmental authority and which is material in amount or
nature or which could materially affect the value of such Unencumbered Property or which could have
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of violation of
any Environmental Laws or of any Release or threatened Release of Hazardous Materials, including a
notice or claim of liability or potential responsibility from any third party (including without
limitation any federal, state or local governmental officials) and including notice of any formal
inquiry, proceeding, demand, investigation or other action with regard to (A) Borrower’s or any
Person’s operation of an Unencumbered Property or any Real Estate if the same would have a Material
Adverse Effect, (B) contamination on, from or into an Unencumbered Property or any Real Estate if
the same would have a Material Adverse Effect, or (C) investigation or remediation of off-site
locations at which Borrower or any of its predecessors are alleged to have directly or indirectly
disposed of Hazardous Materials; or (iv) upon Borrower’s obtaining knowledge that any expense or
loss has been incurred by such governmental authority in connection with the assessment,
containment, removal or remediation of any Hazardous Materials with respect to which Borrower, any
Guarantor, the Company or any of the Related Companies may be liable or for which a lien may be
imposed on an Unencumbered Property.




(c) Notification of Liens Against Unencumbered Properties or Other Material Claims.
The Borrower will, promptly after becoming aware thereof, notify the Agent in writing of
any Liens (except Permitted Liens) placed upon or attaching to any Unencumbered Properties
or of any other setoff, claims (including environmental claims), withholdings or other
defenses which could have a Material Adverse Effect.




(d) Notice of Litigation and Judgments. The Borrower will give notice to the Agent in
writing within fifteen (15) days of becoming aware of any litigation, proceedings or material
governmental investigations threatened in writing or any pending litigation, proceedings and
material governmental investigations affecting any of the Unencumbered Properties or affecting
Borrower, any Guarantor, the Company or any of the Related Companies or to which the Borrower, any
Guarantor, the Company or any of the Related Companies is or is to become a party involving an
uninsured claim (or as to which the insurer reserves rights) against the Borrower, any Guarantor,
the Company or any of the Related Companies that at the time of giving of notice could reasonably
be expected to have a Materially Adverse Effect, and stating the nature and status of such
litigation, proceedings or governmental investigation. The Borrower will give notice to the Agent,
in writing, in form and detail reasonably satisfactory to the Agent, within ten (10) days of any
judgment not covered by insurance, final or otherwise, against the Borrower in an amount in excess
of $1,000,000.




(e) Notice of Rating Changes. The Borrower will promptly notify the Agent in writing
of the occurrence of any change in the Moody’s Rating, in the S&P Rating or in the Fitch Rating.




(f) Notice of ERISA Reportable Events. The Borrower will promptly notify the Agent in
writing of the occurrence of any ERISA Reportable Event.


 


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(g) Notice of Changes in Accounting or Financial Reporting Practices. The
Borrower will promptly notify the Agent in writing of the occurrence of any material change
in accounting policies or financial reporting practices by the Borrower or any Related
Company.



Documents required to be delivered pursuant to §§7.4(a), (b), (e) or (f) (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the
Internet at the website address listed in §19; or (ii) on which such documents are posted on the
Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent
have access (whether a commercial, third-party website or whether sponsored by the Agent);
provided that: (i) the Borrower shall deliver paper copies of such documents to the Agent
or any Lender that requests the Borrower to deliver such paper copies until a written request to
cease delivering paper copies is given by the Agent or such Lender and (ii) the Borrower shall
notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such
documents and provide to the Agent by electronic mail electronic versions (i.e., soft
copies) of such documents. The Agent shall have no obligation to request the delivery of or to
maintain paper copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Borrower with any such request by a Lender for
delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.



The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to
the Lenders materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to
the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower
shall be deemed to have authorized the Agent, the Arranger, and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Borrower or its
securities for purposes of United States Federal and state securities laws; (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information;” and (z) the Agent and the Arranger shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion
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§7.6. Existence; Maintenance of REIT Status; Maintenance of Properties. The Company will
do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Maryland trust and its status as a self administered REIT and the existence of Borrower as a Pennsylvania limited partnership. The common shares of beneficial
interest of the Company will at all times be listed for trading on either the New York Stock
Exchange or one of the other major stock exchanges. The Borrower will do or cause to be done all
things necessary to preserve and keep in full force all of its rights and franchises which in the
judgment of the Borrower may be necessary to properly and advantageously conduct the businesses
being conducted by it, the Company or any of the Related Companies. The Borrower (a) will cause all
of the properties used or useful in the conduct of the business of Borrower, the Company or any of
the Related Companies to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be
necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times, and (c) will continue to engage primarily in the businesses
now conducted by it and in related businesses.



§7.7. Insurance. With respect to the Real Estate Assets and other properties and
businesses of Borrower, the Guarantors and the Related Companies, the Borrower will maintain or
cause to be maintained insurance with financially sound and reputable insurers against such
casualties and contingencies as shall be in accordance with the general practices of businesses
engaged in similar activities in similar geographic areas and in amounts, containing such terms, in
such forms and for such periods as may be reasonable and prudent. With respect to the Unencumbered
Properties, such insurance will include all risk casualty insurance for the replacement cost of all
Buildings including loss of rents for 12 months and, to the extent available, flood insurance.



§7.8. Taxes. The Borrower will pay real estate taxes, other taxes, assessments and
other governmental charges against the Real Estate Assets before the same become delinquent, and
will duly pay and discharge, or cause to be paid and discharged, before the same shall become
overdue, all taxes, assessments and other governmental charges imposed upon it and its other
properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or
charge upon any of its properties; provided that any such tax, assessment, charge, levy or claim
need not be paid if the validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Borrower shall have set aside on its books adequate reserves
with respect thereto; and provided further that the Borrower will pay all such
taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to
foreclose any lien that may have attached as security therefor.



§7.9. Inspection of Properties and Books. The Borrower shall permit the Lenders,
through the Agent or any of the Lenders’ other designated representatives, to visit and inspect any
of the Unencumbered Properties to examine the books of account of the Borrower, the Company and the
Related Companies (and to make copies thereof and extracts therefrom) and to discuss the affairs,
finances and accounts of the Borrower with, and to be advised as to the same by, its officers, all
at such reasonable times and intervals as the Agent or any Lender may reasonably request upon reasonable prior notice;
provided, however, that when an Event of Default exists the Agent or any Lender may do any of the foregoing at the expense of the Borrower
at any time during normal business hours and without advance notice.


 


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§7.10. Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will
comply, and will cause each Guarantor and all Related Companies to comply, with (a) all applicable
laws and regulations now or hereafter in effect wherever its business is conducted, including all
Environmental Laws, (b) the provisions of all applicable partnership agreements, charter documents
and by-laws, (c) all agreements and instruments to which it is a party or by which it or any of its
Real Estate Assets may be bound including the Leases, and (d) all applicable decrees, orders, and
judgments except (with respect to (a) through (d) above) to the extent such non-compliance would
not have a Material Adverse Effect. If at any time any permit or authorization from any
governmental Person shall become necessary or required in order that the Borrower, any Guarantor or
the Company may fulfill or be in compliance with any of its obligations hereunder or under any of
the Loan Documents, the Borrower will promptly take or cause to be taken all reasonable steps
within the power of the Borrower to obtain such authorization, consent, approval, permit or license
and furnish the Agent and the Lenders with evidence thereof.



§7.11. Use of Proceeds. Subject to the provisions of §2.5 hereof, the proceeds of the
Loans shall be used by the Borrower for permitted capital expenditures, and for working capital and
other general corporate purposes consistent with the covenants contained herein.




§7.12. INTENTIONALLY OMITTED.



§7.13. Notices of Significant Transactions. The Borrower will notify the Agent in
writing prior to the closing of any of the following transactions pursuant to a single transaction
or a series of related transactions:




(a) The sale or transfer of one or more Real Estate Assets for an aggregate sales
price or other consideration of $75,000,000 or more.




(b) The creation of a Lien on, or the sale or transfer of, any Unencumbered Property
or the sale of any Subsidiary which owns an Unencumbered Property, if such Property’s
contribution to the Value of All Unencumbered Properties (based on the most recently ended
fiscal quarter for which financial statements have been provided pursuant to §7.4) is
$50,000,000 or more.




(c) The creation of Indebtedness of the Borrower or a Related Company exceeding
$100,000,000.




(d) The sale or transfer of the ownership interest of Borrower or any of the Related
Companies in any of the Related Companies or the Unconsolidated Entities if the aggregate consideration to be received by the Borrower or the Related
Companies in connection with such transaction exceeds $100,000,000.


 


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Each notice given pursuant to this §7.13 shall be accompanied by a Compliance Certificate including
an updated list of Unencumbered Properties and demonstrating in reasonable detail compliance, after
giving effect to the proposed transaction, with the covenants contained in §9.1 through §9.7.



§7.14. Further Assurances. The Borrower will cooperate with the Agent and the Lenders
and execute such further instruments and documents and perform such further acts as the Agent and
the Lenders shall reasonably request to carry out to their satisfaction the transactions
contemplated by this Agreement and the other Loan Documents.



§7.15. Environmental Indemnification. The Borrower covenants and agrees that it will
indemnify and hold the Agent and each Lender harmless from and against any and all claims, expense,
damage, loss or liability incurred by the Agent or any Lender (including all reasonable costs of
legal representation incurred by the Agent or any Lender, but excluding, as applicable, for the
Agent or a Lender any claim, expense, damage, loss or liability as a result of the gross negligence
or willful misconduct of the Agent or such Lender) relating to (a) any Release or threatened
Release of Hazardous Materials on any Unencumbered Property or any Real Estate; (b) any violation
of any Environmental Laws with respect to conditions at any Unencumbered Property or any Real
Estate or the operations conducted thereon; or (c) the investigation or remediation of off-site
locations at which the Borrower or its predecessors are alleged to have directly or indirectly
disposed of Hazardous Materials. It is expressly acknowledged by the Borrower that this covenant of
indemnification shall survive the payment of the Loans and shall inure to the benefit of the Agent
and the Lenders, and their successors and assigns.



§7.16. Response Actions. The Borrower (and, to the extent relating to Real Property
owned by it, each Guarantor) covenants and agrees that if any Release or, disposal of Hazardous
Materials shall occur or shall have occurred on any Unencumbered Property or any other Real Estate
if the same would have a Material Adverse Effect, the Borrower (or the Guarantor that owns the
applicable Real Estate) will cause the prompt containment and removal of such Hazardous Materials
and remediation of such Unencumbered Property or Real Estate as necessary to comply with all
Environmental Laws or to preserve the value of such Unencumbered Property or Real Estate to the
extent necessary to avoid a Material Adverse Effect.




§7.17. Employee Benefit Plans.




(a) Representation. The Borrower and its ERISA Affiliates do not currently
maintain or contribute to any Employee Benefit Plan, Guaranteed Pension Plan or
Multiemployer Plan, except as set forth on Schedule 6.16.




(b) Notice. The Borrower will obtain the consent of the Agent prior to the
establishment by the Borrower or any ERISA Affiliate of any Guaranteed Pension Plan, or any other Employee Benefit Plan if the establishment of such Plan
could reasonably be expected to create material liability for the Borrower.


 


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(c) In General. Each Employee Benefit Plan maintained by the Borrower or any
ERISA Affiliate will be operated in compliance in all material respects with the provisions
of ERISA and, to the extent applicable, the Code, including but not limited to the
provisions thereunder respecting prohibited transactions.




(d) Terminability of Welfare Plans. With respect to each Employee Benefit Plan
maintained by the Borrower or an ERISA Affiliate which is an employee welfare benefit plan
within the meaning of §3(1) or §3(2)(B) of ERISA, the Borrower, or the ERISA Affiliate, as
the case may be, has the right to terminate each such plan at any time (or at any time
subsequent to the expiration of any applicable bargaining agreement) without liability
other than liability to pay claims incurred prior to the date of termination.




(e) Multiemployer Plans. Without the consent of the Agent, the Borrower will
not enter into, maintain or contribute to, any multiemployer Plan.




(f) Unfunded or Underfunded Liabilities. The Borrower will not, at any time,
have accruing unfunded or underfunded liabilities with respect to any Employee Benefit Plan
(other than an Employee Benefit Plan which is a “top-hat plan” that is eligible for the
alternate method of compliance with ERISA reporting and disclosure requirements provided in
Department of Labor regulation section 2520.104-23 and which could not reasonably be
expected to create material liability for the Borrower), Guaranteed Pension Plan or
Multiemployer Plan, or permit any condition to exist under any Multiemployer Plan that
would create a withdrawal liability.



§8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. The Borrower (and to the extent provided
herein, each Guarantor) covenants and agrees as follows, so long as any Loan or Note or Letter of
Credit (or interests or fees thereon) is outstanding, or any Obligation with respect to principal,
interest, fees or other non-contingent liabilities is unsatisfied, or any Lender has any Commitment
or other obligation to make any Loans or issue or renew any Letters of Credit:



§8.1. Restrictions on Recourse Indebtedness. Except with the prior written consent of the
Requisite Lenders, the Borrower and the Company will not, and the Borrower will not permit any
Guarantor or any of the Related Companies to create, incur, assume, guarantee or become or remain
liable, contingently or otherwise, with respect to any Recourse Indebtedness described in any one
or more of the following paragraphs:




(a) Indebtedness that creates a violation of any of §9.1 through §9.7;




(b) Indebtedness that constitutes an Investment pursuant to the definition of
Investment, and that creates a violation of §8.2; or




(c) Indebtedness of the Borrower or a Related Company to the Borrower or a Related
Company (other than Indebtedness to a Guarantor) that is not fully subordinated to the Obligations. For the purposes hereof “fully subordinated” means (i) that no
principal or interest on such Indebtedness shall be paid if any Obligation that is due and
payable hereunder has not been paid and (ii) full subordination in the event of a
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§8.2. Restrictions on Investments. The Borrower and the Company will not, and will not
permit any Guarantor or any of the Related Companies to make or permit to exist or to remain
outstanding any Investment, except Investments in:




(a) marketable direct or guaranteed obligations of the United States of America,
Federal Home Loan Mortgage Corporation, Federal National Mortgage Association or any agency
or instrumentality of the United States of America provided such obligations are backed by
the full faith and credit of the United States of America, that mature within one (1) year
from the date of purchase by the Borrower;




(b) demand deposits, certificates of deposit, money market accounts, bankers
acceptances, LIBOR time deposits and time deposits of United States banks having total
assets in excess of $1,000,000,000 or repurchase obligations with a term of not more than 7
days with such banks for underlying securities of the type described in clause (a) of this
§8.2;




(c) securities commonly known as “commercial paper” issued by a corporation organized
and existing under the laws of the United States of America or any state thereof that at
the time of purchase have been rated and the ratings for which are not less than “ P I “ if
rated by Moody’s Investors Services, Inc., and not less than “A I “ if rated by Standard
and Poor’s and participations in short term commercial loans made to such corporations by a
commercial bank which provides cash management services to the Borrower;




(d) Investments existing or contemplated on the date hereof and listed on Schedule
8.2(d) hereto;




(e) Investments in derivatives and hedges made in the ordinary course of the
Borrower’s business in connection with managing risk for which the Borrower and the Related
Companies have actual exposure (and not for speculative purposes) including, without
limitation, Interest Rate Contracts;




(f) Investments in Permitted Acquisitions;


 


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(g) Investments in the following categories so long as the aggregate amount, without
duplication, of all Investments described in this paragraph (g) does not exceed, at any
time, thirty percent (30%) of Total Asset Value and the aggregate amount of each of the
following categories of Investments does not exceed the specified percentage of Total Asset
Value set forth in the following table:



	 	 	 	 	 
	Category of Investment	 	Maximum Percentage of Total Asset Value	 
	Permitted Developments
	 	 	25      	%
	Unconsolidated Entities
	 	 	15      	%
	Undeveloped Land
	 	 	10      	%
	Mortgages and Notes Receivable
	 	 	7.5      	%







(h) Investments by the Borrower in one or more Guarantors or by a Guarantor in the
Borrower or one or more other Guarantors.




(i) Any other Investments approved by the Requisite Lenders.



§8.3. Merger, Consolidation and Other Fundamental Changes. The Borrower and the Company
will not, and will not permit any of the Related Companies to (i) merge, dissolve, liquidate,
consolidate with or into another Person, or sell, transfer or dispose of (whether in one
transaction or a series of transactions) all or substantially all of its assets to or in favor of
any Person, or (ii) agree to or effect any property acquisition or stock acquisition (other than
Permitted Acquisitions in compliance with the other terms of this Agreement), or (iii) enter into
any joint venture or invest in any Unconsolidated Entity; except that so long as no Default exists
or would result therefrom, the following transactions shall be permitted: (A) the Borrower may do
any of the foregoing if the Borrower has provided the Agent with a notice describing such
transaction and, if the reasonably expected financial impact on the Borrower as reflected on its
balance sheet arising from all transactions described in this §8.3 shall exceed 20% of Total Asset
Value or if, with respect to any merger or consolidation, the conditions set forth in clause (D)
are not satisfied, the Borrower shall have obtained the prior consent of the Requisite Lenders; (B)
any merger, consolidation or transfer among the Borrower’s wholly-owned subsidiaries other than
Guarantors, (C) any merger or consolidation of any one or more Guarantors into the Borrower or
another Guarantor or any transfer from a Guarantor to the Borrower or another Guarantor, or (D) any
merger or consolidation with respect to which all of the following are satisfied: (1) the surviving
entity is Borrower, the Company or any other Guarantor and there is no substantial change in senior
management of the Company, (2) the other entity or entities involved in such merger or
consolidation are engaged in the same line of business as Borrower, and (3) following such
transaction, the Borrower and the Company will not be in breach of any of the covenants,
representations or warranties of this Agreement. Except as set forth on Schedule 6.19, the
Company will not own or acquire any material assets other than its partnership interest in the
Borrower. If the Company is the surviving entity in a merger, the assets acquired pursuant thereto
will be immediately transferred to the Borrower.



§8.4. Sale and Leaseback. The Borrower will not enter into any arrangement, directly
or indirectly, whereby the Borrower shall sell or transfer any property owned by it in order then
or thereafter to lease such property or lease other property that the Borrower intends to use for substantially the same purpose as the property being sold or transferred. The Company will not, nor
will the Borrower permit any of the Related Companies to, enter into any such arrangement.


 


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§8.5. Compliance with Environmental Laws. The Borrower and the Company will not do,
and will not permit any of the Related Companies to do, any of the following: (a) use any of the
Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal
of Hazardous Materials except for immaterial amounts of Hazardous Materials used in the routine
maintenance and operation of the Real Estate and in compliance with applicable law, (b) cause or
permit to be located on any of the Real Estate any underground tank or other underground storage
receptacle for Hazardous Materials which is reasonably likely to result in material liability under
Environmental Laws, (c) generate any Hazardous Materials on any of the Real Estate except in
material compliance with Environmental Laws, or (d) conduct any activity at any Real Estate or use
any Real Estate in any manner so as to cause a Release which is reasonably likely to result in
material liability under Environmental Laws.



§8.6. Distributions. The Company and the Borrower shall not permit the total
Distributions by them during any fiscal year to exceed 90% of Funds from Operations for such year,
except that such limitation on Distributions may be exceeded to the extent necessary for the
Company to maintain its REIT status if the Company provides the Agent with a letter from its
accountants or attorneys setting forth the basis for computation of the amount of such necessary
excess Distributions prior to the making of such Distribution. Notwithstanding the foregoing,
during any period when any Default or Event of Default has occurred and is continuing the total
Distributions by the Borrower and the Company will not exceed the minimum amount necessary for the
Company to maintain its REIT status. The Guarantors (other than the Company) will not make any
Distributions except Distributions to the Borrower.



§8.7. Equity Repurchase Payments. The Borrower and the Company shall not make any
Equity Repurchase Payments during any period when any Default or Event of Default has occurred and
is continuing or would occur after giving effect thereto.



§8.8. Preferred Distributions. During any period when any Event of Default has
occurred and is continuing the Borrower and the Company shall not make any Preferred Distributions.



§8.9. Liens. The Borrower and the Company will not, and will not permit any Related
Company to, create, incur, assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, except:




(a) Permitted Liens;




(b) Liens securing Secured Indebtedness, the incurrence of which is not prohibited by
Article IX; and




(c) other Liens on a Property which is not an Unencumbered Property, so long as such
Liens would not have a Material Adverse Effect or constitute or result in a Default or an
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Notwithstanding the foregoing provisions of this §8.9, the failure of any Unencumbered Property to
comply with the covenants set forth in this §8.9 shall result in such Unencumbered Property’s no
longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall
not by itself constitute a Default or Event of Default, unless such non-qualification otherwise
constitutes or results in a Default or Event of Default.



§8.10. Negative Pledge. From and after the date hereof, none of the Borrower, the
Company, nor any other Guarantor shall enter into or permit to exist, and none of the Borrower, the
Company, nor any other Guarantor will permit any Related Company to enter into or permit to exist,
any agreement or arrangement (i) containing any provision prohibiting or restricting the creation
or assumption of any Lien upon its properties (other than mechanics liens or judgment liens more
than 30 days past due and other than with respect to prohibitions on liens set forth in a mortgage
or any related loan agreement or joint venture agreement on a particular property which is not an
Unencumbered Property), revenues or assets, whether now owned or hereafter acquired, or (ii)
prohibiting or restricting the ability of a such party to amend or modify this Agreement or any
other Loan Document, or (iii) prohibiting or restricting the ability of any Related Company to make
or pay dividends or distributions to the Company, the Borrower or any other Guarantor.



§8.11. Transactions with Affiliates. The Borrower, the Company and the other Guarantors
will not, and will not permit any Related Company to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary
course of business at prices and on terms and conditions not less favorable to such party or such
Related Company than could be obtained on an arm’s-length basis from unrelated third parties, (b)
transactions between or among the Related Companies, (c) payment of compensation, perquisites and
fringe benefits arising out of any employment or consulting relationship, and (d) any such
Transactions between or among the Borrower and/or any Guarantor.



§8.12. Change in Nature of Business. The Borrower, the Company and the other
Guarantors will not engage in any material line of business substantially different from the line
of business conducted by the Related Companies on the date hereof or any Related Business.



§8.13. Dispositions. The Borrower, the Company and the other Guarantors will not, and
will not permit and Related Company to, sell transfer and otherwise dispose of any asset unless the
Borrower complies with §7.13 to the extent applicable, and after giving effect thereto no Default
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§9. FINANCIAL COVENANTS OF THE BORROWER. The Borrower covenants and agrees as follows, so long
as any Loan, Note or Letter of Credit is outstanding, or any Obligation with respect to principal, interest, fees or other non-contingent liabilities is unsatisfied, or
any Lender has any Commitment or other obligation to make any Loan or issue or renew any Letter of
Credit:



§9.1. Unsecured Debt to Value of All Unencumbered Properties. The Borrower will not at
any time permit the ratio of Unsecured Indebtedness to the Value of All Unencumbered Properties to
exceed 60%.



§9.2. Total Debt to Total Asset Value. The Borrower will not at any time permit the
ratio of Total Debt to Total Asset Value to exceed 60%.



§9.3. Maximum Secured Debt. The Borrower will not at any time permit the ratio of
Secured Indebtedness to Total Asset Value to exceed thirty-five percent (35%).



§9.4. Minimum Tangible Net Worth. The Borrower will not as of any Borrowing Date or as
of the end of any fiscal quarter of the Borrower (each such date is referred to herein as a
“Specified Date”) permit the Tangible Net Worth of the Borrower to be less than $2,242,000,000 plus
75% of Net Offering Proceeds after June 30, 2010.



§9.5. Unencumbered Interest Coverage Ratio. The Borrower will not as of any Specified
Date permit the ratio of its Adjusted Net Operating Income from all Unencumbered Properties to
Interest Expense on Unsecured Indebtedness to be less than 2.00 to 1.0 for any fiscal quarter.



§9.6. Adjusted EBITDA to Fixed Charges. The Borrower will not as of any Specified Date
permit the ratio of its Adjusted EBITDA to Fixed Charges to be less than 1.50 to 1.0 for any fiscal
quarter.



§9.7. Unencumbered Debt Yield. The Borrower will not, as of any Specified Date,
permit the ratio of Adjusted Net Operating Income from all Unencumbered Properties for any quarter
then ended multiplied by four (4) to Unsecured Indebtedness to be less than twelve percent (12%).



§9.8. Pro Forma Calculations. The Borrower shall comply with the financial ratios set
forth in §9.1 through §9.7 as of each Borrowing Date. The Borrower shall recalculate such financial
ratios referred to in §9.1 through §9.3 and §9.7 by adding the amount equal to the Indebtedness
associated with the Loans to be made on such Borrowing Date to the Indebtedness reflected on the
most recently available financial statements, and adding thereto any Indebtedness incurred since
the date of such financial statement (less any Indebtedness repaid, retired, or forgiven during
such period) and adding thereto the value of such assets (determined at cost) acquired with such
Indebtedness to Total Asset Value and Value of All Unencumbered Properties, if applicable (less the
value of any assets sold during such period). The Borrower shall deliver its certificate, signed on
its behalf by a Responsible Officer of the Borrower, certifying that the pro forma calculations as
of such Borrowing Date demonstrate the Borrower’s compliance with the covenants and financial ratios set forth in §9.1 through §9.7.


 


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§9.9. Covenant Calculations.




(a) For purposes of the calculations to be made pursuant to §8.2(g) and §9.1 to §9.7
(and the definitions used therein), the relevant financial statements and terms will (1) be
adjusted to include minority interests relating to the Borrower’s operating partnership
units and (2) exclude the minority interests effect relating to consolidation of
investments in non-wholly owned subsidiaries under Interpretation No. 46 of the Financial
Accounting Standards Board (other than with respect to the Philadelphia Navy Yard so long
as its financial results are consolidated with those of the Borrower under Generally
Accepted Accounting Principles).




(b) For purposes of calculating the financial covenants in §8.2(g), §8.6 and §9.1
through §9.7 (including the definitions used therein), (a) Adjusted EBITDA, Adjusted Net
Operating Income, EBITDA, Fixed Charges, Interest Expenses, Net Operating Income, Total
Asset Value, shall be calculated, and without duplication, to include the pro-rata share
(as determined by their respective percentage interests in the profits and losses of such
Unconsolidated Entity) of results or value attributable to the Borrower and its
Subsidiaries from Unconsolidated Entities and (b) Total Debt shall be calculated as
follows: (i) if the Indebtedness of a Unconsolidated Entity is recourse to the Borrower or
one of its Subsidiaries, then Total Debt shall include the amount of such Indebtedness that
is recourse to such Person, without duplication, and (ii) if the Indebtedness of such
Unconsolidated Entity is not recourse to the Borrower or one of its Subsidiaries, then
Total Debt shall include such Person’s pro-rata share of such Indebtedness as determined by
its percentage interest in the profits and losses of such Unconsolidated Entity.



§10. CONDITIONS TO EFFECTIVENESS. This Agreement shall become effective when each of the
following conditions precedent have been satisfied:



§10.1. Loan Documents. Each of the Loan Documents shall have been duly executed and
delivered by the respective parties thereto, shall be in full force and effect and shall be in form
and substance satisfactory to each of the Lenders. Each Lender shall have received a fully executed
copy of each such document prior to or on the Effective Date.



§10.2. Certified Copies of Organization Documents; Good Standing Certificates. The
Agent shall have received (i) a Certificate of the Company to which there shall be attached (A)
complete copies of the Borrower’s Limited Partnership Agreement and its Certificate of Limited
Partnership, certified as of a recent date by the Secretary of State of Pennsylvania and (B) a copy
of the Company’s Declaration of Trust certified by the Maryland Secretary of State and (C) true
copies of the Company’s by-laws and the resolutions adopted by its Board of Directors authorizing
the transactions described herein, each certified by its secretary to be true and complete and in
effect on the Effective Date, (ii) Certificates of Good Standing for the Borrower from the State of
Pennsylvania and each State in which an Unencumbered Property is located, (iii) Certificates of
Good Standing for the Company from the State of Maryland and the Commonwealth of Pennsylvania, and (iv) certificates of good standing and certificates from the
Borrower certifying as to the applicable organizational documents of the Guarantors.


 


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§10.3. By-laws; Resolutions. All action on the part of the Borrower and each Guarantor
necessary for the valid execution, delivery and performance by the Borrower and each Guarantor of
this Agreement and the other Loan Documents to which it is or is to become a party shall have been
duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided
to the Agent.



§10.4. Incumbency Certificate; Authorized Signers. The Agent shall have received from
the Company an incumbency certificate, dated as of the Effective Date, signed by a duly authorized
officer of the Company and giving the name and bearing a specimen signature of each individual who
shall be authorized: (a) to sign, in the name and on behalf of the Company (in its own capacity and
as general partner on behalf of Borrower and on behalf of each Guarantor which is a partnership),
each of the Loan Documents to which the Borrower, any Guarantor or the Company is or is to become a
party; (b) to make Loan Requests and Conversion Requests on behalf of the Borrower; and (c) to give
notices and to take other action on behalf of the Borrower under the Loan Documents.



§10.5. Opinions of Counsel Concerning Organization and Loan Documents. Each of the
Lenders and the Agent shall have received favorable opinions from Borrower’s and Guarantors’
counsel addressed to the Lenders and the Agent and dated as of the Effective Date, in form and
substance satisfactory to the Agent.



§10.6. Payment of Fees. The Borrower shall have paid to the Agent the fees pursuant to
§4.1 and shall have paid all other expenses as provided in §15 hereof then outstanding.



§10.7. Closing Certificate. The Borrower shall have delivered to the Agent a
certificate of the Borrower, signed on its behalf by a Responsible Officer, certifying that the
conditions specified in §§10.1-10.6, §10.8 and §11.1 have been satisfied and that there has been no
event or circumstance in the business, operations, financial or other condition or prospects of the
Borrower, the Company or any Related Company since the Balance Sheet Date, that has had or could be
reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.



§10.8. Compliance Certificate. The Borrower shall have provided to the Agent and each
of the Lenders a certificate of the Company, signed on its behalf by a Responsible Officer,
certifying as to pro forma compliance with the financial covenants in §8.2(g) and §9 as of the
Effective Date, taking into account any Loans to be made or Letters of Credit to be issued on such
date.



Without limiting the generality of the provisions of the last paragraph of §14.3, for purposes of determining compliance with the conditions specified in this §10, each Lender
that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such
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§11. CONDITIONS TO ALL CREDIT ADVANCES. The obligations of the Lenders to make any Loan or to
issue, amend, renew or extend any Letter of Credit, whether on or after the Effective Date, shall
also be subject to the satisfaction of the following conditions precedent:



§11.1. Representations True; No Event of Default; Compliance Certificate. Each of the
representations and warranties of the Borrower and the Guarantors contained in this Agreement, the
other Loan Documents or in any document or instrument delivered pursuant to or in connection with
this Agreement shall be true as of the date as of which they were made and shall also be true in
all material respects at and as of the time of the making of such Loan or the issuance of such
Letter of Credit, with the same effect as if made at and as of that time (except to the extent of
changes resulting from transactions contemplated or permitted by this Agreement and the other Loan
Documents and changes occurring in the ordinary course of business that singly or in the aggregate
are not materially adverse, except to the extent that such representations and warranties relate
expressly to an earlier date, and except to the extent that such representation and warranty is
qualified by materiality, in which case it shall be true in all respects); the Borrower shall have
performed and complied with all terms and conditions herein required to be performed by it or prior
to the Borrowing Date of such Loan or the issuance date of such Letter of Credit; and no Default or
Event of Default shall have occurred and be continuing on the date of any Loan Request or on the
Borrowing Date of such Loan or on the date of any Letter of Credit Application or on the issuance
date of such Letter of Credit or would occur as a result of the making of such Loan or the issuance
of such Letter of Credit. Each of the Lenders shall have received a Compliance Certificate of the
Borrower, signed on its behalf by a Responsible Officer, to such effect, which certificate will
include, without limitation, computations evidencing compliance with the covenants contained in
§9.1 through §9.7 hereof after giving effect to such requested Loan or Letter of Credit.



§11.2. No Legal Impediment. No change shall have occurred after the date of this
Agreement in any law or regulations thereunder or interpretations thereof that in the reasonable
opinion of any Lender would make it illegal for such Lender to make such Loan or to hold an
interest in such Letter of Credit.



§11.3. Governmental Regulation. Each Lender shall have received such statements in
substance and form reasonably satisfactory to such Lender as such Lender shall require for the
purpose of compliance with any applicable regulations of the Comptroller of the Currency or the
Board of Governors of the Federal Reserve System.



§11.4. Proceedings and Documents. All proceedings in connection with the transactions
contemplated by this Agreement, the other Loan Documents and all other documents incident thereto
shall be reasonably satisfactory in substance and in form to the Agent, and the Lenders shall have received all information and such counterpart originals
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Each Loan Request or Letter of Credit Application (other than a Loan Request requesting only a
conversion of any Loan (other than a Competitive Bid Loan) to the other Type or a continuation of
Eurocurrency Rate Loan (other than a Competitive Bid Loan)) submitted by the Borrower, and each
amendment, renewal, or extension of any Letter of Credit shall be deemed to be a representation and
warranty that the conditions specified in §11.1 have been satisfied on and as of the applicable
Borrowing Date or date on which a Letter of Credit is issued.




§12. EVENTS OF DEFAULT; ACCELERATION; ETC.



§12.1. Events of Default. If any of the following events (“Events of Default” or, if
the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse
of time, “Defaults”) shall occur:




(a) the Borrower shall fail to pay any principal of the Loans when the same shall
become due and payable;




(b) the Borrower shall fail to pay any interest or fees on the Loans or any other sums
due hereunder or under any of the other Loan Documents when the same shall become due and
payable, and such failure shall continue unremedied for three (3) days;




(c) the Borrower or the Company shall fail to comply with any of its covenants
contained in §7.5, the first sentence of §7.6, §7.11, §7.13, §8 or §9 hereof;




(d) the Borrower, any Guarantor or the Company shall fail to perform any other term,
covenant or agreement contained herein or in any of the other Loan Documents (other than
those specified elsewhere in this §12) for thirty (30) days after written notice of such
failure from Agent to the Borrower;




(e) any representation or warranty of the Borrower or any Guarantor in this Agreement
or any of the other Loan Documents or in any other document or instrument delivered
pursuant to or in connection with this Agreement, shall prove to have been false in any
material respect (or in all respects, to the extent that such representation or warranty is
qualified by materiality) upon the date when made or deemed to have been made or repeated;
provided, however, that with respect to the representations and warranties of the Borrower
contained in §6.2, §6.3, §6.13, §6.18 and §6.21, if the condition or event making the
representation and warranty false is capable of being cured by the Borrower, no enforcement
action has been commenced against the Borrower or the applicable Unencumbered Property on
account of such condition or event, the applicable Unencumbered Property is not subject to
risk of forfeiture due to such condition or event, and the Borrower promptly commences the
cure thereof after the Borrower’s first obtaining knowledge of such condition or event, the
Borrower shall have a period of thirty (30) days after the date that the Borrower first
obtained knowledge of such condition or event during which the Borrower may cure such
condition or event (or, if such condition or event is not reasonably capable of being cured
within such thirty (30) day period, such additional period of time as may be reasonably
required in order to cure such condition or event but in any event such period shall not exceed six (6) months from the date
that the Borrower first obtained knowledge of such condition or event), and no Event of Default
shall exist hereunder during such thirty (30) day or additional period so long as the Borrower
continuously and diligently pursues the cure of such condition or event and the other conditions to
such cure period have not changed. Notwithstanding the foregoing, the failure of any Unencumbered
Property to comply with such representations shall result in such Unencumbered Property’s no longer
qualifying as Unencumbered Property under this Agreement while such non-compliance is in effect,
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(f) the Borrower, the Company or any of the Related Companies shall fail to pay at maturity,
or within any applicable period of grace, any Recourse Indebtedness, or shall fail to observe or
perform any material term, covenant or agreement contained in any agreement by which it is bound,
evidencing or securing Indebtedness for such period of time as would permit (assuming the giving of
appropriate notice if required and the passage of any applicable grace or cure periods) the holder
or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof,
unless in any event the aggregate amount of all such defaulted Recourse Indebtedness is less than
$30,000,000.00;




(g) any of the Borrower, the Company or any other Guarantor shall make an assignment for the
benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts
as they mature or become due, or shall petition or apply for the appointment of a trustee or other
custodian, liquidator or receiver of any substantial part of its properties or shall commence any
case or other proceeding under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or
hereafter in effect, or shall take any action to authorize or in furtherance of any of the
foregoing, or if any such petition or application shall be filed or any such case or other
proceeding shall be commenced against any such Person and such Person shall indicate its approval
thereof, consent thereto or acquiescence therein or any of the events described in this paragraph
shall occur with respect to any other Related Company or any Unconsolidated Entity and such event
shall have a Material Adverse Effect;




(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower, the Company, or
any other Guarantor, or its debts, or of a substantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii)
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower, the Company, or any other Guarantor or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered, or any of the events described
in this paragraph shall occur with respect to any other Related Company or any Unconsolidated Entity and
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(i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty
days, whether or not consecutive, any uninsured final judgment against the Borrower that, with
other outstanding uninsured final judgments, undischarged, against the Borrower, the Company or any
of the Related Companies, exceeds in the aggregate $30,000,000;




(j) if any of the Loan Documents or any material provision of any Loan Documents shall be
unenforceable, cancelled, terminated, revoked or rescinded otherwise than in accordance with the
terms thereof or with the express prior written agreement, consent or approval of the Agent, or any
action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or
rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower, any Guarantor
or the Company, or any court or any other governmental or regulatory authority or agency of
competent jurisdiction shall make a determination that, or issue a judgment, order, decree or
ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or
unenforceable in accordance with the terms thereof;




(k) the Borrower, any Guarantor or the Company shall be indicted for a federal crime, a
punishment for which could include the forfeiture of any assets of the Borrower;




(l) the Borrower shall fail to pay, observe or perform any term, covenant, condition or
agreement contained in any agreement, document or instrument evidencing, securing or otherwise
relating to any Indebtedness of the Borrower to any Lender (other than the Obligations) and/or
relating to any Permitted Lien (other than the Obligations) within any applicable period of grace
provided for in such agreement, document or instrument;




(m) an ERISA Reportable Event shall have occurred that, in the opinion of the Requisite
Lenders, when taken together with all other ERISA Reportable Events that have occurred, could
reasonably be expected to result in liability of the Related Companies in an aggregate amount
exceeding $5,000,000;




(n) the Company shall at any time fail to retain direct or indirect management and Control of
the Borrower;




(o) a Change of Control shall occur;




(p) any “Event of Default”, as defined in any of the other Loan Documents shall occur;



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§12.2. Remedies. If any Event of Default occurs and is continuing, the Agent shall, at the
request of, or may, with the consent of, the Requisite Lenders, take any or all of the following
actions:




(a) declare the Commitment of each Lender to make Loans and any obligation of the L/C
Issuer to issue, renew or extend Letters of Credit to be terminated, whereupon such
Commitments and obligation shall be terminated;




(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the Borrower;




(c) require that the Borrower Cash Collateralize the Letter of Credit Obligations (in
an amount equal to the then outstanding amount thereof); and




(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and
remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;



provided, however, that upon the occurrence of any Event of Default specified in
§12.1(g) or §12.1(h) with respect to the Borrower, the obligation of each Lender to make Loans and
any obligation of the L/C Issuer to issue, renew or extend Letters of Credit shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts
as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the Letter of Credit Obligations as aforesaid shall automatically become effective,
in each case without further act of the Agent or any Lender.



§12.3. Remedies Cumulative. No remedy herein conferred upon any Lender or the Agent
or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or any other provision of law.



§12.4. Distribution of Enforcement Proceeds. In the event that, following the
occurrence or during the continuance of any Default or Event of Default, the Agent or any Lender as
the case may be, receives any monies in connection with the enforcement of any of the Loan
Documents, such monies shall, subject to the provisions of §2.11 and §2.12, be distributed for
application as follows:




(a) First, to the payment of, or (as the case may be) the reimbursement of the Agent
for or in respect of all reasonable costs, expenses, disbursements and losses which shall
have been incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or
enforcement by the Agent of all or any of the rights, remedies, powers and privileges of
the Agent or the Lenders under this Agreement or any of the other Loan Documents or in
support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may
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(b) Second, to all other Obligations in such order or preference as the Requisite
Lenders may determine; provided, however, that distribution in respect of such Obligations
shall be made among the Lenders pro rata in accordance with each Lender’s respective Credit
Exposure; and provided, further, that the Agent may in its discretion make proper allowance
to take into account any Obligations not then due and payable;




(c) Third, to the Agent for the account of the L/C Issuer, to Cash Collateralize that
portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of
Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant
to §§2.9 and 2.11;




(d) Fourth, upon payment and satisfaction in full or other provisions for payment in
full satisfactory to the Requisite Lenders and the Agent of all of the Obligations, and the
deposit in any Cash Collateral account established pursuant to §2.11 of the amount required
thereby, to the payment of any obligations required to be paid pursuant to laws applicable
to the enforcement proceedings; and




(e) Fifth, the excess, if any, shall be returned to the Borrower or to such other
Persons as are legally entitled thereto.




Subject to §§2.9(c) and 2.11, amounts used to Cash Collateralize the aggregate undrawn
amount of Letters of Credit pursuant to clause Third above shall be applied to
satisfy drawings under such Letters of Credit as they occur. If any amount remains on
deposit as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.



§13. SETOFF. Borrower hereby grants to each Lender, a continuing lien, security interest and
right of setoff as security for all liabilities and obligations to such Lender hereunder, whether
now existing or hereafter arising, upon and against all deposits, credits, collateral and property,
now or hereafter in the possession, custody, safekeeping or control of such Lender or in transit to
it. At any time, without demand or notice (any such notice being expressly waived by Borrower), any
Lender may setoff the same or any part thereof and apply the same to any liability or obligation of
Borrower hereunder even though unmatured and regardless of the adequacy of any other collateral
securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS
RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER OR ANY
GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY THE BORROWER. Each of the Lenders agrees with each other
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shall receive from the Borrower, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross
action, enforcement of the claim evidenced by the Notes held by such Lender by proceedings against
the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation,
receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the
Note or Notes held by such Lender any amount in excess of its ratable portion of the payments
received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender
will make such disposition-and arrangements with the other Lenders with respect to such excess,
either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall
result in each Lender receiving in respect of the Notes held by it its proportionate payment as
contemplated by this Agreement; provided that if all or any part of such excess payment is
thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the
amount restored to the extent of such recovery, but without interest, unless the Lender from whom
such payment is recovered is required to pay interest thereon, in which case each Lender returning
funds to such Lender shall pay its allocable share of such interest based on the period of time
that it was in possession of the funds being returned. Notwithstanding the foregoing, in the event
that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off
shall be paid over immediately to the Agent for further application in accordance with the
provisions of §2.12 and, pending such payment, shall be segregated by such Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the
Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail
the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.




§14. THE AGENT.



§14.1. Appointment and Authority. Each of the Lenders and the L/C Issuer hereby
irrevocably appoints Bank of America to act on its behalf as the Agent hereunder and under the
other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise
such powers as are delegated to the Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this Article are solely
for the benefit of the Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any
Guarantor nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions.



§14.2. Rights as a Lender. The Person serving as the Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not the Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend
money to, act as the financial advisor or in any other advisory capacity for and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such
Person were not the Agent hereunder and without any duty to account therefor to the Lenders.




 


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§14.3. Exculpatory Provisions. The Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Agent:




(a) shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing;




(b) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that the Agent is required to exercise as directed in
writing by the Requisite Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided
that the Agent shall not be required to take any action that, in its opinion or the opinion
of its counsel, may expose the Agent to liability or that is contrary to any Loan Document
or applicable law; and




(c) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is communicated to or
obtained by the Person serving as the Agent or any of its Affiliates in any capacity.



The Agent shall not be liable for any action taken or not taken by it (i) with the consent or
at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall
be necessary, or as the Agent shall believe in good faith shall be necessary, under the
circumstances as provided in §§25 and 12.2) or (ii) in the absence of its own gross negligence or
willful misconduct. The Agent shall be deemed not to have knowledge of any Default (other than a
Default under §12.1(a) or §12.1(b) (with respect to interest and fees)) unless and until notice
describing such Default is given to the Agent by the Borrower, a Lender or the L/C Issuer.



The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in §10 or 11 or elsewhere herein, other than to confirm
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§14.4. Reliance by Agent. The Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made
to it
orally or by telephone and believed by it to have been made by the proper Person, and shall not
incur any liability for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to
the satisfaction of a Lender or the L/C Issuer, the Agent may presume that such condition is
satisfactory to such Lender or the L/C Issuer unless the Agent shall have received notice to the
contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of
such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



§14.5. Delegation of Duties. The Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of
its duties and exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties
of the Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Agent.



§14.6. Resignation or Removal of Agent. The Agent may at any time (a) give notice of
its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by written notice
of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence
or willful misconduct in the performance of its duties under the Loan Documents, as determined by a
court of competent jurisdiction by a final and non-appealable judgment, and such resignation or
removal shall become effective upon the earlier of the appointment of a successor Agent (and
acceptance of such appointment by such successor) as set forth below or 30 days after the delivery
of such notice of resignation by the Agent or such notice of removal by the Requisite Lenders, as
applicable. The Agent shall also submit a notice of resignation at the request of the Requisite
Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any
such notice of resignation or delivery of such notice of removal, the Requisite Lenders shall have
the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in the United States.
If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its resignation or the
Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent
may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the
qualifications set forth above; provided that if the Agent shall notify the Borrower and
the Lenders that no qualifying Person has accepted such appointment, then such resignation or
removal shall nonetheless become effective in accordance with such notice and (1) the retiring or
removed Agent shall be discharged from its duties and obligations hereunder and under the other
Loan Documents and (2) all payments, communications and determinations provided to be made by, to
or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in
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resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Lender
and the L/C Issuer directly, until such time as the Requisite Lenders appoint a successor Agent as
provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed
Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). The fees payable
by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or
removal hereunder and under the other Loan Documents, the provisions of this Article and §15 shall
continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring or removed Agent was acting as Agent.



Any resignation or removal by Bank of America as Agent pursuant to this Section shall also
constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the acceptance of a
successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer and
Swingline Lender, (b) the retiring or removed L/C Issuer and Swingline Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other Loan Documents,
and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to the retiring or removed L/C Issuer to effectively assume the obligations of the retiring or
removed L/C Issuer with respect to such Letters of Credit.



§14.7. Non-Reliance on Agent and Other Lenders. Each Lender and the L/C Issuer
acknowledges that it has, independently and without reliance upon the Agent or any other Lender or
any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
and the L/C Issuer also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder.



§14.8. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of
the Bookrunners, Arrangers or Syndication Agent, Documentation Agent, or Managing Agent listed on
the cover page hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the Agent, a Lender or
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§14.9. Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to the Borrower or any
Guarantor, the Agent (irrespective of whether the principal of any Loan or Letter of Credit
Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Agent shall have made any demand on the Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise




(a) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the L/C Issuer and the Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders,
the L/C Issuer and the Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuer and the Agent under §2.9(i) and (j), 4.2 and 15) allowed in
such judicial proceeding; and




(b) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make
such payments to the Agent and, in the event that the Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agent and its agents and
counsel, and any other amounts due the Agent under §§4.2 and 15.



Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or
accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer
or to authorize the Agent to vote in respect of the claim of any Lender or the L/C Issuer in any
such proceeding.



§14.10. Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the
Agent, at its option and in its discretion, to release any Guarantor (other than the Company) from
its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder, including if such Guarantor no longer owns any Unencumbered
Properties. Upon request by the Agent at any time, the Requisite Lenders will confirm in writing
the Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to
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§14.11. Payments by Agent. The Agent shall promptly distribute to each Lender such
Lender’s pro rata share of payments received by the Agent for the account of the Lenders, except
as otherwise expressly provided herein or in any of the other Loan Documents. If any amount which
the Agent is required to distribute to the Lenders pursuant to this §14.11 is actually distributed
to any Lender on a date which is later than the first Business Day following the Agent’s receipt
of the corresponding payment from the Borrower, the Agent shall pay to such Lender on demand an
amount equal to the product of (i) the average computed for the period
referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for
federal funds acquired by the Agent during each day included in such period, times (ii) the amount
of such late distribution to such Lender, times (iii) a fraction, the numerator of which is the
number of days or portion thereof that elapsed from and including the second Business Day after the
Agent’s receipt of such corresponding payment from the Borrower to the date on which the amount so
required to be distributed to such Lender actually is distributed, and the denominator of which is
365. Notwithstanding anything to the contrary contained herein or any of the other Loan Documents,
in no event shall the Borrower or any Guarantor be required to reimburse Agent for any amount paid
by Agent pursuant to the provisions of this §14.11.




§15. EXPENSES; INDEMNITY; DAMAGE WAIVER.




(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges
and disbursements of counsel for the Agent), in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder
and (iii) all out-of-pocket expenses incurred by the Agent, any Lender or the L/C Issuer
(including the fees, charges and disbursements of any counsel for the Agent, any Lender or
the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees
of the Agent, any Lender or the L/C Issuer, in connection with the enforcement or
preservation of its rights after the occurrence of a Default or an Event of Default
(including in any restructuring or work-out) (A) in connection with this Agreement and the
other Loan Documents, including its rights under this Section, or (B) in connection with the
Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or
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(b) Indemnification by the Borrower. The Borrower shall indemnify the Agent
(and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or
any other Loan Party arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder,
the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent
(and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and
the other Loan Documents (including in respect of any matters addressed in §4.4), (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any
way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the Borrower or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any
other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.




(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent), the L/C Issuer
or such Related Party, as the case may be, such Lender’s Commitment Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the Agent (or
any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any
of the foregoing acting for the Agent (or any such sub-agent) or L/C Issuer in connection with such
capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of
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(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.
No Indemnitee referred to in
subsection (b) above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended recipients
by such Indemnitee through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby other than for direct or actual damages resulting from the
gross negligence or willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction.




(e) Payments. All amounts due under this Section shall be payable not later
than ten Business Days after demand therefor.




(f) Survival. The agreements in this Section shall survive the resignation of
the Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the
termination of the Total Commitments and the repayment, satisfaction or discharge of all
the other Obligations.



§16. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the Agent, the Lenders and the
L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, trustees, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or any Eligible Assignee invited to be a Lender pursuant to §2.2(a) or (ii)
any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the
extent such Information (x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Agent, any Lender, the L/C Issuer or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower. For
purposes of this Section, “Information” means all information received from the Borrower or any
Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other
than any such information that is available to the Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the
case of information received from the Borrower or any Subsidiary after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have
complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
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Each of the Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may
include material non-public information concerning the Borrower or a Subsidiary, as the case may
be, (b) it has developed compliance procedures regarding the use of material non-public information
and (c) it will handle such material non-public information in accordance with applicable Law,
including United States Federal and state securities Laws.



§17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Agent and each Lender,
regardless of any investigation made by the Agent or any Lender or on their behalf and
notwithstanding that the Agent or any Lender may have had notice or knowledge of any Default at the
time of any the making of any Loan or the issuance, renewal or amendment of any Letter of Credit,
and shall continue in full force and effect as long as any Loan or any other Obligation hereunder
shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. The
indemnification obligations of the Borrower provided herein and the other Loan Documents shall
survive the full repayment of amounts due and the termination of the obligations of the Lenders
hereunder and thereunder to the extent provided herein and therein. All statements contained in any
certificate or other paper delivered to the Agent, the L/C Issuer or any Lender at any time by or
on behalf of the Borrower pursuant hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by the Borrower hereunder.




§18. SUCCESSORS AND ASSIGNS.




(a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of the Agent
and each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a
security interest in accordance with the provisions of subsection (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of
the Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or
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(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in Letter of Credit Obligations and in Swingline Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




(i) Minimum Amounts.




(A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and




(B) in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than $2,000,000
unless each of the Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single assignment
for purposes of determining whether such minimum amount has been met.




(ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to rights in respect of Competitive Bid Loans or the Swingline
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(iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:




(A) the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is continuing
at the time of such assignment or (2) such assignment is to a Lender or an Affiliated
Lender;




(B) the consent of the Agent (such consent not to be unreasonably withheld or
delayed) shall be required;




(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of the
assignee to participate in exposure under one or more Letters of Credit (whether or not
then outstanding); and




(D) the consent of the Swingline Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment.




(iv) Assignment and Assumption. The parties to each assignment shall execute and
deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee
in the amount of $2,500; provided, however, that no such processing and recordation
fee shall be required for an assignment by a Lender to an Affiliate of such Lender and the Agent
may, in its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative
Questionnaire.




(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or
any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any
of the foregoing Persons described in this clause (B), or (C) to a natural person.




(vi) Certain Additional Payments. In connection with any assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and
until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by the assignee of
participations or subparticipations, or other compensating actions, including funding, with the
consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested
but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by
such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y)
acquire (and fund as appropriate) its full pro rata share of all Loans and
participations in Letters of Credit and Swingline Loans in accordance with its
Commitment Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall become
effective under applicable Law without compliance with the provisions of this
paragraph, then the assignee of such interest shall be deemed to be a Defaulting
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Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this
Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of §§4.4, 4.5, 4.6, and 15 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Upon request, the Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.




(c) Register. The Agent, acting solely for this purpose as an agent of the
Borrower (and such agency being solely for tax purposes), shall maintain at the Agent’s Head
Office a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and Letter of Credit Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall
be conclusive, absent manifest error, and the Borrower, the Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In
addition, the Agent shall maintain on the Register information regarding the designation,
and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.




(d) Participations. Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Agent, sell participations to any Person (other than a
natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights
and/or obligations under this Agreement (including all or a portion of its Commitment and/or
the Loans (including such Lender’s participations in Letter of Credit Obligations and/or
Swingline Loans) owing to it); provided that (i) such Lender’s obligations under
this
Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the
Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such
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Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
§25 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of §§4.4, 4.5 and 4.6 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of
§13 as though it were a Lender, provided such Participant agrees to be subject to §4.13 as
though it were a Lender.




(e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under §4.4, 4.5 or 4.6 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of §4.4 unless the Borrower is notified of the participation sold
to such Participant and such Participant agrees, for the benefit of the Borrower, to comply
with §4.4(e) as though it were a Lender.




(f) Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its
Note, if any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.




(g) Resignation as L/C Issuer or Swingline Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America
may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or
(ii) upon 30 days’ notice to the Borrower, resign as Swingline Lender. In the event of any
such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to
appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such
successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender,
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 Issuer, it shall retain all the
rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all
Letter of Credit Obligations with respect thereto (including the right to require the Lenders to
make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to §2.9(c)). If
Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline
Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders to make Base Rate
Loans or fund risk participations in outstanding Swingline Loans pursuant to §2.8(c). Upon the
appointment of a successor L/C Issuer and/or Swingline Lender, (a) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer
or Swingline Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements reasonably satisfactory to Bank of America to effectively
assume the obligations of Bank of America with respect to such Letters of Credit.



(h) Designated Banks. Any Lender (each, a “Designating Lender”) may at any time
designate one Designated Bank, which shall be an Affiliate of the Designating Lender, to fund
Competitive Bid Loans on behalf of such Designating Lender subject to the terms of this §18(i) and
the provisions in §18(a) and §18(b) shall not apply to such designation. No Lender may designate
more than one (1) Designated Bank. 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 Bank, the Agent will accept such Designation Agreement and will give prompt
notice thereof to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the
Designating Bank a Designated Bank Note payable to the order of the Designated Bank, (ii) from and
after the effective date specified in the Designation Agreement, the Designated Bank shall become a
party to this Agreement with a right to make Competitive Bid Loans on behalf of its Designating
Lender pursuant to §2.10 after the Borrower has accepted a Competitive Bid Loan (or portion
thereof) of such Designating Lender, and (iii) the Designated Bank 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 Bank which is not otherwise required to repay obligations of such Designated
Bank which are then due and payable; provided, however, that regardless of such designation and
assumption by the Designated Bank, the Designating Lender shall be and remain obligated to the
Borrower, the Agent and the other Lenders for each and every of the obligations of the Designating
Lender and its related Designated Bank with respect to this Agreement, including, without
limitation, any indemnification obligations hereunder and any sums otherwise payable to the
Borrower by the Designated Bank. Each Designating Lender shall serve as the administrative agent of
the Designated Bank and shall on behalf of, and to the exclusion of, the Designated Bank: (i)
receive any and all payments made for the benefit of the Designated Bank and (ii) give and receive
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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 administrative agent for the
Designated Bank and shall not be signed by the Designated Bank on its own behalf but shall
be binding on the Designated Bank to the same extent as if actually signed by the
Designated Bank. The Borrower, the Agent, and Lenders may rely thereon without any
requirement that the Designated Bank sign or acknowledge the same. No Designated Bank 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 Bank.



§19. NOTICES, ETC. (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as provided in subsection
(b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by Telecopier, and all notices and other communications expressly permitted hereunder to be given
by telephone shall be made to the applicable telephone number, as follows:




(i) if to the Borrower or any Guarantor, at 500 Chesterfield Parkway, Malvern,
PA 19355, Attention: Chief Financial Officer, facsimile: (610) 644-4129 or at such
other address for notice as the Borrower shall last have furnished in writing to
the Agent;




(ii) if to the Agent, the L/C Issuer or the Swingline Lender, at 101 South
Tryon Street, 15th Floor, NC1-002-15-36, Charlotte, North Carolina 28255, Attention:
Kimberly D. Williams, Agency Management, facsimile: (704) 409-0650, telephone: (980)
387-5448 or such other address for notice as the Agent shall last have furnished in
writing to the Borrower, with a copy to the Agent at the Agent’s Head Office; or




(iii) if to any other Lender, to the address, telecopier number, electronic
mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a
Lender on its Administrative Questionnaire then in effect for the delivery of
notices that may contain material non-public information relating to the Borrower).



Notices and other communications sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices sent by telecopier
shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next
business day for the recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided
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(b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and internet or intranet websites) pursuant to
procedures approved by the Agent, provided that the foregoing shall not apply
to notices
to any Lender or the L/C Issuer pursuant to §2 if such Lender or the L/C Issuer, as
applicable, has notified the Agent that it is incapable of receiving notices under such
section by electronic communication. The Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.




Unless
the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return
e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next
business day for the recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient
at its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor.




(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to any Borrower, any Lender, the L/C Issuer or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of any Borrower’s or the Agent’s transmission of Borrower Materials
through the internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent
Party; provided, however, that in no event shall any Agent Party have any
liability to any
Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).


 


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(d) Change of Address, Etc. Each of the Borrower, the Agent, the L/C Issuer and the
Swingline Lender may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto. Each other Lender may change its
address, telecopier or telephone number for notices and other communications hereunder by notice to
the Borrower, the Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees
to notify the Agent from time to time to ensure that the Agent has on record (i) an effective
address, contact name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire instructions for such Lender.
Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such
Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Borrower or its securities for
purposes of United States Federal or state securities laws.




(e) Reliance by the Agent, L/C Issuer and Lenders. The Agent, the L/C Issuer and the
Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Request and
Swingline Loan Requests) purportedly given by or on behalf of any Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify the Agent, the L/C Issuer, each
Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by or on behalf of the
Borrower. All telephonic notices to and other telephonic communications with the Agent may be
recorded by the Agent, and each of the parties hereto hereby consents to such recording.



§20. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.




(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


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(b) SUBMISSION TO JURISDICTION. EACH OF THE BORROWER AND THE COMPANY, ON BEHALF OF
ITSELF AND EACH GUARANTOR, IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE BORROWER OR ANY GUARNATOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.




(c) WAIVER OF VENUE. EACH OF THE BORROWER AND THE COMPANY, ON BEHALF OF ITSELF
AND EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.




(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN §19. NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



§21. HEADINGS. The captions in this Agreement are for convenience of reference only and shall
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§22. COUNTERPARTS. This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall constitute one
instrument. In proving this Agreement it shall not be necessary to produce or account for more
than one such counterpart signed by the party against whom enforcement is sought. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile or other electronic means
(including via “pdf” files) shall be effective as delivery of a manually executed counterpart of
this Agreement; provided, that at the request of any party, each party shall confirm such
facsimile or electronic transmission by providing duplicate original counterparts.



§23. ENTIRE AGREEMENT. The Loan Documents, the Fee Letter and any other documents executed in
connection herewith or therewith express the entire understanding of the parties with respect to
the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated, except as provided in §25.




§24. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



§25. CONSENTS, AMENDMENTS, WAIVERS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other
Loan Party therefrom, shall be effective unless in writing signed by the Requisite Lenders and the
Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Agent, and each
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:




(a) extend or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to §12.2) without the written consent of such Lender (other than
changes in the Commitments pursuant to §2.2);




(b) postpone any date fixed by this Agreement or any other Loan Document for any
payment or mandatory prepayment of principal, interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Loan Document without the written
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(c) reduce the principal of, or the rate of interest specified herein on, any Loan or
L/C Borrowing, or (subject to clause (iv) of the second proviso to this §25) any fees or
other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby; provided, however, that
only the consent of the Super-Majority Lenders shall be necessary to amend the
determination of the default rate in §4.9 or to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at the default rate in §4.9;




(d) change §12.4 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender;




(e) change any provision of this Section or the definition of “Requisite Lenders” or
any other provision hereof specifying the number or percentage of Lenders required to amend,
waive or otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender; or




(f) release the Borrower from the Obligations, release all or substantially all of any
collateral pledged to the Agent hereunder or release a Guarantor from the Guaranty without
the written consent of each Lender, except to the extent the release of any Guarantor
(other than the Company) is permitted pursuant to §14.10 (in which case such release may be
made by the Agent acting alone);



and,
provided further, that (i) no amendment, waiver or consent shall, unless in writing
and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or
duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or
duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the Lenders required above, affect the
rights or duties of the Agent under this Agreement or any other Loan Document; and (iv) the Fee
Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by
the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other than Defaulting
Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended
without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender
more adversely than other affected Lenders shall require the consent of such Defaulting Lender.


 


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§26. SEVERABILITY. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions
of this §26, if and to the extent that the enforceability of any provisions in this Agreement
relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith
by the Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be
deemed to be in effect only to the extent not so limited.



§27. ACKNOWLEDGMENTS. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by
the Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Agent and the Arranger, on the other hand, (B) the Borrower
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Agent and the Arranger each is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will
not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any
other Person and (B) neither the Agent nor the Arranger has any obligation to the Borrower or any
of its Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (iii) the Agent and the Arranger
and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Borrower and its Affiliates, and neither the Agent nor the
Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates.
To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it
may have against the Agent and the Arranger with respect to any breach or alleged breach of agency
or fiduciary duty in connection with any aspect of any transaction contemplated hereby.



The Borrower hereby acknowledges that: (i) neither the Agent nor any Lender has any fiduciary
relationship with, or fiduciary duty to, the Borrower arising out of or in connection with this
Agreement or any of the other Loan Documents; (ii) the relationship in connection herewith between
the Agent and the Lenders, on the one hand, and the Borrower, on the other hand, is solely that of
debtor and creditor and (iii) no joint venture or partnership among any of the parties hereto is
created hereby or by the other Loan Documents, or otherwise exists by virtue of the Facility or the
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§28. NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender, the L/C Issuer or the Agent to
exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.



Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Borrower and the Guarantors or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained
exclusively by, the Agent in accordance with §12.2 for the benefit of all the Lenders and the L/C
Issuer; provided, however, that the foregoing shall not prohibit (a) the Agent from
exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the
Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its
capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender from exercising setoff rights in accordance with §13 (subject to the
terms of §4.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on
its own behalf during the pendency of a proceeding relative to the Borrower or any Guarantor under
any Debtor Relief Law; and provided, further, that if at any time there is no
Person acting as Agent hereunder and under the other Loan Documents, then (i) the Requisite Lenders
shall have the rights otherwise ascribed to the Agent pursuant to §12.2 and (ii) in addition to the
matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to §4.13, any
Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to
it and as authorized by the Requisite Lenders.



§29. INTEREST RATE LIMITATION. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to the Borrower. In determining whether the interest contracted for, charged, or received
by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout
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§30. USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as hereinafter defined)
and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of
each Borrower and Guarantor and other information that will allow such Lender or the Agent, as
applicable, to identify such Borrower in accordance with the Act. The Borrower shall, promptly
following a request by the Agent or any Lender, provide all documentation and other information
that the Agent or such Lender requests in order to comply with its ongoing obligations under
applicable “know your customer” and anti-money laundering rules and regulations, including the Act.



§31. REPLACEMENT OF LENDERS. If any Lender requests compensation under §4.5 or 4.6, or if the
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to §4.4, or if any Lender is a Defaulting Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, §18), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:




(a) the Borrower shall have paid to the Agent the assignment fee specified in §18(b);




(b) such Lender shall have received payment of an amount equal to 100% of the
outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents (including
any amounts under §4.8) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts);




(c) in the case of any such assignment resulting from a claim for compensation under
§4.5 or 4.6 or payments required to be made pursuant to §4.4, such assignment will result
in a reduction in such compensation or payments thereafter; and




(d) such assignment does not conflict with applicable laws.



A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
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§32. TRANSITIONAL ARRANGEMENTS.




(a) Existing Credit Agreement Superseded. This Agreement shall supersede the
Existing Credit Agreement in its entirety, except as provided in this §32. On the Effective
Date, the rights and obligations of the parties under each of the Existing Credit Agreement
and the “Notes” defined therein shall be subsumed within and be governed by this Agreement
and the Notes; provided however, that any of the “Outstanding Obligations” (as defined in
the Existing Credit Agreement) outstanding under the
Existing Credit Agreement shall, for purposes of this Agreement, be Outstanding Obligations
hereunder. The Lenders’ interests in such Outstanding Obligations, and participations in such
Letters of Credit shall be reallocated on the Effective Date in accordance with each Lender’s
applicable Commitment Percentage.




(b) Return and Cancellation of Notes. Upon its receipt of the Notes to be delivered
hereunder on the Effective Date, each Lender will promptly return to the Borrower, marked
“Cancelled” or “Replaced”, the notes of the Borrower held by such Lender pursuant to the Existing
Credit Agreement.




(c) Interest and Fees under Existing Credit Agreement. All interest and all
commitment, facility and other fees and expenses owing or accruing under or in respect of the
Existing Credit Agreement shall be calculated as of the Effective Date (prorated in the case of any
fractional periods), and shall be paid on the Effective Date in accordance with the method
specified in the Existing Credit Agreement as if such agreements were still in effect.



[Remainder of Page Intentionally Left Blank]



 


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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Liberty Property Trust, its general

partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George J. Alburger, Jr.
 

Name: George J. Alburger, Jr.
	 	 
	 

	 	 	 	Title:   Chief Financial Officer	 	 






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	 	 	LIBERTY PROPERTY TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George J. Alburger, Jr.
 

Name: George J. Alburger, Jr.
	 	 
	 

	 	 	 	Title:   Executive Vice
President and

            Chief Financial Officer	 	 






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	 	 	BANK OF AMERICA, N.A., as a Lender

and as L/C Issuer, Swingline Lender, and
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eyal Namordi
 

Name: Eyal Namordi
	 	 
	 

	 	 	 	Title:   Senior Vice President	 	 






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	 	 	JPMORGAN CHASE BANK, N.A., as a 

Lender and as
Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mohammad S. Hasan
 

Name: Mohammad S. Hasan
	 	 
	 

	 	 	 	Title:   Associate	 	 






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	 	 	WELLS FARGO BANK,
N.A., as a 
Lender and as
Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jayson M. Tonkon
 

Name: Jayson M. Tonkon
	 	 
	 

	 	 	 	Title:   Vice President	 	 






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	 	 	CITIZENS BANK OF PENNSYLVANIA, as a Lender and as
Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kellie Anderson
 

Name: Kellie Anderson
	 	 
	 

	 	 	 	Title:   Senior Vice President	 	 






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	 	 	SUNTRUST BANK, as a Lender and as Documentation
Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gregory T. Horstman
 

Name: Gregory T. Horstman
	 	 
	 

	 	 	 	Title:   Senior Vice President	 	 






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	 	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender and
as Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shari L. Reams-Henofer
 

Name: Shari L. Reams-Henofer
	 	 
	 

	 	 	 	Title:   Senior Vice President	 	 






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	 	 	CITIBANK N.A., as a Lender and as

 Managing
Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Rowland
 

Name: John Rowland
	 	 
	 

	 	 	 	Title:   Director	 	 






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	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
 

Name: Irja R. Otsa
	 	 
	 

	 	 	 	Title:   Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary E. Evans
 

Name: Mary E. Evans
	 	 
	 

	 	 	 	Title:   Associate Director	 	 






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	 	 	UBS SECURITIES LLC, as Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
 

Name: Irja R. Otsa
	 	 
	 

	 	 	 	Title:   Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ April Varner-Nanton
 

Name: April Varner-Nanton
	 	 
	 

	 	 	 	Title:   Director	 	 






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	 	 	THE BANK OF NOVA SCOTIA, as a

 Lender and as Managing
Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jon Burckin
 

Name: Jon Burckin
	 	 
	 

	 	 	 	Title:   Managing Director	 	 






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	 	 	CAPITAL ONE, N.A., as a Lender and as Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William G. Booth
 

Name: William G. Booth
	 	 
	 

	 	 	 	Title:   Senior Vice President	 	 






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	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
and as Managing Agent

 	 
	 	By:  	/s/ Renee Lewis
 	 
	 	 	Name:  	Renee Lewis 	 
	 	 	Title:  	Senior Vice President 	 



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	 	THE BANK OF TOKYO - MITSUBISHI UFJ, LTD.

 	 
	 	By:  	/s/ James T. Taylor
 	 
	 	 	Name:  	James T. Taylor 	 
	 	 	Title:  	Vice President 	 



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	 	EMIGRANT REALTY FINANCE, LLC

 	 
	 	By:  	/s/ Russell T. Wyman
 	 
	 	 	Name:  	Russell T. Wyman 	 
	 	 	Title:  	Managing Director 	 



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	 	PEOPLE’S UNITED BANK

 	 
	 	By:  	/s/ Maurice Fry
 	 
	 	 	Name:  	Maurice Fry 	 
	 	 	Title:  	Senior Commercial Loan Officer, SVP 	 



[Liberty Second Amended and Restated Credit Agreement]




 


 









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	 	CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH

 	 
	 	By:  	/s/ Dawn Cheng
 	 
	 	 	Name:  	Dawn Cheng 	 
	 	 	Title:  	AVP & AGM 	 



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SCHEDULE 1

LENDERS; DOMESTIC AND EUROCURRENCY LENDING OFFICES




	 	 	 	 	 
	 	 	 	 	EUROCURRENCY LENDING
	LENDERS	 	DOMESTIC LENDING OFFICE	 	OFFICE
	 	 	 	 	 
	Bank of America, N.A.
	 	901 Main Street, 14th Floor

Dallas, Texas 75202-3714

Attention: Nora Taylor

Fax: (214) 290-9673
	 	901 Main Street, 14th Floor

Dallas, Texas 75202-3714

Attention: Nora Taylor

Fax: (214) 290-9673
	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	JPMorgan Chase

JPM-Delaware Loan Operations

500 Stanton Christiana Road, Ops 2/3

Fax: (201) 244-3885
	 	JPMorgan Chase

JPM-Delaware Loan Operations

500 Stanton Christiana Road, Ops 2/3

Fax: (201) 244-3885
	 	 	 	 	 
	Wells Fargo Bank, N.A.
	 	Wells Fargo Bank, N.A.

Real Estate Group

Two Logan Square

100-120 N. 18th St., Suite 1910

Philadelphia, PA 19103

Fax: (215) 561-3812
	 	Wells Fargo Bank, N.A.

Real Estate Group

Two Logan Square

100-120 N. 18th St., Suite 1910

Philadelphia, PA 19103

Fax: (215) 561-3812
	 	 	 	 	 
	Citizens Bank of Pennsylvania
	 	1701 John F. Kennedy

Philadelphia, PA 19103

Fax: (215) 751-1542
	 	1701 John F. Kennedy

Philadelphia, PA 19103

Fax: (215) 751-1542
	 	 	 	 	 
	SunTrust Bank
	 	SunTrust Bank

8330 Boone Blvd., 8th Floor

Vienna, VA 22182

Fax: (703) 442-1570
	 	N/A






 


 









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	 	 	 	 	EUROCURRENCY LENDING
	LENDERS	 	DOMESTIC LENDING OFFICE	 	OFFICE
	 	 	 	 	 
	PNC Bank, National Association
	 	PNC Bank,

National Association

500 First Avenue,

Pittsburgh, PA 15219

Fax: (215) 585-5352	 	 
	 	 	 	 	 
	Citibank N.A.
	 	Citibank N.A.

1615 Brett Road, Building III

New Castle, DE 19720

Fax: (646) 688-2052	 	 
	 	 	 	 	 
	UBS Loan Finance LLC
	 	UBS Loan Finance LLC

677 Washington Boulevard

Stamford, CT 06901

Attn: Jenny E. Milioti

Fax: (203) 719-3888
	 	UBS Loan Finance LLC

677 Washington Boulevard

Stamford, CT 06901

Attn: Jenny E. Milioti

Fax: (203) 719-3888
	 	 	 	 	 
	The Bank of Nova Scotia
	 	Bank of Nova Scotia

44 King Street West

Toronto, Ontario

M5H 1H1

Fax: (212) 225-5709	 	 
	 	 	 	 	 
	Capital One, N.A.
	 	Capital One, N.A.

CRE

499 Thornall Street, 11th Fl.

Edison, NJ 08837

Fax: (732) 635-0994
	 	N/A





 


 









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	 	 	 	 	EUROCURRENCY LENDING
	LENDERS	 	DOMESTIC LENDING OFFICE	 	OFFICE
	 	 	 	 	 
	U.S. Bank National
Association
	 	U.S. Bank National Association

209 South LaSalle St., Suite 210

Chicago, IL 60604

Fax: (312) 325-8852	 	 
	 	 	 	 	 
	The Bank of Tokyo - Mitsubishi 
UFJ, Ltd.
	 	The Bank of Tokyo - Mitsubishi 
UFJ,
Ltd.

1251 Avenue of the Americas

New York, NY 10020

Fax: (212) 782-6442
	 	The Bank of Tokyo - Mitsubishi 
UFJ,
Ltd.

1251 Avenue of the Americas

New York, NY 10020

Fax: (212) 782-6442
	 	 	 	 	 
	Emigrant Realty Finance, LLC
	 	Emigrant Realty Finance, LLC

6 East 43rd Street, 22nd Floor

New York, NY 10017
	 	Emigrant Realty Finance, LLC

6 East 43rd Street, 22nd Floor

New York, NY 10017
	 
	 	Fax: (212) 850-3435
	 	Fax: (212) 850-3435
	 	 	 	 	 
	People’s United Bank
	 	People’s Bank

850 Main Street

Stamford, CT 06604

Fax: (203) 338-7800
	 	People’s Bank

850 Main Street

Stamford, CT 06604

Fax: (203) 338-7800
	 	 	 	 	 
	Chang Hwa Commercial Bank,
Ltd., 

New York Branch
	 	Chang Hwa Commercial Bank, Ltd.

685 Third Avenue, 29th Floor

New York, NY 10017

Fax: (212) 651-9785
	 	Chang Hwa Commercial Bank, Ltd.

685 Third Avenue, 29th Floor

New York, NY 10017

Fax: (212) 651-9785





 


 









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SCHEDULE 1.1(a)




UNENCUMBERED PROPERTY LIST





 


 











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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	4523 Green Point Drive
	 	Greensboro, NC	 	 	85,830	 	 	 	35,350	 	 	LPLP
	4501 Green Point Drive
	 	Greensboro, NC	 	 	90,049	 	 	 	90,049	 	 	LPLP
	4500 Green Point Drive
	 	Greensboro, NC	 	 	71,040	 	 	 	64,200	 	 	LPLP
	6560 Stonegate Drive
	 	Allentown, PA	 	 	80,000	 	 	 	80,000	 	 	LPLP
	6370 Hedgewood Drive
	 	Allentown, PA	 	 	110,000	 	 	 	110,000	 	 	LPLP
	6390 Hedgewood Drive
	 	Allentown, PA	 	 	69,000	 	 	 	16,500	 	 	LPLP
	1495 Valley Center Parkway
	 	Bethlehem, PA	 	 	43,770	 	 	 	42,670	 	 	LPLP
	2427 Penny Road
	 	High Point, NC	 	 	220,000	 	 	 	220,000	 	 	LPLP
	10, 20 Liberty Boulevard
	 	Malvern, PA	 	 	62,386	 	 	 	60,372	 	 	LPLP
	8775 Baypine Road
	 	Jacksonville, FL	 	 	47,454	 	 	 	47,454	 	 	LPLP
	420 Lapp Road
	 	Malvern, PA	 	 	91,312	 	 	 	78,712	 	 	LPLP
	6330 Hedgewood Drive
	 	Allentown, PA	 	 	89,700	 	 	 	89,700	 	 	LPLP
	1550 Valley Center Parkway
	 	Bethlehem, PA	 	 	43,400	 	 	 	43,400	 	 	LPLP
	1560 Valley Center Parkway
	 	Bethlehem, PA	 	 	51,400	 	 	 	37,331	 	 	LPLP
	14 Lee Boulevard
	 	Malvern, PA	 	 	89,026	 	 	 	89,026	 	 	LPLP
	500 Chesterfield Parkway
	 	Malvern, PA	 	 	30,815	 	 	 	30,815	 	 	LPLP
	300-400 Chesterfield Parkway
	 	Malvern, PA	 	 	49,526	 	 	 	26,724	 	 	LPLP
	6580 Snowdrift Road
	 	Allentown, PA	 	 	104,000	 	 	 	56,000	 	 	LPLP
	1510 Valley Center Parkway
	 	Bethlehem, PA	 	 	48,208	 	 	 	44,208	 	 	LPLP
	1530 Valley Center Parkway
	 	Bethlehem, PA	 	 	46,400	 	 	 	46,400	 	 	LPLP
	180 Admiral Cochrane Drive
	 	Annapolis, MD	 	 	125,798	 	 	 	117,593	 	 	LPLP
	747 Dresher Road
	 	Horsham, PA	 	 	53,200	 	 	 	33,572	 	 	LPLP
	6540 Stonegate Drive
	 	Allentown, PA	 	 	120,000	 	 	 	120,000	 	 	LPLP
	4524 Green Point Drive
	 	Greensboro, NC	 	 	74,587	 	 	 	61,022	 	 	LPLP
	45-67 Great Valley Parkway
	 	Malvern, PA	 	 	128,011	 	 	 	128,011	 	 	LPLP
	8665, 8667, 8669 Baypine Road
	 	Jacksonville, FL	 	 	63,118	 	 	 	45,198	 	 	LPLP
	974 Marcon Boulevard
	 	Allentown, PA	 	 	39,200	 	 	 	39,200	 	 	LPLP
	40 Valley Stream Parkway
	 	Malvern, PA	 	 	31,092	 	 	 	31,092	 	 	LPLP
	50 Valley Stream Parkway
	 	Malvern, PA	 	 	31,000	 	 	 	31,000	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	20 Valley Stream Parkway
	 	Malvern, PA	 	 	58,837	 	 	 	54,756	 	 	LPLP
	190 Admiral Cochrane Drive
	 	Annapolis, MD	 	 	72,101	 	 	 	67,247	 	 	LPLP
	9, 15-25 Great Valley Parkway
	 	Malvern, PA	 	 	158,900	 	 	 	158,900	 	 	LPLP
	257-275 Great Valley Parkway
	 	Malvern, PA	 	 	71,122	 	 	 	46,387	 	 	LPLP
	300 Technology Drive
	 	Malvern, PA	 	 	22,500	 	 	 	22,500	 	 	LPLP
	277-293 Great Valley Parkway
	 	Malvern, PA	 	 	28,800	 	 	 	28,800	 	 	LPLP
	311 Technology Drive
	 	Malvern, PA	 	 	29,350	 	 	 	29,350	 	 	LPLP
	7 Great Valley Parkway
	 	Malvern, PA	 	 	58,594	 	 	 	25,212	 	 	LPLP
	55 Valley Stream Parkway
	 	Malvern, PA	 	 	40,057	 	 	 	40,057	 	 	LPLP
	65 Valley Stream Parkway
	 	Malvern, PA	 	 	61,313	 	 	 	61,313	 	 	LPLP
	508 Lapp Road
	 	Malvern, PA	 	 	50,200	 	 	 	50,200	 	 	LPLP
	10 Valley Stream Parkway
	 	Malvern, PA	 	 	33,027	 	 	 	33,027	 	 	LPLP
	9101,9111,9115 Guilford Road
	 	Columbia, MD	 	 	53,054	 	 	 	53,054	 	 	LPLP
	333 Phoenixville Pike
	 	Malvern, PA	 	 	84,000	 	 	 	84,000	 	 	LPLP
	964 Marcon Boulevard
	 	Allentown, PA	 	 	39,200	 	 	 	34,200	 	 	LPLP
	764 Roble Road
	 	Allentown, PA	 	 	21,860	 	 	 	21,860	 	 	LPLP
	30 Great Valley Parkway
	 	Malvern, PA	 	 	12,000	 	 	 	12,000	 	 	LPLP
	27-43 Great Valley Parkway
	 	Malvern, PA	 	 	60,623	 	 	 	60,623	 	 	LPLP
	77-123 Great Valley Parkway
	 	Malvern, PA	 	 	103,099	 	 	 	103,099	 	 	LPLP
	3174 Airport Road
	 	Allentown, PA	 	 	42,000	 	 	 	42,000	 	 	LPLP
	2196 Avenue C
	 	Allentown, PA	 	 	31,140	 	 	 	31,140	 	 	LPLP
	2201 Hangar Place
	 	Allentown, PA	 	 	52,300	 	 	 	47,234	 	 	LPLP
	175-205 Great Valley Parkway
	 	Malvern, PA	 	 	190,597	 	 	 	119,619	 	 	LPLP
	954 Marcon Boulevard
	 	Allentown, PA	 	 	30,140	 	 	 	30,140	 	 	LPLP
	12,14,16 Great Valley Parkway
	 	Malvern, PA	 	 	20,546	 	 	 	20,546	 	 	LPLP
	155 Great Valley Parkway
	 	Malvern, PA	 	 	71,200	 	 	 	71,200	 	 	LPLP
	510 Lapp Road
	 	Malvern, PA	 	 	27,167	 	 	 	27,167	 	 	LPLP
	9125,9135,9145 Guilford Road
	 	Columbia, MD	 	 	85,216	 	 	 	85,216	 	 	LPLP
	60 Morehall Road
	 	Malvern, PA	 	 	117,000	 	 	 	117,000	 	 	LPLP





 


 









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Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	57 South Commerce Way
	 	Bethlehem, PA	 	 	76,400	 	 	 	76,400	 	 	LPLP
	754 Roble Road
	 	Allentown, PA	 	 	46,800	 	 	 	46,800	 	 	LPLP
	944 Marcon Boulevard
	 	Allentown, PA	 	 	38,400	 	 	 	32,000	 	 	LPLP
	7077 Bonneval Road
	 	Jacksonville, FL	 	 	113,682	 	 	 	89,366	 	 	LPLP
	4190 Belfort Road
	 	Jacksonville, FL	 	 	119,047	 	 	 	95,659	 	 	LPLP
	5501-19 Pioneer Park Boulevard
	 	Tampa, FL	 	 	109,791	 	 	 	70,375	 	 	LPLP
	6520 Stonegate Drive
	 	Allentown, PA	 	 	43,200	 	 	 	43,200	 	 	LPLP
	1 Country View Road
	 	Malvern, PA	 	 	48,900	 	 	 	48,900	 	 	LPLP
	701A Route 73 South
	 	Marlton, NJ	 	 	93,766	 	 	 	93,766	 	 	LPLP
	701C Route 73 South
	 	Marlton, NJ	 	 	27,802	 	 	 	27,802	 	 	LPLP
	7437 Industrial Boulevard
	 	Allentown, PA	 	 	191,330	 	 	 	191,330	 	 	LPLP
	3000 Atrium Way
	 	Mt. Laurel, NJ	 	 	108,416	 	 	 	84,032	 	 	LPLP
	170 South Warner Road
	 	King of Prussia, PA	 	 	87,685	 	 	 	87,685	 	 	LPLP
	190 South Warner Road
	 	King of Prussia, PA	 	 	87,500	 	 	 	87,500	 	 	LPLP
	507 Prudential Road
	 	Horsham, PA	 	 	100,710	 	 	 	100,710	 	 	LPLP
	11000,15000 Commerce Parkway
	 	Mt. Laurel, NJ	 	 	65,014	 	 	 	65,014	 	 	LPLP
	12000,14000 Commerce Parkway
	 	Mt. Laurel, NJ	 	 	68,000	 	 	 	68,000	 	 	LPLP
	16000,18000 Commerce Parkway
	 	Mt. Laurel, NJ	 	 	49,379	 	 	 	41,916	 	 	LPLP
	400 Lippincott Drive
	 	Marlton, NJ	 	 	40,000	 	 	 	40,000	 	 	LPLP
	406 Lippincott Drive
	 	Marlton, NJ	 	 	40,218	 	 	 	36,239	 	 	LPLP
	7178 — 7180 Columbia Gateway
	 	Columbia, MD	 	 	88,895	 	 	 	88,895	 	 	LPLP
	100 Witmer Road
	 	Horsham, PA	 	 	139,128	 	 	 	128,469	 	 	LPLP
	5690-5694 Crenshaw Street
	 	Tampa, FL	 	 	87,095	 	 	 	50,395	 	 	LPLP
	2041 Avenue C
	 	Allentown, PA	 	 	30,400	 	 	 	25,600	 	 	LPLP
	301 Hill Carter Parkway
	 	Richmond, VA	 	 	80,000	 	 	 	80,000	 	 	LPLP
	5600-5626 Eastport Boulevard
	 	Richmond, VA	 	 	71,433	 	 	 	64,520	 	 	LPLP
	5650-5674 Eastport Boulevard
	 	Richmond, VA	 	 	150,863	 	 	 	150,863	 	 	LPLP
	5700 Eastport Boulevard
	 	Richmond, VA	 	 	100,336	 	 	 	100,336	 	 	LPLP
	4880 Cox Road
	 	Glen Allen, VA	 	 	58,726	 	 	 	58,726	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	4101-4127 Carolina Avenue
	 	Richmond, VA	 	 	126,000	 	 	 	126,000	 	 	LPLP
	4201-4261 Carolina Avenue
	 	Richmond, VA	 	 	288,000	 	 	 	288,000	 	 	LPLP
	4263-4299 Carolina Avenue
	 	Richmond, VA	 	 	180,000	 	 	 	157,500	 	 	LPLP
	4301-4335 Carolina Avenue
	 	Richmond, VA	 	 	162,000	 	 	 	144,000	 	 	LPLP
	4337-4379 Carolina Avenue
	 	Richmond, VA	 	 	198,000	 	 	 	198,000	 	 	LPLP
	4501-4549 Carolina Avenue
	 	Richmond, VA	 	 	150,000	 	 	 	90,000	 	 	LPLP
	4551-4593 Carolina Avenue
	 	Richmond, VA	 	 	151,800	 	 	 	73,118	 	 	LPLP
	4601-4643 Carolina Avenue
	 	Richmond, VA	 	 	151,800	 	 	 	125,925	 	 	LPLP
	4645-4683 Carolina Avenue
	 	Richmond, VA	 	 	120,000	 	 	 	84,000	 	 	LPLP
	4447-4491 Carolina Avenue
	 	Richmond, VA	 	 	158,700	 	 	 	158,700	 	 	LPLP
	4401-4445 Carolina Avenue
	 	Richmond, VA	 	 	158,700	 	 	 	62,100	 	 	LPLP
	9601 Cosner Drive
	 	Fredericksburg, VA	 	 	128,500	 	 	 	128,500	 	 	LPLP
	7620 Cetronia Road
	 	Allentown, PA	 	 	155,060	 	 	 	155,060	 	 	LPLP
	3100 Horizon Drive
	 	King of Prussia, PA	 	 	41,000	 	 	 	41,000	 	 	LPLP
	3500 Horizon Drive
	 	King of Prussia, PA	 	 	65,579	 	 	 	65,579	 	 	LPLP
	200 Chesterfield Parkway
	 	Malvern, PA	 	 	28,495	 	 	 	28,495	 	 	LPLP
	3102,3104,3110 Cherry Palm Drive
	 	Tampa, FL	 	 	74,397	 	 	 	56,004	 	 	LPLP
	4344 Federal Drive
	 	Greensboro, NC	 	 	92,425	 	 	 	92,425	 	 	LPLP
	767 Electronic Drive
	 	Horsham, PA	 	 	45,000	 	 	 	45,000	 	 	LPLP
	5601-5669 Eastport Boulevard
	 	Richmond, VA	 	 	150,000	 	 	 	124,000	 	 	LPLP
	5900 Eastport Boulevard
	 	Richmond, VA	 	 	142,800	 	 	 	142,800	 	 	LPLP
	7020 AC Skinner Parkway
	 	Jacksonville, FL	 	 	42,184	 	 	 	38,115	 	 	LPLP
	7022 AC Skinner Parkway
	 	Jacksonville, FL	 	 	88,200	 	 	 	88,200	 	 	LPLP
	132 Welsh Road
	 	Horsham, PA	 	 	45,200	 	 	 	42,289	 	 	LPLP
	11777 Central Highway
	 	Jacksonville, FL	 	 	50,000	 	 	 	50,000	 	 	LPLP
	5 Country View Road
	 	Malvern, PA	 	 	63,170	 	 	 	63,170	 	 	LPLP
	4717-4729 Eubank Road
	 	Richmond, VA	 	 	141,360	 	 	 	141,360	 	 	LPLP
	1455 Valley Center Parkway
	 	Bethlehem, PA	 	 	54,118	 	 	 	54,118	 	 	LPLP
	4000 Piedmont Parkway
	 	High Point, NC	 	 	60,383	 	 	 	43,408	 	 	LPLP





 


 









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June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	8401-8408 Benjamin Road
	 	Tampa, FL	 	 	127,166	 	 	 	127,166	 	 	LPLP
	301 Lippincott Drive
	 	Marlton, NJ	 	 	82,482	 	 	 	51,832	 	 	LPLP
	303 Lippincott Drive
	 	Marlton, NJ	 	 	83,260	 	 	 	83,260	 	 	LPLP
	3200 Horizon Drive
	 	King of Prussia, PA	 	 	91,096	 	 	 	45,995	 	 	LPLP
	3000 Horizon Drive
	 	King of Prussia, PA	 	 	47,309	 	 	 	47,309	 	 	LPLP
	4263F-N Carolina Avenue
	 	Richmond, VA	 	 	57,600	 	 	 	34,389	 	 	LPLP
	1640 Valley Center Parkway
	 	Bethlehem, PA	 	 	30,850	 	 	 	30,850	 	 	LPLP
	1650 Valley Center Parkway
	 	Bethlehem, PA	 	 	29,150	 	 	 	20,213	 	 	LPLP
	1660 Valley Center Parkway
	 	Bethlehem, PA	 	 	27,500	 	 	 	20,092	 	 	LPLP
	13000 Route 73 North
	 	Mt. Laurel, NJ	 	 	61,698	 	 	 	40,273	 	 	LPLP
	4380 Federal Drive
	 	Greensboro, NC	 	 	79,200	 	 	 	79,200	 	 	LPLP
	4388 Federal Drive
	 	Greensboro, NC	 	 	32,400	 	 	 	32,400	 	 	LPLP
	4345 Southpoint Parkway
	 	Jacksonville, FL	 	 	104,358	 	 	 	104,358	 	 	LPLP
	300 Welsh Road — Building #3
	 	Horsham, PA	 	 	23,461	 	 	 	23,461	 	 	LPLP
	300 Welsh Road — Building #4
	 	Horsham, PA	 	 	37,653	 	 	 	37,653	 	 	LPLP
	83 South Commerce Way
	 	Bethlehem, PA	 	 	18,983	 	 	 	11,822	 	 	LPLP
	85 South Commerce Way
	 	Bethlehem, PA	 	 	21,119	 	 	 	15,210	 	 	LPLP
	87 South Commerce Way
	 	Bethlehem, PA	 	 	22,653	 	 	 	13,583	 	 	LPLP
	8801 Tinicum Boulevard
	 	Philadelphia, PA	 	 	441,000	 	 	 	441,000	 	 	LPPLP
	7016 AC Skinner Parkway
	 	Jacksonville, FL	 	 	39,350	 	 	 	39,350	 	 	LPLP
	7018 AC Skinner Parkway
	 	Jacksonville, FL	 	 	92,872	 	 	 	87,719	 	 	LPLP
	440 E. Swedesford Road
	 	King of Prussia, PA	 	 	72,336	 	 	 	72,336	 	 	LPLP
	460 E. Swedesford Road
	 	King of Prussia, PA	 	 	71,739	 	 	 	71,739	 	 	LPLP
	50 Morehall Road
	 	Malvern, PA	 	 	117,000	 	 	 	117,000	 	 	LPLP
	89 South Commerce Way
	 	Bethlehem, PA	 	 	43,200	 	 	 	43,200	 	 	LPLP
	6532 Judge Adams Road
	 	Rock Creek, NC	 	 	151,600	 	 	 	137,600	 	 	LPLP
	6530 Judge Adams Road
	 	Rock Creek, NC	 	 	151,600	 	 	 	151,600	 	 	LPLP
	5000 Cox Road
	 	Glen Allen, VA	 	 	58,367	 	 	 	58,367	 	 	LPLP
	5500 Cox Road
	 	Glen Allen, VA	 	 	53,863	 	 	 	45,558	 	 	LPLP





 


 









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	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	510 Eastpark Court
	 	Richmond, VA	 	 	51,874	 	 	 	50,329	 	 	LPLP
	520 Eastpark Court
	 	Richmond, VA	 	 	144,228	 	 	 	144,228	 	 	LPLP
	2 Walnut Grove Drive
	 	Horsham, PA	 	 	81,856	 	 	 	77,762	 	 	LPLP
	5 Walnut Grove Drive
	 	Horsham, PA	 	 	105,000	 	 	 	91,519	 	 	LPLP
	7014 AC Skinner Parkway
	 	Jacksonville, FL	 	 	85,380	 	 	 	85,380	 	 	LPLP
	7248 Industrial Boulevard
	 	Allentown, PA	 	 	497,000	 	 	 	295,350	 	 	LPLP
	111 Kelsey Lane
	 	Tampa, FL	 	 	60,200	 	 	 	60,200	 	 	LPLP
	200 Gibraltar Road
	 	Horsham, PA	 	 	64,452	 	 	 	15,991	 	 	LPLP
	220 Gibraltar Road
	 	Horsham, PA	 	 	63,587	 	 	 	54,813	 	 	LPLP
	240 Gibraltar Road
	 	Horsham, PA	 	 	63,587	 	 	 	63,587	 	 	LPLP
	151 South Warner Road
	 	King of Prussia, PA	 	 	89,914	 	 	 	89,914	 	 	LPLP
	1 Walnut Grove Drive
	 	Horsham, PA	 	 	66,372	 	 	 	—	 	 	LPLP
	7930, 8010-20 Woodland Center Boulevard
	 	Tampa, FL	 	 	89,758	 	 	 	78,958	 	 	LPLP
	7920 Woodland Center Boulevard
	 	Tampa, FL	 	 	52,627	 	 	 	52,627	 	 	LPLP
	8154-8198 Woodland Center Boulevard
	 	Tampa, FL	 	 	45,382	 	 	 	30,762	 	 	LPLP
	8112-42 Woodland Center Boulevard
	 	Tampa, FL	 	 	39,155	 	 	 	39,155	 	 	LPLP
	8202 Woodland Center Boulevard
	 	Tampa, FL	 	 	39,155	 	 	 	39,155	 	 	LPLP
	5701-5799 Eastport Boulevard.
	 	Richmond, VA	 	 	174,720	 	 	 	174,720	 	 	LPLP
	3604 Horizon Drive
	 	King of Prussia, PA	 	 	22,000	 	 	 	16,858	 	 	LPLP
	131 Kelsey Lane
	 	Tampa, FL	 	 	89,290	 	 	 	89,290	 	 	LPLP
	6601-6625 W. 78th Street
	 	Bloomington, MN	 	 	325,000	 	 	 	325,000	 	 	LPLP
	650 Swedesford Road
	 	King of Prussia, PA	 	 	100,000	 	 	 	95,530	 	 	LPLP
	680 Swedesford Road
	 	King of Prussia, PA	 	 	102,500	 	 	 	102,500	 	 	LPLP
	2905 Northwest Boulevard
	 	Plymouth, MN	 	 	84,765	 	 	 	49,609	 	 	LPLP
	2800 Campus Drive
	 	Plymouth, MN	 	 	65,624	 	 	 	61,924	 	 	LPLP
	2955 Xenium Lane
	 	Plymouth, MN	 	 	24,800	 	 	 	14,850	 	 	LPLP
	6321-6325 Bury Drive
	 	Eden Prairie, MN	 	 	73,278	 	 	 	38,780	 	 	LPLP
	7660-7716 Golden Triangle Drive
	 	Eden Prairie, MN	 	 	89,672	 	 	 	67,169	 	 	LPLP
	7400 Flying Cloud Drive
	 	Eden Prairie, MN	 	 	32,137	 	 	 	—	 	 	LPLP





 


 









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	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	10301-10305 West 70th Street
	 	Eden Prairie, MN	 	 	23,547	 	 	 	23,547	 	 	LPLP
	10321 West 70th Street
	 	Eden Prairie, MN	 	 	28,372	 	 	 	28,372	 	 	LPLP
	10333 West 70th Street
	 	Eden Prairie, MN	 	 	21,640	 	 	 	20,525	 	 	LPLP
	10349-10357 West 70th Street
	 	Eden Prairie, MN	 	 	53,912	 	 	 	53,912	 	 	LPLP
	10365-10375 West 70th Street
	 	Eden Prairie, MN	 	 	56,877	 	 	 	56,877	 	 	LPLP
	10393-10394 West 70th Street
	 	Eden Prairie, MN	 	 	52,684	 	 	 	52,684	 	 	LPLP
	7078 Shady Oak Road
	 	Eden Prairie, MN	 	 	67,041	 	 	 	—	 	 	LPLP
	4801 Cox Road
	 	Glen Allen, VA	 	 	80,397	 	 	 	77,226	 	 	LPLP
	4160 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	107,480	 	 	 	107,480	 	 	LPLP
	1525 Valley Center Parkway
	 	Bethlehem, PA	 	 	75,000	 	 	 	49,923	 	 	LPLP
	6000 Commerce Parkway
	 	Mt. Laurel, NJ	 	 	54,000	 	 	 	54,000	 	 	LPLP
	8000 Commerce Parkway
	 	Mt. Laurel, NJ	 	 	54,185	 	 	 	54,185	 	 	LPLP
	9000 Commerce Parkway
	 	Mt. Laurel, NJ	 	 	66,164	 	 	 	60,164	 	 	LPLP
	10400 Viking Drive
	 	Eden Prairie, MN	 	 	167,172	 	 	 	165,448	 	 	LPLP
	9770 Patuxent Woods Drive
	 	Columbia, MD	 	 	35,520	 	 	 	27,332	 	 	LPLP
	9780 Patuxent Woods Drive
	 	Columbia, MD	 	 	22,270	 	 	 	22,270	 	 	LPLP
	9790 Patuxent Woods Drive
	 	Columbia, MD	 	 	25,345	 	 	 	11,614	 	 	LPLP
	9810 Patuxent Woods Drive
	 	Columbia, MD	 	 	27,699	 	 	 	22,709	 	 	LPLP
	9800 Patuxent Woods Drive
	 	Columbia, MD	 	 	31,095	 	 	 	11,880	 	 	LPLP
	9820 Patuxent Woods Drive
	 	Columbia, MD	 	 	24,528	 	 	 	6,728	 	 	LPLP
	9830 Patuxent Woods Drive
	 	Columbia, MD	 	 	30,800	 	 	 	30,800	 	 	LPLP
	1000 Briggs Road
	 	Mt. Laurel, NJ	 	 	40,946	 	 	 	40,946	 	 	LPLP
	1025 Briggs Road
	 	Mt. Laurel, NJ	 	 	61,019	 	 	 	61,019	 	 	LPLP
	1020 Briggs Road
	 	Mt. Laurel, NJ	 	 	35,252	 	 	 	35,252	 	 	LPLP
	1701 Clint Moore Road
	 	Boca Raton, FL	 	 	80,060	 	 	 	80,060	 	 	LPLP
	4194 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	26,752	 	 	 	26,752	 	 	LPLP
	4196 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	19,647	 	 	 	16,590	 	 	LPLP
	1 Great Valley Parkway
	 	Malvern, PA	 	 	60,880	 	 	 	40,807	 	 	LPLP
	5 Great Valley Parkway
	 	Malvern, PA	 	 	65,044	 	 	 	57,353	 	 	LPLP





 


 









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	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	4170 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	43,040	 	 	 	43,040	 	 	LPLP
	4180 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	33,440	 	 	 	33,440	 	 	LPLP
	4050 Piedmont Parkway
	 	High Point, NC	 	 	220,562	 	 	 	191,240	 	 	LPLP
	5600 & 5610 Rowland Road
	 	Minnetonka, MN	 	 	120,709	 	 	 	84,837	 	 	LPLP
	4198 Cox Road
	 	Glen Allen, VA	 	 	44,089	 	 	 	39,980	 	 	LPLP
	1001 Cedar Hollow Road
	 	Malvern, PA	 	 	133,000	 	 	 	133,000	 	 	LPLP
	3 Country View Road
	 	Malvern, PA	 	 	70,000	 	 	 	70,000	 	 	LPLP
	2000 Crawford Place
	 	Mt. Laurel, NJ	 	 	74,013	 	 	 	53,781	 	 	LPLP
	425 Technology Drive
	 	Malvern, PA	 	 	22,407	 	 	 	6,480	 	 	LPLP
	375 Technology Drive
	 	Malvern, PA	 	 	16,500	 	 	 	16,500	 	 	LPLP
	45 Liberty Boulevard
	 	Malvern, PA	 	 	136,977	 	 	 	115,083	 	 	LPLP
	100 Chesterfield Parkway
	 	Malvern, PA	 	 	66,906	 	 	 	66,906	 	 	LPLP
	4510 Cox Road
	 	Glen Allen, VA	 	 	72,655	 	 	 	72,655	 	 	LPLP
	9550 Satellite Boulevard
	 	Orlando, FL	 	 	70,520	 	 	 	70,520	 	 	LPLP
	7724 Woodland Center Boulevard
	 	Tampa, FL	 	 	29,350	 	 	 	29,350	 	 	LPLP
	7802-50 Woodland Center Boulevard
	 	Tampa, FL	 	 	44,350	 	 	 	44,350	 	 	LPLP
	7852-98 Woodland Center Boulevard
	 	Tampa, FL	 	 	44,350	 	 	 	38,028	 	 	LPLP
	6600 Southpoint Parkway
	 	Jacksonville, FL	 	 	56,460	 	 	 	56,460	 	 	LPLP
	6700 Southpoint Parkway
	 	Jacksonville, FL	 	 	46,500	 	 	 	46,500	 	 	LPLP
	181-187 Gibraltar Road
	 	Horsham, PA	 	 	48,870	 	 	 	48,870	 	 	LPLP
	104 Rock Road
	 	Horsham, PA	 	 	51,375	 	 	 	51,375	 	 	LPLP
	123-135 Rock Road
	 	Horsham, PA	 	 	37,500	 	 	 	34,295	 	 	LPLP
	111-159 Gibraltar Road
	 	Horsham, PA	 	 	63,036	 	 	 	54,803	 	 	LPLP
	161-175 Gibraltar Road
	 	Horsham, PA	 	 	49,732	 	 	 	49,732	 	 	LPLP
	103-109 Gibraltar Road
	 	Horsham, PA	 	 	42,000	 	 	 	24,000	 	 	LPLP
	261-283 Gibraltar Road
	 	Horsham, PA	 	 	60,000	 	 	 	60,000	 	 	LPLP
	201-223 Witmer Road
	 	Horsham, PA	 	 	60,000	 	 	 	48,243	 	 	LPLP
	231-237 Gibraltar Road
	 	Horsham, PA	 	 	60,000	 	 	 	60,000	 	 	LPLP
	100 Gibraltar Road
	 	Horsham, PA	 	 	2,800	 	 	 	—	 	 	LPLP





 


 









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	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	101 Gibraltar Road
	 	Horsham, PA	 	 	56,845	 	 	 	43,124	 	 	LPLP
	506 Prudential Road
	 	Horsham, PA	 	 	18,200	 	 	 	18,200	 	 	LPLP
	113-123 Rock Road
	 	Horsham, PA	 	 	37,500	 	 	 	37,500	 	 	LPLP
	101-111 Rock Road
	 	Horsham, PA	 	 	37,884	 	 	 	37,884	 	 	LPLP
	120 Gibraltar Road
	 	Horsham, PA	 	 	49,023	 	 	 	49,023	 	 	LPLP
	110 Gibraltar Road
	 	Horsham, PA	 	 	59,429	 	 	 	56,491	 	 	LPLP
	100-107 Lakeside Drive
	 	Horsham, PA	 	 	27,465	 	 	 	27,465	 	 	LPLP
	200-264 Lakeside Drive
	 	Horsham, PA	 	 	54,623	 	 	 	41,085	 	 	LPLP
	300-309 Lakeside Drive
	 	Horsham, PA	 	 	43,832	 	 	 	40,881	 	 	LPLP
	400-445 Lakeside Drive
	 	Horsham, PA	 	 	62,123	 	 	 	62,123	 	 	LPLP
	104 Witmer Road
	 	Horsham, PA	 	 	24,300	 	 	 	—	 	 	LPLP
	201 Gibraltar Road
	 	Horsham, PA	 	 	46,697	 	 	 	46,697	 	 	LPLP
	2920 Northwest Boulevard
	 	Plymouth, MN	 	 	81,779	 	 	 	81,779	 	 	LPLP
	3600 Horizon Drive
	 	King of Prussia, PA	 	 	34,421	 	 	 	34,421	 	 	LPLP
	3602 Horizon Drive
	 	King of Prussia, PA	 	 	22,820	 	 	 	22,820	 	 	LPLP
	2809 South Lynnhaven Road
	 	Virginia Beach, VA	 	 	62,924	 	 	 	62,924	 	 	LPLP
	200 Golden Oak Court
	 	Virginia Beach, VA	 	 	74,290	 	 	 	65,556	 	 	LPLP
	208 Golden Oak Court
	 	Virginia Beach, VA	 	 	63,825	 	 	 	63,309	 	 	LPLP
	1 Enterprise Parkway
	 	Hampton, VA	 	 	63,029	 	 	 	42,910	 	 	LPLP
	22 Enterprise Parkway
	 	Hampton, VA	 	 	72,444	 	 	 	66,237	 	 	LPLP
	4801 Executive Park Court — 100
	 	Jacksonville, FL	 	 	60,000	 	 	 	60,000	 	 	LPLP
	4801 Executive Park Court — 200
	 	Jacksonville, FL	 	 	40,000	 	 	 	40,000	 	 	LPLP
	4810 Executive Park Court
	 	Jacksonville, FL	 	 	40,000	 	 	 	35,130	 	 	LPLP
	6602 Executive Park Court — 100
	 	Jacksonville, FL	 	 	42,000	 	 	 	42,000	 	 	LPLP
	6602 Executive Park Court — 200
	 	Jacksonville, FL	 	 	32,000	 	 	 	27,500	 	 	LPLP
	6631 Executive Park Court — 100
	 	Jacksonville, FL	 	 	27,200	 	 	 	27,200	 	 	LPLP
	6631 Executive Park Court — 200
	 	Jacksonville, FL	 	 	44,000	 	 	 	44,000	 	 	LPLP
	4815 Executive Park Court — 100
	 	Jacksonville, FL	 	 	39,600	 	 	 	39,600	 	 	LPLP
	4815 Executive Park Court — 200
	 	Jacksonville, FL	 	 	50,000	 	 	 	25,000	 	 	LPLP





 


 









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	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	4825 Executive Park Court
	 	Jacksonville, FL	 	 	65,000	 	 	 	65,000	 	 	LPLP
	4820 Executive Park Court
	 	Jacksonville, FL	 	 	60,000	 	 	 	49,200	 	 	LPLP
	3 Franklin Plaza
	 	Philadelphia, PA	 	 	215,350	 	 	 	215,350	 	 	LPPLP II
	530 Eastpark Court
	 	Richmond, VA	 	 	48,000	 	 	 	48,000	 	 	LPLP
	5410 — 5430 Northwest 33rd Avenue
	 	Ft. Lauderdale, FL	 	 	64,299	 	 	 	64,299	 	 	LPLP
	10511 & 10611 Satellite Boulevard
	 	Orlando, FL	 	 	76,800	 	 	 	70,400	 	 	LPLP
	400-500 Brandywine Parkway
	 	West Chester, PA	 	 	101,536	 	 	 	101,536	 	 	LPLP
	600 Brandywine Parkway
	 	West Chester, PA	 	 	78,615	 	 	 	78,615	 	 	LPLP
	7562 Penn Drive
	 	Allentown, PA	 	 	26,950	 	 	 	26,950	 	 	LPLP
	7277 Williams Avenue
	 	Allentown, PA	 	 	41,040	 	 	 	31,440	 	 	LPLP
	6500 NW 12th Avenue
	 	Ft. Lauderdale, FL	 	 	66,000	 	 	 	59,100	 	 	LPLP
	6600 NW 12th Avenue
	 	Ft. Lauderdale, FL	 	 	65,791	 	 	 	59,791	 	 	LPLP
	1500 SW 5th Court
	 	Pompano Beach, FL	 	 	118,992	 	 	 	118,992	 	 	LPLP
	1651 SW 5th Court
	 	Pompano Beach, FL	 	 	25,200	 	 	 	25,200	 	 	LPLP
	1601 SW 5th Court
	 	Pompano Beach, FL	 	 	25,200	 	 	 	25,200	 	 	LPLP
	1501 SW 5th Court
	 	Pompano Beach, FL	 	 	25,200	 	 	 	25,200	 	 	LPLP
	1400 SW 6th Court
	 	Pompano Beach, FL	 	 	143,459	 	 	 	118,459	 	 	LPLP
	1405 SW 6th Court
	 	Pompano Beach, FL	 	 	48,720	 	 	 	41,720	 	 	LPLP
	595 SW 13th Terrace
	 	Pompano Beach, FL	 	 	44,627	 	 	 	44,627	 	 	LPLP
	601 SW 13th Terrace
	 	Pompano Beach, FL	 	 	20,385	 	 	 	20,385	 	 	LPLP
	605 SW 16th Terrace
	 	Pompano Beach, FL	 	 	38,458	 	 	 	38,458	 	 	LPLP
	8921 Brittany Way
	 	Tampa, FL	 	 	32,000	 	 	 	32,000	 	 	LPLP
	6000 Eastport Blvd
	 	Richmond, VA	 	 	149,040	 	 	 	149,040	 	 	LPLP
	2700 Horizon Drive
	 	King of Prussia, PA	 	 	45,000	 	 	 	45,000	 	 	LPLP
	2900 Horizon Drive
	 	King of Prussia, PA	 	 	50,000	 	 	 	50,000	 	 	LPLP
	2500 Renaissance Boulevard
	 	King of Prussia, PA	 	 	30,500	 	 	 	30,500	 	 	LPLP
	2300 Renaissance Boulevard
	 	King of Prussia, PA	 	 	31,000	 	 	 	31,000	 	 	LPLP
	951 Broken Sound Parkway
	 	Boca Raton, FL	 	 	85,610	 	 	 	63,067	 	 	LPLP
	719 Dresher Road
	 	Horsham, PA	 	 	35,212	 	 	 	35,212	 	 	LPLP





 


 









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	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	6601 Executive Park Circle North
	 	Jacksonville, FL	 	 	80,000	 	 	 	80,000	 	 	LPLP
	3400 Lakeside Drive
	 	Miramar, FL	 	 	120,130	 	 	 	112,372	 	 	LPLP
	3450 Lakeside Drive
	 	Miramar, FL	 	 	119,212	 	 	 	115,073	 	 	LPLP
	3350 SW 148th Avenue
	 	Miramar, FL	 	 	154,768	 	 	 	149,581	 	 	LPLP
	2100 Renaissance Boulevard
	 	King of Prussia, PA	 	 	102,085	 	 	 	102,085	 	 	LPLP
	4 Walnut Grove
	 	Horsham, PA	 	 	109,700	 	 	 	109,700	 	 	LPLP
	7355 Williams Avenue
	 	Allentown, PA	 	 	43,425	 	 	 	43,425	 	 	LPLP
	794 Roble Road
	 	Allentown, PA	 	 	101,750	 	 	 	101,750	 	 	LPLP
	484 Viking Drive
	 	Virginia Beach, VA	 	 	39,804	 	 	 	32,687	 	 	LPLP
	3829-3855 Gaskins Road
	 	Richmond, VA	 	 	44,926	 	 	 	44,926	 	 	LPLP
	5000 Dearborn Court
	 	Mt. Laurel, NJ	 	 	56,016	 	 	 	56,016	 	 	LPLP
	5400-5500 Feltl Road
	 	Minnetonka, MN	 	 	135,240	 	 	 	112,372	 	 	LPLP
	14630-14650 28th Avenue North
	 	Plymouth, MN	 	 	56,100	 	 	 	56,100	 	 	LPLP
	245 Executive Drive
	 	Brookfield, WI	 	 	75,064	 	 	 	75,064	 	 	LPLP
	5250 Eagle Trail Drive
	 	Tampa, FL	 	 	97,400	 	 	 	97,400	 	 	LPLP
	629 Phoenix Drive
	 	Virginia Beach, VA	 	 	24,549	 	 	 	20,060	 	 	LPLP
	2250 Hickory Road
	 	Plymouth Meeting, PA	 	 	83,055	 	 	 	80,082	 	 	LPLP
	13650 NW 8th Street
	 	Sunrise, FL	 	 	24,732	 	 	 	24,732	 	 	LPLP
	13630 NW 8th Street
	 	Sunrise, FL	 	 	29,444	 	 	 	22,943	 	 	LPLP
	3400 Horizon Drive
	 	King of Prussia, PA	 	 	72,491	 	 	 	38,921	 	 	LPLP
	602 Heron Drive
	 	Bridgeport, NJ	 	 	26,450	 	 	 	26,450	 	 	LPLP
	10800 Nuckols Boulevard
	 	Richmond, VA	 	 	135,375	 	 	 	—	 	 	LPLP
	4901 Belfort Road
	 	Jacksonville, FL	 	 	78,930	 	 	 	78,930	 	 	LPLP
	777 Yamato Road
	 	Boca Raton, FL	 	 	155,481	 	 	 	130,353	 	 	LPLP
	7625 Smetana Lane
	 	Eden Prairie, MN	 	 	55,924	 	 	 	55,924	 	 	LPLP
	4606 Richlynn Drive
	 	Belcamp, MD	 	 	65,000	 	 	 	65,000	 	 	LPLP
	5700 Cleveland Street
	 	Virginia Beach, VA	 	 	86,170	 	 	 	80,424	 	 	LPLP
	7695-7699 Anagram Drive
	 	Eden Prairie, MN	 	 	39,390	 	 	 	39,390	 	 	LPLP
	2216 Directors Row
	 	Orlando, FL	 	 	118,500	 	 	 	—	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	1901 Summit Tower Boulevard
	 	Maitland, FL	 	 	120,268	 	 	 	120,268	 	 	LPLP
	1001 Briggs Road
	 	Mt. Laurel, NJ	 	 	63,545	 	 	 	63,545	 	 	LPLP
	7725 Woodland Center Boulevard
	 	Tampa, FL	 	 	42,615	 	 	 	42,615	 	 	LPLP
	7550 Meridian Circle
	 	Maple Grove, MN	 	 	49,827	 	 	 	24,312	 	 	LPLP
	4300 Federal Drive
	 	Greensboro, NC	 	 	59,200	 	 	 	59,200	 	 	LPLP
	3255 Neil Armstrong Boulevard
	 	Eagan, MN	 	 	87,402	 	 	 	87,402	 	 	LPLP
	4875 Belfort Road
	 	Jacksonville, FL	 	 	79,955	 	 	 	79,955	 	 	LPLP
	4899 Belfort Road
	 	Jacksonville, FL	 	 	80,797	 	 	 	31,412	 	 	LPLP
	1801 Clint Moore Road
	 	Boca Raton, FL	 	 	47,442	 	 	 	19,520	 	 	LPLP
	7800 N. 113th Street
	 	Milwaukee, WI	 	 	80,569	 	 	 	—	 	 	LPLP
	9600 54th Avenue
	 	Plymouth, MN	 	 	50,021	 	 	 	—	 	 	LPLP
	8001 Woodland Center Boulevard
	 	Tampa, FL	 	 	29,999	 	 	 	17,234	 	 	LPLP
	8945-8975 Guilford Road
	 	Columbia, MD	 	 	101,596	 	 	 	63,718	 	 	RBCLP
	4630 Woodland Corporate Boulevard
	 	Tampa, FL	 	 	140,548	 	 	 	123,036	 	 	LPLP
	31700 Research Park Drive
	 	Madison Heights, MI	 	 	23,980	 	 	 	23,980	 	 	LPLP
	1201 East Whitcomb Avenue
	 	Madison Heights, MI	 	 	26,660	 	 	 	—	 	 	LPLP
	300 Welsh Road
	 	Horsham, PA	 	 	33,205	 	 	 	33,205	 	 	LPLP
	7317 Parkway Drive
	 	Hanover, MD	 	 	30,000	 	 	 	—	 	 	LPLP
	7800 Equitable Drive
	 	Eden Prairie, MN	 	 	43,426	 	 	 	43,426	 	 	LPLP
	7905 Fuller Road
	 	Eden Prairie, MN	 	 	74,224	 	 	 	74,224	 	 	LPLP
	600 Chesterfield Parkway
	 	Malvern, PA	 	 	79,694	 	 	 	79,694	 	 	LPLP
	700 Chesterfield Parkway
	 	Malvern, PA	 	 	79,694	 	 	 	79,694	 	 	LPLP
	2301 Renaissance Boulevard
	 	King of Prussia, PA	 	 	197,000	 	 	 	197,000	 	 	LPLP
	2520 Renaissance Boulevard
	 	King of Prussia, PA	 	 	53,109	 	 	 	53,109	 	 	LPLP
	701-725 South US Hwy 301
	 	Tampa, FL	 	 	65,380	 	 	 	65,380	 	 	LPLP
	9023 Columbine Road
	 	Eden Prairie, MN	 	 	62,200	 	 	 	62,200	 	 	LPLP
	9801 80th Avenue
	 	Pleasant Prairie, WI	 	 	277,454	 	 	 	277,454	 	 	LPLP
	11950 W. Lake Park Drive
	 	Milwaukee, WI	 	 	35,749	 	 	 	35,749	 	 	LPLP
	11400 W. Lake Park Drive
	 	Milwaukee, WI	 	 	35,928	 	 	 	28,723	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	11425 W. Lake Park Drive
	 	Milwaukee, WI	 	 	35,817	 	 	 	35,817	 	 	LPLP
	11301 W. Lake Park Drive
	 	Milwaukee, WI	 	 	40,020	 	 	 	20,098	 	 	LPLP
	11900 W. Lake Park Drive
	 	Milwaukee, WI	 	 	36,522	 	 	 	36,522	 	 	LPLP
	18 Great Valley Parkway
	 	Malvern, PA	 	 	28,523	 	 	 	28,523	 	 	LPLP
	4905 Belfort Road
	 	Jacksonville, FL	 	 	54,835	 	 	 	54,835	 	 	LPLP
	4135 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	33,758	 	 	 	32,440	 	 	LPLP
	4502 Woodland Corporate Boulevard
	 	Tampa, FL	 	 	42,680	 	 	 	42,680	 	 	LPLP
	700 Dresher Road
	 	Horsham, PA	 	 	110,000	 	 	 	110,000	 	 	LPLP
	9001-9015 Brittany Way
	 	Tampa, FL	 	 	30,000	 	 	 	30,000	 	 	LPLP
	651 Boulder Drive
	 	Allentown, PA	 	 	522,000	 	 	 	522,000	 	 	LPLP
	2201 Renaissance Boulevard
	 	King of Prussia, PA	 	 	132,823	 	 	 	132,823	 	 	LPLP
	2560 Renaissance Boulevard
	 	King of Prussia, PA	 	 	35,000	 	 	 	35,000	 	 	LPLP
	7251 Salisbury Road
	 	Jacksonville, FL	 	 	65,280	 	 	 	50,548	 	 	LPLP
	5 Manhattan Square
	 	Hampton, VA	 	 	17,068	 	 	 	17,068	 	 	LPLP
	6161 Green Valley Drive
	 	Bloomington, MN	 	 	36,827	 	 	 	11,810	 	 	LPLP
	4700 Nathan Lane North
	 	Minneapolis, MN	 	 	191,336	 	 	 	191,336	 	 	LPLP
	8967 Columbine Road
	 	Eden Prairie, MN	 	 	39,862	 	 	 	39,862	 	 	LPLP
	2400 South Lake Orange Drive
	 	Orlando, FL	 	 	60,800	 	 	 	60,800	 	 	LPLP
	4508 Woodland Corporate Boulevard
	 	Tampa, FL	 	 	40,140	 	 	 	40,140	 	 	LPLP
	4198 Eagle Hill Drive
	 	High Point, NC	 	 	150,000	 	 	 	150,000	 	 	LPLP
	550-590 Hale Avenue
	 	Oakdale, MN	 	 	100,600	 	 	 	100,600	 	 	LPLP
	11 Great Valley Parkway
	 	Malvern, PA	 	 	27,348	 	 	 	27,348	 	 	LPLP
	7622 Bald Cypress Place
	 	Tampa, FL	 	 	15,000	 	 	 	15,000	 	 	LPLP
	1015 Briggs Road
	 	Mt. Laurel, NJ	 	 	37,600	 	 	 	37,600	 	 	LPLP
	7777 Golden Triangle Drive
	 	Eden Prairie, MN	 	 	31,116	 	 	 	31,116	 	 	LPLP
	680 Blair Mill Road
	 	Horsham, PA	 	 	115,110	 	 	 	115,110	 	 	LPLP
	11414 West Park Place
	 	Milwaukee, WI	 	 	86,723	 	 	 	81,086	 	 	LPLP
	8939 Columbine Road
	 	Eden Prairie, MN	 	 	48,000	 	 	 	48,000	 	 	LPLP
	901-933 US Highway 301 South
	 	Tampa, FL	 	 	65,200	 	 	 	65,200	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	7615 Smetana Lane
	 	Eden Prairie, MN	 	 	93,444	 	 	 	93,444	 	 	LPLP
	7805 Hudson Road
	 	Woodbury, MN	 	 	138,732	 	 	 	138,732	 	 	LPLP
	11520 West Calumet Road
	 	Milwaukee, WI	 	 	15,293	 	 	 	—	 	 	LPLP
	12100 West Park Place
	 	Milwaukee, WI	 	 	56,293	 	 	 	49,870	 	 	LPLP
	11020 West Plank Court
	 	Wauwatosa, WI	 	 	49,061	 	 	 	30,212	 	 	LPLP
	1400 Liberty Ridge Drive
	 	Wayne, PA	 	 	101,136	 	 	 	94,023	 	 	LPLP
	1500, 1550 Liberty Ridge Drive
	 	Chesterbrook, PA	 	 	233,120	 	 	 	228,074	 	 	LPLP
	10245 Centurion Parkway North
	 	Jacksonville, FL	 	 	51,974	 	 	 	51,974	 	 	LPLP
	17000 Commerce Parkway
	 	Mt. Laurel, NJ	 	 	29,768	 	 	 	29,768	 	 	LPLP
	6220 Old Dobbin Lane
	 	Columbia, MD	 	 	64,515	 	 	 	64,515	 	 	LPLP
	1200 Liberty Ridge Drive
	 	Wayne, PA	 	 	86,150	 	 	 	62,752	 	 	LPLP
	4183 Eagle Hill Drive
	 	High Point, NC	 	 	96,000	 	 	 	96,000	 	 	LPLP
	4189 Eagle Hill Drive
	 	High Point, NC	 	 	96,000	 	 	 	96,000	 	 	LPLP
	6923 Lee Vista Blvd
	 	Orlando, FL	 	 	30,000	 	 	 	30,000	 	 	LPLP
	4020 Meeting Way
	 	High Point, NC	 	 	15,000	 	 	 	15,000	 	 	LPLP
	10801 Nesbitt Avenue South
	 	Bloomington, MN	 	 	56,000	 	 	 	56,000	 	 	LPLP
	3773 Corporate Parkway
	 	Center Valley, PA	 	 	71,000	 	 	 	67,430	 	 	LPLP
	6250 Old Dobbin Lane
	 	Columbia, MD	 	 	31,000	 	 	 	26,943	 	 	LPLP
	6200 Old Dobbin Lane
	 	Columbia, MD	 	 	31,000	 	 	 	31,000	 	 	LPLP
	6210 Old Dobbin Lane
	 	Columbia, MD	 	 	31,000	 	 	 	31,000	 	 	LPLP
	6240 Old Dobbin Lane
	 	Columbia, MD	 	 	31,000	 	 	 	28,615	 	 	LPLP
	4887 Belfort Road
	 	Jacksonville, FL	 	 	81,608	 	 	 	78,537	 	 	LPLP
	6501 Lee Vista Boulevard
	 	Orlando, FL	 	 	68,132	 	 	 	68,132	 	 	LPLP
	7028 Snowdrift Road
	 	Fogelville, PA	 	 	45,000	 	 	 	45,000	 	 	LPLP
	74 West Broad Street
	 	Bethlehem, PA	 	 	120,777	 	 	 	97,095	 	 	LPLP
	4503 Woodland Corporate Boulevard
	 	Tampa, FL	 	 	30,000	 	 	 	30,000	 	 	LPLP
	4505 Woodland Corporate Boulevard
	 	Tampa, FL	 	 	25,000	 	 	 	25,000	 	 	LPLP
	4511 Woodland Corporate Boulevard
	 	Tampa, FL	 	 	25,000	 	 	 	25,000	 	 	LPLP
	4600 Nathan Lane
	 	Minneapolis, MN	 	 	85,528	 	 	 	63,891	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	7255 Salisbury Road
	 	Jacksonville, FL	 	 	57,120	 	 	 	37,630	 	 	LPLP
	8150 Industrial Boulevard
	 	Allentown, PA	 	 	300,000	 	 	 	300,000	 	 	LPLP
	8995 Columbine Road
	 	Eden Prairie, MN	 	 	46,112	 	 	 	46,112	 	 	LPLP
	8911 Columbine Road
	 	Eden Prairie, MN	 	 	38,536	 	 	 	38,536	 	 	LPLP
	8855 Columbine Road
	 	Eden Prairie, MN	 	 	58,145	 	 	 	58,145	 	 	LPLP
	1317 Executive Blvd.
	 	Chesapeake, VA	 	 	73,583	 	 	 	73,583	 	 	LPLP
	100 Westgate Parkway
	 	Richmond, VA	 	 	91,752	 	 	 	91,752	 	 	LPLP
	1309 Executive Boulevard
	 	Chesapeake, VA	 	 	49,870	 	 	 	49,870	 	 	LPLP
	40 Liberty Boulevard
	 	Malvern, PA	 	 	126,000	 	 	 	126,000	 	 	LPPLP
	1605 Valley Center Parkway
	 	Bethlehem, PA	 	 	95,000	 	 	 	95,000	 	 	LPLP
	2416 Lake Orange Drive
	 	Orlando, FL	 	 	65,602	 	 	 	46,346	 	 	LPLP
	4100 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	55,250	 	 	 	49,733	 	 	LPLP
	4191 Mendenhall Oaks Parkway
	 	High Point, NC	 	 	45,100	 	 	 	32,000	 	 	LPLP
	200 Westgate Parkway
	 	Richmond, VA	 	 	60,266	 	 	 	58,249	 	 	LPLP
	300 Fellowship Road
	 	Mt. Laurel, NJ	 	 	50,000	 	 	 	50,000	 	 	LPLP
	302 Fellowship Road
	 	Mt. Laurel, NJ	 	 	25,000	 	 	 	25,000	 	 	LPLP
	5775 Shakopee Road
	 	Bloomington, MN	 	 	103,050	 	 	 	25,750	 	 	LPLP
	21 Enterprise Parkway
	 	Hampton, VA	 	 	75,915	 	 	 	66,807	 	 	LPLP
	102 Rock Road
	 	Horsham, PA	 	 	40,472	 	 	 	40,472	 	 	LPLP
	1305 Executive Boulevard
	 	Chesapeake, VA	 	 	49,865	 	 	 	42,768	 	 	LPLP
	1313 Executive Boulevard
	 	Chesapeake, VA	 	 	49,870	 	 	 	49,870	 	 	LPLP
	5715 Old Shakopee Road
	 	Bloomington, MN	 	 	63,463	 	 	 	51,770	 	 	LPLP
	5735 Old Shakopee Road
	 	Bloomington, MN	 	 	63,463	 	 	 	63,463	 	 	LPLP
	20 Wright Avenue
	 	Hunt Valley, MD	 	 	74,441	 	 	 	72,939	 	 	LPLP
	7624 Bald Cypress Place
	 	Tampa, FL	 	 	15,035	 	 	 	15,035	 	 	LPLP
	5705 Old Shakopee Road
	 	Bloomington, MN	 	 	74,594	 	 	 	74,594	 	 	LPLP
	15800 W. Bluemound Road
	 	Brookfield, WI	 	 	92,080	 	 	 	82,483	 	 	LPLP
	335 Commerce Drive
	 	Fort Washington, PA	 	 	74,099	 	 	 	74,099	 	 	LPLP
	12501 & 12701 Whitewater Drive
	 	Minnetonka, MN	 	 	145,946	 	 	 	142,926	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	10003 Satellite Boulevard
	 	Orlando, FL	 	 	66,387	 	 	 	46,800	 	 	LPLP
	200 Southchase Boulevard
	 	Fountain Inn, SC	 	 	261,632	 	 	 	261,632	 	 	LPLP
	4751 League Island Boulevard
	 	Philadelphia, PA	 	 	75,626	 	 	 	75,626	 	 	LPPLP V
	3901 Westerre Parkway
	 	Richmond, VA	 	 	78,120	 	 	 	78,120	 	 	LPLP
	11100 West Liberty Drive
	 	Milwaukee, WI	 	 	88,259	 	 	 	88,259	 	 	LPLP
	2 West Liberty Blvd
	 	Malvern, PA	 	 	100,000	 	 	 	99,540	 	 	LPLP
	400 Boulder Drive
	 	Allentown, PA	 	 	363,000	 	 	 	363,000	 	 	LPLP
	200 W. Cypress Creek Road
	 	Fort Lauderdale, FL	 	 	99,721	 	 	 	72,594	 	 	LPLP
	4520 Seedling Circle
	 	Tampa, FL	 	 	35,000	 	 	 	35,000	 	 	LPLP
	3001 Leadenhall Road
	 	Mt. Laurel, NJ	 	 	81,059	 	 	 	81,059	 	 	LPLP
	4015 Meeting Way
	 	High Point, NC	 	 	30,844	 	 	 	30,844	 	 	LPLP
	75 Brookfield Oaks Drive
	 	Greenville, SC	 	 	57,600	 	 	 	38,409	 	 	LPLP
	255 Business Center Drive
	 	Horsham, PA	 	 	51,132	 	 	 	51,132	 	 	LPLP
	355 Business Center Drive
	 	Horsham, PA	 	 	25,983	 	 	 	20,143	 	 	LPLP
	455 Business Center Drive
	 	Horsham, PA	 	 	51,505	 	 	 	51,505	 	 	LPLP
	555 Business Center Drive
	 	Horsham, PA	 	 	30,064	 	 	 	1,328	 	 	LPLP
	1457 Miller Store Road
	 	Virginia Beach, VA	 	 	65,192	 	 	 	65,192	 	 	LPLP
	10 Great Valley Parkway
	 	Malvern, PA	 	 	16,307	 	 	 	16,307	 	 	LPLP
	3612 LaGrange Parkway
	 	Toano, VA	 	 	100,933	 	 	 	100,933	 	 	LPLP
	521 Butler Farm Road
	 	Hampton, VA	 	 	44,651	 	 	 	44,651	 	 	LPLP
	4 North Park Drive
	 	Hunt Valley, MD	 	 	128,268	 	 	 	109,562	 	 	LPLP
	6 North Park Drive
	 	Hunt Valley, MD	 	 	81,462	 	 	 	79,712	 	 	LPLP
	10 North Park Drive
	 	Hunt Valley, MD	 	 	85,365	 	 	 	49,127	 	 	LPLP
	500 Independence Parkway
	 	Chesapeake, VA	 	 	51,000	 	 	 	24,953	 	 	LPLP
	3701 Corporate Parkway
	 	Center Valley, PA	 	 	75,000	 	 	 	61,271	 	 	LPLP
	4193 Eagle Hill Drive
	 	High Point, NC	 	 	104,000	 	 	 	104,000	 	 	LPLP
	501 US Highway 301 South
	 	Tampa, FL	 	 	59,080	 	 	 	59,080	 	 	LPLP
	2202 Taft-Vineland Road
	 	Orlando, FL	 	 	60,000	 	 	 	60,000	 	 	LPLP
	1879 Lamont Avenue
	 	Odenton, MD	 	 	208,000	 	 	 	208,000	 	 	LPLP





 


 









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June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	350 Winmeyer Avenue
	 	Odenton, MD	 	 	187,200	 	 	 	186,878	 	 	LPLP
	9002-9036 Brittany Way
	 	Tampa, FL	 	 	59,080	 	 	 	52,792	 	 	LPLP
	One Crescent Drive
	 	Philadelphia, PA	 	 	76,361	 	 	 	67,900	 	 	L/S 1 CLP
	6950 Harbour View Blvd.
	 	Suffolk, VA	 	 	130,000	 	 	 	130,000	 	 	LPLP
	2212 Taft Vineland Road
	 	Orlando, FL	 	 	46,500	 	 	 	46,500	 	 	LPLP
	6230 Old Dobbin Lane
	 	Columbia, MD	 	 	64,791	 	 	 	61,444	 	 	LPLP
	65 Brookfield Oaks Drive
	 	Greenville, SC	 	 	76,800	 	 	 	76,800	 	 	LPLP
	7528 Walker Way
	 	Allentown, PA	 	 	83,200	 	 	 	83,200	 	 	LPLP
	4121 Cox Road
	 	Glen Allen, VA	 	 	59,053	 	 	 	57,036	 	 	LPLP
	860 Nestle Way
	 	Allentown, PA	 	 	607,608	 	 	 	607,608	 	 	LPLP
	200 Boulder Drive
	 	Allentown, PA	 	 	500,240	 	 	 	420,320	 	 	LPLP
	250 Boulder Drive
	 	Allentown, PA	 	 	297,500	 	 	 	210,000	 	 	LPLP
	4008 Mendenhall Oaks Pkw
	 	High Point, NC	 	 	12,864	 	 	 	2,910	 	 	LPDC
	7361 Coca Cola Drive
	 	Hanover, MD	 	 	126,100	 	 	 	126,100	 	 	LPLP
	420 Delaware Drive
	 	Fort Washington, PA	 	 	76,716	 	 	 	76,716	 	 	LPLP
	1485 W Commerce Avenue
	 	Carlisle, PA	 	 	439,088	 	 	 	439,088	 	 	LPLP
	8500 Willard Drive
	 	Breinigsville, PA	 	 	451,600	 	 	 	451,600	 	 	LPLP
	414 Commerce Drive
	 	Fort Washington, PA	 	 	36,718	 	 	 	29,518	 	 	LPLP
	2256 Taft Vineland Road
	 	Orlando, FL	 	 	34,500	 	 	 	34,500	 	 	LPLP
	501 Independence Parkway
	 	Chesapeake, VA	 	 	61,146	 	 	 	54,120	 	 	LPLP
	600 Industrial Drive — LPLP
	 	Lewisberry, PA	 	 	800,000	 	 	 	800,000	 	 	Lib 600 GP
	42 Kings Hill Avenue
	 	West Malling, UK	 	 	54,856	 	 	 	54,856	 	 	LPLP
	510 Independence Parkway
	 	Chesapeake, VA	 	 	97,081	 	 	 	90,479	 	 	LPLP
	8301 Industrial Boulevard
	 	Breinigsville, PA	 	 	1,029,600	 	 	 	1,029,600	 	 	LPLP
	1950 Summit Park Drive
	 	Orlando, FL	 	 	128,240	 	 	 	117,201	 	 	LPLP
	1958 Summit Park Drive
	 	Orlando, FL	 	 	128,934	 	 	 	128,934	 	 	LPLP
	106 Southchase Blvd
	 	Fountain Inn, SC	 	 	120,975	 	 	 	120,975	 	 	LPLP
	3900 Westerre Parkway
	 	Richmond, VA	 	 	76,128	 	 	 	76,128	 	 	LPLP
	1001 Boulders Parkway
	 	Richmond, VA	 	 	78,995	 	 	 	70,784	 	 	LPLP





 


 









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	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	7400 Beaufont Springs Drive
	 	Richmond, VA	 	 	76,981	 	 	 	60,167	 	 	LPLP
	1100 Boulders Parkway
	 	Richmond, VA	 	 	133,302	 	 	 	111,691	 	 	LPLP
	8900-34 Brittany Way
	 	Tampa, FL	 	 	48,000	 	 	 	48,000	 	 	LPLP
	200-34 Kelsey Lane
	 	Tampa, FL	 	 	45,600	 	 	 	45,600	 	 	LPLP
	11300-90 West Theodore Trecker Way
	 	West Allis, WI	 	 	39,927	 	 	 	39,927	 	 	LPLP
	11548 West Theodore Trecker Way
	 	West Allis, WI	 	 	51,292	 	 	 	51,292	 	 	LPLP
	11420 West Theodore Trecker Way
	 	West Allis, WI	 	 	25,000	 	 	 	25,000	 	 	LPLP
	8501 East Raintree Drive
	 	Scottsdale, AZ	 	 	123,340	 	 	 	123,340	 	 	LPLP
	5201 Gate Parkway
	 	Jacksonville, FL	 	 	150,000	 	 	 	150,000	 	 	LPLP
	11050 West Liberty Drive
	 	Milwaukee, WI	 	 	29,297	 	 	 	29,297	 	 	LPLP
	1301 Executive Blvd.
	 	Chesapeake, VA	 	 	50,020	 	 	 	50,020	 	 	LPLP
	275 Commerce Drive
	 	Fort Washington, PA	 	 	50,808	 	 	 	44,337	 	 	LPLP
	1250 Virginia Drive
	 	Fort Washington, PA	 	 	41,644	 	 	 	22,455	 	 	LPLP
	8400 Industrial Blvd.
	 	Breinigsville, PA	 	 	726,000	 	 	 	726,000	 	 	LPLP
	6900 Harbour View Blvd
	 	Suffolk, VA	 	 	168,000	 	 	 	136,500	 	 	LPLP
	330 Fellowship Rd.
	 	Mount Laurel, NJ	 	 	103,295	 	 	 	92,411	 	 	LPLP
	1501 Perryman Road
	 	Aberdeen, MD	 	 	580,168	 	 	 	386,264	 	 	LPLP
	350 Fellowship Road
	 	Mt. Laurel, NJ	 	 	56,268	 	 	 	56,268	 	 	LPLP
	Liberty Square
	 	West Malling, UK	 	 	35,157	 	 	 	32,543	 	 	LPLP
	45 Brookfield Oaks Drive
	 	Greenville, SC	 	 	96,000	 	 	 	—	 	 	LPLP
	20825 Swenson Drive
	 	Brookfield, WI	 	 	39,729	 	 	 	39,729	 	 	LPLP
	170 Parkway West
	 	Duncan, SC	 	 	96,000	 	 	 	96,000	 	 	LPLP
	190 Parkway West
	 	Duncan, SC	 	 	92,400	 	 	 	66,000	 	 	LPLP
	265 Parkway East
	 	Duncan, SC	 	 	124,800	 	 	 	124,800	 	 	LPLP
	285 Parkway East
	 	Duncan, SC	 	 	197,200	 	 	 	197,200	 	 	LPLP
	910-926 Chad Lane
	 	Tampa, FL	 	 	28,800	 	 	 	28,800	 	 	LPLP
	150-182 Kelsey Lane
	 	Tampa, FL	 	 	54,400	 	 	 	54,400	 	 	LPLP
	95 Kriner Road
	 	Chambersburg, PA	 	 	837,540	 	 	 	475,640	 	 	LPLP
	7 Walnut Grove Drive
	 	Horsham, PA	 	 	120,000	 	 	 	120,000	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	1100 Virginia Drive
	 	Fort Washington, PA	 	 	746,929	 	 	 	742,129	 	 	LPLP
	1 Kings Hill Avenue
	 	West Malling, UK	 	 	43,717	 	 	 	43,717	 	 	LPLP
	676 Independence Parkway
	 	Chesapeake, VA	 	 	73,345	 	 	 	16,238	 	 	LPLP
	1301 International Parkway
	 	Sunrise, FL	 	 	140,160	 	 	 	123,704	 	 	LPLP
	3020 US Highway 301 South
	 	Riverview, FL	 	 	99,039	 	 	 	99,039	 	 	LPLP
	901 Renaissance Blvd
	 	Sturtevant, WI	 	 	551,759	 	 	 	551,759	 	 	LPLP
	6200 Lee Vista Blvd.
	 	Orlando, FL	 	 	52,800	 	 	 	14,787	 	 	LPLP
	7022 TPC Drive
	 	Orlando, FL	 	 	86,316	 	 	 	68,288	 	 	LPLP
	7100 TPC Drive
	 	Orlando, FL	 	 	101,290	 	 	 	90,089	 	 	LPLP
	7101 TPC Drive
	 	Orlando, FL	 	 	84,650	 	 	 	84,650	 	 	LPLP
	7351 Coca Cola Drive
	 	Elkridge, MD	 	 	99,600	 	 	 	99,600	 	 	LPLP
	9755 Patuxent Woods Drive
	 	Columbia, MD	 	 	97,554	 	 	 	96,217	 	 	LPLP
	4475 Premier Drive
	 	High Point, NC	 	 	135,000	 	 	 	135,000	 	 	LPLP
	8725 Henderson Road
	 	Tampa, FL	 	 	105,165	 	 	 	105,165	 	 	LPLP
	8735 Henderson Road
	 	Tampa, FL	 	 	105,110	 	 	 	105,110	 	 	LPLP
	8705 Henderson Road
	 	Tampa, FL	 	 	142,881	 	 	 	142,881	 	 	LPLP
	8715 Henderson Road
	 	Tampa, FL	 	 	111,012	 	 	 	111,012	 	 	LPLP
	8745 Henderson Road
	 	Tampa, FL	 	 	68,203	 	 	 	68,056	 	 	LPLP
	4631 Woodland Corporate Blvd
	 	Tampa, FL	 	 	90,472	 	 	 	88,835	 	 	LPLP
	7851-61 Woodland Ctr Blvd
	 	Tampa, FL	 	 	18,520	 	 	 	18,520	 	 	LPLP
	4775 League Island Blvd.
	 	Philadelphia, PA	 	 	25,718	 	 	 	25,718	 	 	L/S 4775 LP
	1150 Pleasant Ridge Road
	 	Greensboro, NC	 	 	341,000	 	 	 	310,000	 	 	LPLP
	851 Gills Drive
	 	Orlando, FL	 	 	33,600	 	 	 	9,600	 	 	LPLP
	950 Gills Drive
	 	Orlando, FL	 	 	42,000	 	 	 	21,000	 	 	LPLP
	1000 Gills Drive
	 	Orlando, FL	 	 	40,000	 	 	 	40,000	 	 	LPLP
	7 Research Drive
	 	Greenville, SC	 	 	117,100	 	 	 	117,100	 	 	LPLP
	750 Park of Commerce Blvd
	 	Boca Raton, FL	 	 	94,605	 	 	 	34,755	 	 	LPLP
	7075 Flying Cloud Dr
	 	Eden Prairie, MN	 	 	345,000	 	 	 	345,000	 	 	LPLP
	4410 E Cotton Center Blvd.
	 	Phoenix, AZ	 	 	101,269	 	 	 	101,269	 	 	LPLP





 


 









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Liberty Property Trust

Unencumbered Property List

June 30, 2010




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	 	Total	 	 	 
	 	 	 	 	Square	 	 	Leased	 	 	 
	Project Name Location	 	City, State	 	Feet	 	 	Sq. Feet	 	 	Ownership
	4750 S 44th Place
	 	Phoenix, AZ	 	 	79,946	 	 	 	69,094	 	 	LPLP
	8313 West Pierce St.
	 	Tolleson, AZ	 	 	227,259	 	 	 	227,259	 	 	LPLP
	125 Caliber Ridge Drive
	 	Greer, SC	 	 	126,000	 	 	 	45,000	 	 	LPLP
	9306-9324 E Broadway Ave
	 	Tampa, FL	 	 	36,000	 	 	 	36,000	 	 	LPLP
	4435 E Cotton Center Blvd.
	 	Phoenix, AZ	 	 	25,505	 	 	 	25,505	 	 	LPLP
	4207 E Cotton Center Blvd
	 	Phoenix, AZ	 	 	24,900	 	 	 	24,900	 	 	LPLP
	4217 E Cotton Center Blvd.
	 	Phoenix, AZ	 	 	88,140	 	 	 	88,140	 	 	LPLP
	8451 Willard Drive
	 	Breinigsville, PA	 	 	920,400	 	 	 	530,534	 	 	LPLP
	4300 South 26th Street
	 	Philadelphia, PA	 	 	345,500	 	 	 	345,500	 	 	L/S 26th Street LP
	3 Crescent Drive
	 	Philadelphia, PA	 	 	95,261	 	 	 	95,261	 	 	L/S 3 CDLP
	10050 S. 27th Street
	 	Oak Creek, WI	 	 	44,160	 	 	 	10,818	 	 	LPLP
	2440 W. Corporate Preserve Dr.
	 	Oak Creek, WI	 	 	68,700	 	 	 	37,500	 	 	LPLP
	4610 S 44th Street
	 	Phoenix, AZ	 	 	66,012	 	 	 	66,012	 	 	LPLP
	4550 S 44th Street
	 	Phoenix, AZ	 	 	54,489	 	 	 	—	 	 	LPLP
	540 Eastpark Court
	 	Richmond, VA	 	 	100,000	 	 	 	100,000	 	 	LPLP
	3100 SW 145th Avenue
	 	Miramar, FL	 	 	104,494	 	 	 	62,582	 	 	LPLP
	11841 Newgate Blvd
	 	Hagerstown, MD	 	 	615,600	 	 	 	615,600	 	 	LPLP
	13621 NW 12th Street
	 	Sunrise, FL	 	 	106,910	 	 	 	37,209	 	 	LPLP
	2001 Summit Park Drive
	 	Orlando, FL	 	 	211,236	 	 	 	210,071	 	 	LPLP
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Unencumbered Projects
	 	 	 	 	52,161,040	 	 	 	46,497,614	 	 	 







 


 












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SCHEDULE 1.1(b)




ELIGIBLE GROUND LEASES




	 	 	 	 	 	 	 
	Address	 	City, State	 	Expiration Year	 
	 
	 	 	 	 	 	 
	6500 NW 12th Avenue
	 	Ft. Lauderdale, FL	 	 	2034	*
	6600 NW 12th Avenue
	 	Ft. Lauderdale, FL	 	 	2034	*
	335 Commerce Drive
	 	Fort Washington, PA	 	 	2054	 
	7 Research Drive
	 	Greenville, SC	 	 	2070	 








	 	 	 
	*	 	w/two tenant-controlled renewal options which extend expiration until 2069





 


 









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SCHEDULE 1.2


COMMITMENTS AND COMMITMENT PERCENTAGES




	 	 	 	 	 	 	 	 	 
	LENDERS	 	COMMITMENT	 	 	COMMITMENT PERCENTAGE	 
	Bank of America, N.A.
	 	$	45,500,000	 	 	 	9.10	%
	JPMorgan Chase Bank, N.A.
	 	$	45,500,000	 	 	 	9.10	%
	Wells Fargo Bank, N.A.
	 	$	41,000,000	 	 	 	8.20	%
	Citizens Bank of Pennsylvania
	 	$	41,000,000	 	 	 	8.20	%
	SunTrust Bank
	 	$	41,000,000	 	 	 	8.20	%
	PNC Bank, National Association
	 	$	41,000,000	 	 	 	8.20	%
	Citibank N.A.
	 	$	33,000,000	 	 	 	6.60	%
	UBS Loan Finance LLC
	 	$	33,000,000	 	 	 	6.60	%
	The Bank of Nova Scotia
	 	$	33,000,000	 	 	 	6.60	%
	Capital One, N.A.
	 	$	33,000,000	 	 	 	6.60	%
	U.S. Bank National Association
	 	$	33,000,000	 	 	 	6.60	%
	The Bank of Tokyo - Mitsubishi UFJ, Ltd.
	 	$	25,000,000	 	 	 	5.00	%
	Emigrant Realty Finance, LLC
	 	$	20,000,000	 	 	 	4.00	%
	People’s United Bank
	 	$	20,000,000	 	 	 	4.00	%
	Chang Hwa Commercial Bank, Ltd., New York Branch
	 	$	15,000,000	 	 	 	3.00	 
	 	 	 	 	 	 	 	 	 
	Total
	 	$	500,000,000	 	 	 	100.00	%
	 	 	 	 	 	 	 	 	 






 


 









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SCHEDULE 1.3




RELATED COMPANIES, GUARANTORS AND UNCONSOLIDATED ENTITIES




Related Companies



Kings Hill Estate Management Company Limited


Kings Hill Residential Estate Management Company Limited


Kings Hill Property Management Limited


**L/S One Crescent Drive, LP


L/S One Crescent Drive, LLC


**L/S Three Crescent Drive, LP


L/S Three Crescent Drive, LLC


**L/S 4775 League Island Blvd., LP


L/S 4775 League Island Blvd., LLC


**L/S 26th Street North, LP


L/S 26th Street North, LLC


**L/S 26th Street South, LP


L/S 26th Street South, LLC


Land Holdings Realty LLC


Liberty Lehigh Partnership


*Liberty Property Development Corp.


*Liberty Property Development Corp. II


Liberty Property Limited Partnership


*Liberty Property Philadelphia Limited Partnership


*Liberty Property Philadelphia Limited Partnership II


Liberty Property Philadelphia Limited Partnership IV West


*Liberty Property Philadelphia Limited Partnership V


*Liberty Property Philadelphia Limited Partnership VI


*Liberty Property Philadelphia Navy Yard Limited Partnership


Liberty Property Trust


Liberty Property/Synterra Limited Partnership


Liberty Venture I, LLC


*LP Malvern Limited Partnership


LP Malvern LLC


*Rivers Business Commons Associates Limited Partnership


Rouse Kent (Central) Limited


Rouse Kent (Residential) Limited


Rouse Kent Developments Limited


Liberty Property Philadelphia Navy Yard Corporation


Liberty Property Philadelphia Corporation V


Liberty Special Purpose Trust


Liberty Property Trust UK Limited


*Liberty 600 Industrial, G.P.


Liberty Property Philadelphia Trust


Liberty Property Philadelphia Corporation IV East


Liberty Property Philadelphia Corporation IV West


Rouse Kent (1 Tower View) Limited


*Liberty West Allis, LLC


Liberty Property Philadelphia Corporation


Liberty Property Philadelphia Trust VI


Liberty Illinois Venture, LLC


Liberty Deer Park, LLC


 


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Liberty Delaware, LLC


Liberty Cotton Center, LLC


Liberty Cotton Center II, LLC


Liberty Property Lux, LLC


*Annapolis Development, LLC


*9755 Patuxent Woods Drive Trust


*Perryman 159, L.L.C.


Liberty Stoneridge, LLC


Liberty Durham, LLC


Liberty Washington Venture, LLC


Republic Property TRS LLC


Liberty Property Trust Lux Sarl



Unconsolidated Entities



Cambridge Medipark Limited


Liberty Venture I, LP


Silversword Properties Limited



iCO Didsbury Limited




Liberty AIPO Limited Partnership


Kings Hill Unit Trust


Liberty/Commerz 1701 JFK Boulevard, L.P.


Liberty Illinois, LP


Liberty Washington, LP




Republic 20th Street LLC

Republic Park LLC

RKB CP IV LLC

RKB Lakeside Manager LLC

RKB Lakeside LLC

RKB Corporate Oaks LLC

RPT Presidents Park LLC

Presidents Park I LLC

Presidents Park II LLC

Presidents Park III LLC

RKB Pender LLC

RPLP I LLC

RPT 1425 Investors L.P.

RPT 1425 Holdings LLC

RPT 1425 New York Avenue LLC

RKB WillowWood Manager LLC

RKB WillowWood LLC

RPB WillowWood I LLC

RPB WillowWood II LLC




Blythe Valley JV Sarl




BVP I Sarl

BVP II Sarl

Blythe Valley Innovation Centre Ltd.

BVP Management Co. Ltd.





*Guarantors


**Part of the Philadelphia Navy Yard



 


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Table of Contents







SCHEDULE 1.4




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LC Number	 	Beneficiary	 	Name	 	Original Amount	 	 	Amt O/S	 	 	Expiration Date	 
	68021728
	 	Commonwealth of PA	 	Shippensburg	 	$	1,422,547.00	 	 	$	917,862.62	 	 	 	11/28/2010	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Total:	 	$	917,862.62	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 


 









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SCHEDULE 6.3




TITLE TO PROPERTIES




The Borrower’s title to its assets is subject to the following:




	 	1.	 	With respect to assets of the Borrower other than the Unencumbered Properties: Rights
of others under leases, mortgages, deeds of trust, contracts, title exceptions, and other
arrangements which do not, individually or in the aggregate, violate the terms of the
Credit Agreement.






	 	2.	 	In the ordinary course of Borrower’s business, the Borrower sells properties. At any
given time, properties, including Unencumbered Properties, may be subject to sales
agreements.






	 	3.	 	The following properties are subject to ground leases:





	 	 	 	 	 
	Property	 	Annual Payment	 
	 
	 	 	 	 
	2300 E. Parham
	 	$	41,181	 
	6500/6600 NW 12th Avenue
	 	$	200,133	 
	Salisbury Road Land
	 	$	11,813	 
	335 Commerce Drive
	 	$	139,925	 
	420 Delaware Dr.
	 	$	174,000	 
	Liberty Square Retail
	 	$	258,608	 
	151 S. Warner Road
	 	$	18,000	 
	7 Research Drive
	 	$	56,250	 
	One Crescent Drive
	 	$	16,573	 
	42 Kings Hill Ave.
	 	15% of the net cash flow to the building	 






 


 









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SCHEDULE 6.7




LITIGATION




NONE


 


 









Table of Contents





SCHEDULE 6.15




INSIDER TRANSACTION





	1.	 	A trustee of Liberty Property Trust, Stephen B. Siegel, is Chairman of Global Brokerage
Services of CB Richard Ellis, a full service real estate company. From time to time, the
borrower utilizes the services of CB Richard Ellis. Any such transactions are entered into
on an arms-length basis. Mr. Siegel remains an independent trustee of the Company under
the rules of the NYSE.






	2.	 	A trustee of Liberty Property Trust, J. Anthony Hayden, is Managing Principal of Beacon
Commercial Real Estate, LLC, a real estate brokerage firm. From time to time, the borrower
utilizes the services of Beacon as a broker in leasing transactions. Any such transactions
are entered into on an arms-length basis. Mr. Hayden remains an independent trustee of the
Company under the rules of the NYSE.





 


 









Table of Contents







SCHEDULE 6.16




EMPLOYEE BENEFIT PLANS




Liberty Property Trust 401(k) Savings Retirement Plan.



Liberty Property Trust matches 50% of the first 6% of employee salary deferral.



 


 









Table of Contents





SCHEDULE 6.18




ENVIRONMENTAL MATTERS




NONE


 


 









Table of Contents





SCHEDULE 6.19




COMPANY ASSETS





	1.	 	The Company owns:







	 	a.	 	The following qualified REIT subsidiaries:







	 	i.	 	Liberty Special Purpose Trust;

	 
	 	ii.	 	Liberty Property Philadelphia Corporation;

	 
	 	iii.	 	Liberty Property Philadelphia Trust;

	 
	 	iv.	 	Liberty Property Philadelphia Corporation IV East;

	 
	 	v.	 	Liberty Property Philadelphia Corporation IV West;

	 
	 	vi.	 	Liberty Property Philadelphia Navy Yard Corporation;

	 
	 	vii.	 	Liberty Property Philadelphia Corporation V; and

	 
	 	viii.	 	Liberty Property Philadelphia Trust VI







	 	b.	 	A 99.9% general partnership interest in Liberty Lehigh Partnership






 


 









Table of Contents







SCHEDULE 6.21




BUILDING STRUCTURAL DEFECTS, ETC.




NONE


 


 









Table of Contents





SCHEDULE 6.22




INSURANCE




 


 









Table of Contents








	Schedule of Insurance
As of August 4, 2010
Aon Risk Services Central, Inc.
One Liberty Place
1650 Market Street
Suite 1000
Philadelphia, PA 19103
(215) 255-2000





 


 









 





















Table of Contents




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Property Insurance
	 	 	1	 
	 
	 	 	 	 
	General Liability Insurance
	 	 	5	 
	 
	 	 	 	 
	Automobile Insurance
	 	 	6	 
	 
	 	 	 	 
	Workers’ Compensation/Employers’ Liability
	 	 	7	 
	 
	 	 	 	 
	Umbrella Liability Insurance
	 	 	8	 
	 
	 	 	 	 
	Pollution and Remediation Legal Liability
	 	 	14	 
	 
	 	 	 	 
	Fiduciary Liability
	 	 	15	 
	 
	 	 	 	 
	Miscellaneous Professional Liability
	 	 	16	 
	 
	 	 	 	 
	Directors & Officers Liability
	 	 	17	 
	 
	 	 	 	 
	Coverage Specific to the Comcast Center
	 	 	22	 
	 
	 	 	 	 
	Property Insurance
	 	 	22	 
	 
	 	 	 	 
	Pollution and Remediation Legal Liability
	 	 	24	 
	 
	 	 	 	 






			
	 	 	 
	Risk Services
	 	












 


 









Table of Contents
















Property Insurance




	 	 	 	 	 	 	 
	Carrier:

	 	Factory Mutual Insurance
	 	Policy Number:
	 	LR815
	 

	 	Company (FM Global)	 	 	 	 
	 
	 	 	 	 	 	 
	Term:

	 	12 Months
	 	Expiration Date:
	 	5/1/2011






	 	 	 	 	 	 	 
	Limit:	 	$	750,000,000	 	 	Blanket Real Property, Personal Property & Rental Income

	 
	Sub-Limits:	 	 	10,000,000	 	 	Miscellaneous Unnamed Locations per Location

	 	 	 	250,000,000	 	 	Flood — Per Occurrence/Aggregate except Flood Zone “A” “V”

	 	 	 	100,000,000	 	 	Flood Zone “A” or “V”

	 	 	 	250,000,000	 	 	Earthquake — Per Occurrence/Aggregate Excluding: New Madrid Seismic Zone and Pacific Northwest Seismic Zone

	 	 	 	25,000,000	 	 	Earth Movement — New Madrid Group A

	 	 	 	2,500,000	 	 	Earth Movement — New Madrid Group B

	 	 	 	10,000,000	 	 	Earth Movement — Pacific Northwest Zone A & B combined

	 	 	Policy Limit	 	 	Named Storm Wind — Tier 1

	 	 	 	 	 	 	Named Storm Wind — Tier 2

	 	 	 	 	 	 	Named Storm Wind — Counties VA & North

	 	 	 	100,000,000	 	 	Accounts Receivable

	 	 	 	100,000,000	 	 	Automatic Coverage (90 day period)

	 	 	Blanket Limit	 	 	Consequential Loss

	 	 	 	25,000,000	 	 	Contingent Time Element Extended

	 	 	 	25,000,000	 	 	Data, Programs and Software and Computer Systems, non physical damage combined

	 	 	 	10,000,000	 	 	Decontamination Costs

	 	 	Policy Limit	 	 	Demolition & Increased Cost of Construction

	 	 	Policy Limit	 	 	Debris Removal

	 	 	 	100,000,000	 	 	Deferred Payments

	 	 	 	100,000,000	 	 	Expediting Expense and Extra Expense Combined

	 	 	365 Days	 	 	Extended Period of Indemnity

	 	 	180 Days	 	 	Extended Period of Liability (Locations in Florida only)

	 	 	 	10,000,000	 	 	Errors and Omissions

	 	 	Policy Limit	 	 	Equipment Breakdown

	 	 	 	25,000,000	 	 	Equipment Breakdown — Service Interruption PD/TE combined

	 	 	 	25,000,000	 	 	Equipment Breakdown — Data Restoration

	 	 	 	100,000	 	 	Equipment Breakdown — Newly Acquired Locations (90 days)

	 	 	 	10,000,000	 	 	Equipment Breakdown — Miscellaneous Unnamed Locations per Location

	 	 	 	100,000,000	 	 	Fine Arts

	 	 	 	2,500,000	 	 	Green Building Coverage

	 	 	 	1,000,000	 	 	Ingress and Egress (Not to Exceed 30 Days)







			
	 	 	 
	Risk Services
	 	







 


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	 	 	 	50,000	 	 	Land and Water Contaminant Cleanup, Removal and Disposal (aggregate)

	 	 	 	100,000	 	 	Land or fill eroded by Flood or by liquid escaping from piping (aggregate)

	 	 	5,000,000 or
 200% of
 Normal Cost
 (whichever is 
less)	 	 	Logistics Extra Costs (Not to Exceed 180 Days)

	 	 	 	10,000,000	 	 	Miscellaneous Personal Property per Location

	 	 	 	10,000,000	 	 	Off Premises Storage for Property under Construction per Location

	 	 	 	50,000	 	 	Professional Fees

	 	 	 	25,000,000	 	 	Service Interruption — PD and TE combined, but not to exceed $5mm combined for the lack of incoming or outgoing voice, data, and video service

	 	 	 	10,000,000	 	 	Soft Costs

	 	 	 	100,000	 	 	Trees replacement and debris removal combined (aggregate), but not to exceed $1,000 per tree

	 	 	 	10,000,000	 	 	Transit

	 	 	 	100,000,000	 	 	Valuable Papers and Records

	Deductibles:	 	 	$5,000	 	 	All Property Coverage Combined (Annual Aggregate deductible provision applies for losses between $5,000 and $50,000 contributing to a $300,000 Aggregate except for Named Windstorm where losses contribute to an aggregate of $225,000)

	 	 	 	100,000	 	 	Earthquake 

(with exception in New Madrid and Pacific Northwest Zones)

	 	 	1% TIV; min. 100,000
 per location	 	 	Earth Movement — New Madrid Group A

	 	 	5% TIV; min. 250,000
 per location	 	 	Earth Movement — New Madrid Group B

	 	 	3% TIV; min. 100,000
 per location	 	 	Earth Movement — Pacific Northwest Zone B

	 	 	2% TIV; min. 100,000
 per location	 	 	Earth Movement — Pacific Northwest Zone A

	 	 	 	100,000	 	 	Flood — Other Than Flood Zone “A” or “V”

	 	 	 	500,000	 	 	Flood — Flood Zone “A” or “V” (Per Location), Except a $100,000 Deductible (Per Location) Will Apply if Federal Flood Insurance Has Been Purchased

	 	 	5% TIV; min. 100,000
 per location	 	 	Wind Tier 1

	 	 	3% TIV; min. 100,000
 per location	 	 	Wind Tier 2







			
	 	 	 
	Risk Services
	 	







 


2









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	 	100,000	 	 	Wind — Wind Counties in Virginia and North 
(Per Location Property Damage)

	2 Day Equivalent;  min.
 50,000	 	 	Data, Program, Software & Computer Systems — non physical damage

	 	50,000	 	 	CTE — Contingent Time Element

	 	100,000	 	 	CTE — Earthquake

	 	100,000	 	 	CTE — Flood

	5% TE Values; min. 100,000
 per Location	 	 	CTE — Named Storm Wind — Tier 1

	3% TE Values; min. 100,000
 per Location	 	 	CTE — Named Storm Wind — Tier 2







	 	 	 	 	 
	Coverages:

	 	•
	 	All Risk Property Form, (Subject to Policy Exclusions) including Flood & Earthquake
	 
	 	 	 	 
	 

	 	•
	 	EDP Mechanical Breakdown
	 
	 	 	 	 
	 

	 	•
	 	Back-Up of Sewers & Drains Included Under the Flood Peril
	 
	 	 	 	 
	 

	 	•
	 	Boiler & Machinery
	 
	 	 	 	 
	 

	 	•
	 	Real & Personal Property — Values Reported at 100%
	 
	 	 	 	 
	 

	 	•
	 	Replacement Cost
	 
	 	 	 	 
	 

	 	•
	 	Appraised Value — Fine Arts
	 
	 	 	 	 
	 

	 	•
	 	Agreed Amount — Property Damage
	 
	 	 	 	 
	 

	 	•
	 	Actual Loss Sustained — Rental Income/Extra Expense
	 
	 	 	 	 
	 

	 	•
	 	Rental Income Values — Reported at 100%
	 
	 	 	 	 
	 

	 	•
	 	Agreed Amount — Rental Income/Extra Expense
	 
	 	 	 	 
	 

	 	•
	 	Excludes Mold/Biological Agents
	 
	 	 	 	 
	 

	 	•
	 	Date Recognition Exclusion
	 
	 	 	 	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal
Except 10 Days for Non-Payment of Premium






			
	 	 	 
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Named Windstorm Property Insurance




	 	 	 
	Primary Carrier:

	 	Landmark Insurance — $2,250,000 per occurrence ($4,500,000 Ann. Agg.)

x/s $250,000 per occurrence

Policy Number: LHD367195
	 
	 	 
	Excess Carriers:

	 	Essex/Arch (50/50) — $2,750,000 per occurrence ($2,750,000 Ann. Agg.)

x/s $2,500,000 per occurrence and $4,500,000 Ann. Agg.

Policy Number: ESP6868 & ESP0003872100
	 
	 	 
	 

	 	Axis — $2,500,000 per occurrence ($5,000,000 Ann. Agg.) x/s $5,000,000

per occurrence and $7,250,000 Ann. Agg.

Policy Number: ECF75240110
	 
	 	 
	 

	 	Aspen — $2,500,000 per occurrence ($5,000,000 Ann. Agg.) x/s $7,500,000

per occurrence and $12,250,000 Ann. Agg.

Policy Number: PXA4ABN10
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Expiration Date:

	 	5/1/2011
	 
	 	 
	Deductible:

	 	$250,000 Per Occurrence






	 	 	 	 	 
	Coverages:

	 	•
	 	“Follow Form” FM Global
	 
	 	 	 	 
	 

	 	•
	 	Insures Locations in Florida and Texas
	 
	 	 	 	 
	 

	 	•
	 	Real & Personal Property — Values Reported at 100%
	 
	 	 	 	 
	 

	 	•
	 	Replacement Cost
	 
	 	 	 	 
	 

	 	•
	 	Agreed Amount — Property Damage
	 
	 	 	 	 
	 

	 	•
	 	Actual Loss Sustained — Rental Income/Extra Expense
	 
	 	 	 	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal except 10 Days
For Non-Payment of Premium






			
	 	 	 
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General Liability Insurance




	 	 	 
	Carrier:

	 	Travelers Property Casualty Co of America
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	660572A329
	 
	 	 
	Expiration Date:

	 	10/1/2010






	 	 	 	 	 	 	 
	Limits:	 	$	1,000,000	 	 	Per Occurrence — Bodily Injury & Property Damage

	 	 	 	2,000,000	 	 	General Aggregate Limit
(Other Than Products & Completed Operations)

	 	 	 	2,000,000	 	 	Products & Completed Operations Aggregate

	 	 	 	1,000,000	 	 	Personal & Advertising Injury Liability

	 	 	 	100,000	 	 	Damage to Premises Rented to you

	 	 	 	5,000	 	 	Medical Expense Limit — Any One person

	 
	Limits:	 	Employee Benefits Liability
	 	 	$	2,000,000	 	 	Products & Completed Operations Aggregate

	 	 	 	1,000,000	 	 	Each Employee Limit







	 	 	 	 	 
	Coverages:

	 	•
	 	Broadened Named Insured
	 
	 	 	 	 
	 

	 	•
	 	Blanket Waiver of Subrogation
	 
	 	 	 	 
	 

	 	•
	 	Includes Coverage for Liability Specified Projects
	 
	 	 	 	 
	 

	 	•
	 	Blanket Additional Insured — Lessor of Leased Equipment
	 
	 	 	 	 
	 

	 	•
	 	Personal Injury — Assumed by Contract
	 
	 	 	 	 
	 

	 	•
	 	Extended Bodily Injury
	 
	 	 	 	 
	 

	 	•
	 	Injury to Co-Employees and Co-Volunteer Workers
	 
	 	 	 	 
	 

	 	•
	 	Reasonable Force — Bodily Injury or Property Damage
	 
	 	 	 	 
	 

	 	•
	 	Contractual Liability (Oral or Written)
	 
	 	 	 	 
	 

	 	•
	 	Asbestos Exclusion
	 
	 	 	 	 
	 

	 	•
	 	Lead Exclusion
	 
	 	 	 	 
	 

	 	•
	 	Host Liquor Liability
	 
	 	 	 	 
	 

	 	•
	 	Discrimination Exclusion
	 
	 	 	 	 
	 

	 	•
	 	Per Location Aggregate (Premises Operations Only) capped at $50MM
	 
	 	 	 	 
	 

	 	•
	 	Excludes Mold/Biological Agents
	 
	 	 	 	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal
Except 10 Days for Non-Payment of Premium






			
	 	 	 
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Automobile Insurance




	 	 	 
	Carrier:

	 	Travelers Indemnity Company of America
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	810-5072A329
	 
	 	 
	Expiration Date:

	 	10/1/2010






	 	 	 	 	 	 	 	 	 
	Limits:	 	$	1,000,000	 	 	Any one accident
(Combined Single Limit Bodily Injury & Property Damage)

	 	 	 	 	 	5,000	 	 	Medical Payments

	 	 	 	 	 	1,000,000	 	 	Uninsured Motorist/Underinsured Motorist

	 	 	 	 	 	50	 	 	Rental Reimbursement Limit per day, up to 30 days

	 	 	 	 	 	50	 	 	Towing per disablement (private passenger vehicles only)

	 	 	 	 	 	 	 	 	 

	Deductibles:	 	$	500	 	 	Comprehensive — for Light Vehicle & $1,000 for Trailers

	 	 	 	 	 	1,000	 	 	Collision







	 	 	 	 	 
	Coverages:

	 	•
	 	Broad Form Named Insured
	 
	 	 	 	 
	 

	 	•
	 	Drive Other Car — Broadened Coverage for Named Individual
	 
	 	 	 	 
	 

	 	•
	 	Employees as Insureds
	 
	 	 	 	 
	 

	 	•
	 	Coverage Extension — Supplementary Payments
	 
	 	 	 	 
	 

	 	•
	 	Notice of and Knowledge of Occurrence
	 
	 	 	 	 
	 

	 	•
	 	Unintentional Errors or Omissions
	 
	 	 	 	 
	 

	 	•
	 	Mental Anguish
	 
	 	 	 	 
	 

	 	•
	 	Blanket Waiver of Subrogation
	 
	 	 	 	 
	 

	 	•
	 	Hired Car Worldwide Coverage Territory
	 
	 	 	 	 
	 

	 	•
	 	Lessor — Additional Insured and Loss Payee
	 
	 	 	 	 
	 

	 	•
	 	60 Days Notice of Cancellation or Non-Renewal
Except 10 Days for Non-Payment of Premium






			
	 	 	 
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Workers’ Compensation/Employers’ Liability




	 	 	 
	Carrier:

	 	Travelers Casualty Insurance Co of America
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	UB2549C214
	 
	 	 
	Expiration Date:

	 	10/1/2010






	 	 	 	 	 	 	 	 	 
	Limits:	 	Statutory	 	Workers’ Compensation

Employers’ Liability

	 	 	 	 	$	1,000,000	 	 	Bodily Injury by Accident (Each Accident)

	 	 	 	 	 	1,000,000	 	 	Bodily Injury by Disease (Each Employee)

	 	 	 	 	 	1,000,000	 	 	Bodily Injury by Disease (Policy Aggregate)







	 	 	 	 	 
	Coverages:

	 	•
	 	Foreign Reimbursement Coverage
	 
	 	 	 	 
	 

	 	•
	 	Waiver of Our Right to Recover from Others Endorsement
	 
	 	 	 	 
	 

	 	•
	 	Voluntary Compensation and Employers Liability Coverage
	 
	 	 	 	 
	 

	 	•
	 	Foreign Terrorism
	 
	 	 	 	 
	 

	 	•
	 	Domestic Terrorism, Earthquake and Catastrophic Industrial Accidents Premium Endorsement (DTEC)






			
	 	 	 
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Umbrella Liability Insurance




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carrier:
	 	Federal Insurance Company (Chubb)	 	Policy Number:	 	 	79775139 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Term:
	 	12 Months	 	Expiration Date:	 	 	10/1/2010 	 






	 	 	 	 	 	 	 	 	 
	Limits:	 	$	25,000,000	 	 	Per Occurrence

	 	 	 	 	 	25,000,000	 	 	Products & Completed Operations Aggregate

	 	 	 	 	 	50,000,000	 	 	Excess Coverage Other Aggregate (as applicable)

	 	 	 	 	 	25,000,000	 	 	Umbrella Coverage Other Aggregate

	 	 	 	 	 	25,000,000	 	 	Advertising Injury & Personal Injury Aggregate







Coverage is Excess of the Following Underlying Policies




	 	 	 
	General Liability
	 	 
	 
	Insurance Company:

	 	Travelers Property Casualty Company of America
	Policy Number:

	 	6305072A329
	Policy Period:

	 	10/1/09-10/1/10






	 	 	 	 	 	 	 	 	 
	 	 	 	 	$	1,000,000	 	 	Per Occurrence — Bodily Injury & Property Damage

	 	 	 	 	 	2,000,000	 	 	General Aggregate Limit

(Other Than Products & Completed Operations)

	 	 	 	 	 	2,000,000	 	 	Products & Completed Operations Aggregate ($50MM Cap)

	 	 	 	 	 	1,000,000	 	 	Personal & Advertising Injury Liability

	 	 	 	 	 	1,000,000	 	 	Employee Benefits Liability — Per Occurrence/Aggregate







Automobile Liability — Various States




	 	 	 
	Insurance Company:

	 	St. Paul Fire & Marine
	Policy Number:

	 	810-5072A329
	Policy Period:

	 	10/1/09-10/1/10






	 	 	 	 	 	 	 	 	 
	 	 	 	 	$	1,000,000	 	 	Combined Single Limit — Bodily Injury & Property Damage







Employers Liability — Various States




	 	 	 
	Insurance Company:

	 	St. Paul Travelers
	Policy Number:

	 	UB-2579C214
	Policy Period:

	 	10/1/09-10/1/10






	 	 	 	 	 	 	 	 	 
	 	 	 	 	$	1,000,000	 	 	Each Accident

	 	 	 	 	 	1,000,000	 	 	Disease — Policy Limit

	 	 	 	 	 	1,000,000	 	 	Disease — Each Employee







			
	 	 	 
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	Coverages:

	 	•
	 	Pay on Behalf
	 
	 	 	 	 
	 

	 	•
	 	Defense in Addition to Limits
	 
	 	 	 	 
	 

	 	•
	 	Excludes Real & Personal Property in Your Care, Custody or Control
	 
	 	 	 	 
	 

	 	•
	 	Asbestos, Lead & Nuclear Exclusions
	 
	 	 	 	 
	 

	 	•
	 	Absolute Pollution Exclusion (Except Hostile Fire & Building Heating Equipment)
	 
	 	 	 	 
	 

	 	•
	 	Excludes Mold/Biological Agents
	 
	 	 	 	 
	 

	 	•
	 	Retro Date 08/01/1998
	 
	 	 	 	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal except 10 Days for Non-Payment of Premium






			
	 	 	 
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First Excess Umbrella Liability Insurance




	 	 	 
	Carrier:

	 	St. Paul Fire & Marine (Travelers)
	 
	Term:

	 	12 Months
	 
	Policy Number:

	 	QI06400851
	 
	Expiration Date:

	 	10/01/2010






	 	 	 	 	 	 	 	 	 
	Limits:	 	$	25,000,000	 	 	Per Occurrence — Excess of $25,000,000

	 	 	 	 	 	25,000,000	 	 	Aggregate

	 	 	 	 	 	25,000,000	 	 	Products & Completed Operations Aggregate







	 	 	 	 	 
	Coverages:

	 	•
	 	Pay on Behalf
	 
	 

	 	•
	 	Defense in Addition to Limits
	 
	 

	 	•
	 	Change of Limits Endorsement—Aggregate Limit Only Applies Once
	 
	 

	 	•
	 	Asbestos, Lead & Nuclear Exclusions
	 
	 

	 	•
	 	Absolute Pollution Exclusion (Except Hostile Fire)
	 
	 

	 	•
	 	Employment Related Practices Exclusion
	 
	 

	 	•
	 	Excludes Mold/Biological Agents
	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal except 10 Days for Non-Payment of Premium






			
	 	 	 
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Second Excess Umbrella Liability Insurance




	 	 	 
	Carrier:

	 	American Guarantee & Liability (Zurich)
	 
	Term:

	 	12 Months
	 
	Policy Number:

	 	AEC-9376767-06
	 
	Expiration Date:

	 	10/01/2010






	 	 	 	 	 	 	 	 	 
	Limits:	 	$	25,000,000	 	 	Per Occurrence — Excess of $50,000,000

	 	 	 	 	 	25,000,000	 	 	Aggregate

	 	 	 	 	 	25,000,000	 	 	Products & Completed Operations Aggregate







	 	 	 	 	 
	Coverages:

	 	•
	 	Pay on Behalf
	 
	 

	 	•
	 	Defense in Addition to Limits
	 
	 

	 	•
	 	Excludes Real & Personal Property in Your Care, Custody or Control
	 
	 

	 	•
	 	Cross Suits Exclusion
	 
	 

	 	•
	 	Discrimination Exclusion
	 
	 

	 	•
	 	Known Loss and Loss In Progress Exclusion
	 
	 

	 	•
	 	Lead Exclusion
	 
	 

	 	•
	 	Asbestos, Lead & Nuclear Exclusions
	 
	 

	 	•
	 	Excludes Mold/Biological Agents
	 
	 

	 	•
	 	Professional Services Exclusion
	 
	 

	 	•
	 	War and Military Action Exclusion
	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal except 10 Days for Non-Payment of Premium






			
	 	 	 
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Third Excess Umbrella Liability Insurance




	 	 	 
	Carrier:

	 	The American Insurance Co. (Firemen’s Fund Ins. Co.)
	 
	Term:

	 	12 Months
	 
	Policy Number:

	 	SHX00071380083
	 
	Expiration Date:

	 	10/01/2010






	 	 	 	 	 	 	 	 	 
	Limits:	 	$	50,000,000	 	 	Per Occurrence — Excess of $75,000,000

	 	 	 	 	 	50,000,000	 	 	Aggregate







	 	 	 	 	 
	Coverages:

	 	•
	 	Pay on Behalf
	 
	 

	 	•
	 	Defense in Addition to Limits
	 
	 

	 	•
	 	War Liability Exclusion
	 
	 

	 	•
	 	Silica Particles Exclusion
	 
	 

	 	•
	 	Fungus/Bacteria Exclusion
	 
	 

	 	•
	 	Violation of Statutes Exclusion
	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal except 10 Days for Non-Payment of Premium






			
	 	 	 
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Fourth Excess Umbrella Liability Insurance




	 	 	 
	Carrier:

	 	Ohio Casualty Insurance Company
	 
	Term:

	 	12 Months
	 
	Policy Number:

	 	ECO5346237510
	 
	Expiration Date:

	 	10/01/2010






	 	 	 	 	 	 	 	 	 
	Limits:	 	$	25,000,000	 	 	Per Occurrence — Excess of $125,000,000

	 	 	 	 	 	25,000,000	 	 	Aggregate







	 	 	 	 	 
	Coverages:

	 	•
	 	Pay on Behalf
	 
	 

	 	•
	 	Defense in Addition to Limits
	 
	 

	 	•
	 	Excludes Mold/Biological Agents
	 
	 

	 	•
	 	Care, Custody & Control Exclusion
	 
	 

	 	•
	 	Electronic Distribution of Unsolicited material Exclusion
	 
	 

	 	•
	 	Professional Liability Exclusion
	 
	 

	 	•
	 	Cross Suits Exclusion
	 
	 

	 	•
	 	Discrimination Exclusion
	 
	 

	 	•
	 	60 Day Notice of Cancellation or Non-Renewal except 10 Days for Non-Payment of Premium






			
	 	 	 
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Pollution and Remediation Legal Liability




	 	 	 
	Carrier:
	 	Greenwich Insurance Company (XL Group)
	 
	Term:
	 	Three Years
	 
	Policy Number:
	 	PEC000830902
	 
	Expiration Date:
	 	12/31/2012






	 	 	 	 	 	 	 	 	 
	Limits:	 	$	10,000,000	 	 	Each Loss, Remediation, or Legal Defense Expense

	 	 	 	 	 	40,000,000	 	 	Total for all Loss, Remediation, or Legal Defense Expense

	 	 	 	 	 	 	 	 	 

	Deductible:	 	$	100,000	 	 	Each Loss, Remediation, or Legal Defense Expense







	 	 	 	 	 
	Coverages:

	 	•
	 	Bodily Injury and Legal Defense Expense for Lead Based Paint and Asbestos
	 
	 

	 	•
	 	Business Interruption and Extra Expense including Loss of Rental Value
	 
	 

	 	•
	 	Mold, Rot, or Other Fungi
	 
	 

	 	•
	 	Underground Storage Tanks
	 
	 

	 	•
	 	Multiple Contamination Exclusions






			
	 	 	 
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Fiduciary Liability




	 	 	 
	Carrier:

	 	St. Paul Mercury Insurance Company (Travelers)
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	EC03801060
	 
	 	 
	Expiration Date:

	 	7/16/2011






	 	 	 	 	 	 	 	 	 
	Limits:
	 	$	3,000,000	 	 	Each Policy Period
	 
	 	 	 	 	 	 	 	 
	Retention:
	 	$	5,000	 	 	Indemnifiable Loss in each Claim







	Coverages: 	•	 	Compliance Fee Coverage For Voluntary Compliance Program Endorsement
Including the Tax Sheltered Annuity Voluntary Correction — $100,000
	 
	 	•	 	Prior Litigation Date – 4/28/2000 — $1,000,000
	 
	 	•	 	Bilateral Discovery: 1 year at 75%
	 
	 	•	 	HIPPA Extension Endorsement ($25,000 Sublimit)
	 
	 	•	 	Coverage extended for civil penalties imposed by the Pensions
Ombudsman of England and the Occupational Pensions Regulatory Authority of
England
	 
	 	•	 	Amended Hammer Clause– 20% co-insurance after the first settlement
opportunity (Base policy does not provide coverage after first settlement
opportunity)
	 
	 	•	 	Amended Definition of Application– limits the definition of
application to the application and attachments submitted for this policy
	 
	 	•	 	Definition of Claim to include injunctive or non monetary relief
	 
	 	•	 	Full Severability of the Application for Insured Persons and non
rescindable coverage for Non Indemnifiable loss of an Insured Person
	 
	 	•	 	Definition of Loss — expanded punitive damages to also include
multiplied damages (with most favorable venue wording); And Coverage to
include pre/post judgment interest.
	 
	 	•	 	Personal profit exclusion amended to final judgment or other final
adjudication– Base policy has ‘in fact’ language
	 
	 	•	 	Notice of Claim Amended to knowledge of the Risk Manager, General
Counsel or Executive Officer of the Sponsor Company
	 
	 	•	 	Order of Payments– to first pay Non-Indemnifiable loss of an Insured
Person
	 
	 	•	 	Add “Pension Committees and their natural person members” as
additional insureds






			
	 	 	 
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Miscellaneous Professional Liability




	 	 	 
	Carrier:

	 	Lexington Insurance Company (Chartis/AIG)
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	084196696 
	 
	 	 
	Expiration Date:

	 	7/16/2011






	 	 	 	 	 	 	 	 	 
	Limits:
	 	$	2,000,000	 	 	Each Claim
	 
	 	 	2,000,000	 	 	Annual Aggregate
	 
	 	 
	Deductible:
	 	$	50,000	 	 	Each Claim, Deductible applies to defense







	Coverages: 	•	 	Real Estate Services Limitations
	 
	 	•	 	Includes coverage for Notary Public
	 
	 	•	 	Claims Made coverage






			
	 	 	 
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Directors & Officers Liability




	 	 	 
	Carrier:

	 	ARCH Insurance Company
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	REI002251903
	 
	 	 
	Expiration Date:

	 	7/16/2011






	 	 	 	 	 	 	 	 	 
	Limits:
	 	$	10,000,000	 	 	Annual Aggregate
	 
	 	 	 	 	 	 	 	 
	Deductible:
	 	$	750,000	 	 	SEC
	 
	 	 	250,000	 	 	All Other







	Coverages: 	•	 	Continuity Date – 6/19/1994 (Non-Entity EPLI – 4/18/01)
	 
	 	•	 	Pollution Exclusion Amended to provide coverage for Securities
or Derivative Claims (Mold is included within the definition of
Pollution)
	 
	 	•	 	Mold Exclusion Amended to provide coverage for Securities or
Derivative Claims
	 
	 	•	 	Order of Payments to first pay Side A Loss
	 
	 	•	 	Investigative Costs Coverage Endorsement (Including Reg FD
Demands) – $250,000 Sublimit
	 
	 	•	 	Non-Entity EPLI Coverage for Directors & Officers
	 
	 	•	 	Definition of Officer amended to include General Counsel and
Real Estate Counsel
	 
	 	•	 	Severability of the Application – no materiality provision.
Knowledge of individuals shall not be imputed to any other individuals,
however the knowledge of CEO or CFO only shall be imputed to the
Company
	 
	 	•	 	Amend Insured versus Insured Exclusion to provide an additional
carveback for “Sarbanes-Oxley Whistle-blowing”
	 
	 	•	 	Amend ‘Other Insurance’ Clause so that if Loss is covered by
another ‘valid and collectible’ policy this policy shall apply excess
	 
	 	•	 	Non-Rescindable Clause, ‘under no circumstance shall the
Insurer be entitled to rescind the policy’ (expiring language was Side
A Non-Rescindable language only)
	 
	 	•	 	Amend Definition of Loss so that the Insurer will not assert
that Section 11 or 12 Claim constitute uninsurable loss







			
	 	 	 
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	 	•	 	State Amendatory Inconsistency endorsement so that if there is
an inconsistency between the policy and the state amendatory the
provisions most favorable to the Insured shall apply
	 
	 	•	 	No Subrogation against any Insureds
	 
	 	•	 	Employed Lawyers Extension
	 
	 	•	 	Spousal / Domestic Partner Extension
	 
	 	•	 	Worldwide Coverage Endorsement expanding to cover Insured
versus Insured claims in non common law countries and to provide
coverage for extradition costs
	 
	 	•	 	Pro Rata Cancellation Clause in the event of a Credit Ratings
Downgrade below A-
	 
	 	•	 	Recognized payment of retention by DIC Insurer
	 
	 	•	 	Amended Conduct Exclusions to final adjudication language.






			
	 	 	 
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1st Excess Directors & Officers Liability




	 	 	 
	Carrier:

	 	Twin City Insurance Company (Hartford)
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	US00H00300 0708
	 
	 	 
	Expiration Date:

	 	7/16/2011






	 	 	 	 	 	 	 	 	 
	Limits:
	 	$	10,000,000	 	 	Annual Aggregate Excess of $10,000,000







	Coverages: 	•	 	Prior and Pending Litigation Date – 6/19/94
	 
	 	•	 	Simplified excess policy language, follows underlying and
includes recognition of erosion of underlying by either insurer or
Insured payments.






			
	 	 	 
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2nd Excess Directors & Officers Liability




	 	 	 
	Carrier:

	 	US Specialty Insurance Co (PIA — HCC)
	 
	 	 
	Term:

	 	12 Months
	 
	 	 
	Policy Number:

	 	U710-60821 
	 
	 	 
	Expiration Date:

	 	7/16/2011 






	 	 	 	 	 	 	 	 	 
	Limits:
	 	$	10,000,000	 	 	Annual Aggregate Excess of $20,000,000







	Coverages: 	•	 	Prior and Pending Litigation Endorsement (Wording to follow primary
language) 6/16/94 for the first $5m; 6/16/2004 for the next $5m
	 
	 	•	 	Delete Nuclear Incident Exclusion Clause
	 
	 	•	 	Recognition of Erosion for Insured’s Actual Payment of Loss Endorsement
	 
	 	•	 	Deletion of Representation Clause Endorsement, will rely on Primary Carrier
Wording
	 
	 	•	 	Amend Subrogation – final adjudication wording






			
	 	 	 
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3rd Excess Directors & Officers Liability




	 	 	 
	Carrier:
	 	ACE American Insurance Co
	 
	 	 
	Term:
	 	12 Months
	 
	 	 
	Policy Number:
	 	DOX G24458379A 002
	 
	 	 
	Expiration Date:
	 	7/16/2010






	 	 	 	 	 
	Limits:	 	$10,000,000 Annual Aggregate Excess of $30,000,000
	 
	 	 	 	 
	Coverages:
	 	•	 	Prior and Pending Litigation Endorsement (6/16/04)
	 
	 	 	 	 
	 
	 	•	 	Recognition of Erosion for Insured’s Actual Payment of Loss Endorsement
	 
	 	 	 	 
	 
	 	•	 	Recognition of Erosion for Sublimits






	 		
	Risk Services
	 	







 


21









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Coverage Specific to the Comcast Center








Property Insurance




	 	 	 	 	 	 	 
	Carrier:

	 	Factory Mutual Insurance Company
	 	Policy Number:
	 	LR816
	 
	 	 	 	 	 	 
	Term:

	 	12 Months
	 	Expiration Date:
	 	5/1/2011






	 	 	 	 	 	 	 
	Limit:	 	$	1,000,000,000	 	 	Blanket Real Property, Personal Property & Rental Income

	 	 	 	 	 	 	 

	Sub-Limits:	 	 	250,000,000	 	 	Flood – Per Occurrence/Aggregate except Flood Zone “A” “V”

	 	 	 	250,000,000	 	 	Earthquake – Per Occurrence/Aggregate Excluding: Alaska, California, Hawaii, New Madrid Seismic Zone and Pacific Northwest Seismic Zone

	 	 	 	Blanket Limit	 	 	Demolition & Increased Cost of Construction

	 	 	 	100,000,000	 	 	Expediting Expense and Extra Expense Combined

	 	 	 	100,000,000	 	 	Accounts Receivable

	 	 	 	100,000,000	 	 	Deferred Payments

	 	 	 	100,000,000	 	 	Valuable Papers and Records

	 	 	 	25,000,000	 	 	Contingent Time Element Extended

	 	 	 	25,000,000	 	 	Data Programs and Software & Computer Systems – non physical damage

	 	 	 	100,000,000	 	 	Fine Arts

	 	 	 	25,000,000	 	 	Service Interruption – PD and TE combined, but not to exceed $5mm combined for the lack of incoming or outgoing voice, data, and video service

	 	 	 	10,000,000	 	 	Decontamination Costs

	 	 	 	10,000,000	 	 	Soft Costs

	 	 	 	10,000,000	 	 	Misc Personal Property per Location

	 	 	 	10,000,000	 	 	Off Storage Premise for Property under Construction per Location

	 	 	 	10,000,000	 	 	Transit

	 	 	 	Blanket Limit	 	 	Debris Removal

	 	 	 	50,000	 	 	Professional Fees

	 	 	 	50,000	 	 	Land and Water Contaminant Cleanup (aggregate)

	 	 	 	100,000	 	 	Land or fill eroded by Flood or by liquid escaping from piping (aggregate)

	 	 	 	30 Days	 	 	Ingress/Egress (Not to exceed 25,000,000)

	 	 	 	365 Days	 	 	Extended Period of Indemnity

	 	 	 	180 Days	 	 	Logistics Extra Cost (Not to exceed the lesser of a 5,000,000 or 200% of the Normal Cost







 



			
	Risk Services
	 	








22









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	Deductibles:	 	$	50,000	 	 	All Property Coverages Combined

	 	 	 	100,000	 	 	Earthquake

	 	 	 	100,000	 	 	Flood – Other Than Flood Zone “A” or “V”

	 	 	 	2 Days	 	 	Computer Systems- Non Physical Damage & Data, Programs or Software (Subject to a Minimum of 50,000)







	 	 	 	 	 
	Coverages:
	 	•	 	All Risk Property Form, (Subject to Policy Exclusions) Including Flood & Earthquake
	 
	 	 	 	 
	 
	 	•	 	EDP Mechanical Breakdown
	 
	 	 	 	 
	 
	 	•	 	Back-Up of Sewers & Drains Included Under the Flood Peril
	 
	 	 	 	 
	 
	 	•	 	Boiler & Machinery
	 
	 	 	 	 
	 
	 	•	 	Real & Personal Property – Values Reported at 100%
	 
	 	 	 	 
	 
	 	•	 	Replacement Cost
	 
	 	 	 	 
	 
	 	•	 	Appraised Value – Fine Arts
	 
	 	 	 	 
	 
	 	•	 	Agreed Amount – Property Damage
	 
	 	 	 	 
	 
	 	•	 	Actual Loss Sustained – Rental Income/Extra Expense
	 
	 	 	 	 
	 
	 	•	 	Rental Income Values – Reported at 100%
	 
	 	 	 	 
	 
	 	•	 	Agreed Amount – Rental Income/Extra Expense
	 
	 	 	 	 
	 
	 	•	 	Excludes Mold/Biological Agents
	 
	 	 	 	 
	 
	 	•	 	Date Recognition Exclusion
	 
	 	 	 	 
	 
	 	•	 	60 Day Notice of Cancellation or Non-Renewal Except 10 Days for Non-Payment of Premium






 




			
	Risk Services
	 	






23









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Pollution and Remediation Legal Liability




Two Pollution and Remediation Legal Liability Policies are in place for the Comcast Center. One is
for “new” conditions, which has a three –year policy term and the second is for “historic
conditions” which is a ten-year policy term. Both policies are placed with XL Insurance Group,
which owns Indian Harbor Insurance Company



“New” Conditions Policy




	 	 	 	 	 	 	 
	Carrier:

	 	Indian Harbor (XL Group)
	 	Policy Number:
	 	PEC 17824
	 
	 	 	 	 	 	 
	Term:

	 	Three Years
	 	Expiration Date:
	 	01/01/2011






	 	 	 	 	 	 	 
	Limits:	 	$	20,000,000	 	 	Limit of Liability – Each Loss, Remediation Expense or Legal Defense Expense

	 	 	 	20,000,000	 	 	Limit of Liability – total All Losses Remediation Expenses or Legal Defense Expenses

	 	 	 	100,000	 	 	Retention – Each Loss, Remediation Expense or Legal Defense Expense

	 	 	 	 	 	 	 

	Retroactive Dates:	 	 	01/01/2005	 	 	Coverage A (Pollution Legal Liability)

	 	 	 	01/01/2005	 	 	Coverage B (Remediation Legal Liability)







“Historic” Conditions Policy




	 	 	 	 	 	 	 
	Carrier:

	 	Indian Harbor (XL Group)
	 	Policy Number:
	 	PEC 17825
	 
	Term:

	 	10 Years
	 	Expiration Date:
	 	01/01/2015






	 	 	 	 	 	 	 
	Limits:	 	$	20,000,000	 	 	Limit of Liability – Each Loss, Remediation Expense or Legal Defense Expense

	 	 	 	20,000,000	 	 	Limit of Liability – total All Losses Remediation Expenses or Legal Defense Expenses

	 	 	 	100,000	 	 	Retention – Each Loss, Remediation Expense or Legal Defense Expense

	 	 	 	 	 	 	 

	Retroactive Dates:	 	 	01/01/2005	 	 	Coverage A (Pollution Legal Liability)

	 	 	 	01/01/2005	 	 	Coverage B (Remediation Legal Liability)








 




			
	Risk Services
	 	






24











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SCHEDULE 8.2(d)




INVESTMENTS




Investments may include money market mutual funds such as Black Rock TempFund (which invests in a
broad range of U.S. dollar-denominated money market instruments, including government, bank and
commercial obligation and repurchase agreements secured by such obligations), money market mutual
funds of similar size and reputation, time deposits with various banks and equity interest of
insolvent tenants given in lieu of rent.




 


 











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EXHIBIT A






FORM OF NOTE




	 	 	 
	$[                    ]	 	[Date]





FOR VALUE RECEIVED, the undersigned, LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania
limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order
of                      (hereinafter, together with its successors in title and assigns, the “Lender”) at
the Agent’s Head Office (as defined in the Credit Agreement referred to below), the principal sum
of                      DOLLARS ($                    ) or, if less, the aggregate unpaid principal amount of all
Loans made by the Lender to the Borrower pursuant to the Second Amended and Restated Credit
Agreement, dated as of August 31, 2010, among the Lender, the Borrower, Liberty Property Trust, the
other lending institutions named therein and Bank of America, N.A., as administrative agent (the
“Agent”) (as amended, restated, replaced, supplemented or modified from time to time, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of
interpretation set forth in §1.2 of the Credit Agreement shall be applicable to this Note.



The Borrower also promises to pay (a) principal from time to time at the times provided in the
Credit Agreement and (b) interest from the date hereof on the principal amount from time to time
unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with
the terms of the Credit Agreement. Late charges and other charges and default rate interest shall
be paid by Borrower in accordance with the terms of the Credit Agreement. The entire outstanding
principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due
and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note
with appropriate notations evidencing advances and payments of principal hereunder as contemplated
by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations
made by the Agent in the Register, be conclusive and binding on the Borrower in the absence of
manifest error; provided, however, that the failure of any Lender to make any such notations shall
not limit or otherwise affect any Obligations of the Borrower.



Payments of both principal and interest are to be made in Dollars as specified in the Credit
Agreement in immediately available funds to the account designated by the Agent pursuant to the
Credit Agreement.



This Note is issued pursuant to, is entitled to the benefits of, and is subject to the
provisions of the Credit Agreement. The principal of this Note is subject to prepayment in whole or
in part in the manner and to the extent specified in the Credit Agreement. The principal of this
Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse
obligations of the Borrower, and all Real Estate Assets and other properties shall be available for
the payment and performance of this Note, the interest accrued on this Note, and all of such other
Obligations.


 


 









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In case an Event of Default shall occur and be continuing, the entire unpaid principal amount
of this Note and all of the unpaid interest accrued thereon may become or be declared due and
payable in the manner and with the effect provided in the Credit Agreement.



The Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby
waive presentment for payment, demand protest and notice of any kind in connection with the
delivery, acceptance, performance and enforcement of this Note, and also hereby assent to
extensions of time of payment or forbearance or other indulgences without notice.



THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT WOULD REQUIRE APPLICATION OF
SUBSTANTIVE LAWS OF ANOTHER JURISDICTION).



IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LIBERTY PROPERTY TRUST, 
 its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 





 


 









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LOANS AND PRINCIPAL PAYMENTS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Loan	 	 	Interest	 	 	Amount of	 	 	Unpaid	 	 	 	 	 	 	 	 
	 	 	Made	 	 	Period	 	 	Principal Repaid	 	 	Principal Balance	 	 	 	 	 	 	 	 
	 	 	Prime	 	 	 	 	 	 	(If	 	 	Prime	 	 	 	 	 	 	Prime	 	 	 	 	 	 	 	 	 	 	Notation	 
	Date	 	Rate	 	 	Eurocurrency Rate	 	 	Applicable)	 	 	Rate	 	 	Eurocurrency Rate	 	 	Rate	 	 	Eurocurrency Rate	 	 	Total	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


 









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EXHIBIT B




FORM OF LOAN REQUEST 




Liberty Property Limited Partnership

500 Chesterfield Parkway

Malvern, PA 19355




[Date]




Bank of America, N.A., as Agent

Bank of America Plaza

901 Main Street

TX1-492-14-05

Dallas, Texas 75202-3714

Attention: Betty Canales (Fax: (214) 290-8377)




Ladies and Gentlemen:





	 	Re:	 	Loan Request under Second Amended and Restated Credit Agreement dated as of August 31,
2010.






This Loan Request is delivered pursuant to §2.5 of the Second Amended and Restated Credit
Agreement, dated as of August 31, 2010, among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania
limited partnership (the “Borrower”), Bank of America, N.A. and the other lending institutions from
time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent for
itself and the Lenders (the “Agent”) and the other parties thereto (as amended, restated, replaced,
supplemented or modified from time to time, the “Credit Agreement”). Capitalized terms used herein
without definitions herein shall have the meaning given to them in the Credit Agreement.




We hereby request that the Lenders make a Loan under the Credit Agreement as follows:



	 	 	 	 	 	 	 	 	 
	 	(A	)	 	Principal amount requested
	 	 	 	 
	 
	 	(B	)	 	Proposed Borrowing Date1
	 	 	 	 
	 
	 	(C	)	 	Interest Period2
	 	 	 	 
	 
	 	(D	)	 	Type of Borrowing3
	 	 	 	 






 






	 	 	 
	1	 	Shall be a Business Day at least (a) one (1) Business Day in the case of a Base Rate
Loan, or (b) two (2) Business Days in the case of a Eurocurrency Rate Loan, in each case after
the date hereof.

	 
	2	 	For any Eurocurrency Rate Loan 1, 2, or 3 months.



 


 









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This Loan Request is submitted pursuant to, and shall be governed by, and subject to
satisfaction of, the terms, conditions and provisions set forth in §2.5 of the Credit Agreement.



The undersigned hereby further certifies to you that it is in compliance with the covenants
specified in §9.1 through §9.7 of the Credit Agreement, and will remain in compliance with such
covenants after the making of the requested Loan, as evidenced by a Compliance Certificate in the
form of Exhibit C to the Credit Agreement of even date, herewith delivered to you simultaneously
with this Loan Request. We also understand that if you grant this request, this request obligates
us to accept the requested Loan on such date.



The undersigned hereby certifies to you, in accordance with the provisions of §11.1 of the
Credit Agreement, that (i) the representations and warranties contained in the Credit Agreement and
in each document and instrument delivered pursuant to or in connection therewith, were true as of
the date as of which they were made, are also true at and as of the date hereof, and will also be
true at and as of the proposed Borrowing Date of the Loan requested hereby, in each case except as
otherwise permitted pursuant to the provisions of §11.1 of the Credit Agreement, (ii) the Borrower
has performed and complied with all terms and conditions required by §11.1 of the Credit Agreement
to be performed by it on or prior to the Borrowing Date, and (iii) no Default or Event of Default
has occurred and is continuing, or is reasonably likely to occur as a result of making the Loan
requested herein.



Please wire transfer the proceeds of the Borrowing to the accounts of the following persons at
the financial institutions indicated respectively:



Person to be Paid 




	 	 	 	 	 
	Amount to be	 	Name, Account No.,	 
	Transferred	 	Address, etc.	 
	 
	$                    	 	 	 
	 	 	 	 
	 

	 	Attention:	 	 
	 

	 	 	 	 
	 

	 	Account No.:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	$                    	 	 	 
	 	 	 	 
	 	 	Attention: 	 
 	 
	 

	 	Account No.:	 	 
	 

	 	 	 	 






	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Liberty Property Limited Partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Liberty Property Trust,
 its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






[ATTACH COMPLIANCE CERTIFICATE]




 






	 	 	 
	3	 	The Borrower shall indicate whether the requested Borrowing is for a Base Rate Loan or
Eurocurrency Rate Loan.



 


 









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EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE




Liberty Property Limited Partnership

500 Chesterfield Parkway

Malvern, PA 19355




[Date]




Liberty Property Trust, general partner of Liberty Property Limited Partnership (the
“Borrower”), hereby certifies as of the date hereof the following:



1. No Defaults. The Responsible Officer signing this Compliance Certificate on behalf of the
Borrower has read a copy of the Second Amended and Restated Credit Agreement dated as of August 31,
2010 (as amended, restated, replaced, supplemented or modified from time to time, the “Credit
Agreement”), among the Borrower, LIBERTY PROPERTY TRUST (the “Company”), BANK OF AMERICA, N.A., the
other lending institutions party thereto, and BANK OF AMERICA, N.A., as administrative agent (the
“Agent”). Terms used herein and not otherwise defined herein shall have the meanings set forth in
§1.1 of the Credit Agreement. No Default is continuing in the performance or observance of any of
the covenants, terms or provisions of the Credit Agreement or any of the other Loan Documents.
Without limiting the foregoing, the Borrower has not taken any actions which are prohibited by the
negative covenants set forth in §8 of the Credit Agreement. Attached hereto as Appendix I are all
relevant calculations needed to determine whether the Borrower is in compliance with §9.1 through
§9.7, inclusive, and §8.2(g), and §8.6 of the Credit Agreement as of the end of the most recently
completed fiscal quarter (except that in the case of Compliance Certificates delivered pursuant to
§2.5(a), §2.10(k), §11.1 or §7.13, the calculations determining compliance with §9.1, §9.2 and §9.3
have been computed on a pro forma basis after giving effect to the proposed transaction and, if the
list of Unencumbered Properties attached hereto has been updated since the list attached to the
most recent Compliance Certificate delivered pursuant to §7.4(d), Value of All Unencumbered
Properties and Unencumbered Net Operating Income have been computed on the basis of such updated
list).



2. No Material Changes, Etc. Except as disclosed on Appendix II hereto, since the Balance
Sheet Date, there has been no event or circumstance in the business, operations, financial or other
conditions or prospects of the Borrower, the Company or any other Related Company, that has had or
could reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect.



3. No Materially Adverse Contracts, Etc. Neither the Borrower nor the Company is subject to
any charter, corporate, trust, partnership or other legal restriction, or any judgment, decree,
order, rule or regulation that has or is expected, in the reasonable judgment of the Company’s
officers, in the future to have a Materially Adverse Effect. Neither the Borrower nor the Company
is a party to any contract or agreement that has or is expected, in the reasonable judgment of the
Company’s officers, to have a Materially Adverse Effect.


 


 









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4. [Include for Compliance Certificates delivered pursuant to §7.4(d) and §7.13 and for other
Compliance Certificates as described in §5.1]. Attached hereto as Appendix III is a list of the
Unencumbered Properties as of                     . The Borrower certifies that each of the Real Estate
Assets listed on Appendix III satisfied on said date, each of the conditions set forth in the
definition of Unencumbered Property, except to the extent that waivers may have been granted
pursuant to §5.2. Appendix III lists for each Unencumbered Property, its street address, name of
the owner, number of square feet and number of leased square feet.



	 	 	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 
	 	 	By:	 	LIBERTY PROPERTY TRUST, 
its general
partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:





 


 









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EXHIBIT D




FORM OF SWINGLINE LOAN REQUEST




Liberty Property Limited Partnership

500 Chesterfield Parkway

Malvern, PA 19355




[Date]




Bank of America, N.A., as Agent

Bank of America Plaza

901 Main Street

TX1-492-14-05

Dallas, Texas 75202-3714

Attention: Betty Canales (Fax: (214) 290-8377)




Ladies and Gentlemen:





	 	Re:	 	Swingline Loan Request under Second Amended and Restated Credit Agreement dated as of
August 31, 2010 






Pursuant to §2.8(b) of the Second Amended and Restated Credit Agreement, dated as of August
31, 2010, among, LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the
“Borrower”), LIBERTY PROPERTY TRUST, a Maryland trust, BANK OF AMERICA, N.A. and the other lending
institutions which are or may become parties thereto from time to time (the “Lenders”), and BANK OF
AMERICA, N.A., as administrative agent for itself and the other Lenders (the “Agent”) (as amended,
restated, replaced, supplemented or otherwise modified, the “Credit Agreement”), we hereby request
that the Swingline Lender make a Swingline Loan as follows:




	 	(i)	 	Principal amount requested: $                    

	 
	 	(ii)	 	Proposed Borrowing Date:                     






This Swingline Loan Request is submitted pursuant to, and shall be governed by, and subject to
satisfaction of, the terms, conditions and provisions set forth in §2.8 of the Credit Agreement. As
provided therein, all Swingline Loans are Base Rate Loans.



The undersigned hereby further certifies to you that it is in compliance with the covenants
specified in §9.1 through §9.7 of the Credit Agreement, and will remain in compliance with such
covenants after the making of the requested Swingline Loan. The Borrower also certifies that after
giving full effect to the requested Loans the aggregate principal amount of all outstanding
Swingline Loans is less than or equal to $60,000,000.



We also understand that if you grant this request this request obligates us to accept the
requested Swingline Loan on such date. All terms defined in the Credit Agreement and used herein
without definition shall have the meanings set forth in §1.1 of the Credit Agreement.


 


 









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The undersigned hereby certifies to you, in accordance with the provisions of §11.1 of the
Credit Agreement, that (i) the representations and warranties contained in the Credit Agreement and
in each document and instrument delivered pursuant to or in connection therewith were true as of
the date as of which they were made, are also true at and as of the date hereof, and will also be
true at and as of the proposed Borrowing Date of the Swingline Loan requested hereby, in each case
except as otherwise permitted pursuant to the provisions of §11.1 of the Credit Agreement, (ii) the
Borrower has performed and complied with all terms and conditions required by §11.1 of the Credit
Agreement to be performed by it on or prior to the Borrowing Date, and (iii) no Default or Event of
Default has occurred and is continuing, or will occur as a result of the making of the Loan
requested herein.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Liberty Property Limited Partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Liberty Property Trust, 
its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:





 


 









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EXHIBIT E




FORM OF

ASSIGNMENT AND ASSUMPTION




[Dated]




This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the effective
date set forth below (the “Effective Date”) and is entered into by and between
                                         (the “Assignor”) and                         
                 (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, supplemented, amended and restated or otherwise modified
and in effect from time to time, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Agent (as contemplated below), (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including without limitation any Letters of Credit and
Swingline Loans included in such facilities), and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i)
and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 	 	 
	 	1.	 	 	Assignor:

	 	                                                            
	 	 	 	 	 
	 	 
	 	2.	 	 	Assignee:

	 	                                                            
	 	 	 	 	 

	 	[and is an Affiliate/Approved Fund of                     1]
	 	 	 	 	 
	 	 
	 	3.	 	 	Borrower:

	 	Liberty Property Limited Partnership
	 	 	 	 	 
	 	 
	 	4.	 	 	Agent:

	 	Bank of America, N.A., as administrative agent under the
Credit Agreement






 






	 	 	 
	1	 	Select Lender as applicable.



 


 









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	 	5.	 	 	Credit Agreement:

	 	The Second Amended and Restated Credit Agreement, dated as
of August 31, 2010, by and among Liberty Property Limited
Partnership (the “Borrower”), Liberty Property Trust, Bank of
America, N.A., the other lenders party thereto (the
“Lenders”),
and the Agent.
	 	 	 	 	 
	 	 
	 	6.	 	 	Assigned Interest:

	 	                                                            






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	 	 	 	 	 	 	 	 	 
	 	 	Commitment/Loans	 	 	 	 	 	 	Percentage	 	 	 	 
	 	 	for all Lenders	 	 	Amount of	 	 	Assigned of	 	 	 	 
	 	 	(including any Letter	 	 	Commitment/Loans	 	 	Commitment/	 	 	CUSIP	 
	Facility Assigned	 	of Credit Draws) *	 	 	Assigned *	 	 	Loans2	 	 	Number	 
	Base Rate Loans

	 	$	 	 	 	$	 	 	 	 	                 	%	 	 	 	 
	Eurocurrency Rate
Loans
	 	$	 	 	 	$	 	 	 	 	                 	%	 	 	 	 
	Competitive Bid
Loans
	 	$	 	 	 	$	 	 	 	 	                 	%	 	 	 	 
	Letter of Credit
participations interest
	 	$	 	 	 	$	 	 	 	 	                 	%	 	 	 	 
	Swingline Loan
participations interest
	 	$	 	 	 	$	 	 	 	 	                 	%	 	 	 	 







	[7.	 	 Trade Date:                   
 ___________]3






Effective Date:                     
 ___, 20___ 
[TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE
DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



 






	 	 	 
	*	 	Amount to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date.

	 
	2	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.

	 
	3	 	To be completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be determined as of the Trade Date.



 


 









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The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


 









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	 	Consented to and Accepted:




BANK OF AMERICA, N.A.,

acting in its capacity as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.,

acting in its capacity as L/C Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




[Consented to:



	 	 	 	 	 	 	 	 
	LIBERTY PROPERTY LIMITED PARTNERSHIP,	 	 
	 	 
	 	 	 	 	 	 
	 	By:	 	Liberty Property Trust,

its general partner	 	 
	 
	 	 	 	 	 	 	 
	 	 

	 	By:	 	 	 	 
	 	 

	 	 	 	 

Name:
	 	 
	 	 

	 	 	 	Title:]4	 	 





 






	 	 	 
	4	 	To the extent required under the Credit Agreement.



 


 









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ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION





1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, Liberty Property Trust (the “Company”), any other Guarantor, or any of
their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or
(iv) the performance or observance by the Borrower, the Company, any Guarantor, or any of their
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements of an Eligible Assignee under the Credit
Agreement (subject to the receipt of such consents as may be required under the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has
been accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to §6.4 and §7.4 of the Credit Agreement, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Assignment and
Assumption and to


 


 









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purchase the Assigned Interest, (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee, and (viii) if the Assignee is
not already a Lender under the Credit Agreement, attached to this Assignment and Assumption is an
administrative questionnaire, in a form acceptable to the Agent, duly completed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender.



2. Payments. From and after the Effective Date, the Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the
Assignor for amounts, which have accrued to, but excluding the Effective Date and to the Assignee
for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and
Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.


 


 









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EXHIBIT F




FORM OF LETTER OF CREDIT APPLICATION




Liberty Property Limited Partnership

500 Chesterfield Parkway

Malvern, PA 19355




[Date]



[Trade Finance Operations

1 Fleet Way, 2nd Floor

(Fax: (800) 755-8743)

Scranton, PA 19507]




Bank of America, N.A., as Agent

Bank of America Plaza

901 Main Street

TX1-492-14-05

Dallas, Texas 75202-3714

Attention: Betty Canales (Fax: (214) 290-8377)




Ladies and Gentlemen:





	 	Re:	 	Letter of Credit Application under the Second Amended and Restated Credit Agreement
dated as of August 31, 2010 






Pursuant to §2.9 of the Second Amended and Restated Credit Agreement, dated as of August 31,
2010, among you, the lending institutions which are or may become parties thereto from time to
time, other parties thereto, and us (as amended, supplemented, amended and restated or otherwise
modified from time to time, the “Credit Agreement”), we hereby request that you issue a Letter of
Credit as follows:




	 	(i)	 	Name and address of beneficiary:                     

	 
	 	(ii)	 	Face amount: $                    

	 
	 	(iii)	 	Proposed Issuance Date:                     

	 
	 	 	 	Proposed Expiration Date1:                     

	 
	 	(iv)	 	Other terms and conditions as set forth in the proposed form of Letter of Credit
attached hereto.

	 
	 	(v)	 	Purpose of Letter of Credit:                     





 






	 	 	 
	1	 	Each Letter of Credit shall have an initial term of not more than one (1) year, and
shall expire no later than fifteen (15) days prior to the Maturity Date, except as otherwise
provided in the Credit Agreement.



 


 









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This Letter of Credit Request is submitted pursuant to, and shall be governed by, and subject
to satisfaction of, the terms, conditions and provisions set forth in §2.9 of the Credit Agreement.



The undersigned hereby certifies to you that it is in compliance with the covenants specified
in §9.1 through §9.7 of the Credit Agreement, and will remain in compliance with such covenants
after the outstanding balance of the Loans is adjusted to include the face amount of the requested
Letter of Credit.



Pursuant to §2.9(a) of the Credit Agreement, the undersigned hereby further certifies that
after giving effect to all Letters of Credit (i) the aggregate Credit Exposure of all the Lenders
does not exceed the Maximum Credit Amount; (ii) the Credit Exposure of any Lender (excluding the
Competitive Bid Loans owed to such Lender) does not exceed such Lender’s Commitment; and (iii) the
outstanding amount of the Letter of Credit Obligations does not exceed the Letter of Credit
Sublimit of $35,000,000.



We also understand that if you grant this request this request obligates us to accept the
requested Letter of Credit and pay the issuance fee and Letter of Credit fee as required by §2.9(h)
and §2.9(i). All terms defined in the Credit Agreement and used herein without definition shall
have the meanings set forth in §1.1 of the Credit Agreement.



The undersigned hereby certifies to you, in accordance with the provisions of §11.1 of the
Credit Agreement, that (i) the representations and warranties contained in the Credit Agreement and
in each document and instrument delivered pursuant to or in connection therewith were true as of
the date as of which they were made, are also true at and as of the date hereof, and will also be
true at and as of the proposed issuance date of the Letter of Credit requested hereby, in each case
except as otherwise permitted pursuant to the provisions of §11.1 of the Credit Agreement, (ii) the
Borrower has performed and complied with all terms and conditions required by §11.1 of the Credit
Agreement to be performed by it on or prior to the issuance date of this Letter of Credit, (iii)
and no Default or Event of Default has occurred and is continuing, or will occur as a result of the
issuance of the Letter of Credit requested herein.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Liberty Property Limited Partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Liberty Property Trust, 
its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






[ATTACH LETTER OF CREDIT APPLICATION, IF APPLICABLE]



 


 









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[EXHIBIT G]




[RESERVED]



 


 









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EXHIBIT H




FORM OF COMPETITIVE BID QUOTE REQUEST




Liberty Property Limited Partnership

500 Chesterfield Parkway

Malvern, PA 19355




[Date]




Bank of America, N.A., as Agent

Bank of America Plaza 
901 Main
Street
 TX1-492-14-05 
Dallas,
Texas 75202-3714

Attention: Betty Canales (Fax: (214) 290-8377)




Ladies and Gentlemen:




	 	Re:	 	Competitive Bid Quote Request under Second Amended and Restated Credit Agreement dated
as of August 31, 2010 






Pursuant to §2.10 of the Second Amended and Restated Credit Agreement, dated as of August 31,
2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
(the “Borrower”), LIBERTY PROPERTY TRUST, a Maryland trust, BANK OF AMERICA, N.A. and the other
lending institutions which are or may become parties thereto from time to time (the “Lenders”), and
BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (the “Agent”), we
hereby request that the Agent obtain quotes for Competitive Bid Loans based upon the following:



1. The requested Borrowing Date(s), amounts and Interest Periods of the Competitive Bid Loans
shall be as follows:



	 	 	 	 	 	 	 	 	 
	Borrowing Dates
	 	Amount requested1	 	Interest Period








2. The aggregate amount of the requested Competitive Bid Loans shall be $                    .



 






	 	 	 
	1	 	The Dollar amount of any requested Competitive Bid Loan shall be a minimum of
$3,000,000 and integral multiples of $1,000,000.



 


 









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3. Dollar amount of all Competitive Bid Loans currently outstanding is $                    .




4. Type of Loan requested:                     .



This Competitive Bid Quote Request is submitted pursuant to, and shall be governed by, and
subject to satisfaction of, the terms, conditions and provisions set forth in §2.10 of the Credit
Agreement. The undersigned hereby certifies to you that the Borrower maintains the required ratings
from the Ratings Agencies to request a Competitive Bid Loan under the Credit Agreement in
accordance with §2.10.



The undersigned hereby further certifies to you that it is in compliance with the covenants
specified in §9.1 through §9.7 of the Credit Agreement, and will remain in compliance with such
covenants after the making of the requested Competitive Bid Loans, as evidenced by a Compliance
Certificate in the form of Exhibit C to the Credit Agreement of even date herewith delivered to you
simultaneously with this Competitive Bid Quote Request.



The undersigned hereby certifies to you, in accordance with the provisions of §11.1 of the
Credit Agreement, that (i) the representations and warranties contained in the Credit Agreement and
in each document and instrument delivered pursuant to or in connection therewith were true as of
the date as of which they were made, are also true at and as of the date hereof, and will also be
true at and as of the proposed Borrowing Date of the Competitive Bid Loans requested hereby, in
each case except as otherwise permitted pursuant to the provisions of §11.1 of the Credit
Agreement, (ii) the Borrower has performed and complied with all the terms and conditions required
by §11.1 of the Credit Agreement to be performed by it on or prior to the Borrowing Date, and (iii)
no Default or Event of Default has occurred and is continuing, or will occur as a result of making
the Loans requested herein.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Liberty Property Limited Partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Liberty Property Trust, 
its
general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:






[ATTACH COMPLIANCE CERTIFICATE]



 


 









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EXHIBIT I




FORM OF INVITATION FOR COMPETITIVE BID QUOTES




                    , 20__





	To:	 	 Each Lender that is a party to the Second Amended and Restated Credit Agreement identified below

	 
	Re:	 	Invitation for Competitive Bid Quotes






Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated
as of August 31, 2010 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “Credit Agreement”), among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania
limited partnership (the “Borrower”), LIBERTY PROPERTY TRUST, a Maryland trust, BANK OF AMERICA,
N.A. and the other lending institutions which are or may become parties thereto from time to time
(the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for itself and the other
Lenders (the “Agent”). Capitalized terms which are used herein without definition and which are
defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.



Pursuant to §2.10 of the Credit Agreement, you are invited to submit a competitive bid quote
to the Borrower for the following proposed Competitive Bid Loan(s):



	 	 	 	 	 
	Requested Borrowing Date	 	Principal Amount	 	Interest Period






All Competitive Bid Quotes should specify a Competitive Bid margin and must be submitted to
the Agent by facsimile transmission at its offices as specified in or pursuant to §19 of the Credit
Agreement not later than (a) 10:00 a.m.(eastern time) on the third Business Day prior to the
proposed Borrowing Date. Quotes received after these deadlines will not be forwarded to the
Borrower.



Submitted bids must be for $1,000,000 or a larger multiple of $500,000 and may not exceed the
aggregate principal amount of Competitive Bid Loans for which offers were requested. All
Competitive Bid Quotes should be submitted in substantially the form of Exhibit J to the Credit
Agreement. Please follow-up your submitted written bids with telephone verification to confirm
receipt.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Bank of America, N.A., as Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 





 


 









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EXHIBIT J




FORM OF COMPETITIVE BID QUOTE




[Date]




Bank of America, N.A., as Agent

Bank of America Plaza

901 Main Street

TX1-492-14-05

Dallas, Texas 75202-3714

Attention: Betty Canales (Fax: (214) 290-8377)




Ladies and Gentlemen:




	 	Re:	 	Competitive Bid Quote to Liberty Property Limited Partnership






This Competitive Bid Quote is given in accordance with §2.10 of the Second Amended and
Restated Credit Agreement, dated as of August 31, 2010 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”), among LIBERTY PROPERTY
LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Borrower”), LIBERTY PROPERTY TRUST, a
Maryland trust, BANK OF AMERICA, N.A. and the other lending institutions which are or may become
parties thereto from time to time (the “Lenders”), and BANK OF AMERICA, N.A., as administrative
agent for itself and the other Lenders (the “Agent”). Capitalized terms used herein shall have the
meanings ascribed thereto in the Credit Agreement.



In response to the Competitive Bid Quote Request of the Borrower, dated                     , 20___,
we hereby make the following Competitive Bid Quote on the following terms:



1. Quoting Lender:                                                             



2. Person to contact at Quoting Lender:                                         



3. Borrowing Date:                                                             


 


 









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4. We hereby offer to make Competitive Bid Loan(s) in the following maximum principal
amounts for the following Interest Period(s) and at the following rates:



	 	 	 	 	 
	Maximum Principal Amount1 	 	 	 	 
	$	 	Interest Period	 	Competitive Bid Margin






We understand and agree that the offer(s) set forth above, subject to the satisfaction of the
applicable conditions set forth in the Credit Agreement, irrevocably obligate(s) us to make the
Competitive Bid Loan(s) for which any offer(s) [is][are] accepted, in whole or in part.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 





	1	 	This Dollar amount shall be a minimum of $1,000,000 and an integral multiple of
$500,000 and may be greater than the Commitment of the Quoting Lender.




 


 









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EXHIBIT K




FORM OF NOTICE OF ACCEPTANCE OR

NON-ACCEPTANCE OF COMPETITIVE BID QUOTE(S)




[Date]




Bank of America, N.A., as Agent

Bank of America Plaza

901 Main Street

TX1-492-14-05

Dallas, Texas 75202-3714

Attention: Betty Canales (Fax: (214) 290-8377)




Ladies and Gentlemen:



Under §2.10 of the Second Amended and Restated Credit Agreement, dated as of August 31, 2010
(as amended, supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
(the “Borrower”), LIBERTY PROPERTY TRUST, a Maryland trust, BANK OF AMERICA, N.A. and the other
lending institutions which are or may become parties thereto from time to time (the “Lenders”), and
BANK OF AMERICA N.A., as administrative agent for itself and the other Lenders (the “Agent”), this
response is given with respect to the Competitive Bid Loan Quotes for Loans to be made on the
following Requested Borrowing Date: [_____ ___, 20_]




Liberty Property Limited Partnership hereby accepts the following Competitive Bid Quote(s):



	 	 	 	 	 	 	 	 	 
	 	 	Borrowing	 	Competitive Bid	 	 	 	Principal Amount
	Lender	 	Date	 	Margin	 	Interest Period	 	Accepted






Liberty Property Limited Partnership hereby rejects the following Competitive Bid
Quote(s):



	 	 	 	 	 	 	 	 	 
	 	 	Borrowing	 	Competitive	 	 	 	Principal Amount
	Lender	 	Date	 	Bid Margin	 	Interest Period	 	Accepted
	 
	 	 	 	 	 	 	 	 





 


 









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The accepted and rejected competitive Bid Quotes described above constitute all Competitive
Bid Quotes submitted by the Lenders in accordance with §2.10 of the Credit Agreement.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Liberty Property Limited Partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Liberty Property Trust, 
its
general partner
	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:





 


 









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EXHIBIT L




FORM OF JOINDER AGREEMENT




[Date]




Bank of America, N.A., as Agent

101 South Tyron Street, 15th Floor

NC1-002-15-36

Charlotte, North Carolina 28255

Attention: Kimberly D. Williams, Agency Management (Fax: (704) 409-0650)




Reference is made to the Second Amended and Restated Credit Agreement, dated as of August 31,
2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
(the “Borrower”), LIBERTY PROPERTY TRUST, a Maryland trust, BANK OF AMERICA, N.A. and the other
lending institutions which are or may become parties thereto from time to time (the “Lenders”), and
BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (the “Agent”).
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such
terms in the Credit Agreement.



Reference is further made to the Guaranty, dated as of August 31, 2010 by the Guarantors in
favor of the Agent and the Lenders (the “Guaranty”):



The undersigned,                     , a                      (“New Guarantor”) certifies that it is a
Related Company that is at least 85% owned by the Borrower. In order that Real Estate Assets owned
by the New Guarantor may be eligible to satisfy the requirements contained in the definitions of
Unencumbered Property in §1.1 of the Credit Agreement, and for other good and valuable
consideration, the New Guarantor hereby agrees to be bound as a Guarantor by all of the terms,
covenants and conditions set forth in the Credit Agreement and the Guaranty to the same extent that
it would have been bound if it had been a signatory to the Agreement and the Guaranty on the
Effective Date of the Credit Agreement. The New Guarantor hereby makes each of the representations
and warranties and agrees to each of the covenants applicable to the Guarantor contained in the
Credit Agreement. From and after the date hereof, all references in the Loan Documents to the
“Guarantors” shall for all purposes be deemed to include the undersigned.



The New Guarantor hereby waives presentment, demand, protest and notice of any kind in
connection with the delivery, acceptance, performance and enforcement of the Guaranty, and also
hereby assents to extensions of time of payment or forbearance or other indulgences without notice.



This Joinder Agreement and the obligations of the New Guarantor hereunder shall be governed
by, interpreted and construed in accordance with all of the same provisions applicable under the
Credit Agreement and the Guaranty including, without limitation, all definitions set forth in §1.1,
the rules of interpretation set forth in §1.2, the provisions relating to governing law set forth
in §20, the provisions relating to counterparts in §22 and the provision relating to
severability in §26. The New Guarantor acknowledges that it has waived its right to a jury trial
with respect to any action or claim arising out of this Joinder Agreement, the Credit Agreement and
the Guaranty.


 


 









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IN WITNESS WHEREOF, the New Guarantor has caused this Joinder Agreement to be executed and
delivered by its duly authorized officer as of the                                          day of                     , 20_.



	 	 	 	 	 
	 	[Name of New Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


 









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EXHIBIT M




FORM OF GUARANTY




Guaranty, dated as of August 31, 2010, by and among the undersigned and such other Persons
which may become party hereto from time to time by executing a joinder (in the form of Appendix 1
hereto) (each a “Guarantor” and collectively the “Guarantors”), in favor of each of the Lenders (as
defined herein) and Bank of America, N.A., as administrative agent (the “Agent”) for itself and for
the other financial institutions (the “Lenders”) which are or may become parties to the Second
Amended and Restated Credit Agreement, dated as of August 31, 2010, among Liberty Property Limited
Partnership, a Maryland limited partnership (the “Borrower”), Liberty Property Trust, the Agent,
and the Lenders (as amended, supplemented, amended and restated or otherwise modified from time to
time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Credit Agreement.



WHEREAS, the Borrower, the Agent, the Lenders and the other parties thereto have entered into
the Credit Agreement;



WHEREAS, the Borrower and each Guarantor are members of a group of related entities, the
success of each of which is dependent in part on the success of the other members of such group;



WHEREAS, each Guarantor expects to receive substantial direct and indirect benefits from the
extensions of credit to the Borrower by the Lenders pursuant to the Credit Agreement (which
benefits are hereby acknowledged);



WHEREAS, it is a condition precedent to the Agent’s and the Lenders’ willingness to extend,
and to continue to extend, credit to the Borrower under the Credit Agreement that each Guarantor
execute and deliver this Guaranty; and



WHEREAS, each Guarantor wishes to guaranty the Borrower’s obligations to the Lenders and the
Agent under and in respect of the Credit Agreement as herein provided.



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



1. Guaranty of Payment and Performance of Obligations. In consideration of the Lenders
extending credit or otherwise in their discretion giving time, financial or banking facilities or
accommodations to the Borrower, each Guarantor hereby jointly and severally, absolutely,
irrevocably and unconditionally guarantees to the Agent and each Lender that the Borrower will duly
and punctually pay or perform, at the place specified therefor, or if no place is specified, at the
Agent’s Head Office, (i) all indebtedness, obligations and liabilities of the Borrower to any of
the Lenders and the Agent, individually or collectively, under the Credit Agreement or any of the
other Loan Documents or in respect of any of the Loans or the Notes or other instruments at


 


 









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any
time evidencing any thereof, whether existing on the date of the Credit Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or
several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by
contract, operation of law or otherwise, and whether recovery upon such indebtedness and
liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim
under any proceeding or case commenced by or against such Guarantor or the Borrower under the
Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the
commencement by or against the Borrower of any proceeding under any Debtor Relief Laws; and (ii)
without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Agent
or the Lenders in attempting to collect or enforce any of the foregoing, accrued in each case to
the date of payment hereunder (collectively the “Obligations” and individually an “Obligation”).
This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual
payment and performance by the Borrower of the Obligations and not of their collectibility only,
and is in no way conditioned upon any requirement that any Lender or the Agent first attempt to
collect any of the Obligations from the Borrower or resort to any security or other means of
obtaining payment of any of the Obligations which any Lender or the Agent now has or may acquire
after the date hereof or upon any other contingency whatsoever. Upon any Event of Default which is
continuing by the Borrower in the full and punctual payment and performance of the Obligations, the
liabilities and obligations of each Guarantor hereunder shall, at the option of the Agent, become
forthwith due and payable to the Agent and to the Lender or Lenders owed the same without demand or
notice of any nature, all of which are expressly waived by each Guarantor, except for notices
required to be given to the Borrower under the Loan Documents. The Lender’s books and records
showing the amount of the Obligations shall be admissible in evidence in any action or proceeding,
and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount
of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity
or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or
by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral
therefor, or by any fact or circumstance relating to the Obligations which might otherwise
constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor
hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to
any or all of the foregoing. Payments by the Guarantors hereunder may be required by any Lender or
the Agent on any number of occasions.



2. Guarantor’s Further Agreements to Pay. Each Guarantor further jointly and severally
agrees, as the principal obligor and not as a guarantor only, to pay to each Lender and the Agent
forthwith upon demand, in funds immediately available to such Lender or the Agent, all costs and
expenses (including court costs and legal fees and expenses) incurred or expended by the Agent or
such Lender in connection with this Guaranty and the enforcement hereof, together with interest on
amounts recoverable under this Guaranty from the time after such amounts become due at the default
rate of interest set forth in the Credit Agreement; provided that if such interest exceeds the
maximum amount permitted to be paid under applicable law, then such interest shall be reduced to
such maximum permitted amount.


 


 









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3. Payments. Each Guarantor jointly and severally covenants and agrees that the Obligations
will be paid strictly in accordance with their respective terms regardless of any law, regulation
or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights
of the Agent or any Lender with respect thereto. Without limiting the generality of the foregoing,
each Guarantor’s obligations hereunder with respect to any Obligation shall not be discharged by a
payment in a currency other than the currency in which the Obligation is denominated (the
“Obligation Currency”) or at a place other than the place specified for the payment of the
Obligation, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on
conversion to the Obligation Currency and transferred to the Agent’s Head Office, under normal
banking procedures does not yield the amount of Obligation Currency due thereunder.



4. Taxes. All payments hereunder shall be made without any counterclaim or set-off, free and
clear of, and without reduction by reason of, any taxes, levies, imposts, charges and withholdings,
restrictions or conditions of any nature (“Taxes”), which are now or may hereafter be imposed,
levied or assessed by the United States or any political subdivision or taxing authority thereof
(or any non-United States jurisdiction in which there is Real Estate) on payments hereunder, all of
which will be for the account of and paid by the Guarantors. If for any reason, any such reduction
is made or any Taxes are paid by the Agent or any Lender (except for taxes on income or profits of
such Agent or Lender), each Guarantor jointly and severally agrees to pay to the Agent or such
Lender such additional amounts as may be necessary to ensure that the Agent or such Lender receives
the same net amount which it would have received had no reduction been made or Taxes paid. Each
Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or
other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The
obligations of the Guarantors under this paragraph shall survive the payment in full of the
Obligations and termination of this Guaranty.



5. Liability of each Guarantor. The Agent and each Lender have and shall have the absolute
right to enforce the liability of each Guarantor hereunder without resort to any other right or
remedy including any right or remedy under any other guaranty or against any other Guarantor, and
the release or discharge of any Guarantor or other guarantor of any Obligations shall not affect
the continuing liability of each Guarantor hereunder that has not been released or discharged.



It is the intention and agreement of each Guarantor, the Agent and the Lenders that the
obligations of each Guarantor under this Guaranty shall be joint and several and valid and
enforceable against each Guarantor to the maximum extent permitted by applicable law. Accordingly,
if any provision of this Guaranty creating any obligation of any Guarantor in favor of the Agent
and the Lenders shall be declared to be invalid or unenforceable in any respect or to any extent,
it is the stated intention and agreement of the Guarantors, the Agent and the Lenders that any
balance of the obligation created by such provision and all other obligations of each of the other
Guarantors to the Agent and the Lenders created by other provisions of this Guaranty shall remain
valid and enforceable. Likewise, if by final order a court of competent jurisdiction shall declare
any sums which the Agent or the Lenders may be otherwise entitled to collect from any Guarantor
under this Guaranty to be in excess of those permitted under any law (including any federal or
state fraudulent conveyance or like statute or rule of law) applicable to such Guarantor’s
obligations under this Guaranty, it is the stated intention and agreement of the Guarantors, the
Agent and the Lenders that all sums not in excess of those permitted under such applicable law
shall remain fully collectible by the Agent and the Lenders from each of the other Guarantors,
jointly and severally.


 


 









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6. Representations and Warranties; Covenants. (a) Each Guarantor hereby makes and confirms
the representations and warranties made on its behalf by the Borrower pursuant to §6 of the Credit
Agreement, as if such representations and warranties were set forth herein. Each Guarantor hereby
agrees to perform the covenants set forth in §§7 and 8 of the Credit Agreement (to the extent such
covenants expressly apply to the Guarantor) as if such covenants were set forth herein. Each
Guarantor acknowledges that it is, on a collective basis with the Borrower and all other
“Guarantors” (as defined in the Credit Agreement), bound by the covenants set forth in §9 of the
Credit Agreement. Each Guarantor hereby confirms that it shall be bound by all acts or omissions of
the Borrower pursuant to the Credit Agreement.



(b) Each Guarantor is a limited liability company, limited partnership, corporation, or other
legal entity, as applicable, duly formed or organized, validly existing and in good standing under
the laws of the state of its formation or organization and each other state in which its business
necessitates it to foreign qualify; each Guarantor has all requisite limited liability company,
limited partnership, corporate or other legal entity power, as applicable, to own its respective
properties and conduct its respective business as now conducted and as presently contemplated; and
such Guarantor is in good standing as a foreign entity and is duly authorized to do business in the
jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it
are located and in each other jurisdiction where such qualification is necessary except where a
failure to be so qualified in such other jurisdiction would not have a materially adverse effect on
any of its businesses, assets or financial condition. The execution, delivery and performance of
this Guaranty and the transactions contemplated hereby (i) are within the authority of such
Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of such
Guarantor and any member, manager, or other controlling Person thereof, (iii) do not conflict with
or result in any breach or contravention of any provision of law, statute, rule or regulation to
which such Guarantor is subject or any judgment, order, writ, injunction, license or permit
applicable to such Guarantor, (iv) do not conflict with any provision of the Certificate of
Organization or Formation, the limited liability company agreement, articles of incorporation,
bylaws, or other authority documents of such Guarantor or the authority documents of any
controlling Person thereof, and (v) do not contravene any provisions of, or constitute a default,
Default or Event of Default hereunder or a failure to comply with any term, condition or provision
of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking
binding upon or applicable to such Guarantor or any of such Guarantor’s properties (except for any
such failure to comply under any such other agreement, instrument, judgment, order, decree, permit,
license, or undertaking as would not materially and adversely affect the condition (financial or
otherwise), properties, business or results of operations of such Guarantor) or result in the
creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the
properties or assets of such Guarantor.



(c) The Guaranty has been duly executed and delivered and constitutes the legal, valid and
binding obligations of each Guarantor, subject only to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting generally
the enforcement of creditors’ rights and general equitable principles.


 


 









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(d) The execution, delivery and performance by each Guarantor of this Guaranty and the
transactions contemplated hereby do not require (i) the approval or consent of any governmental
agency or authority other than those already obtained, or (ii) filing with any governmental agency
or authority, other than filings which will be made with the SEC when and as required by law.



7. Effectiveness. The obligations of each Guarantor under this Guaranty shall continue in
full force and effect and shall remain in operation until all of the Obligations shall have been
paid in full or otherwise fully satisfied, and continue to be effective or be reinstated, as the
case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or
must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of the
Borrower, or otherwise, as though such payment had not been made or other satisfaction occurred. No
invalidity, irregularity or unenforceability of the Obligations by reason of applicable bankruptcy
laws or any other similar law, or by reason of any law or order of any government or agency thereof
purporting to reduce, amend or otherwise affect the Obligations, shall impair, affect, be a defense
to or claim against the obligations of any Guarantor under this Guaranty.



8. Freedom of Lender to Deal with Borrower and Other Parties. The Agent and each Lender shall
be at liberty, without giving notice to or obtaining the assent of any Guarantor and without
relieving any Guarantor of any liability hereunder, to deal with the Borrower and with each other
party who now is or after the date hereof becomes liable in any manner for any of the Obligations,
in such manner as the Agent or such Lender in its sole discretion deems fit, and to this end each
Guarantor gives to the Agent and each Lender full authority in its sole discretion to do any or all
of the following things: (a) extend credit, make loans and afford other financial accommodations to
the Borrower at such times, in such amounts and on such terms as the Agent or such Lender may
approve, (b) vary the terms and grant extensions of any present or future indebtedness or
obligation of the Borrower or of any other party to the Agent or such Lender, (c) grant time,
waivers and other indulgences in respect thereto, (d) vary, exchange, release or discharge, wholly
or partially, or delay in or abstain from perfecting and enforcing any security or guaranty or
other means of obtaining payment of any of the Obligations which the Agent or any Lender now has or
may acquire after the date hereof, (e) accept partial payments from the Borrower or any such other
party, (f) release or discharge, wholly or partially, any endorser or guarantor, and (g) compromise
or make any settlement or other arrangement with the Borrower or any such other party.



9. Unenforceability of Obligations Against Borrower; Invalidity of Security or Other
Guaranties. If for any reason the Borrower has no legal existence or are under no legal
obligation to discharge any of the Obligations undertaken or purported to be undertaken by it or on
its behalf, or if any of the moneys included in the Obligations have become irrecoverable from the
Borrower by operation of law or for any other reason, this Guaranty shall nevertheless be binding
on each Guarantor to the same extent as if such Guarantor at all times had been the principal
debtor on all such Obligations. This Guaranty shall be in addition to any other guaranty or other
security for the Obligations, and it shall not be prejudiced or rendered unenforceable by the
invalidity of any such other guaranty or security.


 


 









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10. Waivers by Guarantor. Each Guarantor waives (a) any defense arising by reason of any
disability or other defense of the Borrower or any other guarantor, or the cessation from any cause
whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any
defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than
those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s
liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed
against or exhaust any security for the Indebtedness, or pursue any other remedy in the Lender ‘s
power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter
held by the Lender; and (f) to the fullest extent permitted by law, any and all other defenses or
benefits that may be derived from or afforded by applicable law limiting the liability of or
exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims
and all presentments, demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or demands of any kind or
nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty
or of the existence, creation or incurrence of new or additional Obligations.



11. Restriction on Subrogation and Contribution Rights. Notwithstanding any other provision to
the contrary contained herein or provided by applicable law, unless and until all of the
Obligations have been indefeasibly paid in full in cash and satisfied in full, each Guarantor
hereby irrevocably defers and agrees not to enforce any and all rights it may have at any time
(whether arising directly or indirectly, by operation of law or by contract) to assert any claim
against the Borrower on account of payments made under this Guaranty, including, without
limitation, any and all rights of or claim for subrogation, contribution, reimbursement,
exoneration and indemnity, and further waives any benefit of and any right to participate in any
collateral which may be held by the Agent or any Lender or any affiliate of the Agent or any
Lender. In addition, each Guarantor will not claim any set-off or counterclaim against the
Borrower in respect of any liability it may have to the Borrower unless and until all of the
Obligations have been indefeasibly paid in full in cash and satisfied in full.



Subject to the foregoing and the indefeasible performance and payment in full of the
Obligations, each Guarantor acknowledges that all other “Guarantors” shall have contribution rights
against such Guarantor in accordance with applicable law and in accordance with each such Person’s
benefits received under the Credit Agreement and the Loans.



12. Subordination. Each Guarantor hereby subordinates the payment of all obligations and
indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising,
including but not limited to any obligation of the Borrower to such Guarantor as subrogee of the
Lender or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible
payment in full in cash of all Obligations. If the Lender so requests, any such obligation or
indebtedness of the Borrower to such Guarantor shall be enforced and performance received by such
Guarantor as trustee for the Lender and the proceeds thereof shall be paid over to the Lender on
account of the Obligations, but without reducing or affecting in any manner the liability of such
Guarantor under this Guaranty.


 


 









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13. Setoff. If and to the extent any payment is not made when due hereunder, the Lender may
setoff and charge from time to time and amount so due against any or all of the Guarantors’
accounts or deposits with the Lender.



14. Stay of Acceleration. In the event that acceleration of the time for payment of any of the
Obligations is stayed, in connection with any case commenced by or against any Guarantor or the
Borrower by reason of applicable bankruptcy laws or any other similar law, or otherwise, all such
amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Lender.



15. Demands. Any demand on or notice made or required to be given pursuant to this Guaranty
shall be in writing and shall be delivered in hand, mailed by United States registered or certified
first class mail, postage prepaid, return receipt requested, sent by overnight courier, or sent by
telegraph, telecopy, telefax or telex and confirmed by delivery via courier or postal service,
addressed as follows:




(a) if to the Guarantors, at:




Liberty Property Trust 
500 Chesterfield
Parkway, 
Malvern, PA 19355 
Attention:
Chief Financial Officer




or at such other address for notice as the Guarantors shall last have furnished in
writing to the Agent with a copy to:



Cozen O’Connor 
1900 Market
Street 
Philadelphia, PA
19103

Attention: Michael Sherman, Esq.




or at such other address for notice as the Guarantors shall last have furnished in
writing to the Agent; and




(b) if to the Agent, at




Bank of America, N.A.

101 South Tyron Street 15th Floor

NC1-002-15-36 
Charlotte, North Carolina
28255

Attention: Kimberly D. Williams, Agency Management
 Fax: (704)
409-0650)


 


 









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or at such other address for notice as the Agent shall last have furnished in
writing to the Guarantors; and



Bingham McCutchen, LLP, 
One Federal Street

Boston, Massachusetts 02110-1726

Attention: Stephen M. Miklus, Esq.




or at such other address for notice as the Agent shall last have furnished in
writing to the Guarantors; and




(c) if to any Lender, at such Lender’s address as set forth in Schedule 1.2 to the
Credit Agreement or as shall have last been furnished in writing to the Person
giving the notice.



Any such notice or demand shall be deemed to have been duly given or made and to have become
effective (i) if delivered by hand, overnight courier or facsimile to the party to which it is
directed, at the time of the receipt thereof by such party or the sending of such facsimile or (ii)
if sent by registered or certified first-class mail, postage prepaid, return receipt requested, on
the fifth Business Day following the mailing thereof.



16. Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole
responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor
such information concerning the financial condition, business and operations of the Borrower and
any other guarantor as such Guarantor requires, and that the Lender has no duty, and such Guarantor
is not relying on the Lender at any time, to disclose to such Guarantor any information relating to
the business, operations or financial condition of the Borrower or any other guarantor (the
guarantor waiving any duty on the part of the Lender to disclose such information and any defense
relating to the failure to provide the same).



17. Indemnification and Survival. Without limitation on any other obligations of the
Guarantors or remedies of the Lender under this Guaranty, each Guarantor shall jointly and
severally, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the
Lender from and against, and shall pay on demand, any and all damages, losses, liabilities and
expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of
internal legal counsel) that may be suffered or incurred by the Lender in connection with or as a
result of any failure of any Obligations to be the legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their terms. The obligations of the
Guarantors under this paragraph shall survive the payment in full of the Obligations and
termination of this Guaranty.



18. Expenses. The Guarantors agree to pay on demand all out-of-pocket expenses (including
attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) in
any way relating to the enforcement or protection of the Lender’s rights under this Guaranty or in
respect of the Obligations, including any incurred during any “workout” or restructuring in respect
of the Obligations and any incurred in the preservation, protection or enforcement of any rights of
the Lender in any proceeding relating to applicable bankruptcy laws or any other similar law, or
otherwise. The obligations of the Guarantors under this paragraph shall survive the payment in full
of the Obligations and termination of this Guaranty.


 


 









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19. Amendments, Waivers, Etc. No provision of this Guaranty can be changed, waived,
discharged or terminated except by an instrument in writing signed by the Agent and the Guarantors
expressly referring to the provision of this Guaranty to which such instrument relates; and no such
waiver shall extend to, affect or impair any right with respect to any Obligation which is not
expressly dealt with therein. No course of dealing or delay or omission on the part of the Agent or
the Lenders or any of them in exercising any right shall operate as a waiver thereof or otherwise
be prejudicial thereto.



20. Further Assurances. Each Guarantor at its sole cost and expense agrees to do all such
things and execute, acknowledge and deliver all such documents and instruments as the Agent from
time to time may reasonably request in order to give full effect to this Guaranty and to perfect
and preserve the rights and powers of the Agent and the Lenders hereunder.



21. Miscellaneous Provisions. This Guaranty is intended to take effect as a sealed instrument
to be governed by and construed in accordance with the laws of the State of New York and shall
inure to the benefit of the Agent, each Lender and its respective successors in title and assigns
permitted under the Credit Agreement, and shall be binding on each Guarantor and each Guarantor’s
successors in title, assigns and legal representatives. The rights and remedies herein provided are
cumulative and not exclusive of any remedies provided by law or any other agreement. The invalidity
or unenforceability of any one or more sections of this Guaranty shall not affect the validity or
enforceability of its remaining provisions. Captions are for ease of reference only and shall not
affect the meaning of the relevant provisions. The meanings of all defined terms used in this
Guaranty shall be equally applicable to the singular and plural forms of the terms defined.



23. GOVERNING LAW; Assignment; Jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Guaranty shall (a) bind the
Guarantors and the Guarantors’ successors and assigns, provided that the Guarantors may not assign
their rights or obligations under this Guaranty without the prior written consent of the Lender
(and any attempted assignment without such consent shall be void), and (b) inure to the benefit of
the Lender and its successors and assigns and the Lender may, without notice to the Guarantors and
without affecting the Guarantors’ obligations hereunder, assign, sell or grant participations in
the Obligations and this Guaranty, in whole or in part. Each Guarantor hereby irrevocably (i)
submits to the non exclusive jurisdiction of the courts of the State of New York sitting in New
York County and of the United States District Court of the Southern District of New York, and nay
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an
inconvenient forum in connection therewith. Service of process by the Lender in connection with
such action or proceeding shall be binding on a Guarantor if sent to such Guarantor by registered
or certified mail at the address specified above or such other address as from time to time
notified by such Guarantor. The Guarantors agree that the Lender may disclose to any assignee of
or participant in, or any prospective assignee of or participant in, any of its rights or
obligations of all or part of the Obligations any and all information in the Lender’s possession
concerning the Guarantors, this Guaranty and any security for this Guaranty.


 


 









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24. WAIVER OF JURY TRIAL. EXCEPT TO THE EXTENT SUCH WAIVER IS EXPRESSLY PROHIBITED BY LAW,
EACH GUARANTOR HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY JURISDICTION AND IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, THE OBLIGATIONS, OR ANY INSTRUMENT
OR DOCUMENT DELIVERED PURSUANT HERETO OR THERETO OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING,
AMONG THE GUARANTORS, THE BORROWER, THE AGENT AND/OR THE LENDERS. THIS WAIVER OF JURY TRIAL SHALL
BE EFFECTIVE FOR EACH AND EVERY DOCUMENT EXECUTED BY THE GUARANTORS, THE AGENT OR THE LENDERS AND
DELIVERED TO THE AGENT OR THE LENDERS, AS THE CASE MAY BE, WHETHER OR NOT SUCH DOCUMENTS SHALL
CONTAIN SUCH A WAIVER OF JURY TRIAL. EACH GUARANTOR CONFIRMS THAT THE FOREGOING WAIVERS ARE
INFORMED AND FREELY MADE.



IN WITNESS WHEREOF, each Guarantor has executed and delivered this Guaranty as of the date
first above written.



	 	 	 	 	 
	 	GUARANTOR

 	 
	 	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


 









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EXHIBIT N




FORM OF DESIGNATED BANK NOTE




[Date]




$                    




FOR VALUE RECEIVED, the undersigned Liberty Property Limited Partnership, a Pennsylvania
limited partnership (the “Borrower”), hereby promises to pay to the order of                                         
(the “Designated Bank”) at the Agent’s Head Office (as defined in the Credit Agreement defined
below):




(a) prior to or on the Maturity Date (as defined in the Credit Agreement referred to
below) the principal sum of                                          Dollars ($                    ) or, if less,
the aggregate unpaid principal amount of Competitive Bid Loans advanced by the Designated
Bank to the Borrower pursuant to the Second Amended and Restated Credit Agreement dated as
of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among the Borrower, Bank of America, N.A., as Agent,
and other parties thereto; and




(b) interest on the principal balance hereof from time to time outstanding at the
times and at the rates provided in the Credit Agreement.



Payments of both principal and interest are to be made in the currency in which such Loans
were made and as specified in the Credit Agreement in same day funds to the account designated by
the Agent pursuant to the Credit Agreement.



This Designated Bank Note evidences borrowings under and has been issued by the Borrower in
accordance with the terms of the Credit Agreement. The Designated Bank and any holder hereof
pursuant to the Credit Agreement or by operation of law is entitled to the benefits of the Credit
Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided for thereby or
otherwise available in respect thereof, all in accordance with the respective terms thereof. All
capitalized terms used in this Designated Bank Note and not otherwise defined herein shall have the
same meanings herein as in the Credit Agreement.



The Borrower irrevocably authorizes the Designated Bank to make or cause to be made, at the
time of receipt of any payment of principal of this Designated Bank Note, an appropriate notation
on the grid attached to this Designated Bank Note, or the continuation of such grid, or any other
similar record, including computer records, reflecting the making of such Competitive Bid Loan or
the receipt of such payment. The outstanding amount of the Competitive Bid Loan set forth on the
grid attached to this Designated Bank Note, or the continuation of such grid, or any other similar
record, including computer records, maintained by the Designated Bank with respect to any
Competitive Bid Loans shall be prima facie evidence of the principal amount thereof owing and
unpaid to the Designated Bank, but the failure to record, or any error in so recording, any such
amount on any such grid, continuation or other record shall not limit or otherwise affect the
obligation of the Borrower hereunder or under the Credit Agreement to make payments of principal of
and interest on this Designated Bank Note when due to the extent of the unpaid principal and
interest amount as of any date of determination.


 


 









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The Borrower has the right in certain circumstances and the obligation under certain other
circumstances to prepay the whole or part of the principal of this Designated Bank Note on the
terms and conditions specified in the Credit Agreement.



If any one or more of the Events of Default shall occur, the entire unpaid principal amount of
this Designated Bank Note and all of the unpaid interest accrued thereon may become or be declared
due and payable in the manner and with the effect provided in the Credit Agreement.



No delay or omission on the part of the Designated Bank or any holder hereof in exercising any
right hereunder shall operate as a waiver of such right or of any other rights of the Designated
Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or
waiver of the same or any other right on any further occasion.



The Borrower and every endorser and guarantor of this Designated Bank Note or the obligation
represented hereby waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Designated
Bank Note, and assents to any extension or postponement of the time of payment or any other
indulgence, to any substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.



THIS DESIGNATED BANK NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT WOULD REQUIRE APPLICATION OF
SUBSTANTIVE LAWS OF ANOTHER JURISDICTION). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS DESIGNATED BANK NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL
COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED
IN §19 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.


 


 









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IN WITNESS WHEREOF, the undersigned has caused this Designated Bank Note to be signed in its
partnership name by its duly authorized officer as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 
	 	 	By:	 	LIBERTY PROPERTY TRUST, 
its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:





 


 









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Date

	 	
Amount

of Loan
	 	Amount of 

Principal Paid 

or Prepaid
	 	Balance of 

Principal 

Unpaid
	 	
Notation

Made By:






	 
	 






 


 









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EXHIBIT O




FORM OF DESIGNATION AGREEMENT




[Date]




Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of
August 31, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to
time, the “Credit Agreement”), among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited
partnership (the “Borrower”), LIBERTY PROPERTY TRUST, a Maryland Trust, BANK OF AMERICA, N.A. and
the other lending institutions which are or may become parties thereto from time to time (the
“Lenders”), and BANK OF AMERICA, N.A., as Agent for itself and the other Lenders (the “Agent”).
Terms used but not otherwise defined herein shall have the meanings given to them in the Credit
Agreement.




[NAME OF DESIGNOR] (the “Designor”) and [NAME OF DESIGNEE] (the “Designee”) agree as follows:



1. The Designor hereby designates the Designee, and the Designee hereby accepts such
designation, to have a right to make Competitive Bid Loans on behalf of the Designor, pursuant to
§2.10 of the Credit Agreement. Any assignment by Designor to Designee of its rights to make a
Competitive Bid Loan pursuant to §18(h) of the Credit Agreement shall be effective as of the
effective date specified in this Designation Agreement.



2. Except as set forth in §7 below (solely with respect to the Designor), none of the
Designor, any other Lender or the Agent makes any representation or warranty or assumes any
responsibility pursuant to this Designation Agreement with respect to (a) any statements,
warranties or representations made in or in connection with any Loan Document or any other
instrument or document furnished pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument and
document furnished pursuant thereto or (b) the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under any Loan Document or any
other instrument or document furnished pursuant thereto.



3. The Designee (a) confirms that it has received a copy of each Loan Document, together with
copies of the financial statements referred to in the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Designation Agreement; (b) agrees that it will independently and without reliance upon the
Agent, the Arranger, the L/C Issuer, the Swingline Lender, any other agent named in the Credit
Agreement, the Designor or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under any Loan Document; (c) confirms that it is a Designated Bank; (d) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise such powers and
discretion under any Loan Document as are delegated to the Agent by the terms thereof, together
with such powers and discretion as are reasonably incidental thereto; and (e) agrees to be bound by
each and every provision of each Loan Document and further agrees that it will perform in
accordance with their terms all of the obligations which by the terms of any Loan Document are
required to be performed by it as a Designated Bank, including any and all obligations set forth in
§18(h) of the Credit Agreement.


 


 









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4. The Designee hereby appoints Designor as Designee’s agent and attorney in fact, and grants
to Designor an irrevocable power of attorney, to receive payments made for the benefit of Designee
under the Credit Agreement, to deliver and receive all communications and notices under the Credit
Agreement and other Loan Documents and to exercise on Designee’s behalf all rights to vote and to
grant and make approvals, waivers, consents or amendments to or under the Credit Agreement or other
Loan Documents. Any document executed by the Designor on the Designee’s behalf in connection with
the Credit Agreement or other Loan Documents shall be binding on the Designee to the same extent as
if actually signed by the Designee. The Borrower, the Agent and each of the other Lenders may rely
on and are third-party beneficiaries of the preceding provisions entitled to directly enforce the
same.



5. Following the execution of this Designation Agreement by the Designor and Designee, it will
be delivered to the Agent for acceptance and recording by the Agent. The effective date for this
Designation Agreement (the “Effective Date”) shall be the date of acceptance hereof by the Agent,
unless otherwise specified on the signature page hereto.



6. The Designor unconditionally agrees to pay or reimburse the Designee for, and save the
Designee harmless against, all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed or asserted by any of the parties to the Loan Documents against the Designee, in its
capacity as such, in any way relating to or arising out of this Designation Agreement or any other
Loan Documents or any action taken or omitted by the Designee hereunder or thereunder.



7. Upon such acceptance and recording by the Agent, as of the Effective Date, the Designee
shall be a party to the Credit Agreement with a right to make Competitive Bid Loans as a Lender
pursuant to §2.10 of the Credit Agreement and the rights and obligations of a Lender related
thereto; provided, however, that the Designee shall not be required to make payments with respect
to such obligations except to the extent of excess cash flow of the Designee which is not otherwise
required to repay obligations of the Designee which are then due and payable. Notwithstanding the
foregoing, the Designor, as agent for the Designee, shall be and remain obligated to the Borrower,
the Agent, and the other Lenders for each and every of the obligations of the Designee and the
Designor with respect to the Credit Agreement and any sums otherwise payable to the Borrower by the
Designee.



8. This Designation Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York (excluding the laws applicable to conflicts or choice of law to the extent
that would require application of substantive laws of another jurisdiction).


 


 









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9. This Designation Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Designation Agreement by facsimile transmission
shall be effective as delivery of a manually executed counterpart of this Designation Agreement.



IN WITNESS WHEREOF, the Designor and the Designee, intending to be legally bound, have caused
this Designation Agreement to be executed by their officers thereunto duly authorized as of the
date first above written.



	 	 	 	 	 
	Effective Date:	 ____________  ______, 201_____ 	 
	 
	 	[NAME OF DESIGNOR], as 
Designor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF DESIGNEE], as 
Designee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Eurocurrency Lending Office (and address for notices):
	 
	 
	 	[ADDRESS]	 








Accepted this
 _____ 
day

of                     , 201_____ 





	 	 	 	 	 
	BANK OF AMERICA, N.A., 
as Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 





 


 









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EXHIBIT P




FORM OF ADMINISTRATIVE QUESTIONNAIRE




[Attached]