Exhibit 10.20


 


Connecticut
General Life Insurance Company

Loan No.                 

Master Loan Agreement


 


MASTER LOAN AGREEMENT


 


THIS MASTER LOAN AGREEMENT
(the “Loan Agreement”) is executed and delivered as of July 9, 2010
by and between STAG GI INVESTMENTS HOLDINGS,
LLC, a Delaware limited liability company (“Prime Borrower”
and, together with the Site Borrowers, as defined below, collectively and
individually referred to as the “Borrower” or “Borrowers”); and CONNECTICUT GENERAL LIFE INSURANCE COMPANY,
a Connecticut corporation (together with its successors, affiliates, nominees,
subsidiaries, investors, participants and assignees, “Lender”).


 


Recitals


 


A.            Lender and STAG
Capital Partners, LLC, a Delaware limited liability company (“STAG Capital”),
are parties to a Letter of Intent dated April 13, 2010 (the “Commitment”),
pursuant to which, inter alia,
Lender will make a mortgage loan to Prime Borrower and Site Borrowers in the
maximum aggregate original principal amount of Sixty-Three Million and No/100 Dollars
($63,000,000) (the “Loan” or the “Portfolio Loan”).


 


B.            Prime Borrower
is wholly owned by STAG GI Investments, LLC, a Delaware limited liability
company (“STAG GI Investments”). 
Prime Borrower intends to own all of the membership interests in one or
more special purposes entities (each, a “Site Borrower” and,
collectively, the “Site Borrowers”) created to acquire various parcels
of real property and all improvements thereon and all rights and appurtenances
thereto (each a “Site” and, collectively, the “Portfolio Properties”).


 


C.            The Portfolio
Loan will be evidenced and secured by (i) one or more promissory notes by
Prime Borrower and one or more Site Borrowers (as the same may be amended,
modified, substituted or supplemented from time to time, collectively and
individually referred to as the “Notes” or the “Portfolio Notes”),
(ii) a mortgage, deed of trust, or indemnity deed of trust, assignment of
leases, rents and contracts, security agreement and fixture filing that
encumbers a Site (one from the applicable Site Borrower for each Site, each, a “Portfolio
Mortgage” and collectively, the “Portfolio Mortgages,” as the same
may be amended, modified, substituted or supplemented from time to time) and
other items of collateral, and (iii) such other security agreements, loan
agreements, disbursement agreements, supplemental agreements, environmental
indemnity agreements, guaranties, assignments (both present and collateral) and
other instruments of indebtedness or security, including, without limitation,
those set forth on Exhibit B
hereto (including the Notes, the Portfolio Mortgages and this Loan Agreement,
as the same may be amended, modified, substituted or supplemented from time to
time, the “Loan Documents”).  All
indebtedness and obligations hereunder and under the other Loan Documents are
collectively referred to as the “Indebtedness.”


 

















 


D.            Lender and
Borrowers are entering into this Loan Agreement to reflect the agreements of
Lender and Borrowers regarding the terms of the Loan.


 


Agreements


 


NOW
THEREFORE, for and in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and Borrowers, jointly and severally, hereby agree as
follows:


 


1.             Incorporation of
Recitals; Defined Terms.  The
recitals are hereby incorporated into this Agreement.  Initially capitalized terms used but not
otherwise defined in this Loan Agreement have the same meanings given them in
the Loan Documents.


 


2.             Initial Advance
and Additional Advances.


 


2.1          Initial Advance.


 


(a)           Subject to
fulfilling the requirements of this Loan Agreement, Lender has agreed to
advance to Prime Borrower and one or more to-be-determined Site Borrowers (the “Initial
Site Borrower(s)”), and Prime Borrower has agreed to accept, and shall
cause the Initial Site Borrower(s) to accept, an initial advance of the
Loan proceeds in the original principal amount equal to sixty-two and one-half
percent (62.5%) of (i) the gross purchase price of the Sites to be
purchased by the Initial Site Borrower(s) (the “Initial Site(s)”),
to be set forth on Exhibit H
hereto, plus (ii) all amounts due to Lender or its attorneys or Affiliates
(as defined below) with respect to the closing and funding of the initial
advance of the Loan, plus (iii) the fees payable to STAG Capital or STAG
Capital Partners III, LLC (“STAG III”) or their respective
Affiliates or successors in connection with the acquisition of the Initial Site(s) in
accordance with the Limited Liability Company Operating Agreement of STAG GI
Investments dated as of July 6, 2010, plus (iv) the fees payable to
Holiday, Fenoglio, Fowler, L.P. in connection with the initial advance of the
Loan, plus (v) all other reasonable third party costs incurred in
connection with the underwriting and acquisition of the Initial Site(s) including,
without limitation, for the Title Commitment, Title Policy and Survey (as those
terms are defined below) expenses, brokerage fees, recording fees and transfer
taxes, mortgage recording fees, legal fees and disbursements, the cost of
obtaining the Zoning Materials and Environmental and Engineering Reports, and
the cost of the Searches, Tenant Bankruptcy Searches (as those terms are
defined below) and similar searches and reports (the “Initial Advance”).  Borrower and Lender shall update Exhibit H simultaneously with
the acquisition of the Initial Site(s) in accordance with the terms of
this Loan Agreement.


 


As
used in this Loan Agreement, “Affiliate(s)” means a person or an entity
that controls, is controlled by, or is under common control with the person or
entity with respect to which the determination is to be made, and the terms “control,”
“controls,” and “under common control with,” mean the direct or indirect power
to direct or cause the direction of the management and policies of the company,
partnership, limited liability company, trust or entity with respect to which
the determination is to be made, whether through the ownership of voting
securities, by contract or otherwise.


 


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(b)           Prime Borrower
may seek to obtain the Initial Advance hereunder by identifying the Initial
Site(s) to secure the Loan.  Prime
Borrower shall deliver to Lender preliminary underwriting materials in support
thereof (the “Preliminary Underwriting Materials”).  Lender shall have the right to review,
underwrite, accept or reject any proposed Initial Site(s) and the Initial
Advance, in accordance with its then current underwriting standards, which will
be applied in Lender’s sole and absolute discretion, including Lender’s right
to review such proposed Initial Site(s) and Initial Advance in accordance
with Lender’s customary application and approval process.  Without limiting the generality of the
foregoing, the Preliminary Underwriting Materials shall contain the items
identified in Section 2.1(c)(i) below, together with a “Transaction
Summary,” describing the primary salient features of the Initial Site(s) and
the Initial Advance.  Prime Borrower
shall reimburse Lender for all actual costs and expenses incurred in connection
with the proposed Initial Site(s) and the Initial Advance, whether or not
the Initial Advance is ever made, including, without limitation, consultant’s
fees for the Environmental and Engineering Reports, the costs of the Title
Commitments and Surveys and legal fees of in-house and outside counsel.


 


Lender shall notify Prime
Borrower in writing within fourteen (14) days following receipt of the
Preliminary Underwriting Materials whether or not the Initial Site(s), or any
of them, and Initial Advance are approved. 
In all events, as of the Initial Advance (a) the loan-to-value
ratio of the Initial Site(s) as reasonably determined by Lender must be
less than or equal to sixty-two and one-half percent (62.5%), (b) the Debt
Coverage Ratio (as defined below) for each Initial Site must be at least 1.50
times, (c) each Initial Site must be an industrial property, primarily
used for warehouse/distribution, manufacturing and flex/R&D purposes, (d) each
Initial Site must be located in a primary or secondary market, as reasonably
determined by Lender, and (e) each Initial Site must be a Class A or Class B
property, as reasonably determined by Lender.


 


If
approved by Lender as provided above, Lender shall notify Prime Borrower in
writing of its agreement regarding the Initial Site(s) and Initial
Advance, whereupon Lender shall be obligated to make the Initial Advance
pursuant to this Loan Agreement so long as the requirements of Section 2.1(c) below
are satisfied.


 


(c)           Prior to making
the Initial Advance, and as a condition of Borrower’s right to receive any Loan
proceeds as contemplated by this Agreement, the following conditions shall be
satisfied to Lender’s satisfaction:


 


(i)            Borrower shall have
delivered to Lender true, correct and complete copies of each fully-executed
Lease (as hereinafter defined) affecting each Initial Site, together with a
current rent roll and an abstract of each Lease prepared by Borrower, which
Leases shall be in form and substance reasonably satisfactory to Lender.


 


(ii)           Borrower shall have
delivered to Lender a Lease Estoppel Certificate from each tenant under each
Lease of each Initial Site, substantially in the form attached hereto as Exhibit C (unless the Lender shall
expressly agree, in Lender’s sole discretion, to accept a Lease Estoppel
Certificate from Borrower for any of the Initial Site(s) in a form that
differs from the form 


 


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attached
hereto as Exhibit C),
and otherwise in form and substance reasonably satisfactory to Lender (a “Tenant
Estoppel”).


 


(iii)          Borrower shall have
delivered to Lender a Subordination Non-Disturbance and Attornment Agreement
from each tenant under each Lease of each Initial Site, substantially in the
form attached hereto as Exhibit D,
and otherwise in form and substance reasonably satisfactory to Lender (a “SNDA”).


 


(iv)          Borrower shall have
delivered to Lender a true, correct and complete copy of the outstanding
Purchase and Sale Agreement for each Initial Site.


 


(v)           Borrower shall have
delivered to Lender true, correct and complete copies of the organizational
documents of each Site Borrower, together with evidence of the authority of
Prime Borrower and each Site Borrower to execute and deliver the Loan Documents
and perform its obligations thereunder, all in form and substance reasonably
satisfactory to Lender.


 


(vi)          Borrower shall have
delivered a title commitment for a mortgagee’s title insurance policy in form
and substance acceptable to Lender (the “Title Commitment”), issued by a
title insurance company or companies acceptable to Lender (the “Title
Company”), with the Title Company’s assurance that all of the requirements
for the issuance of the mortgagee’s title insurance policy contemplated thereby
have been satisfied and that the Title Company is unconditionally and
irrevocably prepared to issue such policy to Lender, with such endorsements,
reinsurance and/or co-insurance as Lender may reasonably require, insuring the
first priority lien of the Portfolio Mortgage on each Initial Site Borrower’s
interests in its applicable Initial Site, free from all liens and encumbrances
other than those expressly approved by Lender and without exception for
(A) filed or unfiled mechanics’ liens, (B) survey matters, (C) rights
of parties in possession (except for tenants under Leases as specifically noted
on the Title Commitment), (D) environmental liens, and (E) any other
matters of any kind or nature whatsoever other than those expressly approved by
Lender and the Loan Documents (the “Title Policy”).


 


(vii)         Borrower shall have
delivered to Lender a current instrument survey of each Initial Site,
acceptable in form and content to Lender and the Title Company, prepared in
accordance with the requirements set forth in EXHIBIT E attached hereto (the “Survey”), and
a certificate substantially in the form of EXHIBIT F
attached hereto (the “Surveyor’s Certificate”), prepared and signed by a
surveyor, acceptable to Lender and the Title Company, licensed to do business
in the State/Commonwealth of the applicable Initial Site with his or her seal
affixed thereto.  The Survey must show
that all buildings and improvements are within lot and building lines and must
locate all above or below ground easements, improvements, appurtenances,
utilities and rights of way, and ingress and egress, number 


 


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and
size of parking spaces and otherwise contain information outlined on EXHIBIT E attached hereto.


 


(viii)        Borrower shall have
delivered to Lender such evidence as Lender may reasonably require that all
outstanding Impositions (as hereinafter defined) pertaining to each Initial
Site which are due and payable as of the date hereof have been paid in full.


 


(ix)          Borrower shall have
delivered evidence, reasonably acceptable to Lender, that Borrower and each
Initial Site are not subject to any federal or state tax liens, outstanding
judgments or bankruptcy matters (collectively, the “Searches”) and that
the tenants under the Leases are not subject to any bankruptcy matters (the “Tenant
Bankruptcy Searches”), which, in the case of the Tenant Bankruptcy
Searches, may be satisfied by a representation to that effect from the tenant
in its Tenant Estoppel.


 


(x)           Borrower shall have
delivered to Lender engineering, environmental, asbestos and other reports
reasonably requested by Lender, in form and content satisfactory to the Lender,
regarding the physical and environmental condition of each Initial Site
(collectively, the “Environmental and Engineering Reports”).


 


(xi)          Borrower shall have
delivered to Lender a report prepared by Planning and Zoning Resources, Inc.
(a “PZR Report”) regarding the zoning for each Initial Site, in form and
substance reasonably acceptable to Lender, together with copies of certificates
of occupancy (if reasonably available) and zoning certificates from the local
jurisdiction of the applicable Initial Site (if reasonably available) (together
with the PZR Report, the “Zoning Materials”).


 


(xii)         Borrower shall have
delivered to Lender insurance policies and/or certificates of insurance
required pursuant to the terms and provisions of this Loan Agreement.


 


(xiii)        Borrower shall have
delivered to Lender any Management Agreements (as hereinafter defined),
together with a written subordination of the Management Agreements by the
managers thereunder to the terms of the Loan Documents, all in form and
substance satisfactory to Lender.


 


(xiv)        Borrower shall have
delivered financial statements (A) of Borrower, covering at least the
previous three (3) calendar years in reasonable detail, sworn by Borrower
to be true and complete, in form and substance acceptable to Lender, and
(B) of each Initial Site for the previous three (3) calendar years,
or such shorter time as may be reasonably available to Borrower, in reasonable
detail, sworn by Borrower, to the best of Borrower’s knowledge, to be true and
complete in all material respects, in form and substance acceptable to Lender.


 


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(xv)         Borrower shall have
delivered such evidence as Lender may require as to the satisfaction of such of
the terms and conditions of the Commitment, this Loan Agreement and the other
Loan Documents as may by their nature be satisfied prior to the making of the
Initial Advance.


 


(xvi)        Borrower shall have fully
executed and delivered the Loan Documents, in form and substance satisfactory
to Lender.


 


(xvii)       Borrower shall have
delivered opinions, in form and substance reasonably acceptable to Lender,
subject to customary limitations and qualifications in opinions for
transactions of this type, from Borrower’s counsel and from local counsel for
each Initial Site, regarding (A) the due execution, authority and
enforceability of the Loan Documents, (B) the compliance of the Loan Documents
with applicable usury laws, and (C) such other matters as Lender may
reasonably require (collectively the “Opinions”), substantially in the
forms attached hereto as Exhibit G.


 


(xviii)      Borrower shall have
delivered such evidence as Lender may reasonably require that (A) there
has been no material adverse change in (I) the financial position of
Borrower or any Constituent Owner (as hereinafter defined), (II) each
Initial Site, (III) the Rents, (IV) the Leases, (V) any other
material features or characteristics of the transaction or due diligence
materials and documentation submitted to Lender by or on behalf of the Borrower
from that which existed on the date Borrower submitted the Commitment to the
Lender, and/or (B) Borrower is not involved in any bankruptcy,
reorganization or insolvency proceeding, or in any criminal, government
receivership or FDIC proceeding, investigation or review (each, a “Material
Adverse Change”).


 


(xix)        No Event of Default, nor any
event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default, shall exist hereunder or under any other Loan
Document.


 


(xx)         All of the representations
and warranties made hereunder and under the other Loan Documents shall be true
and correct in all material respects.


 


(xxi)        Such other conditions as
Lender may reasonably require.


 


(d)           All conditions
for Lender’s making the Initial Advance must be satisfied by Borrowers within
sixty (60) days after the date hereof, or Lender’s obligations under this Loan
Agreement shall terminate, Lender shall not be required to make the Initial
Advance or any Additional Advances under the Loan and this Loan Agreement and
all other Loan Documents shall terminate and be of no further force or effect,
except for such obligations of Borrower as expressly survive the termination of
the Loan Documents.


 


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2.2         Additional Advances.


 


(a)           Prime Borrower,
together with each Site Borrower that is the owner of an Additional Portfolio
Property (as hereinafter defined), may elect to obtain one or more additional
advances of the Loan proceeds prior to the expiration of the Advancement Period
(as hereinafter defined) in the maximum aggregate original principal amount as
of the date hereof of up to the difference of (i) Sixty-Three Million and
No/100 Dollars ($63,000,000) less (ii) the amount of the Initial Advance
(individually and collectively, the “Additional Advances”) under the
terms and provisions provided herein. 
The amount of the Additional Advances will be equal to sixty-two and
one-half percent (62.5%) of (a) the gross purchase price of the applicable
Additional Portfolio Property, to be set forth on Exhibit H hereto, plus (b) all amounts due to
Lender or its attorneys or Affiliates (as defined below) with respect to the
closing and funding of the applicable Additional Advance, plus (c) the
fees payable to STAG Capital or STAG III or their respective Affiliates or
successors in connection with the acquisition of the applicable Additional
Portfolio Property in accordance with the Limited Liability Company Operating
Agreement of STAG GI Investments dated as of July 6, 2010, plus
(d) the fees payable to Holiday, Fenoglio, Fowler, L.P. in connection with
the applicable Additional Advance, plus (e) all other reasonable third
party costs incurred in connection with the underwriting and acquisition of the
applicable Additional Portfolio Property including, without limitation, for the
Title Commitment, Title Policy and Survey expenses, brokerage fees, recording
fees and transfer taxes, mortgage recording fees, legal fees and disbursements,
the cost of obtaining the Zoning Materials and Environmental and Engineering
Reports, and the cost of the Searches, Tenant Bankruptcy Searches and similar
searches and reports.  Borrower and
Lender shall update Exhibit H
simultaneously with the acquisition of each Additional Portfolio Property in
accordance with the terms of this Loan Agreement.


 


(b)           Prime Borrower
may seek to obtain Additional Advances hereunder by identifying additional Site(s) (each,
an “Additional Portfolio Property,” which also constitute Sites and
Portfolio Properties hereunder) to secure the Loan.  Prime Borrower shall deliver to Lender the
Preliminary Underwriting Materials in support thereof.  Lender shall have the right to review,
underwrite, accept or reject any proposed Additional Portfolio Properties and
Additional Advances, in accordance with its then current underwriting
standards, which will be applied in Lender’s sole and absolute discretion,
including Lender’s right to review such proposed Additional Portfolio
Properties and Additional Advances in accordance with Lender’s customary
application and approval process. 
Without limiting the generality of the foregoing, the Preliminary Underwriting
Materials shall contain the items identified in Section 2.2(c)(i) below,
together with a “Transaction Summary,” describing the primary salient features
of the Additional Portfolio Property and Additional Advances.  Prime Borrower shall reimburse Lender for all
actual costs and expenses incurred in connection with any proposed Additional
Portfolio Properties and Additional Advances, whether or not the Additional
Advance is ever made, including, without limitation, consultant’s fees for the
Environmental and Engineering Reports, the costs of the Title Commitments and
Surveys and legal fees of in-house and outside counsel.


 


Lender shall notify Prime
Borrower in writing within fourteen (14) days following receipt of the
Preliminary Underwriting Materials whether or not the Additional Portfolio
Properties and Additional Advances are approved.  In all events, as of each Additional Advance
(a) the loan-to-value ratio of the Portfolio Properties (including the Additional
Portfolio Properties) as 


 


7

















 


reasonably determined by
Lender must be less than or equal to sixty-two and one-half percent (62.5%),
(b) the Debt Coverage Ratio (as defined below) must be at least 1.50
times, (c) the Portfolio Properties (including the Additional Portfolio
Properties) must be diversified with respect to geography, tenancy and
industry, as reasonably determined by Lender, (d) the Portfolio Properties
(including the Additional Portfolio Properties) must be industrial properties, primarily
used for warehouse/distribution, manufacturing and flex/R&D purposes, (e) the
Portfolio Properties must be located in primary and secondary markets, as
reasonably determined by Lender, and (f) the Portfolio Properties must be Class A
or Class B properties, as reasonably determined by Lender.


 


If approved by Lender as
provided above, Lender shall notify Prime Borrower in writing of its agreement
regarding the Additional Portfolio Properties and Additional Advances,
whereupon Lender shall be obligated to make the Additional Advance(s) pursuant
to this Loan Agreement so long as the requirements of Section 2.2(c) below
are satisfied.  All of the terms and
conditions of this Loan Agreement and all other Loan Documents shall pertain to
the Site Borrowers, the Additional Notes (as defined below), the Additional
Portfolio Mortgages (as hereinafter defined) and the Additional Portfolio
Properties to the same extent as if part of the Initial Advance.


 


(c)           Prior to making
any Additional Advances, and as a condition of Borrower’s right to receive any
Loan proceeds beyond the Initial Advance as contemplated by this Agreement, the
following conditions shall be satisfied to Lender’s satisfaction with respect
to the Additional Portfolio Properties:


 


(i)            Borrower shall have
delivered to Lender true, correct and complete copies of each fully-executed
Lease (as hereinafter defined) affecting the Additional Portfolio Properties,
together with a current rent roll and an abstract of each Lease prepared by
Borrower, which Leases shall be in form and substance reasonably satisfactory
to Lender.


 


(ii)           Borrower shall have
delivered to Lender a Tenant Estoppel from tenants occupying not less than
seventy-five percent (75%) of the leasable area of the Additional Portfolio
Properties.


 


(iii)          Borrower shall have
delivered to Lender a SNDA from tenants occupying not less than seventy-five
percent (75%) of the leasable area of the Additional Portfolio Properties.


 


(iv)          Borrower shall have
delivered to Lender true, correct and complete copies of each Purchase and Sale
Agreement for each Additional Portfolio Property.


 


(v)           Borrower shall have
delivered to Lender true, correct and complete copies of the organizational
documents of each Site Borrower, together with evidence of the authority of
each Borrower to execute and deliver the Additional Loan Documents (as
hereinafter defined) and perform its obligations thereunder, all in form and
substance reasonably satisfactory to Lender.


 


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(vi)          Borrower shall have
delivered a Title Commitment issued by the Title Company, with the Title
Company’s assurance that all of the requirements for the issuance of the
mortgagee’s title insurance policy contemplated thereby have been satisfied and
that the Title Company is unconditionally and irrevocably prepared to issue
such policy to Lender, with such endorsements, reinsurance and/or co-insurance
as Lender may reasonably require, insuring the first priority lien of the
Additional Portfolio Mortgages on the Site Borrowers’ interest in the
Additional Portfolio Properties, free from all liens and encumbrances other
than those expressly approved by Lender and without exception for
(A) filed or unfiled mechanics’ liens, (B) survey matters,
(C) rights of parties in possession (except for tenants under Leases as
specifically noted on the Title Commitment), (D) environmental liens, and (E) any
other matters of any kind or nature whatsoever other than those expressly
approved by Lender and the Loan Documents; together with any endorsements to
the existing Title Policy requested by Lender to evidence the Additional
Advance and the Additional Portfolio Mortgages.


 


(vii)         Borrower shall have
delivered to Lender a Survey of each Additional Portfolio Property and Surveyor’s
Certificate with respect thereto, prepared and signed by a surveyor, acceptable
to Lender and the Title Company, licensed to do business in the state of the
respective Additional Portfolio Property with his or her seal affixed thereto.


 


(viii)        Borrower shall have
delivered to Lender such evidence as Lender may reasonably require that all
outstanding Impositions (as hereinafter defined) pertaining to the Additional
Portfolio Properties which are due and payable as of the date of the Additional
Advances have been paid in full.


 


(ix)          Borrower shall have
delivered updated Searches for the Prime Borrower and the Site Borrower that
will obtain the applicable Additional Advance (but not for the other Site
Borrowers); provided, however, that (i) such Searches shall not be
required (unless Lender otherwise so reasonably requests) for any Borrower as
to which Lender has received and approved Searches within the last calendar
quarter, and (ii) such Searches shall not be required with respect to any
Site Borrower created within thirty (30) days of the closing of the Additional
Advance.  Borrower shall have also
delivered prior to each Additional Advance the Tenant Bankruptcy Searches
related to the Additional Portfolio Property being acquired with the proceeds
of the Additional Advance; provided, however, that such Bankruptcy Searches
shall not be required with respect to any tenant that makes an appropriate
representation in its Tenant Estoppel.


 


(x)           Borrower shall have
delivered to Lender the Environmental and Engineering Reports with respect to
the Additional Portfolio Properties. 
Lender will use reasonable efforts to use Borrower’s existing
Environmental and Engineering Reports in connection with the Additional
Advances.


 


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(xi)          Borrower shall have
delivered to Lender the Zoning Materials with respect to the Additional
Portfolio Properties.


 


(xii)         Borrower shall have
delivered to Lender insurance policies and/or certificates of insurance
required pursuant to the terms and provisions of this Loan Agreement.


 


(xiii)        Borrower shall have
delivered to Lender any Management Agreements (as hereinafter defined),
together with a written subordination of the Management Agreements by the
managers thereunder to the terms of the Loan Documents, all in form and
substance satisfactory to Lender.


 


(xiv)        Borrower shall have
delivered financial statements for each Additional Portfolio Property for the
previous three (3) calendar years, or such shorter time as may be
reasonably available to Borrower, in reasonable detail, sworn by Borrower, to
the best of Borrower’s knowledge, to be true and complete in all material
respects, in form and substance acceptable to Lender.


 


(xv)         Borrower shall have
delivered such evidence as Lender may require as to the satisfaction of such of
the terms and conditions of the Commitment, this Loan Agreement and of the
other Loan Documents as may by their nature be satisfied prior to the making of
the Additional Advance.


 


(xvi)        Borrower shall have fully
executed and delivered the Additional Loan Documents, in form and substance
satisfactory to Lender.


 


(xvii)       Borrower shall have
delivered the Opinions with respect to the Additional Loan Documents.


 


(xviii)      Borrower shall have
delivered such evidence as Lender may reasonably require that there has been no
Material Adverse Change since the date of the Preliminary Underwriting
Materials.


 


(xix)        No Event of Default, nor any
event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default, shall exist hereunder or under any other Loan
Document.


 


(xx)         All of the representations
and warranties made hereunder and under the other Loan Documents shall continue
to be true and correct in all material respects (except to the extent modified
consistent with the terms of the Loan Documents).


 


(xxi)        The Additional Advance must
occur no later than twelve (12) months from the date hereof (the “Advancement
Period”).


 


(xxii)       Such other conditions as
Lender may reasonably require.


 


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2.3          Advances, Generally.


 


(a)           Without at any
time waiving any of Lender’s rights hereunder, Lender shall have the right to
make advances of Loan proceeds hereunder without the satisfaction of each and
every condition precedent to Lender’s obligation to make such advance, and
Borrower agrees to accept such advance as Lender may elect to make in
connection with the acquisition of an Additional Portfolio Property.


 


(b)           The Initial
Advance and the Additional Advances shall each be evidenced by one or more Portfolio
Notes, in substantially the form attached hereto as Exhibit I, of even date with the
Initial Advance or Additional Advances, as applicable, executed by Prime
Borrower and each Site Borrower, each of which shall mature at the same time as
the Note evidencing the Initial Advance (the “Initial Note(s)”).  The interest rate (the “Interest Rate”)
for the Initial Notes shall be six and 50/100 percent (6.50%) per annum.  The Interest Rate for any Additional Note
executed and delivered within six (6) months after the earlier to occur of
(i) the date that is sixty (60) days after the date hereof and
(ii) the date of the Initial Advance (the “Initial Interest Rate Period”)
shall equal the Interest Rate set forth in the Initial Notes.  Thereafter, for each Additional Advance made
within the immediately succeeding six (6) month period following the
expiration of the Initial Interest Rate Period (the “Additional Interest
Rate Period”), the Interest Rate on such Additional Notes shall be equal to
the 7-Year Treasury Yield (hereinafter defined) plus a spread offered to
borrowers of substantially similar reputation and experience as the Prime
Borrower for a loan secured by properties substantially similar in quality and
geographical diversification as the Portfolio Properties (including the
Additional Portfolio Properties), such Interest Rate to be determined within
thirty (30) days prior to the expiration of the Initial Interest Rate Period;
provided, however, that the Interest Rate shall never be less than six and 50/100
percent (6.50%) per annum.  Lender agrees
to provide prompt written notice to Prime Borrower of the Interest Rate for the
Additional Interest Rate Period.  In no
event will Lender receive interest in excess of that allowed by applicable
law.  As used herein, the term “Additional
Notes” means any Portfolio Note(s) evidencing the applicable
Additional Advance(s).


 


Notwithstanding the
foregoing, if after twelve months from the date of the Initial Advance the
aggregate outstanding principal balance of the Loan is less than Forty-Five
Million and No/100 Dollars ($45,000,000), then commencing on the first (1st) day of the thirteenth (13th) month after the Initial
Advance (the “Interest Rate Adjustment Date”), the Interest Rate with
respect to the entire outstanding principal balance of the Loan shall increase
automatically on the Interest Rate Adjustment Date to the greater of
(a) fifty (50) basis points more than the current Interest Rate, or
(b) seven percent (7.00%) per annum.


 


The Portfolio Notes shall
provide for monthly installments of interest only until the date six
(6) months after the date of the Initial Advance, and thereafter monthly
installments of interest and principal (based upon a 30-year amortization
schedule from the date of such principal payments), which shall be due and
payable on each Monthly Payment Date (as defined in the Initial Notes).


 


As used herein, the “7-Year
Treasury Yield” will be determined by reference to the end of day yields on
U.S. Treasuries having a 7 year maturity date and reported in the federal
reserve Statistical Release H.15
(http://www.federalreserve.gov/releases/H15/update/), or in the event 


 


11

















 


the website is discontinued
or otherwise generally unavailable, any comparable electronic rate index that
is readily available and verifiable to Lender, for the fifth (5th) Business Day prior to the
Additional Advance.


 


Subject
to the provisions of Section 4(b) hereof, the Initial Notes shall be
secured by one or more first priority (a) mortgages, deeds of trust, or
indemnity deeds of trust, assignments of leases, rents and contracts, security
agreements and fixture filings, in the full amount of the Loan that encumber
each Initial Site, substantially in the form attached hereto as Exhibit J (the “Initial
Portfolio Mortgage(s)”) and (b) assignments of rents and leases that
encumber each Initial Site, substantially in the form attached hereto as Exhibit O.  All other Loan Documents shall be amended, as
necessary, to reflect the Initial Advances, the Initial Site Borrowers and the
Initial Site, to the extent necessary in Lender’s reasonable discretion,
including, without limitation, pursuant to an Omnibus Amendment to Loan
Documents substantially in the form attached hereto as Exhibit K (as the same may be
amended, modified, substituted or supplemented from time to time, the “Omnibus
Amendment”).  The documents set forth
above in this paragraph shall constitute part of the Loan Documents hereunder.


 


Subject
to the provisions of Section 4(b) hereof, the Additional Notes shall
be secured by first priority (a) mortgages, deeds of trust, or indemnity
deeds of trust, assignments of leases, rents and contracts, security agreements
and fixture filings, each in the full amount of the Loan (as the same may be
amended, modified, substituted or supplemented from time to time, each, an “Additional
Portfolio Mortgage” and collectively part of the Portfolio Mortgages and
the Loan Documents) that encumber the Additional Portfolio Properties, substantially
in the forms attached hereto as Exhibit J
and (b) assignments of rents and leases (as the same may be amended,
modified, substituted or supplemented from time to time, each, an “Additional
Assignment” and collectively part of the Loan Documents) that encumber the
Additional Portfolio Properties, substantially in the forms attached hereto as Exhibit O.  All other Loan Documents shall be amended, as
necessary, to reflect the Additional Advances, the Site Borrowers and the
Additional Portfolio Properties, to the extent necessary in Lender’s reasonable
discretion, including, without limitation, pursuant to an Omnibus
Amendment.  The Additional Notes, the
Additional Portfolio Mortgages, the Additional Assignments, the Omnibus
Amendment and the amendments to the other Loan Documents as the same may be
amended, modified, substituted or supplemented from time to time, are
collectively called the “Additional Loan Documents,” which shall
constitute part of the Loan Documents hereunder.


 


(c)           Commencing with
the Initial Advance and continuing with each Additional Advance thereafter
made, Borrowers shall deliver to Lender a rent roll that accurately reflects in
all material respects the Leases and income from the Portfolio Properties as of
the date indicated thereon, which rent roll shall be attached hereto at the
time of such advance as Exhibit N.


 


(d)           Commencing with
the Initial Advance and continuing with each Additional Advance thereafter
made, Prime Borrower will use good faith efforts to deliver Preliminary Underwriting
Materials for multiple Portfolio Properties with each requested advance to
streamline Lender’s application and approval process described herein.


 


12

















 


3.             Allocation of
Loan Amount.  The original
principal amount of the Loan advanced shall be allocated among the Sites as
shown in the table attached as Exhibit L.  The amount allocated to each Site is referred
to as the “Allocated Loan Amount.”


 


Allocated
Loan Amounts shall be reduced on a Site-specific basis to reflect any release
of a Site in accordance with Section 20 below, and the amount by which any
Release Prepayment exceeds the applicable Allocated Loan Amount shall be
allocated as provided for in Section 20. 
Allocated Loan Amounts also shall be reduced on a Site-specific basis to
reflect the application of any casualty or condemnation proceeds with respect
to such Site or any other partial prepayment made with respect to such Site in
accordance with the terms of the Loan Documents.  All other payments of any portion of the
Principal Indebtedness (as defined in the Notes) shall be applied against the
Allocated Loan Amounts in the manner determined by Lender in its reasonable
discretion and shall cause a re-calculation of debt service payments based upon
the reduced Loan balance, the remaining amortization schedule and the Interest
Rate.  No Site shall be released from the
lien of the Portfolio Mortgages until the applicable Allocated Loan Amount has
been paid in full.


 


4.             Payment of
Indebtedness. 
(a) Borrower will pay the principal indebtedness and interest
thereon in accordance with the provisions of the Notes and all prepayment
charges, late charges and fees required thereunder, and all extensions, renewals,
modifications, amendments and replacements thereof, and will keep and perform
all of the covenants, promises and agreements, and pay all sums provided in
(i) each of the Notes or any other promissory note or notes at any time
hereafter issued to evidence the Indebtedness, (ii) the Portfolio
Mortgages, (iii) this Loan Agreement, and (iv) any and all other Loan
Documents, all in the manner herein or therein set forth.  Each of the Borrowers hereunder shall be
fully liable for such payment and performance, and such liability shall be
joint and several.


 


(b)           Each Borrower
acknowledges and agrees that each of the Portfolio Properties (including,
without limitation, any Additional Portfolio Properties) is granted as security
for the entire Loan (including, without limitation, the Initial Advance and all
Additional Advances) and shall be deemed to be additional collateral securing
the complete payment, performance, observance and fulfillment of all of the
terms, covenants, conditions and warranties of this Loan Agreement and the
other Loan Documents.  Notwithstanding
the foregoing or anything else to the contrary in this Agreement or any other
Loan Document, however, to the extent any state imposes a mortgage tax,
transfer tax or other fee in an amount other than a nominal amount
(collectively, a “Mortgage Tax”) on a Portfolio Mortgage based upon the
full amount of the Loan, Lender agrees that such Portfolio Mortgage shall only
secure 125% of the Allocated Loan Amount attributable to the Site, and Lender
shall make such other adjustments to the Amended Loan Documents as may be
reasonable and/or necessary, in Lender’s reasonable opinion, to reduce the
burden of the Mortgage Tax on Borrower.


 


5.             Usury.  It is hereby expressly agreed that Borrowers
and Lender intend for the Loan to comply in all respects with applicable
federal and state law governing the maximum rate of interest and other charges
that may be charged or received in connection with a commercial loan.  Notwithstanding the foregoing, if from any
circumstances whatsoever fulfillment of any provision of the Notes, the
Portfolio Mortgages, this Loan Agreement or any other Loan Documents, at the
time performance of such provision shall be due, shall involve transcending 


 


13

















 


the limit of validity presently
prescribed by any applicable usury statute or any other law, with regard to
obligations of like character and amount, then ipso  facto the
obligation to be fulfilled shall be reduced to the limit of such validity, so
that in no event shall any exaction be possible under the Loan Documents that
is in excess of the limit of such validity. 
In no event shall Borrower be bound to pay for the use, forbearance or
detention of the money loaned pursuant to the Loan Documents, interest of more
than the current legal limit; the right to demand any such excess being hereby
expressly waived by Lender and Lender further agrees that it is Lender’s
express intent that all excess amounts taken if usury has been charged or
collected shall be refunded to Borrower with interest, or credited to the
outstanding principal Indebtedness, to the extent as provided under applicable
law, but so as to permit the recovery of the fullest amount otherwise called
for hereunder.


 


6.             Impositions.  Borrower shall pay or cause to be paid, not
later than the last day on which the same may be paid without penalty or
interest, all real estate taxes, sewer rents, water charges, fees and other
payments to be made to any local, State or federal department, board or agency,
or any other agency or governmental board or entity having jurisdiction over
the Portfolio Properties (a “Governmental Authority”) in connection with
the Real Property (as defined in the Portfolio Mortgages), and all other
municipal and governmental assessments, rates, charges, impositions and liens
(collectively hereinafter referred to as “Impositions”) which now or
hereafter are imposed by law upon the Portfolio Properties.  If any Imposition is not paid within the time
hereinabove specified, Lender shall have the right to pay the same, together
with any penalty and interest thereon, and the amount or amounts so paid or
advanced shall forthwith be payable by Borrower to Lender and shall be secured
by the lien of the Portfolio Mortgages. 
Notwithstanding the foregoing, Borrower may in good faith contest, at
its own cost and expense, by proper legal proceedings, the validity or amount
of any Imposition, on the condition that Borrower first shall deposit with
Lender, as security for the payment of such contested item, an amount equal to
the contested item plus all penalties and interest that would be payable if
Borrower is ultimately required to pay such contested item, and on the further
condition that no amount so contested may remain unpaid for such length of time
as shall permit the Portfolio Properties, or the lien thereon created by the
item being contested, to be sold for the nonpayment thereof, or as shall permit
an action, either of foreclosure or otherwise, to be commenced by the holder of
any such lien.  Borrower will not claim
any credit on, or make any deduction from the Indebtedness by reason of the
payment of any Imposition.


 


Borrower hereby assigns to
Lender all rights of Borrower now or hereafter arising in and to the refund of
any Imposition and any interest thereon. 
If following receipt of any such refund by Lender, there exists no Event
of Default (as hereinafter defined) hereunder, then Lender shall pay over the
same to Borrower promptly after demand; if there exists an Event of Default
hereunder, Lender may apply said refund in reduction of the Indebtedness in
whatever order Lender may elect (subject, however, to any refund or credit owed
to any tenant under a Lease where such tenant is not in default under its
Lease).


 


7.             Tax Deposits.  Borrower and Lender have entered into a Real
Estate Tax Escrow and Security Agreement of even date herewith (as the same may
be amended, modified, substituted or supplemented from time to time, the “Tax
Escrow Agreement”), the terms of which provide for the escrow and payments
of money with respect to real estate taxes, assessments and other payments to
Governmental Authorities in lieu thereof (“Taxes”) that are 


 


14

















 


not payable directly to the
applicable Governmental Authority by tenants under Leases approved by Lender or
otherwise entered into in accordance with the Loan Documents.  Notwithstanding the provisions of
Section 6 hereof, Borrower covenants to perform its obligations under the
Tax Escrow Agreement and Lender has agreed that Borrower may perform its
obligations under this Loan Agreement with respect to the Taxes in accordance
with the Tax Escrow Agreement.  In the
event that Borrower defaults under the Tax Escrow Agreement, or the Tax Escrow
Agreement is terminated for any reason, or in the event that the Tax Escrow
Agreement becomes ineffective or otherwise unenforceable, then the balance of
the terms and conditions of this Section shall be applicable and control
with respect to the Taxes.


 


Subject to the last
paragraph of this Section 7, Borrower shall deposit with Lender or with an
escrow agent selected by Lender, on the first (1st) day of the calendar month immediately following
the date of the Initial Advance and on the first (1st) day of each calendar month thereafter (each of
which dates is hereinafter called the “Monthly Tax Deposit Date”) until
the payment in full of the Indebtedness a sum equal to one-twelfth (1/12) of
the Taxes to be levied, charged, assessed or imposed upon or for the Portfolio
Properties within one (1) year after the Monthly Tax Deposit Date.  If on any Monthly Tax Deposit Date the amount
of Taxes to be levied, charged, assessed or imposed within the ensuing one
(1) year period shall not be fixed, such amount for the purpose of
computing the deposit to be made by Borrower hereunder, shall be reasonably
estimated by Lender, with appropriate adjustment when the amount of such Taxes
is fixed.


 


The sums deposited by
Borrower under this Section shall be held in an interest-bearing account
with interest being retained by Lender and free of trust except to the extent,
if any, that applicable law shall otherwise require and applied in payment of
such Taxes when due and except as provided in the paragraph immediately
below.  Borrower shall give thirty (30) days’
prior written notice to Lender in each instance when any Taxes are due,
specifying the Taxes to be paid and the amount thereof, the place of payment
and the last day on which the same may be paid in order to be within the time
limit specified in Section 6 hereof entitled “Impositions.”


 


Notwithstanding the
foregoing provisions and so long as Borrower holds title to and controls the
Portfolio Properties (subject to any Site that has been released from the lien
of the Loan Documents in  accordance with
this Agreement), Taxes are paid in full when due (subject to Borrower’s right
to contest as set forth herein) and there has been no Event of Default, or any
state of facts which, with the passage of time or giving of notice, or both,
would constitute an Event of Default under the Loan Documents, the interest
earned by such escrows, less reasonable escrow costs, will be credited to
Borrower against such escrow amounts next due, following Lender’s receipt of
evidence that such Taxes have been paid in full.


 


If for any reason the sums
on deposit with Lender or escrow agent under this Section shall not be
sufficient to pay any Taxes within the time specified in Section 6 hereof,
then Borrower shall, within ten (10) Business  Days after demand by Lender, deposit sufficient
sums so that Lender may pay such Taxes in full, together with any penalty and
interest thereon.  Lender, acting
reasonably, may change its estimate of Taxes for any period, on the basis of a
change in an assessment or tax rate or on the basis of a prior miscalculation
or for any other reason, in which event Borrower shall deposit with Lender or
escrow agent within ten (10)


 


15

















 


Business Days after demand
the amount of any excess of the deposits which would theretofore have been
payable under the revised estimate over the sums actually deposited.


 


If any Taxes shall be
levied, charged, assessed or imposed upon or for the Portfolio Properties, or
any portion thereof, and if such Taxes shall also be a levy, charge, assessment
or imposition upon or for any other premises not covered by the lien of the
Portfolio Mortgages, then the computation of the amounts to be deposited under
this Section shall be based upon the entire amount of such Imposition and
Borrower shall not have the right to apportion any deposit with respect to such
Imposition.


 


Upon an assignment of the
Portfolio Mortgages, Lender shall have the right to arrange to transfer all
amounts deposited and still in its possession to the assignee and Lender shall
thereupon be completely released from all liability with respect to such
deposit and Borrower and/or any other owner of the Portfolio Properties shall
look solely to the assignee or transferee in reference thereto.


 


Upon the payment in full by
Borrower of the entire Indebtedness, any sums then held by Lender under this
Section shall be refunded to Borrower.


 


All amounts deposited shall
be held by Lender as additional security for the sums secured by the Portfolio
Mortgages, and Borrower hereby grants to Lender a security interest in such
sums, and upon the occurrence of an Event of Default hereunder Lender may, in
its sole and absolute discretion, apply said amounts to the payment of the
Indebtedness in whatever order Lender may elect.


 


Promptly upon receipt of
such by Borrower, Borrower shall deliver to Lender copies of all notices,
demands, claims, bills and receipts in relation to the Impositions.  Additionally, within thirty (30) days after
the final date that Taxes can be paid without penalty or interest, Borrower
shall deliver to Lender evidence of the payment in full of all Taxes, whether
or not such Taxes are payable directly to the applicable Governmental Authority
by tenants under Leases approved by Lender or otherwise entered into in accordance
with the Loan Documents.


 


Notwithstanding the
foregoing provisions, (a) Lender hereby waives the requirement for
deposits as to that portion of Taxes payable directly to the applicable
Governmental Authority by tenants under the terms of Leases (as hereinafter
defined) approved by Lender or otherwise entered into in accordance with the
Loan Documents, provided satisfactory proof of payment is promptly furnished to
Lender; and (b) Borrower may elect to provide Lender with an unconditional
and irrevocable sight draft letter of credit, in form and substance reasonably
satisfactory to Lender, drawn on a bank satisfactory to Lender, payable to
Lender and in the amount that would otherwise be required to be funded into the
escrow provided by this Section 7.


 


8.             Change in Taxes.  In the event any tax shall be due or become
due and payable to the United States of America, the Commonwealth of
Massachusetts, the state or commonwealth of any Site or any political
subdivision thereof with respect to the execution and delivery or recordation
of the Portfolio Mortgages or any other Loan Document or the interest of Lender
in the Portfolio Properties, Borrower shall pay such tax at the time and in the
manner required by 


 


16

















 


applicable law and Borrower
shall hold Lender harmless and shall indemnify Lender against any liability of
any nature whatsoever as a result of the imposition of any such tax (provided
that in no case shall the foregoing apply to any income tax, franchise tax, or
similar tax on the income or profits of Lender).  In the event of the enactment, after the date
of this instrument, of any law changing in any way the present law as to the
taxation of notes or debts secured by mortgages, for Federal, State or local
purposes, or the manner of collection of any Impositions, so as to affect this
Loan Agreement, the Portfolio Mortgages or the Note secured thereby, then
Borrower shall, within sixty (60) days from written demand, make such payments
to Lender and take such other steps, as may be necessary in Lender’s reasonable
judgment, to place Lender in the same financial position as it was prior to any
such enactment, failing which, or if the Borrower is not permitted by law to
make such payments, the Indebtedness shall, at the option of Lender, become due
and payable one hundred and twenty (120) days after written notice to Borrower
(provided that in no case shall the foregoing apply to any income tax,
franchise tax, or similar tax on the income or profits of Lender).


 


9.             Sidewalks,
Municipal Charges.  Borrower
will, not later than the last day on which the same may be paid without penalty
or interest, and except to the extent that the same is the obligation of a
tenant to pay directly to the applicable Governmental Authority under a Lease
approved by Lender or otherwise entered into in accordance with the Loan
Documents, pay and discharge any and all license fees and similar charges, with
penalties and interest thereon, which may be imposed by the municipality in
which the Portfolio Properties are situated, for the use of vaults, chutes,
areas and other space beyond the lot line and under or abutting the public
sidewalks in front of or adjoining the Portfolio Properties, and except to the
extent that the same is the obligation of a tenant to pay directly to the
applicable Governmental Authority under a Lease approved by Lender or otherwise
entered into in accordance with the Loan Documents, Borrower will promptly cure
any violation of law and comply in all material respects with any order of such
municipality respecting the repair, replacement or condition of the sidewalk or
curb in front of or adjoining the Portfolio Properties, and in default thereof
Lender may, upon ten (10) Business Days’ prior written notice to Borrower,
pay any and all such license fees or similar charges, with penalties and
interest thereon, and the charges of the municipality for such repair or
replacement, and any amount so paid or advanced by Lender and all costs and
expenses incurred in connection therewith (including, without limitation,
attorneys’ fees), with interest thereon at the Default Rate (as defined below),
shall be a demand obligation of Borrower to Lender, and, to the extent
permitted by law, shall be added to the Indebtedness and shall be secured by
the lien of the Portfolio Mortgages.


 


10.          Insurance.  Borrower shall at all times until the
Indebtedness shall be paid in full, keep the Portfolio Properties insured
against loss or damage for its full replacement cost (which cost shall be reset
once a year at Lender’s option) under policies of All Risk Replacement Cost
Insurance with Agreed Amount Endorsement (including nuclear explosion, if
available), and otherwise upon the following terms and conditions:


 


(a)           Borrower shall further
provide the following insurance in such amounts as shall be reasonably approved
by Lender:  flood insurance (if any Site
is situated in an area which is considered a flood risk area by the federal
government or any agency thereof); boiler and machinery insurance; earthquake
and windstorm insurance; rent loss insurance in an amount sufficient to cover
the total of all Rents (as defined in the 


 


17

















 


Portfolio
Mortgages) accruing from the Portfolio Properties for a one (1) year
period; worker’s compensation as required by law; comprehensive general
liability insurance in a minimum amount of $1,000,000, and excess or umbrella
liability of at least $10,000,000, a Demolition and Increased Cost of Construction
endorsement; and such other appropriate insurance as Lender may reasonably
require from time to time.


 


(b)           Such insurance shall contain
no exclusion for acts of terrorism and shall include coverages, limits,
deductibles and amounts relating to acts of terrorism acceptable to Lender in
its sole discretion, including without limitation, (i) coverage for acts
of domestic and international terrorism, (ii) coverage whether or not a
specific act is certified under the Terrorism Risk Insurance Act of 2002 as an
act of terrorism by the U.S. Secretary of the Treasury, and (iii) coverage
amounts, deductibles and limits/sublimits acceptable to Lender in its sole
discretion; provided, however, that notwithstanding anything to the contrary
herein, in no case shall Borrower be required to provide terrorism coverage
with respect to any Site unless such coverage is generally available on
commercially reasonable terms and unless the incremental premium for such
coverage would not exceed 150% of the cost thereof as of the Initial Advance.


 


(c)           During any period of
construction or restoration, Borrower shall provide a policy or policies of
builder’s “all risk” insurance in an amount not less than the full insurable
value of the Site(s).


 


(d)           The insurance policies must
include a waiver of subrogation in favor of Lender.


 


(e)           Within 90 days after the
issuance or renewal of any insurance policies required to be provided
hereunder, Borrower will deliver to Lender certified copies of each such
policy.  Each policy of insurance
provided by Borrower shall (i) be issued by a company or companies
approved by Lender and rated not less than A-/X in accordance with the latest
“Best Insurance Guide,” (ii) name Lender as an additional insured, and as
Mortgagee/Loss Payee under any mortgagee clauses, (iii) provide that all
proceeds shall be payable to Lender, (iv) provide that it may not be
cancelled or modified except upon thirty (30) days prior written notice to
Lender (if an ACCORD 25 form is given as evidence of liability coverage, the
words “endeavor to” and “but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or
representatives” must be stricken from the clause on the certificate(s)),
(v) provide that no act or thing done by Borrower shall invalidate the
policy as against Lender, (vi) be endorsed with standard noncontributory
mortgagee clauses in favor of and in form acceptable to Lender,
(vii) indicate the exact location of the Portfolio Properties,
(viii) name Borrower as the named insured exactly as Borrower is named in
the Loan Documents, and (ix) otherwise be in such form as shall be
reasonably acceptable to Lender, so that at all times until the payment in full
of the Indebtedness, Lender shall have and hold the said policy and policies as
further collateral for the payment of all Indebtedness.  Throughout the term of this Loan, Borrower
will provide reasonable evidence indicating the anticipated renewal of such
insurance to Lender at least thirty (30) days prior to the expiration of any
policy or policies of insurance. 
Notwithstanding the foregoing, Borrower shall be permitted to maintain
the policies with insurance companies that do not meet the above rating
requirement (an “Otherwise Rated Insurer”), 


 


18

















 


but in no event with a
rating of less than A, provided Borrower obtains a so-called “cut-through”
endorsement (i.e., an endorsement which permits recovery directly from
insurer’s reinsurers) from the Otherwise Rated Insurer.  In addition, if Borrower desires to maintain
insurance required hereunder from an insurance company which does not meet the
rating set forth above but the parent company of such insurance company, which
owns at least fifty-one percent (51%) of such insurance company, and is itself
an insurance company, maintains such ratings, Borrower may use such insurance
companies but only if such parent and the Otherwise Rated Insurer have
contractually agreed to honor each other’s financial obligations.


 


(f)            If Borrower shall
fail to obtain any such policy or policies required by Lender, or shall fail to
assign and deliver the same to Lender, then 
Lender may obtain such insurance and pay the premium or premiums  herefore, in which event Borrower shall, on
demand of Lender, repay such premium or premiums to Lender and such repayment
shall be secured by the lien of the Portfolio Mortgages. If Borrower fails to
maintain the level of insurance required under this Loan Agreement, then
Borrower shall indemnify Lender to the extent that a casualty occurs and
insurance proceeds would have been available had such insurance been
maintained.


 


(g)           Borrower shall
promptly provide to Lender copies of any and all notices (including notice of
non-renewal), claims, and demands which Borrower receives from insurers of the
Portfolio Properties.


 


(h)           Effective from
and after any Event of Default, Borrower hereby assigns to Lender all rights of
Borrower in and to any unearned premiums on any insurance policy required to be
furnished by Borrower.


 


Notwithstanding anything to
the contrary in this Section 10, to the extent that the provisions of a Lease,
existing as of the date hereof or entered into after the date hereof with
Lender’s prior written approval, requires the tenant to maintain and/or pay for
insurance that does not satisfy the above requirements, the insurance required
by such Lease will be deemed to satisfy the above provisions with respect to
the applicable Site.  The foregoing
sentence, however, shall not apply to a Lease that otherwise satisfies the
Approval Waiver Requirements set forth below and is not otherwise previously
approved in writing by Lender.


 


11.          Insurance/Condemnation
Proceeds.  Subject to
the provisions of this Section and of Sections 12 and 13 hereof, Borrower
hereby assigns to Lender all proceeds of any insurance or condemnation awards
which Borrower may be entitled to receive for loss or damage to, or a taking
of, the Portfolio Properties.  In the
event of loss or damage to, or a taking of, any Site, the proceeds of said
insurance or condemnation award shall be payable to Lender alone and Borrower
hereby authorizes and directs any affected insurance company or government
agency to make payment of the insurance proceeds or condemnation awards
directly to Lender; provided, however, that so long as (a) no Event of Default
exists hereunder, or any event which, with the giving of notice or passage of
time, or both, would constitute an Event of Default, (b) the insurance proceeds
or condemnation awards do not exceed Two Hundred Fifty Thousand Dollars
($250,000) (the “Loss Threshold”), and (c) if the casualty or
condemnation affects any Site owned under a ground lease, such ground lease
remains in full force and effect and is not terminable as a result of a
casualty or condemnation, Lender hereby authorizes payment of the


 


19

















 


insurance proceeds or
condemnation awards directly to Borrower. 
In the event that any such insurance proceeds or condemnation awards are
paid directly to Borrower in contravention of the provisions of this Loan
Agreement, Borrower shall make such proceeds or awards available to Lender
within five (5) Business Days of Borrower’s receipt thereof.  No such loss or damage shall itself reduce
the Indebtedness.  Upon any Event of
Default, Lender is authorized to adjust and compromise such loss without the
consent of Borrower, to collect and receive such proceeds or awards in the name
of Lender and Borrower and to endorse Borrower’s name upon any check in payment
thereof.  Subject to the provisions of
Sections 12, 13 and 14 hereof, such proceeds or awards shall be applied first
toward reimbursement of all costs and expenses of Lender in collecting said
proceeds or awards, then toward payment of the Indebtedness or any portion
thereof, whether or not then due and payable, in whatever order Lender may
elect, or Lender may, at its option, apply said insurance proceeds or
condemnation awards in whole or in part toward restoration of the
Site(s) for which such insurance proceeds or condemnation awards shall
have been paid.


 


In the event of foreclosure
of the Portfolio Mortgages or other transfer of title to the Portfolio
Properties and extinguishment, in whole or in part, of the Indebtedness, all
right, title, and interest of Borrower in and to any insurance policy, or
premiums or payments in satisfaction of claims or any other rights thereunder
then in force, shall pass to the purchaser or grantee notwithstanding the
amount of any bid at such foreclosure sale. 
Nothing contained herein shall prevent the accrual of interest as
provided in the Notes on any portion of the principal balance due under the
Notes until such time as the insurance proceeds or condemnation awards are
actually received and applied to reduce the principal balance outstanding.


 


12.          Restoration
Following Fire and Other Casualty or Condemnation.  In the event of damage to any Site by reason
of fire or other hazard or casualty, Borrower shall give prompt written notice
thereof to Lender and shall proceed with reasonable diligence to perform
repair, replacement and/or rebuilding work (hereinafter referred to as the “Work”)
to restore the Site(s) to its condition prior to such damage in full
compliance with all legal requirements. 
In the event of a taking by power of eminent domain or conveyance in
lieu thereof (“condemnation”), if restoration is feasible as reasonably
determined by Borrower and Lender, then Borrower shall proceed with reasonable
diligence to perform such restoration (also referred to as the “Work”).  Before commencing the Work with a cost in
excess of the Loss Threshold, Borrower shall obtain the approval of Lender with
respect to any plans and specifications and any material design or construction
contracts, which approval shall not be unreasonably withheld, conditioned, or
delayed, and thereafter Borrower shall perform the Work diligently and in good
faith substantially in accordance with the approved plans and specifications
and shall cause the lien free completion of such Work.  Upon completion of the Work, Borrower shall
deliver to Lender a reasonably acceptable survey, architect’s and/or engineer’s
certificate, title endorsement, certificate of occupancy, and such other
documentation as is reasonably required by Lender.  If 
Lender shall have elected or, as provided in Section 13 hereof, is
required to apply any insurance proceeds or condemnation awards toward repair
or restoration of the Site(s), then Borrower shall enter into
escrow/construction funding arrangements reasonably satisfactory to Lender
prior to the disbursement of any proceeds.


 


20






 










 


13.          Disposition of
Condemnation or Insurance Proceeds.


 


(a)           Loss Less Than
or Equal to Loss Threshold.  Notwithstanding anything herein to the
contrary, with respect to any casualty or condemnation as to which the
insurance proceeds or condemnation awards do not exceed the Loss Threshold, and
so long as (a) no Event of Default exists hereunder, or any event which,
with the giving of notice or the passage of time, or both would constitute an
Event of Default (other than an Event of Default that will be cured by the
repair of the casualty in question), and (b) if the casualty or
condemnation affects a Site owned under a ground lease, such ground lease
remains in full force and effect and is not terminable as a result of a
casualty or condemnation (or any such termination rights have been irrevocable
waived), Lender agrees to make insurance proceeds and condemnation awards
available to Borrower for repair and restoration of the Site(s).  If the above conditions are not satisfied
with respect to any casualty or condemnation as to which the insurance proceeds
or condemnation awards do not exceed the Loss Threshold, Lender, in its
absolute discretion (except as set forth below), may decide whether and to what
extent, if any, proceeds of insurance or condemnation awards will be made
available to Borrower for repair or restoration of the Site(s), but (except if
an Event of Default exists) Borrower shall be relieved of any repair or
restoration obligations to the extent that Lender does not make such proceeds
available for that purpose.


 


(b)           Loss In Excess
of Loss Threshold.  With
respect to any casualty or condemnation as to which the insurance proceeds or
condemnation awards exceed the Loss Threshold, Lender, in its absolute
discretion (except as set forth below), may decide whether and to what extent,
if any, proceeds of insurance or condemnation awards will be made available to
Borrower for repair or restoration of the Site(s), but (except if an Event of
Default exists) Borrower shall be relieved of any repair or restoration
obligations to the extent that Lender does not make such proceeds available for
that purpose.  Notwithstanding the
foregoing to the contrary, with respect to any insurance proceeds or
condemnation awards that exceed the Loss Threshold, Lender agrees to make such
casualty insurance and condemnation proceeds available to Borrower for
restoration or repair of the Real Property, provided:


 


(i)            In the case of a
condemnation, the portion of the Real Property remaining after the taking is
still an economically viable unit for the purposes set forth in the Loan
Documents in the reasonable opinion of Lender;


 


(ii)           There has been no Event of
Default under the Loan Documents in the twelve (12) months preceding the damage
or taking, and there does not then exist an Event of Default, or any state of
facts which, with the passage of time or the giving of notice, or both, would
constitute an Event of Default under any of the Loan Documents (other than an
Event of Default that will be cured by the repair of the casualty in question);


 


(iii)          Borrower can demonstrate to
Lender’s reasonable satisfaction that Borrower has the financial ability to
make all scheduled payments when due under the Loan Documents during
reconstruction from the proceeds of rent insurance and/or Borrower’s own funds;


 


21

















 


(iv)          Such damage or destruction
(or renovation or restoration of the remainder of the Site(s) in the event
of a condemnation) can be fully restored or repaired prior to the last six (6) months
of the term of the Loan;


 


(v)           The funds are released under
escrow/construction funding arrangements reasonably satisfactory to Lender;


 


(vi)          Annual income from Leases in
place and approved by Lender that are not terminable as a result of the
casualty or condemnation provide annual debt service coverage on the portion of
the Loan allocated to the Site(s) that is at least equal to that which
existed as to the Site(s) prior to such casualty or condemnation;


 


(vii)         The repairs and restoration
will restore the Improvements to substantially the size, design and utility (or
in the event of a condemnation, to an economically viable unit for purposes set
forth in the Loan Documents) as existed immediately prior to the casualty or
condemnation;


 


(viii)        Borrower can demonstrate to
Lender’s reasonable satisfaction that Borrower has the financial ability to
complete such repair and restoration from the proceeds of such insurance and
Borrower’s own funds; and


 


(ix)          if the casualty or
condemnation affects a Site owned under a ground lease, such ground lease
remains in full force and effect and is not terminable as a result of a
casualty or condemnation (or any such termination rights have been irrevocably
waived).


 


If
the conditions set forth in this Section 13 are not satisfied and Lender
elects not to make the proceeds available for the Work, then notwithstanding
anything in the Loan Documents to the contrary: 
(1) so long as there exists no Event of Default at the time of
prepayment other than one related to the casualty or condemnation in question,
such proceeds shall be applied to reduce the Indebtedness by first applying the
same to any accrued but unpaid expenses, then to any accrued but unpaid
interest and then to principal; (2) so long as there exists no Event of
Default at the time of prepayment other than one related to the casualty or
condemnation in question, any principal reduction from an early involuntary
payment as a result of the application of condemnation awards or insurance
proceeds will be at par without payment of any Prepayment Fee with respect to
such awards or proceeds and shall cause a re-calculation of debt service
payments based upon the reduced Loan balance, the remaining amortization
schedule and the Interest Rate; provided, however, that if there exists an
Event of Default other than one related solely to the casualty or condemnation
in question, a pro rata Prepayment Fee (as provided for in the Note) shall also
be due, (3) if the insurance or condemnation proceeds that Lender applies
to the Indebtedness equal or exceed the Allocated Loan Amount for the
applicable Site, and provided that no Event of Default exists (other than one
related to the casualty or condemnation in question), (y) Lender shall
release such Site from the lien and other provisions of the applicable
Portfolio Mortgage and all other Loan Documents and (z) any amount by
which such proceeds exceed the applicable Allocated Loan Amount shall be
applied to the Indebtedness (without Prepayment Fee) and shall cause a re-calculation
of debt service payments based upon the reduced Loan balance, the remaining
amortization schedule and the 


 


22

















 


Interest
Rate, and (4) if the insurance or condemnation proceeds that Lender
applies to the Indebtedness are less than the Allocated Loan Amount for the
applicable Site, Borrower shall have the right to prepay the balance of the
applicable Allocated Loan Amount at par without payment of any Prepayment Fee,
in which event Lender shall release such Site from the lien and other
provisions of the applicable Portfolio Mortgage and all other Loan Documents.


 


14.          Fire and Other
Casualty; Self-Help.  If within
one hundred twenty (120) days after the occurrence of any damage to the Site(s) in
excess of the Loss Threshold or the condemnation of any material portion of the
Site(s), Borrower shall not have submitted to Lender and received Lender’s
approval of plans and specifications for the Work pursuant to Section 12,
or shall not have obtained approval of such plans and specifications from all
Governmental Authorities whose approval is required, or if, after such plans
and specifications are approved by Lender and all such Governmental
Authorities, Borrower shall fail to promptly commence the Work, or if
thereafter Borrower fails to perform the Work diligently or is delinquent in
the payment to mechanics, materialmen or others of the costs incurred in
connection with the Work, or, in the case of any loss or damage not in excess
of the Loss Threshold, if Borrower shall fail to complete the Work promptly,
then, in addition to all other rights herein set forth, and after giving
Borrower thirty (30) days’ written notice of the nonfulfillment of one or more
of the foregoing conditions Lender, or any lawfully appointed receiver of the
Site(s), may at its respective option, and subject to the rights of tenants
under Leases, perform or cause the Work to be performed, and may take such
other steps as it deems advisable to perform the Work, and may enter upon the Site(s) for
any of the foregoing purposes, and Borrower hereby waives, for Borrower and all
others holding under Borrower, any claim against Lender or such receiver
arising out of anything done by Lender or such receiver pursuant to this
Section, and Lender may apply insurance proceeds (without the need to fulfill
the requirements of Section 13 hereof) to reimburse Lender, and/or such
receiver for all amounts expended or incurred by them, respectively, in
connection with the performance of the Work, and any excess costs shall be paid
by Borrower to Lender upon demand, with interest at the Default Rate (as
hereinafter defined), and such payment shall be secured by the lien of the
Portfolio Mortgages.  Notwithstanding the
foregoing, provided that no Event of Default exists, (1) the foregoing
time periods for obtain approvals and commencing the Work shall be extended as
reasonably necessary so long as Borrower has commenced and is diligently
pursuing cure of such matters not to exceed a total of an additional one
hundred twenty (120) days, and (2) except if an Event of Default exists,
Borrower shall be relieved of any obligation to repair or restore to the extent
that Lender elects not to make insurance or condemnation proceeds available for
such purpose.


 


15.          Rent Insurance
Proceeds.  So long as
Borrower is proceeding diligently under the terms of Section 12 and/or 13
hereof, and there is no Event of Default under the Loan Documents, then (a) Lender
shall hold the rent insurance proceeds in an interest-bearing account, with
interest for the benefit of Borrower, and (b) Lender shall each month pay
to Borrower out of the rent insurance proceeds held by Lender a sum equal to
that amount, if any, of the rent insurance proceeds paid by the insurer which
is allocable to the rental loss for the current month.  Lender, at its option, may waive any of the
foregoing conditions to the payment of rent insurance proceeds.  If Borrower does not fulfill the foregoing
conditions entitling Borrower to monthly disbursements of rent insurance
proceeds, together with the interest thereon, then such rent insurance proceeds
may be applied by Lender, at Lender’s option, to the payment of the
Indebtedness in whatever order Lender may elect.


 


23

















 


16.          Transfers;
Encumbrances.  Except as
specifically provided in this Agreement, (i) Borrower shall not transfer,
sell or assign the Portfolio Properties, any interest in the Portfolio
Properties, or any controlling interest in Borrower or any controlling interest
in an entity that owns or controls Borrower, and (ii) Borrower shall not (a) encumber
the Portfolio Properties with any lien other than the lien of the Portfolio
Mortgages, nor (b) pledge or otherwise encumber all or any of the direct
interests in any Borrower as security for any financings.  For purposes of this Section, the terms “control”
and “controlling” mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of
Borrower, whether through the ownership of voting securities, by contract or
otherwise.


 


17.          Right to
Transfer Portfolio Properties.  Notwithstanding the provisions contained in
Section 16 hereof or in any other provision of the Loan Documents,
Borrower shall have the right to a one-time sale, transfer or assignment in
whole or in part of its interest in the Portfolio Properties to any party that
is a Qualified Real Estate Investor (hereinafter defined) or that, directly or
indirectly, is at least 51% owned by one or more Qualified Real Estate
Investors (collectively, a “Permitted Transferee”), provided:


 


(a)           there is no Event of Default
under the Loan Documents at the time of transfer;


 


(b)           a property inspection by
Lender or Lender’s designee shows that all reasonably necessary maintenance on
or damage or destruction to the Portfolio Properties has been completed or
repaired (except to the extent that the same is the responsibility of the
tenant under a Lease that is in full force and effect);


 


(c)           the Debt Coverage Ratio on
the Loan exceeds 1.50 times;


 


(d)           At least thirty (30) days
prior to such a transfer, Borrower provides Lender with all of the material
provisions of such transfer, including without limitation the proposed date of
transfer, and the name, net worth, background and address of the proposed
transferee and the purchase price;


 


(e)           The proposed transferee
executes and delivers to Lender such documents as Lender may reasonably require
evidencing that the proposed transferee shall fulfill each and every obligation
of Borrower under the Loan Documents arising from and after the transfer and
that such transfer shall not affect or impair Lender’s security and rights
under the Loan Documents;


 


(f)            Except as otherwise
expressly provided below, at the closing of the assignment and assumption,
Borrower or the transferee pays Lender a non-refundable fee in the amount of
one-half of one percent (0.5%) of the then outstanding principal balance of the
Loan in cash or certified check or by wire transfer of immediately available
funds to be retained by Lender in order to induce Lender to allow the proposed
transferee to assume the obligations of Borrower under the Loan Documents;


 


(g)           the loan-to-value ratio of
the Loan based on the purchase price in the applicable sale must not exceed
sixty-two and one-half percent (62.5%) (Borrower or the transferee shall have
the right to make a partial paydown of the Loan at the time of the 


 


24

















 


transfer
to the extent necessary to satisfy this condition, subject to payment of the
Prepayment Fee);


 


(h)           Borrower provides Lender
with such evidence as Lender may reasonably require that such transfer shall
not affect or impair Lender’s security and rights under the Loan Documents; and


 


(i)            Borrower or the transferee
pays for all of Lender’s costs and expenses associated with the transfer,
including without limitation, attorney’s fees charged by Lender’s counsel.


 


If
Prime Borrower is a Publicly Traded Entity (as defined below) or is owned
(directly or indirectly) by a Publicly Traded Entity during the Term and all
other requirements of this Section 17 are satisfied, Lender agrees to
waive the requirement of payment of the fee pursuant to Section 17(f) above.  As used herein, “Publicly Traded Entity”
means an entity whose stock is listed on the New York Stock Exchange or any
other nationally recognized stock exchange.


 


As
used in this Agreement, the following terms have the following meanings:


 


“Debt
Coverage Ratio” means the ratio, as reasonably determined by Lender, of (i) Net
Operating Income from the Portfolio Properties for the applicable period of
time to (ii) Total Annual Debt Service for the applicable period of time.


 


“Net
Operating Income” means all gross income from the operation and ownership
of the Portfolio Properties for the previous twelve (12) month period from
Leases of space therein (to the extent Lender reasonably projects such income
will continue for the immediately succeeding twelve (12) month period),
including, without limitation, Rents, Taxes, fees, utility charges and all
other amounts paid by tenants under their Leases (whether payable to Borrower
or directly to third parties such as taxing authorities) (collectively, “Gross
Revenues”); subtracting therefrom, to the extent (and only to the extent)
payable by Borrower without any right of reimbursement from tenants, all
necessary and ordinary operating expenses applicable to the Portfolio
Properties for such period of time (both fixed and variable to the extent
reasonably projected by lender to continue for the next succeeding twelve (12)
month period), including but not limited to, utilities, administrative,
cleaning, landscaping, security, repairs and maintenance, ground rent payments,
management fees, real estate and other taxes, assessments and insurance, but
excluding therefrom deductions for federal, state and other income taxes, debt
service expenses, depreciation or amortization of capital expenditures and
other similar noncash items.  Gross
Revenues shall not be anticipated for any greater time period than that
approved by generally accepted accounting principles nor shall ordinary
operating expenses be prepaid. 
Documentation of Net Operating Income shall be certified by an officer
of Prime Borrower with detail reasonably satisfactory to Lender and shall be
subject to the reasonable approval of Lender.


 


“Total
Annual Debt Service” means the sum of (i) the aggregate regularly
scheduled debt service payments on the Portfolio Loan for the applicable time
period, plus (ii) the aggregate regularly scheduled debt service payments
(including principal and interest) on all other indebtedness secured by a lien
on all or part of the Portfolio Properties for the applicable time period.


 


25

















 


“Qualified
Real Estate Investor” is defined as any reputable corporation, partnership,
limited liability company, real estate investment trust, listed property trust,
bank, saving and loan association, trust company, commercial credit
corporation, public or private pension fund or endowment, joint venture,
joint-stock company, trust or other legal entity or individual (i) based
in the United States, (ii) free from any bankruptcy, reorganization or
insolvency proceedings or any criminal charges or proceedings, and
(iii) that shall not have been, at the time of transfer or within the ten (10) year
period prior thereto, a litigant, plaintiff or defendant in any suit brought
against or by Lender (other than uncontested foreclosures).  Further, a Qualified Real Estate Investor
(alone or together with entities controlled or under common control with it)
shall: (a) have a minimum net worth
of Forty Million Dollars ($40,000,000), and (b) own and/or manage at least
five million (5,000,000) square feet of industrial space or retain a property
manager reasonably acceptable to Lender.


 


18.          Right to Change
Ownership Interests in Borrower.  (a) Notwithstanding the provisions
contained in Section 16 hereof or in any other provision of the Loan
Documents, provided that there is no Event of Default under the Loan Documents,
the following transfers shall not require Lender’s consent and shall not
constitute the exercise of the one-time transfer right set forth in Section 17
above: (i) transfers of direct or indirect interests in STAG GI
Investments as long as, following any such transfer, at least 51% of STAG GI
Investments continues to be owned, directly or indirectly, by GI Investors (as
defined below) or their Affiliates and/or by STAG Investors (as defined below)
or their Affiliates; and (ii) transfers of direct or indirect interests in
Prime Borrower as long as, following any such transfer, at least 100% of Prime
Borrower is owned, directly or indirectly, by STAG GI Investments, STAG
Industrial Operating Partnership, L.P., a Delaware limited partnership, and/or
STAG Industrial, Inc., a Maryland corporation.


 


As used in this Agreement, “GI
Investors” means (i) GI STAG Investco, LLC, a Delaware limited liability
company (the “GI Member”), a member of STAG GI Investments and/or (ii) any
entity that controls, is controlled by, or under common control with, the GI
Member.


 


As used in this Agreement, “STAG
Investors” means (i) Benjamin S. Butcher, (ii) Stephen Karp, (iii) Steven
Fischman, (iv) Gregory Sullivan, (v) their family members or trusts
for the benefit of such foregoing individuals and/or their family members, and (vi) any
entity in which more than fifty percent (50%) of the beneficial interests are
directly or indirectly owned by Benjamin S. Butcher, Stephen Karp, Steven
Fischman, Gregory Sullivan, their family members and/or by trusts for the
benefit of such individuals and/or their family members.


 


Borrower
represents and warrants that a true and accurate copy of Borrower’s
organizational chart is attached hereto as Exhibit M.


 


19.          Substitution of
Collateral.  Borrower
shall have the right from time to time, provided no Event of Default or an
event or condition that, with notice or the passage of time, or both, would
constitute an Event of Default by Borrower under the Loan Documents has
occurred, to substitute other real estate collateral reasonably acceptable to
Lender in accordance with its then current underwriting standards (“Substitute
Collateral”) for any of the Sites and to obtain a release of the applicable
Site from the lien of the Loan Documents (“Substitution of 


 


26

















 


Collateral”).  Anything herein to the contrary
notwithstanding, the right may not be exercised more than two (2) times in
any 12 month period.  The Substitute
Collateral for a Site, as reasonably determined by Lender must (i) be of
similar or better quality than the existing Site, and (ii) provide similar
geographic diversification to the Portfolio Properties.  In addition, no substitution shall be allowed
that would cause: (i) the substitution of more than six (6) Sites in
the aggregate over the Term; (ii) the loan-to-value ratio of all of the
Portfolio Properties (including the proposed Substitute Collateral) as
reasonably determined by Lender immediately after the proposed substitution to
be greater than the lesser of (y) the loan-to-value ratio of all of the
Portfolio Properties immediately prior to the proposed substitution, or
(z) sixty-two and one-half percent (62.5%), or (iii)  the aggregate Debt
Coverage Ratio of all of the Portfolio Properties (including the proposed
Substitute Collateral) immediately after the proposed substitution to be less
than the greater of (y) the aggregate Debt Coverage Ratio for all of the
Portfolio Properties immediately prior to the proposed substitution, or
(z) 1.50 times.  Notwithstanding
anything to the contrary in the Loan Documents, Borrower shall have the right
to make a partial paydown of the Loan to the extent necessary to satisfy the
above requirements, subject to payment of the Prepayment Fee.


 


Lender
shall have the right to review, underwrite, accept or reject any proposed
Substitute Collateral, in Lender’s sole and absolute discretion in accordance
with its then current underwriting standards (subject to the loan-to-value and
debt coverage tests as aforesaid), including Lender’s right to review such
proposed Substitute Collateral in accordance with Lender’s customary
application and approval process. 
Without limiting the generality of the foregoing, Lender shall have the
right to review and approve:  (i) an
ALTA survey and Title Commitment, (ii) as-built plans and specifications
of all improvements, if available, (iii) certificates of occupancy, if
available, (iv) all Leases, (v) tenant estoppel certificates from
tenants occupying not less than seventy-five percent (75%) of the leasable area
of the Substitute Collateral, (vi) insurance coverage, (vii) rent
rolls, (viii) tenant lease subordination agreements from tenants occupying
not less than seventy-five percent (75%) of the leasable area of the Substitute
Collateral on forms reasonably acceptable to Lender, (ix) financial
statements, operating statements, budgets and other financial information
concerning the operation of the proposed Substitute Collateral,
(x) engineering reports, (xi) environmental reports, and
(xii) appraisals.  In the event of
any approved Substitution of Collateral, Lender shall be paid a fee in the
amount equal to Twenty Thousand Dollars ($20,000) for each proposed
substitution.  Borrower shall reimburse
Lender for all actual costs and expenses incurred in connection with any
proposed substitution or actual Substitution of Collateral, including, without
limitation, reasonable legal fees of outside counsel.  Lender shall apply diligence standards with
respect to Substitute Collateral that are generally consistent with the
standards applied in connection with the Initial Loan.


 


If
approved by Lender as provided above, the Substitute Collateral shall be
substituted so long as (a) there is as of the date of substitution no
Event of Default or an event or condition that, with notice or the passage of
time, or both, would constitute an Event of Default by Borrower under the Loan
Documents, (b) all the conditions set forth in this Section above
have been satisfied, and (c) Lender has received (i) a title insurance
policy (or an endorsement to the title policy) for the proposed Substitute
Collateral, (ii) executed and recorded, as applicable, amendments to the Loan
Documents necessary to evidence and secure the Substitute Collateral, and (iii) legal
opinions and such other items as Lender may reasonably require.


 


27

















 


20.          Prepayment
Limitations; Release of a Site.  So long as no Event of Default or an event or
condition that, with notice or the passage of time, or both, would constitute
an Event of Default by Borrower under the Loan Documents has occurred, Borrower
may from time to time request that one or more Site(s) be released from
the lien of the Loan Documents.  Lender
will grant such request(s) for release, subject to the satisfaction of the
following conditions:  (i) Borrowers
shall pay to Lender (A) one hundred ten percent (110%) of the Allocated
Loan Amount for such Site (such amount, the “Release Prepayment”), (B) if
applicable in accordance with the Portfolio Note, a pro rata Prepayment Fee calculated on such Release
Prepayment, and (C) all costs and expenses, including reasonable legal
fees of outside counsel, incurred by Lender in connection with the partial
release, and (ii) Lender shall have reasonably determined that
(A) the loan-to-value ratio of the remaining Portfolio Properties (i.e.,
without consideration of the Site(s) proposed to be released) immediately after
such proposed release will be less than or equal to the loan-to-value ratio of
the Portfolio Properties (including the Sites proposed to be released)
immediately prior to the proposed release, and in all events not more than
sixty-two and one-half percent (62.5%), and (B) the aggregate Debt
Coverage Ratio of the remaining Portfolio Properties (i.e., without
consideration of the income from and the debt service attributable to the
Allocated Loan Amount(s) applicable to the Site(s) proposed to be
released) immediately after such proposed release will be greater than or equal
to the aggregate Debt Coverage Ratio for the Portfolio Properties (including
that attributable to the Sites proposed to be released) immediately prior to
the proposed release, but in no event less than 1.50 times.  Notwithstanding anything to the contrary in
the Loan Documents, Borrower shall have the right to make a partial paydown of
the Loan to the extent necessary to satisfy the above requirements, subject to
payment of the Prepayment Fee.


 


Anything herein to the
contrary notwithstanding, (a) Borrower’s right to partial releases may not
be exercised more than two (2) times in any 12 month period, and (b) at
all times Sites shall have cumulative aggregate Allocated Loan Amounts equal to
at least Forty-Five Million Dollars ($45,000,000) and shall remain subject to
the lien of the Portfolio Mortgages.


 


Following
any Release Payment, monthly payments under the applicable Portfolio Note shall
be revised to reflect the reduction of that Portfolio Note by the applicable
Release Prepayment.  The amount by which
the Release Prepayment exceeds the Allocated Loan Amount for such Site will be
applied against the Allocated Loan Amounts in the manner determined by Lender
in its reasonable discretion.


 


If a Portfolio Property to
be released is located in a state where there are mortgage recording taxes or
fees, Lender shall, at the request of Borrower deliver an assignment of the
applicable Portfolio Mortgage rather than a release, provided that the
assignment shall be without representation or warranty by Lender (other than
that Lender is the Holder of the Loan, free of pledges or encumbrances) and the
assignment documentation otherwise shall be reasonably acceptable to Lender.


 


Upon the release of any Site
from the lien of the Loan Documents in accordance with the terms of this
Agreement, Lender promptly shall cause the applicable Portfolio Mortgage,
Assignment of Leases and Rents, Uniform Commercial Code Financing Statements
and other security documents to be released of record.


 


28

















 


21.          Representations
and Warranties.  Borrower
hereby makes the following representations and warranties to, and for the
benefit of Lender:


 


(a)           A true and accurate copy of
Borrower’s organizational chart is attached as Exhibit M.


 


(b)           Except as disclosed in
writing to Lender, no actions, suits, investigations, litigation, bankruptcy,
reorganization or other proceedings are pending at law or in equity before any
Governmental Authority, or to its actual knowledge, are threatened by any
Governmental Authority, against or affecting (A) any Borrower, (B) STAG
GI Investments, (C) GI Member, (D) STAG GI, LLC, a Delaware limited
liability company, (E) STAG Manager, LLC, a Delaware limited liability
company, (F) STAG Capital Co-Investments JV, LLC, a Delaware limited
liability company, or (G) STAG Residual JV, LLC, a Delaware limited
liability company (the entities identified in (B) through (G) collectively
referred to as the “Constituent Owners”).  None of the Borrowers or any Constituent
Owners or any manager of any Borrower have ever been adjudicated as bankrupt,
have ever filed or have had filed against them, any petition in bankruptcy or
have otherwise ever taken advantage of any bankruptcy, insolvency or other
readjustment of debt laws.


 


(c)           The execution, delivery and
performance of the Commitment, this Loan Agreement, or any of the other Loan
Documents will not constitute a breach or default under any other agreement to
which any Borrower or any other party thereto (other than Lender or Escrow
Holder) is or may be bound or affected.


 


(d)           To the actual knowledge of
Borrower, no Borrower is in violation of or in default with respect to any term
or provision of any other loan commitment, mortgage, deed of trust, indenture,
contract, or instrument applicable to such Borrower or by which such Borrower
is bound or with respect to any order, writ, injunction, decree or demand of
any court or any governmental agency or authority.


 


(e)           To Borrower’s actual
knowledge, all factual information set forth in the Commitment and its
exhibits, and all financial statements previously furnished by or on behalf of
any Borrower to Lender in connection with the Portfolio Loan and all other
submissions referred to herein or required by the Commitment are true, complete
and correct in all material respects as of the date indicated thereon, are not
misleading in any material respect as of their respective dates and do not omit
any information required to prevent such statements, loan submissions or
materials from being materially misleading under the circumstances; provided
that as to any third party reports provided to Lender by or on behalf of
Borrower, the foregoing representation of Borrower is limited to having
provided true and complete copies of such reports, and does not constitute a
representation of Borrower that all statements and conclusions therein are
accurate (although Borrower is not aware of any inaccuracy).


 


(f)            Except as disclosed to
Lender in writing, to the actual knowledge of Borrower, no material adverse
change in the financial condition of any Borrower has occurred since the date
of preparation of the most recent financial statements delivered to Lender.


 


29






 










 


(g)           Borrower
covenants as of the date hereof and until such time as the Indebtedness is paid
in full that, unless otherwise agreed to in writing by Lender, each Site
Borrower shall be a single-purpose entity, and in furtherance thereof:


 


(i)            No Site Borrower shall dissolve or liquidate (or
suffer any liquidation or dissolution).


 


(ii)           No Site Borrower will enter into any transaction of
merger or consolidation, or acquire by purchase or otherwise all or
substantially all the business or assets of, or any stock or other evidence of
beneficial ownership of, any entity, except as expressly contemplated by this
Loan Agreement.


 


(iii)          Except as otherwise provided in this Loan Agreement,
no Site Borrower will guarantee or otherwise hold out its credit as being available
to satisfy obligations of any other person or entity.


 


(iv)          Each Site Borrower was organized for the sole
purpose of acquiring leasing, managing and operating its respective Portfolio
Property and activities ancillary thereto.


 


(v)           No Site Borrower has engaged or shall engage in any
business unrelated to the acquisition, ownership, leasing, management and
operation of the Portfolio Properties and activities ancillary thereto; and the
same shall conduct and operate its business as presently conducted and operated
at all times relevant hereto.


 


(vi)          No Site Borrower has made or shall make any loans or
advances to any third party and will not pledge such Borrower’s assets for the
benefit of any third party.


 


(vii)         Each Site Borrower shall be, and at all times shall
hold itself out to the public as, a legal entity separate and distinct from any
other entity (including any Affiliate thereof) and shall otherwise conduct its
business and own its assets in its own name and shall correct any known
misunderstanding regarding its separate identity.


 


(viii)        The sole assets of each Site Borrower are, and for
the entire Term of the Loan shall be, its respective Portfolio Property(ies).


 


(ix)           Each Site Borrower shall observe all in all material
respects the formalities applicable to its form of organization.


 


22.           OFAC and Patriot Act
Provisions.


 


(a)           OFAC.  The Office of Foreign Assets Control (“OFAC”)
administers a set of laws imposing economic sanctions against hostile targets
in order to further United States national security and foreign policy
objectives.  These laws include any and
all federal laws (whether under common law, statute or otherwise), regulations,
executive orders and guidance documents 


 


30

















 


now in force, as amended
from time to time, in any way relating to regulations or prohibitions on
transactions with individuals and entities owned or controlled by, or acting
for or on behalf of, the governments of target countries or associated with
international narcotics trafficking or terrorism, and includes, without
limitation, the Trading With the Enemy Act, 50 U.S.C.A. App. §1, et seq., the
International Emergency Economic Powers Act, 50 U.S.C.A. §1701, et seq., the
United Nations Participation Act, 22 U.S.C.A. §287c, the International Security
and Development Cooperation Act, 22 U.S.C.A. §2151, et seq., the Cuban
Democracy Act 22 U.S.C.A. §6001, et seq., The Cuban Liberty and Democratic
Solidarity Act 22 U.S.C.A. §6021, et seq., the Antiterrorism and Effective
Death Penalty Act, Pub.L. 104-132, 1996 Stat. 735, the Foreign Narcotic Kingpin
Designation Act, Pub.L. 106-120, Title VIII, §801, 113 Stat. 1626, all
regulations adopted under the foregoing acts, and Executive Order 13224 (the “OFAC
Laws”).  Each Borrower represents and
warrants to Lender that it has not taken or failed to take any actions,
directly or indirectly, in violation of the OFAC Laws.


 


Each
Borrower and holders of any beneficial or ownership interest in any Borrower
agree, during the Term of the Portfolio Loan, that no interest in the Portfolio
Properties or in any Borrower will be transferred to any party in interest with
respect to any of the persons or entities listed on the OFAC Specially
Designated Nationals and Blocked Persons List, as it is amended from time to
time, nor will any actions be taken, or fail to be taken, in violation of the
OFAC Laws.


 


Borrowers
hereby jointly and severally indemnify, defend, and hold harmless Lender of,
from and against any and all losses, liabilities, damages, claims, injunctions,
suits, proceedings, disbursements or expenses (including, without limitation,
reasonable attorneys’ and experts’ fees and disbursements and court costs) of
whatever kind or nature, and whether or not incurred in connection with any
judicial or administrative proceedings, which may be imposed upon, suffered by,
incurred by, or asserted against Lender that directly or indirectly arise out
of or in connection with a breach of the representations and warranties
contained in this Section.


 


(b)           Patriot Act.  In addition to, and not by way of limitation
of, any provision of the Loan Documents regarding compliance with laws, each
Borrower hereby represents and warrants that as of the date hereof and
throughout the Term (as defined in the Portfolio Note) of the Portfolio Loan,
the following statements are and shall be true, correct and complete without
material misrepresentation or omission:


 


(i)            No Borrower
nor, to Borrower’s actual knowledge, any of its constituent members or partners
is in violation of any Anti-Terrorism Law (defined below).


 


(ii)           No Borrower
nor, to Borrower’s actual knowledge, any of its constituent members or partners
is a Prohibited Person.


 


(iii)          No Borrower
nor, to Borrower’s actual knowledge, any of its constituent members or partners
(A) conducts any business or engages in any transaction or dealing with
any Prohibited Person, including the making or receiving of any contribution of
funds, goods or services to or for the benefit of any Prohibited Person, (B) deals
in, or otherwise engages in any transaction relating to, any property or
interests in property blocked pursuant to Executive Order No. 13224; or
(C) engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose or intent of evading or 


 


31

















 


avoiding,
or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.


 


Each
Borrower covenants and agrees that upon request by Lender from time to time,
such Borrower will deliver to Lender a certification addressed to Lender
confirming such Borrower’s ongoing compliance with the foregoing requirements,
or such other evidence as may be required to enable Lender to perform its
obligations under Anti-Terrorism law. 
Each Borrower further covenants and agrees that in the event Lender
delivers to Borrowers a list of persons or entities with whom Lender is
prohibited from dealing or engaging in any transaction by any Anti-Terrorism
Law (a “Lender List”), each Borrower shall review such Lender List and
deliver a certification that conforms to clause (iii)(A) above with
respect to the persons and/or entities on the applicable Lender List.


 


As
used in this Loan Agreement, the following terms have the following meanings:


 


“Anti-Terrorism
Law” means any Law relating to terrorism or money-laundering in effect at
any time and from time to time, including Executive Order No. 13224 and
the USA Patriot Act and the regulations promulgated thereunder.


 


“Executive
Order No. 13224” means the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, relating to “Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism.”


 


“Prohibited
Person” means:


 


(i)            a person or entity
that is listed in the Annex to, or is otherwise subject to the provisions of,
Executive Order No. 13224;


 


(ii)           a person or
entity owned or controlled by, or acting for or on behalf of, any person or
entity that is listed in the Annex to, or is otherwise subject to the
provisions of, Executive Order No. 13224;


 


(iii)          a person or
entity who commits, threatens or conspires to commit or supports “terrorism” as
defined in Executive Order No. 13224;


 


(iv)          a person or
entity that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control at its official website,
http://www.treas.gov/ofac/t11sdn.pdf, or at any replacement website or other
official publication of such list.


 


“USA
Patriot Act” means the “Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001”
(Public Law 107-56).


 


Borrowers
hereby jointly and severally indemnify, defend, and hold harmless Lender of,
from and against any and all losses, liabilities, damages, claims, injunctions,
suits, proceedings, disbursements or expenses (including, without limitation,
reasonable attorneys’ and experts’ fees 


 


32

















 


and
disbursements and court costs) of whatever kind or nature, and whether or not
incurred in connection with any judicial or administrative proceedings, which
may be imposed upon, suffered by, incurred by, or asserted against Lender that
directly or indirectly arise out of or in connection with a breach of the
representations and warranties contained in this Section.


 


23.           Leases; Property Management.


 


(a)           Lease Subordination. Borrowers
have agreed under the Portfolio Mortgages and other Loan Documents that Rents
payable under any Lease affecting any of the Portfolio Properties shall (after
the notice to the tenant described in the following sentence) be paid directly
by the tenant to Lender upon any Event of Default under the Loan Documents.  Borrowers agree that after a tenant’s receipt
of notice from Lender to such tenant that rentals under its Lease should be
paid to Lender, such tenant may pay to Lender, or at the direction of Lender,
all monies due or to become due to the landlord under such Lease, and that such
tenant shall have no responsibility to ascertain whether such demand by Lender
is permitted under the Loan Documents, or to inquire into the existence of an
Event of Default.  Each Borrower hereby
waives any right, claim, or demand it may now or hereafter have against any
such tenant by reason of such payment to Lender, and any such payment shall
discharge the obligations of such tenant to make such payment to the landlord
under the applicable Lease.


 


(b)           Lease Approvals.  Except as provided herein, all leases and any
amendments, modifications, replacements, extensions, renewals, terminations
(except on account of a tenant default), subleases or assignments thereof (each
a “Lease” and collectively, the “Leases”) executed after the date
hereof must be submitted to Lender for prior written approval accompanied by
the proposed Lease and supporting economic data in reasonable detail.  Lender shall use commercially reasonable
efforts to respond within ten (10) Business Days from its receipt of a
written request for approval.  Lender’s
approval shall not be unreasonably withheld and shall be deemed given if Lender
fails to respond in writing within thirty (30) days from its receipt of a
written request for approval and supporting documentation, provided, however,
Lender’s approval shall not be deemed given in such event where the proposed
Lease contains any provision which would materially impair Lender’s lien on
such Site.  Borrower shall promptly
deliver to Lender a fully-executed copy of all such approved Leases.


 


Notwithstanding
the forgoing provisions, whenever Lender’s approval or consent is required
pursuant to the above provisions of this Section 23(b), Borrower shall
have the right to submit a term sheet or letter of intent of such transaction
to Lender for Lender’s approval prior to the submission of the proposed
lease.   Any such term sheet or letter or
intent submitted to Lender shall set forth all material terms of the proposed
transaction including, without limitation, identity of tenant, square footage,
term, rent, rent credits, abatements, work allowances and tenant improvements
to be constructed by Borrower.  Lender’s
approval shall not be unreasonably withheld and shall be deemed given if Lender
fails to respond in writing within thirty (30) days from its receipt of a
written request for approval and supporting documentation, provided, however,
Lender’s approval shall not be deemed given in such event where the proposed
Lease contains any provision which would materially impair Lender’s lien on
such Site.  Borrower shall promptly
deliver to Lender a fully-executed copy of all such approved Leases.


 


33

















 


Notwithstanding the
foregoing or the provisions of Section 8 of the Portfolio Mortgages or any
other provision of the Loan Documents, for so long as there is no Event of
Default under any of the Loan Documents, nor any event or condition that, with
notice or the passage of time, or both, would constitute an Event of Default,
Lender shall waive its requirement to approve all Leases provided the following
requirements are met (the “Approval Waiver Requirements”):


 


(i)            The Lease
covers an area no greater than 100,000 square feet of net rentable area;


 


(ii)           The Lease is
written on a standard form of lease which Lender has previously approved in
writing, with no material changes that are adverse to the interest of landlord
(or, in the case of a renewal, is on the same form as the existing Lease);


 


(iii)          The length of
the Lease term is not less than one (1) year and no greater twenty (20)
years, including any renewal or extension options;


 


(iv)          The effective
Rent provided for over the Lease term is consistent with the then current
market effective rent of comparable space in competitive properties.  The schedule of Rent shall not decline over
the term of the Lease, including any extension;


 


(v)           The Lease does
not (i) grant the tenant any purchase option or right of first refusal to
purchase all or any portion of the Portfolio Property, (ii) grant the
tenant any interest in the ownership of the Portfolio Property or provide any
incentives equivalent to an ownership interest in the Portfolio Property, or
(iii) otherwise contain terms that would cause a material impairment of
the Lender’s security;


 


(vi)          The Lease does
not provide for the payment for tenant improvement work or leasing commissions,
or the granting of any rental concessions, at any time other than at or about
the commencement of the Lease;


 


(vii)         The Lease shall
be an arms length transaction and not be to Borrower, an Affiliate of Borrower,
or a creditor of Borrower, and Borrower shall not assign any portion of the
Rent to any third party; and


 


(viii)        The tenant
shall be obligated to take possession promptly upon completion of any required
improvements to the leased premises.


 


Notwithstanding
the Approval Waiver Requirements, Lender agrees to conditionally modify
subsection (i) above by increasing the square footage requirement to
200,000 square feet, provided that all other requirements of subsections (ii) through
(viii) are met.  Borrower
acknowledges that Lender will from time to time review and evaluate the status
of the Loan and that Lender shall retain the right, in its sole discretion, to
reinstate the lower square footage requirement at any time and for any
reason.  Upon Borrower’s receipt of
Lender’s written notice to reinstate the lower square footage requirement, the
square footage requirement shown in subsection (i) above shall be
immediately reinstated.


 


34

















 


Lender
agrees to enter into non-disturbance and attornment agreements with tenants
under approved Leases, provided that each such agreement is substantially in
the form attached hereto or is otherwise reasonably acceptable to Lender.


 


(c)           Property Management.  Borrower shall not be required to engage a
third party property manager for any of the Sites.  If, however, any of the Sites is subject to a
third party management agreement (the “Management Agreement”), the
management company and the form and substance of the Management Agreement shall
be subject to Lender’s written approval (which shall not be unreasonably
withheld or delayed).  Any such
Management Agreement may not be modified or amended in any material respect, nor
any successor management agreement entered into, nor any management company
appointed, without Lender’s prior written approval (which shall not be
unreasonably withheld or delayed), and any attempted change to any such
Management Agreement without such consent shall be void.  Any such Management Agreement and any
successor management agreement, and any liens and rights to payment to which
the manager under any such Management Agreement or any successor management agreement
may be entitled, shall be expressly subordinate to the lien and to the terms
and conditions of the Portfolio Mortgages or terminable without cause upon
thirty (30) days’ prior written notice, and may not be modified or amended in
any material manner without Lender’s prior written approval, which approval
shall not be unreasonably withheld or delayed. 
Except to the extent otherwise required by applicable law, management
fees shall not constitute a lien upon the Security (as defined in the Portfolio
Mortgages).


 


24.           Financial Reporting.  On an ongoing basis, Borrower will give to
Lender the following financial statements and information, all of which reports
shall be in hardcopy and electronic format (and prepared utilizing tax basis
accounting rather than GAAP, unless Borrower elects to report using GAAP
accounting):


 


(a)           a quarterly
rent roll, delivered within twenty (20) days after the end of the calendar
quarter;


 


(b)           quarterly
financial statements including a balance sheet and a statement of revenues and
expenses, within twenty (20) days after the end of each calendar quarter;


 


(c)           annual audited
balance sheets for the Portfolio Properties and annual audited financial
statements for Borrower, within ninety (90) days after the end of each calendar
year;


 


(d)           annual capital
expenditure summaries for the Portfolio Properties, within ninety (90) days
after the end of the calendar year; and


 


(e)           such other
financial information as Lender or any rating agency may reasonably request in
writing.


 


In
addition to the regularly scheduled reports required above, Borrower agrees to
provide Lender within five (5) Business Days of a written request herefore
the following:  (i) a current rent roll,
(ii) a balance sheet and year-to-date operating statements for the Portfolio
Properties certified as accurate in all material respects by the Borrower, and
(iii) if the any Portfolio Property is operated as a shopping center, all
sales information of tenants and anchors that make 


 


35

















 


up
the center (total sales and sales per square foot) and that report sales to
Borrower.  Unless an Event of Default
exists, Lender agrees not to request items (i)-(iii) above more than two (2) times
in any twelve (12) month period. 
Borrower also agrees to cooperate as reasonably requested with Lender
and Lender’s loan servicer in providing information and access to the Portfolio
Properties in connection with the annual inspection of the Portfolio
Properties, or such other inspections as Lender may reasonably require.


 


Notwithstanding
the provisions of Sections (a) and (b) above, Lender agrees to
conditionally modify such reporting requirements on the terms set forth below,
but shall retain the right, in its sole discretion and at any time and from
time to time, to reinstate such requirements of subsections (a) and (b) by
written notice to Borrower effective upon receipt by Borrower of such notice:


 


(i)            Subsection (a) above
shall be modified such that Borrower shall be required to submit the rent roll
described therein annually, instead of quarterly; and


 


(ii)           Subsection (b) above
shall be waived.


 


If
Borrower omits to prepare and deliver promptly any report required by this
Section, Lender may, following written notice to Borrower and its continuing
failure to cure within ten (10) Business Days, elect, in addition to
exercising any remedy for an Event of Default as provided for in this Loan
Agreement or any other Loan Document, to make an audit of all books and records
of Borrower, including without limitation each Borrower’s bank accounts, which
in any way pertain to the Portfolio Properties, and to prepare the statement or
statements which Borrower failed to procure and deliver.  Such audit shall be made and such statements
shall be prepared by an independent Certified Public Accountant to be selected
by Lender.  Borrower shall pay all
out-of-pocket expenses of the audit and other services, which expenses shall be
secured hereby as part of the Indebtedness and shall be immediately due and
payable with interest thereon at the Default Rate.


 


Lender
shall afford any information received pursuant to this Section the same
degree of confidentiality that Lender affords similar information proprietary
to Lender; provided, however, that Lender does not in any way warrant or
represent that such information received from Borrower will remain
confidential, and, provided further, that Lender shall have the unconditional
right to disclose, as necessary, any such information in the event Lender
sells, transfers, conveys, or assigns the Portfolio Mortgages or any portion of
the Indebtedness.


 


25.           Plans and Specifications.  Borrowers shall keep and maintain, at the
applicable Site or at Prime Borrower’s corporate office specified in the notice
provisions of this Agreement, any as-built plans and specifications for each
Site, to the extent in Borrower’s possession or control, for inspection by
Lender or its agent upon reasonable prior notice.  Upon Lender’s request, Borrowers shall also
send copies of any plans to Lender or its agent to the extent that the same are
in Borrower’s possession or control.


 


26.           Repair; Alterations; Waste;
ADA.  Borrower shall keep, or cause
to be kept, all of the Portfolio Properties in good and substantial repair, and
expressly agree that they will neither permit nor commit any physical waste
upon the Portfolio Properties, nor do any act or suffer or permit any act to be
done, whereby the lien of the Portfolio Mortgages  may be impaired and 


 


36

















 


shall comply, or cause the
compliance, in all material respects with all zoning laws, building codes,
subdivision laws, environmental laws, and other laws, ordinances, rules and
regulations made or promulgated by any government or municipality, or by any
agency thereof or by any other lawful authority, which are now or may hereafter
become applicable to the Portfolio Properties. 
Subject to the provisions of Sections 12, 13 and 14, Borrower shall
repair or restore, or cause the repair or restoration of, any building now or
hereafter under construction on the Portfolio Properties and shall complete, or
cause the completion of, the same within a reasonable period of time.  Borrower shall not initiate or acquiesce in
any zoning variance or reclassification, without Lender’s prior written
consent.  Except to the extent required
under any Lease approved by Lender or otherwise entered into in accordance with
the Loan Documents or as required by applicable law, Borrower shall not
construct any additional building or buildings or make any other material improvements
on the Land, nor materially alter, remove or demolish any building or other
Improvements on the Land, without the prior written consent of Lender, which
shall not be unreasonably withheld, conditioned, or delayed.


 


Without
limiting the generality of the foregoing, Borrower covenants that the Portfolio
Properties, to the extent applicable, and any additions or alterations thereto,
shall be maintained in material compliance with the provisions of the Americans
with Disabilities Act of 1990, including all regulations promulgated
thereunder, as heretofore and hereinafter amended (the “ADA”), except
for any non-compliance disclosed in writing to Lender before the date hereof
(or, with respect to any Additional Portfolio Property, disclosed before the
Additional Advance with respect to such Additional Portfolio Property).  Furthermore, Borrower shall keep Lender
informed from time to time if changed circumstances require Borrower to
implement actions to ensure compliance with the ADA.


 


If
Borrower fails to observe any of the provisions of this Section, or suffers or
permits any Event of Default to exist under this Section, Lender or a lawfully
appointed receiver of the Portfolio Properties at its option, from time to
time, may, after written notice to Borrower and its continuing failure to cure
within thirty (30) days of such notice (except in the case of an emergency,
where no notice or cure period shall be applicable), perform, or cause to be
performed, any and all repairs and such other work as it deems necessary to
bring the Portfolio Properties into compliance with the provisions of this Section and
may enter upon the Portfolio Properties for any of the foregoing purposes, and
Borrower hereby waives any claim against Lender and/or such receiver, arising
out of such entry or out of any other act carried out pursuant to this
Section.  If Borrower has commenced and
is diligently pursuing any required cure under this Section, the time for
Borrower to complete such cure shall be extended as reasonably necessary, not
to exceed a total of one hundred twenty (120) days.   Borrower shall upon demand repay to Lender
and such receiver, with interest at the Default Rate, all amounts expended or
incurred by them, respectively, in connection with any action taken pursuant to
this Section, and such repayment shall be secured by the lien of the Portfolio
Mortgages.


 


Borrower
hereby covenants to maintain as part of the Portfolio Properties, at all times
during the term of the Loan, the greater of: (a) the current number of
parking spaces per Site, or (b) sufficient parking spaces to comply with
all applicable governmental and private laws, rules, regulations, ordinances,
approvals and agreements, any applicable ground lease of a Site and all Leases.


 


37

















 


27.           [Intentionally deleted].


 


28.           General Reserve Escrow
Agreement.  Borrower
and Lender have entered into a General Reserve Escrow and Security Agreement of
even date herewith (the “General Reserve Escrow Agreement”), the terms
of which provide for monthly deposits of an amount equal to eight (8) basis
points of the principal balance of the Loan outstanding from time to time (the “Monthly
Reserve Deposit”) into an escrow account (the “Reserve Escrow Account”)
for the purpose of establishing a reserve for replacement and third party
capital costs, including, but not limited to, repairs, replacements, tenant
improvements, and leasing commissions, subject to the Deposit Threshold, all as
more particularly provided in the General Reserve Escrow Agreement.  The General Reserve Escrow Agreement is an
additional Loan Document, and the obligations thereunder are secured by the
Portfolio Mortgages and the other Loan Documents.


 


29.           Event of Default.  Each of the following shall constitute an
event of default (“Event of Default”) hereunder:


 


(a)           Monetary and Performance
Defaults.


 


(i)            Failure to make
(A) any scheduled Monthly Payment due under the Portfolio Note (other than
the final payment and Prepayment Fee) on or before the fifth (5th) Business Day after such
payment is due, (B) the final payment and Prepayment Fee under the
Portfolio Note when due, whether at maturity, by reason of acceleration, as
part of a prepayment or otherwise, or (C) any scheduled escrow payment due
under any Loan Document within five (5) Business Days after such payment
is due; or


 


(ii)           Breach or
default in the performance of any of the other monetary or non-monetary
covenants or agreements of Borrowers contained herein or in any of the Loan
Documents (“Performance Default”), if such Performance Default shall
continue for thirty (30) days or more after written notice to a Borrower from
Lender specifying the nature of the Performance Default; provided, however,
that if such Performance Default is of a nature that it cannot be cured within
the thirty (30) day period, then Borrower shall not be in default so long as
Borrower have commenced and thereafter diligently pursue such cure to
completion and provided further that such cure occurs within a reasonable
period of time but in no event greater one hundred twenty (120) days after the
date of the original written notice of the Performance Default.   Notwithstanding the foregoing, if the breach
or default is one that is defined as an Event of Default elsewhere in any of
the Loan Documents, then Borrower shall not be entitled to any notice or cure
period upon the occurrence of such breach or default except for such notice and
cure periods, if any, as may be expressly granted in such other defined Event
of Default; or


 


(iii)          any Borrower
changes its name, its organizational identification number, if it has one, its
type of organization, or its jurisdiction of organization without giving Lender
thirty (30) days’ prior notice.


 


(b)           Bankruptcy, Insolvency,
Dissolution.


 


(i)            Any court of
competent jurisdiction shall enter an order (A) adjudicating any Borrower
or any general partner of any Borrower bankrupt or insolvent,


 


38














 


(B) appointing
a receiver, trustee or liquidator of any of the Portfolio Properties or of a
substantial part of the property of any Borrower or any general partner of any
Borrower, or (C) approving a petition for, or effecting an arrangement in
bankruptcy, or any other judicial modification or alteration of the rights of
Lender or of other creditors of any Borrower or any general partner of any
Borrower, in each case unless such order is discharged,
stayed or dismissed within one hundred and twenty (120) day; or


 


(ii)           any Borrower or
any general partner of any Borrower shall (A) apply for or consent to the
appointment of a receiver, trustee or liquidator for it or for any of its
property, (B) as debtor, file a voluntary petition in bankruptcy, or
petition or answer seeking reorganization or an arrangement with creditors or
to take advantage of any bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against it and any proceeding under
such law, (C) admit in writing an inability to pay its debts as they
mature, or (D) make a general assignment for the benefit of creditors; or


 


(iii)          An involuntary
petition in bankruptcy is filed against any Borrower or any general partner of
Borrower and the same is not vacated or stayed within one hundred and twenty
(120) days of the filing date.


 


(c)           Misrepresentation.  Any Borrower makes or furnishes a
representation, warranty, statement, certificate, schedule and/or report to
Lender in or pursuant to any of the Loan Documents that is false or misleading
in any material respect as of the date made or furnished; provided, however,
that if such misrepresentation was unintentional and is susceptible of cure, Borrower
shall have thirty (30) days following written notice from Lender to cure the
same to Lender’s reasonable satisfaction (for purposes of the foregoing, the
term “material respect” shall mean that the information which is false
or misleading, if fairly presented, would reflect a material adverse change in
the value, financial condition or operations of the Prime Borrower from that
which was represented or warranted).


 


(d)           Breach of Due on Sale or
Encumbrance Provision.  Any
occurrence of a prohibited Transfer or voluntary encumbrance under Section 16
hereof, except to the extent otherwise allowed by the Loan Documents.


 


(e)           Other Loan Documents.  An “Event of Default” shall have occurred
under or as defined in any of the Portfolio Notes, the Portfolio Mortgages or
the other Loan Documents after any applicable notice and cure period (if any).


 


30.           Remedies.  If an Event of Default shall occur, Lender
shall have all of the rights and remedies available to it under any one or more
or all of the Portfolio Notes, the Portfolio Mortgages and the other Loan
Documents, at law, in equity, or by statute. 
No remedy herein conferred upon or reserved to Lender is intended to be
exclusive of any other remedy provided in the Loan Documents or by law, but
each shall be cumulative and shall be in addition to every other remedy given
under the Loan Documents or now or hereafter existing at law or in equity or by
statute.  No delay or omission of Lender
to exercise any right or power accruing upon any Event of Default shall impair
any right or power or shall be construed to be a waiver of any Event of Default
or any acquiescence therein.  Every power
and remedy given by any one or 


 


39

















 


more of the Portfolio Notes,
the Portfolio Mortgages and the other Loan Documents to Lender may be exercised
separately, successively or concurrently from time to time as often as may be
deemed expedient by Lender.  Lender may
exercise its remedies under any one or more of the Loan Documents and not under
others at its sole discretion.


 


31.           Acceleration Interest.  In addition to any late payment charge which
may be due under the Notes, this Loan Agreement, the Portfolio Mortgages or any
other Loan Document (but without duplication thereof), following an Event of
Default all sums due hereunder or under any other Loan Document shall bear
interest at a rate (the “Default Rate”) equal to the lesser of
(a) the interest rate set forth in the Notes plus four percent (4%) per
annum, or (b) the maximum rate permitted by law, from and after the first
to occur of the following events: (i) if Lender elects to cause the
acceleration of the Indebtedness; (ii) if a petition under Title 11 of the
Bankruptcy Code, shall be filed by or against Borrower or if Borrower shall
seek or consent to the appointment of a receiver or trustee for itself or for
any of the Portfolio Properties, file a petition seeking relief under the
bankruptcy or other similar laws of the United States, any state or any
jurisdiction, make a general assignment for the benefit of creditors, or be
unable to pay its debts as they become due; (iii) if a court shall enter
an order, judgment or decree appointing, with or without the consent of
Borrower, a receiver or trustee for any of them or for any of the Portfolio
Properties or approving a petition filed against Borrower which seeks relief
under the bankruptcy or other similar laws of the United States, any state or
any jurisdiction, and any such order, judgment or decree shall remain in force,
undischarged or unstayed, sixty (60) days after it is entered; or (iv) if
all sums due hereunder are not paid on the Maturity Date as set forth in the
Note.


 


32.           Late Charge.  If any scheduled Monthly Payment due under
the Notes or scheduled escrow payment is not paid when due, without regard to
any notice and/or grace period, Borrower shall pay to Lender a one-time late
charge equal to the lesser of four percent (4%) of such installment or the
maximum amount allowed by law, as the reasonable estimate by Lender and
Borrower of a fair average compensation for the loss that may be sustained by
Lender due to the failure of Borrower to make timely payments, and such amount
shall be secured hereby, provided that such late charge shall in no event apply
to the principal balance of the Loan at maturity or upon acceleration following
an Event of Default.  Such late charge
shall be paid without prejudice to the right of Lender to collect any other
amounts provided to be paid or to declare an Event of Default under this Loan
Agreement or any other Loan Document.


 


33.           Estoppel Certificate.  Borrower, within fifteen (15) days after
written request from Lender, will furnish a signed statement in writing, duly
acknowledged, of the amount then due or outstanding hereunder and whether or
not, to Borrower’s actual knowledge, any offsets or defenses exist against the
Indebtedness, and if so, specifying such offsets and defenses.  Upon request by Lender, Borrower shall use
commercially reasonable efforts to exercise any right it may have to request an
estoppel certificate from any or all of the tenants of the Portfolio Properties
within ten (10) Business Days following Lender’s reasonable request,
provided that so long as there is no uncured Event of Default, Lender shall not
request an estoppel certificate from any tenant more than once in any twelve
(12) month period.


 


34.           Nonrecourse.  No direct or indirect owner of any Borrower,
nor any officer, director, manager, advisor, trustee, employee, agent or
representative of any Borrower, shall be personally liable for the payment of
any Indebtedness due hereunder or under the other Loan 


 


40

















 


Documents or for the
performance of any obligations of any Borrower hereunder or under the other Loan
Documents, nor, except as expressly provided below in this Section 34,
shall any Borrower be personally liable for such obligations.  Except as provided below, no judgment for the
repayment of the Indebtedness or interest thereon will be enforced against any
Borrower personally or against any property of any Borrower other than the
Security and any other security furnished under the Loan Documents in any
action to foreclose the Portfolio Mortgages
or to otherwise realize upon any security furnished under the Loan Documents or
to collect any amount payable hereunder or under the other Loan Documents.


 


Nothing
herein contained, however, shall be construed as prohibiting Lender from
exercising any and all remedies which the Loan Documents permit, including,
without limitation, the right to bring actions or proceedings against any
Borrower and to enter a judgment against any Borrower, so long as the exercise
of any remedy does not extend to execution against or recovery out of any
property other than the Security furnished to Lender under any of the Loan
Documents.


 


Notwithstanding
any of the foregoing, except as set forth in this Loan Agreement:


 


(a)           Borrowers shall be fully and
personally liable for the following acts and omissions to the extent shown
below, after any applicable notice and cure periods (if any) set forth herein
or in any applicable Loan Documents:


 


 


	
  ACT
  OR OMISSION:

  	
   

  	
  LIABILITY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
  Any Borrower
  misappropriates any condemnation or insurance proceeds attributable to the
  Real Property,

  	
   

  	
  To the extent of such
  misappropriation;

  
	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
  Any Borrower
  misappropriates any security deposits or reserves attributable to the Real
  Property,

  	
   

  	
  To the extent of such
  misappropriation;

  
	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
  Any Borrower collects
  rents in advance in violation of any covenant under the Loan Documents,

  	
   

  	
  To the extent of such
  rents collected in advance;

  
	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
  Any Borrower commits any
  (1) fraud, (2) intentional and material misrepresentation, (3) grossly
  negligent misrepresentation, or (4) physical waste of the Real Property,

  	
   

  	
  To the extent of any
  remedies available at law or in equity;

  



 


41

















 


	
  ACT
  OR OMISSION:

  	
   

  	
  LIABILITY:

  
	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
  Gross revenues from the
  Real Property are sufficient to pay any regularly scheduled payment of the
  Indebtedness then due and payable, operating and maintenance expenses
  (including real estate taxes) then due and payable, insurance premiums then
  due and payable, deposits then required to be made into a reserve account, or
  other sums then required to be paid by the Loan Documents, and any Borrower
  fails to make such payments or deposits when due,

  	
   

  	
  To the extent of any funds
  diverted by any Borrower (or anyone acting on such Borrower’s behalf) from
  such payments or expenses during the period six (6) months prior to
  Lender’s notice of acceleration through the date Lender takes title to the
  Real Property; and

  
	
   

  	
   

  	
   

  	
   

  
	
  (vi)

  	
  Any Borrower or, to the
  extent applicable, any tenant under a Lease that is obligated to maintain
  insurance pursuant to the terms of such Lease, fails to maintain the levels,
  coverages and maximum deductibles of insurance required under the Loan
  Documents, to the extent that a casualty or liability occurs or arises and
  insurance proceeds would have been available had such insurance been
  maintained,

  	
   

  	
  In the amount of the loss
  incurred as the result of such uninsured casualty or uninsured liability.

  



 


(b)           There shall be no limitation
on or prejudice to the rights of Lender to proceed against any person or
entity, including, without limitation, any Borrower, or on the exercise of any
of Lender’s rights under any indemnity from Borrower to Lender;


 


(c)           There shall be no limitation
on or prejudice to the rights of Lender to proceed against any entity or person
whatsoever, including, without limitation, any Borrower, with respect to the
enforcement of any guarantees of the Indebtedness or other sums due hereunder
or under any of the other Loan Documents or any part thereof, any master
leases, or any similar rights of payment.


 


35.           Notices.  Any notice, demand, request, statement,
consent or other communication made hereunder shall be in writing, signed by
the party giving such notice, request, demand, statement, consent or other
communication, and shall be deemed to have been properly given when either
delivered personally (whether or not refused by the recipient), delivered to a
reputable overnight delivery service providing a receipt or deposited in the
United States mail, postage prepaid and registered or certified return receipt
requested, at the address set forth below, or at such other address within the
continental United States of America as may have theretofore have been
designated in writing.  The effective
date of any notice given as aforesaid shall be the date of personal service or
refusal thereof, one (1) Business Day after


 


42

















 


delivery to such overnight
delivery service, or three (3) Business Days after being deposited in the
United States mail, whichever is applicable. 
For purposes hereof, the addresses are as follows:


 


If
to Lender:


 


Connecticut
General Life Insurance Company


c/o
CIGNA Investments, Inc.


900
Cottage Grove Road, Wilde Building


Hartford,
CT 06152


Attn:  Debt Asset Management, A4CRI


 


With copies to:


 


CIGNA Corporation 

900 Cottage Grove Road, Wilde Building

Hartford, CT  06152

Attn:  Real Estate Law, A5LGL


 


and


 


Nutter, McClennen &
Fish, LLP


155 Seaport Boulevard


Boston, Massachusetts
02210-2604


Attn:  Beth H. Mitchell, Esq.


 


If to Borrower:


 


c/o STAG Capital Partners,
LLC


99 Chauncy Street


Boston, MA 02111


Attn:  Benjamin S. Butcher


 


and


 


c/o GI Partners


2180 Sand Hill Road, Suite 210


Menlo Park, CA 94025


Attn:  Alexander Fraser


 


43

















 


With copies to:


 


c/o STAG Capital Partners,
LLC


99 Chauncy Street


Boston, MA 02111


Attn:  General Counsel


 


and


 


DLA Piper LLP (US)


33 Arch Street


Boston, MA 02110


Attn:  Barbara A. Trachtenberg, Esq.


 


and


 


Paul Hastings Janofsky &
Walker LLP


695 Town Center Drive, 17th Floor


Costa Mesa, CA 92626


Attn:  John Simonis, Esq.


 


36.           Participation.  Borrowers
acknowledge that Lender may sell, transfer or assign the Portfolio Loan, or any
interest therein (whether by the issuance of participation certificates in
private unrated transactions, or in connection with a securitization of the
Portfolio Loan individually or as part of a pool of loans in a public or
private rated transaction, or otherwise). 
In connection therewith, Borrowers agree that Lender shall be entitled
to disclose, as Lender may deem necessary or desirable, to any and all
investors, purchasers, transferees, servicers, participants, investors, rating
agencies or organizations maintaining databases on the underwriting and
performance of commercial mortgage loans, all documents and information that
Lender has or may hereafter acquire relating to the Portfolio Loan, whether
furnished by Borrowers or any guarantor or indemnitor.  Upon the assignment and assumption of the
entire outstanding portion of the Portfolio Loan, the assigning Lender shall
thereafter be released from its obligations and liability hereunder arising
from and after such assignment. 
Borrowers agree that all of the rights and remedies of Lender in
connection with the interest so assigned shall be enforceable against Borrowers
by such assignee with the same force and effect and to the same extent as the
same would have been enforceable by the assigning Lender but for such
assignment.  Notwithstanding anything in Section 37
hereof or any other provision of the Loan Documents, (a) in no event shall
Borrowers bear or be responsible for any costs of Lender incurred in connection
with any assignment, participation, securitization, syndication or any similar
transaction engaged in by Lender in connection with the Loan and (b) Lender
named herein agrees to retain primary servicing responsibility for the Loan
until the expiration of the Advancement Period.


 


37.           Lender Costs and Expenses.  Lender agrees that any cost, fee, expense or
other charge (including attorneys’ fees and expenses) for which Lender seeks or
is entitled to reimbursement from Borrowers or any related party under or in
connection with the Loan Documents shall be reasonable in amount, except that
no such limitation shall apply to any cost,


 


44

















 


fee, expense or other charge
(including attorneys’ fees and expenses) that arise after the occurrence and
continuance of, or are incurred in connection with or as a result of, an Event
of Default.  Whenever a Borrower’s
payment of Lender’s attorneys’ fees is referred to or required in the Loan
Documents, such reference to “attorneys’ fees” shall be deemed to refer to the
fees and expenses of Lender’s outside counsel and Lender’s in-house or staff
counsel.


 


38.           Further Assurances.  Each Borrower, from time to time, will
execute, acknowledge, subscribe and deliver to or at the direction of Lender
such documents and further assurance as Lender may reasonably require for the
purpose of evidencing, perfecting or confirming the lien and security interest
created by the Portfolio Mortgages or the security to be afforded by the other
Loan Documents, provided that in no case shall any such document or further
assurance materially increase the obligations or materially decrease the rights
of any Borrower under the Loan Documents. 
Without limiting the foregoing and notwithstanding anything in the
Portfolio Mortgages or other Loan Documents to the contrary, Borrowers hereby
jointly and severally defend, indemnify and hold Lender harmless with respect
to any suit or proceeding in which the validity, enforceability or priority of
any such lien or security interest, or both, is endangered or contested,
directly or indirectly.  If Borrowers
fail to undertake the defense of any such claim in a timely manner or, in
Lender’s sole determination, fail to prosecute such defense with due diligence,
then, after ten (10) Business Days’ notice to Borrowers, Lender is
authorized to take, at the sole expense of Borrowers, all necessary and proper
action in defense of any such claim, including, without limitation, the
retention of legal counsel, the prosecution or defense of litigation and the
compromise or discharge of claims, including payment of all costs and attorneys’
and paralegals’ fees.  All costs,
expenses and losses, if any, so incurred by Lender, including all attorneys’
and paralegals’ fees, regardless of whether suit is brought, for all
administrative, trial and appellate proceedings, if any, will constitute
advances by Lender as provided in the Portfolio Mortgages.


 


39.           Continued Existence.  Each Site Borrower shall at all times during
the Term (as defined in the Note) of the Portfolio Loan maintain its legal
existence and qualification to do or transact business in the state in which
the Site it owns is located.  So long as
any portion of the Portfolio Loan remains outstanding, each Borrower will
provide Lender with thirty (30) days’ prior written notice of any change in
such Borrower’s name, organizational identification number, state of
organization or, if any individual, principal residence.


 


40.           Rights Personal to Borrowers.  The rights granted to Borrowers in this Loan
Agreement shall be personal to Borrowers and shall not inure to the benefit of
any subsequent owner of any of the Portfolio Properties, except in the case of
a transfer permitted in accordance with the terms of the Loan Documents.


 


41.           Master Loan Agreement
Governs.  In the event of any conflict
or inconsistency between the terms and provisions hereof and those of any of
the other Loan Documents (including, without limitation, the Commitment), the
terms and provisions hereof shall govern and control to the extent of such
conflict or inconsistency.


 


45

















 


42.           Miscellaneous.


 


(a)           Amendment and Waiver.  This Agreement may not be amended except by a
writing signed by Lender and Borrowers, nor shall observance of any term of
this Agreement be waived except with the written consent of the Lender.


 


(b)           Governing Law.  Except as may be otherwise expressly provided
in this Loan Agreement or in any other Loan Document, all claims relating, in
any way, to the negotiation and/or consummation of the Portfolio Loan, Lender’s
relationship with Borrower in connection with the Portfolio Loan and/or the
performance of any obligation under this Loan Agreement or any of the other
Loan Documents shall in all respects be governed, construed, applied and
enforced in accordance with the internal laws of the Commonwealth of
Massachusetts (the “State”) without regard to principles of conflicts of
law.  Notwithstanding the foregoing
choice of law:


 


(a)           the procedures
governing the creation, perfection and priority of the liens pertaining to the
Security and the enforcement by
Lender of its rights and remedies under the Portfolio Mortgages and the other
Loan Documents with respect to the Security, including without limitation,
actions for foreclosure, for injunctive relief or for appointment of a
receiver, shall be governed by the laws of the state where the Security is located;
and


 


(b)           Lender shall
comply with applicable law in the state where the Security is located to the
extent required by the law of such jurisdiction in connection with the
foreclosure of the liens created by the Portfolio Mortgages and the other Loan
Documents with respect to the Security.


 


Nothing
contained herein or in any provisions of the other Loan Documents shall be
construed to provide that the substantive law of the state where the Security
is located shall apply to any parties’ rights and obligations under any of the
Loan Documents, which, except as expressly provided above, are and shall
continue to be governed by the substantive law of the State.  In addition, the fact that portions of the
Loan Documents may include provisions drafted to conform to the law of the
state where the Security is located is not intended, nor shall it be deemed, in
any way, to derogate the parties’ choice of law as set forth or referred to in
this Loan Agreement or in the other Loan Documents.  The parties further agree that, subject to
clauses (a) and (b) above, Lender may enforce its rights under the
Loan Documents, including, without limitation, its rights to sue Borrower or to
collect any outstanding Indebtedness in accordance with the State law.


 


Borrower
hereby consents to personal jurisdiction in any state or federal court located
within the State, as well as to the jurisdiction of all courts from which an
appeal may be taken from the courts within the State, for the purposes of any
suit, action or other proceeding arising out of, or with respect to, any of the
Loan Documents, the negotiation and/or consummation of the Portfolio Loan,
Lender’s relationship with Borrower in connection with the Portfolio Loan
and/or the performance of any obligation or the exercise of any remedy under
any of the Loan Documents, and expressly waives any and all objections it may
have as to venue in any of such courts.


 


46

















 


(c)           Waivers.  With respect to the cross-collateralization
of all or any portion of the Indebtedness as provided in this Loan Agreement,
each Borrower hereby acknowledges that it is receiving a direct and substantial
benefit from the Portfolio Loan, as a whole, and is receiving fair and adequate
consideration for granting the Portfolio Mortgages to secure the entire
Indebtedness, and each Borrower waives any right to require Lender to:  (i) proceed against any other Borrower
regarding any of the Indebtedness, or (ii) pursue any other remedy in
Lender’s power whatsoever.  Each Borrower
waives any defenses to the enforceability of this Loan Agreement, including,
without limitation by reason of any disability or other defense of any other
Borrower.  Until the complete payment and
performance of all of the Indebtedness, each Borrower hereby waives any right
of subrogation arising against any other Borrower in connection with the
payment and/or performance of the Indebtedness and Lender’s enforcement of any
rights and remedies hereunder.  Each
Borrower also hereby waives any right to enforce any remedy which Lender now
has or may hereafter have against any other Borrower, and hereby waives any
benefit of rights to participate in any security now or hereafter held by
Lender.  Each Borrower hereby waives any
right or claim of right to cause a marshalling of the assets of any other
Borrower.  No delay on the part of Lender
in the exercise of any right, power or privilege under any documentation with
any Borrower hereunder shall operate as a waiver of any such privilege, power
or right.  Each Borrower hereby waives
notice of acceptance hereof and reliance hereon, notice of any action taken or
omitted by Lender in reliance hereon, suretyship defenses, presentment, demand,
protest, notice of nonpayment, notice of dishonor, protest of any dishonor,
notice of protest and giving notice of:


 


(X)          any default by any other
Borrower under any of the applicable Loan Documents or the assertion of any
right of Lender thereunder or hereunder;


 


(Y)           all other notices (except as
otherwise expressly provided in the Loan Documents) in connection with the
delivery, acceptance, performance, default or enforcement of the payment and
performance of the Indebtedness; and


 


(Z)           notices of the existence,
creation or incurring of new or additional indebtedness, liabilities,
covenants, obligations or agreements which shall be included in the
Indebtedness.


 


(d)           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same agreement.


 


(e)           Severability.  All provisions contained in this Agreement
are severable and the invalidity or unenforceability of any provision shall not
affect or impair the validity or enforceability of the remaining provisions of
this Agreement.


 


(f)            Headings.  The descriptive headings of the Sections of
this Agreement are inserted for convenience only and do not constitute a part
of this Agreement.


 


(g)           Loan Documents.  This Loan Agreement shall constitute one of
the Loan Documents.


 


47

















 


(h)           Joint and Several
Obligations.  All
obligations of Borrowers hereunder or under the Portfolio Notes, the Portfolio
Mortgages and any of the other Loan Documents shall be the joint and several obligations
of Prime Borrower and every Site Borrower.


 


(i)            WAIVER OF
TRIAL BY JURY. 
BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY AS TO ANY MATTER ARISING OUT OF OR CONCERNING THE SUBJECT MATTER OF THIS
LOAN AGREEMENT.


 


(j)            Business Days.  As used herein or in any other Loan Document,
the term “Business Day” means any day other than (i) a Saturday, Sunday or
federal or state holiday or any day on which the U.S. Postal Service offices
are closed for business in Hartford, Connecticut or Boston, Massachusetts, or
both, (ii) a day on which banking institutions in Boston, Massachusetts
and/or Hartford, Connecticut are obligated or authorized by law or executive
action to be closed to the transaction of normal banking business, or (iii) a
day on which governmental functions in the Boston, Massachusetts and/or
Hartford, Connecticut are interrupted because of extraordinary events such as
hurricanes, blizzards, power outages or acts of terrorism.  Whenever the time of performance of any obligation
under this Agreement or any other Loan Document falls on a day that it not a
Business Day, the time for performance shall be extended until the next
Business Day.


 


*              *              *              *              *


 


[Signature
Page Follows]


 


48














 


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


 


	
   

  	
  PRIME
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  STAG GI INVESTMENTS
  HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benjamin S. Butcher

  
	
   

  	
   

  	
  Benjamin S. Butcher,
  President

  



 


49

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  CONNECTICUT GENERAL LIFE
  INSURANCE COMPANY, a Connecticut Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CIGNA INVESTMENTS, INC.,

  
	
   

  	
   

  	
  Its Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michele A.C. Kadis

  
	
   

  	
   

  	
   

  	
  Name: Michele A.C. Kadis

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


50

















 


EXHIBIT A


 


LEGAL
DESCRIPTION OF 


PORTFOLIO
PROPERTIES


 


(CITY,
STATE)


 

















 


EXHIBIT B


 


SCHEDULE
OF LOAN DOCUMENTS


 


GENERAL


 


Master Loan Agreement


Real Estate Tax Escrow Account


General Reserve Escrow Account


Environmental Indemnification Agreement


 


SITES


 


(CITY, STATE)


 


Note A


Mortgage, Security Agreement and Fixture Filing


Assignment of Rents and Leases


UCC Financing Statement


Subordination, Non-Disturbance and Attornment Agreement


 

















 


EXHIBIT C


 


LEASE ESTOPPEL CERTIFICATE


(OFFICE
AND INDUSTRIAL PROPERTIES)


 


Landlord:


 


Tenant:


 


Tenant
Trade Name:


 


Lender: Connecticut
General Life Insurance Company


 


Premises:


 


	
  Area:                                    Sq.Ft.

  	
  Lease Date:                             

  



 


The undersigned Landlord and
Tenant of the above-referenced lease (the “Lease”) hereby ratify the
Lease and certifies to Lender as mortgagee of the Real Property of which the
premises demised under the Lease (the “Premises”) is a part, as follows:


 


1.             That the term of the Lease
commenced on                   , 20   and
the Tenant is in full and complete possession of the Premises and has commenced
full occupancy and use of the Premises, such possession having been delivered
by the original landlord and having been accepted by the Tenant.


 


2.             That the Lease calls for
monthly rent installments of $              to date and that the Tenant is paying monthly
installments of rent of $               which commenced to accrue on the           day of                 , 20   .


 


3.             That no advance rental or
other payment has been made in connection with the Lease, except rental for the
current month, there is no “free rent” or other concession under the remaining
term of the lease and the rent has been paid to and including              , 20  .


 


4.             That a security deposit in
the amount $              is being held by Landlord, which amount is not
subject to any set-off or reduction or to any increase for interest or other
credit due to Tenant.


 


5.             That all obligations and conditions
under said Lease to be performed to date by Landlord or Tenant have been
satisfied, free of defenses and set-offs including all construction work in the
Premises.


 


6.             That the Lease is a valid
lease and in full force and effect and represents the entire agreement between
the parties; that there is no existing default on the part of the Landlord or
the Tenant in any of the terms and conditions thereof and no event has 


 

















 


occurred which, with the
passing of time or giving of notice or both, would constitute an event of
default; and that said Lease has: 
(initial one)


 


o not been
amended, modified, supplemented, extended, renewed or assigned.


 


o been amended,
modified, supplemented, extended, renewed or assigned as follows by the
following described agreements:


 


 


 


 


7.             That the Lease provides for
a primary term of               months; the term of the Lease expires on the           day of            20   ;
and that:


(initial
all applicable subparagraphs)


 


o neither the
Lease nor any of the documents listed above in Paragraph 6, if any, contain an
option for any additional term or terms or an option to terminate the Lease
prior to the expiration date set forth above.


 


o the Lease
and/or the documents listed above in Paragraph 6 contain an option for           additional term(s) of            year(s) and            months(s) (each) at a rent to be determined as
follows:


 


 


 


 


o the Lease
and/or the documents listed above in Paragraph 6 contain an option to terminate
the lease prior to the date set forth above as follows:


 


 


 


 


8.             That Landlord has not
rebated, reduced or waived any amounts due from Tenant under the Lease, either
orally or in writing, nor has Landlord provided financing for, made loans or
advances to, or invested in the business of Tenant.


 


9.             That, to the best of Tenant’s
knowledge, there is no apparent or likely contamination of the Real Property or
the Premises by Hazardous Materials, and Tenant does not use, nor has Tenant
disposed of Hazardous Materials in violation of Environmental Laws on the Real
Property or the Premises.


 


C-2

















 


10.          That there are no actions,
voluntary or involuntary, pending against the Tenant under the bankruptcy laws
of the United States or any state thereof.


 


11.          That this certification is
made knowing that Lender is relying upon the representations herein made.


 


 


	
  Tenant:

  	
   

  	
   

  	
  Landlord:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Typed Name:

  	
   

  	
   

  	
  Typed Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Typed Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


C-3

















 


EXHIBIT D


 


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


Tenant
Name:                                  


Trade
Name:                                   


Room/Unit
No.:                                


 


THIS
AGREEMENT is dated the       day of                     , 20  , and is made by and among CONNECTICUT
GENERAL LIFE INSURANCE COMPANY, having an address c/o CIGNA Investments, Inc.,
Wilde Building, A4-CR1, 900 Cottage Grove Road, Hartford, Connecticut  06152, Attn: 
Debt Asset Management (“Mortgagee”),                           , d/b/a                               , having an
address of                                (“Tenant”), and                                 , having an
address of                                (“Landlord).


 


RECITALS:


 


A.            Tenant has entered into a
lease (“Lease”) dated                      with                      as lessor (“Landlord”), covering the premises
known as                      (the “Premises”) within the property known as                     , more particularly described as
shown on Exhibit A, attached hereto (the “Real Property”).


 


B.            Mortgagee has agreed to make
or has made a mortgage loan in the amount of                      to Landlord, secured by a mortgage of the Real
Property (the “Mortgage”), and the parties desire to set forth their agreement
herein.


 


NOW,
THEREFORE, in consideration of the premises and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


 


1.             The Lease and all
extensions, renewals, replacements or modifications thereof are and shall be
subject and subordinate to the Mortgage and all terms and conditions thereof
insofar as it affects the Real Property of which the Premises form a part, and
to all renewals, modifications, consolidations, replacements and extensions
thereof, to the full extent of amounts secured thereby and interest thereon.


 


2.             Tenant shall attorn to and
recognize any purchaser at a foreclosure sale under the Mortgage, any
transferee who acquires the Premises by deed in lieu of foreclosure, and the
successors and assigns of such purchaser(s), as its landlord for the unexpired
balance (and any


 

















 


extensions, if exercised) of
the term of the Lease on the same terms and conditions set forth in the Lease.


 


3.             If it becomes necessary to
foreclose the Mortgage, Mortgagee shall neither terminate the Lease nor join
Tenant in summary or foreclosure proceedings for the purpose of terminating the
Lease so long as Tenant is not in default under any of the terms, covenants, or
conditions of the Lease beyond any applicable notice and cure periods.


 


4.             If Mortgagee succeeds to the
interest of Landlord under the Lease, Mortgagee shall not be: (a) liable for
the return of any security deposit unless such deposit has been delivered to
Mortgagee by Landlord or is in an escrow fund available to Mortgagee, (b) bound
by any rent or additional rent that Tenant might have paid for more than the
current month to any prior landlord (including Landlord), (c) bound by any
amendment, modification, or termination of the Lease made without Mortgagee’s
prior written consent (which consent shall not be unreasonably withheld or
delayed), or (d) personally liable under the Lease, Mortgagee’s liability
thereunder being limited to its interest in the Real Property.


 


5.             This Agreement shall be
binding on and shall inure to the benefit of the parties hereto and their
successors and assigns.


 


6.             Tenant shall give Mortgagee,
by commercial overnight delivery service, a copy of any notice of default
served on Landlord at the same time such notice is sent to the Landlord,
addressed to Mortgagee at Mortgagee’s address set forth above or at such other
address as to which Tenant has been notified in writing.  Mortgagee shall have the right, but not the
obligation, to cure such default within the time period specified in the Lease.


 


7.             Landlord has agreed under
the Mortgage and other loan documents that rentals payable under the Lease
shall be paid directly by Tenant to Mortgagee upon default by Landlord under
the Mortgage.  After receipt of notice
from Mortgagee to Tenant, at the address set forth above or at such other
address as to which Mortgagee has been notified in writing, that rentals under
the Lease should be paid to Mortgagee, Tenant shall pay to Mortgagee, or at the
direction of Mortgagee, all monies due or to become due to Landlord under the
Lease.  Tenant shall have no
responsibility to ascertain whether such demand by Mortgagee is permitted under
the Mortgage, or to inquire into the existence of a default.  Landlord hereby waives any right, claim, or
demand it may now or hereafter have against Tenant by reason of such payment to
Mortgagee, and any such payment shall discharge the obligations of Tenant to
make such payment to Landlord.


 


D-2

















 


IN
WITNESS WHEREOF, the parties hereto have executed these presents as of the day
and year first above written.


 


 


	
  WITNESSES:

  	
   

  	
  MORTGAGEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONNECTICUT GENERAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:     CIGNA
  Investments, Inc., its authorized representative

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Its:

  
						



 


D-3






 










 


STATE OR COMMONWEALTH OF                 


COUNTY OF                                


 


On this, the       day
of                 , 20   , before me, the undersigned officer,
personally appeared                        , who acknowledged
himself/herself to be the                              of                            , and signed the
foregoing instrument for the purposes therein contained as his/her free act and
deed and the free act and deed of such entity.


 


IN WITNESS WHEREOF, I
hereunto set my hand and official seal the day and year aforesaid.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  



 


STATE OR COMMONWEALTH OF                 


COUNTY OF                                


 


On this, the       day
of                 , 20   , before me, the undersigned officer,
personally appeared                        , who acknowledged
himself/herself to be the                              of                            , and signed the
foregoing instrument for the purposes therein contained as his/her free act and
deed and the free act and deed of such entity.


 


IN WITNESS WHEREOF, I
hereunto set my hand and official seal the day and year aforesaid.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  



 


STATE OR COMMONWEALTH OF                 


COUNTY OF                                


 


On this, the       day
of                 , 20   , before me, the undersigned officer,
personally appeared                        , who acknowledged
himself/herself to be the                              of                            , and signed the foregoing
instrument for the purposes therein contained as his/her free act and deed and
the free act and deed of such entity.


 


IN WITNESS WHEREOF, I
hereunto set my hand and official seal the day and year aforesaid.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  



 


D-4

















 


EXHIBIT E


 


SURVEY
REQUIREMENTS


 


The following information
should be included on the Survey:


 


1.             Scale


2.             Date


3.             North arrow


4.             Legend


5.             Encroachments


6.             Adjoining street, road
highway, alleys, right-of-way lines, names, right-of-way width, and distance to
property.


7.             All points of reference
should be tied to an identifiable monument or intersection of streets.


8.             Delineate all improvements
in place and show their measurements:


(a)           Boundaries (all
property line deflection points must have an iron pin set in place).  All boundary distances should be expressed in
feet and hundredths of feet, all courses in degrees, minutes and seconds.


(b)           Utilities (including
connecting lines to this project from public utility lines).


(c)           Pavement and
paved parking area, including size and number of spaces (please shade edges and
show parking space lines).


(d)           Walkways (please “dot”
concrete).


(e)           Ingress and egress (curb
cuts and driveways).


(f)            Buildings, signs,
structures.


9.             Building set-back lines
shown on property (as defined by local zoning entity, plat map and/or
restrictive covenants) and any other building restrictions including the volume
and page number if recorded.


10.          Lot, block or square
designation, if applicable, and written legal description by metes and bounds
on the survey plat.


11.          Location and dimensions
(with same information as boundaries) of all easements or encroachments
identified in the Title Report together with complete recording information.


12.          Identification of all
abutting owners, lot numbers and names of subdivisions.


13.          Section, township and range
if applicable.


14.          Street address (of each
building).


15.          Area of land and area of
buildings; and distance of buildings to boundary of property and to building
line.


16.          Vicinity sketch showing
closest thoroughfare intersection.


17.          The point of beginning of
description (labeled on plat map).


18.          True point of beginning of
description (labeled on plat map).


19.          Certification of “True and
Correct” survey by surveyor to include this terminology:


“The undersigned hereby
certifies to Connecticut General Life Insurance Company, (name of partnership)
and (name of title company), as of the date hereof, that this survey correctly
shows, on the basis of a field transit survey and in accordance with the
current Minimum Standard Detail Requirements of Land Title Survey jointly
established and adopted by ALTA and ACSM: (i) a fixed and determinable position
and location of the land described thereon (including the position of the point
of beginning); (ii) the location


 

















 


of all buildings, structures
and other improvements situated on the land; and (iii) all driveways or other
cuts in the curbs along any street upon which the land abuts.  Except as shown on said print of survey there
are no visible easements or rights of way affecting the land or other easements
or rights of way of which the undersigned has been advised or which are of
record nor, except as shown, are there any building restriction or set back
lines, party walls, encroachments or overhangs of any improvements upon any
easements, rights of way or adjacent land, or encroachments by improvements
located on adjacent land upon the described land.  The print of survey reflects boundary lines
of the described land which “close” by engineering calculation.


20.          Surveyor’s seal or stamp
clearly showing registration number.


21.          Original surveyor’s
signature on all copies of survey.


22.          Chart of curve
data/information to support length of curves used on survey.


23.          Curve tangent points
indicated on survey lines.


24.          Reference baseline for
azimuth used.


25.          Note whether survey has been
balanced and adjusted.


26.          Note whether a title report
was used in defining easements and other recordings.


27.          Field notes on survey if
applicable.


28.          Indicate on survey, at all
survey line deflections, whether the survey monument was found or set; such as,
“Found Iron Pin” or “Iron Pin Set”.


29.          State whether or not the
property appears in any Flood Insurance Boundary Map, and if so, further state
map number and whether or not the property appears to be in the “Flood Hazard
Area” shown on that map.


Title and/or improvements
may necessitate other requirements.


 


A second sheet to the survey
may be added, should it become too crowded or complex to show everything on one
sheet.  Both sheets should show
buildings, roads and paved areas.


 


E-2

















 


EXHIBIT F


 


SURVEYOR’S
CERTIFICATE


 


“The undersigned hereby
certifies to Connecticut General Life Insurance Company, (name of partnership)
and (name of title company), as of the date hereof, that this survey correctly
shows, on the basis of a field transit survey and in accordance with the
current Minimum Standard Detail Requirements of Land Title Survey jointly
established and adopted by ALTA and ACSM: (i) a fixed and determinable position
and location of the land described thereon (including the position of the point
of beginning); (ii) the location of all buildings, structures and other improvements
situated on the land; and (iii) all driveways or other cuts in the curbs along
any street upon which the land abuts. 
Except as shown on said print of survey there are no visible easements
or rights of way affecting the land or other easements or rights of way of
which the undersigned has been advised or which are of record nor, except as
shown, are there any building restriction or set back lines, party walls,
encroachments or overhangs of any improvements upon any easements, rights of
way or adjacent land, or encroachments by improvements located on adjacent land
upon the described land.  The print of
survey reflects boundary lines of the described land which “close” by
engineering calculation.”


 

















 


EXHIBIT G


 


FORM
OF OPINIONS


 


	
   

  	
  DLA Piper US LLP

  
	
   

  	
  33 Arch Street

  
	
   

  	
  Boston, Massachusetts
  02110

  
	
   

  	
  T 617.406.6000

  
	
   

  	
  F 617.406.6100

  
	
   

  	
  W www.dlapiper.com

  



 


As
of          , 20  


 


Connecticut General Life
Insurance Company


c/o CIGNA Investments, Inc.


Wilde Building, A4-CR1


900 cottage Grove Road


Hartford, Connecticut   06152


 


Re:          $63,000,000 loan (the “Loan”)
from Connecticut General Life Insurance Company (“Lender”) to the Borrowers (as
defined below)


 


Ladies and Gentlemen:


 


We
have acted as special counsel for (i) each of the entities listed on the attached
Exhibit A-1 (each a Borrower and collectively, the “Borrowers”), and (ii)
each of the entities listed on the attached Exhibit A-2 (each a “Manager”
and collectively, the “Managers”), in connection with the amendment of the
Loan.  Collectively, the Borrowers and
the Managers are referred to as the “Parties.”


 


In connection with this
opinion we have reviewed the following documents:


 


1.
            The documents
evidencing the Loan listed on the attached Exhibit B (the “Existing Loan
Documents”) and the documents amending the Loan listed on the attached Exhibit
B-1 (the “Additional Advance Documents,” and the Existing Loan Documents as
amended or affected by the Additional Advance Documents, the “Loan Documents”);


 


2.
            The
Governmental Certificates regarding the organization of the Parties attached as
Exhibit C and certain entity documents listed on the attached Exhibit
D (collectively, the “Organizational Documents”); and


 


3.
            The Opinion
Certificate attached hereto as Exhibit E (the “Opinion Certificate”).


 

















 


In addition to the above we
have also examined and relied on as to matters of fact the representations and
warranties contained in the Loan Documents, the Organizational Documents, the
Opinion Certificate, and certificates or statements of public officials and officers
of the Parties and we have made no independent review or investigation of these
or any other matters. Whenever in this opinion reference is made to our “knowledge”,
such knowledge is based upon information obtained from the documents and
certificates referred to above and is limited to the actual knowledge of the
attorneys in our firm who are actively involved in representing the Parties in
connection with this transaction.  No
opinion is being expressed as to the effect of any event, fact or circumstance
of which we have no actual knowledge. 
Although we represent the Parties in connection with this transaction,
we call to your attention that our engagement has been limited to specific
matters as to which we have been consulted.


 


In examining all documents,
we have assumed the competency of all signatories, the genuineness of all
signatures, other than signatures on behalf of the Parties, the authenticity of
all documents submitted to us as originals, the conformity to the originals of
all documents furnished to us as copies and the accuracy and completeness of
all documents.


 


Our
opinions as to the legal existence and good standing of the Parties are based
solely on the Governmental Certificates referred to in Exhibit C and are
limited accordingly.  As to all such
matters, our opinions are rendered as of the respective dates of such
Governmental Certificates.


 


We
have assumed that (i) the Loan Documents have been duly authorized, executed
and delivered by the parties thereto (other than the Parties), are within their
respective powers, and are their legal, valid and binding obligation(s) and
that such parties are in compliance with all applicable laws, rules and
regulations governing the conduct of their respective businesses and this
transaction, (ii) the Loan Documents will be enforced in circumstances and in a
manner which are commercially reasonable, (iii) the parties to the Loan
Documents (other than the Parties) are not subject to any statute, rule or
regulation or any impediment that requires them, or the Parties, to obtain the
consent or to make any declaration or filing with any governmental authority or
any other person in connection with the transactions contemplated, (iv) the
correct name of the Lender is Connecticut General Life Insurance Company, (v) that
there has not been any mutual mistake of fact or understanding, fraud, duress,
coercion, or undue influence with respect to the Loan Documents; and (vi) that
all applicable Loan Documents will be duly and correctly filed, indexed and
recorded at the appropriate public records, with all applicable fees and
charges paid.


 


Our opinions are subject to
the qualifications that the legality, validity, binding effect or
enforceability of the Loan Documents are, or may be, subject to limitations on
account of (i) applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or transfer and other law, including decisional law,
heretofore or hereafter affecting the rights and remedies of debtors, creditors
and secured parties generally and to general equitable principles; (ii) the
exercise of judicial discretion and/or principles of equity and of public
policy including without limitation to availability of specific performance or
other injunctive relief; (iii) provisions in the nature of penalties,
forfeitures, waivers, rights of set off, exculpatory provisions,
indemnification and contribution provisions, and self-help rights including
rights allowing the Lender to act for or on behalf of the Borrower; (iv) such
duties as creditors and


 


G-2

















 


secured parties may have to
act in good faith and in a commercially reasonable manner and (v) provisions
purporting to confer, waive or consent to the jurisdiction of any court.  Requirements in the Loan Documents specifying
that provisions may only be waived in writing or that written consents are
required may not be enforceable to the extent that an oral agreement or an
implied agreement by trade practice or course of conduct has been created modifying
any provision of such documents.  In
addition, to the extent that any mortgage, deed of trust, assignment of leases,
or similar security instrument is governed in whole or in part by the law of a
state other than Massachusetts, we express no opinion with respect to the
enforceability of such instruments under the law of such other state, and our
opinions as to the enforceability of any such security instrument under
Massachusetts law are further limited to the extent such enforcement would be
inconsistent with the laws of the state in which the applicable property is
located.


 


We express no opinion herein
as to the laws of any state or jurisdiction other than the federal laws of the
United States of America, the laws of The Commonwealth of Massachusetts, the
Delaware Limited Liability Company Act, all as in effect on the date
hereof.  The attorneys participating in
the preparation and issuance of this opinion are not authorized or qualified to
practice in the State of Delaware, and our opinions with respect to the
Delaware Limited Liability Company Act are based on our reasonable familiarity
with such laws as a result of our prior involvement in transactions concerning
such laws.  We express no opinion except
as expressly stated in this letter.  Without
limiting the foregoing, we express no opinion as to: (i) title to or ownership
of any real or personal property or the existence, priority, or perfection of
any security interest, lien or encumbrance, (ii) the compliance of the
properties now or hereafter with applicable health, safety, zoning, building,
environmental, pollution or other laws or regulations, or (iii) the application
of choice of law or conflicts of law principles or the enforceability of any
choice of law and/or governing law provisions of the Loan Documents.


 


In addition, we call your
attention to the following:


 


(i)            the effectiveness of UCC
financing statements generally lapses five years from the date of filing unless
continuation statements are properly filed within six months prior to such
lapse in accordance with Section 9-515 of Article 9 of the UCC;


 


(ii)           continued perfection of
security interests may require the filing of new appropriate financing
statements or of amendments to financing statements in the event of a change of
the name, location, or legal identity or structure of a debtor, or, in certain
cases, a change in the location of collateral;


 


(iii)          under certain circumstances
described in Section 9-315 of Article 9 of the UCC, perfection of and the
rights of a secured party to enforce a security interest in proceeds of
collateral may be limited.


 


Further, Section 552 of the
United States Bankruptcy Code (11 U.S.C. §552) limits the extent to which
property acquired by a debtor after the commencement of a case under the Bankruptcy
Code may be subject to a lien resulting from any security agreement entered
into by the debtor before the commencement of the case.


 


G-3

















 


Based upon and subject to
the assumptions, limitations and qualifications set forth in this letter, it is
our opinion that:


 


1.          The Borrowers are duly
organized and validly existing Delaware limited liability companies, are in
good standing in Delaware, and each has the full power, authority and legal
right to enter into and perform the transactions contemplated for each of them
by the Additional Advance Documents to which it is a signatory.


 


2.          The Managers are duly
organized and validly existing Delaware limited liability companies and are in
good standing in Delaware, and the Managers have the full power, authority and
legal right to enter into and perform the transactions contemplated for each of
them by the Additional Advance Documents to which it is a signatory.


 


3.          Each of the Additional
Advance Documents has been duly and validly authorized, executed, acknowledged
(if appropriate) and delivered by and on behalf of each of the Parties that is
a party thereto.  To the extent governed
by Massachusetts law, each of the Loan Documents is the legal, valid and
binding obligation of each of the applicable Parties that is a party thereto,
and is enforceable against each such party thereto in accordance with its
terms.


 


4.          The execution and delivery
of the Additional Advance Documents by each of the Borrowers and the Managers
that is a signatory thereto do not, and the performance by each of the
Borrowers and the Managers of their respective obligations under the Loan
Documents will not, contravene or result in a breach of (a) any provision of
the respective Organizational Documents of each of the Borrowers or the
Managers, or (b) any presently existing provision of the laws of The
Commonwealth of Massachusetts or of federal law to which any of the Borrowers
or the Managers are subject, or (c) to our knowledge, any order, writ,
injunction, determination, decree or judgment specifically naming and binding
upon any of the Borrowers or the Managers, or (d) to our knowledge, any
agreement executed by and binding upon any of the Borrowers or the Managers.


 


5.             Under existing provisions of
law, no authorization or approval of any governmental authority of The
Commonwealth of Massachusetts or of the United States of America is necessary
in connection with the valid execution and delivery by the Borrowers or the
Managers of the Additional Advance Documents.


 


[balance
of page left blank]


 


G-4

















 


This opinion is limited to
the matters stated herein and except as otherwise indicated herein, the
opinions expressed are given as of the date hereof and we disclaim any
obligation to advise you, and no opinion may be inferred beyond the matters
expressly stated, in the event of changes in applicable law or facts or if
additional information is brought to our attention.  This opinion is provided to you as a legal
opinion only and not as a guaranty or warranty of the matters discussed.  No portion of this opinion may be quoted or
in any other way published without the prior written consent of the
undersigned.  Further, this opinion may
be relied upon only by the addressee hereof, its legal counsel and its
permitted successors and assigns under the Loan Documents.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  DLA PIPER LLP (US)

  



 


	
  Exhibit A-1

  	
  List of Borrowers

  
	
  Exhibit A-2

  	
  List of Managers

  
	
  Exhibit B

  	
  List of Existing Loan
  Documents

  
	
  Exhibit B-1

  	
  List of Additional Advance
  Documents

  
	
  Exhibit C

  	
  Governmental Certificates

  
	
  Exhibit D

  	
  Entity Documents

  
	
  Exhibit E

  	
  Opinion Certificate

  



 


G-5






 










 


EXHIBIT A-1


 


Borrowers


 


G-6

















 


EXHIBIT A-2


 


Managers


 


STAG GI Investments
Holdings, LLC, in its capacity as member-manager of each of the other
Borrowers.


 


G-7

















 


EXHIBIT B


 


Existing
Loan Documents


 


*All documents dated as of                            ,
2010 unless otherwise noted below


 


1.                                       Master Loan
Agreement by and among STAG GI Investments Holdings, LLC (“Prime Borrower”),
and Lender.


 


2.                                       Real Estate Tax
Escrow Agreement by and among Borrower and Lender.


 


3.                                       General Reserve
Escrow Agreement by and among Borrower and Lender.


 


4.                                       Environmental
Indemnification Agreement by Borrower to Lender.


 


[List any previous
amendments to the Loan Documents]


 


G-8

















 


EXHIBIT B-1


 


Additional
Advance Documents


 


*All documents dated as of
the date hereof unless otherwise noted below


 


1.               Omnibus
Amendment to Loan Documents by and among Borrowers and Lender.


 


2.               Promissory Note
      made by Prime Borrower and New Borrower to the
order of Lender.


 


3.               Deed of
Trust/Mortgage, Security Agreement and Fixture Filing by New Borrower for the
benefit of Lender.


 


4.               Assignment of
Rents and Leases by New Borrower for the benefit of the Lender.


 


5.               Subordination,
Non-Disturbance and Attornment Agreement by and among New Borrower, Lender and
the tenant of the Portfolio Property owned by New Borrower.


 


6.               UCC Financing
Statement naming New Borrower as the debtor and Lender as the secured party.


 


G-9

















 


EXHIBIT C


 


Governmental
Certificates


 


G-10

















 


EXHIBIT D


 


Entity
Documents


 


G-11

















 


EXHIBIT E


 


Opinion
Certificate


 


CERTIFICATE
REGARDING


CERTAIN
MATTERS COVERED IN LEGAL OPINION


 


(CIGNA
Financing)


 


As of             ,
20    


 


Reference
is made that certain opinion letter to be issued by DLA Piper US LLP (the “Borrowers’
Counsel”) on or about the date hereof (the “Opinion Letter”) in favor of
Connecticut General Life Insurance Company (“Lender”).  Capitalized terms used herein without
definition have the meanings given to them in the Opinion Letter.


 


The
undersigned is an authorized signatory of the Borrowers.  The undersigned submits the following
certifications in connection with Borrowers’ Counsel issuance of the Opinion
Letter with respect to an amendment of an existing loan of up to $63,000,000
(the “Loan”) made to the Borrowers (and Site Borrowers (as defined in the Loan
Agreement)) by Lender, secured or to be secured by those certain properties
listed on Exhibit A hereto (each a “Property”, and collectively,
the “Properties”).  In connection with
the Opinion Letter, the undersigned hereby certifies to Borrowers’ Counsel, for
its reliance, the truth, accuracy and completeness of the following matters, to
the extent relating to factual questions:


 


1.                                       The
Organizational Documents are the only documents creating or governing the
internal affairs of the Parties.  The
Organizational Documents have not been amended or modified.


 


2.                                       The execution
and delivery by the respective Parties of the Additional Advance Documents to
which any of them is a party have been duly authorized by each of them.  To the knowledge of the undersigned, each of the Parties  has all requisite power and authority to own, lease, and operate
their respective Properties, to borrow the Loan, and each of the Parties has all requisite power and authority to
execute, deliver and perform each of their respective obligations under the
Additional Advance Documents to which each of them is a party.


 


3.                                       Except with
respect to any modifications set forth in the Additional Advance Documents, the
terms and conditions of the Loan as reflected in the Loan Documents have not
been amended, modified or supplemented, directly or indirectly, by any other
agreement or understanding of the parties or waiver of any of the material
provisions of the Loan Documents, and accurately reflect the complete
understanding of the parties with respect to the transactions contemplated
thereby.


 


4.                                       No consent or
approval of, giving of notice to, registration with, or taking of any other
action in respect of or by any federal, state or local authority, agencies or
other person is 


 


G-12

















 


required
with respect to the execution and delivery of any of the Additional Advance
Documents.


 


5.                                       The execution
and delivery of the Additional Advance Documents by the Parties of the
Additional Advance Documents to which any of them is a party do not, and the
performance and observance by each such Party of its respective obligations
thereunder will not, (i)  cause any of the Parties to be in default under
or violate the provisions of any of the Organizational Documents or any other
agreement or obligation to which any Party may be subject or any provision of
applicable law, or (ii) conflict with or result in a breach by any Party
of or constitute a default or event of default under any order, writ, injunction,
determination, decree or judgment specifically naming and binding upon any of
the Parties, or any agreement executed by or binding upon any of the Parties.


 


6.                                       There are no
judgments, orders, writs, injunctions, decrees, or rules of any court,
administrative agency or other governmental authority, or any determination or
award of any arbitrator affecting the Parties. 
There are no legal or administrative proceedings pending or threatened
before any court or governmental agency against the Parties.


 


7.                                       To the knowledge of the undersigned, the execution and delivery of the
Additional Advance Documents and performance of the obligations of the Parties
thereunder will not violate any laws, regulations, rules or guidelines of
any federal, state or local authority, agencies or other person having
jurisdiction over any of the Parties or the Properties.


 


8.                                       The undersigned
has reviewed the contents of the Opinion and this Certificate and hereby
certify that, to its knowledge, the facts and assumptions contained in the Opinions,
insofar as they pertain to the respective Parties and their operations, are
true, correct and complete.


 


[balance of page intentionally left blank]


 


G-13

















 


IN WITNESS WHEREOF, the
undersigned has hereunto signed and sealed this Certificate as of the date
first set forth above.


 


 


	
   

  	
  [ADD SIGNATURES]

  



 


G-14














 


Exhibit A


Borrowers
and Properties


 


	
  Borrower

  	
   

  	
  Property Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


G-15

















 


EXHIBIT H


 


PURCHASE
PRICES


 


	
  PROPERTY

  	
   

  	
  PURCHASE PRICE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


EXHIBIT I


 


FORM OF
NOTE


 


MORTGAGE
NOTE     


 


Boston,
Massachusetts


 


	
  $

  	
  ,
  20   

  



 


FOR VALUE RECEIVED, STAG GI INVESTMENTS HOLDINGS, LLC, a
Delaware limited liability company (the “Prime Borrower”), and                                           
[INSERT NAME OF SITE BORROWER], a Delaware limited liability company (“                              
Borrower,” and together with Prime Borrower collectively referred to as the
“Maker”), promise to pay to the order of CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut
corporation, having its principal office at Wilde Building, A4-CRI, 900 Cottage
Grove Road, Hartford, Connecticut 06152, together with its successors,
affiliates, nominees, subsidiaries, investors, participants or assignees (the “Payee”),
or such other place as the holder hereof may designate in writing (the legal
holder from time to time of this Note, including Payee as the initial holder,
referred to as the “Holder”), the principal sum of                                                                     
and NO/100 DOLLARS ($                          ),
or so much thereof as may be advanced to or for the benefit of Maker by Holder
(the “Principal Indebtedness”), together with interest thereon at an
annual rate of            
and        /100 percent (   .   %),
subject to adjustment as provided below (the “Interest Rate”), in
accordance with the provisions hereinafter set forth.


 


Notwithstanding the
foregoing, if after twelve (12) months from the Initial Advancement Date (as
defined below) the aggregate outstanding original principal balance of the Loan
(as defined in the Master Loan Agreement dated as of July 9, 2010 by and
among Prime Borrower and Payee, among others, as amended by Omnibus Amendment
and Agreement of even date herewith, by and among Maker and Payee, among others
(as amended, modified, substituted or supplemented from time to time, the “Loan
Agreement”)), is less than Forty-Five Million and No/100 Dollars
($45,000,000), then commencing on the first (1st) day of the thirteenth (13th) month after the Initial
Advancement Date (the “Interest Rate Adjustment Date”), the Interest
Rate shall increase automatically on the Interest Rate Adjustment Date to the
greater of (a) one-half of one percent (0.5%) more than the current
Interest Rate, or (b) seven percent (7.00%) per annum.  The “Initial Advancement Date” is the
date that Lender makes the Initial Advance under the Loan Agreement.


 

















 


1.             Terms of Payment. 
On the date on which any portion of the Principal Indebtedness is first
advanced to Maker (the “Advancement Date”), unless such date is the
first (1st) day of a
calendar month, Maker shall pay to Holder interest on the Principal
Indebtedness so advanced, at the Interest Rate, for the period from and
including the Advancement Date to and including the last day of the calendar
month in which the Advancement Date occurs. 
Interest paid on the Advancement Date shall be calculated on the basis
of a 365-day year and the actual number of days from and including the
Advancement Date to and including the last day of the calendar month in which
the Advancement Date occurs.


 


Commencing on the first (1st) day of the second (2nd) calendar month following
the Advancement Date (or on the first (1st) day of the first (1st) calendar month following the Advancement Date, if
the Advancement Date is the first (1st) day of the calendar month), and on the first (1st) day of each calendar month
thereafter (such payment dates being hereinafter referred to as “Monthly
Payment Dates”) through and including                           
[6 months after the Initial Advancement Date],
Maker shall pay to Holder interest only on the Principal Indebtedness from time
to time outstanding, at the Interest Rate, for the immediately preceding
calendar month (the “Monthly Interest Payments”).  Interest shall be calculated and applied on
the basis of a 360-day year consisting of twelve (12) 30-day months.  The Monthly Interest Payments shall be
applied first to any unpaid costs, expenses and other charges under the Loan
(as hereinafter defined) and then to interest on the Principal Indebtedness at
the Interest Rate.


 


Commencing on                                 
[1st day of the 7th month after Initial Advancement Date] (the “Amortization
Date”), and on the first (1st) day of each calendar month thereafter, through and
including the Maturity Date (as hereinafter defined) (each such payment date
also referred to as a “Monthly Payment Date”), Maker shall pay to Holder
payments comprised of (a) interest on the Principal Indebtedness from time
to time outstanding, at the Interest Rate, for the immediately preceding
calendar month, together with (b) a portion of the Principal Indebtedness
from time to time outstanding, amortized on the basis of a thirty (30) year
amortization schedule calculated from the Amortization Date (the “Monthly
Debt Service Payments,” and together with the Monthly Interest Payments,
the “Monthly Payments”).  The
Monthly Debt Service Payments shall be applied first to any unpaid costs,
expenses and other charges under the Loan, then to interest on the Principal
Indebtedness at the Interest Rate, with the balance to be applied in reduction
of the Principal Indebtedness remaining unpaid. 
The interest component of the Monthly Debt Service Payments shall be
calculated and applied on the basis of a 360-day year consisting of twelve (12)
30-day months.  In the event of a
permitted partial prepayment of the Principal Indebtedness under the Loan
Documents, the amount of the Monthly Debt Service Payments shall be
recalculated to account for changes in the amortization of the remaining
Principal Indebtedness.


 


On                               
[7 years and 6 months after Initial
Advancement Date] (the “Maturity Date”), Maker shall pay to
Holder the entire Principal Indebtedness then remaining unpaid, together with
accrued and unpaid interest thereon at the Interest Rate and any other charges
due under this Note, the Portfolio Mortgages
(as defined in the Loan Agreement) and any other documents evidencing, securing
or otherwise executed by Borrower (as defined in the Loan Agreement) in
connection with the Indebtedness (as defined in the Loan Agreement) (as such
documents may be amended, modified, supplemented or replaced, collectively, the
“Loan 


 


I-2

















 


Documents”).  The loan evidenced by the Loan Documents is
referred to as the “Loan.”  The
period from and including the date hereof to the Maturity Date is referred to
as the “Term.”


 


Notwithstanding anything to
the contrary set forth above, if a Monthly Payment Date in any calendar month
is not a “Business Day,” then the Monthly Payment Date shall be extended until
the next succeeding Business Day.  As
used herein, “Business Day” shall have the meaning set forth in the Loan
Agreement.


 


2.             Prepayment. 
Each twelve (12) month period commencing on the first (1st) Monthly Payment Date is
referred to as a “Loan Year.” 
Maker may prepay the Principal Indebtedness in full, but not in part,
provided Maker gives Holder at least thirty (30) days’ prior written notice and
pays a prepayment fee (the “Prepayment Fee”) equal to the greater of:


 


(a)                                  One percent
(1%) of the outstanding Principal Indebtedness, or


 


(b)                                 Yield
Maintenance (as defined below).


 


Notwithstanding the
foregoing, the Loan may be prepaid at par during the last six (6) months
of the Term.  The Prepayment Fee will be
due when the Loan is prepaid prior to the date (the “Open Date”) that is
six (6) months before the Maturity Date, whether such prepayment is
voluntary or results from default, acceleration or any other cause.


 


“Yield Maintenance”
is defined as the sum of Present Values (as defined below) on the date of
prepayment of each Monthly Interest Shortfall (as defined below) for the
remaining Term of the Loan, discounted at the monthly Treasury Yield (as
defined below) plus fifty (50) basis points.


 


The “Monthly Interest
Shortfall” is calculated for each Monthly Payment Date (including the
Maturity Date) and is the product of (i) one-twelfth (1/12) of the
positive difference, if any, of (x) the Semi-Annual Equivalent Rate (as
defined below) less (y) the Treasury Yield plus fifty (50) basis points,
times (ii) the outstanding principal balance of the Loan on each Monthly
Payment Date (before application of any principal installment due for that
month) for each full and partial month remaining in the Term.


 


The “Present Value”
is then determined by discounting each Monthly Interest Shortfall at 1/12 the
Treasury Yield plus fifty (50) basis points.


 


The “Semi-Annual
Equivalent Rate” for this Loan is    .   %.


 


The “Treasury Yield”
will be determined by reference to the end of day yields on
U. S. Treasuries reported in the Federal Reserve Statistical Release
H.15 (http://www.federalreserve.gov/releases/H15/update/), or in the event the
website is discontinued or otherwise generally unavailable, any comparable
electronic rate index that is readily available and verifiable to Maker, for
the fifth (5th) Business Day
prior to the prepayment date.  If the
remaining Term is equal to or less than one (1) year, the Treasury Yield
will equal the yield for Treasuries having a one (1) year maturity
date.  If the remaining Term is equal to
one of the reported two (2), five (5), ten (10) or thirty (30) year
maturity dates, then the Treasury Yield will equal the yield for the Treasury
with a maturity equaling the remaining Term. 
If the remaining 


 


I-3

















 


Term is longer than one (1) year
but does not equal one of the reported maturity dates, then the Treasury Yield
will be determined by straight-line interpolation of the yields of the two
Treasuries maturing immediately before and immediately after the expiration of
remaining Term.


 


The Prepayment Fee does not
constitute a penalty, but rather represents the reasonable estimate, agreed to
between Maker and Payee, of a fair compensation for the loss that may be
sustained by Holder due to prepayment of the Principal Indebtedness prior to
the Maturity Date.  Any Prepayment Fee
required hereunder shall be paid without prejudice to the right of Holder to
collect any of the amounts owing under this Note or the Portfolio Mortgages or otherwise, or to enforce
any of its rights or remedies arising out of an Event of Default (as defined
below).


 


Notwithstanding anything
herein to the contrary, (1) to the extent provided in the Loan Agreement,
no Prepayment Fee shall be due in the event of a reduction of the Principal
Indebtedness by application of the proceeds of insurance or a condemnation
proceeding, (2) in connection with the release of one or more Sites in
accordance with the Loan Agreement, Maker has certain rights to prepay the
Principal Indebtedness in part and in connection with any such prepayment only
a pro rata share of the Prepayment Fee shall be required to be paid, all as
further described in the Loan Agreement, and (3) under the terms of the
Loan Agreement, Maker may have other rights to prepay some or all of the
Principal Indebtedness with no or a reduced prepayment fee, in which event the
terms of the Loan Agreement shall control.


 


3.             Security. 
This Note is further evidenced by, among other things, the Loan
Agreement, pursuant to which, inter alia,
Payee has agreed to make, subject to the terms of the Loan Agreement,
(i) an Initial Advance of the Loan to Prime Borrower and one or more of
its Affiliates (collectively, the “Site Borrowers”),
(ii) Additional Advances of the Loan to Prime Borrower and its Affiliates,
such that the Initial Advance and all Additional Advances shall be in the
maximum aggregate original principal amount of SIXTY-THREE MILLION and NO/100 Dollars
($63,000,000) (the Loan, including the Initial Advance and all Additional
Advances, is also referred to as the “Portfolio Loan,” and the Maker and
the Site Borrowers are collectively referred to as the “Borrowers”).  This Note is secured by, among other things,
(a) the Portfolio Mortgages (as defined in the Loan Agreement) encumbering
certain real property with the improvements thereon (as more particularly
described in the Loan Agreement, the “Real Property”) and certain
personal property situated thereon (as more particularly described in the Loan
Agreement, collectively, the “Portfolio Properties”), and (b) the
other collateral described in the other Loan Documents (collectively, the “Security”),
as limited to the extent provided in the Loan Agreement.  The terms and provisions of the Loan
Agreement are hereby incorporated herein by reference, including, without
limitation, the provisions of Section 5 thereof regarding usury.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.


 


4.             Location and Medium of Payments.  Any amounts payable under this Note or under
the other Loan Documents shall be paid to Holder by federal funds wire transfer
instructions provided by Holder to Maker from time to time or National
Automated Clearing House transfer, or by such other means as Holder may from
time to time hereafter designate to Maker in writing, in legal tender of the
United States of America.


 


I-4

















 


5.             Acceleration of Maturity.  At the option of Holder, upon any Event of
Default (as defined in the Loan Agreement), the whole of the Principal
Indebtedness then outstanding, together with all other Indebtedness due under
any of the Loan Documents, shall immediately become due and payable (“Acceleration
of Maturity”).


 


6.             Late Charges; Interest Following Event of Default.  Maker shall be obligated to pay late charges
and interest on any and all sums due hereunder at the Default Rate as and when
provided in the Loan Agreement.  The
provision for such late charges and Default Rate interest shall not be
construed to permit Maker to make any payment after its due date, to obligate
Holder to accept any overdue payment, or to limit Holder’s rights and remedies
for Maker’s default under this Note or the other Loan Documents.


 


7.             Collection and Enforcement Costs.  Maker, upon demand, shall pay Holder for all
actual out-of-pocket costs and expenses, including without limitation attorneys’
fees, paid or incurred by Holder in connection with the collection of any sum
due hereunder, or in connection with the enforcement of any of Holder’s rights
or Maker’s obligations under this Note, the Portfolio Mortgages or any of the other Loan Documents.


 


8.             Continuing Liability.  The obligation of Maker to pay the Principal
Indebtedness, interest and all other Indebtedness due hereunder or under the
other Loan Documents shall continue in full force and effect and in no way be
impaired, until the actual payment thereof to Holder, and in the case of a sale
or transfer of all or any part of the Security, or in the case of any further
agreement given to secure the payment of this Note, or in the case of any
agreement or stipulation extending the time or modifying the terms of payment
above recited, Maker shall nevertheless continue to be liable on this Note, as
extended or modified by any such agreement or stipulation, unless expressly
released and discharged in writing by Holder.


 


9.             Joint and Several Liability.  If more than one person, corporation,
partnership or other entity shall execute this Note or any amendment,
modification or extension hereof or any substitution or replacement hereof as
Maker, then each person and entity shall be fully liable for all obligations of
Maker hereunder, and such obligations shall be joint and several.


 


10.           No Oral Changes; Waivers.  This Note may not be changed orally, but only
by an agreement in writing signed by the party against whom enforcement of a
change is sought.  The provisions of this
Note shall extend and be applicable to all renewals, amendments, extensions,
consolidations, and modifications of the Portfolio Mortgages and/or the other Loan Documents, and any and all
references herein to the Portfolio Mortgages
and/or the Loan Documents shall be deemed to include any such renewals,
amendments, extensions, consolidations, or modifications thereof.


 


Maker and any future
endorsers, sureties, and guarantors hereof, jointly and severally, waive
presentment for payment, demand, notice of nonpayment, notice of dishonor,
protest of any dishonor, notice of protest, notice of intent to accelerate,
notice of acceleration, and protest of this Note, and all other notices in
connection with the delivery, acceptance, performance, default (except notice of
default required hereby, if any), or enforcement of the payment of this Note,
and they agree that the liability of each of them shall, subject to any
explicit limits contained herein or in any other Loan Documents, be
unconditional without regard to the 


 


I-5

















 


liability of any other party
and shall not be in any manner affected by any indulgence, extension of time,
renewal, waiver, or modification granted or consented to by Holder; and Maker
and all future endorsers, sureties and guarantors hereof consent to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Holder with respect to the payment or other provisions of this Note, and to the
release of the collateral, or any part thereof, with or without substitution,
and agree that additional makers, endorsers, guarantors, or sureties may become
parties hereto or to any other Loan Document without notice to them or without
affecting their liability hereunder or under any other Loan Document.


 


Holder shall not by any act
of omission or commission be deemed to waive any of its rights or remedies
hereunder unless such waiver be in writing and signed by Holder, and then only
to the extent specifically set forth therein; 
a waiver on one event shall not be construed as continuing or as a bar
to or waiver of such right or remedy on a subsequent event.  The acceptance by Holder of payment hereunder
that is less than payment in full of all amounts due at the time of such
payment shall not without the express written consent of Holder:  (a) constitute a waiver of the right to
exercise any of Holder’s remedies at that time or at any subsequent time, (b) constitute
an accord and satisfaction, or (c) nullify any prior exercise of any
remedy.


 


No failure to cause an
Acceleration of Maturity, acceptance of a past due installment, or any
indulgence granted from time to time by Holder shall be construed (i) as a
novation of this Note or as a reinstatement of the indebtedness evidenced
hereby or as a waiver of such right of acceleration or of the right of Holder
thereafter to insist upon strict compliance with the terms of this Note, or (ii) to
prevent the exercise of such right of acceleration or any other right granted
hereunder or by the laws of the Commonwealth of Massachusetts; and, to the
maximum extent permitted by law, Maker hereby expressly waives the benefit of
any statute or rule of law or equity now provided, or which may hereafter
be provided, which would produce a result contrary to or in conflict with the
foregoing.


 


To the maximum extent
permitted by law, Maker hereby waives and renounces for itself, its heirs,
successors and assigns, all rights to the benefits of any statute of
limitations and any moratorium laws and any and all present and future laws
which (i) exempt any of the Security or any other real or personal
property or any part of the proceeds of any sale of any such property from
attachment, levy, foreclosure or sale under execution, (ii) provide for
any reinstatement, marshaling, forbearance, valuation, stay of execution,
extension of time for payment, redemption, appraisement or exemption from civil
process as to Maker or any of the Security or any other real or personal
property, or (iii) conflict with any provision of this Note or any other
Loan Document.  As used herein, “laws”
shall mean the Constitution and laws of the United States of America and of the
Commonwealth of Massachusetts.


 


11.           Bind and Inure. 
This Note shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, heirs, successors and
assigns.


 


12.           Applicable Law; Severability.  Except as may be otherwise expressly provided
in this Note, in the Portfolio Mortgages or in any other Loan Document, all
claims relating, in any way, to the negotiation and/or consummation of the
Portfolio Loan, Holder’s relationship with Maker in connection with the
Portfolio Loan and/or the performance of any obligation under this 


 


I-6

















 


Note or any of the other
Loan Documents shall in all respects be governed, construed, applied and
enforced in accordance with the internal laws of the Commonwealth of
Massachusetts (the “State”) without regard to principles of conflicts of
law.  Notwithstanding the foregoing
choice of law:


 


(a)           the procedures governing the
creation, perfection and priority of the liens pertaining to the Security and the enforcement by Holder of its
rights and remedies under the Portfolio Mortgages and the other Loan Documents
with respect to the Security, including without limitation, actions for
foreclosure, for injunctive relief or for appointment of a receiver, shall be
governed by the laws of the state where the Security is located; and


 


(b)           Holder shall comply with applicable
law in the state where the Security is located to the extent required by the
law of such jurisdiction in connection with the foreclosure of the liens
created by the Portfolio Mortgages and the other Loan Documents with respect to
the Security.


 


Nothing contained herein or
in any provisions of the other Loan Documents shall be construed to provide
that the substantive law of the state where the Security is located shall apply
to any parties’ rights and obligations under any of the Loan Documents, which,
except as expressly provided above, are and shall continue to be governed by
the substantive law of the State.  In
addition, the fact that portions of the Loan Documents may include provisions
drafted to conform to the law of the state where the Security is located is not
intended, nor shall it be deemed, in any way, to derogate the parties’ choice
of law as set forth or referred to in this Note, the Portfolio Mortgages or in
the other Loan Documents.  The parties
further agree that, subject to clauses (a) and (b) above, Holder may
enforce its rights under the Loan Documents, including, without limitation, its
rights to sue Maker or to collect any outstanding indebtedness in accordance
with the State law.


 


Maker hereby consents to
personal jurisdiction in any state or federal court located within the State,
as well as to the jurisdiction of all courts from which an appeal may be taken
from the courts within the State, for the purposes of any suit, action or other
proceeding arising out of, or with respect to, any of the Loan Documents, the
negotiation and/or consummation of the Portfolio Loan, Holder’s relationship
with Maker in connection with the Portfolio Loan and/or the performance of any
obligation or the exercise of any remedy under any of the Loan Documents, and
expressly waives any and all objections it may have as to venue in any of such
courts.


 


If any provision of this
Note or the application hereof to any person or circumstance shall, for any
reason and to any extent, be determined to be invalid or unenforceable, neither
the remainder of this Note nor the application of such provision to any other
person or circumstance shall be affected thereby, but rather the same shall be
enforced to the greatest extent permitted by law, except that if such provision
relates to the payment of a monetary sum, then Holder may, at its option,
declare the entire Indebtedness due and payable upon sixty (60) days’ prior
written notice to Maker and, provided no Event of Default is then continuing,
without Prepayment Fee.


 


I-7














 


13.          Notice.  Any
notice, demand, request, statement or consent made hereunder shall be in
writing signed by the party giving such notice, request, demand, statement or
consent, and shall be deemed to have been properly given when either delivered
in accordance with the terms of the Loan Agreement.


 


14.          Nonrecourse. 
No direct or indirect owner of Maker, nor any officer, director,
manager, advisor, trustee, employee, agent or representative of Maker, shall be
personally liable for the payment of any Indebtedness due hereunder or under
the other Loan Documents or for the performance of any obligations of Maker
hereunder or under the other Loan Documents, nor, except as expressly provided
below in this Section 14, shall Maker be personally liable for such obligations.  Except as provided below, no judgment for the
repayment of the Principal Indebtedness or interest thereon will be enforced
against the Maker personally or against any property of the Maker other than
the Security and any other security furnished under the Loan Documents in any
action to foreclose the Portfolio Mortgages
or to otherwise realize upon any security furnished under the Loan Documents or
to collect any amount payable hereunder or under the other Loan Documents.


 


Nothing herein contained,
however, shall be construed as prohibiting Holder from exercising any and all
remedies which the Loan Documents permit, including, without limitation, the
right to bring actions or proceedings against Maker and to enter a judgment
against Maker, so long as the exercise of any remedy does not extend to
execution against or recovery out of any property other than the Security
furnished to Holder under any of the Loan Documents.


 


Notwithstanding any of the
foregoing:


 


(a)           Maker shall be fully and personally liable for the
following acts and omissions to the extent shown below, after any applicable
notice and cure periods (if any) set forth herein or in any applicable Loan
Documents:


 


	
  ACT
  OR OMISSION:

  	
   

  	
  LIABILITY:

  
	
   

  	
   

  	
   

  
	
  (i)                       Maker
  misappropriates any condemnation or insurance proceeds attributable to the
  Real Property,

  	
   

  	
  To the extent of such
  misappropriation;

  
	
   

  	
   

  	
   

  
	
  (ii)                    Maker
  misappropriates any security deposits or reserves attributable to the Real
  Property,

  	
   

  	
  To the extent of such
  misappropriation;

  
	
   

  	
   

  	
   

  
	
  (iii)                 Maker
  collects rents in advance in violation of any covenant under the Loan
  Documents,

  	
   

  	
  To the extent of such
  rents collected in advance;

  
	
   

  	
   

  	
   

  
	
  (iv)                Maker commits
  any (1) fraud, (2) intentional and material misrepresentation,
  (3) grossly negligent misrepresentation, or (4) physical waste 

  	
   

  	
  To the extent of any
  remedies available at law or in equity;

   

  



 


I-8

















 


	
  ACT
  OR OMISSION:

  	
   

  	
  LIABILITY:

  
	
   

  	
   

  	
   

  
	
  of the Real Property,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (v)                   Gross
  revenues from the Real Property are sufficient to pay any regularly scheduled
  payment of the indebtedness then due and payable, operating and maintenance
  expenses (including real estate taxes) then due and payable, insurance
  premiums then due and payable, deposits then required to be made into a
  reserve account, or other sums then required to be paid by the Loan
  Documents, and Maker fails to make such payments or deposits when due,

  	
   

  	
  To the extent of any funds
  diverted by Maker (or anyone acting on Maker’s behalf) from such payments or
  expenses during the period six (6) months prior to Holder’s notice of
  acceleration through the date Holder takes title to the Real Property; and

  
	
   

  	
   

  	
   

  
	
  (vi)                Maker or, to
  the extent applicable, any tenant under a Lease that is obligated to maintain
  insurance pursuant to the terms of such Lease, fails to maintain the levels,
  coverages and maximum deductibles of insurance required under the Loan
  Documents, to the extent that a casualty or liability occurs or arises and
  insurance proceeds would have been available had such insurance been
  maintained,

  	
   

  	
  In the amount of the loss
  incurred as the result of such uninsured casualty or uninsured liability.

  



 


(b)           There shall be no limitation on or prejudice to the rights
of Holder to proceed against any person or entity, including, without
limitation, Maker, or on the exercise of any of Holder’s rights under any
indemnity from Maker to Holder;


 


(c)           There shall be no limitation on or prejudice to the rights
of Holder to proceed against any entity or person whatsoever, including,
without limitation, Maker, with respect to the enforcement of any guarantees of
the Principal Indebtedness or other sums due hereunder or under any of the
other Loan Documents or any part thereof, any master leases, or any similar
rights of payment.


 


15.          Time of the Essence. 
Time is of the essence in this Note and the other Loan Documents.


 


16.          Attorneys’ Fees. 
Any reference to “attorney fees,” “attorney’s fees” or “attorneys’ fees”
in this document includes but is not limited to the fees, charges and costs
incurred by Holder through its retention of outside legal counsel and the
reasonably allocated fees, costs and 


 


I-9

















 


charges for services
rendered by Holder’s in-house counsel. 
Any reference to “attorney fees,” “attorney’s fees” or “attorneys’ fees”
shall also include but not be limited to those attorneys or legal fees, costs
and charges incurred by Holder following an Event of Default in the collection
of any Indebtedness (or any portion thereof), the enforcement of any
obligations hereunder or under any of the Loan Documents, the protection of the
Security, the foreclosure of (or exercise of power under) the Portfolio Mortgages, the sale of the Security,
the defense of actions arising hereunder and the collection, protection or set
off of any claim Holder may have in a proceeding under Title 11, United States
Code.  Attorney’s fees provided for
hereunder shall accrue whether or not Holder has provided notice of an Event of
Default or of an intention to exercise its remedies for such Event of Default.


 


17.          WAIVER OF TRIAL BY JURY.  MAKER AND HOLDER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO ANY MATTER ARISING OUT OF OR
CONCERNING THE SUBJECT MATTER OF THIS NOTE.


 


18.          Wire Transfer. 
Payment by Maker to Holder of the entire indebtedness evidenced by the
Note and the other Loan Documents, whether by prepayment, at the Maturity Date,
by Acceleration of Maturity, or otherwise, shall be deemed made on a designated
Business Day only if such funds are both sent by a federal wire transfer of
immediately available funds and are received by Holder on such designated
Business Day no later than 2:00 p.m. local time in the state where Holder’s
account is located.   Funds not so
received shall continue to bear interest at the applicable rate until payment
is received in compliance with the foregoing.


 


19.          Business Purpose.  Maker warrants that the Portfolio Loan is
being made solely to acquire or carry on a business or commercial enterprise,
and Maker is a business or commercial organization.  Maker further warrants that all of the
proceeds of the Portfolio Loan shall be used for commercial purposes and
stipulates that the Portfolio Loan shall be construed for all purposes as a
commercial loan, and is not made for personal, family, household or
agricultural purposes.


 


[SIGNATURES
ON NEXT PAGE]


 


I-10

















 


IN WITNESS WHEREOF, Maker
has duly executed this Note as a sealed instrument as of the day and year first
above written.


 


	
  WITNESS TO ALL:

  	
   

  	
  MAKER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRIME
  BORROWER:

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  STAG GI INVESTMENTS
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                          BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


[Signatures
Continued on Next Page]


 


I-11

















 


EXHIBIT J


 


FORM OF
PORTFOLIO MORTGAGE


 


MORTGAGE,
SECURITY AGREEMENT AND FIXTURE FILING


 


THIS MORTGAGE, SECURITY
AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of the        
day of                         ,
20   , by                                            
[INSERT NAME OF NEW SITE BORROWER], a Delaware limited liability company,
having its principal place of business at c/o STAG Capital Partners, LLC, 99
Chauncy Street, Boston, Massachusetts 02111 (hereinafter referred to as “Mortgagor”),
for the benefit of CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, a Connecticut corporation, having its principal
place of business at Wilde Building, A4-CRI, 900 Cottage Grove Road, Hartford,
Connecticut 06152, together with its successors, affiliates, nominees,
subsidiaries, investors, participants or assignees (hereinafter referred to
together as “Mortgagee”).


 


W I T N
E S S E T H:


 


WHEREAS, Mortgagee has
entered into a Master Loan Agreement with STAG GI INVESTMENTS HOLDINGS, LLC, a
Delaware limited liability company (the “Prime  Borrower”), dated
as of July 9, 2010, as amended by an Omnibus Amendment and Agreement by
and among Prime Borrower, Mortgagor and Mortgagee, among others, of even date
herewith (as amended, modified, substituted or supplemented from time to time,
the “Loan Agreement”), pursuant to which, inter alia, Mortgagee has
agreed, subject to the terms of the Loan Agreement, to make a mortgage loan to
Prime Borrower and Site Borrowers (as defined below) in the maximum aggregate
original principal amount of Sixty-Three Million and No/100 Dollars
($63,000,000) (the “Loan” or the “Portfolio Loan”);


 


WHEREAS, Prime Borrower
intends to own all of the membership interests in one or more special purpose
entities (each, a “Site Borrower” and, collectively, the “Site
Borrowers” and, together with the Prime Borrower, collectively and
individually, the “Borrower” or “Borrowers”) created to acquire
various parcels of real property and all improvements thereon and all rights
and appurtenances thereto (each, a “Site” and, collectively, the “Portfolio
Properties”);


 


WHEREAS, the Portfolio Loan
is evidenced and secured by (i) one or more promissory notes by Prime
Borrowers and one or more Site Borrowers (collectively and individually
referred to as the “Notes” or the “Portfolio Notes,” as the same
may be amended, modified, substituted or supplemented from time to time),
(iii) a mortgage, deed of trust, or indemnity deed of trust, assignment of
leases, rents and contracts, security agreement and fixture filing that
encumbers a Site (one from the applicable Site Borrower for each Site, each a “Portfolio
Mortgage” and collectively the “Portfolio Mortgages,” as the same
may be amended, modified, substituted or supplemented from time to time) and
other items of collateral, and (iv) such other security agreements, loan
agreements, disbursement agreements, supplemental agreements, 


 

















 


environmental indemnity
agreements, guaranties, assignments (both present and collateral) and other
instruments of indebtedness or security, including, without limitation, those
referenced in the Loan Agreement (including the Notes, the Portfolio Mortgages,
the Loan Agreement and this Mortgage, as the same may be amended, modified,
substituted or supplemented from time to time, the “Loan Documents”)
(all of the indebtedness and obligations under the Loan Documents being herein
called, the “Indebtedness”);


 


WHEREAS, pursuant to the
terms of the Loan Agreement, Lender will make an advance of the Loan proceeds
to Prime Borrower and Mortgagor, in the original principal amount of                                         
and No/100 Dollars ($               )
(the “           Advance”)
together with interest thereon, as evidenced by a Mortgage Note     
(“Note     ”) of even date
herewith, by Prime Borrower and Mortgagor payable to the order of Lender (Note     
constituting one of the “Notes” as defined above);


 


WHEREAS, the                 
Advance is secured by, in addition to the other Loan Documents, this Mortgage;


 


WHEREAS, Mortgagor
constitutes a Site Borrower, the                
Advance constitutes [the Initial Advance/an Additional Advance] (as defined in
the Loan Agreement), Note      constitutes [the Initial Note/a
Note], and this Mortgage constitutes [the Initial Portfolio Mortgage/a
Portfolio Mortgage]; and


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Mortgagor does hereby mortgage, grant with MORTGAGE COVENANTS,
bargain, sell, assign, pledge, transfer and convey unto Mortgagee and to
Mortgagee’s successors and assigns forever, all of the following described
land, improvements, real and personal property, rents and leases, and all of
its estate, right, title and interest therein (hereinafter collectively called
the “Security”):


 


The land described in Exhibit A attached hereto and made
a part hereof, situate, lying and begin in the City/Town of                ,
County of                ,
and State/Commonwealth of                
(the “Land”);


 


TOGETHER with all buildings
and other improvements now or hereafter located on the Land or any part
thereof, including but not limited to, all extensions, betterments, renewals,
renovations, substitutes and replacements of, and all additions and
appurtenances to the Security (the “Improvements”);


 


TOGETHER with all of the
right, title and interest of Mortgagor in and to the land lying in the bed of
any street, road, highway or avenue in front of or adjoining the Land to the
center lines thereof;


 


TOGETHER with all easements
now or hereafter located on or appurtenant to the Land and/or the Improvements
or under or above the same or any part thereof, rights-of-way, licenses,
permits, approvals, and privileges, belonging or in any way appertaining to the
Land and/or the Improvements including without limitation (i) any drainage
ponds or other like drainage areas


 


J-2

















 


not located on the Land
which may be required for water run-off, (ii) any easements necessary to
obtain access from the Land to such drainage areas, or to any other location to
which Mortgagor has a right to drain water or sewage, (iii) any land
required to be maintained as undeveloped land by the zoning rules and
regulations applicable to the Land, (iv) any easements and agreements
which are or may be established to allow satisfactory ingress to, egress from
and operation of the Land and/or the Improvements, and (v) any sanitary
sewer, drainage, water and utility service agreements benefiting the Real
Property (as hereinafter defined) or any part thereof;


 


TOGETHER with any and all
awards heretofore made and hereafter to be made by any governmental, municipal
or State (as hereinafter defined) authorities to the present and all subsequent
owners of the Security for the taking of all or any portion of the Security by
power of eminent domain, including, without limitation, awards for damage to
the remainder of the Security and any awards for any change or changes of grade
of streets affecting the Security, which said awards are hereby assigned to
Mortgagee, and Mortgagee, at its option, is hereby authorized, directed and
empowered to collect and receive the proceeds of any such awards from the
authorities making the same and to give proper receipts and acquittances
therefor, and to apply the same toward the payment of the Indebtedness (as
defined in the Loan Agreement), notwithstanding the fact that such amount may
not then be due and payable; and Mortgagor hereby covenants and agrees to and
with Mortgagee, upon request by Mortgagee, to make, execute and deliver, at
Mortgagor’s expense, any and all assignments and other instruments sufficient
for the purpose of assigning the aforesaid awards to Mortgagee, free, clear and
discharged of any and all encumbrances of any kind or nature whatsoever (all of
the foregoing Land, Improvements, rights, easements, rights-of-way,
licenses, privileges, and awards, collectively, the “Real Property”);


 


TOGETHER with all proceeds,
insurance or otherwise, paid for the damage done to any of the Security and all
proceeds of the conversion, voluntarily or involuntarily, of any of the
Security into cash or liquidated claims;


 


TOGETHER with all fixtures,
machinery, equipment, goods, and every other article of personal property,
tangible and intangible, now or hereafter attached to or used in connection
with the Real Property, or placed on any part thereof and whether or not
attached thereto, appertaining or adapted to the use, management, operation or
improvement of the Real Property, insofar as the same and any reversionary
right thereto may now or hereafter be owned or acquired by Mortgagor,
including, without limitation:  all
partitions; screens; awnings; shades; blinds; floor coverings; hall and lobby
equipment; heating, lighting, plumbing, ventilating, refrigerating,
incinerating, elevator, escalator, air conditioning and communication plants or
systems with appurtenant fixtures; vacuum cleaning systems; call systems;
sprinkler systems and other fire prevention and extinguishing apparatus and
materials; all equipment, manual, mechanical and motorized, for the
construction, maintenance, repair and cleaning of, and removal of snow from,
parking areas, walks, underground ways, truck ways, driveways, common areas,
roadways, highways and streets; all equipment, manual, mechanical and
motorized, for the transportation of customers or employees to and from the
store facilities on the Real Property; all telephone, computer and other electronic
equipment and appurtenances thereto, including software; and all other
machinery, pipes, poles, appliances, equipment, wiring, fittings, panels and
fixtures; and any proceeds therefrom, any replacements thereof or additions or
accessions


 


J-3

















 


thereto; and all building
materials, supplies and other property delivered to the Real Property for
incorporation into the Improvements thereon, all of which are declared to be a
part of the realty and covered by the lien hereof, but said lien shall not
cover any fixture, machinery, equipment or article of personal property which
is owned by a lessee and not required for the operation or maintenance of the
Real Property, provided said fixture, machinery, equipment or article of
personal property is not permanently affixed to the realty and may be removed
without material damage thereto and is not a replacement of any item which
shall have been subject to the lien hereof; but said lien shall include any
other fixture, machinery, equipment or article of personal property so
incorporated into the Improvements so as to constitute realty under applicable
law, whether or not owned by the Mortgagor;


 


TOGETHER with all of
Mortgagor’s books of account and records relating to the Security, including
all computerized or electronic books and records;


 


TOGETHER with all contracts
for sale, leases in the nature of sales and all leases and subleases of the
Real Property, or any portion thereof, now and hereafter entered into and all
right, title and interest of Mortgagor thereunder, including, without
limitation, cash or securities deposited thereunder to secure performance by
the lessees or contract purchasers; all rents, royalties, issues and profits;
all proceeds and revenue arising from or out of the Real Property or any part
thereof; all licenses, permits, franchises, governmental approvals and all
sanitary sewer, drainage, water and utility service agreements benefiting the
Real Property or any part thereof, together with all accounts, accounts
receivable, credit card receipts, contract rights, reserve accounts required to
be established hereunder, general intangibles, documents, instruments and
chattel paper, and proceeds of any of the foregoing arising from or in
connection with the Real Property, including all books and records in
connection therewith; and all rights of Mortgagor under any leases, covenants,
agreements, easements, restrictions or declarations recorded with respect to,
or as an appurtenance to, the Real Property or any part thereof (all of the
tangible and intangible personal property described in this and the previous
paragraphs, and Mortgagor’s interest, as lessee, under any lease of property
included within the description of the tangible and intangible personal property
described above, collectively, the “Personal Property”);


 


TOGETHER with all of the
right, title and interest of Mortgagor in and to all and singular the
tenements, hereditaments and appurtenances belonging to or in any way
pertaining to the Security; all the estate, right, title and claim whatsoever
of Mortgagor, either in law or in equity, in and to the Security; and any and
all other, further or additional title, estate, interest or right which may at
any time be acquired by Mortgagor in or to the Security, and if Mortgagor shall
at any time acquire any further estate or interest in or to the Security, the
lien of this Mortgage shall attach, extend to, cover and be a lien upon such
further estate or interest automatically without further instrument or
instruments, and Mortgagor, upon request of Mortgagee, shall execute such
instrument or instruments as shall reasonably be requested by Mortgagee to
confirm such lien, and Mortgagor hereby irrevocably appoints Mortgagee as
Mortgagor’s attorney-in-fact (which appointment is coupled with an interest) to
execute all such instruments if Mortgagor shall fail to do so within ten (10) days
after demand;


 


TO HAVE AND TO HOLD the
Security, and each and every part thereof, unto Mortgagee and its successors
and assigns forever, for the purposes and uses herein set forth.


 


J-4

















 


THIS
MORTGAGE IS GRANTED TO SECURE THE INDEBTEDNESS AS PROVIDED IN THE LOAN
AGREEMENT, AS THE INDEBTEDNESS MAY BE ALLOCATED AND RE-ALLOCATED AMONG THE
BORROWERS, ALL AS MORE PARTICULARLY PROVIDED IN THE LOAN AGREEMENT.


 


AND, Mortgagor hereby
further covenants, agrees and warrants as follows:


 


1.             Payment of Indebtedness.  Mortgagor and each Borrower (except as
otherwise provided in the Loan Agreement) will pay the Indebtedness in
accordance with the provisions of the Notes and the Loan Agreement and all
prepayment charges, late charges and fees required thereunder, and all
extensions, renewals, modifications, amendments and replacements thereof, and
will keep and perform all of the covenants, promises and agreements, and pay
all sums provided in (i) each of the Notes or any other promissory note or
notes at any time hereafter issued to evidence the Indebtedness, (ii) the
Portfolio Mortgages, (iii) the Loan Agreement, and (iv) any and all
other Loan Documents, all in the manner herein or therein set forth.


 


2.             Covenants of Title.  Mortgagor has good, clear record and
marketable title to the entire Real Property in fee simple; has absolute
unencumbered title to the Personal Property; and has good right and full power
to sell, mortgage and convey the same; the Security is free and clear of
easements, restrictions, liens, leases and encumbrances, in each case except
those easements, restrictions, liens, leases and encumbrances listed on Schedule
B of the policy or policies of title insurance delivered to Mortgagee as of
the recordation of this Mortgage (the “Permitted Encumbrances”), to
which this Mortgage is expressly subject, or which may hereafter be created in
accordance with the terms hereof; and Mortgagor will warrant and defend title
to the Security against all claims and demands whatsoever except the Permitted
Encumbrances.  Mortgagee shall have the
right, at its option and at such time or times as it, in its sole discretion,
shall deem necessary, to take whatever action it may deem necessary to defend
or uphold the lien of this Mortgage and, subject to the notice and cure rights
set forth herein and in the other Loan Documents, to enforce any of the rights
of Mortgagee hereunder or any obligation secured hereby, including without
limitation, the right to institute appropriate legal proceedings for such
purposes.


 


3.             Loan Agreement.  The terms of the Loan Agreement are hereby
incorporated herein by reference.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Loan Agreement. 
Mortgagor agrees to pay and perform all obligations and covenants set
forth in the Loan Agreement as if fully set forth herein.  This Mortgage also secures Mortgagor’s
obligations under the Loan Agreement, to the extent provided therein.


 


4.             Independence of Security.  Mortgagor shall not by act or omission permit
any building or other improvement on any premises not subject to the lien of
this Mortgage to rely on the Security or any part thereof or any interest
therein to fulfill any municipal or governmental requirement, and Mortgagor
hereby assigns to Mortgagee any and all rights to give consent for all or any
portion of the Security or any interest therein to be so used.  Similarly, no part of the Security shall rely
on any premises not subject to the lien of this Mortgage or any interest
therein to fulfill any governmental or municipal requirement.  Mortgagor shall not by act or omission impair
the integrity of the Real Property as one or more zoning lots that are separate
and apart 


 


J-5

















 


from any premises not
subject to the lien of this Mortgage, and as one or more complete tax parcels,
separate and apart from all other premises. 
Any act or omission by Mortgagor which would result in a violation of
any of the provisions of this Section shall be void.


 


5.             No Transfer.  Except as otherwise set forth in the Loan
Agreement, Mortgagor shall not transfer, sell or assign the Security, any
interest in the Security, or any controlling interest in Mortgagor or any
controlling interest in an entity that owns or controls Mortgagor.  For purposes of this Section, the terms “control”
and “controlling” mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of
Mortgagor, whether through the ownership of voting securities, by contract or
otherwise.


 


6.             No Other Liens.  Mortgagor shall not consent, agree to, or
permit any mortgage, lien or security interest, upon or affecting the Security
or any part thereof except as granted or permitted in this Mortgage and any
other lien or security interest granted to Mortgagee, and shall not pledge or
otherwise encumber all or any of the interests in Mortgagor, as security for
any financings.


 


Mortgagor
will promptly pay and discharge any and all amounts which are now or hereafter
become liens against the Security whether or not superior to the lien hereof or
to any assignment of rents and leases given to Mortgagee.


 


The
covenants of this Section shall survive any foreclosure and sale of the
Security and any conveyance thereof by deed in lieu of foreclosure with respect
to any such liens in existence as of the date of transfer of title.


 


7.             Assignment of Rents and Leases.  Subject to the limited license granted by
Mortgagor in the Assignment of Rents and Leases (defined below), Mortgagor
hereby presently, irrevocably, absolutely and unconditionally transfers,
assigns and sets over unto Mortgagee all of its right, title and interest in
and to all present and future leases, subleases, license agreements, concession
agreements, lease termination agreements and other occupancy agreements of any
nature, oral or written, of all or any portion of the Real Property, together
with all modifications, supplements, extensions, renewals and replacements
thereof now existing or hereafter made (each a “Lease” and collectively,
the “Leases”), and also together with the rights to sue for, collect and
receive all rents, prepaid rents, additional rents, royalties, security
deposits, damages payable upon default by tenant, or other sums in any of the
Leases provided to be paid to the landlord thereunder, profits, income, license
fees, concession fees, lease termination fees and issues of the Security
(collectively, “Rents”), to be applied by Mortgagee in payment of the
Indebtedness and also together with the rights of Mortgagor to receive, hold
and apply all bonds and security in all of the Leases provided to be furnished
to the landlord thereunder, and also together with any and all guaranties of
the obligations of the tenants thereunder and the rights of Mortgagor to
enforce any and all of the agreements, terms, covenants and conditions in all
of the Leases provided and to give notices thereunder.  Mortgagee may receive and collect the Rents,
personally or through a receiver, upon the occurrence of an Event of Default.  Mortgagor agrees to consent to a receiver if
this is believed necessary or desirable by Mortgagee to enforce its rights
under this Section.


 


J-6














 


Mortgagor
shall not otherwise assign or pledge, or contract, expressly or by implication,
to assign or pledge, any Lease or the rights to sue for, collect and receive
any Rents, or the rights to receive, hold and apply any bonds and security in
any of the Leases provided to be furnished to the landlord thereunder, or the
rights to enforce any of the agreements, terms, covenants or conditions of the
Leases or to give notices thereunder, unless in each instance the written
consent thereto of Mortgagee be first obtained.


 


Nothing
in this Mortgage shall be construed to obligate Mortgagee, expressly or by
implication, to perform any of the covenants of Mortgagor as landlord under any
of the Leases hereinabove assigned or to pay any sum of money or damages therein
provided to be paid by the landlord.


 


If
Mortgagee shall from time to time suffer or permit Mortgagor to sue for,
collect or receive any Rents, or to receive, hold or apply any bonds or
security under the Leases, or to enforce any of the agreements, terms,
covenants or conditions thereunder or to give notices thereunder, neither such
sufferance nor permission shall constitute a waiver or relinquishment by
Mortgagee of the rights hereunder and hereby assigned to Mortgagee with respect
to any subsequent Rents or with respect to any subsequent receipt, holding or
application of bonds or security or any subsequent enforcement of such
agreements, terms, covenants or conditions or any subsequent notices.


 


Reference
is made to that certain Assignment of Rents and Leases, executed by Mortgagor
in favor of Mortgagee, of even date and record herewith (the “Assignment of
Rents and Leases”).  To the extent
not provided herein, the terms and provisions of the Assignment of Rents and
Leases are by this reference incorporated herein as though fully set forth
herein.  This Mortgage also secures
Mortgagor’s obligations under the Assignment of Rents and Leases.


 


8.             Future Leases.  Except as otherwise set forth in the Loan
Agreement, Mortgagor will not hereafter make any Lease to any tenant, or amend,
modify, terminate, renew or extend any Lease (other than a renewal, extension
or expansion to which a tenant is entitled under the terms of an existing Lease
or contained in a Lease that is subsequently approved by Mortgagee), affecting
the Security unless Mortgagee shall first consent in writing to the terms of
the Lease and the form of the Lease. 
Except as otherwise set forth in the Loan Agreement, all Leases and
subleases and any amendments, modifications, replacements, extensions, renewals
or terminations thereof executed after the date hereof must be submitted to
Mortgagee for prior written approval. 
Notwithstanding the foregoing, (i) Mortgagee’s consent to the above
matters shall be required only to the extent provided for in the Loan
Agreement, and (ii) whenever such consent is required, the standards and
procedures for the giving (or deemed giving) or withholding of such consent
shall be as set forth in the Loan Agreement.


 


Mortgagor
shall promptly deliver to Mortgagee a fully-executed copy (certified by
Mortgagor to be true, complete and correct) of each approved Lease, together
with a Lease estoppel certificate and subordination, non-disturbance and
attornment agreement (an “SNDA”), each in form reasonably acceptable to
Mortgagee.


 


J-7

















 


All
Leases must be subordinate to the lien of this Mortgage unless Mortgagee
otherwise specifies.  Unless otherwise
approved by Mortgagee, each Lease must contain a provision that, upon notice to
tenant by Mortgagee, the Lease shall become superior, in whole or in part, to
the lien of the Mortgage.  Without
limiting the foregoing, Mortgagee hereby reserves the right to subordinate this
Mortgage to any Lease subsequently made by recording with the                                         
[INSERT RECORDING OFFICE] in which this Mortgage is recorded, a declaration to
that effect, executed by Mortgagee, which declaration once so recorded shall be
binding upon the tenant under such Lease and such tenant’s successors and
assigns.


 


Mortgagor
will from time to time upon reasonable demand of Mortgagee, confirm in writing
the assignment to Mortgagee of any or all Leases of the Land and space in the
Improvements, and such written confirmation shall be in such form as Mortgagee
shall reasonably require and as shall be necessary to make the same recordable.


 


Nothing
in this Mortgage shall be construed to obligate Mortgagee, expressly or by
implication, to perform any of the covenants of Mortgagor as landlord under any
of the Leases hereinabove assigned or to pay any sum of money or damages
therein provided to be paid by the landlord.


 


9.             Mortgagor’s Obligations as
Landlord.  (a) Mortgagor shall,
at Mortgagor’s cost and expense, promptly and fully perform in all material
respects each and every covenant, condition, promise and obligation on the part
of the landlord to be performed pursuant to the terms of each and every Lease
or letting, written or oral, now or hereafter made with respect to the Security
or any part or parts thereof, and shall not suffer or permit there to exist any
default in such performance on the part of such landlord or permit any event to
occur which would give the tenant under any such Lease the right to terminate
the same or to offset Rent.


 


(b)          Mortgagor shall give
Mortgagee prompt notice of any default under any Lease upon Mortgagor becoming
aware of such matter, and immediate notice of the receipt by Mortgagor of any
notice of default from the tenant or its successors or assigns under a Lease,
and Mortgagor shall furnish to Mortgagee promptly any and all information which
Mortgagee may reasonably request concerning the performance and observance of
all covenants, agreements and conditions contained in the Leases by the
landlord thereunder to be kept, observed and performed and concerning the
compliance with all terms and conditions of the Leases.  Mortgagor hereby authorizes Mortgagee and its
representatives to make reasonable investigations and examinations concerning
such performance, observance and compliance, and Mortgagor, upon reasonable
request, shall promptly deposit with Mortgagee any and all documentary evidence
relating to such performance, observance and compliance and copies of any and
all notices, communications, plans, specifications or other instruments or
documents received or given by Mortgagor in any way relating to or affecting
the Leases which may concern or affect the estate of the landlord or the tenant
in or under the Leases or in the premises thereby demised.


 


(c)           In the event of any
failure by Mortgagor to keep, observe or perform any covenant, agreement or
condition contained in the Leases or to comply with the terms and conditions of
the Leases, any performance, observance or compliance by Mortgagee pursuant to 


 


J-8

















 


this Mortgage on behalf of Mortgagor shall not remove or waive, as
between Mortgagor and Mortgagee the corresponding Event of Default under the
terms of this Mortgage.


 


10.                                 Leases;
Foreclosure.  Any proceedings
or other steps taken by Mortgagee to foreclose this Mortgage, or otherwise to
protect the interests of Mortgagee hereunder, shall not operate to terminate
the rights of any present or future tenant of space in the Improvements,
notwithstanding that said rights may be subject and subordinate to the lien of
this Mortgage, unless Mortgagee specifically elects otherwise in the case of
any particular tenant.  The failure to
make any such tenant a defendant in any such foreclosure proceeding and to
foreclose such tenant’s rights will not be asserted by Mortgagor or any other
defendant in such foreclosure proceeding as a defense to any proceeding
instituted by Mortgagee to foreclose this Mortgage or otherwise protect the
interests of Mortgagee hereunder.


 


11.                                 Events of
Default.  Each of the following shall
constitute an “Event of Default” hereunder and shall entitle the Mortgagee to
exercise its remedies hereunder and under any of the other Loan Documents or as
otherwise provided by law:


 


(a)                                  An Event of Default
occurs under the Loan Agreement;


 


(b)                                 An Event of
Default occurs under any other Loan Document, including, without limitation,
any other Portfolio Mortgage;


 


(c)                                  Breach of the
provisions of Section 5 or 6 of this Mortgage; provided, however, that if such
breach was the result of an involuntary transfer or lien, such breach remains
uncured for more than thirty (30) days following notice from Mortgagee to
Mortgagor with respect thereto.


 


12.                                 Remedies Upon
Default.  Immediately upon the
occurrence of any Event of Default, Mortgagee shall have the option, in
addition to and not in lieu of or substitution for all other rights and
remedies provided in this Mortgage or any other Loan Document or provided by
law or in equity, and is hereby authorized and empowered by Mortgagor, to do
any or all of the following, to the extent permitted by applicable law:


 


(a)                                                  Declare without
notice the entire unpaid amount of the Indebtedness immediately due and payable
and, at Mortgagee’s option, (i) to bring suit therefor, or (ii) to
bring suit for any delinquent payment of or upon the Indebtedness, or (iii) to
take any and all steps and institute any and all other proceedings in law or in
equity that Mortgagee deems necessary to enforce payment of the Indebtedness
and performance of other obligations secured hereunder and to protect the lien
of this Mortgage.


 


(b)                                                 Commence
foreclosure proceedings against the Security, in a single parcel or in several
parcels, through judicial proceedings, by advertisement or as otherwise provided
by law, at the option of Mortgagee, pursuant to the statutes in such case made
and provided, and to sell the Security or to cause the same to be sold at
public sale, and to convey the same to the purchaser, in accordance with said
statutes in a single parcel or in several parcels at the option of Mortgagee.


 


J-9

















 


(c)                 Proceed
against the Personal Property in accordance with Mortgagee’s rights and
remedies with respect to the Personal Property including the right to sell the
Personal Property together with the Real Property separately and without regard
to the remainder of the Security in accordance with Mortgagee’s rights and
remedies provided by the                         
[INSERT STATE] Uniform Commercial Code as well as other rights and remedies
available at law or in equity.


 


(d)                Cause to be
brought down to date a title examination and tax histories of the Security,
procure title insurance or title reports or, if necessary, procure new
abstracts and tax histories.


 


(e)                 Procure an
updated or entirely new environmental audit of the Security including building,
soil, ground water and subsurface investigations; have the Improvements
inspected by an engineer or other qualified inspector and procure a building inspection
report; procure an MAI or other appraisal of the Security or any portion
thereof; enter upon the Security at any time and from time to time to
accomplish the foregoing and to show the Security to potential purchasers and
potential bidders at foreclosure sale; make available to potential purchasers
and potential bidders all information obtained pursuant to the foregoing and
any other information in the possession of Mortgagee regarding the Security.


 


(f)                 Either by
itself or by its agent to be appointed by it for that purpose or by a receiver
appointed by a court of competent jurisdiction, as a matter of strict right,
without notice and without regard to the adequacy or value of any security for
the Indebtedness or the solvency of any party bound for its payment, to take
possession of and to operate the Security, Mortgagor hereby waiving any right
Mortgagor might have to object to or oppose any such possession, and whether or
not Mortgagee has taken possession of the Security, to collect and apply the
Rents, including those past due and unpaid, after payment of all necessary
charges and expenses, in reduction of the Indebtedness.  The receiver shall have all of the rights and
powers permitted under the laws of the State/Commonwealth of                         
[INSERT STATE].  Except for damage caused
by Mortgagee’s willful misconduct, Mortgagor hereby waives any claim Mortgagor
may have against Mortgagee for mismanagement of the Security during Mortgagee’s
operation of the Security under this subparagraph or as mortgagee in actual
possession under applicable statutes.


 


(g)                Mortgagee may,
at its option, without waiving any Event of Default, pay, perform or observe
the same, and all payments made or costs or expenses incurred by Mortgagee in
connection therewith shall be secured hereby and shall be, without demand,
immediately repaid by Mortgagor to Mortgagee with interest thereon at the
Default Rate hereunder.  Mortgagee shall
be the sole judge of the necessity for any such actions and of the amounts to be
paid.  Mortgagee is hereby empowered to
enter and to authorize others to enter upon the Security or any part thereof
for the purpose of performing or observing any such defaulted term, covenant or
condition without thereby becoming liable to Mortgagor or any person in
possession holding under Mortgagor.


 


(h)                Apply against
the Indebtedness in such order as Mortgagee shall determine any funds held for
the benefit of Mortgagor in escrow by Mortgagee or by any third-party escrow 


 


J-10

















 


agent
under any of the Loan Documents, including without limitation, any funds held
under the Tax Escrow Agreement and/or the General Reserve Escrow Agreement (as
each are defined in the Loan Agreement).


 


(i)                  Upon any
foreclosure sale, Mortgagee may bid for and purchase the Security and shall be
entitled to apply all or any part of the Indebtedness as a credit to the
purchase price.  In the event of any sale
of the Security by foreclosure, through judicial proceedings, by advertisement
or otherwise, the proceeds of any such sale which are applied in accordance
with this Mortgage shall be applied in the following order to:  (i) all expenses incurred for the
collection of the Indebtedness and the foreclosure of this Mortgage, including
reasonable attorneys’ fees, or such attorneys’ fees as are permitted by law; (ii) all
sums expended or incurred by Mortgagee directly or indirectly in carrying out
the terms, covenants and agreements of the Notes evidencing the Indebtedness,
of this Mortgage and any other Loan Documents, together with interest thereon
as therein provided; (iii) all late payment charges, prepayment fees,
advances and other amounts due under any of the Loan Documents; (iv) all
accrued and unpaid interest upon the Indebtedness; (v) the unpaid
principal amount of the Indebtedness; and (vi) the surplus, if any, to the
person or persons legally entitled thereto.


 


Mortgagor will pay to
Mortgagee upon demand all costs and expenses incurred by Mortgagee in the
exercise of Mortgagee’s rights and remedies under this Mortgage and the other
Loan Documents for collection of the Indebtedness, foreclosure on the Security
or otherwise, including without limitation title insurance fees and premiums,
environmental consultant’s charges and appraisal, engineering and inspection
fees, receiver’s fees, costs and agent’s compensation, auctioneer’s fees and
foreclosure sale advertising costs, any deed excise tax stamps required to be
affixed to the foreclosure deed and court filing fees, together with attorneys’
fees and costs which shall include without limitation all attorneys’ fees and
costs incurred in connection with (A) the exercise of Mortgagee’s rights
and remedies as aforesaid, (B) any negotiations, other services and advice
rendered regarding restructuring of the Indebtedness prior to any foreclosure
sale, whether or not any such restructuring is actually accomplished, and (C) any
petition filed by or against Mortgagor under Title 11 of the Bankruptcy
Code.  Any such amounts incurred by Mortgagee
shall be secured hereby and shall be immediately repaid by Mortgagor to
Mortgagee upon demand with interest thereon at the Default Rate.


 


To the maximum extent
permitted under applicable law, Mortgagor hereby waives any right Mortgagor may
have to interfere with any foreclosure auction sale held upon the Security and
agrees that after such sale, Mortgagor will have no right to possess or remain
upon the Security, Mortgagor acknowledging Mortgagor’s status as a trespasser
in such circumstances.


 


In the event of any
acceleration of the Indebtedness pursuant to the first paragraph of this
Section, Mortgagor shall pay to Mortgagee together with the principal
indebtedness and interest thereon, an amount equal to the Prepayment Fee
provided for in the Notes and such fee shall be included as part of the
Indebtedness.


 


Failure to exercise any
option to accelerate in the event of a default or other circumstance permitting
the exercise of such option, shall not constitute a waiver of the default or of
the right 


 


J-11

















 


to exercise such option at a
later time, or a waiver of the right to exercise such option in the event of
any other default or circumstance specified above.


 


13.           Waiver of Statutory Rights.  Mortgagor agrees, to the full extent
permitted by law, that in an Event of Default on the part of Mortgagor
hereunder, neither Mortgagor nor anyone claiming through or under Mortgagor
will set up, claim, or seek to take advantage of any moratorium, reinstatement,
forbearance, appraisement, valuation, stay, homestead, extension, exemption or
redemption laws now or hereafter in force, in order to prevent or hinder the
enforcement or foreclosure of this Mortgage, or the sale of the Security or the
delivery of possession thereof immediately after such sale to the purchaser at
such sale, and Mortgagor, for itself and all who may at any time claim through
or under it, hereby waives to the full extent that it may lawfully do so, the
benefit of all such laws, and any and all rights to have the assets subject to
the security interest of this Mortgage marshaled upon any foreclosure or sale
under the power granted herein.


 


14.           Security Interest.  This Mortgage shall, as to any equipment and
other Personal Property covered hereby, be deemed to constitute a security
agreement, and Mortgagor, as debtor, hereby grants to Mortgagee, as secured
party, a security interest therein pursuant to the                        
[INSERT STATE] Uniform Commercial Code (the “UCC”).  Mortgagor agrees, upon reasonable request of
Mortgagee, to furnish an inventory of Personal Property owned by Mortgagor and
subject to this Mortgage and, upon request by Mortgagee, to execute any
supplements to this Mortgage, any separate security agreement and any financing
statements and continuation statements in order to include specifically said
inventory of Personal Property or otherwise to perfect the security interest
granted hereby, provided that the same are consistent with and do not
materially increase the obligations of Mortgagor under the Loan Documents.  Upon any Event of Default, Mortgagee shall
have all of the rights and remedies provided in the UCC or otherwise provided
by law or by this Mortgage, including but not limited to the right to require
Mortgagor to assemble such Personal Property and make it available to Mortgagee
at a place to be designated by Mortgagee which is reasonably convenient to both
parties, the right to take possession of such Personal Property with or without
demand and with or without process of law and the right to sell and dispose of
the same and distribute the proceeds according to law.  The parties hereto agree that any requirement
of reasonable notice shall be met if Mortgagee sends such notice to Mortgagor
at least five (5) days prior to the date of sale, disposition or other
event giving rise to the required notice, and that the proceeds of any
disposition of any such Personal Property may be applied by Mortgagee first to
the reasonable expenses in connection therewith, including reasonable attorneys’
fees and legal expenses incurred, and then to payment of the Indebtedness.  With respect to the Personal Property that
has become so attached to the Real Property that an interest therein arises
under the real property law of the State of                                 
[INSERT STATE], this Mortgage shall also constitute a financing statement and a
fixture filing under the UCC.


 


15.           Right of Entry.  Mortgagee and Mortgagee’s representatives may
at all reasonable times and upon reasonable prior notice to Mortgagor enter
upon the Security and inspect the same, or cause it to be inspected by agents,
employees or independent contractors of Mortgagee, and show the same to others,
provided that (a) Mortgagee shall not be obligated to make any such entry
or inspection, (b) any entry, inspection or other activities shall be
subject to the rights of tenants under Leases and shall not unreasonably
interfere with any activities of any tenant at 


 


J-12

















 


the Real Property, and
(c) upon any Event of Default, Mortgagee and Mortgagee’s representatives
may make such entry and carry on such activities at all times and without
notice to Mortgagor, but subject to the rights of any tenant of the Real
Property.


 


16.           Rights Cumulative.  Each right and remedy of Mortgagee under this
Mortgage, the Notes and any other Loan Documents shall be in addition to every
other right and remedy of Mortgagee and such rights and remedies may be
enforced separately or in any combination.


 


17.           Subrogation.  To the extent that proceeds of the
Indebtedness are used to pay any outstanding lien, charge or encumbrance
affecting the Security, such proceeds have been advanced by Mortgagee at
Mortgagor’s request, and Mortgagee shall be subrogated to all rights, interest
and liens owned or held by any owner or holder of such outstanding liens,
charges and encumbrances, irrespective of whether such liens, charges or
encumbrances are released of record; provided, however, that the terms and
provisions hereof shall govern the rights and remedies of Mortgagee and shall
supersede the terms, provisions, rights, and remedies under the lien or liens
to which Mortgagee is subrogated hereunder.


 


18.           No Waiver.  Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms and provisions hereof shall
not be deemed to be a waiver of any of the terms and provisions hereof, and
Mortgagee, notwithstanding any such failure, shall have the right thereafter to
insist upon the strict performance by Mortgagor of any and all of the terms and
provisions hereof to be performed by Mortgagor.


 


19.           Mortgage Extension.  The lien hereof shall remain in full force
and effect during any postponement or extension of the time of payment of the
Indebtedness, or of any part thereof, and any number of extensions or
modifications hereof, or any additional notes taken by Mortgagee, shall not
affect the lien hereof or the liability of Mortgagor or of any subsequent
obligor to pay the Indebtedness unless and until such lien or liability be
expressly released in writing by Mortgagee.


 


20.           Indemnification.  Mortgagor shall indemnify and hold Mortgagee
harmless from and against all obligations, liabilities, losses, costs,
expenses, fines, penalties or damages (including attorneys’ fees) which
Mortgagee may incur by reason of this Mortgage or with regard to the Security
prior to the exercise of any remedies under this Mortgage; provided, however,
that such indemnity shall not apply to (i) any liabilities, losses, costs,
expenses, fines, penalties or damages arising on account of the gross
negligence or willful misconduct of Mortgagee, or (ii) any income or
franchise taxes imposed on Mortgagee. 
Mortgagor shall defend Mortgagee against any claim or litigation
involving Mortgagee for the same, and should Mortgagee incur such obligation,
liability, loss, cost, expense, fine, penalty or damage, then Mortgagor shall
reimburse Mortgagee upon demand.  Any
amount owed Mortgagee under this provision shall bear interest at the Default
Rate and shall be secured hereby.


 


21.           Nonrecourse.  The provisions set forth in Section 14
of the Notes are hereby incorporated herein by reference, mutatis mutandis,
and shall be applicable to this Mortgage as if set forth in full herein.


 


J-13

















 


22.           Attorneys’ Fees.  Any reference to “attorney fees”, “attorneys’
fees”, or “attorney’s fees” in this document includes but is not limited to the
fees, charges and costs incurred by Mortgagee through its retention of outside
legal counsel and the reasonably allocated fees, costs and charges for services
rendered by Mortgagee’s in-house counsel. 
Any reference to “attorney fees”, “attorneys’ fees”, or “attorney’s fees”
shall also include but not be limited to those attorneys or legal fees, costs
and charges incurred by Mortgagee following an Event of Default in the
collection of the Indebtedness (or any portion thereof), the enforcement of any
obligations hereunder or under any of the Loan Documents, the protection of the
Security, the foreclosure of (or exercise of power under) this Mortgage, the
sale of the Security, the defense of actions arising hereunder and the
collection, protection or set off of any claim the Mortgagee may have in a
proceeding under Title 11 of the Bankruptcy Code.  Attorneys fees provided for hereunder shall
accrue whether or not Mortgagee has provided notice of an Event of Default or
of an intention to exercise its remedies for such Event of Default.


 


23.           Administrative Fees.  Mortgagee shall have the right to charge
administrative fees during the term of the Notes as Mortgagee may determine, in
its sole reasonable discretion, in connection with any servicing requests made
by Mortgagor requiring Mortgagee’s evaluation, preparation and processing of
any such requests.  Administrative fees
shall not be charged for routine servicing matters contemplated by the Loan
Documents including, without limitation: 
processing payments; processing insurance and UCC continuation documentation;
processing escrow draws; review of tenant leases, SNDAs and tenant estoppels on
standard forms approved by Mortgagee without material modifications.  Such administrative fees shall apply without
limitation to requests for matters not permitted or contemplated by the Loan
Documents (including, without limitation, requests for transfers or
assignments, and requests for partial releases; requests for review of new
easements), and to requests, which, while contemplated by the Loan Documents,
because of the nature of the request, will require significantly more time than
an institutional lender, acting reasonably, would contemplate for such request
(including without limitation, requests for the approval of tenant leases,
tenant estoppels and SNDAs which contain material differences from Mortgagee’s
standard forms and approvals for transfers or assignments or partial releases
requiring the review of substantial materials by Mortgagee).  Mortgagee shall also be entitled to
reimbursement for professional fees it incurs for such administration,
including without limitation, those of architects, engineers and attorneys
(whether (i) employed by Mortgagee or its affiliate, or (ii) engaged
by Mortgagee or its affiliates as independent contractors).


 


24.           Protection of Security; Costs and
Expenses.  Mortgagor shall appear in
and defend any action or proceeding purporting to affect the security hereof or
the rights or powers of the Mortgagee, and shall pay all costs and expenses,
including without limitation cost of evidence of title and reasonable attorneys’
fees, in any such action or proceeding in which Mortgagee may appear, and in
any suit brought by Mortgagee to foreclose this Mortgage or to enforce or
establish any other rights or remedies of Mortgagee hereunder.  If Mortgagor fails to perform any of the
covenants or agreements contained in this Mortgage, or if any action or
proceeding is commenced which affects Mortgagee’s interest in the Security or
any part thereof, including, but not limited to, eminent domain, code
enforcement, or proceedings of any nature whatsoever under any federal or state
law, whether now existing or hereafter enacted or amended, relating to
bankruptcy, insolvency, arrangement, reorganization or other form of debtor
relief, or to a decedent, then Mortgagee may, but without obligation to do so
and without


 


J-14

















 


notice to or demand upon
Mortgagor and without releasing Mortgagor from any obligation hereunder, make
such appearances, disburse such sums and take such action as Mortgagee deems
necessary or appropriate to protect Mortgagee’s interest, including, but not
limited to, disbursement of attorneys’ fees, entry upon the Security to make
repairs or take other action to protect the security hereof, and payment,
purchase, contest or compromise of any encumbrance, charge or lien which in the
judgment of Mortgagee appears to be prior or superior hereto.  Mortgagor further agrees to pay all expenses
of Mortgagee incurred upon an Event of Default (including without limitation
fees and disbursements of counsel) incident to the protection of the rights of
Mortgagee hereunder, or to enforcement or collection of payment of the
Indebtedness, whether by judicial or non-judicial proceedings, or in connection
with any bankruptcy, insolvency, arrangement, reorganization or other debtor
relief proceeding of Mortgagor, or otherwise. 
Any amounts disbursed by Mortgagee pursuant to this Section shall
be additional indebtedness of Mortgagor secured by the Loan Documents as of the
date of disbursement and shall bear interest at the Default Rate (as defined in
the Loan Agreement).  All such amounts
shall be payable by Mortgagor immediately without demand.  Nothing contained in this Section shall
be construed to require Mortgagee to incur any expense, make any appearance, or
take any other action.


 


25.           Notices.  Any notice, demand, request, statement or
consent made hereunder shall be in writing, signed by the party giving such
notice, request, demand, statement, or consent, and shall be deemed to have
been properly given when delivered in accordance with the terms of the Loan
Agreement.


 


26.           Release.  As provided in Section 3 and Section 20
of the Loan Agreement, upon the satisfaction in full of the Allocated Loan
Amount (as defined in the Loan Agreement), or upon the satisfaction of the
applicable conditions in the Loan Agreement relating to the substitution or
partial release of the Security, Mortgagee shall release of record the Security
from the lien hereof and shall surrender this Mortgage and all notes evidencing
indebtedness secured by this Mortgage to Mortgagor.  Mortgagor shall pay all costs of recordation.


 


27.           Applicable Law.  Except as may be otherwise expressly provided
in this Mortgage or in any other Loan Document, all claims relating, in any
way, to the negotiation and/or consummation of the Portfolio Loan, Mortgagee’s
relationship with the Borrowers in connection with the Portfolio Loan and/or
the performance of any obligation under any of the Loan Documents shall in all
respects be governed, construed, applied and enforced in accordance with the
internal laws of the Commonwealth of Massachusetts (the “State”) without
regard to principles of conflicts of law. 
Notwithstanding the foregoing choice of law:


 


(a)           the procedures governing the
creation, perfection and priority of the liens pertaining to the Security and the enforcement by Mortgagee of its
rights and remedies under this Mortgage and the other Loan Documents with
respect to the Security, including without limitation, actions for foreclosure,
for injunctive relief or for appointment of a receiver, shall be governed by
the laws of the state where the Security is located; and


 


(b)           Mortgagee shall comply with
applicable law in the state where the Security is located to the extent
required by the law of such jurisdiction in connection 


 


J-15

















 


with the foreclosure of the
liens created by the Mortgage and the other Loan Documents with respect to the
Security.


 


Nothing
contained herein or in any provisions of the other Loan Documents shall be
construed to provide that the substantive law of the state where the Security
is located shall apply to any parties’ rights and obligations under any of the
Loan Documents, which, except as expressly provided above, are and shall
continue to be governed by the substantive law of the State.  In addition, the fact that portions of the
Loan Documents may include provisions drafted to conform to the law of the
state where the Security is located is not intended, nor shall it be deemed, in
any way, to derogate the parties’ choice of law as set forth or referred to in
this Mortgage or in the other Loan Documents. 
The parties further agree that Mortgagee may enforce its rights under the
Loan Documents, including, without limitation, its rights to sue Mortgagor or
to collect any outstanding indebtedness in accordance with the State law,
subject to clauses (a) and (b) above.


 


Mortgagor
hereby consents to personal jurisdiction in any state or federal court located
within the State, as well as to the jurisdiction of all courts from which an
appeal may be taken from the courts within the State, for the purposes of any
suit, action or other proceeding arising out of, or with respect to, any of the
Loan Documents, the negotiation and/or consummation of the Portfolio Loan,
Mortgagee’s relationship with Mortgagor or any other Borrower in connection
with the Portfolio Loan and/or the performance of any obligation or the
exercise of any remedy under any of the Loan Documents, and expressly waives
any and all objections it may have as to venue in any of such courts.


 


28.           Invalidity.  If any provision of this Mortgage shall be
held invalid or unenforceable, the same shall not affect in any respect whatsoever
the validity of the remainder of this Mortgage, except that if such provision
relates to the payment of a monetary sum, then the Mortgagee may, at its
option, declare the Indebtedness due and payable upon sixty (60) days prior
written notice to Mortgagor and, provided there exists no Event of Default
hereunder, without prepayment fee or premium.


 


29.           Captions; Counterparts.  The captions in this instrument are inserted
only as a matter of convenience and for reference, and are not and shall not be
deemed to be any part hereof.  This
Mortgage and all of the Loan Documents may be signed in any number of
counterparts, each of which may be signed by any one or more of the parties
hereto, but all of which shall constitute one and the same instrument and shall
be binding and effective when all parties have signed at least one counterpart.


 


30.           Modifications.  This Mortgage may not be changed or
terminated except in writing signed by both parties.  The provisions of this Mortgage shall extend
and be applicable to all renewals, amendments, extensions, consolidations, and
modifications of the other Loan Documents, and any and all references herein to
the Loan Documents shall be deemed to include any such renewals, amendments,
extensions, consolidations or modifications thereof.


 


31.           Bind and Inure.  The provisions of this Mortgage shall be
binding on the Mortgagor and its heirs, successors and assigns, and any
subsequent owners of the Security.  The
covenants of Mortgagor herein shall run with the land, and this Mortgage and
all of the 


 


J-16

















 


covenants herein contained
shall inure to the benefit of the Mortgagee, and its affiliates, nominees,
subsidiaries, investors, participants, successors and assigns.


 


32.           Replacement of Notes.  Upon receipt of evidence reasonably
satisfactory to Mortgagor of the loss, theft, destruction or mutilation of any
Note, and in the case of any such loss, theft or destruction, upon delivery of
an indemnity agreement reasonably satisfactory to Mortgagor or, in the case of
any such mutilation, upon surrender and cancellation of any Note, Mortgagor
will execute and deliver, in lieu thereof, a replacement Note, identical in
form and substance to such Note and dated as of the date of such Note and upon
such execution and delivery all references in this Mortgage to the Notes shall
be deemed to refer to such replacement Note or Notes.


 


33.           Time of the Essence.  Time is of the essence with respect to each
and every covenant, agreement and obligation of Mortgagor under this Mortgage,
the Notes, any other Loan Document and any and all other instruments now or
hereafter evidencing, securing or otherwise relating to the Indebtedness.


 


34.           Waiver of Trial by Jury.  Mortgagor and Mortgagee hereby waive their
respective rights to a trial by jury as to any matter arising out of or
concerning the subject matter of this Mortgage.


 


35.           Statutory Condition; Statutory
Power of Sale.  This Mortgage is upon
the STATUTORY CONDITION for any breach of which, or upon the breach of any
other of Mortgagor’s covenants and undertakings hereunder, Mortgagee shall have
the STATUTORY POWER OF SALE.


 


[SIGNATURE ON FOLLOWING
PAGE]


 


J-17














 


IN WITNESS WHEREOF, the
Mortgagor has duly executed this Mortgage as a sealed instrument as of the date
first above written.


 


 


	
   

  	
  MORTGAGOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


COMMONWEALTH OF
MASSACHUSETTS


 


COUNTY OF SUFFOLK


 


On this                 
day of                            ,
20   , before me, the undersigned notary public, personally
appeared                                 ,
proved to me through satisfactory evidence of identification, which was
personal knowledge of identity, to be the person whose name is signed on the
preceding or attached document, and acknowledged to me that he signed it
voluntarily for its stated purpose as the               
of                                  .


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  My commission expires: 

  



 


J-18

















 


EXHIBIT A


TO


MORTGAGE
AND SECURITY AGREEMENT


 


Description
of Real Property


 


J-19

















 


EXHIBIT K


 


FORM OF
OMNIBUS AMENDMENT TO LOAN DOCUMENTS


 


OMNIBUS AMENDMENT AND AGREEMENT


 


THIS OMNIBUS AMENDMENT
AGREEMENT (this “Agreement”) is executed and delivered as of                              ,
20      by and between STAG GI INVESTMENTS HOLDINGS, LLC, a Delaware limited
liability company (the “Prime Borrower”);                          , a Delaware limited liability company (“                     Borrower”) [INSERT ANY
EXISTING SITE BORROWERS] (                     
Borrower also known as a “Site Borrower,” and together with Prime
Borrower collectively and individually referred to as the “Borrower” or “Borrowers”);
                                                 
[INSERT NEW BORROWER NAME] (“___________________Borrower”); CONNECTICUT GENERAL LIFE INSURANCE COMPANY,
a Connecticut corporation (together with its successors, affiliates, nominees,
subsidiaries, investors, participants and assignees, “Lender”); and MIDLAND LOAN SERVICES, INC., a Delaware
corporation (the “Escrow Holder”).


 


Recitals


 


A.            Lender and Prime Borrower are parties to that certain
Master Loan Agreement (as amended, modified, substituted or supplemented from
time to time, the “Loan Agreement”), dated as of July 9, 2010,
pursuant to which, inter alia,
Lender has agreed, subject to the terms of the Loan Agreement, to make a
mortgage loan to Prime Borrower and Site Borrowers in the maximum aggregate
original principal amount of Sixty-Three Million and No/100 Dollars
($63,000,000) (the “Loan” or the “Portfolio Loan”), as more
particularly provided in the Loan Agreement.


 


B.            [FOR ADDITIONAL
ADVANCES ONLY]  [Pursuant to
the terms of the Loan Agreement, Lender advanced to Prime Borrower and                      
Borrower an advance of the Loan proceeds in the original principal amount of $                           
(the “Initial Advance”).


 


C.            Pursuant to the terms of the Loan Agreement, Prime
Borrower, together with each Site Borrower, may elect to obtain one or more
additional advances of the Loan proceeds prior to the expiration of the
Advancement Period (as defined in the Loan Agreement) in the maximum aggregate original
principal amount as of the date hereof of up to                                                   
and No/100 Dollars ($                  )
(individually and collectively, the “Additional Advances”), as evidenced
by one or more Notes.]


 


D.            The Portfolio Loan is evidenced and secured by (i) 
one or more promissory notes by Prime Borrower and Affiliates of Prime Borrower
(the “Site Borrowers,” and together with Prime Borrower, also part of
the “Borrowers”) (collectively and individually referred to as the “Notes”
or the “Portfolio Notes,” as the same may be amended, modified,
substituted or supplemented from time to time), (ii) the Portfolio
Mortgages (as defined in the Loan Agreement), and (iii) the other Loan
Documents (as defined in the Loan Agreement).


 


E.            In connection with the Loan, Lender, Borrowers and Escrow
Holder are parties to (i) a General Reserve Escrow and Security Agreement
(the “General Reserve Escrow


 

















 


Agreement,” as the same
may be amended, modified, substituted or supplemented from time to time), dated
as of                                 ,
2010, pursuant to which Borrowers and Lender appointed Escrow Holder to act as
holder of the Escrow Funds thereunder on the terms and conditions set forth
therein, and (ii) a Real Estate Tax Escrow and Security Agreement (the “Tax
Escrow Agreement,” as the same may be amended, modified, substituted or
supplemented from time to time), dated as of                                    ,
2010, pursuant to which Borrowers and Lender appointed Escrow Holder to act as
holder of the Escrow Funds thereunder on the terms and conditions set forth
therein.


 


F.             In connection with the Loan, Borrowers have executed and
delivered to Lender an Environmental Indemnification Agreement (the “Environmental
Indemnification Agreement,” as the same may be amended, modified,
substituted or supplemented from time to time), dated as of                                              ,
2010.


 


G.            Pursuant to the terms of the Loan Agreement, Lender will
make an [Initial Advance, as defined in the Loan Agreement,/Additional Advance]
to Prime Borrower and                                           
[INSERT NAME OF SITE BORROWER], a Delaware limited liability company (“                              Borrower”),
an Affiliate of Prime Borrower, in the original principal amount of                                              
and No/100 Dollars ($                          )
together with interest thereon (the “                    Advance”), as evidenced by a Mortgage
Note          (as the same may be
amended, modified, substituted or supplemented from time to time, “Note         ”)
of even date herewith, by Prime Borrower and                                 
Borrower payable to the order of Lender.


 


H.                                                   
Borrower is or will be the owner of the parcels of real property and all
improvements thereon and all rights and appurtenances thereto located in the
State/Commonwealth of                                      ,
and more particularly described in Exhibit A attached hereto (the “                                Site”).


 


I.             The                                  
Advance is secured by, among other documents, a mortgage, assignment of leases,
rents and contracts, security agreement and fixture filing of even date herewith
that encumbers the                                      
Site (the “                          Portfolio
Mortgage”).


 


J.             Lender, Borrowers and                             
Borrower desire to amend the Loan Agreement to reflect the approval and grant
of the                             
Advance to Prime Borrower and                             
Borrower as [the Initial Advance/an Additional Advance] under the Loan
Agreement.


 


K.            Lender, Borrowers, Escrow Holder and                             
Borrower desire to amend the General Reserve Escrow Agreement and the Tax
Escrow Agreement to reflect the approval and grant of the                             
Advance to Prime Borrower and                             
Borrower as [the Initial Advance/an Additional Advance] under the Loan
Agreement.


 


L.            Lender and Borrowers desire to amend the Environmental
Indemnification Agreement to reflect the approval and grant of the                               
Advance to Prime 


 


K-2

















 


Borrower and                        
Borrower as [the Initial Advance/an Additional Advance] under the Loan
Agreement and the addition of the                           
Site as an additional Portfolio Property.


 


M.           Capitalized terms used in this Agreement and not otherwise
defined herein have the meanings given to them in the Loan Agreement.


 


Agreements


 


NOW
THEREFORE, for and in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender, Borrowers and                             
Borrower, and Lender, Borrowers, Escrow Holder and                             
Borrower, hereby amend the Loan Agreement, and the General Reserve Escrow
Agreement and the Tax Escrow Agreement, respectively, and agree as follows:


 


1.                                         
Borrower shall constitute a Site Borrower under the Loan Agreement, the General
Reserve Escrow Agreement and the Tax Escrow Agreement.


 


2.             The                             
Advance shall constitute [the Initial Advance/an Additional Advance] under the
Loan Agreement.


 


3.             Note            
shall constitute [the Initial Note/an Additional Note] under the Loan
Agreement.


 


4.             The                             
Portfolio Mortgage shall constitute [the Initial Portfolio Mortgage/an
Additional Portfolio Mortgage] under the Loan Agreement.


 


5.             The                             
Site shall constitute (i) [the Initial Site/an Additional Portfolio
Property] under the Loan Agreement, (ii) a Portfolio Property under the
General Reserve Escrow Agreement and the Tax Escrow Agreement, and (iii) a
part of the Security under the Portfolio Mortgages and the Environmental
Indemnity Agreement.


 


6.             [FOR
THE INITIAL ADVANCE ONLY]  Section 21
of the Loan Agreement is amended by adding the following new subsections
(h)-(w):


 


“(h)         Except as disclosed
in writing to Lender, no actions, suits, investigations, litigation,
bankruptcy, reorganization or other proceedings are pending at law or in equity
before any Governmental Authority, or to its actual knowledge, are threatened
by any Governmental Authority, against or affecting the operations of any of
the Portfolio Properties, nor has any Borrower received written notice of any
such matter with respect to any tenant of any of the Portfolio Properties
which: (i) would, as of the date hereof, affect the validity or priority
of the lien of any of the Portfolio Mortgages, (ii) could reasonably be
expected to materially and adversely affect the ability of any Borrower to
perform its obligations pursuant to and as contemplated by the terms and
provisions of this Loan Agreement or the Loan Documents, or (iii) could
reasonably be expected to materially and adversely affect the operations or
financial condition of any Borrower, any Constituent Owner or any Portfolio
Property.


 


K-3

















 


(i)            The execution,
delivery and performance of this Agreement, the Notes, any of the Portfolio
Mortgages, or any of the other Loan Documents will not constitute a breach or
default under any other agreement to which any Borrower or any other party
thereto (other than Lender or Escrow Holder) is or may be bound or affected, or
a violation of any law or court order which may affect any of the Portfolio
Properties, any part thereof, any interest therein, or the use thereof.


 


(j)            To the actual
knowledge of Borrower, no Borrower is in violation of or in default with
respect to any term or provision of any other loan commitment, mortgage, deed
of trust, indenture, contract, or instrument applicable to such Borrower or any
of the Portfolio Properties or by which such Borrower is bound or with respect
to any order, writ, injunction, decree or demand of any court or any
governmental agency or authority.


 


(k)           The rent roll
attached as Exhibit N
accurately reflects in all material respects the Leases and income from the
Portfolio Properties as of the date indicated thereon.


 


(l)            No Borrower has
entered into any Leases nor, to the actual knowledge of Borrower, are there any
unrecorded Leases or other arrangements for occupancy of space within any of
the Portfolio Properties other than the Leases reflected in the rent roll
attached as Exhibit N.


 


(m)          No Borrower has
received written notice of any condemnation of any portion of any of the
Portfolio Properties nor, to any Borrower’s actual knowledge, is any such
action contemplated by any governmental authority.


 


(n)           To Borrower’s actual
knowledge, all factual information set forth in the Commitment and its exhibits,
all financial statements, operating statements, Leases and rent rolls
previously furnished by or on behalf of any Borrower to Lender in connection
with the Portfolio Loan and all other submissions referred to herein or
required by the Commitment are true, complete and correct in all material
respects as of the date indicated thereon, are not misleading in any material
respect as of their respective dates and do not omit any information required
to prevent such statements, loan submissions or materials from being materially
misleading under the circumstances; provided that as to any third party reports
provided to Lender by or on behalf of Borrower, the foregoing representation of
Borrower is limited to having provided true and complete copies of such reports,
and does not constitute a representation of Borrower that all statements and
conclusions therein are accurate (although Borrower is not aware of any
inaccuracy).


 


(o)           Except as disclosed
to Lender in writing, to the actual knowledge of Borrower, no material adverse
change in the operations of any of the Portfolio Properties or in the financial
condition of any Borrower has occurred since the date of preparation of the
most recent financial statements and operating statements delivered to Lender.


 


(p)           Except as otherwise
disclosed in writing to Lender, to Borrower’s actual knowledge, the operation
of the Portfolio Properties complies in all material respects with all
applicable zoning, environmental protection or control codes and fire,
electrical and


 


K-4

















 


building
codes, rules and regulations. 
Except as otherwise disclosed in writing to Lender, to Borrower’s actual
knowledge, there is no license, approval or permit, necessary for either the
lawful operation of any of the Portfolio Properties or the lawful occupancy
thereof, including, without limitation, utility, building, zoning, subdivision
control, land and water use, environmental protection and flood hazard permits,
which has not been obtained.


 


(q)           To Borrower’s actual
knowledge, and except as otherwise disclosed in any estoppel certificate
provided to Lender, in the Leases or rent roll delivered by any Borrower to
Lender or as otherwise disclosed to Lender in writing, (1) no Borrower is
in default in any material respect under any Lease; (2) no tenant of any
of the Portfolio Properties has committed an uncured monetary default under its
Lease; (3) all conditions precedent to any tenant’s obligation to pay rent
have been satisfied and no tenant of any of the Portfolio Properties has
committed a non-monetary default under its Lease; and (4) no tenant Lease
contains any option or right of first refusal to purchase any interest in any
of the Portfolio Properties.


 


(r)            To Borrower’s
actual knowledge, there are no unrecorded contracts to purchase any of the
Portfolio Properties or any interest therein.


 


(s)            Except as otherwise
disclosed to Lender in writing prior to the date hereof, each Site consists of
a separate tax lot or lots assessed separately and apart from any other
property owned by any Borrower or any other owner.


 


(t)            Except as otherwise
disclosed on the respective surveys of the Portfolio Properties delivered to
Lender in connection with the Portfolio Loan, to Borrower’s actual knowledge,
no Portfolio Property lies in a 100 year flood plain that has been identified
by the Secretary of Housing and Urban Development or any other governmental
authority.


 


(u)           Attached hereto as Exhibit H is a true and accurate
list of each of the Sites and the purchase price paid by the applicable
Borrower for each Site as of the date hereof.


 


(v)           Borrower represents,
warrants and covenants as of the date hereof and until such time as the
Indebtedness is paid in full that, unless otherwise agreed to in writing by
Lender, each Site Borrower shall be a single-purpose entity, and in furtherance
thereof:


 


(i)            No
Site Borrower shall dissolve or liquidate (or suffer any liquidation or
dissolution).


 


(ii)           No
Site Borrower will enter into any transaction of merger or consolidation, or
acquire by purchase or otherwise all or substantially all the business or
assets of, or any stock or other evidence of beneficial ownership of, any
entity, except as expressly contemplated by this Loan Agreement.


 


K-5

















 


(iii)          Except
as otherwise provided in this Loan Agreement, no Site Borrower will guarantee
or otherwise hold out its credit as being available to satisfy obligations of
any other person or entity.


 


(iv)          Each
Site Borrower was organized for the sole purpose of acquiring leasing, managing
and operating its respective Portfolio Property and activities ancillary
thereto.


 


(v)           No
Site Borrower has engaged or shall engage in any business unrelated to the
acquisition, ownership, leasing, management and operation of the Portfolio
Properties and activities ancillary thereto; and the same shall conduct and
operate its business as presently conducted and operated at all times relevant
hereto.


 


(vi)          No
Site Borrower has made or shall make any loans or advances to any third party
and will not pledge such Borrower’s assets for the benefit of any third party.


 


(vii)         Each
Site Borrower shall be, and at all times shall hold itself out to the public
as, a legal entity separate and distinct from any other entity (including any
Affiliate thereof) and shall otherwise conduct its business and own its assets
in its own name and shall correct any known misunderstanding regarding its
separate identity.


 


(viii)        The
sole assets of each Site Borrower are, and for the entire Term of the Loan
shall be, its respective Portfolio Property(ies).


 


(ix)          Each
Site Borrower shall observe all in all material respects the formalities
applicable to its form of organization.”


 


7.             Section 21 of the Loan
Agreement is amended by adding the following new subsection (     ):


 


“(     )                                    
Borrower has good and marketable fee simple title to the                               
Site, and good title to the Security described in the                               
Portfolio Mortgage, free and clear of all liens or encumbrances other than the
Permitted Exceptions set forth in the                               
Portfolio Mortgage and those which shall be released or removed on or prior to
the date hereof.”


 


8.             Exhibit A of the Loan
Agreement is hereby amended by incorporating the legal description of the                               
Site attached as Exhibit A hereto.


 


9.             Exhibit B of the Loan
Agreement is hereby deleted in its entirety and replaced with Exhibit B
attached hereto.


 


10.          Exhibit H of the Loan
Agreement is hereby deleted in its entirety and replaced with Exhibit H
attached hereto.


 


K-6

















 


11.          Exhibit L of the Loan
Agreement is hereby deleted in its entirety and replaced with Exhibit L
attached hereto.


 


12.          Exhibit M of the Loan
Agreement is hereby deleted in its entirety and replaced with Exhibit M
attached hereto.


 


13.          Exhibit N of the Loan
Agreement is hereby amended by incorporating the rent roll for the                          
Site attached as Exhibit N hereto.


 


14.          The third paragraph of Section 3(a) of
the General Reserve Escrow Agreement is amended by deleting the words “                                                    
and No/100 Dollars ($              )”
and replacing it with the following:  “                                                   
and No/100 Dollars ($          )”.  [increase
by 8 basis points of new advance]


 


15.          [On the date hereof and pursuant to
the Tax Escrow Agreement, Prime Borrower and                               
Borrower have deposited with Escrow Holder the sum of $                   .  The deposit shall be deposited by Escrow
Holder into the Escrow Account and shall be governed by the applicable terms of
the Tax Escrow Agreement.]  [No deposit
is required from Prime Borrower and                       
Borrower pursuant to the Tax Escrow Agreement.]


 


16.          [The third paragraph of Section 3(a) of
the Tax Escrow Agreement is amended by deleting the figure “$                ”
and replacing it with the figure “$                ”.]  [The third paragraph of Section 3(a) of
the Tax Escrow Agreement is unamended by this Agreement.]


 


17.          [FOR
THE INITIAL ADVANCE ONLY]  Section 6
of the Environmental Indemnification Agreement is amended by adding the
following new subsections (b)-(f):


 


“(b)         Indemnitors have identified and made
available to Beneficiary all environmental investigations, studies, audits,
tests and other technical analyses conducted by, for, or in the possession or
control of Indemnitors in relation to the Security (the “Environmental
Reports”) as of the date of this Agreement, and all such Environmental
Reports are identified in Exhibit B attached hereto and made a part
hereof.  Except to the extent disclosed
in any of the Environmental Reports,  (i) Indemnitors
have not used and are not using, and to the Indemnitors’ actual knowledge, no
prior owner or current or prior tenant, subtenant, or other occupant of all or
any part of the Security has used or is using Hazardous Materials at, on, or
from the Security which constitutes a Violation, (ii) to the best of
Indemnitors’ knowledge, there has been no Disposal with respect to the Security
that could reasonably be expected to give rise to a liability under any
Hazardous Materials Law, (iii) to the best of Indemnitors’ knowledge, no
Disposal or threatened Disposal has occurred or is occurring at, on, under, in,
or from the Security for which any Hazardous Materials Law requires notice to
any person, further investigation, or any form of response action, and (iv) to
any Indemnitor’s actual knowledge, no underground storage tanks or underground
deposits of Hazardous Materials are or were located on any of the Security and
subsequently removed or filled;


 


(c)           Except to the extent disclosed in any
of the Environmental Reports, Indemnitors have not received, and to the
Indemnitors’ actual knowledge, no prior owner or current or prior tenant,
subtenant, or other occupant of all or any part of the Security have received,
any notice from any person or entity, public or private, alleging any Violation
of or potential liability or 


 


K-7

















 


obligation
to perform any investigation or remediation activity under any Hazardous
Materials Law with regard to the Security. 
Nor have Indemnitors, nor to the best of Indemnitors’ knowledge has any
of the third parties described above, received any administrative order or
entered into any administrative consent order with any governmental agency with
respect to Hazardous Materials on or at the Security;


 


(d)           To the Indemnitors’ actual knowledge,
except to the extent disclosed in any of the Environmental Reports, the
Security does not contain, and has not in the past contained, any asbestos
containing material in friable form, and to the best of Indemnitors’  knowledge there is no current or potential
airborne contamination of the Security by asbestos fiber at concentrations
exceeding those allowed by the Hazardous Materials Laws, including any
potential contamination that would be caused by maintenance or tenant finish
activities in the Security;


 


(e)           All Indemnitors have received
adequate consideration for the execution, delivery and performance of
obligations under this Agreement, Indemnitors acknowledging that Beneficiary’s
making the Loan to Borrower has provided substantial benefit to Indemnitors and
Beneficiary would not have made the Loan to Borrower if Indemnitors had not
executed and delivered this Agreement to Beneficiary; and


 


(f)            Indemnitors represent and warrant
that prior to its acquisition of the Security, Borrower performed “all
appropriate inquiry” as defined under CERCLA.”


 


18.          All references in the Loan Documents,
including, without limitation, the Loan Agreement, to the General Reserve
Escrow Agreement, the Tax Escrow Agreement and the Environmental
Indemnification Agreement shall be deemed to refer to the General Reserve
Escrow Agreement, the Tax Escrow Agreement and the Environmental
Indemnification Agreement as amended by this Agreement.


 


19.          All references in the Loan Documents,
including, without limitation, the General Reserve Escrow Agreement, the Tax
Escrow Agreement and the Environmental Indemnification Agreement, to the Loan
Agreement shall be deemed to refer to the Loan Agreement as amended by this
Agreement.


 


20.          As an inducement to Lender to execute
this Agreement, Borrowers hereby represent and warrant to and for the benefit
of Lender, taking effect of this Agreement, that each of the representations
and warranties of the Borrowers contained in the Loan Agreement, the General
Reserve Escrow Agreement, the Tax Escrow Agreement and the Environmental
Indemnification Agreement were true as of the date on which they were made and
are also true as of the date hereof.


 


21.                                           
Borrower (i) hereby agrees to be bound by all of the terms of the Loan
Agreement, the General Reserve Escrow Agreement and the Tax Escrow Agreement,
as amended by this Agreement, applicable to Site Borrowers and to perform the
express and/or implied obligations of Site Borrowers set forth therein, and (ii) hereby
represents and warrants to and for the benefit of Lender that each of the
representations and warranties contained in the Loan Agreement, the General
Reserve Escrow Agreement and the Tax Escrow Agreement 


 


K-8

















 


relative to the undersigned
as a Site Borrower and the                                     
Site as an Additional Portfolio Property or a Portfolio Property are true as of
the date hereof.


 


22.          Except as expressly set forth herein,
the Loan Agreement, the General Reserve Escrow Agreement, the Tax Escrow
Agreement and the Environmental Indemnification Agreement remain unchanged and
are hereby ratified and confirmed to be and remain in full force and effect.


 


*       *       *       *       *


 


[Signature
Page Follows]


 


K-9














 


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


 


	
  WITNESS:

  	
   

  	
  PRIME
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STAG GI INVESTMENTS
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SITE
  BORROWERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


K-10

















 


	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONNECTICUT GENERAL LIFE
  INSURANCE COMPANY, a Connecticut Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CIGNA INVESTMENTS, INC.,

  
	
   

  	
   

  	
   

  	
  Its Authorized Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


K-11

















 


	
   

  	
   

  	
  ESCROW
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MIDLAND LOAN SERVICES, INC.,
  a Delaware Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


K-12

















 


EXHIBIT A


 


LEGAL
DESCRIPTION


 


K-13

















 


EXHIBIT B


SCHEDULE
OF LOAN DOCUMENTS


 


GENERAL


 


Master Loan Agreement


Real Estate Tax Escrow Account


General Reserve Escrow Account


Environmental Indemnification Agreement


Omnibus Amendment and Agreement


 


PORTFOLIO PROPERTIES


 


(CITY, STATE)


 


Mortgage Note A


Mortgage, Security Agreement and Fixture Filing


Assignment of Rents and Leases


UCC Financing Statement


Subordination, Non-Disturbance and Attornment Agreement


 


ADDITIONAL PORTFOLIO PROPERTIES


 


K-14

















 


EXHIBIT H


 


PURCHASE
PRICES


 


K-15

















 


EXHIBIT L


 


ALLOCATED LOAN AMOUNTS


 


K-16

















 


EXHIBIT M


 


ORGANIZATIONAL
CHARTS


 


K-17

















 


EXHIBIT N


 


RENT
ROLL


 


K-18

















 


EXHIBIT L


 


ALLOCATED
LOAN AMOUNTS


 


	
  Site

  	
   

  	
  Allocated Loan Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (CITY, STATE)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Advanced

  	
   

  	
  $

  	
   

  



 














 


EXHIBIT M


 


ORGANIZATIONAL
CHARTS


 

















 


EXHIBIT N


 


RENT ROLL


 

















 


EXHIBIT O


 


FORM OF
ADDITIONAL ASSIGNMENT


 


ASSIGNMENT OF RENTS AND LEASES


 


This ASSIGNMENT OF RENTS AND
LEASES (this “Assignment”) is made as of the      
day of                      ,
20     , by                                          
[INSERT NAME OF NEW SITE BORROWER], a Delaware limited liability
company, having its principal place of business at c/o STAG Capital Partners,
LLC, 99 Chauncy Street, Boston, Massachusetts 02111 (“Assignor”), for
the benefit of CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, a Connecticut corporation, having its principal
place of business at Wilde Building, A4-CRI, 900 Cottage Grove Road, Hartford,
Connecticut  06152, together with its
successors, affiliates, nominees, subsidiaries, investors, participants or
assignees (collectively, “Lender”).


 


W I T N E S S E T H:


 


WHEREAS, Lender has entered
into a Master Loan Agreement with STAG GI INVESTMENTS HOLDINGS, LLC, a Delaware
limited liability company (the “Prime Borrower”), dated as of July 9,
2010, as amended by an Omnibus Amendment and Agreement by and among Prime
Borrower and Assignor, among others, of even date herewith (as amended,
modified, substituted or supplemented from time to time, the “Loan Agreement”),
pursuant to which, inter alia, Lender has agreed, subject to the terms of the
Loan Agreement, to make a mortgage loan to Prime Borrower and Site Borrowers
(as defined below) in the maximum aggregate original principal amount of
Sixty-Three Million and No/100 Dollars ($63,000,000) (the “Loan” or the “Portfolio
Loan”);


 


WHEREAS, Prime Borrower
intends to own all of the membership interests in one or more special purpose
entities (each, a “Site Borrower” and, collectively, the “Site
Borrowers” and, together with the Prime Borrower, collectively and
individually, the “Borrower” or “Borrowers”) created to acquire
various parcels of real property and all improvements thereon and all rights
and appurtenances thereto (each, a “Site” and, collectively, the “Portfolio
Properties”);


 


WHEREAS, the Portfolio Loan
is evidenced and secured by (i) one or more promissory notes by Prime
Borrowers and one or more Site Borrowers (collectively and individually
referred to as the “Notes” or the “Portfolio Notes,” as the same
may be amended, modified, substituted or supplemented from time to time),
(ii) a mortgage, deed of trust, or indemnity deed of trust, assignment of
leases, rents and contracts, security agreement and fixture filing that
encumbers a Site (one from the applicable Site Borrower for each Site, each a “Portfolio
Mortgage,” and collectively the “Portfolio Mortgages,” as the same
may be amended, modified, substituted or supplemented from time to time) and
other items of collateral, and (iii) such other security agreements, loan
agreements, disbursement agreements, supplemental agreements, environmental
indemnity agreements, guaranties, assignments (both present and collateral) and


 

















 


other instruments of
indebtedness or security, including, without limitation, those referenced in
the Loan Agreement (including the Notes, the Portfolio Mortgages, the Loan
Agreement and this Assignment, as the same may be amended, modified,
substituted or supplemented from time to time, the “Loan Documents”)
(all of the indebtedness and obligations under the Loan Documents being herein
called, the “Indebtedness”);


 


WHEREAS, pursuant to the
terms of the Loan Agreement, Lender will make an advance of the Loan proceeds
to Prime Borrower and Assignor, in the original principal amount of                                
and No/100 Dollars ($                     )
(the “                       
Advance”) together with interest thereon, as evidenced by a Mortgage Note            
(“Note           ”)
of even date herewith, by Prime Borrower and Assignor payable to the order of
Lender (“Note             
constituting one of the “Notes” as defined above);


 


WHEREAS, the                       
Advance is secured by, in addition to the other Loan Documents, a Mortgage
Security Agreement and Fixture Filing, of even date and record herewith, by
Assignor to Lender (the “                       Mortgage”);


 


WHEREAS, Assignor
constitutes a Site Borrower, the                         
Advance constitutes [the Initial Advance/an Additional Advance] (as defined in
the Loan Agreement), Note          
constitutes [the Initial Note/an Additional Note] (as defined in the Loan
Agreement), and the                     
Mortgage constitutes [the Initial Portfolio Mortgage/a Portfolio Mortgage];


 


WHEREAS Lender has required
an assignment of rents and leases affecting the real property and all of the
improvements thereon in the City/Town of                      ,
County of                               ,
and State/Commonwealth of                              
described in Exhibit A hereto (as more particularly described in
the                              
, the “Real Property”) as additional security for the Indebtedness.


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and Assignor, in consideration of the foregoing, hereby
agree as follows:


 


I.  ASSIGNMENT


 


1.1.             Assignment of
Leases.  Assignor hereby presently,
irrevocably, absolutely and unconditionally transfers, assigns and sets over
unto Lender all of Assignor’s right, title, and interest in and to all present
and future leases, subleases, license agreements, concession agreements, lease
termination agreements, and other occupancy agreements of any nature, oral or
written, encumbering or affecting all or any part of the Real Property
(collectively, the “Leases”), including but not limited to the leases
listed on Exhibit B attached hereto (the “Schedule of Leases”),
together with all extensions, modifications, supplements, renewals, and
replacements thereof, now existing or hereafter made, and together with any and
all guarantees of the obligations of the tenants, licensees, concessionaires
and occupants thereunder (collectively, the “Tenants”), and also
together with the rights of Assignor to receive, hold and apply all bonds and
security in all of the Leases provided to be furnished to the lessor
thereunder, 


 


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and also together with the
rights of Assignor to enforce any and all of the agreements, terms, covenants
and conditions in all of the Leases provided and to give notices thereunder.


 


1.2.             Assignment of
Rents.  Assignor hereby presently,
irrevocably, absolutely and unconditionally transfers, assigns and sets over
unto Lender all of Assignor’s right, title, and interest in and to all present
and future rents (including, without limitation, prepaid rents and additional
rents), parking revenues, income, profits, royalties, issues, security and
other deposits, refunds, rebates, receipts, fees (including, without
limitation, license fees, concession fees, lease termination fees, option
payments, reimbursements, and lease modification and extension fees), damages,
charges, and all other income and revenue of every kind and nature now existing
or hereafter arising out of, related to, or generated by the Leases, including
all proceeds and products thereof (collectively, the “Rents”).


 


1.3.             Assignment of
Security Deposit.  If any of
the Leases provide for a security deposit paid by any Tenant to Assignor (the “Security
Deposits”), Assignor hereby assigns its right, title and interest in and to
the Security Deposits to Lender. 
Assignor, however, shall have the right to retain the Security Deposits
so long as no Event of Default exists hereunder, provided Lender shall not be
obligated to any Tenant for any Security Deposit until Lender obtains
possession or control of the Security Deposit after an Event of Default.


 


1.4.             Assignment
Absolute.  This
Assignment shall be a present, irrevocable, absolute and unconditional
assignment, and shall, immediately upon execution, give Lender the right to sue
for, collect and receive all Rents and Security Deposits and to deal with the
Leases as the lessor thereunder.  Lender
shall have the right to notify the Tenants of the existence of this Assignment,
but Lender will not exercise its right to collect Rents or any other rights
under this Article I unless an Event of Default (as hereinafter defined)
occurs hereunder or under any of the other Loan Documents.  So long as there is no Event of Default, the
assignment in this Article I shall be subject to the limited license set
forth in Article II.


 


II.  LICENSE TO COLLECT


 


Lender grants to Assignor a
revocable license to hold and administer the Security Deposits and to collect
the Rents as they respectively become due and to enforce the Leases and to
exercise the rights of lessor thereunder, so long as there is no Event of
Default by Assignor hereunder.  Assignor
hereby irrevocably authorizes and directs that upon the occurrence of any Event
of Default, each of the Tenants under the Leases, upon receipt of a written
notice from Lender so demanding, are to pay all Rent and Security Deposits due
or which becomes due under its Lease to Lender.


 


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III.  WARRANTIES AND COVENANTS


 


3.1.             Warranties of
Assignor.  Assignor
hereby warrants and represents the following:


 


(a)              Assignor is the
sole holder of the landlord’s or owner’s interest under the Leases and has good
right to sell, assign, transfer and set over the Leases and the Rents to
Lender;


 


(b)              Assignor has
made no assignment other than this Assignment of any of Assignor’s rights in
any of the Leases or the Rents (and other than any assignment with respect to
any loan being repaid in full with the proceeds of the Loan);


 


(c)              Except as
otherwise disclosed in writing to Lender, all of the Leases provide for Rent to
be paid monthly in advance, all Rent due to date has been collected and no Rent
has been collected more than one month in advance;


 


(d)              To the best of
Assignor’s actual knowledge, and except as otherwise disclosed in writing to
Lender, no Tenant under any of the Leases has any defense, set off or
counterclaim against Assignor;


 


(e)              The Schedule of
Leases attached as Exhibit B lists all of the Leases currently in
effect for the Real Property;


 


(f)               Each of the
Leases and any amendments thereto submitted by Assignor to Lender constitutes
the entire agreement between the parties thereto, and to Assignor’s actual
knowledge there are no agreements, undertakings, representations, or
warranties, either oral or written, which have not been submitted to Lender;


 


(g)              To the best of
Assignor’s actual knowledge, each of the Leases is valid, in full force and
effect, and enforceable in accordance with its terms; and


 


(h)              Except as
otherwise disclosed in writing to Lender, no rental concession in the form of
any period of free rent or any other waiver, release, reduction, discount or
other alteration of the Rent due or to become due has been granted by Assignor
or, to the best of Assignor’s actual knowledge, any prior landlord to any
Tenant under the Leases for any period subsequent to the effective date of this
Assignment.


 


3.2.             Covenants of
Assignor.  Assignor
hereby covenants and agrees that Assignor shall:


 


(a)              Fulfill,
perform and observe in all material respects all of the obligations of landlord
under the Leases;


 


(b)              Give prompt
written notice to Lender of any default or claim of default by Assignor or by
any Tenant under any of the Leases, of which Assignor has notice, along with a
complete copy of any written notice of such default or claim of default;


 


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(c)              Enforce, short
of termination, the performance in all material respects of the Leases by the
Tenants;


 


(d)              Except as
otherwise provided in the Loan Agreement, not alter, modify, amend, terminate
or cancel any of the Leases, nor accept a surrender of any of the Leases, nor
waive any term or condition of any of the Leases without the prior written
consent of Lender;


 


(e)              Not collect or
accept Rent more than one (1) month in advance of the time any such Rent
becomes due;


 


(f)               Except as
otherwise provided in the Loan Agreement, not execute any future Leases (or any
amendments, modifications, extensions or renewals thereof), nor consent to the
assignment of Tenant’s interest under any of the Leases, nor consent to the
subletting thereunder without the prior written consent of Lender;


 


(g)              Not execute any
further assignment of the landlord’s interest under any of the Leases or of the
Rents or any interest therein or suffer or permit such to occur by operation of
law;


 


(h)              Not permit any
of the Leases to become subordinate to any lien other than the lien of the              
Mortgage;


 


(i)               Except as otherwise
provided in the Loan Agreement, not alter, modify, change, release, waive,
cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations
under any of the Leases in whole or in part without the prior written consent
of Lender; and


 


(j)               Not take any
action which will cause or permit the estate of any Tenants under the Leases to
merge with Assignor’s interest in the Real Property.


 


3.3.          Covenant of
Lender.  Upon the payment in full of
the Indebtedness, or upon the satisfaction of the applicable conditions in the
Loan Agreement relating to substitution or partial release of the Property,
this Assignment shall be terminated and released by Lender without further
action and shall thereupon be of no further force or effect.


 


ARTICLE IV.  DEFAULTS; LENDER’S REMEDIES


 


4.1.          Events of
Default.  The occurrence of an “Event of
Default” under, and as defined and described in, the Loan Agreement, the Notes,
the Portfolio Mortgages or any other of the Loan Documents shall constitute an “Event
of Default” hereunder.


 


4.2.             Remedies.  Upon an Event of Default, Lender may at any
time thereafter, at its option and without notice or demand of any kind, and
without regard to the adequacy of security for payment of the Indebtedness,
exercise any or all of the following remedies to the extent permitted by
applicable law and subject to the Loan Agreement:


 


(a)              Declare all of
the Indebtedness immediately due and payable;


 


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(b)              Take physical
possession of the Real Property and of all books, records, documents and
accounts relating to the Real Property and the Assignor’s business thereon, and
manage and operate the Real Property and the Assignor’s business thereon
without interference from Assignor, at Assignor’s expense, including, without
limitation, the right to rent and lease the Real Property and to hire a manager
for the Real Property;


 


(c)              With or without
taking possession of the Real Property, collect the Rents and any other sums
owing under any of the Leases, either by itself or through a receiver, the
license to collect Rents given to Assignor by Lender pursuant to Article II
hereof being deemed automatically revoked upon an Event of Default, and
Assignor hereby consenting to the appointment of a receiver upon the occurrence
of an Event of Default;


 


(d)              In Assignor’s
or Lender’s name, institute any legal or equitable action which Lender, in its
sole discretion, deems desirable to collect any or all of the Rents;


 


(e)              Perform any or
all obligations of Assignor under any of the Leases or this Assignment and take
such actions as Lender deems appropriate to protect its security, including,
without limitation:  (i) appearing
in any action or proceeding affecting any of the Leases or the Real Property;
(ii) executing new leases and modifying, terminating or canceling existing
Leases; (iii) collecting, modifying and compromising any Rents payable
under the Leases; and (iv) enforcing any of the Leases, including, if
necessary, evicting tenants; and


 


(f)               Any other remedies
permitted to Lender under applicable law.


 


The foregoing remedies are
in addition to any remedies afforded Lender under any other of the Loan
Documents or in law or equity, by statute or otherwise, all of which rights and
remedies are reserved by Lender.  All of
the remedies of Lender shall be cumulative and may be exercised at Lender’s
option concurrently or successively and the exercise or beginning of exercise
by Lender of any such remedies shall not preclude the simultaneous or
subsequent exercise of the same remedy or any other remedy available to
Lender.  No failure or delay on the part
of Lender to exercise any remedy shall operate as a waiver thereof.


 


4.3.             Application of
Proceeds.  Any amounts
collected by Lender hereunder shall be applied by Lender, to pay, in such order
as Lender shall elect, the Indebtedness, including all principal; accrued,
unpaid interest; prepayment fees; late charges; advances; and all costs and
expenses, including attorneys’ fees, incurred by Lender in operating, protecting,
preserving and realizing on Lender’s interest in the Real Property including
any fees incurred in the representation of Lender in any proceeding under Title
11, United States Code; and any other amount due under the Loan Agreement, the
Notes, the Portfolio Mortgages or any other of the other Loan Documents.


 


It is understood and agreed
that neither the assignment of the Rents to Lender nor the exercise by Lender
of any of its rights or remedies under this Assignment shall be deemed to make
Lender a “mortgagee-in-possession” or otherwise responsible or liable in any
manner with respect to the Real Property or the use, occupancy, enjoyment or
operation of all or any portion thereof, unless and until Lender, in person or
through its authorized agent, assumes actual possession thereof and executes
and records a Certificate of Entry under M.G.L. Chapter 244, 


 


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Sections 1 and 2 [confirm whether any local law provision],
nor shall appointment of a receiver by any court at the request of Lender or by
agreement with Assignor or the entering into possession of the Real Property or
any part thereof by such receiver be deemed to make Lender a “mortgagee-in-possession”
or otherwise responsible or liable in any manner with respect to the Real
Property or the use, occupancy, enjoyment or operation of all or any portion
thereof.


 


ARTICLE V.  NO LIABILITY, INDEMNIFICATION


 


5.1.             No Liability.  Nothing in this Assignment shall be construed
to impose upon Lender any obligation or responsibility to any Tenant under any
of the Leases or to any other third party for the control, care, management or
repair of the Real Property, the performance of any of the landlord’s
obligations under the Leases, or for any dangerous or defective condition on
the Real Property.


 


5.2.             Indemnification.  Assignor shall indemnify and hold Lender
harmless from and against all obligations, liabilities, losses, costs,
expenses, civil fines, penalties or damages (including attorneys’ fees) which
Lender may incur by reason of this Assignment or in connection with any of the
Leases or with regard to the Real Property prior to such time as Lender takes
actual physical possession (to the exclusion of Assignor) of the Real Property
after an Event of Default, provided that such indemnity shall not apply to
(i) any liabilities, losses, costs, expenses, fines, penalties or damages, etc.,
arising on account of the gross negligence or willful misconduct of Lender or
(ii) any income or franchise taxes imposed on Lender.  Assignor shall, with counsel reasonably
satisfactory to Lender, defend Lender against any claim or litigation involving
Lender for the same.  Should Lender incur
such obligation, liability, loss, cost, expense, civil fine, penalty or damage,
Assignor shall reimburse Lender upon demand. 
Any amount owed Lender under this provision shall bear interest at the “Default
Rate” defined and described in the Loan Agreement and shall be secured by the
Loan Documents.


 


ARTICLE VI.  MISCELLANEOUS


 


6.1.             Modifications, Etc.  Assignor hereby consents and agrees that
Lender may at any time and from time to time, without notice to or further
consent from Assignor, either with or without consideration, surrender any
property or other security of any kind or nature whatsoever held by Lender or
by any person, firm or corporation on Lender’s behalf or for its account,
securing the Indebtedness; substitute for any collateral so held by Lender,
other collateral of like kind, or of any kind; agree to modification of the terms
of the Loan Agreement, the Notes, the Portfolio Mortgages or any of the other
Loan Documents; extend or renew the Loan Agreement, the Notes, the Portfolio
Mortgages or any of the other Loan Documents for any period; grant releases,
compromises and indulgences with respect to the Loan Agreement, the Notes, the
Portfolio Mortgages or any of the other Loan Documents to any person or
entities now or hereafter liable thereunder or hereunder; release any guarantor
or endorser of the Loan Agreement, the Notes, the Portfolio Mortgages or any of
the other Loan Documents; or take or fail to take any action of any type
whatsoever; and no such action which Lender shall take or fail to take in
connection with the Loan Documents, or any of them, or any security for the
payment of the Indebtedness or for the performance of any obligations or
undertakings of Assignor, nor any course of dealing with Assignor or any other
person, shall release Assignor’s obligations hereunder, affect this Assignment
in any way or afford Assignor any recourse against Lender, 


 


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other than for Lender’s
gross negligence or willful misconduct. 
The provisions of this Assignment shall extend and be applicable to all
renewals, amendments, extensions, consolidations and modifications of the Loan
Documents and the Leases, and any and all references herein to the Loan
Documents, or the Leases shall be deemed to include any such renewals,
amendments, extensions, consolidations or modifications thereof.


 


6.2.             Further
Assurance.  At any time
and from time to time, upon reasonable request by Lender, Assignor will make,
execute and deliver, or cause to be made, executed and delivered, to Lender
and, where appropriate, cause to be recorded and/or filed and from time to time
thereafter to be re-recorded and/or refiled at such time and in such offices
and places as shall be deemed desirable by Lender, any and all such other and
further assignments, deeds to secure debt, mortgages, deeds of trust, security
agreements, financing statements, continuation statements, instruments of
further assurance, certificates and other documents as may, in the reasonable
opinion of Lender, be necessary or desirable in order to effectuate, complete,
or perfect, or to continue and preserve (a) the obligations of Assignor
under this Assignment and (b) the security interest created by this
Assignment as a first and prior security interest upon the Leases and the
Rents, provided that the same are consistent with and do not materially
increase the obligations of Assignor under the Loan Documents.  Upon any failure by Assignor so to do, Lender
may make, execute, record, file, re-record and/or refile any and all such
assignments, deeds to secure debt, mortgages, deeds of trust, security agreements,
financing statements, continuation statements, instruments, certificates, and
documents for and in the name of Assignor, and Assignor hereby irrevocably
appoints Lender the agent and attorney in fact of Assignor so to do.


 


6.3.             Successors and
Assigns.  All of the terms and
conditions of this Assignment are hereby made binding upon the executors,
heirs, administrators, successors and permitted assigns of both Lender and
Assignor, including any trustee or debtor-in-possession appointed in any proceeding
under Title 11, United States Code.


 


6.4.             Notices.  Any notice, demand, request, statement,
consent or other communication made hereunder shall be in writing, signed by
the party giving such notice, request, demand, statement, consent or other
communication, and shall be deemed to have been properly given when delivered
in accordance with the terms of the Loan Agreement.


 


6.5.             Governing Law.  Except as may be otherwise expressly provided
in this Assignment or in any other Loan Document, all claims relating, in any
way, to the negotiation and/or consummation of the Portfolio Loan, Lender’s
relationship with the Borrowers in connection with the Portfolio Loan and/or
the performance of any obligation under any of the Loan Documents shall in all
respects be governed, construed, applied and enforced in accordance with the
internal laws of the Commonwealth of Massachusetts (the “State”) without
regard to principles of conflicts of law. 
Notwithstanding the foregoing choice of law:


 


(a)           the procedures
governing the creation, perfection and priority of the liens pertaining to the
Real Property and the
enforcement by Lender of its rights and remedies under this Assignment and the
other Loan Documents with respect to the Real Property, including without
limitation, actions for foreclosure, for injunctive relief or for 


 


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appointment of a receiver,
shall be governed by the laws of the state where the Real Property is located;
and


 


(b)           Lender shall
comply with applicable law in the state where the Real Property is located to
the extent required by the law of such jurisdiction in connection with the
foreclosure of the liens created by this Assignment and the other Loan
Documents with respect to the Real Property.


 


Nothing
contained herein or in any provisions of the other Loan Documents shall be
construed to provide that the substantive law of the state where the Real
Property is located shall apply to any parties’ rights and obligations under
any of the Loan Documents, which, except as expressly provided above, are and
shall continue to be governed by the substantive law of the State.  In addition, the fact that portions of the
Loan Documents may include provisions drafted to conform to the law of the
state where the Real Property is located is not intended, nor shall it be
deemed, in any way, to derogate the parties’ choice of law as set forth or
referred to in this Assignment or in the other Loan Documents.  The parties further agree that Lender may
enforce its rights under the Loan Documents, including, without limitation, its
rights to sue Assignor or to collect any outstanding indebtedness in accordance
with the State law, subject to clauses (a) and (b) above.


 


Assignor
hereby consents to personal jurisdiction in any state or federal court located
within the State, as well as to the jurisdiction of all courts from which an
appeal may be taken from the courts within the State, for the purposes of any
suit, action or other proceeding arising out of, or with respect to, any of the
Loan Documents, the negotiation and/or consummation of the Portfolio Loan,
Lender’s relationship with Assignor or any other Borrower in connection with
the Portfolio Loan and/or the performance of any obligation or the exercise of
any remedy under any of the Loan Documents, and expressly waives any and all
objections it may have as to venue in any of such courts.


 


6.6.             Captions;
Counterparts.  The
captions of this Assignment are inserted only as a matter of convenience and
for reference, and are not and shall not be deemed to be any part hereof.  This Assignment and all of the other Loan
Documents may be signed in any number of counterparts, each of which shall be
an original and all of which, together, shall constitute one and the same
instrument.


 


6.7.             Exhibits.  All Exhibits referred to herein and attached
hereto are hereby incorporated and made a part of this Assignment.


 


6.8.             No Oral
Modifications; Amendments.  No
oral amendment to this Assignment shall be binding on the parties hereto.  Any modification of or amendment to this
Assignment must be in writing signed by both parties.


 


6.9.             Terms.  Common nouns and pronouns shall be deemed to
refer to the masculine, feminine, neuter, singular and plural, as the identity
of the person or persons, firm or corporation may in the context require.


 


6.10.           Invalidity.  If any provision of this Assignment shall be
held invalid, the same shall not affect in any respect whatsoever the validity
of the remainder of this Assignment.


 


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6.11.           Attorneys’ Fees.  Any reference to “attorney fees,” “attorney’s
fees” or “attorneys’ fees” in this document includes but is not limited to the
fees, charges and costs incurred by Lender through its retention of outside
legal counsel and the reasonably allocated fees, costs and charges for services
rendered by Lender’s in-house counsel. 
Any reference to “attorney fees”, “attorney’s fees,” or “attorneys’ fees”
shall also include but not be limited to those attorneys or legal fees, costs
and charges incurred by Lender following an Event of Default in the collection
of any Indebtedness (or any portion thereof), the enforcement of any
obligations hereunder, the protection of the Real Property, the foreclosure of
(or exercise of power under) the Portfolio Mortgages, the sale of the Real
Property, the defense of actions arising hereunder and the collection,
protection or set off of any claim the Lender may have in a proceeding under
Title 11, United States Code. 
Attorney’s fees provided for hereunder shall accrue whether or not
Lender has provided notice of an Event of Default or of an intention to
exercise its remedies for such Event of Default.


 


6.12.           WAIVER OF TRIAL
BY JURY.  ASSIGNOR AND LENDER HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO ANY MATTER ARISING OUT
OF OR CONCERNING THE SUBJECT MATTER OF THIS ASSIGNMENT.


 


6.13.           Joint and
Several Liability.  If more
than one person, corporation, partnership or other entity shall execute this
Assignment, then each person and entity shall be fully liable for all
obligations of Assignor hereunder, and such obligations shall be joint and
several.


 


6.14            Nonrecourse.  The provisions set forth in Section 14
of the Notes are hereby incorporated herein by reference, mutatis  mutandis,
and shall be applicable to this Assignment as if set forth in full herein.


 


6.15.           Definitions.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed to those terms in the Loan Agreement.


 


[SIGNATURES ON NEXT PAGE]


 


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In Witness whereof, Assignor
has duly executed this Assignment as a sealed instrument on the day and year
first above written.


 


	
   

  	
   

  
	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


COMMONWEALTH OF
MASSACHUSETTS


 


COUNTY OF SUFFOLK


 


On this
              
day of
                ,
20    , before me, the undersigned notary public,
personally appeared
                                  ,
proved to me through satisfactory evidence of identification, which was
personal knowledge of identity, to be the person whose name is signed on the
preceding or attached document, and acknowledged to me that he signed it
voluntarily for its stated purpose as the
             of
                                                  .


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  My commission expires:

  



 


O-11

















 


EXHIBIT A


TO


ASSIGNMENT
OF RENTS AND LEASES


Description
of Real Property


 


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EXHIBIT B


TO


ASSIGNMENT
OF RENTS AND LEASES


Schedule
of Leases


 


Lease dated
                              ,
by and between                                         
[predecessor in interest to [INSERT NAME OF SITE BORROWER]], as Landlord, and
                                        ,
as tenant, as amended by First Amendment to Lease dated
                                        .


 


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MASTER LOAN AGREEMENT


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Incorporation of Recitals;
  Defined Terms

  	
  2

  
	
  2.

  	
  Initial Advance and
  Additional Advances

  	
  2

  
	
  3.

  	
  Allocation of Loan Amount

  	
  13

  
	
  4.

  	
  Payment of Indebtedness

  	
  13

  
	
  5.

  	
  Usury

  	
  13

  
	
  6.

  	
  Impositions

  	
  14

  
	
  7.

  	
  Tax Deposits

  	
  14

  
	
  8.

  	
  Change in Taxes

  	
  16

  
	
  9.

  	
  Sidewalks, Municipal
  Charges

  	
  17

  
	
  10.

  	
  Insurance

  	
  17

  
	
  11.

  	
  Insurance/Condemnation
  Proceeds

  	
  19

  
	
  12.

  	
  Restoration Following Fire
  and Other Casualty or Condemnation

  	
  20

  
	
  13.

  	
  Disposition of
  Condemnation or Insurance Proceeds

  	
  21

  
	
  14.

  	
  Fire and Other Casualty;
  Self-Help

  	
  23

  
	
  15.

  	
  Rent Insurance Proceeds

  	
  23

  
	
  16.

  	
  Transfers; Encumbrances

  	
  24

  
	
  17.

  	
  Right to Transfer
  Portfolio Properties

  	
  24

  
	
  18.

  	
  Right to Change Ownership
  Interests in Borrower

  	
  26

  
	
  19.

  	
  Substitution of Collateral

  	
  26

  
	
  20.

  	
  Prepayment Limitations;
  Release of a Site

  	
  28

  
	
  21.

  	
  Representations and
  Warranties

  	
  29

  
	
  22.

  	
  OFAC and Patriot Act
  Provisions

  	
  30

  
	
  23.

  	
  Leases; Property
  Management

  	
  33

  
	
  24.

  	
  Financial Reporting

  	
  35

  
	
  25.

  	
  Plans and Specifications

  	
  36

  
	
  26.

  	
  Repair; Alterations;
  Waste; ADA

  	
  36

  
	
  27.

  	
  [Intentionally deleted]

  	
  38

  
	
  28.

  	
  General Reserve Escrow
  Agreement

  	
  38

  
	
  29.

  	
  Event of Default

  	
  38

  
	
  30.

  	
  Remedies

  	
  39

  
	
  31.

  	
  Acceleration Interest

  	
  40

  
	
  32.

  	
  Late Charge

  	
  40

  
	
  33.

  	
  Estoppel Certificate

  	
  40

  
	
  34.

  	
  Nonrecourse

  	
  40

  
	
  35.

  	
  Notices

  	
  42

  
	
  36.

  	
  Participation

  	
  44

  
	
  37.

  	
  Lender Costs and Expenses

  	
  44

  
	
  38.

  	
  Further Assurances

  	
  45

  
	
  39.

  	
  Continued Existence

  	
  45

  
	
  40.

  	
  Rights Personal to
  Borrowers

  	
  45

  
	
  41.

  	
  Master Loan Agreement Governs

  	
  45

  
	
  42.

  	
  Miscellaneous

  	
  46

  



 


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  EXHIBIT A

  	
   

  	
  Legal Description of
  Portfolio Properties

  
	
  EXHIBIT B

  	
   

  	
  Schedule of Loan Documents

  
	
  EXHIBIT C

  	
   

  	
  Tenant Estoppel
  Certificate

  
	
  EXHIBIT D

  	
   

  	
  Subordination,
  Non-Disturbance and Attornment Agreement

  
	
  EXHIBIT E

  	
   

  	
  Survey Requirements

  
	
  EXHIBIT F

  	
   

  	
  Surveyor’s Certificate

  
	
  EXHIBIT G

  	
   

  	
  Form of Opinions

  
	
  EXHIBIT H

  	
   

  	
  Purchase Prices

  
	
  EXHIBIT I

  	
   

  	
  Form of Note

  
	
  EXHIBIT J

  	
   

  	
  Form of Additional
  Portfolio Mortgage

  
	
  EXHIBIT K

  	
   

  	
  Form of Omnibus Amendment
  to Loan Documents

  
	
  EXHIBIT L

  	
   

  	
  Allocated Loan Amounts

  
	
  EXHIBIT M

  	
   

  	
  Organizational Charts

  
	
  EXHIBIT N

  	
   

  	
  Rent Roll

  
	
  EXHIBIT O

  	
   

  	
  Form of Additional
  Assignment

  



 


ii