<PAGE>
                                                                   Exhibit 10.18

                             [Bank of America Logo]

OCTOBER 4, 2005                                            Bank of America, N.A.
                                                  Commercial Real Estate Banking
                                                                   NC1-007-11-15
Mr. Frank Spencer                                         100 North Tryon Street
President                                                    Charlotte, NC 28255
Cogdell Spencer Advisors
4401 Barclay Downs Drive, Suite 300                            Tel  704.387.1318
Charlotte, NC 28209                                            Fax  704.333.2416


                              COGDELL SPENCER INC.
            $100,000,000 SENIOR UNSECURED REVOLVING CREDIT FACILITY
            -------------------------------------------------------

Gentlemen:

This letter is delivered to you in connection with the Mandate Letter of even
date herewith (together with Summary of Terms attached thereto, the "Commitment
Letter") among you, Bank of America, N.A. ("Bank of America"), Banc of America
Securities LLC ("BAS"), Citigroup Global Markets Inc. ("Citi"), and Citicorp
North America, Inc. ("Citicorp") regarding the arrangement and syndication of a
senior unsecured credit facility in an aggregate principal amount of $100
million (the "Senior Credit Facility"). Unless otherwise defined herein,
capitalized terms shall have the same meanings as specified therefor in the
Commitment Letter. In connection with, and in consideration of the agreements
contained in, the Commitment Letter, you agree with Bank of America and BAS as
follows:

          1.   ARRANGEMENT FEE. You will pay a fee ("the Arrangement Fee") of
0.125%, half of which to BAS and half of which to Citi, for each its own
account. Such Arrangement Fee shall be for the structuring and syndication of
the Senior Credit Facility and shall be payable in full upon the Closing Date.

          2.   UPFRONT FEE. You will pay to BAS, for the account of the Lenders
(including Bank of America), a fee (the "Upfront Fee") of 0.25% of the
aggregate principal amount of the Senior Credit Facility. Such Upfront Fee
shall be for the Lenders' participation in the Senior Credit Facility and shall
be payable in full upon the Closing Date. The Upfront Fee received by Bank of
America and Citicorp shall be no less than the highest Upfront Fee (in basis
points) received by any of the other Lenders.

          3.   ADMINISTRATIVE AGENCY FEE. You will pay an annual administrative
agent fee of $15,000.00 to Bank of America, for its own account as
Administrative Agent for the Lenders under the Senior Credit Facility, annually
in advance on the Closing Date and on each anniversary thereof, until the
Senior Credit Facility are terminated in full. Bank of America reserves the
right to review and adjust the annual administrative agent fee in consultation
with you, on an annual basis and at the time a material amendment is requested,
with any adjustment effective on the earlier of the date of any material
amendment and the anniversary of the Closing Date.

          4.   LETTER OF CREDIT FRONTING FEE. You will pay to the Fronting Bank
for its own account a fronting fee equal to: (i) with respect to each commercial
Letter of Credit, applicable LIBOR Margin as provided in Addendum I attached
hereto of the stated amount of such Letter of Credit, payable upon the issuance
thereof, and (ii) with respect to each standby Letter of Credit issued and
<PAGE>
outstanding, applicable LIBOR Margin as provided in Addendum I attached hereto
per annum of the amount available to be drawn under such Letter of Credit,
payable quarterly in arrears.

Bank of America and BAS reserve the right at any time (whether before or after
the execution and delivery of the definitive loan documentation), after
consultation with you, to change all or any of the terms, structure, tenor or
pricing of the Senior Credit Facility (including, without limitation, adding
call protection or prepayment premiums, adding a LIBOR floor, reallocating
commitments among the Senior Credit Facility or any combination of the
foregoing) if we determine that such changes are advisable in order to ensure a
successful syndication thereof. The rights of Bank of America and BAS under
this paragraph will survive execution of the definitive loan documentation and
any borrowings thereunder and will continue in effect until such syndication
efforts shall be completed (as determined by Bank of America and BAS). In the
event that the definitive loan documentation is executed and delivered prior to
the completion of such syndication and efforts, you agree that, you will
execute any amendment to such definitive loan documentation deemed advisable by
Bank of America and BAS to effect such changes and that any failure to do so
shall be an event of default under the definitive loan documentation as though
fully set forth therein.

All of the fees described above in this letter agreement shall be fully earned
upon becoming due and payable in accordance with the terms hereof, shall be
nonrefundable for any reason whatsoever and shall be in addition to any other
fees, costs and expenses payable pursuant to the Commitment Letter or the
definitive documentation for the Senior Credit Facility. Bank of America
reserves the right to allocate, in whole or in part, to BAS certain fees payable
to Bank of America hereunder in such manner as Bank of America and BAS shall
agree in their sole discretion.

Your obligation to pay the foregoing fees will not be subject to counterclaim
or setoff for, or be otherwise affected by, any claim or dispute you may have.


             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       2
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return this letter agreement to us.

                                       Very truly yours,

                                       BANK OF AMERICA, N.A.

                                       By: /s/ Don M. Ward, Jr.
                                           ------------------------------------
                                           Name:  Don M. Ward, Jr.
                                                  ------------------------------
                                           Title: Vice President
                                                  -----------------------------

                                       BANC OF AMERICA SECURITIES LLC

                                       By:
                                           ------------------------------------
                                           Name:
                                                  -----------------------------
                                           Title:
                                                  -----------------------------

ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN

Cogdell Spencer Limited Partnership
-----------------------------------\

By: /s/ Frank Spencer
    ------------------------------------
Name:  Frank Spencer
       -----------------------------
Title: President
       -----------------------------




                                       3
<PAGE>

October 4, 2005

Mr. Frank Spencer
President
Cogdell Spencer Advisors
4401 Barclay Downs Drive, Suite 300
Charlotte, NC 28209

RE: $100,000,000.00 SYNDICATED SENIOR UNSECURED REVOLVING LINE OF CREDIT BY BANK
OF AMERICA, N.A., AS AGENT

Dear Mr. Spencer:

Bank of America, N.A., a national banking association ("Bank of America") is
pleased to offer to be the Administrative Agent (in such capacity, the "AGENT")
for a senior unsecured credit facility in an aggregate principal amount of $100
million (the "SENIOR CREDIT FACILITY") to the Borrower (as defined in the
Commitment Documents described below) and to offer its commitment to underwrite
$33,333,333.33 of the Senior Credit Facility, upon and subject to the terms and
conditions of this MANDATE LETTER (together with Summary of Terms attached
thereto, the "COMMITMENT LETTER"), and the Fee Letter of even date herewith (the
"FEE LETTER") (collectively, the "COMMITMENT DOCUMENTS"). Cogdell Spencer, Inc.
("CSA") and all other existing and future Material Subsidiaries (other than
Excluded Subsidiaries, as defined in the Summary of Terms) will act as guarantor
for the Senior Credit Facility ("Guarantor"). You have requested that Bank of
America, Bane of America Securities LLC ("BAS"), Citigroup Global Markets Inc.
("Citi"), and Citicorp North America, Inc. ("CITICORP") move forward on a good
faith basis to form a syndicate of financial institutions (the "Lenders")
reasonably acceptable to the Borrower for the purpose of consummating the Senior
Credit Facility transaction contemplated in the Commitment Letter.

Bank of America will act as sole and exclusive Administrative Agent for the
Senior Credit Facility and BAS and Citi will act as the sole and exclusive
co-Lead Arrangers for the syndication of the Senior Credit Facility. No
additional agents, co-agents or arrangers will be appointed and no other titles
will be awarded without our prior written approval.

The undertakings of Bank of America, BAS and Citi hereunder are subject to the
satisfaction of each of the following conditions in a manner acceptable to Bank
of America, BAS and Citi in their sole discretion: (a) the accuracy and
completeness of all representations that you, the Borrower, and the Guarantor
make to Bank of America, BAS and Citi and your compliance with each of the terms
and conditions set forth herein and in the Commitment Documents; (b) Bank of
America's continuing satisfaction that there has not occurred any material
adverse change in the financial condition, business, operations, assets, or
prospects of the Borrower or the Guarantor; (c) there not having occurred and
being continuing since the date hereof a material adverse change in the market
for syndicated Senior Credit Facility of the type contemplated by the Commitment
Documents, or a material disruption of, or material adverse change in,
financial, banking, or capital market conditions which materially and adversely
affect the market for syndication of Senior Credit Facility of the types
contemplated by the Commitment Documents, in each case as determined by Bank of
America, BAS and Citi in their sole discretion; and (d) the negotiation,
execution, and delivery of

<PAGE>

Mr. Frank Spencer
October 4, 2005
Page 2

definitive documentation with respect to the Senior Credit Facility ("Senior
Credit Facility Documents") in form and substance satisfactory to Guarantors,
Borrower, Bank of America, and their respective counsel, which Senior Credit
Facility Documents will include, without limitation, the terms and conditions
set forth in the Commitment Documents and other provisions customary for this
type of financing transaction (in compliance with the terms of the Commitment
Letter). If, on or before the closing date of the Senior Credit Facility, Bank
of America's continuing review of the Guarantor and Borrower discloses material
adverse information relating to conditions or events not previously disclosed to
Bank of America or additional developments in the condition (financial or
otherwise), assets, properties, business, operations, or prospects of Borrower
and its subsidiaries or the Guarantor, taken as a whole, then, subject to the
Commitment Letter, Bank of America may, in its sole discretion, require
reasonable changes in the Commitment Documents to reflect alternative financing
amounts or structures that are satisfactory to Bank of America; provided that
such alternatives are subject to Borrower's consent, in Borrower's sole and
absolute discretion. If Borrower refuses its consent to any alternative
financing amounts or structures required by Bank of America, then Bank of
America may withdraw its commitment and terminate the Commitment Documents, but
Borrower's obligations under the Fee Letter shall survive any such termination.

The ongoing obligation to proceed on a good faith basis of Bank of America, BAS
and Citi hereunder are based upon the financial and other information regarding
the Borrower and its subsidiaries and the Guarantor previously provided to Bank
of America, BAS and Citi and are subject to the condition, among others, that
there shall not have occurred after the date of such information, in the opinion
of Bank of America, BAS and Citi, any material adverse change in the business,
assets, liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of the Borrower and its subsidiaries or the Guarantor
taken as a whole. If the continuing review by Bank of America, BAS and Citi of
the Borrower or the Guarantor discloses information relating to conditions or
events not previously disclosed to Bank of America, BAS and Citi or relating to
new information or additional developments concerning conditions or events
previously disclosed to Bank of America, BAS and Citi which Bank of America, BAS
and Citi in their sole discretion believe may have a material adverse effect on
the condition (financial or otherwise), assets, properties, business, operations
or prospects of the Borrower and its subsidiaries or the Guarantor taken as a
whole, Bank of America, BAS and Citi at their sole discretion, may suggest
alternative financing amounts or structures or decline to participate in the
Senior Credit Facility.

You agree to actively assist Bank of America, BAS and Citi in achieving a
syndication of the Senior Credit Facility that is satisfactory to Bank of
America, BAS, Citi and you. Syndication of the Senior Credit Facility will be
accomplished by a variety of means, including direct contact during the
syndication between senior management and advisors of the Borrower and the
proposed Lenders. To assist Bank of America, BAS and Citi in the syndication
efforts, you hereby agree to (a) provide and cause your advisors to provide Bank
of America, BAS and Citi and the other Lenders upon request with all information
reasonably deemed necessary by Bank of America, BAS and Citi to complete
syndication, (b) assist Bank of America, BAS and Citi upon their reasonable
request in the preparation of an Offering Memorandum to be used in connection
with the syndication of the Senior Credit Facility and (c) otherwise assist Bank
of America, BAS and Citi in their syndication efforts, including making
available officers and advisors of the Borrower and their subsidiaries from time
to time to attend and make presentations regarding the business and prospects of
the Borrower and its subsidiaries, as appropriate, at a meeting or meetings of
prospective Lenders. You further agree to refrain from engaging in any
additional financings for the Borrower and its subsidiaries during such
syndication process unless otherwise agreed to by Bank of America, BAS and Citi.

It is understood and agreed that, subject the Commitment Letter, Bank of
America, BAS and Citi, after consultation with you, will manage and control all
aspects of the syndication, including decisions as to the selection of proposed
Lenders and any titles offered to proposed Lenders, when commitments will be

                                       2
<PAGE>

Mr. Frank Spencer
October 4, 2005
Page 3

accepted and the final allocations of the commitments among the Lenders. It is
understood that no Lender participating in the Senior Credit Facility will
receive compensation from you outside the terms contained herein and in the
Commitment Letter in order to obtain its commitment. It is also understood and
agreed that the amount and distribution of the fees among the Lenders will be at
the sole discretion of Bank of America, BAS and Citi and that any syndication in
excess of $33,333,333.33 prior to execution of definitive documentation will
reduce the commitment of Bank of America., dollar for dollar.

In the event the Senior Credit Facility cannot be successfully syndicated under
the terms outlined in the Commitment Letter, Borrower agrees that Bank of
America, BAS and Citi shall be entitled, in consultation with and approval from
you (which approval may be withheld in your sole and absolute discretion), to
change the pricing, structure, and other terms of the Senior Credit Facility, if
Bank of America, BAS and Citi determine that such changes are necessary to
ensure a successful syndication. The Commitment Letter shall be deemed to be
amended to reflect such changes and the syndication process shall continue. If
you refuse approval of a change proposed by Bank of America, BAS or Citi, then
Bank of America, BAS and Citi may withdraw their commitments and terminate the
Commitment Documents, but your obligations under the Fee Letter shall survive
any such termination. For purposes hereof, a successful syndication is one in
which commitments (in compliance with the terms of the Commitment Letter)
totaling $100,000,000.00 (including Bank of America) have been received from
financial institutions acceptable to the co-Lead Arrangers and Borrower.

You hereby represent, warrant and covenant that (a) all information, other than
the Projections (as defined below), which has been or is hereafter made
available to Bank of America, BAS and Citi by you or any of your representatives
in connection with the transactions contemplated hereby ("Information") is and
will be complete and correct in all material respects and does not and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein not misleading, and (b) all
financial projections concerning the Borrower and its Subsidiaries that have
been or are hereafter made available to Bank of America, BAS and Citi by you or
any of your representatives (the "Projections") have been or will be prepared in
good faith based upon reasonable assumptions. You agree to furnish us with such
Information and Projections as we may reasonably request and to supplement the
Information and the Projections as we may reasonably request and to supplement
the Information and the Projections from time to time until the closing date for
the Senior Credit Facility so that the representation and warranty in the
preceding sentence is correct on such date. In arranging and syndicating the
Senior Credit Facility, Bank of America, BAS and Citi will be using and relying
on the Information and the Projections without independent verification thereof.

By acceptance of this offer, the Borrower agrees (subject, however, to the terms
and conditions of the Fee Letter and Commitment Letter) to pay all reasonable
out-of-pocket fees and expenses (including reasonable attorneys' fees and
expenses and expenses of due diligence) incurred before or after the date hereof
by the Agent or co-Lead Arrangers in connection with the underwriting and the
syndication of the Senior Credit Facility.

In the event that Bank of America, BAS or Citi becomes involved in any capacity
in any action, proceeding or investigation in connection with any matter
contemplated by this letter, the Borrower will reimburse Bank of America, BAS
and Citi for their legal and other expenses (including the cost of any
investigation and preparation) as they are incurred by Bank of America, BAS or
Citi. The Borrower also shall indemnify and hold harmless Bank of America, BAS,
Citi and their affiliates and their respective directors, officers, employees
and agents (the "Indemnified Parties") from and against any and all losses,
claims, damages and liabilities, joint or several, related to or arising out of
any matters contemplated by this letter, unless and only to the extent that it
shall be finally judicially determined that such losses, claims, damages or
liabilities resulted primarily from the gross negligence or willful misconduct
of Bank of America, BAS or Citi.

                                       3
<PAGE>

Mr. Frank Spencer
October 4, 2005
Page 4

The contents of the Commitment Documents are confidential and, except for
disclosure thereof on a confidential basis to your accountants, attorneys,
insurance companies and other professional advisors retained by you in
connection with the Senior Credit Facility or as otherwise required by law, may
not be disclosed in whole or in part to any person or entity without our prior
written consent; provided, however, it is understood and agreed that you may
disclose this Mandate Letter but not the Fee Letter after your acceptance of the
Commitment Documents in filings with the Securities and Exchange Commission and
other applicable regulatory authorities and stock exchanges. Notwithstanding
anything herein to the contrary, the Borrower and any other party to the Senior
Credit Facility (and any employee, representative or other agent of the
foregoing) may disclose to any and all persons, without limitation of any kind
(a) any information with respect to the U.S. federal and state income tax
treatment of the Senior Credit Facility and any facts that may be relevant to
understanding such tax treatment, which facts shall not include for this purpose
the names of the parties or any other person names herein, or information that
would permit identification of the parties or such other persons, or any pricing
terms or other nonpublic business or financial information that is unrelated to
such tax treatment or facts, and (b) all materials of any kind (including
opinions or other tax analyses) relating to such tax treatment or facts that are
provided to any of the persons referred to above. Further, Bank of America, BAS
and Citi shall be permitted to use information related to the syndication and
arrangement of the Senior Credit Facility in connection with marketing, press
releases or other transactional announcements or updates provided to investor or
trade publications. Bank of America, BAS and Citi hereby notify you that
pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56
(signed into law October 26, 2001) (the "Act"), each of them is required to
obtain, verify and record information that identifies the Borrower and the
Guarantor, which information includes names and addresses and other information
that will allow Bank of America or BAS or Citi, as applicable, to identify the
Borrower and the Guarantor in accordance with the Act. Finally, Borrower may
disclose to other lenders that Bank of America, BAS and Citi have agreed to act
as Agent and co-Lead Arrangers for syndication of the Senior Credit Facility,
but will not disclose the contents of the Commitment Documents to such other
lenders without the prior approval of Bank of America, BAS and Citi.

You acknowledge that Bank of America, BAS and Citi or their affiliates may be
providing financing or other services to parties whose interests may conflict
with yours. Bank of America, BAS and Citi agree that they will not furnish
confidential information obtained from you to any of their other customers and
that they will treat confidential information relating to you and your
affiliates with the same degree of care as they treat their own confidential
information. Bank of America, BAS and Citi further advise you that they will not
make available to you confidential information that they have obtained or may
obtain from any other customer. In connection with the services and transactions
contemplated hereby, you agree that Bank of America, BAS and Citi are permitted
to access, use and share with any of their bank or non-bank affiliates, agents,
advisors (legal or otherwise) or representatives any information concerning you
or any of your affiliates that is or may come into the possession of Bank of
America, BAS or any of such affiliates.

The provisions of the immediately preceding two paragraphs shall remain in full
force and effect regardless of whether definitive Senior Credit Facility
Documents for the Senior Credit Facility shall be executed and delivered and
notwithstanding the termination of this letter or the commitments of Bank of
America, BAS and Citi hereunder.

Neither this offer nor the undertaking and commitment contained herein may be
disclosed to or relied upon by any other person or entity other than your
accountants, attorneys and other advisors, without the prior written consent of
Bank of America, BAS and Citi, except that following your acceptance hereof you
may make public your disclosure hereof as required by law or court order. Any
public disclosure of the terms and conditions of this commitment must be
pre-approved by the Agent and Arranger.

                                       4
<PAGE>

Mr. Frank Spencer
October 4, 2005
Page 5

As described herein, BAS and Citi will act as co-Lead Arrangers, co-Book
Managers, and co-Syndication Agents for the Senior Credit Facility. Bank of
America reserves the right to allocate, in whole or in part, to BAS or Citi
certain fees payable to Bank of America in such manner as Bank of America, BAS
and Citi agree in their sole discretion. You acknowledge and agree that Bank of
America may share with any of its affiliates (including specifically BAS) any
information relating to the Senior Credit Facility, the Borrower and its
subsidiaries and affiliates.

This letter shall be governed by the laws of the State of North Carolina without
regard to its principles of conflicts of laws. This letter may be modified or
amended only in writing. This letter is not assignable by the Borrower without
the prior written consent of Bank of America, BAS and Citi. This letter
supersedes and replaces any and all proposals or commitment letters (other than
the Commitment Letter and the Fee Letter) previously delivered by Bank of
America or BAS to the Borrower relating to the Senior Credit Facility.

These commitments will expire 5:00 p.m. Eastern Time on October 17, 2005 unless
Borrower executes and delivers this letter (along with the other Commitment
Documents) to Bank of America prior to that time, whereupon this letter shall
become a binding agreement.

Thereafter, the above undertakings and commitments will expire at 5:00 Eastern
Time on December 31, 2005, unless definitive documentation for the Senior Credit
Facility is executed and delivered prior to that time.

Very truly yours,

BANK OF AMERICA, N.A.

By:   __________________________________
      Name:  Don M. Ward. Jr.
      Title: Vice President

BANC OF AMERICA SECURITIES LLC

By:   __________________________________
      Name:  ___________________________
      Title: ___________________________

Accepted and Agreed To:

COGDELL SPENCER LIMITED PARTNERSHIP

By:   __________________________________
      Name:  Frank Spencer
      Title: ___________________________

                                       5
<PAGE>

                              COGDELL SPENCER INC.
             $100,000,000 SENIOR UNSECURED REVOLVING CREDIT FACILITY
                                SUMMARY OF TERMS
                                 OCTOBER 4, 2005

BORROWER:                   Cogdell Spencer Limited Partnership (the
                            "Borrower").

GUARANTORS:                 Cogdell Spencer, Inc. ("CSA") and all other existing
                            and future Material Subsidiaries (other than
                            Excluded Subsidiaries) will unconditionally guaranty
                            payment of the Facility.

ADMINISTRATIVE AGENT:       Bank of America, N.A. (the "ADMINISTRATIVE AGENT" or
                            "BANK OF AMERICA") will act as sole and exclusive
                            administrative agent.

JOINT LEAD ARRANGER(S)
AND JOINT BOOK RUNNERS:     Banc of America Securities LLC ("BAS") and Citigroup
                            Global Markets Inc. ("Citi") (collectively, the
                            "ARRANGERS").

LENDERS:                    A syndicate of financial institutions (including
                            Bank of America and Citicorp North America, Inc.)
                            arranged by the Arrangers, which institutions shall
                            be acceptable to the Borrower and the Administrative
                            Agent (collectively, the "LENDERS").

REVOLVING CREDIT
FACILITY:                   A $100 million (the "Aggregate Revolving
                            Commitment") unsecured revolving credit facility.
                            Documentation will enable the Aggregate Revolving
                            Commitment to be increased to a maximum of $250
                            million upon Borrower's request and approval of the
                            Administrative Agent. The increased commitment may
                            be provided by any existing Lender or new lenders
                            but, no existing Lender will be required to assume
                            any increase. Subject to the terms of the Facility
                            documents, the Borrower may borrow, repay and
                            reborrow amounts under the Facility.

SWINGLINE OPTION:           A Swingline of $25 million shall be made available
                            by the Administrative Agent for same day borrowings
                            at the Alternative Base Rate plus the then-current
                            Alternative Base Rate Margin as provided in Addendum
                            I attached hereto. Advances under the Swingline,
                            when aggregated with other borrowings under the
                            Facility, may not exceed the Aggregate Revolving
                            Commitment. Each Lender shall be unconditionally
                            obligated to purchase its pro rata share of any
                            Swingline advance made by the Administrative Agent.
                            Swingline advances shall be payable on demand but in
                            no event shall any Swingline advance be outstanding
                            for more than 5 business days.

PURPOSE:                    The Revolving Credit Facility shall be available to
                            fund working capital and other corporate purposes;
                            finance acquisition and development activity; and
                            refinance existing and future indebtedness.

INTEREST RATES:             As set forth in Addendum I.

<PAGE>

MATURITY:                   The Revolving Credit Facility shall terminate and
                            all amounts outstanding thereunder shall be due and
                            payable in full three (3) years from the Facility
                            closing date, subject to the Extension Option and
                            shall be interest only for the full Facility term.

COLLATERAL:                 The Facility will be unsecured. However, the
                            Borrower and Guarantors must at all times own an
                            Unencumbered Asset Value (the "Pool") of at least
                            167% of all the Borrower's outstanding Unsecured
                            Indebtedness.

                            The Pool, in aggregate, shall have a minimum overall
                            occupancy of 80%. At all times, the Pool shall
                            consist of at least ten Properties. The Pool shall
                            have a value of not less than $80 million through
                            December 31, 2006, $100 million thereafter through
                            December 31, 2007 and $120 million thereafter
                            through Maturity. Ground Leases for Pool assets
                            shall be reasonably acceptable to Administrative
                            Agent. The Borrower shall provide a Negative Pledge
                            on the Pool to the Administrative Agent to the
                            benefit of the Lenders.

                            Any real property that does not meet the conditions
                            of an Eligible Property, or until such time as the
                            Total Asset Value of the Borrower and Guarantors
                            meets or exceeds $500 million will be eligible for
                            inclusion to the Pool upon approval for the
                            Requisite Lenders.

RECOURSE:                   The Facility shall be a full recourse obligation of
                            the Borrower and Guarantor.

LETTERS OF CREDIT:          Up to $25 million of the Aggregate Revolving
                            Commitment will be available for the issuance of
                            letters of credit, with the Administrative Agent
                            being the issuing bank. Each Lender shall purchase a
                            risk participation interest in each letter of credit
                            equal to its pro rata portion of the Aggregate
                            Revolving Commitment. The Borrower shall pay a per
                            annum letter of credit fee (based on the face amount
                            of each outstanding letter of credit) equal to the
                            applicable LIBOR Margin as provided in Addendum I
                            attached hereto, payable to the Lenders quarterly in
                            arrears. No letter of credit shall have a term in
                            excess of one year or an expiry date following the
                            maturity date of the Facility.

EXTENSION OPTION:           The Borrower shall have the option to extend the
                            maturity date of the Facility for one additional
                            year provided that (i) at least 30 days but not more
                            than 90 days prior to the maturity date, the
                            Borrower provides written notice to the Lenders of
                            its intent to exercise the Extension Option, (ii) no
                            Default or Event of Default shall then be in
                            existence, (iii) all representations and warranties
                            shall be true and correct in all material respects
                            at the time of such extension except to the extent
                            that any such representation or warranty relates to
                            a specific earlier date and (iv) the Extension Fee,
                            as set forth in Addendum I, is paid.

<PAGE>

OPTIONAL PREPAYMENTS
AND COMMITMENT
REDUCTIONS:
                            The Borrower may prepay the Revolving Credit
                            Facility in whole or in part at any time without
                            penalty, subject to reimbursement of the Lenders'
                            breakage and redeployment costs in the case of
                            prepayment of LIBOR borrowings. The unutilized
                            portion of any commitment under the Revolving Credit
                            Facility in excess of the Swingline Loans and the
                            stated amount of all Letters of Credit may be
                            irrevocably canceled in whole or in part.

CONDITIONS PRECEDENT:       Conditions precedent to the closing of the Facility
                            shall be usual and customary for financings
                            generally, including delivery of (a) copies of
                            organizational documents of the Borrower and each
                            Guarantor recently certified by applicable state
                            agencies, (b) opinions of outside legal counsel to
                            the Borrower and each Guarantor, (c) a pro forma
                            Compliance Certificate and (d) Successful IPO with
                            equity proceeds of at least $95 million. In
                            addition, closing of the Facility will be
                            conditioned on the following (as determined in the
                            good faith judgment of the Administrative Agent and
                            the Lenders): (i) there not having occurred any
                            material adverse change in the Borrower's financial
                            condition; (ii) there not being any materially
                            adverse litigation affecting the Borrower or the
                            closing of the Facility; (iii) the Borrower having
                            obtained all consents and approvals necessary for
                            the Facility; and (iv) there not being any material
                            disruption of financial or capital markets.
                            Conditions to each advance under the Facility will
                            include no Default or Event of Default and continued
                            accuracy, in all material respects, of all
                            representations and warranties.

REPRESENTATIONS
AND WARRANTIES:             Usual and customary for transactions of this type,
                            to include without limitation: (i) corporate
                            existence and status; (ii) corporate power and
                            authority, enforceability; (iii) no violation of
                            law, contracts or organizational documents; (iv) no
                            material litigation; (v) accuracy and completeness
                            of specified financial statements and no material
                            adverse change; (vi) no required governmental or
                            third party approvals or consents; (vii) use of
                            proceeds; (viii) status under Investment Company
                            Act; (ix) ERISA matters; (x) environmental matters;
                            (xi) tax matters; (xii) accuracy of disclosure;
                            (xiii) compliance with laws; (xiv) subsidiaries;
                            (xv) ownership of property and insurance matters,
                            and (xvi) no default.

<PAGE>

FINANCIAL COVENANTS:        Financial Covenants will be met by the Borrower at
                            all times on a consolidated basis but only reported
                            quarterly or more often as requested by the
                            Administrative Agent.

                            Maximum Leverage Ratio:                65%

                            The ratio of Combined Total Indebtedness to Combined
                            Total Asset Value may not exceed 65%, provided that
                            the Maximum Leverage Ratio may be increased to 75%
                            subject to the following conditions: (a) such
                            increase shall not occur more than once during the
                            term of the Revolving Credit Facility and (b) any
                            increase shall be effective for not more than two
                            consecutive quarters.

                            Minimum Fixed Charge Coverage Ratio:   1.75 to 1.00

                            The ratio of Combined Adjusted EBITDA for the most
                            recent quarter ended to Fixed Charges of the
                            Combined Group for the most recent quarter ended
                            shall not be less than 1.75 to 1.00.

                            Maximum Combined Secured Indebtedness  50%

                            The ratio of Combined Secured Indebtedness to
                            Combined Total Asset Value shall not exceed 50% for
                            calendar year 2006, and 40% thereafter.

                            Maximum Recourse Indebtedness          15%

                            The ratio of Combined Recourse Indebtedness to
                            Combined Total Asset Value shall not exceed 15%.
                            Recourse Indebtedness shall not exceed the lesser of
                            85% of cost or 80% of appraised value.

                            Maximum Unsecured Indebtedness         60%

                            The ratio of Unsecured Indebtedness to Unencumbered
                            Asset Value may not exceed 60%, provided that the
                            Maximum Unsecured Indebtedness may be increased to
                            75% subject to the following conditions: (a) such
                            increase shall not occur more than once during the
                            term of the Revolving Credit Facility and (b) any
                            increase shall be effective for not more than two
                            consecutive quarters.

                            Minimum Unencumbered Interest Coverage
                            Ratio                                  2.00 to 1.00

                            The ratio of Unencumbered Adjusted NOI for the most
                            recent quarter ended to Unsecured Interest Expense
                            for the most recent quarter ended shall not be less
                            than 2.00 to 1.00.

                            Minimum Combined Tangible Net Worth:   TBD

                            The Combined Tangible Net Worth will at no time be
                            less than (i) $TBD million plus (ii) 85% of the Net
                            Proceeds of Equity Issuances.

                            Dividend Payout/Distributions

                            The Borrower and its Subsidiaries will not declare
                            or make any distributions or other Restricted
                            Payments except that they may do the following: (a)
                            the Borrower may declare or make cash distributions
                            to its shareholders during any four quarter period
                            not to exceed the greater of (i) the greater of (x)
                            Funds From Operations and (y) estimated
                            distributions on the common stock of CSA and OP
                            Units of the Borrower

<PAGE>

                            as described in CSA's registration statement for its
                            initial public offering, for the first full four
                            quarter period (full calendar year 2006), and 95% of
                            Funds From Operations on an annual basis thereafter
                            or (ii) the amount required for the Borrower to
                            remain a REIT and (b) the Borrower and its
                            Subsidiaries may make certain other Restricted
                            Payments as specified in the Facility documents
                            (including without limitation, (1) redemptions of
                            limited partnership interests in the OPs so long as
                            no Default or Event of Default exists or would
                            result there from and (2) Restricted Payments made
                            by Subsidiaries to the Borrower or any other
                            Subsidiary). If a Default or Event of Default
                            exists, the Borrower and its Subsidiaries may not
                            make any Restricted Payments other than cash
                            distributions by the Borrower to its shareholders in
                            the amount required for the Borrower to remain a
                            REIT.

                            Permitted Investments

                            The Borrower shall not, and shall not permit any
                            Subsidiary to, make any Investment in or otherwise
                            own the following items which would cause the
                            aggregate value of such holdings of the Borrower and
                            its Subsidiaries to exceed the levels, as a
                            percentage of Combined Total Asset Value, as
                            outlined below:

                                a)    Unconsolidated Affiliates and
                                      Persons not Wholly Owned
                                      Subsidiaries                       25%

                                      Investments in Unconsolidated Affiliates
                                      and Persons that are not wholly owned
                                      Subsidiaries (other than Subsidiaries that
                                      are Guarantors).

                                b)    Mortgage Receivables               10%

                                      Mortgage Receivables shall be defined as
                                      the aggregate book value of all mortgage
                                      receivables.

                                c)    Construction                       15%

                                      Construction shall be defined as the total
                                      cost to develop the real property under
                                      construction, including the acquisition of
                                      land as reasonably determined by Borrower
                                      in good faith.

                                d)    Undeveloped Land                    5%

                                      In addition to the foregoing limitations,
                                      the aggregate value of a, b, c and d shall
                                      not exceed 35% of Combined Total Asset
                                      Value.

OTHER COVENANTS:            Subject to exceptions and materiality qualifications
                            to be agreed on, the Facility documentation shall
                            include affirmative and negative covenants usual and
                            customary for financings generally and for this
                            Facility in particular, including, but not limited
                            to, the following: (i) preservation of existence;
                            (ii) maintenance of properties; (iii) compliance
                            with laws (including environmental laws and ERISA
                            matters) and contractual obligations; (iv) payment
                            of taxes and claims subject to customary rights to
                            contest and requirements for reserves; (v)
                            maintenance of insurance; (vi) except for permitted
                            Combined Secured Indebtedness and covenants

<PAGE>

                            of bankruptcy remote entities, limitation on liens
                            and negative pledges; (vii) inspections; (viii)
                            maintenance of financial records; (ix) transactions
                            with affiliates; (x) limitation on mergers (other
                            than intercompany mergers and mergers in which the
                            Borrower or a Subsidiary is the surviving or
                            acquiring party and no Default or Event of Default
                            exists or would result), consolidations and sales of
                            all or substantially all assets; (xi) maintenance of
                            REIT status and listing on any national securities
                            exchange; and (xii) modifications to organizational
                            documents that could reasonably be expected to have
                            a material adverse effect on (A) the rights and
                            remedies of the Lenders and the Administrative Agent
                            or (B) the ability of the Borrower and the
                            Guarantors to perform their respective obligations
                            under the Facility documentation (including, the
                            timely payment of principal of or interest on the
                            loans and reimbursement obligations under letters of
                            credit).

REPORTING REQUIREMENTS:     Not later than 5 days following the filing of the
                            Borrower's Form 10-Q with the Securities and
                            Exchange Commission for the first three fiscal
                            quarters of the Borrower, but in any event within 45
                            days after the end of each such fiscal quarter,
                            Borrower shall provide quarterly unaudited
                            consolidated financial statements (including a
                            consolidated balance sheet, income statement and
                            statement of cash flows), such quarterly statements
                            to be certified by the Borrower's chief executive
                            officer or chief financial officer.

                            Not later than 5 days following the filing of the
                            Borrower's Form 10-K with the Securities and
                            Exchange Commission for each fiscal year of the
                            Borrower, but in any event within 90 days after the
                            end of each such fiscal year, the Borrower shall
                            provide annual audited consolidated financial
                            statements (including a consolidated balance sheet,
                            income statement, statement of cash flows and
                            statement of stockholders equity), such financial
                            statements to be (a) certified by the Borrower's
                            chief executive officer or chief financial officer
                            and (b) accompanied by an unqualified report of
                            independent certified public accountants of
                            recognized national standing acceptable to the
                            Administrative Agent.

                            Together with such quarterly and annual financial
                            statements, Borrower shall provide (a) a Compliance
                            Certificate (and reasonably detailed back-up
                            calculations) from the chief financial officer
                            confirming that the Borrower is in compliance with
                            all of the covenants of the Loan Documents and that
                            there is no default under any of the Loan Documents;
                            (b) a statement of Funds From Operations; and (c) a
                            report of newly acquired Properties, including their
                            net operating income, cost and mortgage debt, if
                            any.

                            The Borrower shall notify the Lenders of the filing
                            of all Form 10Ks, 10Qs and any other public
                            information filed with the SEC, and to the extent
                            not publicly available, the Borrower shall deliver
                            to the Lenders, promptly upon the mailing thereof,
                            copies of any other materials distributed to the
                            shareholders.

                            From time to time additional information regarding
                            the financial position or business of the Borrower
                            and its Subsidiaries or any other Loan Party as

<PAGE>

                            may be reasonably requested by the Administrative
                            Agent on the behalf of any Bank.

EVENTS OF DEFAULT:          In addition to such other Events of Default as
                            Lenders and Borrower shall agree to include in the
                            Facility documentation, the occurrence of any of the
                            following shall constitute an Event of Default under
                            the Credit Agreement:

                            a)    Failure to pay principal when due;

                            b)    Failure to pay interest or any other
                                  obligation under the Facility documents within
                                  three business days after due;

                            c)    Violation of any financial covenant or any
                                  negative covenant;

                            d)    Violation of other covenants, subject to
                                  customary notice and grace periods;

                            e)    Material misrepresentation;

                            f)    Any default resulting in acceleration of other
                                  Indebtedness of the Borrower or any of its
                                  Subsidiaries in excess of $25 million (or $50
                                  million in the case of Nonrecourse
                                  Indebtedness), or any default permitting the
                                  acceleration of other Indebtedness (other than
                                  Nonrecourse Indebtedness) of the Borrower or
                                  any of its Subsidiaries in excess of $25
                                  million, or the Borrower or any of its
                                  Subsidiaries shall default in the payment of
                                  amounts in excess of $25 million in the
                                  aggregate in respect of Derivatives Contracts;

                            g)    Insolvency or bankruptcy of the Borrower, any
                                  Guarantor or any other Subsidiary to which
                                  more than $25 million of Combined Total Asset
                                  Value is attributable;

                            h)    The Borrower or any Guarantor shall disavow,
                                  revoke or terminate any Facility document or
                                  shall otherwise challenge or contest in any
                                  proceeding the validity or enforceability of
                                  any Facility document;

                            i)    Judgments against the Borrower, any Guarantor
                                  or any other Subsidiary in excess of $25
                                  million (excluding amounts for which insurance
                                  coverage exists and has not been denied by the
                                  applicable carrier) in aggregate that remain
                                  unsatisfied or unstayed for more than 30 days;
                                  and

                            j)    Either of the following:

                                  (i)   Any person or group (other than an
                                        entity controlled by the Chairman or CEO
                                        of the Company) is or becomes the
                                        beneficial owner of more than 33% of the
                                        total voting power of the then
                                        outstanding voting stock of the
                                        Borrower; or

<PAGE>

                                  (ii)  During any period of 12 consecutive
                                        months, individuals who at the beginning
                                        of any such 12-month period constituted
                                        the Board of Directors of the Borrower
                                        (together with any new directors whose
                                        election by such Board or whose
                                        nomination for election by the
                                        shareholders of the Borrower was
                                        approved by a vote of a majority of the
                                        directors then still in office who were
                                        either directors at the beginning of
                                        such period or whose election or
                                        nomination for election was previously
                                        so approved) cease for any reason to
                                        constitute a majority of the Board of
                                        Directors of the Borrower.

ASSIGNMENTS AND
PARTICIPATIONS:             Each Lender will be permitted to make assignments in
                            acceptable minimum amounts to other financial
                            institutions approved by the Borrower (so long as no
                            Default or Event of Default then exists under the
                            Facility) and the Administrative Agent. Lenders will
                            be permitted to sell participations with voting
                            rights limited to significant matters such as
                            changes in amount, rate and maturity date and
                            releases of any of the Guarantors other than as
                            expressly permitted under the Facility
                            documentation. An assignment fee of $3,500 shall be
                            payable by any assigning Lender to the
                            Administrative Agent upon the effectiveness of any
                            such assignment (including, but not limited to, an
                            assignment by a Lender to another Lender). Lenders
                            shall have the right to disclose information to
                            prospective participants and assignees subject to
                            confidentiality requirements.

AMENDMENTS AND WAIVERS:     Amendments and waivers of the provisions of the
                            Facility documentation will require the approval of
                            Requisite Lenders, except that the consent of all of
                            the Lenders affected thereby shall be required with
                            respect to (a) increases in the commitment of
                            Lenders or the Aggregate Revolving Commitment
                            (excluding the possible increase to $250 million
                            referred to above), (b) reductions of principal
                            payments, interest, or fees, (c) extensions of
                            scheduled maturities or times for payment, and (d)
                            releases of any Guarantor other than as expressly
                            permitted under the Facility documentation.

INDEMNIFICATION:            The Facility documentation shall contain usual and
                            customary provisions providing for the Borrower's
                            indemnification of the Administrative Agent and the
                            Lenders, including without limitation,
                            indemnification with respect to losses, liabilities,
                            costs and expenses incurred by any of them in
                            connection with any violations of any laws, orders,
                            rules or regulations relating to the use, handling
                            or storage of hazardous materials or hazardous
                            substances (including asbestos) or the presence of
                            any such materials or substances in, on, under or
                            around any properties of the Borrower or any of its
                            Subsidiaries (subject to customary exceptions for
                            gross negligence and willful misconduct).

GOVERNING LAW:              State of North Carolina.

<PAGE>

PRICING/FEES/ EXPENSES:     As set forth in Addendum I.

SYNDICATION:                The Borrower agrees to actively assist the Arrangers
                            in achieving a satisfactory syndication of the
                            Revolving Credit Facility. To assist the Arrangers
                            in its syndication efforts, the Borrower agrees to:
                            (1) provide and cause its advisors to provide the
                            Arrangers and any other Lender that becomes part of
                            the syndication of Lenders upon request with all
                            information reasonably deemed necessary by the
                            Arranger to complete the syndication; (2) assist the
                            Arrangers upon its reasonable request in the
                            preparation of an offering memorandum to be used in
                            connection with the syndication of the Revolving
                            Credit Facility and; (3) otherwise assist the
                            Arrangers in its syndication efforts, including
                            making available officers and advisors of the
                            Borrower and its affiliates and subsidiaries from
                            time to time to attend and make presentations
                            regarding the business and prospects of the Borrower
                            at a meeting or meetings of prospective lenders.

CLEAR MARKET PROVISION:     From the date of acceptance of the Summary of Terms
                            and Conditions and continuing until closing, there
                            will be no competing offering, placement or
                            arrangement of any debt securities or bank financing
                            by or on behalf of the Borrower. The Borrower will
                            immediately notify the Arranger if any such
                            transaction is contemplated.

OTHER:                      This Summary of Terms is intended as an outline of
                            certain of the material terms of the Revolving
                            Credit Facility and does not purport to summarize
                            all of the conditions, covenants, representations,
                            warranties and other provisions which would be
                            contained in definitive documentation for the
                            Revolving Credit Facility contemplated hereby.

<PAGE>

                                   ADDENDUM I
                           PRICING, FEES AND EXPENSES

UNUSED FACILITY FEE:        The Borrower will pay to the Administrative Agent,
                            for the benefit of the Lenders, an Unused Facility
                            Fee on the applicable unused Facility Amount: (1) if
                            such unused amount is less than fifty percent (50%)
                            of the Facility Amount, at the rate of 0.20% per
                            annum; and (2) if such unused amount is equal to or
                            greater than fifty percent (50%) of the Facility
                            Amount, at the rate of 0.10% per annum, calculated
                            daily and payable quarterly in arrears (the "UNUSED
                            FACILITY FEE").

INTEREST RATES:             The pricing on the Facility shall be determined
                            based on the Borrower's Leverage Ratio as set forth
                            in the applicable Pricing Grid set forth below.

                            Interest periods for LIBOR loans shall be one, two,
                            three or six months. Interest on Alternate Base Rate
                            loans shall be payable in arrears on the first day
                            of each month, upon any prepayment and at final
                            maturity. Interest on LIBOR loans shall be payable
                            in arrears on the last day of each interest period,
                            at three month intervals for interest periods longer
                            than three months, upon any prepayment and at final
                            maturity. Interest on all loans and all fees shall
                            be calculated for actual days elapsed on the basis
                            of a 360-day year for LIBOR loans and 365- or
                            366-day year, as applicable, otherwise.

                            In no event may the Borrower elect an interest
                            period for a LIBOR loan which would extend beyond
                            the maturity date of the Facility and, unless all of
                            the Lenders otherwise agree, in no event may there
                            be more than 10 different interest periods for LIBOR
                            loans outstanding under the Facility at any one
                            time. Alternate Base Rate loans shall be in the
                            minimum aggregate amount of $1,000,000 (and in
                            multiples of $100,000 in excess thereof). LIBOR
                            loans shall be in the minimum aggregate amount of
                            $1,000,000 (and in multiples of $100,000 in excess
                            thereof).

                            Facility documentation will include customary
                            provisions (a) protecting the Lenders against
                            increased costs or loss of yield resulting from
                            changes in reserve, tax, capital adequacy and other
                            requirements of law and (b) indemnifying the Lenders
                            for breakage costs incurred in connection with among
                            other things, any failure to borrow a LIBOR loan or
                            any repayment of a LIBOR loan on a day other than
                            the last day of an interest period with respect
                            thereto. After default, the interest rate on all
                            overdue amounts will be equal to the Alternate Base
                            Rate plus the Applicable Margin plus 2% per annum.

<PAGE>

PRICING GRID:               The Applicable Margin for LIBOR Loans and Applicable
                            Margin for Alternative Base Rate Loans shall be, at
                            any time, the rate per annum set forth in the table
                            below opposite the Leverage of the Borrower as
                            calculated in accordance with the Maximum Leverage
                            financial covenant.

<TABLE>
<CAPTION>
                                                     APPLICABLE MARGIN FOR
                           APPLICABLE MARGIN FOR     ALTERNATIVE BASE RATE
LEVERAGE                       LIBOR LOANS                  LOANS
--------                 ---------------------     ---------------------
<S>                      <C>                       <C>
< or = 40%                         1.00%                     0.00%
> or = 40% and < 50%               1.15%                     0.00%
> or = 50%                         1.30%                     0.00%
</TABLE>

UPFRONT FEE:                The Borrower will pay to Administrative Agent for
                            the benefit of the Lenders an upfront fee in the
                            amount of 0.25% of the Aggregate Revolving
                            Commitment Amount (the "UPFRONT FEE").

EXTENSION FEE:              0.20% of the Aggregate Revolving Commitment payable
                            to Administrative Agent for the benefit of the
                            Lenders.

CALCULATION OF
INTEREST AND FEES:          Other than calculations in respect of interest at
                            the Bank of America prime rate (which shall be made
                            on the basis of actual number of days elapsed in a
                            365/366 day year), all calculations of interest and
                            fees shall be made on the basis of actual number of
                            days elapsed in a 360 day year.

EXPENSES:                   The Borrower will pay all reasonable costs and
                            expenses of the Administrative Agent associated with
                            the preparation, due diligence, administration,
                            syndication and enforcement of all documentation
                            executed in connection with the Facility, including,
                            without limitation, the legal fees of counsel to the
                            Administrative Agent and costs and expenses in
                            connection with the use of IntraLinks, Inc. or other
                            similar information transmission systems in
                            connection with the Loan Documents, regardless of
                            whether or not the Facility is closed. The Borrower
                            will also pay the expenses of each Lender in
                            connection with the "workout" or enforcement of any
                            loan documentation for the Facility.

<PAGE>

AGGREGATE REVOLVING COMMITMENT: the sum of all commitments of the Lenders under
the Facility.

ALTERNATE BASE RATE: means the per annum rate of interest equal to the greater
of (a) the prime rate or (b) the federal funds rate plus one-half of one percent
(0.5%). Any change in the base rate resulting from a change in the prime rate or
the federal funds rate shall become effective as of 12:01 a.m. on the business
day on which each such change occurs. The base rate is a reference rate used by
the Lender acting as the Administrative Agent in determining interest rates on
certain loans and is not intended to be the lowest rate of interest charged by
the Lender acting as the Administrative Agent or any other Lender on any
extension of credit to any debtor.

CAPITAL RESERVES: means, for any period and with respect to a Property, an
amount equal to (a) $0.40 per square foot times, (b) a fraction, the numerator
of which is the number of days in such period and the denominator of which is
365. Any portion of a Property leased under a ground lease to a third party that
owns the improvements on such portion of such Property shall not be included in
determinations of Capital Reserves. If the term Capital Reserves is used without
reference to any specific Property, then the amount shall be determined on an
aggregate basis with respect to all Properties of the Borrower and its
Subsidiaries and a proportionate share of all Properties of all Unconsolidated
Affiliates. For the purpose of calculating Unencumbered Adjusted NOI, and
provided the Borrower maintains a capital reserve account with an initial
balance of not less than $310,000 with Administrative Agent for the Unencumbered
Assets during the first 12 months of the Facility, the Capital Reserves will be
$.00 per square foot for the first 12-months of the Facility.

CAPITALIZATION RATE: means 8.50%.

CAPITALIZED LEASE OBLIGATIONS: means obligations under a lease that are required
to be capitalized for financial reporting purposes in accordance with GAAP. The
amount of a Capitalized Lease Obligation is the capitalized amount of such
obligation as would be required to be reflected on a balance sheet of the
applicable Person prepared in accordance with GAAP as of the applicable date.

COMBINED: means with reference to any term defined or used in the Facility
documents, that term as applied to the accounts of all or a portion of the
Borrower and its Subsidiaries combined in accordance with GAAP.

COMBINED ADJUSTED EBITDA: EBITDA less Capital Reserves.

COMBINED GROUP: means the Borrower, the Guarantors and each other Subsidiary of
the Borrower, from time to time in existence, and shall include, as the context
requires, Unconsolidated Affiliates of the Borrower. COMBINED SECURED
INDEBTEDNESS: means, with respect to a Person as of any given date, the
aggregate principal amount of all Indebtedness of such Person outstanding at
such date and that is secured in any manner by any lien, and in the case of the
Borrower, shall include (without duplication), the Borrower's pro rata share of
the Combined Secured Indebtedness of its Unconsolidated Affiliates.

COMBINED TANGIBLE NET WORTH: means, as of a given date, (a) the stockholders'
equity of the Borrower and Subsidiaries determined on a consolidated basis, plus
(b) accumulated depreciation and amortization, minus (c) the following (to the
extent reflected in determining stockholders' equity of the Borrower and its
Subsidiaries): (i) the amount of any write-up in the book value of any assets
contained in any balance sheet resulting from revaluation thereof or any
write-up in excess of the cost of such assets acquired, and (ii) all amounts
appearing on the assets side of any such balance sheet for assets which would be
classified as intangible assets under GAAP, all determined on a consolidated
basis.

<PAGE>

COMBINED TOTAL ASSET VALUE: means the sum of all of the following of the
Borrower and its Subsidiaries on a consolidated basis determined in accordance
with GAAP applied on a consistent basis: (a) cash, cash equivalents and
marketable securities, plus (b) with respect to each Property owned by the
Borrower or any Subsidiary (other than a Development Property or Unimproved
Land), the quotient of (i) Combined Adjusted EBITDA attributable to such
Property for the fiscal quarter most recently ended times 4, divided by (ii) the
Capitalization Rate, plus (c) the GAAP book value of Properties acquired during
the most recent two fiscal quarters, plus (d) Construction-in-Process until the
earlier of the (i) one year anniversary date of project completion or (ii) the
fiscal quarter after the Property achieves an Occupancy Rate of 80%, plus (e)
the GAAP book value of Unimproved Land, Mortgage Receivables and other
promissory notes. The Borrower's pro rata share of assets held by Unconsolidated
Affiliates (excluding assets of the type described in the immediately preceding
clause (a)) will be included in Combined Total Asset Value calculations
consistent with the above described treatment for wholly owned assets. For
purposes of determining Combined Total Asset Value, Net Operating Income from
Properties acquired or disposed of by the Borrower or any Subsidiary during the
immediately preceding two fiscal quarters of the Borrower shall be excluded.

COMBINED TOTAL INDEBTEDNESS: means all Indebtedness of the Borrower and all
Subsidiaries determined on a consolidated basis and in the case of the Borrower
shall include (without duplication) the Borrower's pro rata share of the
Indebtedness of its Unconsolidated Affiliates.

CONSTRUCTION-IN-PROCESS: means cash expenditures for land and improvements
(including indirect costs internally allocated and development costs) determined
in accordance with GAAP on all Properties that are under development or are
scheduled to commence development within twelve months.

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

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

DEVELOPMENT PROPERTY: means a Property currently under development that has not
achieved an Occupancy Rate of at least 80%, or on which the improvements (other
than tenant improvements on unoccupied space) related to the development have
not been completed. A Development Property on which all improvements (other than
tenant improvements on unoccupied space) related to the

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development of such Property have been completed for at least 12 months shall
cease to constitute a Development Property notwithstanding the fact that such
Property has not achieved an Occupancy Rate of at least 80%.

EBITDA: means, with respect to a Person for any period (without duplication):
(a) net income (loss) of such Person for such period determined on a
consolidated basis, in accordance with GAAP, exclusive of the following (but
only to the extent included in determination of such net income (loss)): (i)
depreciation and amortization expense; (ii) Interest Expense; (iii) income tax
expense; and (iv) extraordinary or non-recurring gains and losses; plus (b) such
Person's pro rata share of EBITDA of its Unconsolidated Affiliates. EBITDA shall
be adjusted to remove any impact from straight line rent leveling adjustments
required under GAAP and amortization of intangibles pursuant to FAS 141.

ELIGIBLE PROPERTY: means a Property which satisfies all of the following
requirements: (a) such Property is fully developed as a (i) a medical office
property or (ii) an ambulatory property; (b) the Property is owned, or leased
under a Ground Lease, by the Borrower and/or a Guarantor; (c) neither such
Property, nor any interest of the Borrower or any Subsidiary therein, is subject
to any lien (other than certain Permitted Liens) or a Negative Pledge; (d) if
such Property is owned or leased by a Guarantor (i) none of the Borrower's
direct or indirect ownership interest in such Guarantor is subject to any lien
(other than certain Permitted Liens) or to a Negative Pledge; and (ii) the
Borrower directly, or indirectly through a Subsidiary, has the right to take the
following actions without the need to obtain the consent of any Person: (x) to
sell, transfer or otherwise dispose of such Property and (y) to create a lien on
such Property as security for Indebtedness of the Borrower or such Guarantor, as
applicable; and (e) such Property is free of all structural defects or major
architectural deficiencies, title defects, environmental conditions or other
adverse matters except for defects, deficiencies, conditions or other matters
individually or collectively which are not material to the profitable operation
of such Property.

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

EQUITY ISSUANCE: means any issuance by a Person of any Equity Interest in such
Person and shall in any event include the issuance of any Equity Interest upon
the conversion or exchange of any security constituting Indebtedness that is
convertible or exchangeable, or is being converted or exchanged, for Equity
Interests.

EXCLUDED SUBSIDIARY: means any Subsidiary (a) holding title to assets which are
or are to become collateral for any Combined Secured Indebtedness of such
Subsidiary; and (b) which is prohibited from guarantying the Indebtedness of any
other Person pursuant to (i) any document, instrument or agreement evidencing
such Combined Secured Indebtedness or (ii) a provision of such Subsidiary's
organizational documents which provision was included in such Subsidiary's
organizational documents as a condition to the extension of such Combined
Secured Indebtedness.

FAIR MARKET VALUE: means, with respect to (a) a security listed on a national
securities exchange or the NASDAQ National Market, the price of such security as
reported on such exchange by any widely recognized reporting method customarily
relied upon by financial institutions and (b) with respect to any

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other property, the price which could be negotiated in an arm's-length free
market transaction, for cash, between a willing seller and a willing buyer,
neither of which is under pressure or compulsion to complete the transaction.

FIXED CHARGES: means, for any period, the sum of (a) Interest Expense of the
Borrower and its Subsidiaries determined on a consolidated basis for such
period, (b) all regularly scheduled principal payments made with respect to
Indebtedness of the Borrower and its Subsidiaries during such period, other than
any balloon, bullet or similar principal payment which repays such Indebtedness
in full, and (c) all Preferred Dividends paid during such period. The Borrower's
pro rata share of the Fixed Charges of Unconsolidated Affiliates of the Borrower
shall be included in determinations of Fixed Charges.

FUNDS FROM OPERATIONS: means, with respect to a Person and for a given period,
(a) net income (loss) of such Person determined on a consolidated basis for such
period minus (or plus) (b) gains (or losses) from debt restructuring and sales
of property during such period plus (c) depreciation with respect to such
Person's real estate assets and amortization (other than amortization of
deferred financing costs) of such Person for such period, all after adjustment
for unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated entities will be calculated to reflect funds from operations on
the same basis.

GROUND LEASE: means a ground lease containing the following terms and
conditions: (a) a remaining term (inclusive of any unexercised extension options
exercisable at Borrower's sole discretion) of 40 years or more from the Facility
closing date; (b) the right of the lessee to mortgage and encumber its interest
in the leased property without the consent of the lessor; (c) the obligation of
the lessor to give the holder of any mortgage lien on such leased property
written notice of any defaults on the part of the lessee and agreement of such
lessor that such lease will not be terminated until such holder has had a
reasonable opportunity to cure or complete foreclosures, and fails to do so; (d)
reasonable transferability of the lessee's interest under such lease, including
ability to sublease; and (e) such other rights customarily required by
mortgagees making a loan secured by the interest of the holder of the leasehold
estate demised pursuant to a ground lease. Notwithstanding the foregoing, the
leases of the Properties known as East Jefferson Medical Specialty Building and
Gaston MOB shall constitute Ground Leases so long as such leases satisfy all of
the foregoing requirements other than clause (a) above.

GUARANTORS: means, individually and collectively, as the context shall all other
Material Subsidiaries (other than Excluded Subsidiaries).

INDEBTEDNESS: means, with respect to a Person, at the time of computation
thereof, all of the following (without duplication): (a) all obligations of such
Person in respect of money borrowed (other than trade debt incurred in the
ordinary course of business which is not more than 60 days past due); (b) all
obligations of such Person, whether or not for money borrowed (i) represented by
notes payable, or drafts accepted, in each case representing extensions of
credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or
(iii) constituting purchase money indebtedness, conditional sales contracts,
title retention debt instruments or other similar instruments, upon which
interest charges are customarily paid or that are issued or assumed as full or
partial payment for property or services rendered; (c) Capitalized Lease
Obligations of such Person; (d) all reimbursement obligations of such Person
under any letters of credit or acceptances (whether or not the same have been
presented for payment); (e) all Off-Balance Sheet Obligations of such Person;
(f) all obligations of such Person to purchase, redeem, retire, defease or
otherwise make any payment in respect of any Mandatorily Redeemable Stock issued
by such Person or any other Person, valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; (g) all
obligations of such Person in respect of any purchase obligation, repurchase
obligation, takeout commitment or forward equity commitment, in each case
evidenced by a binding agreement (excluding any such obligation to the extent
the obligation can be satisfied by the issuance of

<PAGE>

Equity Interests (other than Mandatorily Redeemable Stock) at the option of such
Person); (h) net obligations under any Derivatives Contract not entered into as
a hedge against existing Indebtedness, in an amount equal to the Derivatives
Termination Value thereof; (i) all Indebtedness of other Persons which such
Person has guaranteed or is otherwise recourse to such Person (except for
guaranties of customary exceptions for fraud, misapplication of funds,
environmental indemnities and other similar exceptions to recourse liability
(but not exceptions relating to bankruptcy, insolvency, receivership or other
similar events)); (j) all Indebtedness of another Person secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any lien on property or assets owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness or other payment obligation; and (k) such Person's pro rata
share of the Indebtedness of any Unconsolidated Affiliate of such Person.
Indebtedness of any Person shall include Indebtedness of any partnership or
joint venture in which such Person is a general partner or joint venturer to the
extent of such Person's pro rata share of the ownership of such partnership or
joint venture (except if such Indebtedness, or portion thereof, is recourse to
such Person, in which case the greater of such Person's pro rata portion of such
Indebtedness or the amount of the recourse portion of the Indebtedness, shall be
included as Indebtedness of such Person). All Loans and Letter of Credit
Liabilities shall constitute Indebtedness of the Borrower.

INTEREST EXPENSE: means, for any period, without duplication, (a) total interest
expense of the Borrower and its Subsidiaries, including capitalized interest not
funded under a construction loan interest reserve account, determined on a
consolidated basis in accordance with GAAP for such period, plus (b) the
Borrower's pro rata share of Interest Expense of Unconsolidated Affiliates for
such period.

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

MANDATORILY REDEEMABLE STOCK: means, with respect to any Person, any Equity
Interest of such Person which by the terms of such Equity Interest (or by the
terms of any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or otherwise (a)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than an Equity Interest to the extent redeemable in exchange
for common stock or other equivalent common Equity Interests), (b) is
convertible into or exchangeable or exercisable for Indebtedness or Mandatorily
Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in
whole or in part (other than an Equity Interest which is redeemable solely in
exchange for common stock or other equivalent common Equity Interests); in each
case, on or prior to the maturity date of the Facility.

MATERIAL SUBSIDIARY: means any Subsidiary to which more than 5% of Adjusted
Combined Total Asset Value is attributable on an individual basis.

NEGATIVE PLEDGE: means, with respect to a given asset, any provision of a
document, instrument or agreement (other than any Facility document) which
prohibits or purports to prohibit the creation or

<PAGE>

assumption of any lien on such asset as security for Indebtedness of the Person
owning such asset or any other Person; provided, however, that an agreement that
conditions a Person's ability to encumber its assets upon the maintenance of one
or more specified ratios that limit such Person's ability to encumber its assets
but that do not generally prohibit the encumbrance of its assets, or the
encumbrance of specific assets, shall not constitute a Negative Pledge.

NET OPERATING INCOME or NOI: means, for any Property and for a given period, an
amount equal to (a) the sum of the gross revenues for such Property for such
fiscal period received in the ordinary course of business (excluding pre-paid
rents and revenues and security deposits except to the extent applied in
satisfaction of tenants' obligations for rent) minus (b) all operating expenses
incurred with respect to such Property for such fiscal period (including an
appropriate accrual for property taxes and insurance); provided there shall be
deducted from such amount the following (to the extent not duplicative of
deduction already taken in the calculation of Net Operating Income), on a pro
rata basis for such period, management expenses computed at an annual rate equal
to the greater of (i) 4% of the annualized gross revenue of such Property or
(ii) the annualized amount of management fees actually incurred with respect to
such Property. The Borrower may perform the preceding calculation on an
aggregate basis for all such Properties wherever the context would appropriately
permit or warrant the use of an aggregate calculation.

NET PROCEEDS: means with respect to any Equity Issuance by a Person, the
aggregate amount of all cash and the Fair Market Value of all other property
(other than securities of such Person being converted or exchanged in connection
with such Equity Issuance) received by such Person in respect of such Equity
Issuance net of investment banking fees, legal fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
actually incurred by such Person in connection with such Equity Issuance.

NONRECOURSE INDEBTEDNESS: means, with respect to a Person, (a) Indebtedness for
borrowed money in respect of which recourse for payment (except for customary
exceptions for fraud, fraudulent conveyance, intentional misrepresentation,
misappropriation of funds or other property, misapplication of funds (including
without limitation rents, profits, tenant deposits or insurance or condemnation
proceeds), mismanagement or waste, tax, ERISA, environmental and other
regulatory law indemnities, nonpayment of utilities, operations and maintenance
expenses and obligations secured by statutory liens, failure to comply with
legal requirements necessary to maintain the tax-exemption on the interest on
such Indebtedness (if applicable), failure to insure or failure to pay transfer
fees and charges due to the lender in connection with any sale or other transfer
of the Property subject to such Indebtedness and any fees and expenses (and
interest thereon) of the holder of such Indebtedness in connection with the
enforcement of such recourse obligations (but not exceptions relating to
bankruptcy, insolvency, receivership or other similar events)) is contractually
limited to specific assets of such Person encumbered by a lien securing such
Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness
for borrowed money of such Person.

OCCUPANCY RATE: means, with respect to a Property at any time, the ratio,
expressed as a percentage, of (a) the net rentable square footage of such
Property actually occupied by tenants that are not affiliated with the Borrower
and paying rent at rates not materially less than rates generally prevailing at
the time the applicable lease was entered into, pursuant to binding leases as to
which no monetary default has occurred and has continued unremedied for 30 or
more days to (b) the aggregate net rentable square footage units of such
Property. For purposes of the definition of "Occupancy Rate", a tenant shall be
deemed to actually occupy a Property notwithstanding a temporary cessation of
operations for renovation, repairs or other temporary reason, or for the purpose
of completing tenant build-out or that is otherwise scheduled to be open for
business within 90 days of such date.

<PAGE>

OFF-BALANCE SHEET OBLIGATIONS: means liabilities and obligations of the
Borrower, any Subsidiary or any other Person in respect of "off-balance sheet
arrangements" (as defined in the SEC Off-Balance Sheet Rules) which the Borrower
would be required to disclose in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the Borrower's report
on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required
to file with the Securities and Exchange Commission (or any Governmental
Authority substituted therefor). As used in this definition, the term "SEC
Off-Balance Sheet Rules" means the Disclosure in Management's Discussion and
Analysis About Off-Balance Sheet Arrangements, Securities Act Release No.
33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and
249).

PERMITTED LIENS: means, as to any Person, (a) liens securing taxes, assessments
and other charges or levies imposed by any governmental authority (excluding any
lien imposed pursuant to any of the provisions of ERISA or pursuant to any
environmental laws) or the claims of materialmen, mechanics, carriers,
warehousemen or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business, which are not at the time required to be paid
or discharged under the applicable provisions of the Facility documents; (b)
liens consisting of deposits or pledges made, in the ordinary course of
business, in connection with, or to secure payment of, obligations under
workers' compensation, unemployment insurance or similar applicable laws; (c)
liens consisting of encumbrances in the nature of zoning restrictions,
easements, and rights or restrictions of record on the use of real property,
which do not materially detract from the value of such property or impair the
intended use thereof in the business of such Person; (d) the rights of tenants
under leases or subleases not interfering with the ordinary conduct of business
of such Person; (e) liens in favor of the Administrative Agent for the benefit
of the Lenders; (f) liens in favor of the Borrower or a Guarantor securing
obligations owing by a Subsidiary to the Borrower or a Guarantor; (g) liens in
existence as of the closing date of the Facility and disclosed in the Facility
documents; and (h) liens securing judgments that do not otherwise given rise to
a Default or Event of Default.

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

PREFERRED DIVIDENDS: means, for any period and without duplication, all
Restricted Payments paid during such period on Preferred Equity Interests issued
by the Borrower or a Subsidiary. Preferred Dividends shall not include dividends
or distributions (a) paid or payable solely in Equity Interests (other than
Mandatorily Redeemable Stock) payable to holders of such class of Equity
Interests; (b) paid or payable to the Borrower or a Subsidiary; or (c)
constituting or resulting in the redemption of Preferred Equity Interests, other
than scheduled redemptions not constituting balloon, bullet or similar
redemptions in full.

PREFERRED EQUITY INTEREST: means, with respect to any Person, Equity Interests
in such Person which are entitled to preference or priority over any other
Equity Interest in such Person in respect of the payment of dividends or
distribution of assets upon liquidation or both.

PROPERTY: means any parcel of real property owned or leased (in whole or in
part) or operated by the Borrower, any Subsidiary or any Unconsolidated
Affiliate of the Borrower and which is located in a state of the United States
of America or the District of Columbia.

RECOURSE INDEBTEDNESS: means, all Indebtedness that in not Nonrecourse
Indebtedness. Notwithstanding the forgoing, the subject Revolving Credit
Facility shall be excluded from the Recourse Indebtedness.

<PAGE>

REQUISITE LENDERS: means, as of any date, (a) Lenders having greater than 50% of
the aggregate commitments under the Facility or (b) if the Facility has
terminated or the aggregate amount of the commitments of the Lenders under the
Facility has been reduced to zero, Lenders holding greater than 50% of the
principal amount of the aggregate outstanding Loans and letter of credit
liabilities.

RESTRICTED PAYMENT: means (a) any dividend or other distribution, direct or
indirect, on account of any Equity Interest of the Borrower or any Subsidiary of
the Combined Group now or hereafter outstanding, except a dividend payable
solely in Equity Interests of identical class to the holders of that class; (b)
any redemption, conversion, exchange, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
Equity Interest of the Borrower or any Subsidiary now or hereafter outstanding;
and (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire any Equity Interests of
the Borrower or any Subsidiary now or hereafter outstanding.

SECURED RECOURSE INDEBTEDNESS: means all Combined Secured Indebtedness that is
not Nonrecourse Indebtedness.

SINGLE ASSET ENTITY: means a Person (other than an individual) that (a) only
owns a single Property; (b) is engaged only in the business of owning,
developing and/or leasing such Property; and (c) receives substantially all of
its gross revenues from such Property. In addition, if the assets of a Person
consist solely of (i) Equity Interests in one other Single Asset Entity and (ii)
cash and other assets of nominal value incidental to such Person's ownership of
the other Single Asset Entity, such Person shall also be deemed to be a Single
Asset Entity.

STABILIZED PROPERTY: means a completed Property that has at any time achieved an
Occupancy Rate of at least 80%.

SUBSIDIARY: means, for any Person, any corporation, partnership or other entity
of which at least a majority of the Equity Interests having by the terms thereof
ordinary voting power to elect a majority of the board of directors or other
individuals performing similar functions of such corporation, partnership or
other entity (without regard to the occurrence of any contingency) is at the
time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person, and shall include all Persons the accounts of which are
consolidated with those of such Person pursuant to GAAP.

UNCONSOLIDATED AFFILIATES: means, with respect to any Person, any other Person
in whom such Person holds an Investment, which Investment is accounted for in
the financial statements of such Person on an equity basis of accounting and
whose financial results would not be consolidated under GAAP with the financial
results of such Person on the consolidated financial statements of such Person.

UNENCUMBERED ADJUSTED NOI: means, for any period, (a) Unencumbered NOI minus (b)
Capital Reserves for such period.

UNENCUMBERED NOI: means, for any period, NOI from all Eligible Properties,
(already limited in Eligible Property definition).

<PAGE>

UNENCUMBERED ASSET VALUE: means (a) the Unencumbered Adjusted NOI (excluding NOI
attributable to Development Properties) for the two fiscal quarters most
recently ended times 2 divided by the Capitalization Rate, plus (b) the GAAP
book value of all Properties acquired during the fiscal quarter most recently
ended which Properties are not subject to any lien (other than certain Permitted
Liens) or any Negative Pledge, plus (c) the GAAP book value of Development
Properties not subject to any lien (other than certain Permitted Liens) or any
Negative Pledge, until the earlier of (i) the one year anniversary date of
project completion or (ii) the second quarter after the project achieves an
Occupancy Rate of 80%. For purposes of this definition, to the extent the
Unencumbered Asset Value attributable to (a) Construction-In-Process would
exceed 10% of the Unencumbered Asset Value, such excess shall be excluded.

UNIMPROVED LAND: land on which no development (other than improvements that are
not material and are temporary in nature) has occurred and for which no
development is scheduled in the following 12 months.

UNSECURED INDEBTEDNESS: means Indebtedness which is not Combined Secured
Indebtedness.

UNSECURED INTEREST EXPENSE: means, for a given period, all Interest Expense of
the Borrower and Subsidiaries attributable to Unsecured Indebtedness of the
Borrower and Subsidiaries