LOAN AGREEMENT 
 
                                   BETWEEN 
 
                     LIBERTY PROPERTY LIMITED PARTNERSHIP 
                                     and 
                           LIBERTY PROPERTY TRUST 
 
                                     AND 
 
                      THE FIRST NATIONAL BANK OF BOSTON 
 
 
 
 
 
                                TABLE OF CONTENTS 
 
 
                                                                 PAGE 
 
1.    DEFINITIONS OF RULES OF INTERPRETATION.....................   1 
      1.1.   Definitions.........................................   1 
      1.2.   Rules of Interpretation.............................  14 
2.    REVOLVING CREDIT FACILITY..................................  15 
      2.1.   Commitment to Lend; Limitation on Total Commitment..  15 
      2.2.   Reduction of Commitment.............................  16 
      2.3.   The Notes...........................................  16 
      2.4.   Interest on Loans...................................  17 
      2.5.   Requests for Loans..................................  17 
      2.6.   Conversion Options..................................  17 
      2.7.   Funds for Loans.....................................  18 
 
3.    REPAYMENT OF THE LOANS.....................................  19 
      3.1.   Maturity; Term Extension Option.....................  19 
      3.2.   Mandatory Repayments of Loan........................  20 
      3.3.   Option Repayments of Loans..........................  20 
 
4.    CERTAIN GENERAL PROVISIONS.................................  21 
      4.1.   Revolving Credit Facility Fees and Agent's Fee......  21 
      4.2.   Commitment Fee......................................  21 
      4.3.   Funds for Payments..................................  21 
      4.4.   Computations........................................  22 
      4.5.   Additional Costs, Etc...............................  22 
      4.6.   Capital Adequacy....................................  23 
      4.7.   Certificate.........................................  24 
      4.8.   Indemnity...........................................  24 
      4.9.   Interest or Overdue Amounts.........................  24 
      4.10.  Inability to Determine Eurodollar Rate..............  24 
      4.11.  Illegality..........................................  25 
      4.12.  Replacement of Banks................................  25 
 
5.    COLLATERAL SECURITY; NO LIMITATION ON RECOURSE.............. 25 
      5.1.   Collateral Security.................................. 25 
      5.2.   No Limitation on Recourse............................ 25 
      5.3.   Additional Properties................................ 26 
      5.4.   Conditions to Approval of Additional Properties...... 26 
      5.5.   Release of Mortgaged Properties...................... 27 
 
6.    REPRESENTATION AND WARRANTIES............................... 26 
      6.1.   Authority, Etc....................................... 27 
      6.2.   Governmental Approval................................ 28 
      6.4.   Financial Statements................................. 29 
      6.5.   No Material Changes, Etc............................. 30 
      6.6.   Franchises, patents, Copyrights, Etc................. 30 
      6.7.   Litigation........................................... 30 
      6.8.   No Materially Adverse Contracts, Etc................. 30 
      6.9.   Compliance With Other Instruments, Laws, Etc......... 31 
      6.10.  Tax Status........................................... 31 
      6.11.  Event of Default..................................... 31 
      6.12.  Investment Company Act............................... 31 
      6.13.  Absence of Financing Statements, Etc................. 31 
      6.14.  Setoff, Etc.......................................... 31 
      6.15.  Certain Transactions................................. 31 
      6.16.  Benefit Plans:  Multiemployer Plans:  Guaranteed 
               Pension Plans...................................... 32 
      6.17.  Regulations U and X.................................. 32 
      6.18.  Environmental Compliance............................. 32 
      6.19.  Subsidiaries and Affiliates.......................... 34 
      6.20.  Major Leases......................................... 34 
      6.21.  Loan Documents....................................... 34 
      6.22.  Mortgaged Properties................................. 34 
 
7.    AFFIRMATIVE COVENANTS OF THE BORROWER....................... 37 
      7.1.   Punctual Payment..................................... 37 
      7.2.   Maintenance of Office................................ 37 
      7.3.   Records and Accounts................................. 37 
      7.4.   Financial Statements, Certificates and Information... 37 
      7.5.   Notices.............................................. 39 
      7.6.   Existence; Maintenance of REIT Status; Maintenance 
               Properties......................................... 40 
      7.7.   Insurance............................................ 41 
      7.8.   Taxes................................................ 41 
      7.9.   Inspection of Properties and Books................... 41 
      7.10.  Compliance with Laws, Contracts, Licenses,  
               and Permits........................................ 42 
      7.11.  Use of Proceeds...................................... 42 
      7.12.  Appraisals........................................... 42 
      7.13.  Leases; Lease Approvals.............................. 42 
      7.14.  Further Assurance.................................... 43 
      7.15.  Environmental Indemnification........................ 43 
      7.16.  Response Actions..................................... 43 
      7.17.  Environmental Assessments............................ 43 
      7.18.  Employee Benefit Plans............................... 44 
      7.19.  Required Interest Rate Contracts..................... 45 
 
8.    CERTAIN NEGATIVE COVENANTS OF THE BORROWER.................. 45 
      8.1.   Restrictions on Indebtedness......................... 45 
      8.2.   Restrictions on Liens, Etc........................... 45 
      8.3.   Restrictions on Investments.......................... 46 
      8.4.   Merger, Consolidation and Disposition of Properties.. 47 
      8.5.   Sale and Leaseback................................... 48 
      8.6.   Compliance with Environmental Laws................... 48 
      8.7.   Distributions........................................ 48 
      8.8.   Leases............................................... 48 
 
9.    FINANCIAL COVENANTS OF THE BORROWER......................... 48 
      9.1.   Appraised Value...................................... 49 
      9.2.   Minimum Debt Service Coverage........................ 49 
      9.3.   Total Liabilities to Total Assets.................... 49 
      9.4.   Minimum Tangible Net Worth........................... 49 
      9.5.   Total Operating Cash Flow to Interest Expense........ 49 
      9.6.   Total Operating Cash Flow to Senior Interest Expense. 49 
      9.7.   EBITDA to Fixed Charges.............................. 49 
 
10.   CONDITIONS TO EFFECTIVENESS................................. 49 
      10.1   Loan Documents....................................... 49 
      10.2.  Certified Copies of Organization Documents;  Good  
               Standing Certificates.............................. 49 
      10.3.  By-laws; Resolutions................................. 50 
      10.4.  Incumbency Certificate; Authorized Signers........... 50 
      10.5.  Opinions of Counsel Concerning Organization and 
               Loan Documents..................................... 50 
      10.6.  Payment of Fees...................................... 50 
      10.7.  Validity of Liens.................................... 50 
      10.8.  Survey............................................... 50 
      10.9.  Title Insurance; Title Exception Documents........... 51 
      10.10. Major Leases......................................... 51 
      10.11. Estoppel Agreements.................................. 51 
      10.12. Certificates of Insurance............................ 51 
      10.13. Hazardous Substance Assessments...................... 51 
      10.14. Evidence of Compliance with Laws and Permits......... 51 
      10.15. Appraisals........................................... 51 
      10.16. Inspecting Engineers' Reports........................ 51 
      10.17. UCC Lien Searches.................................... 52 
 
11.   CONDITIONS TO ALL BORROWINGS................................ 52 
      11.1   Representations True; No Event of Default; 
               Compliance Certificate............................. 52 
      11.2.  No Legal Impediment.................................. 52 
      11.3.  Governmental Regulation.............................. 52 
      11.4.  Proceedings and Documents............................ 52 
 
12.   EVENTS OF DEFAULT; ACCELERATION; ETC........................ 53 
      12.1.  Events of Default and Acceleration................... 53 
      12.2.  Termination of Commitments........................... 55 
      12.3.  Remedies............................................. 55 
      12.4.  Distribution of Collateral Proceeds.................. 56 
      12.5.  Addition of Real Estate Assets to Cure Default....... 56 
 
13.   SETOFFS....................................................  57 
 
14.   THE AGENT..................................................  58 
      14.1.  Authorization.......................................  58 
      14.2.  Employees and Agents................................  58 
      14.3.  No Liability........................................  58 
      14.4.  No Representations..................................  58 
      14.5.  Payments............................................  59 
      14.6.  Holders of Notes....................................  60 
      14.7.  Indemnity...........................................  60 
      14.8.  Agent as Bank.......................................  60 
      14.9.  Resignation.........................................  60 
      14.10. Notification of Defaults and Events of Default......  60 
      14.11. Duties in the Case of Enforcement...................  61 
 
15.   EXPENSES...................................................  61 
 
16.   INDEMNIFICATION............................................  62 
 
17.   SURVIVAL OF COVENANTS, ETC. ...............................  63 
 
18.   ASSIGNMENT; PARTICIPATIONS; ETC. ..........................  63 
      18.1.  Conditions to Assignment by Banks...................  63 
      18.2.  Certain Representations and Warranties; Limitations; 
               Covenants.........................................  63 
      18.3.  Register............................................  64 
      18.4.  New Notes...........................................  64 
      18.5.  Participations......................................  65 
      18.6.  Pledge by Lender....................................  65 
      18.7.  No Assignment by Borrower...........................  66 
      18.8.  Disclosure..........................................  66 
 
19.   NOTICES, ETC...............................................  66 
 
20.   GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICES........  66 
 
21.   HEADINGS...................................................  67 
 
22.   COUNTERPARTS...............................................  67 
 
23.   ENTIRE AGREEMENT...........................................  67 
 
24.   WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.............  67 
 
25.   CONSENTS, AMENDMENTS, WAIVERS, ETC.........................  68 
 
26.   SEVERABILITY...............................................  68 
 
 
Exhibit A..........Form of Note 
Exhibit B..........Form of Loan Request 
Exhibit C..........Form of Compliance Certificate 
Exhibit D..........Form of Estoppel Agreement 
Exhibit E..........Opinion Requirements 
Exhibit F..........Form of Assignment and Acceptance 
 
 
Schedule 1.........Banks; Domestic and Eurodollar Lending Offices 
Schedule 1.1.......Mortgaged Properties and Allocated Loan Amounts 
Schedule 1.2.......Commitments and Commitment Percentages 
Schedule 1.3.......Related Companies, Guarantor Subsidiaries and  
                     Permitted Joint Ventures 
Schedule 6.3.......Title to Properties 
Schedule 6.7.......Litigation 
Schedule 6.15......Insider Transactions 
Schedule 6.18......Environmental Reports 
Schedule 6.22(d)...Engineering Reports 
Schedule 6.22(l)...Rent Rolls 
Schedule 6.22(m)...Service Agreements 
Schedule 6.22(n)...Other Material Agreements 
Schedule 8.3(d)....Investments 
 
                             LOAN AGREEMENT 
 
 
This LOAN AGREEMENT is made as of the __ day of December, 1996, by and  
among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited  
partnership (the "Borrower"), LIBERTY PROPERTY TRUST, a Maryland trust  
(the "Company") and THE FIRST NATIONAL BANK OF BOSTON, a national  
banking association ("FNBB"), the other lending institutions which are  
listed on Schedule 1, (the "Banks") and THE FIRST NATIONAL BANK OF  
BOSTON, as agent for itself and such other lending institutions (the  
"Agent"). 
 
WHEREAS, the Borrower has requested and FNBB has agreed to provide a  
revolving credit facility, and to attempt to syndicate such facility to  
other lending institutions, and Borrower has agreed to provide real  
property collateral and other collateral to FNBB and such other lending  
institutions; 
 
NOW, THEREFORE, to accomplish these purposes, the Agent, the Borrower  
and the Banks hereby agree as follows: 
 
1.    DEFINITIONS OF RULES OF INTERPRETATION 
 
      1.1.  Definitions. The following terms shall have the meanings set  
forth in this l or elsewhere in the provisions of this Agreement  
referred to below: 
 
      Additional Properties. Real Estate Assets which hereafter become  
Mortgaged Properties pursuant to 5.3. 
 
      Affiliated Banks. Any commercial bank which is (i) the parent  
corporation of any of the Banks, (ii) a wholly-owned subsidiary of any  
of the Banks or (iii) a wholly-owned subsidiary of the parent  
corporation of any of the Banks. 
 
      Agent. The First National Bank of Boston acting as agent for the  
Banks or any successor agent. 
 
      Agent's Head Office. The Agent's head office located at 100  
Federal Street, Boston, Massachusetts 02110, or at such other location  
as the Agent may designate from time to time. 
 
      Agreement. This Loan Agreement, including the Schedules and  
Exhibits hereto. 
 
      Allocated Loan Amount.  With respect to each Mortgaged Property  
the amount set forth on Schedule 1.1 hereto as such schedule may be  
subsequently revised by the Agent to reflect the addition of Mortgaged  
Properties pursuant to 5.3, the release of Mortgaged Properties pursuant  
to 5.5 and any updated Appraisals which may be obtained pursuant to  
7.12. 
 
      Appraisals. Appraisals of the value of the Mortgaged Properties  
determined on an "as is" market value basis, prepared in writing  
independently and impartially by qualified MAI appraisers selected and  
retained by the Agent and paid for by Borrower, the form and substance  
of such appraisals and final determination of market value of the  
Mortgaged Properties thereunder to be reviewed and subject to approval  
by the Requisite Banks based on their respective reviews of such  
appraisals pursuant to their internal appraisal review policies and  
procedures. All appraisals shall be prepared in accordance with the  
Uniform Standards of Professional Appraisal Practice, Supplemental  
Standards Applicable To Federally Related Transactions, as further  
described in Title XI of the "Financial Institutions Reform, Recovery  
and Enforcement Act of 1989" ("FIRREA"), and any additional standards  
and conditions required for appraisals prepared for the Requisite Banks.  
All Appraisals shall disregard any value associated with any unimproved  
land or unoccupied building expansion projects located on the applicable  
Mortgaged Property. 
 
      Appraised Value. The market value of each of the Mortgaged  
Properties, determined by the Requisite Banks based upon the most recent  
Appraisals obtained pursuant to 5.4(b), 7.12 or 10.14. 
 
      Assignment and Acceptance. See 18. 
 
      Assignments of Leases and Rents. The assignments of rents and  
leases from the Mortgagor to the Agent pursuant to which the Mortgagor  
shall grant and assign to the Agent as agent for the Banks a security  
interest in and assignment of the Mortgagor's interest as lessor with  
respect to all Leases and rents thereunder of all or any part of the  
Mortgaged Properties as security for the Obligations. 
 
      Balance Sheet Date. September 30, 1996. 
 
      Banks. FNBB and the other lending institutions listed from time to  
time on Schedule 1 hereto and any other Person who becomes an assignee  
of any rights of a Bank pursuant to 18 or a Person who acquires all or  
substantially all of the stock or assets of a Bank. 
 
      Base Rate. The higher of (a) the annual rate of interest announced  
from time to time by FNBB at the Agent's Head Office as its "base rate",  
and (b) one half of one percent (1/2%) above the overnight federal funds  
effective rate as published by the Board of Governors of the Federal  
Reserve System, as in effect from time to time. 
 
      Base Rate Loans.  Those Loans bearing interest calculated by  
reference to the Base Rate. 
 
      Borrower.  As defined in the preamble hereto. 
 
      Buildings.  The buildings, structures and other improvements now  
or hereafter located on the Mortgaged Properties. 
 
      Building Service Equipment.  All apparatus, fixtures and articles  
of personal property owned by the Mortgagor now or hereafter attached to  
or used or procured for use in connection with the operation or  
maintenance of any Building located on or included in the Mortgaged  
Properties, including, but without limiting the generality of the  
foregoing, all engines, furnaces, boilers, stokers, pumps, heaters,  
tanks, dynamos, motors, generators, switchboards, electrical equipment,  
heating, plumbing, lifting and ventilating apparatus, air-cooling and  
air-conditioning apparatus, gas and electric fixtures, elevators,  
escalators, fittings, and machinery and all other equipment of every  
kind and description, used or procured for use in the operation of the  
Buildings (except apparatus, fixtures or articles of personal property  
belonging to lessees or other occupants of such building or to persons  
other than the Mortgagor unless the same be abandoned by any such lessee  
or other occupant or person), together with any and all replacements  
thereof and additions thereto. 
 
      Business Day.  Any day on which banking institutions in Boston,  
Massachusetts, are open for the transaction of banking business and, in  
the case of Eurodollar Rate Loans, also a day which is a Eurodollar  
Business Day. 
 
      Capitalized Leases.  Leases under which the Borrower is the lessee  
or obligor, the discounted future rental payment obligations under which  
are required to be capitalized on the balance sheet of the Borrower in  
accordance with generally accepted accounting principles. 
 
      CERCLA. See 6.18. 
 
      Code.  The Internal Revenue Code of 1986, as amended and in effect  
from time to time. 
 
      Collateral.  All of the properties of the Borrower or of any  
Guarantor that are or are intended to be subject to the security  
interests, liens and mortgages created by the Security Documents,  
including, without limitation, the Mortgaged Properties, the Leases, the  
Permits and the Service Agreements. 
 
      Commitment.  With respect to each Bank, the amount set forth from  
time to time on Schedule 1.2 hereto as the amount of such Bank's  
commitment to make Loans to the Borrower. 
 
      Commitment Percentage.  With respect to each Bank, the percentage  
set forth from time to time on Schedule 1.2 hereto as such Bank's  
percentage of the Total Commitment. 
 
      Conversion Request.  A notice given by the Borrower to the Agent  
of its election to convert or continue a Loan in accordance with 2.6. 
 
      Default.  See 12.1. 
 
      Distribution.  The declaration or payment of any dividend or  
distribution of cash or cash equivalents to the shareholders of the  
Company or the limited partners of the Borrower, or any distribution to  
any officer, employee or director of the Borrower or the Company, other  
than employee compensation consistent with past practices. 
 
      Dollars or $.  Dollars in lawful currency of the United States of  
America. 
 
      Domestic Lending Office.  Initially, the office of each Bank  
designated as such in Schedule 1 hereto; thereafter, such other office  
of such Bank, if any, located within the United States that will be  
making or maintaining Base Rate Loans. 
 
      Drawdown Date.  The date on which any Loan is made or is to be  
made, and the date on which any Loan is converted or continued in  
accordance with 2.6. 
 
      EBITDA.  The Borrower's earnings before interest, taxes,  
depreciation and amortization, as determined in accordance with  
generally accepted accounting principles. 
 
      Effective Date.  The date upon which this Agreement shall become  
effective pursuant to 10. 
 
      Eligible Assignee.  Any of (a) a commercial bank organized under  
the laws of the United States, or any State thereof or the District of  
Columbia, and having total assets in excess of $1,000,000,000; (b) a  
savings and loan association or savings bank organized under the laws of  
the United States, or any State thereof or the District of Columbia, and  
having a net worth of at least $100,000,000, calculated in accordance  
with generally accepted accounting principles; (c) a commercial bank  
organized under the laws of any other country which is a member of the  
Organization for Economic Cooperation and Development (the "OECD"), and  
having total assets in excess of $1,000,000,000, provided that such bank  
is acting through a branch or agency located in the country in which it  
is organized or another country which is also a member of the OECD; and  
(d) the central bank of any country which is a member of the OECD. 
 
      Employee Benefit Plan.  Any employee benefit plan within the  
meaning of 3 (3) of ERISA maintained or contributed to by the Borrower  
or any ERISA Affiliate, other than a Multiemployer Plan. 
 
      Environmental Laws.  See 6.18(a). 
 
      Environmental Reports. Reports addressed to the Agent (or  
addressed to the Borrower with an acceptable reliance letter addressed  
to the Agent) prepared by environmental engineering firms acceptable to  
the Agent relating to environmental site assessments conducted with  
respect to the Mortgaged Properties described in Schedule 6.18 hereto  
and conducted with respect to prospective Additional Properties pursuant  
to 5.3. 
 
      ERISA.  The Employee Retirement Income Security Act of 1974, as  
amended and in effect from time to time. 
 
      ERISA Affiliate.  Any Person which is treated as a single employer  
with the Borrower under 414 of the Code. 
 
      ERISA Reportable Event.  A reportable event with respect to a  
Guaranteed Pension Plan within the meaning of 4043 of ERISA and the  
regulations promulgated thereunder as to which the requirement of notice  
has not been waived. 
 
      Eurocurrency Reserve Rate.  For any day with respect to a  
Eurodollar Rate Loan, the maximum rate (expressed as a decimal) at which  
any of the Banks would be required to maintain reserves under Regulation  
D of the Board of Governors of the Federal Reserve System (or any  
successor or similar regulations relating to such reserve requirements)  
against "Eurocurrency Liabilities" (as that term is used in Regulation  
D) , if such liabilities were outstanding. The Eurocurrency Reserve Rate  
shall be adjusted automatically on and as of the effective date of any  
change in the Eurocurrency Reserve Rate. 
 
      Eurodollar Business Day.  Any day on which commercial banks are  
open for international business (including dealings in Dollar deposits)  
in London or such other eurodollar interbank market as may be selected  
by the Agent in its sole discretion acting in good faith. 
 
      Eurodollar Lending Office.  Initially, the office of each Bank  
designated as such in Schedule 1 hereto; thereafter, such other office  
of such Bank, if any, that shall be making or maintaining Eurodollar  
Rate Loans. 
 
      Eurodollar Rate.  For any Interest Period with respect to a  
Eurodollar Rate Loan, the rate per annum equal to the quotient (rounded  
upwards to the nearest 1/16 of one percent) of (a) the rate at which the  
Agent is offered Dollar deposits two Eurodollar Business Days prior to  
the beginning of such Interest Period in an interbank eurodollar market  
where the eurodollar and foreign currency and exchange operations of the  
Agent are customarily conducted for delivery on the first day of such  
Interest Period for the number of days comprised therein and in an  
amount comparable to the amount of the Eurodollar Rate Loan to which  
such Interest Period applies, divided by (b) a number equal to 1.00  
minus the Eurocurrency Reserve Rate. 
 
      Eurodollar Rate Loans.  Loans bearing interest calculated by  
reference to the Eurodollar Rate. 
 
      Event of Default. See 12.1. 
 
      Fixed Charges.  With respect to any fiscal period of the Borrower,  
an amount equal to the sum of (i) Interest Expense, (ii) capitalized  
interest determined in accordance with generally accepted accounting  
principles, (iii) regularly scheduled installments of principal payable  
and (except to the extent refinanced with replacement Indebtedness)  
current maturities with respect to all Indebtedness of Borrower, plus  
(iv) all dividend payments due to the holders of any preferred stock of  
the Company or any limited partnership interests in the Borrower. 
 
      Fixed Rate Prepayment Fee.  See 3.3. 
 
      FNBB. See preamble. 
 
      Funds From Operations. With respect to any fiscal period of the  
Borrower, an amount equal to the Borrower's Funds From Operations  
determined in accordance with the definition approved by the National  
Association of Real Estate Investment Trusts. 
 
      Generally Accepted Accounting Principles.  Principles that are (a)  
consistent with the principles promulgated or adopted by the Financial  
Accounting Standards Board and its predecessors, as in effect from time  
to time and (b) consistently applied with past financial statements of  
the Borrower adopting the same principles; provided that a certified  
public accountant would, insofar as the use of such accounting  
principles is pertinent, be in a position to deliver an unqualified  
opinion (other than a qualification regarding changes in generally  
accepted accounting principles) as to financial statements in which such  
principles have been properly applied. 
 
      Guaranteed Pension Plan. Any employee pension benefit plan within  
the meaning of 3(2) of ERISA maintained or contributed to by the  
Borrower or any ERISA Affiliate the benefits of which are guaranteed on  
termination in full or in part by the PBGC pursuant to Title IV of  
ERISA, other than a Multiemployer Plan. 
 
      Guarantor. Each of the Company and the Guarantor Subsidiaries. 
 
      Guarantor Subsidiaries.  The partnerships and corporations  
designated as Guarantor Subsidiaries on Schedule 1.3 hereto and any  
other partnerships or corporations hereafter approved by the Requisite  
Banks which are at least 89% owned by Borrower and which execute and  
deliver a Guaranty. 
 
      Guaranty. The Unconditional Guaranty of Payment and Performance  
from each Guarantor to the Agent pursuant to which such Guarantor has  
guaranteed the Obligations. 
 
      Hazardous Substances. See 6.18(b). 
 
      Indebtedness. All obligations, contingent and otherwise, that in  
accordance with generally accepted accounting principles should be  
classified upon the obligor's balance sheet as liabilities, or to which  
reference should be made by footnotes thereto, including in any event  
the following  whether or not so classified: (a) the Obligations, (b)  
all debt and similar monetary obligations for borrowed money, whether  
direct or indirect; (c) all liabilities secured by any mortgage, pledge,  
negative pledge, security interest, lien, negative lien, charge, or  
other encumbrance existing on property owned or acquired subject  
thereto, whether or not the liability secured thereby shall have been  
assumed; (d) all guarantees, endorsements and other contingent  
obligations whether direct or indirect in respect of indebtedness or  
obligations of others, including any obligation to supply funds to or in  
any manner to invest in, directly or indirectly, the debtor, to purchase  
indebtedness, or to assure the owner of indebtedness against loss,  
through an agreement to purchase goods, supplies, or services for the  
purpose of enabling the debtor to make payment of the indebtedness held  
by such owner or otherwise, and the obligations to reimburse the issuer  
in respect of any letters of credit; and (e) joint venture and  
partnership obligations, contingent or otherwise of the type set forth  
in (a) through (d) above. 
 
      Interest Expense.  With respect to any fiscal period of the  
Borrower, an amount equal to the sum of the following with respect to  
all Indebtedness (including without limitation Subordinated  
Indebtedness) of the Borrower and the Related Companies: (i) total  
interest expense, accrued in accordance with generally accepted  
accounting principles plus (ii) the amortization of loan acquisition  
costs. 
 
      Interest Payment Date. As to any Base Rate Loan or Eurodollar Rate  
Loan, the first day of each calendar month. 
 
      Interest Period. With respect to each Loan, (a) initially, the  
period commencing on the Drawdown Date of such Loan and ending on the  
last day of one of the periods set forth below, as selected by the  
Borrower in a Loan Request (i) for any Base Rate Loan, the last day of  
the calendar month; and (ii) for any Eurodollar Rate Loan, 1, 2, 3 or 6  
months; and (b) thereafter, each period commencing on the last day of  
the next preceding Interest Period applicable to such Loan and ending on  
the last day of one of the periods set forth above, as selected by the  
Borrower in a Conversion Request; provided that all of the foregoing  
provisions relating to Interest Periods are subject to the following: 
 
           (A) if any Interest Period with respect to a Eurodollar Rate  
Loan would otherwise end on a day that is not a Eurodollar Business Day,  
that Interest Period shall be extended to the next succeeding Eurodollar  
Business Day unless the result of such extension would be to carry such  
Interest Period into another calendar month, in which event such  
Interest Period shall end on the immediately preceding Eurodollar  
Business Day; 
 
           (B) if any Interest Period with respect to a Base Rate Loan  
would end on a day that is not a Business Day, that Interest Period  
shall end on the next succeeding Business Day; 
 
           (C) if the Borrower shall fail to give notice as provided in  
2.6, the Borrower shall be deemed to have requested a conversion of the  
affected Eurodollar Rate Loan to a Base Rate Loan on the last day of the  
then current Interest Period with respect thereto; 
 
           (D) any Interest Period relating to any Eurodollar Rate Loan  
that begins on the last Eurodollar Business Day of a calendar month (or  
on a day for which there is no numerically corresponding day in the  
calendar month at the end of such Interest Period) shall end on the last  
Eurodollar Business Day of a calendar month; and 
 
           (E) the Borrower may not select any Interest Period relating  
to any Eurodollar Rate Loan that would extend beyond the Maturity Date,  
or if the Term Extension Option is exercised, the Term Extension  
Maturity Date. 
 
      Investments. All expenditures made and all liabilities incurred  
(contingently or otherwise) for the acquisition of stock, partnership or  
membership interests or Indebtedness of, or for loans, advances, capital  
contributions or transfers of property to, or in respect of any  
guaranties (or other commitments as described under Indebtedness), or  
obligations of, any Person. In determining the aggregate amount of  
Investments outstanding at any particular time: (a) the amount of any  
Investment represented by a guaranty shall be taken at not less than the  
principal amount of the obligations guaranteed and still outstanding;  
(b) there shall be included as an Investment all interest accrued with  
respect to Indebtedness constituting an Investment unless and until such  
interest is paid; (c) there shall be deducted in respect of each such  
Investment any amount received as a return of capital (but only by  
repurchase, redemption, retirement, repayment, liquidating dividend or  
liquidating distribution) ; (d) there shall not be deducted in respect  
of any Investment any amounts received as earnings on such Investment,  
whether as dividends, interest or otherwise, except that accrued  
interest included as provided in the foregoing clause (b) may be  
deducted when paid; and (e) there shall not be deducted from the  
aggregate amount of Investments any decrease in the value thereof. 
 
      Leases.  Leases, licenses and agreements whether written or oral,  
relating to the use or occupation of space in or on the Buildings or on  
the Mortgaged Properties by persons other than Mortgagor, including but  
not limited to the leases listed on Schedule 6.22(1). 
 
      Loan Documents. This Agreement, the Notes, the Guaranties, the  
Security Documents, and any and all other agreements, documents and  
instruments now or hereafter evidencing, securing or otherwise relating  
to the Loans. 
 
      Loan Request.  See 2.5. 
 
      Loans.  Loans made or to be made by the Banks to the Borrower  
pursuant to 2. 
 
      Major Lease.  A Lease of 25,000 square feet or more of the gross  
leasable area of a Building located on a Mortgaged Property and any  
guaranty of such Lease. 
 
      Major Tenants. As to any Major Lease, those tenants that are  
parties to that Major Lease and any guarantors of those tenants. 
 
      Material Adverse Effect means a material adverse effect on (i) the  
business, Mortgaged Properties, results of operations or financial  
condition of the Borrower and the Related Companies taken as a whole or  
(ii) the ability of the Borrower or any Guarantor to perform its  
obligations under the Loan Documents, or (iii) the validity or  
enforceability of any of the Loan Documents or the remedies or material  
rights of the Agent or the Banks thereunder.   
 
      Maturity Date.  December 13, 1997, or such earlier date on which  
the Loans shall become due and payable pursuant to the terms hereof. 
 
      Maximum Loan Amount.  Maximum Loan Amount shall mean the least of  
the following: (i) the maximum amount of Loans which may be outstanding  
without causing a violation of Section 9.1; (ii) the maximum amount of  
Loans which may be outstanding without causing a violation of Section  
9.2; and (iii) the Total Commitment. 
 
      Mortgaged Properties.  The (a) Real Estate Assets described on  
Schedule 1.1 hereto and such other Real Estate Assets which may be  
subsequently conveyed to the Agent as Additional Properties to secure  
the Obligations in accordance with 5.3 hereof, excluding from the  
foregoing any Real Estate Assets which the Agent may release pursuant to  
5.5 hereof, as such Real Estate Assets are more particularly described  
in the Security Deeds; (b) the Buildings and Building Service Equipment  
located thereon and (to the extent assignable) all Permits relating  
thereto; and (c) all other property incident to any of same described in  
any Security Document or other Loan Document. 
 
      Mortgagor.  With respect to each of the Mortgaged Properties, the  
owner thereof. 
 
      Multi-employer Plan.  Any multiemployer plan within the meaning of  
3(37) of ERISA maintained or contributed to by the Borrower or any ERISA  
Affiliate. 
 
      Net Offering Proceeds.  All cash proceeds received after the date  
hereof by the Borrower or the Company as a result of the sale of common,  
preferred or other classes of stock of the Company or the issuance of  
limited partnership interests in the Borrower less customary costs and  
discounts of issuance paid by Company or Borrower in connection  
therewith. 
 
      Net Operating Income. With respect to any fiscal period of the  
Borrower and with respect to any one or more of the Real Estate Assets,  
the total rental and other operating income from the operation of such  
Real Estate Assets after deducting all expenses and other proper charges  
incurred by the Borrower in connection with the operation of the  
Mortgaged Properties during such fiscal period, including, without  
limitation, real estate taxes and bad debt expenses, but before payment  
or provision for Fixed Charges, income taxes, and depreciation,  
amortization, and other non-cash expenses, all as determined in  
accordance with generally accepted accounting principles. 
 
      Notes.  See 2.3. 
 
      Obligations.  All indebtedness, obligations and liabilities of the  
Borrower or any Guarantor to any of the Banks and the Agent,  
individually or collectively, under this Agreement or any of the other  
Loan Documents or in respect of any of the Loans or the Notes or other  
instruments at any time evidencing any thereof, whether existing on the  
date of this Agreement or arising or incurred hereafter, direct or  
indirect, joint or several, absolute or contingent, matured or  
unmatured, liquidated or unliquidated, secured or unsecured, arising by  
contract, operation of law of otherwise. 
 
      Outstanding.  With respect to the Loans, the aggregate unpaid  
principal thereof as of any date of determination. 
 
      PBGC.  The Pension Benefit Guaranty Corporation created by 4002 of  
ERISA and any successor entity or entities having similar  
responsibilities. 
 
      Permits.  All governmental permits, licenses, and approvals  
necessary for the lawful operation and maintenance of the Mortgaged  
Properties. 
 
      Permitted Acquisition.  The acquisition by Borrower or any  
Guarantor of  Real Estate Assets which, in the aggregate, are primarily  
leased or intended to be leased primarily for industrial or office  
purposes (including "flex" and warehouse uses).. 
 
      Permitted Joint Ventures.  Any entity in which Borrower has any  
direct or indirect ownership interest, except the Company and the  
Related Companies, including general partnerships, corporations, trusts  
and limited liability companies, which own or propose to develop  
industrial or office properties provided that neither Borrower or any  
Guarantor shall have any recourse liability for the Indebtedness of such  
entity.  Permitted Joint Ventures existing on the date hereof are set  
forth in Schedule 1.3. 
 
      Permitted Build-To-Suit Developments.  Permitted Developments with  
respect to which, prior to the start of construction, at least sixty  
percent (60%) of the gross leasable area of the buildings to be  
constructed pursuant thereto are subject to executed Leases having an  
average term of not less than four (4) years and which obligate the  
tenants named therein to accept occupancy and commence paying rent  
promptly upon the issuance of a certificate of occupancy with respect  
thereto. 
 
      Permitted Developments.  The construction of any new buildings or  
the construction of additions expanding existing buildings or the  
rehabilitation of the existing buildings (other than normal refurbishing  
and tenant fit up work when one tenant leases space previously occupied  
by another tenant) relating to any Real Estate Assets of the Borrower or  
any of the Related Companies and each Permitted Development shall be  
counted for purposes of 8.3 from the time of commencement of the  
applicable construction work until a final certificate of occupancy has  
been issued with respect to such project. 
 
      Permitted Liens.  Liens, security interests and other encumbrances  
permitted by 8.2. 
 
      Person.  Any individual, corporation, partnership, trust,  
unincorporated association, business, or other legal entity, and any  
government or any governmental agency or political subdivision thereof. 
 
      Prepayment Date.  See 3.3. 
 
      Pro Forma Debt Service Charges for the Mortgaged Properties.  For  
any fiscal quarter of the Borrower, an amount determined by the Agent  
based on a twenty (20) year mortgage style amortization schedule,  
calculated on the Pro Forma Principal Amount and an interest rate equal  
to the greater of (i) ten percent (10%) per annum or (ii) the then  
current ten (10) year U.S. Treasury bill yield plus two percent (2%). 
 
      Pro Forma Principal Amount.  (a) With respect to Compliance  
Certificates delivered pursuant to 7.4(e), the maximum principal amount  
outstanding at any time during the applicable fiscal quarter; (b) with  
respect to Compliance Certificates delivered pursuant to 2.5(a) or 11.1,  
the principal amount outstanding after giving effect to the requested  
Loan; (c) with respect to Compliance Certificates delivered pursuant to  
5.5(a) or 8.4(b), the principal amount outstanding after giving effect  
to any proposed sale or transfer including any payments on the Loans to  
be made in connection therewith. 
 
      Properties.  All Real Estate Assets, Real Estate, and all other  
assets, including, without limitation, intangibles and personalty owned  
by the Borrower. 
 
      Real Estate.  All real property at any time owned, leased (as  
lessee or sublessee) or operated by the Borrower, any Guarantor, or any  
of the Related Companies or any Permitted Joint Venture. 
 
      Real Estate Assets.  Those fixed and tangible properties  
consisting of land, buildings and/or other improvements owned by the  
Borrower, by any Guarantor, by any of the Related Companies or by any  
Permitted Joint Venture at the relevant time of reference thereto,  
including without limitation, the Mortgaged Properties, but excluding  
all leaseholds other than leaseholds under ground leases having an  
unexpired term of 30 years. 
 
      Record.  The grid attached to any Note, or the continuation of  
such grid, or any other similar record, including computer records,  
maintained by any Bank with respect to any Loan referred to in such  
Note. 
 
      Recourse Indebtedness.  All Indebtedness except Indebtedness with  
respect to which recourse for payment is contractually limited (except  
for customary exclusions) to specific assets encumbered by a lien  
securing such Indebtedness. 
 
      Related Companies.  The entities listed and described on Schedule  
1.3 hereto, or thereafter, any entity whose financial statements are  
consolidated or combined with the Borrower's pursuant to generally  
accepted accounting principles, or any ERISA Affiliate. 
 
      Release.  See 6.18(c)(iii). 
 
      Required Interest Rate Contracts.  Interest rate swap, cap or  
similar agreements providing for interest rate protection, at an all-in  
rate not higher than one percent (1%) per annum above the average  
interest rate applicable to Eurodollar Rate Loans hereunder at the time  
such interest rate protection agreements are acquired, covering that  
portion of Borrower's Variable Rate Indebtedness equal to the lesser of  
(i) the Total Commitment or (ii) the amount by which Borrower's Variable  
Rate Indebtedness exceeds 20% of Total Assets. 
 
      Requisite Banks.  As of any date, the Banks whose aggregate  
Commitments constitute at least sixty-six percent (66%) of the Total  
Commitment provided that the Agent must always be among the Requisite  
Banks and provided that the Commitments of any Delinquent Banks shall be  
disregarded when determining the Requisite Banks. 
 
      Responsible Officer.  With respect to the Company, any one of its  
Chief Financial Officer, Treasurer, Executive Vice Presidents or Senior  
Vice Presidents. 
 
      Security Deeds.  The mortgages and deeds of trust from the  
Mortgagor to the Agent pursuant to which the Mortgagor shall convey the  
Mortgaged Properties as security for the Obligations. 
 
      Security Documents.  The Security Deeds, the Assignments of Rents  
and Leases and the UCC-1 financing statements. 
 
      Senior Interest Expense.  With respect to any fiscal period of the  
Borrower, an amount equal to Interest Expense minus the portion thereof  
relating to Subordinated Indebtedness plus all capitalized interest  
determined in accordance with generally accepted accounting principles. 
 
      Service Agreements.  All service agreements between the Borrower  
and third parties, whether written or oral, relating to the operation,  
maintenance, security, finance or insurance of the Mortgaged Properties. 
 
      Subordinated Indebtedness.  All Indebtedness of Borrower which is  
expressly subordinated and junior in right of payment to the prior  
payment in full of the Obligations provided that the subordination  
provisions applicable to such Indebtedness are satisfactory to the  
Agent.  On the date hereof Subordinated Indebtedness consists of the  
Indebtedness of Borrower with respect to its Exchangeable Subordinated  
Debentures due 2001 issued and outstanding pursuant to the Subordinated  
Debenture Indenture. 
 
      Subordinated Debenture Indenture.  The Indenture dated as of June  
23, 1994 among the Borrower, the Company and The First National Bank of  
Boston as Trustee relating to the Borrower's Exchangeable Subordinated  
Debentures due 2001. 
 
      Subsidiary.  Any corporation, association, trust, or other  
business entity of which the designated parent or other controlling  
Person shall at any time own directly or indirectly through a Subsidiary  
or Subsidiaries at least a majority (by number of votes) of the  
outstanding Voting Interests. 
 
      Surveys shall mean instrument surveys of the Mortgaged Properties,  
which shall show the location of all Buildings, easements and utility  
lines on the Mortgaged Properties, shall be sufficient to remove the  
survey exception from the Title Policy, shall show that all Buildings  
are within the lot lines of the Mortgaged Properties, shall not show any  
material encroachments by others, and shall show whether or not the  
Mortgaged Properties are located in any flood hazard district as  
established by the Federal Emergency Management Agency or any successor  
agency or are located in any flood plain, flood hazard or wetland  
protection district established under federal, state or local law and in  
addition shall meet the then applicable standards of the Agent. 
 
      Tangible Net Worth.  Total Assets minus Total Liabilities minus  
all intangibles determined in accordance with generally accepted  
accounting principles. 
 
      Term Extension Maturity Date. December 13, 1998. 
 
      Term Extension Option. See 3.1. 
 
      Title Insurance Company shall mean Commonwealth Land Title  
Insurance Company. 
 
      Title Policy shall mean for each Mortgaged Property an ALTA  
standard form title insurance policy issued by the Title Insurance  
Company (with such reinsurance or co-insurance as the Agent may require,  
any such reinsurance to be with direct access endorsements) insuring the  
priority of the Security Deed and Assignment of Leases and Rents and  
that the Mortgagor holds good and clear record marketable fee simple  
title to the Mortgaged Property, subject only to the encumbrances  
permitted by the Security Deed and which shall not contain exceptions  
for mechanics liens, persons in occupancy (other than Leases listed on  
Schedule 6.22(1)) or matters which would be shown by a survey (other  
than matters approved by the Agent in its reasonable discretion), shall  
not insure over any matter except to the extent that any such  
affirmative insurance is acceptable to the Agent in its sole discretion,  
and shall contain such endorsements and affirmative insurance as the  
Agent in its reasonable discretion may require, including but not  
limited to (a) comprehensive endorsement, (b) variable rate of interest  
endorsement, (c) usury endorsement, (d) revolving credit endorsement,  
(e) doing business endorsement, (f) ALTA form 3.1 zoning endorsement (g)  
survey(same-as) endorsement (h) access endorsement, (i) tie-in  
endorsement and (j) a first loss endorsement, to the extent that such  
endorsements are available in the state where the applicable Mortgaged  
Property is located.  The Title Policies with tie-in endorsements  
referencing all other Title Policies shall have a face amount equal to  
the Allocated Loan Amount of the applicable Mortgaged Properties.  The  
Title Policies without tie-in endorsements referencing all other Title  
Policies shall have a face amount equal to the Appraised Value of the  
applicable Mortgaged Properties. 
 
      Total Assets.  The aggregate book value of all assets of the  
Borrower and the Related Companies consolidated and determined in  
accordance with generally accepted accounting principles plus  
accumulated depreciation and amortization related to Real Estate Assets. 
 
      Total Commitment. The sum of the Commitments of the Banks, as in  
effect from time to time. 
 
      Total Liabilities. The sum of the following (without duplication):  
(i) all liabilities of the Borrower and the Related Companies  
consolidated and determined in accordance with generally accepted  
accounting principles, (ii) all Indebtedness of the Borrower and the  
Related Companies whether or not so classified, including, without  
limitation, all outstanding Loans under this Agreement, and (iii) the  
balance available for drawing under letters of credit issued for the  
account of the Borrower or any of the Related Companies. 
 
      Total Operating Cash Flow.  With respect to any fiscal period of  
the Borrower the sum of (i) Funds From Operations plus (ii) Interest  
Expense minus (iii) a reserve for capital expenditures and leasing costs  
equal to fifteen cents ($0.15) per year per square foot of the gross  
leasable area of all Real Estate Assets owned by the Borrower or any of  
the Related Companies, all as determined in accordance with generally  
accepted accounting principles except that any rent leveling adjustments  
shall be deducted from Funds From Operations. 
 
      Type.  As to any Loan its nature as a Base Rate Loan or a  
Eurodollar Rate Loan. 
 
      Unused Amount. See 4.2 
 
      Variable Rate Indebtedness.  The Loans and all other Indebtedness  
of the Borrower which bears interest at a rate which is not fixed  
through the maturity of such Indebtedness. 
 
       Voting Interests.  Stock or similar ownership interests, of any  
class or classes (however designated), the holders of which are at the  
time entitled, as such holders, (a) to vote for the election of a  
majority of the directors (or persons performing similar functions) of  
the corporation, association, partnership, trust or other business  
entity involved, or (b) to control, manage or conduct the business of  
the corporation, partnership, association, trust or other business  
entity involved. 
 
1.2.  Rules of Interpretation. 
 
      (a)  A reference to any document or agreement shall include such  
document or agreement as amended, modified or supplemented from time to  
time in accordance with its terms and the terms of this Agreement. 
 
      (b)  The singular includes the plural and the plural includes the  
singular. 
 
      (c)  A reference to any law includes any amendment or modification  
to such law. 
 
            (d)  A reference to any Person includes its permitted  
successors and permitted assigns. 
 
            (e)  Accounting terms not otherwise defined herein have the  
meanings assigned to them by generally accepted accounting principles  
applied on a consistent basis by the accounting entity to which they  
refer and, except as otherwise expressly stated, all use of accounting  
terms with respect to the Borrower shall reflect the consolidation of  
the financial statements of Borrower and the Related Companies. 
 
            (f)  The words "include", "includes" and "including" are not  
limiting. 
 
            (g)  All terms not specifically defined herein or by  
generally accepted accounting principles, which terms are defined in the  
Uniform Commercial Code as in effect in Massachusetts, have the meanings  
assigned to them therein. 
 
            (h)  Reference to a particular "" refers to that section of  
this Agreement unless otherwise indicated. 
 
            (i)  The words "herein", "hereof", "hereunder" and words of  
like import shall refer to this Agreement as a whole and not to any  
particular section or subdivision of this Agreement. 
 
            (j)  The words "so long as any Loan or Note is outstanding"  
shall mean so long as such Loan or Note is not indefeasibly paid in full  
in cash. 
 
2.    REVOLVING CREDIT FACILITY. 
 
      2.1.  Commitment to Lend; Limitation on Total Commitment.  Subject  
to the provisions of 2.5 and the other terms and conditions set forth in  
this Agreement, each of the Banks severally agrees to lend to the  
Borrower and the Borrower may borrow, repay, and reborrow from time to  
time between the Effective Date and the Maturity Date (or, if the Term  
Extension Option is exercised, the Term Extension Maturity Date) upon  
notice by the Borrower to the Agent given and approved by the Agent in  
accordance with 2.5, such sums as are requested by the Borrower up to a  
maximum aggregate principal amount outstanding (after giving effect to  
all amounts requested) at any one time equal to such Bank's Commitment,  
provided that the sum of the outstanding amount of the Loans (after  
giving effect to all amounts requested) shall not at any time exceed the  
Maximum Loan Amount. The Loans shall be made pro rata in accordance with  
each Bank's Commitment Percentage and the Banks shall at all times  
immediately adjust inter se any inconsistency between each Bank's  
outstanding principal amount and each Bank's Commitment. Each request  
for a Loan hereunder shall constitute a representation and warranty by  
the Borrower that the conditions set forth in 10 or 11 (whichever is  
applicable) have been satisfied on the date of such request and will be  
satisfied on the proposed Drawdown Date of the requested Loan, provided  
that the making of such representation and warranty by Borrower shall  
not limit the right of any Bank not to lend upon a determination by the  
Requisite Banks that such conditions have not been satisfied. 
 
      2.2.  Reduction of Commitment.  The Borrower shall have the right  
effective upon the extension of the Maturity Date pursuant to 3.1, upon  
at least ten (10) Business Days' prior written notice to the Agent, to  
reduce by $1,000,000 or an integral multiple of $100,000 in excess  
thereof the unborrowed portion of the then Total Commitment, provided  
that the Total Commitment shall not be reduced to less than $50,000,000,  
whereupon the Commitments of the Banks shall be reduced pro rata in  
accordance with their respective Commitment Percentages by the amount  
specified in such notice. Upon the effective date of any such reduction,  
the Borrower shall pay to the Agent for the respective accounts of the  
Banks the full amount of any commitment fee then accrued on the amount  
of the reduction. No reduction of the Commitments may be reinstated. 
 
      2.3.  The Notes. The Loans shall be evidenced by separate  
promissory notes of the Borrower in substantially the form of Exhibit A  
hereto (each a "Note"), and completed with appropriate insertions. A  
Note shall be payable to the order of each Bank in a principal amount  
equal to such Bank's Commitment. The Borrower irrevocably authorizes  
each Bank to make or cause to be made, at or about the time of the  
Drawdown Date of any Loan or at the time of receipt of any payment of  
principal on such Bank's Note, an appropriate notation on such Bank's  
Record reflecting the making of such Loan or (as the case may be) the  
receipt of such payment. The outstanding amount of the Loans set forth  
on such Bank's Record shall (absent manifest error) be prima facie  
evidence of the principal amount thereof owing and unpaid to such Bank,  
but the failure to record, or any error in so recording, any such amount  
on the Record shall not limit or otherwise affect the obligations of the  
Borrower hereunder or under any Note to make payments of principal of or  
interest on any Note when due. 
 
      2.4.  Interest on Loans. 
 
            (a)  Each Base Rate Loan shall bear interest for the period  
commencing with the Drawdown Date thereof and ending on the last day of  
the Interest Period with respect thereto at the Base Rate. 
 
            (b)  Each Eurodollar Rate Loan shall bear interest for the  
period commencing with the Drawdown Date thereof and ending on the last  
day of the Interest Period with respect thereto at the rate of 160 basis  
points per annum above the Eurodollar Rate determined for such Interest  
Period. 
 
            (c)  The Borrower unconditionally promises to pay interest  
on each Loan in arrears on each Interest Payment Date with respect  
thereto. 
 
      2.5.  Requests for Loans. 
 
            (a) The Borrower shall give to the Agent written notice in  
the form of Exhibit B hereto of each Loan requested hereunder (a "Loan  
Request") no less than (a) two (2) Business Days prior to the proposed  
Drawdown Date of any Base Rate Loan and (b) four (4) Eurodollar Business  
Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan.  
Each such notice shall specify (i) the principal amount of the Loan  
requested, (ii) the proposed Drawdown Date of such Loan, (iii) the  
Interest Period for such Loan, and (iv) the Type of such Loan, and shall  
be accompanied by a statement in the form of Exhibit C hereto signed by  
a Responsible Officer setting forth in reasonable detail computations  
evidencing compliance with the covenants contained in 9.1 through 9.7  
hereof after giving effect to such requested Loan (a "Compliance  
Certificate").  Promptly upon receipt of a Loan Request, the Agent shall  
notify each of the Banks thereof and each Bank shall immediately notify  
the Agent if it believes that any of the conditions contained in 11 of  
this Agreement has not been met or waived.  If such a notice is given  
the Requisite Banks shall promptly determine whether all of the  
conditions contained in 11 of this Agreement have been met or waived.   
If no such notice is given by any Bank or if following such notice the  
Requisite Banks determine that the conditions contained in 11 have been  
met or waived, each of the Banks shall be obligated to fund its  
Commitment Percentage of the requested Loans.  Each such Loan Request  
shall be irrevocable and binding on the Borrower and the Borrower shall  
be obligated to accept the Loan requested from the Banks on the proposed  
Drawdown Date. Each Loan Request shall be in a minimum aggregate amount  
of $3,000,000 or an integral multiple of $1,000,000 in excess thereof. 
 
             (b) Notwithstanding anything contained in 2.5 (a) to the  
contrary, in the event that the making of a requested Loan would cause  
non-compliance with any of the covenants contained in 9.1 through 9.7  
hereof, the Agent may, in its sole discretion, reduce the amount of the  
Loan Request to an amount which would enable the Borrower to maintain  
compliance with such otherwise defaulted covenant or covenants and  
Borrower shall accept the Loan made pursuant to such reduced Loan  
Request. 
 
      2.6.   Conversion Options. 
 
             (a) The Borrower may elect from time to time to convert any  
outstanding Loan to a Loan of another Type, provided that (i) with  
respect to any such conversion of a Eurodollar Rate Loan to a Base Rate  
Loan, the Borrower shall give the Agent at least three (3) Business  
Days, prior written notice of such election; (ii) with respect to any  
such conversion of a Eurodollar Rate Loan into a Base Rate Loan, such  
conversion shall only be made on the last day of the Interest Period  
with respect thereto; (iii) subject to the further proviso at the end of  
this section and subject to 2.6(b) and 2.6(d) hereof with respect to any  
such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the  
Borrower shall give the Agent at least four (4) Eurodollar Business  
Days, prior written notice of such election and (iv) no Loan may be  
converted into a Eurodollar Rate Loan when any Default or Event of  
Default has occurred and is continuing. On the date on which such  
conversion is being made, each Bank shall take such action as is  
necessary to transfer its Commitment Percentage of such Loans to its  
Domestic Lending Office or its Eurodollar Lending Office, as the case  
may be. All or any part of outstanding Loans of any Type may be  
converted as provided herein, provided further that each Conversion  
Request relating to the conversion of a Base Rate Loan to a Eurodollar  
Rate Loan shall be for an amount equal to $3,000,000 or an integral  
multiple of $1,000,000 in excess thereof and shall be irrevocable by the  
Borrower. 
 
             (b) Any Loans of any Type may be continued as such upon the  
expiration of an Interest Period with respect thereto by compliance by  
the Borrower with the notice provisions contained in 2.6 (a) ; provided  
that no Eurodollar Rate Loan may be continued as such when any Default  
or Event of Default has occurred and is continuing but shall be  
automatically converted to a Base Rate Loan on the last day of the first  
Interest Period relating thereto ending during the continuance of any  
Default or Event of Default of which the officers of the Agent active  
upon the Borrower's account have actual knowledge. 
 
             (c) In the event that the Borrower does not notify the  
Agent of its election hereunder with respect to any Loan, such Loan  
shall be automatically converted to a Base Rate Loan at the end of the  
applicable Interest Period. 
 
             (d) The Borrower may not request a Eurodollar Rate Loan  
pursuant to 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate  
Loan pursuant to 2.5(a) or elect to continue a Eurodollar Rate Loan  
pursuant to 2.6(b) if, after giving effect thereto, there would be  
greater than six (6) Eurodollar Rate Loans outstanding. Any Loan Request  
for a Eurodollar Rate Loan that would create greater than six (6)  
Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request  
for a Base Rate Loan. 
 
      2.7.   Funds for Loans. 
 
             (a) Subject to 2.5 and other provisions of this Agreement,  
not later than 11:00 a.m. (Boston time) on the proposed Drawdown Date of  
any Loans, each of the Banks will make available to the Agent, at the  
Agent's Head office, in immediately available funds, the amount of such  
Bank's Commitment Percentage of the amount of the requested Loans. Upon  
receipt from each Bank of such amount, and upon receipt of the documents  
required by 10 or 11 (whichever is applicable) and the satisfaction of  
the other conditions set forth therein, to the extent applicable, the  
Agent will make available to the Borrower the aggregate amount of such  
Loans made available to the Agent by the Banks. The failure or refusal  
of any Bank to make available to the Agent at the aforesaid time and  
place on any Drawdown Date the amount of its Commitment Percentage of  
the requested Loans shall not relieve any other Bank from its several  
obligation hereunder to make available to the Agent the amount of such  
other Bank's Commitment Percentage of any requested Loans but shall not  
obligate any other Bank or Agent to fund more than its Commitment  
Percentage of the requested Loans or to increase its Commitment  
Percentage. 
 
             (b) The Agent may, unless notified to the contrary by any  
Bank prior to a Drawdown Date, assume that such Bank has made available  
to the Agent on such Drawdown Date the amount of such Bank's Commitment  
Percentage of the Loans to be made on such Drawdown Date, and the Agent  
may (but it shall not be required to), in reliance upon such assumption,  
make available to the Borrower a corresponding amount. If any Bank makes  
available to the Agent such amount on a date after such Drawdown Date,  
such Bank shall pay to the Agent on demand an amount equal to the  
product of (i) the average computed for the period referred to in clause  
(iii) below, of the weighted average interest rate paid by the Agent for  
federal funds acquired by the Agent during each day included in such  
period, times (ii) the amount of such Bank's Commitment Percentage of  
such Loans, times (iii) a fraction, the numerator of which is the number  
of days or portion thereof that elapsed from and including such Drawdown  
Date to the date on which the amount of such Bank's Commitment  
Percentage of such Loans shall become immediately available to the  
Agent, and the denominator of which is 365.  A statement of the Agent  
submitted to such Bank with respect to any amounts owing under this  
paragraph shall be prima facie evidence of the amount due and owing to  
the Agent by such Bank. 
 
3.    REPAYMENT OF THE LOANS. 
 
      3.1.   Maturity; Term Extension Option. (a) The Borrower  
unconditionally promises to pay on the Maturity Date, and there shall  
become absolutely due and payable on the Maturity Date, all of the Loans  
outstanding on such date, together with any and all accrued and unpaid  
interest and charges thereon unless prior to the Maturity Date the  
Borrower elects the Term Extension Option pursuant to this 3.1. 
 
             (b)  At any time prior to the Maturity Date, provided that  
no Default or Event of Default has occurred and is continuing, the  
Borrower shall have the option to extend the Maturity Date for one (1)  
year subject to satisfaction of the following conditions: (a) the  
Borrower shall acquire the Required Interest Rate Contracts, and (b) not  
more than an aggregate of $10,000,000 of other Recourse Indebtedness of  
Borrower has a maturity which is sooner than ninety days after the  
extended Maturity Date.  The Term Extension Option shall be exercised by  
written notice to the Agent at least ten (10) Business Days prior to the  
Maturity Date.  Such written notice must be accompanied by payment of a  
Term Extension option fee equal to twenty-five basis points (0.25%) of  
the Total Commitment to be in effect after such extension taking into  
account any reduction pursuant to 2.2. 
 
      3.2.   Mandatory Repayments of Loan. If at any time the sum of the  
outstanding amount of the Loans exceeds the Maximum Loan Balance, then  
the Borrower shall immediately pay the amount of such excess to the  
Agent for the respective accounts of the Banks for application to the  
Loans. 
 
      3.3.   Optional Repayments of Loans. The Borrower shall have the  
right, at its election, to repay the outstanding amount of the Loans, as  
a whole or in part, on any Business Day, without penalty or premium;  
provided that the full or partial prepayment of the outstanding amount  
of any Eurodollar Rate Loans made pursuant to this 3.3 may be made only  
on the last day of the Interest Period relating thereto, except as set  
forth below in this 3.3. The Borrower shall give the Agent no later than  
10:00 a.m., Boston time, at least three (3) Business Days' prior written  
notice of any prepayment pursuant to this 3.3 of any Base Rate Loans and  
four (4) Eurodollar Business Days, notice of any proposed repayment  
pursuant to this 3.3 of any Eurodollar Rate Loans, specifying the  
proposed date of payment of Loans and the principal amount to be paid.  
Each such partial prepayment of the Loans shall be in an integral  
multiple of $100,000 and shall be accompanied by the payment of all  
charges outstanding on all Loans and of accrued interest on the  
principal repaid to the date of payment and shall be applied, in the  
absence of instruction by the Borrower, first to the principal of Base  
Rate Loans and then to the principal of Eurodollar Rate Loans.  
Notwithstanding anything contained herein to the contrary, the Borrower  
may make a full or partial prepayment of a Eurodollar Rate Loan on a  
date other than the last day of the Interest Period relating thereto, if  
all optional prepayments (in whole or in part) on such Loans shall be  
accompanied by, and the Borrower hereby promises to pay, a prepayment  
fee in an amount determined by the Agent in the following manner: 
 
             (i)   Fixed Rate Prepayment Fee.  Borrower acknowledges  
that prepayment or acceleration of a Eurodollar Loan during an Interest  
Period shall result in the Banks incurring additional costs, expenses  
and/or liabilities and that it is extremely difficult and impractical to  
ascertain the extent of such costs, expenses and/or liabilities.  (For  
all purposes of this Section, any Loan not being made as a Eurodollar  
Rate Loan in accordance with the Loan Request therefor, as a result of  
Borrower's cancellation thereof, shall be treated as if such Eurodollar  
Rate Loan had been prepaid.)  Therefore, on the date a Eurodollar Rate  
Loan is prepaid or the date all sums payable hereunder become due and  
payable, by acceleration or otherwise ("Prepayment Date"), Borrower will  
pay to Agent, for the account of each Bank, (in addition to all other  
sums then owing), an amount ("Fixed Rate Prepayment Fee") determined by  
the Agent to be the amount, if any, by which (i) the amount of interest  
which would have accrued on the prepaid Eurodollar Rate Loan for the  
remainder of the Interest Period at the rate applicable to such  
Eurodollar Rate Loan exceeds (ii) the amount of interest that would  
accrue on a Eurodollar Rate Loan in the same amount for the same period  
if the Eurodollar Rate were set on the Prepayment Date. 
 
             (ii)  Upon the written notice to Borrower from Agent,  
Borrower shall immediately pay to Agent, for the account of the Banks,  
the Fixed Rate Prepayment Fee.  Such written notice (which shall include  
calculations in reasonable detail) shall, in the absence of manifest  
error, be conclusive and binding on the parties hereto. 
 
             (iii) Borrower understands, agrees and acknowledges the  
following:  (i) no Bank has any obligation to purchase, sell and/or  
match funds in connection with the use of the Eurodollar Rate as a basis  
for calculating the rate of interest on a Eurodollar Rate Loan; (ii) the  
Eurodollar Rate is used merely as a reference in determining such rate;  
and (iii) Borrower has accepted the Eurodollar Rate  as a reasonable and  
fair basis for calculating such rate and a Fixed Rate Prepayment Fee.   
Borrower further agrees to pay the Fixed Rate Prepayment Fee, if any,  
whether or not a Bank elects to purchase, sell and/or match funds. 
   
4.    CERTAIN GENERAL PROVISIONS. 
 
      4.1.   Revolving Credit Facility Fees and Agent's Fee. The  
Borrower agrees to pay to the Agent a revolving credit facility fee and  
agency fees in the amounts specified in the agreement regarding fees  
between the Agent and the Borrower and the Agent shall be responsible  
for any facility fees which it may agree to pay to the other Banks which  
become a party to this Agreement. 
 
      4.2.   Commitment Fee.  The Borrower shall pay to the Agent for  
the accounts of the Banks in accordance with their respective Commitment  
Percentages a commitment fee calculated at the rates set forth below per  
annum on the daily amount by which the Total Commitment (as it may have  
been reduced pursuant to 2.2) exceeds the outstanding amount of Loans  
(the "Unused Amount"):  
 
        Unused Amount                              Fee Rate 
 
less than 1/3 of Total Commitment               15 basis points 
at least 1/3 of Total Commitment 
   but less than 2/3 of Total Commitment        20 basis points 
at least 2/3 of Total Commitment                25 basis points 
 
The commitment fee shall not accrue until March 1, 1997.  Thereafter,  
the commitment fee shall be payable on the basis of the applicable  
annual rate quarterly in arrears on the first day of each calendar  
quarter for the immediately preceding calendar quarter commencing on the  
first such date following the date hereof, with a final payment on the  
Maturity Date or, if the Term Extension Option is exercised, the Term  
Extension Maturity Date or any earlier date on which the Commitments  
shall terminate. 
 
4.3.  Funds for Payments. 
 
             (a) All payments of principal, interest, closing fees,  
commitment fees and any other amounts due hereunder (other than as  
provided in 4.1, 4.5 and 4.6) or under any of the other Loan Documents,  
and all prepayments, shall be made to the Agent, for the respective  
accounts of the Banks, at the Agent's Head Office, in each case in  
Dollars in immediately available funds. 
 
             (b)  All payments by the Borrower hereunder and under any  
of the other Loan Documents shall be made without setoff or counterclaim  
and free and clear of and without deduction for any taxes, levies,  
imposts, duties, charges, fees, deductions, withholdings, compulsory  
liens, restrictions or conditions of any nature now or hereafter imposed  
or levied by any jurisdiction or any political subdivision thereof or  
taxing or other authority therein unless the Borrower is compelled by  
law to make such deduction or withholding.  If any such obligation is  
imposed upon the Borrower with respect to any amount payable by it  
hereunder or under any of the other Loan Documents, the Borrower shall  
pay to the Agent, for the account of the Banks or (as the case may be)  
the Agent, on the date on which such amount is due and payable hereunder  
or under such other Loan Document, such additional amount in Dollars as  
shall be necessary to enable the Banks or the Agent to receive the same  
net amount which the Banks or the Agent would have received on such due  
date had no such obligation been imposed upon the Borrower. The Borrower  
will deliver promptly to the Agent certificates or other valid vouchers  
for all taxes or other charges deducted from or paid with respect to  
payments made by the Borrower hereunder or under such other Loan  
Document. 
 
4.4.  Computations. All computations of interest on the Loans and of  
other fees to the extent applicable shall be based on a 360-day year and  
paid for the actual number of days elapsed. Except as otherwise provided  
in the definition of the term "Interest Period" with respect to  
Eurodollar Rate Loans, whenever a payment hereunder or under any of the  
other Loan Documents becomes due on a day that is not a Business Day,  
the due date for such payment shall be extended to the next succeeding  
Business Day, and interest shall accrue during such extension. The  
outstanding amount of the Loans as reflected on the Records from time to  
time shall (absent manifest error) be considered correct and binding on  
the Borrower unless within thirty (30) Business Days after receipt by  
the Agent or any of the Banks from Borrower of any notice by the  
Borrower of such outstanding amount, the Agent or such Bank shall notify  
the Borrower to the contrary. 
 
4.5.  Additional Costs, Etc. If any present or future applicable law  
which expression, as used herein, includes statutes, rules and  
regulations thereunder and interpretations thereof by any competent  
court or by any governmental or other regulatory body or official  
charged with the administration or the interpretation thereof and  
requests, directives, instructions and notices at any time or from time  
to time hereafter made upon or otherwise issued to any Bank or the Agent  
by any central bank or other fiscal, monetary or other authority  
(whether or not having the force of law), shall: 
 
             (a)  subject any Bank or the Agent to any tax, levy,  
impost, duty, charge, fee, deduction or withholding of any nature with  
respect to this Agreement, the other Loan Documents, such Bank's  
Commitment or the Loans (other than taxes based upon or measured by the  
income or profits of such Bank or the Agent), or 
 
             (b)  materially change the basis of taxation (except for  
changes in taxes on income or profits) of payments to any Bank of the  
principal of or the interest on any Loans or any other amounts payable  
to any Bank under this Agreement or the other Loan Documents, or 
 
             (c)  impose or increase or render applicable (other than to  
the extent specifically provided for elsewhere in this Agreement) any  
special deposit, reserve, assessment, liquidity, capital adequacy or  
other similar requirements (whether or not having the force of law)  
against assets held by, or deposits in or for the account of, or loans  
by, or commitments of an office of any Bank, or 
 
             (d)  impose on any Bank any other conditions or  
requirements with respect to this Agreement, the other Loan Documents,  
the Loans, the Commitment, or any class of loans or commitments of which  
any of the Loans or the Commitment forms a part; 
 
                  and the result of any of the foregoing is 
 
                  (i) to increase the cost to such Bank of making,  
funding, issuing, renewing, extending or maintaining any of the Loans or  
such Bank's Commitment, or 
 
                  (ii) to reduce the amount of principal, interest or  
other amount payable to such Bank or the Agent hereunder on account of  
the Commitments or any of the Loans, or 
 
                  (iii) to require such Bank or the Agent to make any  
payment or to forego any interest or other sum payable hereunder, the  
amount of which payment or foregone interest or other sum is calculated  
by reference to the gross amount of any sum receivable or deemed  
received by such Bank or the Agent from the Borrower hereunder, then,  
and in each such case, the Borrower will, upon demand made by such Bank  
or (as the case may be) the Agent at any time and from time to time and  
as often as the occasion therefor may arise, pay to such Bank or the  
Agent, to the extent permitted by law, such additional amounts as will  
be sufficient to compensate such Bank or the Agent for such additional  
cost, reduction, payment or foregone interest or other sum. 
 
      4.6.   Capital Adequacy. If any present or future law,  
governmental rule, regulation, policy, guideline or directive (whether  
or not having the force of law) or the interpretation thereof by a court  
or governmental authority with appropriate jurisdiction affects the  
amount of capital required or expected to be maintained by banks or bank  
holding companies and any Bank or the Agent determines that the amount  
of capital required to be maintained by it is increased by or based upon  
the existence of the Loans made or deemed to be made pursuant hereto,  
then such Bank or the Agent may notify the Borrower of such fact, and  
the Borrower shall pay to such Bank or the Agent from time to time on  
demand, as an additional fee payable hereunder, such amount as such Bank  
or the Agent shall determine in good faith and certify in a notice to  
the Borrower to be an amount that will adequately compensate such Bank  
or the Agent in light of these circumstances for its increased costs of  
maintaining such capital. Each Bank and the Agent shall allocate such  
cost increases among its customers in good faith and on an equitable  
basis. 
 
      4.7.   Certificate. A certificate setting forth any additional  
amounts payable pursuant to 4.5 or 4.6 and a brief explanation of such  
amounts which are due, submitted by any Bank or the Agent to the  
Borrower, shall be prima facie evidence that such amounts are due and  
owing. 
 
      4.8.   Indemnity.  In addition to the other provisions of this  
Agreement regarding any such matters, the Borrower agrees to indemnify  
each Bank and to hold each Bank harmless from and against any loss, cost  
or reasonable expense (including loss of anticipated profits) that such  
Bank may sustain or incur as a consequence of (a) a default by the  
Borrower in payment of the principal amount of or any interest on any  
Eurodollar Rate Loans as and when due and payable, including any such  
loss or expense caused by Borrower's breach or other default and arising  
from interest or fees payable by such Bank to lenders of funds obtained  
by it in order to maintain its Eurodollar Rate Loans, (b) a default by  
the Borrower in making a borrowing or conversion after the Borrower has  
given (or is deemed to have given) a Loan Request or a Conversion  
Request, and (c) the making of any payment of a Eurodollar Rate Loan or  
the making of any conversion of a Eurodollar Rate Loan to a Base Rate  
Loan on a day that is not the last day of the applicable Interest Period  
with respect thereto, including interest or fees payable by such Bank to  
lenders of funds obtained by it in order to maintain any such Eurodollar  
Rate Loan. 
 
      4.9.   Interest or Overdue Amounts. Overdue principal and (to the  
extent permitted by applicable law) interest on the Loans and all other  
overdue amounts payable hereunder or under any of the other Loan  
Documents shall bear interest compounded monthly and payable on demand  
at a rate per annum equal to four percent (4%) above the rate of  
interest otherwise payable hereunder until such amount shall be paid in  
full (after as well as before judgment) . In addition, the Borrower  
shall pay to the Agent a late charge equal to three percent (3%) of any  
amount of principal and/or interest and/or charges on the Loans which is  
not paid within ten (10) days of the date when due. 
 
      4.10.  Inability to Determine Eurodollar Rate.  In the event,  
prior to the commencement of any Interest Period relating to any  
Eurodollar Rate Loan, the Agent shall determine that adequate and  
reasonable methods do not exist for ascertaining the Eurodollar Rate  
that would otherwise determine the rate of interest to be applicable to  
any Eurodollar Rate Loan during any Interest Period, the Agent shall  
forthwith give notice of such determination (which shall be conclusive  
and binding on the Borrower) to the Borrower. In such event (a) any Loan  
Request with respect to Eurodollar Rate Loans shall be automatically  
withdrawn and shall be deemed a request for Base Rate Loans, (b) each  
Eurodollar Rate Loan will automatically, on the last day of the then  
current Interest Period thereof, become a Base Rate Loan, and (c) the  
obligations of the Banks to make Eurodollar Rate Loans shall be  
suspended until the Agent determines that the circumstances giving rise  
to such suspension no longer exist, whereupon the Agent shall so notify  
the Borrower.   
 
      4.11.  Illegality.  Notwithstanding any other provisions herein,  
if any present or future law, regulation, treaty or directive or in the  
interpretation or application thereof shall make it unlawful for any  
Bank to make or maintain Eurodollar Rate Loans, such Bank shall  
forthwith give notice of such circumstances to the Borrower and  
thereupon (a) the Commitment of such Bank to make Eurodollar Rate Loans  
or convert Loans of another Type to Eurodollar Rate Loans shall  
forthwith be suspended and (b) the Eurodollar Rate Loans then  
outstanding shall be converted automatically to Base Rate Loans on the  
last day of each Interest Period applicable to such Eurodollar Rate  
Loans or within such earlier period as may be required by law. The  
Borrower hereby agrees promptly to pay to the Agent for the account of  
such Bank, upon demand, any additional amounts necessary to compensate  
such Bank for any costs incurred by such Bank in making any conversion  
in accordance with this 4.11, including any interest or fees payable by  
such Bank to lenders of funds obtained by it in order to make or  
maintain its Eurodollar Rate Loans hereunder. 
 
      4.12.  Replacement of Banks.  If any of the Banks shall make a  
notice or demand upon the Borrower pursuant to 4.5, 4.6, or 4.11 based  
on circumstances or laws which are not generally applicable to the Banks  
organized under the laws of the United States or any State thereof, the  
Borrower shall have the right to replace such Bank with an Eligible  
Assignee selected by the Borrower and approved by the Agent.  In such  
event the assignment shall take place on a date set by the Agent at  
which time the assigning Bank and the Eligible Assignee shall enter into  
an Assignment and Acceptance as contemplated by 18.1 (and clause (d)  
thereof shall not be applicable) and the assigning Bank shall receive  
from the Eligible Assignee or the Borrower a sum equal to the  
outstanding principal amount of the Loans owed to the assigning Bank  
together with accrued interest thereon plus the accrued commitment fee  
under 4.2 allocated to the assigning Bank. 
 
5.    COLLATERAL SECURITY; NO LIMITATION ON RECOURSE. 
 
      5.1.   Collateral Security. The Obligations shall be secured by  
(i) a perfected first priority lien and security interest to be held by  
the Agent (subject only to Permitted Liens) in the Mortgaged Properties,  
pursuant to the terms of the Security Documents, (ii) a perfected first  
priority lien and security interest to he held by the Agent in the  
Leases and rents pursuant to the Assignments of Leases and Rents, and  
(iii) the Guaranties.  Each of the Security Documents shall secure all  
of the Obligations and Allocated Loan Amounts shall not be deemed to in  
any way limit the amount of the Obligations secured pursuant to any  
Security Documents. 
 
      5.2.   No Limitation on Recourse. Notwithstanding the foregoing  
Collateral, the Obligations are full recourse obligations of the  
Borrower and, to the extent provided in the applicable Guaranty, of the  
Guarantors, and all of their respective Real Estate Assets and other  
properties shall be available for the indefeasible payment in full in  
cash and performance of the Obligations.  Notwithstanding anything to  
the contrary contained herein, the trustees of Liberty Property Trust  
shall have no personal liability of any nature under this document.  The  
Agent and the Banks shall look solely to the assets of Liberty Property  
Trust to satisfy any liability or recourse against Liberty Property  
Trust hereunder. 
 
      5.3.   Additional Properties.   
 
             (a) Additional Real Estate Assets owned by the Borrower may  
become Mortgaged Properties with the approval of the Requisite Banks  
provided that such Real Estate Assets satisfy the conditions set forth  
in 5.4. In the event that the Requisite Banks grant such approval and  
all of the conditions set forth in 5.4 are satisfied, the Agent shall  
notify the Borrower and within ten (10) days thereafter the Mortgagor  
shall execute and deliver to the Agent a Security Deed, an Assignment of  
Rents and Leases and UCC-1 Financing Statements, which Security  
Documents shall be in substantially the form of the Security Documents  
executed and delivered herewith with such changes as the Agent may deem  
desirable to address the laws of the State where the Additional Property  
is located or the factual circumstances of the Additional Property. Such  
Additional Properties shall be deemed to be Mortgaged Properties upon  
the recording and filing of such Security Documents and the Agent's  
receipt of satisfactory evidence thereof. 
 
      5.4.   Conditions to Approval of Additional Properties.  Prior to  
acceptance of any Real Estate Asset to become an Additional Property  
pursuant to 5.3, such property must satisfy the following conditions,  
which may be modified or waived only by the written agreement of the  
Requisite Banks: 
 
             (a)  At least sixty percent (60%) of the gross leasable  
area of the Buildings located on the Mortgaged Properties following the  
addition of the Additional Property must be occupied pursuant to Leases  
with respect to which the Agent shall have received an Estoppel  
Agreement reasonably satisfactory to the Agent. 
 
             (b)  An Appraisal of the Additional Property ordered by the  
Agent and paid for by the Borrower shall have been approved by the  
Requisite Banks. 
 
             (c)  The Agent shall have received all of the items  
relating to the Additional Property described in 10.8, 10.9, 10.10,   
10.12, 10.13, 10.14, 10.16 and 10.17 and such items shall have been  
approved by the Agent or the Requisite Banks as required by such  
Sections. 
 
             (d)  The Agent shall have received a Certificate executed  
on behalf of the Borrower containing the representations and warranties  
with respect to the Additional Property as are set forth in 6.18 and  
6.22. 
 
             (e)  The Agent shall have received updated certificates and  
other items relating to the Borrower and the General Partner as  
described in 10.2, 10.3 and 10.4 and a favorable opinion addressed to  
the Banks and the Agent, in form and substance satisfactory to the Banks  
and the Agent as to the matters described on Exhibit E relating to the  
Loan Documents executed by Borrower with respect to the Additional  
Property and relating to the laws of the state where the Additional  
Property is located. 
 
      5.5.   Release of Mortgaged Properties. The Borrower may request  
that the Agent release any Mortgaged Property from the lien of the  
Security Documents and the Agent shall approve any such request provided  
that there is then no continuing Default or Event of Default under this  
Agreement and the requested release will not result in any Default or  
Event of Default under this Agreement and the Borrower delivers to the  
Agent a pro-forma Compliance Certificate reasonably satisfactory to the  
Agent demonstrating that the requested release will not result in a  
violation of any of the covenants in 9.1 through 9.7.  The Borrower may  
request releases of a portion of a Mortgaged Property consisting of  
undeveloped land to be developed by Borrower or sold provided that in  
addition to the requirements set forth above, the Borrower shall also  
submit such additional information as may be requested by the Agent  
including, without limitation, (i) an updated survey and endorsements to  
the Title Policy; (ii) an updated Appraisal of the remaining portion of  
the Mortgaged Property and (iii) evidence that the division of the  
Mortgaged Property pursuant to the requested release will not result in  
violation of any zoning ordinance or other applicable laws and  
ordinances.  If the Borrower shall request the release of any Mortgaged  
Property which is adjacent to any other Mortgaged Property which is not  
to be simultaneously released, the Agent may require the establishment  
of appropriate easements and maintenance agreements satisfactory to the  
Agent relating to any shared utilities, drainage facilities, access  
drives or walks, parking areas or other shared facilities. 
 
6.    REPRESENTATIONS AND WARRANTIES. The Borrower represents and  
warrants to the Agent and each of the Banks as follows. 
 
      6.1.   Authority; Etc. 
 
             (a)  Organization; Good Standing. The Company (i) is a  
Maryland real estate investment trust duly organized, validly existing  
and in good standing under the laws of the State of Maryland, (ii) has  
all requisite power to own its properties and conduct its business as  
now conducted and as presently contemplated, and (iii) to the extent  
required by law is in good standing as a foreign entity and is duly  
authorized to do business in the States in which the Mortgaged  
Properties are located and in each other jurisdiction where such  
qualification is necessary except where a failure to be so qualified in  
such other jurisdiction would not have a Materially Adverse Effect.  The  
Borrower is a Pennsylvania limited partnership, and each Guarantor  
Subsidiary is a Pennsylvania limited partnership or a Pennsylvania  
corporation, and each such entity is duly organized, validly existing  
and in good standing under the laws of the State of its formation, has  
all requisite power to own its properties and conduct its business as  
presently contemplated and is duly authorized to do business in the  
States in which the Mortgaged Properties owned by it are located and in  
each other jurisdiction where such qualification is necessary except  
where a failure to be so qualified in such other jurisdiction would not  
have a Material Adverse Effect. 
 
             (b)  Authorization.  The execution, delivery and  
performance of this Agreement and the other Loan Documents to which the  
Borrower is to become a party and the transactions contemplated hereby  
and thereby (i) are within the authority of the Borrower, (ii) have been  
duly authorized by all necessary proceedings on the part of the Borrower  
and the Company as general partner of Borrower, (iii) do not conflict  
with or result in any breach or contravention of any provision of law,  
statute, rule or regulation to which the Borrower or the Company is  
subject or any judgment, order, writ, injunction, license or permit  
applicable to the Borrower or the Company and (iv) do not conflict with  
any provision of the Borrower's partnership agreement or Company's  
declaration of trust, charter documents or bylaws, or any agreement  
(except agreements as to which such a conflict would not result in a  
Material Adverse Effect) or other instrument binding upon, the Borrower  
or the Company or to which any of their properties are subject. The  
execution, delivery and performance of the Guaranty and the other Loan  
Documents to which any Guarantor is to become a party and the  
transactions contemplated hereby and thereby (i) are within the  
authority of such Guarantor, (ii) have been duly authorized by all  
necessary proceedings on the part of such Guarantor, (iii) do not  
conflict with or result in any breach or contravention of any provision  
of law, statute, rule or regulation to which such Guarantor is subject  
or any judgment, order, writ, injunction, license or permit applicable  
to such Guarantor and (iv) do not conflict with any provision of such  
Guarantor's charter documents or bylaws, partnership agreement,  
declaration of trust, or any agreement (except agreements as to which  
such a conflict would not result in a Material Adverse Effect) or other  
instrument binding upon such Guarantor or to which any of such  
Guarantor's properties are subject. 
 
             (c)  Enforceability.  The execution and delivery of this  
Agreement and the other Loan Documents to which the Borrower is or is to  
become a party will result in valid and legally binding obligations of  
the Borrower enforceable against it in accordance with the respective  
terms and provisions hereof and thereof, except as enforceability is  
limited by bankruptcy, insolvency, reorganization, moratorium or other  
laws relating to or affecting generally the enforcement of creditors'  
rights and except to the extent that availability of the remedy of  
specific performance or injunctive relief is subject to the discretion  
of the court before which any proceeding therefor may be brought. The  
execution and delivery of the Guaranty and the other Loan Documents to  
which any Guarantor is or is to become a party will result in valid and  
legally binding obligations of such Guarantor enforceable against such  
Guarantor in accordance with the respective terms and provisions hereof  
and thereof, except as enforceability is limited by bankruptcy,  
insolvency, reorganization, moratorium or other laws relating to or  
affecting generally the enforcement of creditors, rights and except to  
the extent that availability of the remedy of specific performance or  
injunctive relief is subject to the discretion of the court before which  
any proceeding therefor may be brought. 
 
      6.2.   Governmental Approvals.  The execution, delivery and  
performance by the Borrower and each Guarantor of this Agreement and the  
other Loan Documents to which the Borrower or such Guarantor is or is to  
become a party and the transactions contemplated hereby and thereby do  
not require the approval or consent of, or filing with, any governmental  
agency or authority other than those already obtained and the filing of  
the Security Documents in the appropriate records office with respect  
thereto. 
 
      6.3.   Title to Properties. 
 
             (a)  The Borrower holds good and clear record and  
marketable fee simple title to the Mortgaged Properties, subject to no  
rights of others, including any mortgages, leases, conditional sales  
agreements, title retention agreements, liens or encumbrances except for  
the Permitted Liens. 
 
             (b)  Except as indicated on Schedule 6.3 hereto, the  
Borrower owns all of the properties reflected in the balance sheet of  
the Borrower as at the Balance Sheet Date or acquired since that date  
(except properties sold or otherwise disposed of in the ordinary course  
of business since that date), subject to no rights of others, including  
any mortgages, leases, conditional sales agreements, title retention  
agreements, liens or other encumbrances except Permitted Liens. 
 
      6.4.   Financial Statements. The following financial statements  
have been furnished to each of the Banks. 
 
             (a)  A balance sheet of the Company as of the Balance Sheet  
Date, and a statement of income, statement of changes in shareholders'  
equity and statement of cash flows for the fiscal year then ended,  
accompanied by an auditor's report prepared without qualification by  
Ernst & Young. Such balance sheet and statements of income, of changes  
in shareholders' equity and of cash flows have been prepared in  
accordance with generally accepted accounting principles and fairly  
present the financial condition of the Borrower and the Company as at  
the close of business on the date thereof and the results of operations,  
changes in shareholders' equity and cash flows for the fiscal year then  
ended. There are no contingent liabilities of the Borrower or the  
Company as of such date involving material amounts, known to the  
officers of the Company not disclosed in said balance sheet and the  
related notes thereto. 
 
             (b)  A balance sheet and a statement of income, statement  
of changes in shareholders' equity and statement of cash flows of the  
Company for each of the fiscal quarters of the Company ended since the  
Balance Sheet Date which by the Company's Responsible Officer certifies  
has been prepared in accordance with generally accepted accounting  
principles consistent with those used in the preparation of the annual  
audited statements delivered pursuant to paragraph (a) above and fairly  
represents the financial condition of the Borrower as at the close of  
business on the dates thereof and the results of operations, of changes  
in shareholders' equity and of cash flows for the fiscal quarters then  
ended (subject to year-end adjustments). There are no contingent  
liabilities of the Borrower or the Company as of such dates involving  
material amounts, known to the officers of the Company, not disclosed in  
such balance sheets and the related notes thereto. 
 
             (c)  With respect to each Mortgaged Property, a statement  
prepared by the Borrower of the rental and other income of the Borrower  
from the operation of such Mortgaged Property for each of the fiscal  
quarters of the Borrower ended since the Balance Sheet Date, and all  
operating and other costs and expenses incurred by the Borrower in  
connection with such Mortgaged Property during such fiscal quarters,  
certified by a Responsible Officer of the Company as fairly presenting  
the results of operation of the Borrower with respect to such Mortgaged  
Property for such fiscal period. 
 
             (d)  With respect to each Mortgaged Property acquired by  
Borrower since October 1, 1996 or to be acquired by Borrower, copies of  
all financial statements, copies of all material financial information  
which any Guarantor or Borrower has obtained from the prior owners. 
 
      6.5.   No Material Changes, Etc.  Since the Balance Sheet Date,  
there has occurred no material adverse change in the financial condition  
or assets or business of the Borrower as shown on or reflected in the  
balance sheet of the Borrower as of the Balance Sheet Date, or the  
statement of income for the fiscal year then ended, other than changes  
in the ordinary course of business that have not had any Material  
Adverse Effect either individually or in the aggregate. 
 
      6.6.   Franchises, Patents, Copyrights, Etc.  The Borrower  
possesses all franchises, patents, copyrights, trademarks, trade names,  
licenses and permits, and rights in respect of the foregoing, adequate  
for the conduct of its business substantially as now conducted without  
known conflict with any rights of others, including all Permits except  
to the extent the Borrower's failure to possess the same does not have a  
Material Adverse Effect. 
 
      6.7.   Litigation. Except as listed and described on Schedule 6.7  
hereto, there are no actions, suits, proceedings or investigations of  
any kind pending or, to Borrower's knowledge, threatened against the  
Borrower, any Guarantor or any of the Related Companies before any  
court, tribunal or administrative agency or board that, if adversely  
determined, might, either in any case or in the aggregate, have a  
Material Adverse Effect or materially impair the right of the Borrower,  
any Guarantor or any of the Related Companies to carry on business  
substantially as now conducted by it, or which question the validity of  
this Agreement or any of the other Loan Documents, any action taken or  
to be taken pursuant hereto or thereto, or any lien or security interest  
created or intended to be created pursuant hereto or thereto, or which  
will materially adversely affect the ability of the Borrower or any  
Guarantor to pay and perform the Obligations in the manner contemplated  
by this Agreement and the other Loan Documents. 
 
      6.8.   No Materially Adverse Contracts, Etc. The Borrower is not  
subject to any charter, trust or other legal restriction, or any  
judgment, decree, order, rule or regulation that has or is expected in  
the future to have a Material Adverse Effect. The Borrower is not a  
party to any contract or agreement that has or is expected, in the  
judgment of the Borrower's officers, to have any Material Adverse  
Effect. 
 
      6.9.   Compliance With Other Instruments, Laws, Etc. The Borrower  
is not in violation of any provision of the Borrower's partnership  
agreement or of the Company's charter documents, by-laws, or any  
agreement or instrument to which it may be subject or by which it or any  
of its properties may be bound or any decree, order, judgment, statute,  
license, rule or regulation, in any of the foregoing cases in a manner  
that could result in the imposition of substantial penalties or have a  
Material Adverse Effect. 
 
      6.10.  Tax Status. The Borrower (a) has made or filed all federal  
and state income and all other tax returns, reports and declarations  
required by any jurisdiction to which it is subject, and (b) has paid  
all taxes and other governmental assessments and charges shown or  
determined to be due on such returns, reports and declarations, except  
those being contested in good faith and by appropriate proceedings.  
There are no unpaid taxes in any material amount claimed to be due by  
the taxing authority of any jurisdiction, and the officers of the  
Borrower know of no basis for any such claim. 
 
      6.11.  Event of Default.  No Default or Event of Default has  
occurred and is continuing. 
 
      6.12.  Investment Company Act.  The Borrower is not an "investment  
company", or an "affiliated company" or a "principal underwriter" of an  
"investment company", as such terms are defined in the Investment  
Company Act of 1940. 
 
      6.13.  Absence of Financing Statements, Etc. There is no financing  
statement, security agreement, chattel mortgage, real estate mortgage,  
equipment lease, financing lease, option, encumbrance or other document  
existing, filed or recorded with any filing records, registry, or other  
public office, that purports to cover, affect or give notice of any  
present or possible future lien or encumbrance on, or security interest  
in, any Collateral, except those in favor of the Agent or Permitted  
Liens. 
 
      6.14.  Setoff, Etc. The Collateral and the Agent's rights with  
respect to the Collateral are not subject to any setoff, claims,  
withholdings or other defenses. Either the Borrower or a Guarantor is  
the owner of the Collateral free from any lien, security interest,  
encumbrance and any other claim or demand, except for the Permitted  
Liens. 
 
      6.15.  Certain Transactions. Except as set forth on Schedule 6. 15  
hereto, none of the officers or employees of the Borrower or any  
Guarantor are presently a party to any transaction with the Borrower or  
any Guarantor (other than for services as employees, officers and  
trustees), including any contract, agreement or other arrangement  
providing for the furnishing of services to or by, providing for rental  
of real or personal property to or from, or otherwise requiring payments  
to or from any officer, trustee or such employee or, to the knowledge of  
the Borrower and the Company, any corporation, partnership, trust or  
other entity in which any officer, trustee or any such employee or  
natural Person related to such officer, trustee or employee or other  
Person in which such officer, trustee or employee has a direct or  
indirect beneficial interest has a substantial interest or is an officer  
or trustee. 
 
      6.16.  Benefit Plans: Multiemployer Plans: Guaranteed Pension  
Plans.  As of the date hereof as to any Employee Benefit Plan,  
Multiemployer Plan or Guaranteed Pension Plan, neither the Borrower nor  
any ERISA Affiliate maintains or contributes to any Employee Benefit  
Plan, Multiemployer Plan or Guaranteed Pension Plan. To the extent that  
Borrower or any ERISA Affiliate hereafter maintains or contributes to  
any Employee Benefit Plan or Guaranteed Pension Plan, it shall at all  
times do so in compliance with 7.20 hereof. 
 
      6.17.  Regulations U and X.  No portion of any Loan is to be used  
for the purpose of purchasing or carrying any "margin security" or  
"margin stock" as such terms are used in Regulations U and X of the  
Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221  
and 224. 
 
      6.18.  Environmental Compliance.  The Borrower has caused Phase I  
environmental assessments to be conducted with respect to the Mortgaged  
Properties and which reports are listed on Schedule 6.18, the results of  
which are set forth in those certain environmental reports delivered  
previously to the Agent (collectively, the "Environmental Reports").  As  
used in this 6.18 only the term "Real Estate" shall mean any of the  
Mortgaged Properties and any other Real Estate if the existence of any  
of the facts, events or circumstances described in this 6.18 with  
respect to such other Real Estate would have a Material Adverse Effect.   
Based on the information contained in the Environmental Reports,  
Borrower makes the following representations and warranties: 
 
             (a)  Except as may be set forth in the Environmental  
Reports or otherwise on Schedule 6.18, to the best of Borrower's  
knowledge none of the Borrower, any Guarantor, any of the Related  
Companies or any operator of the Real Estate or any portion thereof, or  
any operations thereon is in violation, or alleged material violation,  
of any judgment, decree, order, law, license, rule or regulation  
pertaining to environmental matters (hereinafter collectively referred  
to as the "Environmental Laws"), including without limitation, those  
arising under the Resource Conservation and Recovery Act ("RCRA"), the  
Comprehensive Environmental Response, Compensation and Liability Act of  
1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization  
Act of 1986 ("SARA"), the Federal Clean Water Act, the Federal Clean Air  
Act, the Toxic Substances Control Act, or any state or local statute,  
regulation, ordinance, order or decree relating to health, safety or the  
environment, including, without limitation, the environmental statutes,  
regulations, orders and decrees of the States in which any of the  
Mortgaged Properties may be located, which violation involves the  
Mortgaged Properties or would have a Material Adverse Effect. 
 
             (b)  Except as set forth on Schedule 6.18 attached hereto,  
none of the Borrower, the Guarantors or the Related Companies has  
received written notice from any third party including, without  
limitation any federal, state or local governmental authority with  
respect to any of the Mortgaged Properties or otherwise if the same  
would have a Material Adverse Effect, (i) that it has been identified by  
the United States Environmental Protection Agency ("EPA") as a  
potentially responsible party under CERCLA with respect to a site listed  
on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986) ;  
(ii) that any hazardous waste, as defined by 42 U.S.C. 9601(5), any  
hazardous substances as defined by 42 U.S.C. 9601(14), any pollutant or  
contaminant as defined by 42 U.S.C. 9601(33) or any toxic substances,  
oil or hazardous materials or other chemicals or substances regulated by  
any Environmental Laws ("Hazardous Materials") which it has generated,  
transported or disposed of have been found at any site at which a  
federal, state or local agency or other third party has conducted or has  
ordered that the Borrower, any Guarantor or any of the Related Companies  
conduct a remedial investigation, removal or other response action  
pursuant to any Environmental Law; or (iii) that it is or shall be a  
named party to any claim, action, cause of action, complaint, or legal  
or administrative proceeding (in each case, contingent or otherwise)  
arising out of any third party's incurrence of costs, expenses, losses  
or damages of any kind whatsoever in connection with the release of  
Hazardous Materials. 
 
             (c)  Except as set forth on Schedule 6.18 attached hereto  
and/or in the Environmental Reports, (i) to the best of Borrower's  
knowledge no portion of the Real Estate has been used for the handling,  
processing, storage or disposal of Hazardous Materials except in  
material compliance with applicable Environmental Laws; and except as  
set forth on Schedule 6.18, no underground tank or other underground  
storage receptacle for Hazardous Materials is located on any portion of  
the Real Estate; (ii) in the course of any activities conducted by the  
Borrower, any Guarantor, any of the Related Companies or the operators  
of any Real Estate, or to the best of Borrower's knowledge, any ground  
or space tenants on any Real Estate, no Hazardous Materials have been  
generated or are being used on the Real Estate except in material  
compliance with applicable Environmental Laws; (iii) there has been no  
present, or to the best of Borrower's knowledge past, releasing,  
spilling, leaking, pumping, pouring, emitting, emptying, discharging,  
injecting, escaping, disposing or dumping (a "Release") or threatened  
Release of Hazardous Materials on, upon, into or from the Mortgaged  
Properties or the other Real Estate, which Release in the case of Real  
Estate other than the Mortgaged Properties would have a material adverse  
effect on the value of any of such Real Estate or adjacent real property  
or the environment; (iv) to the best of Borrower's knowledge, there have  
been no Releases on, upon, from or into any real property in the  
vicinity of any of the Real Estate which, through soil or groundwater  
contamination, may have come to be located on, and which would have a  
material adverse effect on the value of, the Real Estate; and (v) to the  
best of Borrower's knowledge, any Hazardous Materials that have been  
generated on any of the Real Estate have been transported off-site only  
by carriers having an identification number issued by the EPA, treated  
or disposed of only by treatment or disposal facilities maintaining  
valid permits as required under applicable Environmental Laws, which  
transporters and facilities have been and are, to the best of the  
Borrower's knowledge, operating in material compliance with such permits  
and applicable Environmental Laws. Notwithstanding that any  
representation contained herein may be limited to the knowledge of the  
Borrower, any such limitation shall not affect the covenants specified  
in 7.10 or elsewhere in this Agreement. 
 
             (d)  None of the Real Estate is or shall be subject to any  
applicable environmental clean-up responsibility law or environmental  
restrictive transfer law or regulation, solely by virtue of the  
transactions set forth herein and contemplated hereby. 
 
      6.19.  Subsidiaries and Affiliates.  The Borrower has no  
Subsidiaries except for the Related Companies listed on Schedule 1.3 and  
does not have an ownership interest in any entity whose financial  
statements are not consolidated with the Borrower's except for the  
Permitted Joint Ventures listed on Schedule 1.3.  The Company is not a  
partner in any partnership other than Borrower and is not a member of  
any limited liability company.  The Company owns no material assets  
other than its partnership interest in Borrower. 
 
      6.20.  Major Leases.  The Borrower has delivered to the Agent  
copies of the Major Leases. 
 
      6.21.  Loan Documents.  All of the representations and warranties  
of the Borrower or any Guarantor made in the other Loan Documents or any  
document or instrument delivered or to be delivered to the Agent or the  
Banks pursuant to or in connection with any of such Loan Documents are  
true and correct in all material respects. 
 
      6.22.  Mortgaged Properties.  The Borrower makes the following  
additional representations and warranties concerning the Mortgaged  
Properties: 
 
             (a)  Off-Site Utilities. All water, sewer, electric, gas,  
telephone and other utilities are installed to the property lines of the  
Mortgaged Properties and, except in the case of drainage facilities, are  
connected to the Buildings located thereon with valid permits and are  
adequate to service the Buildings in full compliance with applicable  
law; and the Buildings are properly and legally connected directly to,  
and served exclusively by, public water and sewer systems. No easements  
over land of others not yet obtained are required for any such  
utilities, and no drainage of surface or other water across land of  
others is required except as disclosed in the Surveys. 
 
             (b) Surveys, Access; Etc.  Since the date of the most  
recent Survey delivered to the Agent with respect to each Mortgaged  
Property, there has been no construction of additional Buildings or  
additions to Buildings on such Mortgaged Property, no takings by eminent  
domain affecting such Mortgaged Property or other changes which may have  
caused such Survey to be no longer accurate. The streets abutting the  
Mortgaged Properties are public roads, to which each of the Mortgaged  
Properties has direct access by trucks and other motor vehicles and by  
foot, or are private ways (with direct access by trucks and other motor  
vehicles and by foot to public roads) to which each of the Mortgaged  
Properties has direct access without charge or liability for maintenance  
or repair. No easements over land of others not yet obtained are  
required for such means of access and egress except as disclosed in the  
Surveys. 
 
             (c)  Independent Building.  The Buildings on each Mortgaged  
Property are fully independent from any other real estate in all  
respects including, without limitation, in respect of structural  
integrity, heating, ventilating and air conditioning, plumbing,  
mechanical and other operating and mechanical systems, and electrical,  
sanitation and water systems, all of which are connected directly to  
off-site utilities located in public streets or ways. The Buildings are  
located on lots which are separately assessed for purposes of real  
estate tax assessment and payment. The Buildings, all Building Service  
Equipment and all paved or landscaped areas related to or used in  
connection with the Buildings are located wholly within the perimeter  
lines of the lot or lots on which the Mortgaged Properties are located  
except as disclosed in the Surveys. 
 
             (d)  Condition of Building; No Asbestos. Except as set  
forth in the engineering reports provided to the Agent and listed on  
Schedule 6.22(d), to the best of Borrower's knowledge there are no  
material defects in the roof, foundation, structural elements and  
masonry walls of the Buildings or their heating, ventilating and air  
conditioning, electrical, sprinkler, plumbing or other mechanical  
systems or their Building Service Equipment; the Buildings are fully  
sprinkled; and no asbestos is located in or on the Buildings except as  
may be disclosed in the Environmental Reports. 
 
             (e)  Building Compliance with Law; Permits.  The Buildings  
as presently constructed and used do not materially violate any  
applicable federal or state law or governmental regulation, or any local  
ordinance, order or regulation the violation of which may materially  
affect the use or the value of the applicable Mortgaged Property,  
including but not limited to laws, regulations, or ordinances relating  
to zoning, building use and occupancy, subdivision control, fire  
protection, health and sanitation; and the zoning laws permit use of the  
Buildings for their current use; there is such number of parking spaces  
on the lot or lots on which the Mortgaged Properties are located as is  
adequate under the zoning laws to permit use of the Buildings for their  
current use; and all private ways providing access to the Mortgaged  
Properties are zoned in a manner which will permit access to the  
Buildings over such ways by trucks and other commercial and industrial  
vehicles. All Permits required for the operation and maintenance of the  
Mortgaged Properties, including without limitation, building permits,  
curb-cut permits, water connection permits, sewer extension or  
connection permits and other permits relating to the use of utilities,  
and permits required under the Federal Clean Air Act, as amended, the  
Federal Clean Water Act, as amended (including, without limitation a  
so-called Section 404 Permit"), and by state law or regulations  
consistent with the requirements of said Acts, have been validly issued  
by the appropriate governmental Persons and are now in full force and  
effect. 
 
             (f)  No Required Real Property Consents, Permits, Etc. The  
Borrower has received no notices of, nor has any knowledge of, any  
Permits, utility installations and connections (including, without  
limitation, drainage facilities, curb cuts and street openings), or  
private consents required for the maintenance, operation, servicing and  
use of the Mortgaged Properties for their current use which have not  
been granted, effected, or performed and completed (as the case may be)  
or any fees or charges therefor which have not been fully paid. 
 
             (g)  Suits; Judgments.  There are no outstanding material  
notices, suits, orders, decrees or judgments relating to zoning,  
building use and occupancy, subdivision control, fire protection,  
health, sanitation, or other violations affecting, against, or with  
respect to, the Mortgaged Properties or any part thereof. 
 
             (h)  Insurance.  The Borrower has not received any notices  
from any insurer or its agent requiring performance of any work with  
respect to the Mortgaged Properties or canceling or threatening to  
cancel any policy of insurance. 
 
             (i)  Real Property Taxes; Special Assessments.  There are  
no unpaid or outstanding real estate or other taxes or assessments on or  
against the Mortgaged Properties or any part thereof which are payable  
by Borrower or tenants (except only real estate taxes not yet due and  
payable). There are no betterment assessments or other special  
assessments presently pending with respect to any portion of the  
Mortgaged Properties, and Borrower has received no notice of any such  
special assessment being contemplated. 
 
             (j)  Historic Status.  The Buildings are not historic  
structures or landmarks, and the Mortgaged Properties are not within any  
historic district pursuant to any federal, state or local law or  
governmental regulation. 
 
             (k)  Domain.  There are no pending eminent domain  
proceedings against the Mortgaged Properties or any part thereof, and,  
to the Borrower's knowledge, no such proceedings are presently  
threatened or contemplated by any taking authority. 
 
             (l)  Leases.  A rent roll with respect to all Leases of any  
portion of the Mortgaged Properties (current as of the date set forth  
thereon) is accurate and completely set forth in Schedule 6.22(1) as the  
same shall be supplemented each fiscal quarter by a certificate signed  
by an authorized officer of Borrower. The Leases reflected on such rent  
roll constitute the sole and complete agreements and understandings  
relating to leasing or licensing of space in the Buildings or otherwise  
at the Mortgaged Properties. The Borrower has delivered to the Agent a  
true and complete copy of all Major Leases. There are no occupancies,  
rights, privileges or licenses in or to the Buildings or any other part  
of the Mortgaged Properties other than pursuant to the Leases reflected  
on the rent roll set forth in Schedule 6. 22(1). Except as set forth in  
Schedule 6.22(1) the Leases reflected on the Schedule 6.22(1) rent roll  
are in full force and effect, in accordance with their respective terms,  
without any payment default or any other material default thereunder,  
nor are there any defenses, counterclaims, offsets, concessions or  
rebates available to any tenant thereunder, and the Mortgagor has not  
given or made, or received, any notice of default, or any material  
claim, which remains uncured or unsatisfied, with respect to any of the  
Major Leases and, to the best of the Borrower's knowledge there is no  
basis for any such claim or notice of default by any tenant. The  
Schedule 6.22(1) rent roll accurately and completely sets forth all  
rents payable by tenants, no tenant having paid more than one month's  
rent in advance. All tenant improvements or work to be done, furnished  
or paid for by the landlord, or credited or allowed to a tenant, for, or  
in connection with, the Buildings pursuant to any Lease has been  
completed and paid for, or provided for in a manner satisfactory to the  
Agent, or will be paid for by the Borrower in the ordinary course of the  
Borrower's business. No leasing, brokerage or like commissions, fees or  
payments are due from the Borrower in respect of the Leases, or will be  
paid for by the Borrower in the ordinary course of the Borrower's  
business. Except as set forth on the Schedule 6.22(1) rent roll, all  
tenants under all Leases are in occupancy and operating the premises  
covered by such Leases within the permitted uses under such Leases. 
 
             (m)  Service Agreements.  Except as listed on Schedule 6.22  
(m), there are no Service Agreements relating to the operation and  
maintenance of the Mortgaged Properties or any part thereof except  
Service Agreements which may be terminated at the owner's option upon  
not more than 60 days advance notice.  To the best of Borrower's  
knowledge, there are no claims or any bases for claims in respect of the  
Mortgaged Properties or their operation by any party to any Service  
Agreement. 
 
             (n)  Other Material Real Property Agreements; No Options.   
Except as listed on Schedule 6.22(n), there are no material agreements  
pertaining to the Mortgaged Properties or the operation or maintenance  
thereof other than as described in this Agreement (including the  
Schedules hereto) or otherwise disclosed in writing to the Agent by the  
Borrower, and no person or entity has any right or option to acquire any  
of the Mortgaged Properties or any portion thereof or interest therein  
or lease any portion thereof or additional portion thereof or provide  
services thereat. 
 
7.    AFFIRMATIVE COVENANTS OF THE BORROWER.  Borrower covenants and  
agrees as follows, so long as any Loan or Note is outstanding or the  
Banks have any obligations to make Loans: 
 
      7.1.   Punctual Payment.  The Borrower will unconditionally duly  
and punctually pay the principal and interest on the Loans and all other  
amounts provided for in the Note, this Agreement, and the other Loan  
Documents all in accordance with the terms of the Note, this Agreement  
and the other Loan Documents. 
 
      7.2.   Maintenance of Office.  The Borrower will maintain its  
chief executive office in Malvern, Pennsylvania or at such other place  
in the United States Of America as the Borrower shall designate upon  
written notice to the Agent to be delivered within fifteen (15) days of  
such change, where notices, presentations and demands to or upon the  
Borrower in respect of the Loan Documents may be given or made. 
 
      7.3.   Records and Accounts.  The Borrower will keep true and  
accurate records and books of account in which full, true and correct  
entries will be made in accordance with generally accepted accounting  
principles. 
 
      7.4.   Financial Statements, Certificates and Information.  The  
Borrower will deliver to each of the Banks: 
 
             (a)  as soon as practicable, but in any event not later  
than ninety (90) days after the end of each fiscal year of the Borrower,  
the audited balance sheet of the Company at the end of such year, and  
the related audited statement of income, statement of changes in  
shareholders, equity and statement of Funds From Operations and taxable  
income for such year, each setting forth in comparative form the figures  
for the previous fiscal year and all such statements to be in reasonable  
detail, prepared in accordance with generally accepted accounting  
principles on a consolidated basis including the Borrower and the  
Related Companies, and accompanied by an auditor's report prepared  
without qualification by Ernst & Young or by another independent  
certified public accountant reasonably acceptable to the Agent; 
 
             (b)  as soon as practicable, but in any event not later  
than forty-five (45) days after the end of each of the first three (3)  
fiscal quarters of the Borrower, copies of the unaudited balance sheets  
of the Borrower and of the Company as at the end of such quarter, and  
the related unaudited statement of income, statement of changes in  
shareholders' equity and statement of Funds From Operations and  
estimated taxable income for the portion of the Borrower's fiscal year  
then elapsed, all in reasonable detail and prepared in accordance with  
generally accepted accounting principles, together with a certification  
by the principal financial or accounting officer of the Company that the  
information contained in such financial statements fairly presents the  
financial position of the Borrower and of the Company on the date  
thereof (subject to year-end adjustments); provided, however, that for  
so long as the Borrower and the Company are filing form 10-Q with the  
SEC, the delivery of a copy thereof pursuant to paragraph (f) of this  
7.4 shall be deemed to satisfy this paragraph (b); 
 
             (c)  as soon as practicable, but in any event not later  
than forty-five (45) days after the end of each of the fiscal quarters  
of the Borrower, copies of a statement of the Net Operating Income for  
such fiscal quarter for each Mortgaged Property, prepared on a basis  
consistent with the statements furnished pursuant to 6.4 (c) , and  
certified by a Responsible Officer of the Company; 
 
             (d)  as soon as practicable, but in any event no later than  
forty-five (45) days after the end of each fiscal quarter of the  
Borrower, the Borrower will provide the Agent with , for each of the  
Mortgaged Properties a rent roll dated as of the end of such fiscal  
quarter in form reasonably satisfactory to the Agent; 
 
             (e)  simultaneously with the delivery of the financial  
statements referred to in subsections (a) and (b) above, a statement in  
the form of Exhibit C hereto signed by a Responsible Officer of the  
Company and setting forth in reasonable detail computations evidencing  
compliance with the covenants contained herein and (if applicable)  
reconciliations to reflect changes in generally accepted accounting  
principles since the Balance Sheet Date; 
 
             (f)  as soon as practicable, but in any event not later  
than ninety (90) days after the end of each fiscal year of the Company,  
copies of the Form 10-K statement filed with the Securities and Exchange  
Commission ("SEC") for such fiscal year, and as soon as practicable, but  
in any event not later than forty-five (45) days after the end of each  
fiscal quarter, copies of the Form 10-Q statement filed with the SEC for  
such fiscal quarter, provided that in either case if the SEC has granted  
an extension for the filing of such statements, Borrower shall deliver  
such statements to the Agent simultaneously with the filing thereof with  
the SEC; 
 
             (g)  promptly following the filing or mailing thereof,  
copies of all other material of a financial nature filed with the SEC or  
sent to the shareholders of the Company or to the limited partners of  
the Borrower and copies of all press releases promptly upon the issuance  
thereof; 
 
             (h)  from time to time such other financial data and  
information (including accountants' management letters) as the Agent may  
reasonably request; 
 
      7.5.   Notices. 
 
             (a)  Defaults.  The Borrower will promptly notify the Agent  
in writing of the occurrence of any Default or Event of Default. If any  
Person shall give any notice or take any other action in respect of a  
claimed default (whether or not constituting a Default or an Event of  
Default under this Agreement) under any note, evidence of Indebtedness,  
indenture or other obligation to which or with respect to which the  
Borrower, Guarantor or any of the Related Companies is a party or  
obligor, whether as principal or surety, and if the principal amount  
thereof exceeds $5,000,000, and such default would permit the holder of  
such note or obligation or other evidence of Indebtedness to accelerate  
the maturity thereof, the Borrower shall forthwith give written notice  
thereof to the Agent and each of the Banks, describing the notice or  
action and the nature of the claimed default. 
 
             (b)  Environmental Events.  The Borrower will promptly  
notify the Agent in writing of any of the following events: (i) upon  
Borrower's obtaining knowledge of any violation of any Environmental Law  
regarding a Mortgaged Property or any Real Estate or Borrower's  
operations which violation could have a Material Adverse Effect; (ii)  
upon Borrower's obtaining knowledge of any potential or known Release,  
or threat of Release, of any Hazardous Substance at, from, or into a  
Mortgaged Property or any Real Estate which it reports in writing or is  
reportable by it in writing to any governmental authority and which is  
material in amount or nature or which could materially affect the value  
of such Mortgaged Property or which could have a Material Adverse  
Effect; (iii) upon Borrower's receipt of any notice of violation of any  
Environmental Laws or of any Release or threatened Release of Hazardous  
Substances, including a notice or claim of liability or potential  
responsibility from any third party (including without limitation any  
federal, state or local governmental officials) and including notice of  
any formal inquiry, proceeding, demand, investigation or other action  
with regard to (A) Borrower's or any Person's operation of a Mortgaged  
Property or any Real Estate if the same would have a Material Adverse  
Effect, (3) contamination on, from or into a Mortgaged Property or any  
Real Estate if the same would have a Material Adverse Effect, or (C)  
investigation or remediation of off-site locations at which Borrower or  
any of its predecessors are alleged to have directly or indirectly  
disposed of Hazardous Substances; or (iv) upon Borrower's obtaining  
knowledge that any expense or loss has been incurred by such  
governmental authority in connection with the assessment, containment,  
removal or remediation of any Hazardous Substances with respect to which  
Borrower, Guarantor or any of the Related Companies may be liable or for  
which a lien may be imposed on a Mortgaged Property. 
 
             (c)  Notification of Claims Against Collateral.  The  
Borrower will, immediately upon becoming aware thereof, notify the Agent  
in writing of any setoff, claims (including, with respect to any of the  
Mortgaged Properties, environmental claims), withholdings or other  
defenses which could have a Material Adverse Effect. 
 
             (d)  Notice of Litigation and Judgments.  The Borrower will  
give notice to the Agent in writing within fifteen (15) days of becoming  
aware of any litigation or proceedings threatened in writing or any  
pending litigation and proceedings affecting any of the Mortgaged  
Properties or affecting the Borrower, Guarantor or any of the Related  
Companies or to which the Borrower, Guarantor or any of the Related  
Companies is or is to become a party involving an uninsured claim (or as  
to which the insurer reserves rights) against the Borrower, Guarantor or  
any of the Related Companies that at the time of giving of notice could  
reasonably be expected to have a Materially Adverse Effect, and stating  
the nature and status of such litigation or proceedings. The Borrower  
will give notice to the Agent, in writing, in form and detail  
satisfactory to the Agent, within ten (10) days of any judgment not  
covered by insurance, final or otherwise, against the Borrower in an  
amount in excess of $1,000,000. 
 
             (e)  Notice of Default under Major Leases.  The Borrower  
will immediately notify the Agent in writing of the occurrence of any  
failure of any of the Major Tenants to materially comply with any of the  
material terms, covenants, conditions or agreements under any of the  
Major Leases. 
 
      7.6.   Existence; Maintenance of REIT Status; Maintenance of  
Properties.  The Company will do or cause to be done all things  
necessary to preserve and keep in full force and effect its existence as  
a Maryland trust and its status as a self administered real estate  
investment trust under the Code and the existence of Borrower as a  
Pennsylvania limited partnership. The Borrower will do or cause to be  
done all things necessary to preserve and keep in full force all of its  
rights and franchises which in the judgment of the Borrower may be  
necessary to properly and advantageously conduct the businesses being  
conducted by it, the Company or any of the Related Companies. The  
Borrower (a) will cause all of the properties used or useful in the  
conduct of the business of Borrower, the Company or any of the Related  
Companies to be maintained and kept in good condition, repair and  
working order and supplied with all necessary equipment, (b) will cause  
to be made all necessary repairs, renewals, replacements, betterments  
and improvements thereof, all as in the judgment of the Borrower may be  
necessary so that the business carried on in connection therewith may be  
properly and advantageously conducted at all times, and (c) will  
continue to engage primarily in the businesses now conducted by it and  
in related businesses. 
 
      7.7.   Insurance.  The Borrower will maintain insurance on the  
Mortgaged Properties as required by the Security Deeds. With respect to  
other properties and businesses of Borrower, the Guarantors and the  
Related Companies, the Borrower will maintain or cause to be maintained  
insurance with financially sound and reputable insurers against such  
casualties and contingencies as shall be in accordance with the general  
practices of businesses engaged in similar activities in similar  
geographic areas and in amounts, containing such terms, in such forms  
and for such periods as may be reasonable and prudent. 
 
      7.8.   Taxes.  The Borrower will pay real estate taxes, other  
taxes, assessments and other governmental charges against the Mortgaged  
Properties before the same become delinquent, and will duly pay and  
discharge, or cause to be paid and discharged, before the same shall  
become overdue, all taxes, assessments and other governmental charges  
imposed upon it and its other properties, sales and activities, or any  
part thereof, or upon the income or profits therefrom, as well as all  
claims for labor, materials, or supplies that if unpaid might by law  
become a lien or charge upon any of its properties; provided that any  
such tax, assessment, charge, levy or claim with respect to properties  
other than the Mortgaged Properties need not be paid if the validity or  
amount thereof shall currently be contested in good faith by appropriate  
proceedings and if the Borrower shall have set aside on its books  
adequate reserves with respect thereto; and provided further that the  
Borrower will pay all such taxes, assessments, charges, levies or claims  
forthwith upon the commencement of proceedings to foreclose any lien  
that may have attached as security therefor. Promptly after payment of  
real estate taxes, other taxes, assessments and other governmental  
charges against the Mortgaged Properties, Borrower will provide evidence  
of such payments to the Agent, in the form of receipted tax bills or  
other form reasonably acceptable to the Agent. Notwithstanding anything  
contained herein to the contrary, with respect to the Mortgaged  
Properties, Borrower, after receipt of notice from the Agent (which  
notice may be given by the Agent at any time after the occurrence of an  
Event of Default) , shall deposit with Agent, on the first day of each  
month thereafter, a sum determined by Agent to be sufficient to provide,  
in the aggregate, a fund adequate to pay all real estate taxes, other  
taxes, assessments and other governmental charges against the Mortgaged  
Properties at least ten (10) days before the same becomes delinquent;  
and whenever the Agent determines sums accumulated under such escrow to  
be insufficient to meet the obligations for which such deposits were  
made, the Borrower shall pay, on the demand of the Agent, any amount  
required to cover the deficiency therein. 
 
      7.9.   Inspection of Properties and Books.  The Borrower shall  
permit the Banks, through the Agent or any of the Banks' other  
designated representatives, to visit and inspect any of the Mortgaged  
Properties, to examine the books of account of the Borrower, the Company  
and the Related Companies (and to make copies thereof and extracts  
therefrom) and to discuss the affairs, finances and accounts of the  
Borrower with, and to be advised as to the same by, its officers, all at  
such reasonable times and intervals as the Agent or any Bank may  
reasonably request. 
 
      7.10.  Compliance with Laws, Contracts, Licenses, and Permits.   
The Borrower will comply, and will cause each Guarantor and all Related  
Companies to comply, with (a) all applicable laws and regulations now or  
hereafter in effect wherever its business is conducted, including all  
Environmental Laws, (b) the provisions of all applicable partnership  
agreements, charter documents and by-laws, (c) all agreements and  
instruments to which it is a party or by which it or any of its Real  
Estate Assets may be bound including the Leases, and (d) all applicable  
decrees, orders, and judgments except (with respect to (a) through (d)  
above) to the extent such non-compliance would not have a Material  
Adverse Effect. If at any time any Permit from any governmental Person  
shall become necessary or required in order that the Borrower or any  
Guarantor may fulfill or be in compliance with any of its obligations  
hereunder or under any of the Loan Documents, the Borrower will  
immediately take or cause to be taken all reasonable steps within the  
power of the Borrower to obtain such authorization, consent, approval,  
permit or license and furnish the Agent and the Banks with evidence  
thereof. 
 
      7.11.  Use of Proceeds.  Subject to the provisions of 2.5 hereof,  
the proceeds of the Loans shall be used by the Borrower for Permitted  
Acquisitions, Permitted Build-to-Suit Developments and Permitted  
Developments, working capital and other purposes consistent with the  
covenants contained herein. 
 
      7.12.  Appraisals.  The Appraised Values of the Mortgaged  
Properties, including the Appraised Values of Additional Properties  
determined pursuant to Appraisals approved by the Requisite Banks  
pursuant to 10. 14 and 5.4(b), may increase or decrease only upon the  
approval by the Requisite Banks of a new or updated Appraisal of such  
Mortgaged Property. The Agent shall order a new or updated Appraisal of  
a Mortgaged Property (i) promptly following a written request from the  
Borrower, (ii) at any time with respect to any Mortgaged Property if the  
occupied percentage of the gross leasable area of the Buildings on such  
Mortgaged Property for two (2) consecutive fiscal quarters is more than  
20 percentage points lower than the occupancy percentage shown on the  
rent roll for such Mortgaged Property attached as Schedule 6.22(l)  
hereto, (iii) on a date which is approximately 24 months after the date  
of the most recent Appraisal of such Mortgaged Property, and (iv)  
following an Event of Default, if requested by any Bank. The Borrower  
shall provide to the Agent all available information needed to assist in  
the preparation of an Appraisal and shall pay to the Agent on demand all  
reasonable costs of all such Appraisals. 
 
      7.13.  Leases; Lease Approvals.  The Borrower will at all times  
exercise or enforce its material rights under the Leases. The Agent  
shall have the right, and the Borrower hereby authorizes the Agent, to  
communicate directly with any of the tenants or guarantors solely for  
the purpose of verifying any information delivered to the Agent by the  
Borrower concerning the tenants or guarantors, the Buildings, or the  
Leases provided that during the continuance of a Default or Event of  
Default the Agent may contact any tenant or guarantor for any purpose  
contemplated by this Agreement or any of the Security Documents. In the  
event that any of the Leases is terminated, the Borrower will take or  
cause to be taken all steps within the power of the Borrower to market  
and lease the untenanted rentable area of the Buildings. Any proposed  
lease which would be a Major Lease shall be submitted to and approved by  
the Agent prior to execution, along with the most recent financial  
statements of such proposed tenant and any guarantor.  The Borrower will  
not materially adversely amend, terminate, or accept a surrender of any  
Major Lease or release any Major Tenant or waive the material  
performance of a Major Lease by a Major Tenant, in each case without  
prior approval of the Agent. 
 
      7.14.  Further Assurance.  The Borrower will cooperate with the  
Agent and the Banks and execute such further instruments and documents  
and perform such further acts as the Agent and the Banks shall  
reasonably request to carry out to their satisfaction the transactions  
contemplated by this Agreement and the other Loan Documents and the  
granting and perfecting of all liens in the Collateral for the benefit  
of the Agent as agent for the Banks. 
 
      7.15.  Environmental Indemnification.  The Borrower covenants and  
agrees that it will indemnify and hold the Agent and each Bank harmless  
from and against any and all claims, expense, damage, loss or liability  
incurred by the Agent or any Bank (including all reasonable costs of  
legal representation incurred by the Agent or any Bank, but excluding,  
as applicable, for the Agent or a Bank any claim, expense, damage, loss  
or liability as a result of the gross negligence or willful misconduct  
of the Agent or such Bank) relating to (a) any Release or threatened  
Release of Hazardous Substances on any Mortgaged Property or any Real  
Estate; (b) any violation of any Environmental Laws with respect to  
conditions at any Mortgaged Property or any Real Estate or the  
operations conducted thereon; or (c) the investigation or remediation of  
off-site locations at which the Borrower or its predecessors are alleged  
to have directly or indirectly disposed of Hazardous Substances. It is  
expressly acknowledged by the Borrower that this covenant of  
indemnification shall survive any foreclosure or any modification,  
release or discharge of any or all of the Security Documents or the  
payment of the Loans and shall inure to the benefit of the Agent and the  
Banks, and their successors and assigns. 
 
      7.16.  Response Actions.  The Borrower covenants and agrees that  
if any Release or disposal of Hazardous Substances shall occur or shall  
have occurred on any Mortgaged Property or any other Real Estate if the  
same would have a Material Adverse Effect, the Borrower will cause the  
prompt containment and removal of such Hazardous Substances and  
remediation of such Mortgaged Property or Real Estate as necessary to  
comply with all Environmental Laws or to preserve the value of such  
Mortgaged Property or Real Estate to the extent necessary to avoid a  
Material Adverse Effect. 
 
      7.17.  Environmental Assessments.  The Borrower shall diligently  
and continuously comply with all recommendations set forth in the  
Environmental Reports to the extent the Borrower's failure to do so  
would result in a Material Adverse Effect.  If the Agent in its good  
faith judgment, after discussion with the Borrower, has reason to  
believe that the environmental condition of any Mortgaged Property has  
deteriorated, after reasonable notice by the Agent, whether or not a  
Default or an Event of Default shall have occurred, the Agent may, from  
time to time, for the purpose of assessing and ensuring the value of  
such Mortgaged Property, obtain one or more environmental assessments or  
audits of such Mortgaged Property prepared by a hydrogeologist, an  
independent engineer or other qualified consultant or expert approved by  
the Agent to evaluate or confirm (i) whether any Hazardous Substances  
are present in the soil or water at such Mortgaged Property and (ii)  
whether the use and operation of such Mortgaged Property complies with  
all Environmental Laws. Environmental assessments may include without  
limitation detailed visual inspections of such Mortgaged Property  
including, without limitation, any and all storage areas, storage tanks,  
drains, dry wells and leaching areas, and the taking of soil samples,  
surface water samples and ground water samples, as well as such other  
investigations or analyses as the Agent deems appropriate. All such  
environmental assessments shall be at the sole cost and expense of the  
Borrower; provided, however, the Agent may not require environmental  
assessments at the Borrower's expense, with respect to any Mortgaged  
Property, more frequently than annually except (i) during the  
continuance of an Event of Default or (ii) upon the occurrence of a  
Release on any Mortgaged Property. 
 
      7.18.  Employee Benefit Plans. 
 
             (a)  Representation.  The Borrower and its ERISA Affiliates  
do not currently maintain or contribute to any Employee Benefit Plan,  
Guaranteed Pension Plan or Multiemployer Plan. 
 
             (b)  Notice.  The Borrower will obtain the consent of the  
Agent prior to the establishment of any Employee Benefit Plan or  
Guaranteed Pension Plan by the Borrower or any ERISA Affiliate. 
 
             (c)  In General.  Each Employee Benefit Plan maintained by  
the Borrower or any ERISA Affiliate will be operated in compliance in  
all material respects with the provisions of ERISA and, to the extent  
applicable, the Code, including but not limited to the provisions  
thereunder respecting prohibited transactions. 
 
             (d)  Terminability of Welfare Plans.  With respect to each  
Employee Benefit Plan maintained by the Borrower or an ERISA Affiliate  
which is an employee welfare benefit plan within the meaning of 3(1) or  
3(2)(B) of ERISA, the Borrower, or the ERISA Affiliate, as the case may  
be, has the right to terminate each such plan at any time (or at any  
time subsequent to the expiration of any applicable bargaining  
agreement) without liability other than liability to pay claims incurred  
prior to the date of termination. 
 
             (e)  Multiemployer Plans.  Without the consent of the  
Agent, the Borrower will not enter into, maintain or contribute to, any  
multiemployer Plan. 
 
             (f)  Unfunded or Underfunded Liabilities.  The Borrower  
will not, at any time, have accruing unfunded or underfunded liabilities  
with respect to any Employee Benefit Plan, Guaranteed Pension Plan or  
Multiemployer Plan, or permit any condition to exist under any  
Multiemployer Plan that would create a withdrawal liability. 
 
      7.19   Required Interest Rate Contracts.  If the Maturity Date is  
extended pursuant to 3.1(b) commencing on December 13, 1997 and  
thereafter until all Loans are paid in full and the Banks have no  
further obligation to make Loans hereunder, the Borrower shall maintain  
in effect the Required Interest Rate Contracts in form reasonably  
satisfactory to the Agent. 
 
8.    CERTAIN NEGATIVE COVENANTS OF THE BORROWER.  The Borrower  
covenants and agrees as follows, so long as any Loan or Note is  
outstanding or the Banks have any obligation to make any Loans: 
 
      8.1    Restrictions on Indebtedness.  Except with the prior  
written consent of the Requisite Banks, the Borrower will not, and the  
Borrower will not permit any Guarantor, any of the Related Companies or  
any Permitted Joint Venture to create, incur, assume, guarantee or  
become or remain liable, contingently or otherwise, or agree not to do  
any of same with respect to any Indebtedness other than: 
 
             (a)  Indebtedness to the Banks arising under any of the  
Loan Documents; 
 
             (b)  current liabilities of the Borrower incurred in the  
ordinary course of business but not incurred through (i) the borrowing  
of money, or (ii) the obtaining of credit except for credit on an open  
account basis customarily extended and in fact extended in connection  
with normal purchases of goods and services; 
 
             (c)  Indebtedness in respect of taxes, assessments,  
governmental charges or levies and claims for labor, materials and  
supplies to the extent that payment therefor shall not at the time be  
required to be made in accordance with the provisions of 7.8; 
 
             (d)  Indebtedness in respect of judgments or awards that  
have been in force for less than the applicable period for taking an  
appeal so long as execution is not levied thereunder or in respect of  
which the Borrower shall at the time in good faith be prosecuting an  
appeal or proceedings for review and in respect of which a stay of  
execution shall have been obtained pending such appeal or review; 
 
             (e)  endorsements for collection, deposit or negotiation  
and warranties of products or services, in each case incurred in the  
ordinary course of business; 
 
             (f) Indebtedness of Borrower, the Company or the Related  
Companies to the extent the same does not create a violation of 9.3,  
9.5, 9.6 or 9.7. 
 
      8.2.   Restrictions on Liens, Etc.  The Borrower will not, and  
will not permit Guarantor, any of the Related Companies or any Permitted  
Joint Venture to, (a) create or incur or agree not to create or incur or  
suffer to be created or incurred or to exist any lien, encumbrance,  
mortgage, pledge, charge, restriction or other security interest of any  
kind upon any of the Mortgaged Property of any character whether now  
owned or hereafter acquired, or upon the rents, income or profits  
therefrom; (b) suffer to exist for a period of more than thirty (30)  
days after the same shall have been incurred any Indebtedness (not  
permitted by 8.1(c)) or claim or demand against it that if unpaid might  
by law or upon bankruptcy or insolvency, or otherwise, be given any  
priority whatsoever over the Security Documents; or (c) sell, assign,  
pledge or otherwise transfer any rents, issues, profits, accounts,  
contract rights or general intangibles relating to any of the Mortgaged  
Premises; provided that the Borrower may create or incur or suffer to be  
created or incurred or to exist: 
 
             (i)    liens to secure taxes, assessments and other  
governmental charges in respect of obligations not overdue, the  
Indebtedness with respect to which is permitted by 8.1(c); 
 
             (ii)   deposits or pledges made in connection with, or to  
secure payment of, workmen's compensation, unemployment insurance, old  
age pensions or other social security obligations; 
 
             (iii)  liens in respect of judgments or awards, the  
Indebtedness with respect to which is permitted by 8.1(d); 
 
             (iv)   liens of carriers, warehousemen, mechanics and  
materialmen, and other like liens on properties other than the Mortgaged  
Properties in existence less than 120 days from the date of creation  
thereof in respect of obligations not overdue, the Indebtedness with  
respect to which is permitted by 8.1(c); 
 
             (v)    encumbrances consisting of easements, rights of way,  
covenants, restrictions on the use of real property and defects and  
irregularities in the title thereto; and other minor liens or  
encumbrances none of which in the opinion of the Borrower interferes  
materially with the use of the property affected in the ordinary conduct  
of the business of the Borrower, and which matters (x) do not  
individually or in the aggregate have a materially adverse effect on the  
value of the Mortgaged Property and (xx) do not make title to such  
property unmarketable by the conveyancing standards in effect where such  
property is located; 
 
             (vi)   any Leases permitted by this Agreement or otherwise  
approved by the Agent; 
 
             (vii)  presently outstanding liens and other encumbrances  
on the Mortgaged Properties listed on Schedule B to the Title Policies;  
and 
 
             (viii) liens in favor of the Agent and/or any of the Banks  
granted pursuant to the Security Documents. 
 
      8.3.   Restrictions on Investments.  The Borrower will not, and  
will not permit Guarantor, any of the Related Companies or any Permitted  
Joint Venture to make or permit to exist or to remain outstanding any  
Investment except Investments in: 
 
             (a)  marketable direct or guaranteed obligations of the  
United States of America that mature within one (1) year from the date  
of purchase by the Borrower; 
 
             (b)  demand deposits, certificates of deposit, bankers  
acceptances and time deposits of United States banks having total assets  
in excess of $1,000,000,000; 
 
             (c)  securities commonly known as "commercial paper" issued  
by a corporation organized and existing under the laws of the United  
States of America or any state thereof that at the time of purchase have  
been rated and the ratings for which are not less than " P 1 " if rated  
by Moody's Investors Services, Inc. , and not less than "A 1" if rated  
by Standard and Poor's; 
 
             (d)  Investments existing or contemplated on the date  
hereof and listed on Schedule 8.3(d) hereto; 
 
             (e)  Investments made in the ordinary course of the  
Borrower's business, in (i) mortgages and notes receivable, (ii)  
Permitted Joint Ventures (to the extent permitted by 8.4(a)), or (iii)  
undeveloped land; 
 
             (f)  Investments in Permitted Acquisitions; 
 
             (g)  Investments in Permitted Developments which shall not  
exceed 25% of Total Assets; provided that within said aggregate limit  
Investments in Permitted Developments which are not Permitted Build-to- 
Suit Developments shall not exceed 15% of Total Assets.  
 
      8.4.   Merger, Consolidation and Disposition of Properties. 
 
             (a)  The Borrower will not, and will not permit the  
Company, any of the Related Companies or any Permitted Joint Venture to  
(i) become a party to any merger or consolidation, or (ii) agree to or  
effect any property acquisition or stock acquisition (other than  
Permitted Acquisitions in compliance with the other terms of this  
Agreement) , or (iii) enter into any joint venture or invest in any  
Permitted Joint Venture unless prior to such transaction the Borrower  
has provided the Agent with a notice describing such transaction and, if  
the reasonably expected financial impact on the Borrower as reflected on  
its balance sheet arising from all transactions described in this 8.4(a)  
shall exceed 15% of Total Assets, the Borrower shall have obtained the  
prior consent of the Agent provided, however, that this paragraph shall  
not be applicable to mergers or transfers among the Borrower's wholly- 
owned subsidiaries other than Guarantors. The Company will not acquire  
or own any material assets other than its partnership interest in  
Borrower. 
 
             (b)  Neither the Borrower nor any Guarantor will become a  
party to or agree to or effect any disposition of the Collateral without  
obtaining the prior written consent of the Agent.  Real Estate Assets  
other than the Mortgaged Properties may be sold or transferred except  
that to the extent the aggregate sales price of all such dispositions  
during any fiscal quarter shall exceed $30,000,000, prior to such sale  
or transfer, the Borrower shall provide a statement in the form of  
Exhibit C hereto signed by a Responsible Officer of the Company and  
setting forth in reasonable detail computations evidencing compliance  
with the financial covenants contained in 9 after giving effect to such  
proposed transfer and all liabilities, fixed or contingent, pursuant  
thereto. 
 
      8.5.   Sale and Leaseback.  The Borrower will not enter into any  
arrangement, directly or indirectly, whereby the Borrower shall sell or  
transfer any property owned by it in order then or thereafter to lease  
such property or lease other property that the Borrower intends to use  
for substantially the same purpose as the property being sold or  
transferred. The Borrower will not permit the Company, any of the  
Related Companies or any Permitted Joint Venture to enter into any such  
arrangement. 
 
      8.6.  Compliance with Environmental Laws.  The Borrower will not  
do, and will not permit the Company, any of the Related Companies or any  
Permitted Joint Venture to do, any of the following: (a) use any of the  
Real Estate or any portion thereof as a facility for the handling,  
processing, storage or disposal of Hazardous Materials except for  
immaterial amounts of Hazardous Materials used in the routine  
maintenance and operation of the Real Estate and in compliance with  
applicable law, (b) cause or permit to be located on any of the Real  
Estate any underground tank or other underground storage receptacle for  
Hazardous Materials except in material compliance with Environmental  
Laws, (c) generate any Hazardous Materials on any of the Real Estate  
except in material compliance with Environmental Laws, or (d) conduct  
any activity at any Real Estate or use any Real Estate in any manner so  
as to cause a Release. 
 
      8.7.   Distributions.  Borrower shall not permit the total  
Distributions by it and the Company during any fiscal year to exceed the  
Funds from Operations for such year except that such limitation may be  
exceeded to the extent necessary for the Company to maintain its REIT  
status provided that the Company provides the Agent with a letter from  
its accountants or attorneys setting forth the basis for computation of  
the amount of such necessary excess Distributions.  During any period  
when any Default or Event of Default has occurred and is continuing  
total Distributions by the Borrower and the Company will not exceed the  
minimum amount necessary for the Company to maintain its REIT status. 
 
      8.8.   Leases. The Borrower will not materially amend, supplement  
or otherwise materially modify, or terminate or cancel, or accept the  
surrender of, or grant any material concessions to or waive the material  
performance of any of the Major Tenants under the Major Leases without  
the prior approval of the Agent. 
 
9.    FINANCIAL COVENANTS OF THE BORROWER.  The Borrower covenants and  
agrees as follows, so long as any Loan or Note is outstanding or any  
Bank has any obligation to make any Loan: 
 
      9.1.   Appraised Value.  The Borrower will not at any time permit  
the outstanding principal amount of the Loans to exceed seventy percent  
(70%) of the Appraised Value of the Mortgaged Properties. 
 
      9.2.   Minimum Debt Service Coverage.  The Borrower will not at  
any time permit the outstanding principal amount of the Loans to exceed  
an amount such that: (a) the aggregate of the Net Operating Income for  
all of the Mortgaged Properties, divided by (b) Pro Forma Debt Service  
Charges for the Mortgaged Properties would be less than 1.25 for any  
fiscal quarter of Borrower. 
 
      9.3.   Total Liabilities to Total Assets.  The Borrower will not  
at any time permit Total Liabilities at the end of any fiscal quarter to  
exceed sixty percent (60%) of Total Assets. 
 
      9.4.   Minimum Tangible Net Worth.  The Borrower will not at any  
time permit the Tangible Net Worth of either the Borrower or Guarantor  
to be less than $300,000,000 plus 75% of Net Offering Proceeds. 
 
      9.5.   Total Operating Cash Flow to Interest Expense.  The  
Borrower will not permit the ratio of its Total Operating Cash Flow to  
Interest Expense to be less than 1.7 to 1.0 for any fiscal quarter. 
 
      9.6.   Total Operating Cash Flow to Senior Interest Expense.  The  
Borrower will not permit the ratio of its Total Operating Cash Flow to  
Senior Interest Expense to be less than 2.5 to 1.0 for any fiscal  
quarter. 
 
      9.7.   EBITDA to Fixed Charges.  The Borrower will not permit the  
ratio of its EBITDA to Fixed Charges to be less than 1.6 to 1.0 for any  
fiscal quarter. 
 
10.   CONDITIONS TO EFFECTIVENESS.  This Agreement shall become  
effective when each of the following conditions precedent have been  
satisfied: 
 
      10.1.  Loan Documents.  Each of the Loan Documents shall have been  
duly executed and delivered by the respective parties thereto, shall be  
in full force and effect and shall be in form and substance satisfactory  
to each of the Banks. Each Bank shall have received a fully executed  
copy of each such document prior to or on the Effective Date. 
10.2. Certified Copies of Organization Documents; Good Standing  
Certificates.  The Agent shall have received (i) a Certificate of the  
Company to which there shall be attached complete copies of the  
Borrower's Limited Partnership Agreement and its Certificate of Limited  
Partnership, certified as of a recent date by the Secretary of State of  
Pennsylvania, (ii) Certificates of Good Standing for the Borrower from  
the State of Pennsylvania and each State in which a Mortgaged Property  
is located, (iii) a copy of the Company's Declaration of Trust certified  
by the Maryland Secretary of State, (iv) Certificates of Good Standing  
for the Company from the State of Maryland and each State in which a  
Mortgaged Property is located, and (v) certificates of good standing and  
certified copies of partnership agreements and certificates of limited  
partnership with respect to each of the Guarantor Subsidiaries. 
 
      10.3.  By-laws; Resolutions.  All action on the part of the  
Borrower and each Guarantor necessary for the valid execution, delivery  
and performance by the Borrower and each Guarantor of this Agreement and  
the other Loan Documents to which it is or is to become a party shall  
have been duly and effectively taken, and evidence thereof satisfactory  
to the Agent shall have been provided to the Agent. The Agent shall have  
received from the Company true copies of its by-laws and the resolutions  
adopted by its Board of Directors authorizing the transactions described  
herein, each certified by its secretary to be true and complete and in  
effect on the Effective Date. 
 
      10.4.  Incumbency Certificate; Authorized Signers.  The Agent  
shall have received from the Company an incumbency certificate, dated as  
of the Effective Date, signed by a duly authorized officer of the  
Company and giving the name and bearing a specimen signature of each  
individual who shall be authorized:  (a) to sign, in the name and on  
behalf of the Company (in its own capacity and as general partner on  
behalf of Borrower and on behalf of each Guarantor Subsidiary which is a  
partnership), each of the Loan Documents to which the Borrower or any  
Guarantor is or is to become a party; (b) to make Loan Requests and  
Conversion Requests; and (c) to give notices and to take other action on  
behalf of the Borrower under the Loan Documents. 
 
      10.5.  Opinions of Counsel Concerning Organization and Loan  
Documents.  Each of the Banks and the Agent shall have received  
favorable opinions addressed to the Banks and the Agent and dated as of  
the Effective Date, in form and substance satisfactory to the Banks and  
the Agent from Borrower's counsel, as to the matters described on  
Exhibit E, which opinion may rely on opinions from other law firms  
approved by the Agent as to matters of law applicable in the various  
states where the Mortgaged Properties are located. 
 
      10.6.  Payment of Fees.  The Borrower shall have paid to the Agent  
the fees pursuant to 4.1 and shall have paid all other expenses as  
provided in 15 hereof then outstanding. 
 
      10.7.  Validity of Liens.  The Security Documents shall be  
effective to create in favor of the Agent legal, valid and enforceable  
first priority, perfected liens and security interests in the Collateral  
covered thereby, subject only to the Permitted Liens. All filings,  
recordings, deliveries of instruments and other actions or consents  
necessary or desirable in the opinion of the Agent to grant, perfect,  
protect and preserve such liens and security interests shall have been  
duly effected. The Agent shall have received evidence thereof in form  
and substance satisfactory to the Agent. 
 
      10.8.  Survey.  The Agent shall have received Surveys of the  
Mortgaged Properties, bearing dates acceptable to the Agent, and in form  
and substance acceptable to the Agent. 
 
      10.9.  Title Insurance; Title Exception Documents.  The Agent  
shall have received the Title Policies satisfactory to the Agent,  
together with proof of payment of all fees and premiums for such  
policies. The Agent shall have received true and accurate copies of all  
documents listed as exceptions under such policies. 
 
      10.10. Major Leases.  The Agent shall have received true copies of  
the Major Leases. 
 
      10.11. Estoppel Agreements.  The Agent shall have received  
Estoppel Agreements substantially in the form of Exhibit D attached  
hereto from Tenants who lease and occupy at least 60% of the aggregate  
occupied gross leasable area of the Mortgaged Properties. 
 
      10.12. Certificates of Insurance.  The Agent shall have received  
(a) a certificate of insurance as to the insurance maintained by  
Borrower on the Mortgaged Properties (including flood insurance if  
necessary) from the insurer or an independent insurance broker dated as  
of the Effective Date, identifying insurers, types of insurance,  
insurance limits, and policy terms; (b) certified copies of all policies  
evidencing such insurance (or certificates therefor signed by tile  
insurer or an agent authorized to bind the insurer); and (c) such  
further information and certificates from Borrower, its insurers and  
insurance brokers as the Agent may reasonably request. 
 
      10.13. Hazardous Substance Assessments.  The Agent shall have  
received a hazardous waste site assessment report concerning absence of  
Hazardous Substances and asbestos on the Mortgaged Properties, dated as  
of a recent date, from environmental engineers acceptable to the Agent  
which report shall have been approved by the Agent and the Requisite  
Banks. 
 
      10.14. Evidence of Compliance with Laws and Permits.  The Agent  
shall have received final Certificates of occupancy for those portions  
of the Buildings occupied by tenants, legal opinions, certifications  
from engineers or architects and/or other evidence satisfactory to the  
Agent that all activities being conducted on the Mortgaged Properties  
which require federal, state or local Permits have been duly licensed  
and that such Permits are in full force and effect. 
 
      10.15. Appraisals.  The Agent and each of the Banks shall have  
received Appraisals dated as of a recent date in form and substance  
satisfactory to the Agent and the Requisite Banks (including  
satisfaction as to determination of Appraised Value). 
 
      10.16. Inspecting Engineers' Reports.  The Agent shall have  
received reports, addressed to Agent and the Banks or accompanied by  
reliance letters in favor of the Agent and the Banks, from third party  
inspecting engineers dated as of a date acceptable to the Agent as to  
the good structural condition of the Buildings located on the Mortgaged  
Properties, which reports shall be in form and substance satisfactory to  
the Agent provided that with respect to Mortgaged Properties constructed  
by the Borrower, in lieu of such engineers' reports the Borrower may  
provide (i) a certificate from its architect or construction project  
manager confirming that the project has been completed in accordance  
with the applicable plans, specifications and permits, (ii) a  
certificate of occupancy and (iii) an estoppel certificate from all  
tenants who have occupied such construction project confirming their  
satisfaction with the completion thereof. 
 
      10.17. UCC Lien Searches.  The Agent shall have received UCC lien  
searches of the applicable public records disclosing no conditional  
sales contracts, security agreements, chattel mortgages, leases of  
personalty, financing statements or other encumbrances which affect any  
of the Collateral other than those relating to any liens permitted  
hereby and by the Security Documents. 
 
11.   CONDITIONS TO ALL BORROWINGS.  The obligations of the Banks to  
make any Loan, whether on or after the Effective Date, shall also be  
subject to the satisfaction of the following conditions precedent: 
 
      11.1.  Representations True; No Event of Default; Compliance  
Certificate.  Each of the representations and warranties of the Borrower  
and the Company contained in this Agreement, the other Loan Documents or  
in any document or instrument delivered pursuant to or in connection  
with this Agreement shall be true as of the date as of which they were  
made and shall also be true at and as of the time of the making of such  
Loan, with the same effect as if made at and as of that time (except to  
the extent of changes resulting from transactions contemplated or  
permitted by this Agreement and the other Loan Documents and changes  
occurring in the ordinary course of business that singly or in the  
aggregate are not materially adverse, and except to the extent that such  
representations and warranties relate expressly to an earlier date); the  
Borrower shall have performed and complied with all terms and conditions  
herein required to be performed by it or prior to the Drawdown Date of  
Such Loan; and no Default or Event of Default shall have occurred and be  
continuing on the date of any Loan Request or on the Drawdown Date of  
such Loan.  Each of the Banks shall have received a Compliance  
Certificate of the Borrower signed by a Responsible Officer to such  
effect, which certificate will include, without limitation, computations  
evidencing compliance with the covenants contained in 9.1 through 9.7  
hereof after giving effect to such requested Loan. 
 
      11.2.  No Legal Impediment.  No change shall have occurred in any  
law or regulations thereunder or interpretations thereof that in the  
reasonable opinion of any Bank would make it illegal for such Bank to  
make such Loan. 
 
      11.3.  Governmental Regulation.  Each Bank shall have received  
such statements in substance and form reasonably satisfactory to such  
Bank as such Bank shall require for the purpose of compliance with any  
applicable regulations of the Comptroller of the Currency or the Board  
of Governors of the Federal Reserve System. 
 
      11.4.  Proceedings and Documents.  All proceedings in connection  
with the transactions contemplated by this Agreement, the other Loan  
Documents and all other documents incident thereto shall be reasonably  
satisfactory in substance and in form to the Agent, and the Banks shall  
have received all information and such counterpart originals or  
certified or other copies of such documents as the Agent may reasonably  
request. 
 
12.   EVENTS OF DEFAULT; ACCELERATION; ETC. 
 
      12.1.  Events of Default and Acceleration.  If any of the  
following events ("Events of Default" or, if the giving of notice or the  
lapse of time or both is required, then, prior to such notice or lapse  
of time, "Defaults") shall occur: 
 
             (a)  the Borrower shall fail to pay any principal of the  
Loans within five (5) days after the same shall become due and payable; 
 
             (b)  the Borrower shall fail to pay any interest on the  
Loans or any other sums due hereunder or under any of the other Loan  
Documents when the same shall become due and payable; 
 
             (c)  the Borrower or the Company shall fail to comply with  
any of its covenants contained in 7.5, the first sentence of 7.6, 7.7, 8  
or 9 hereof; 
 
             (d)  the Borrower or any Guarantor shall fail to perform  
any other term, covenant or agreement contained herein or in any of the  
other Loan Documents (other than those specified elsewhere in this 12)  
for thirty (30) days after written notice of such failure from Agent to  
the Borrower; 
 
             (e)  any representation or warranty of the Borrower in this  
Agreement or any of the other Loan Documents or in any other document or  
instrument delivered pursuant to or in connection with this Agreement,  
shall prove to have been false in any material respect upon the date  
when made or deemed to have been made or repeated, provided, however,  
that with respect to the representations and warranties of the Borrower  
contained in 6.2, 6.3, 6.13, 6.18 and in paragraphs (a), (c), (d), (e)  
and (f) of 6.22, if the condition or event making the representation and  
warranty false is capable of being cured by the Borrower, no enforcement  
action has been commenced against the Borrower or the applicable  
Mortgaged Property on account of such condition or event nor is the  
applicable Mortgaged Property subject to risk of forfeiture due to such  
condition or event, and the Borrower promptly commences the cure thereof  
after the Borrower's first obtaining knowledge of such condition or  
event, the Borrower shall have a period of thirty (30) days after the  
date that the Borrower first obtained knowledge of such condition or  
event during which the Borrower may cure such condition or event (or, if  
such condition or event is not reasonably capable of being cured within  
such thirty (30) day period, such additional period of time as may be  
reasonably required in order to cure such condition or event but in any  
event such period shall not exceed six (6) months from the date that the  
Borrower first obtained knowledge of such condition or event), and no  
Event of Default shall exist hereunder during such thirty (30) day or  
additional period so long as the Borrower continuously and diligently  
pursues the cure of such condition or event and the other conditions to  
such cure period have not changed; 
 
             (f)  the Borrower, the Company, any of the Related  
Companies or any Permitted Joint Venture shall fail to pay at maturity,  
or within any applicable period of grace, any Recourse Indebtedness, or  
shall fail to observe or perform any material term, covenant or  
agreement contained in any agreement by which it is bound, evidencing or  
securing Indebtedness for such period of time as would permit (assuming  
the giving of appropriate notice if required) the holder or holders  
thereof or of any obligations issued thereunder to accelerate the  
maturity thereof, and in any event, such failure shall continue for  
thirty (30) days, unless the aggregate amount of all such defaulted  
Recourse Indebtedness plus the amount of any unsatisfied judgments  
described in paragraph (i) of this 12.1 is less than $30,000,000.00; 
 
             (g)  any of the Borrower, the Company or any Guarantor  
shall make an assignment for the benefit of creditors, or admit in  
writing its inability to pay or generally fail to pay its debts as they  
mature or become due, or shall petition or apply for the appointment of  
a trustee or other custodian, liquidator or receiver of any substantial  
part of its properties or shall commence any case or other proceeding  
under any bankruptcy, reorganization, arrangement, insolvency,  
readjustment of debt, dissolution or liquidation or similar law of any  
jurisdiction, now or hereafter in effect, or shall take any action to  
authorize or in furtherance of any of the foregoing, or if any such  
petition or application shall be filed or any such case or other  
proceeding shall be commenced against any such Person and such Person  
shall indicate its approval thereof, consent thereto or acquiescence  
therein or any of the events described in this paragraph shall occur  
with respect to any other Related Company or any Permitted Joint Venture  
and such event shall have a Material Adverse Effect; 
 
             (h)  a decree or order is entered appointing any such  
trustee, custodian, liquidator or receiver or adjudicating the Borrower,  
the Company, or any Guarantor bankrupt or insolvent, or approving a  
petition in any such case or other proceeding, or a decree or order for  
relief is entered in respect of the Borrower, the Company, or any  
Guarantor in an involuntary case under federal bankruptcy laws as now or  
hereafter constituted or any of the events described in this paragraph  
shall occur with respect to any other Related Company or any Permitted  
Joint Venture and such event shall have a Material Adverse Effect; 
 
             (i)  there shall remain in force, undischarged, unsatisfied  
and unstayed, for more than thirty days, whether or not consecutive, any  
uninsured final judgment against the Borrower that, with other  
outstanding uninsured final judgments, undischarged, against the  
Borrower, the Company or any of the Related Companies plus the amount of  
any defaulted Recourse Indebtedness under paragraph (f) of this 12.1,  
exceeds in the aggregate $30,000,000.00; 
 
             (j)  if any of the Loan Documents or any material provision  
of any Loan Documents shall be unenforceable, cancelled, terminated,  
revoked or rescinded otherwise than in accordance with the terms thereof  
or with the express prior written agreement, consent or approval of the  
Agent, or any action at law, suit or in equity or other legal proceeding  
to make unenforceable, cancel, revoke or rescind any of the Loan  
Documents shall be commenced by or on behalf of the Borrower or any  
Guarantor, or any court or any other governmental or regulatory  
authority or agency of competent jurisdiction shall make a determination  
that, or issue a judgment, order, decree or ruling to the effect that,  
any one or more of the Loan Documents is illegal, invalid or  
unenforceable in accordance with the terms thereof; 
 
             (k)  the Borrower or any Guarantor shall be indicted for a  
federal crime, a punishment for which could include the forfeiture of  
any assets of the Borrower; 
 
             (l)  the Borrower shall fail to pay, observe or perform any  
term, covenant, condition or agreement contained in any agreement,  
document or instrument evidencing, securing or otherwise relating to any  
Indebtedness of the Borrower to any Bank (other than the Obligations)  
and/or relating to any Permitted Lien (other than the Obligations)  
within any applicable period of grace provided for in such agreement,  
document or instrument; 
 
             (m)  any "Event of Default", as defined in any of the other  
Loan Documents or in the Subordinated Debenture Indenture, shall occur; 
then, and in any such event, so long as the same may be continuing, the  
Agent may, and upon the request of the Requisite Banks shall, by notice  
in writing to the Borrower declare all amounts owing with respect to  
this Agreement, the Notes and the other Loan Documents to be, and they  
shall thereupon forthwith become, immediately due and payable without  
presentment, demand, protest or other notice of any kind, all of which  
are hereby expressly waived by the Borrower; provided that in the event  
of any Event of Default specified in 12.1(g) or 12.1(h), all such  
amounts shall become immediately due and payable automatically and  
without any requirement of notice from the Agent or action by the  
Requisite Banks. 
 
      12.2.  Termination of Commitments.  If any one or more Events of  
Default specified in 12.1(g) or 12.1(h) shall occur, any unused portion  
of the Commitments hereunder shall forthwith terminate and the Banks  
shall be :relieved of all obligations to make Loans to the Borrower. If  
any other Event of Default shall have occurred and be continuing, any  
Bank may by notice to the Borrower terminate the unused portion of its  
Commitment hereunder, and upon such notice being given such unused  
portion of its Commitment hereunder shall terminate immediately and such  
Bank shall be relieved of all further obligations to make Loans. No  
termination of such Bank's Commitment hereunder shall relieve the  
Borrower of any of the Obligations or any of its existing obligations to  
such Bank arising under other agreements or instruments. 
 
      12.3.  Remedies.  In case any one or more of the Events of Default  
shall have occurred, and whether or not the Requisite Banks shall have  
accelerated the maturity of the Loans pursuant to 12.1, each Bank, if  
owed any amount with respect to the Loans, may, with the consent of the  
Requisite Banks, direct the Agent to proceed to protect and enforce the  
rights and remedies of the Agent and the Banks under this Agreement, the  
Notes or any of the other Loan Documents by suit in equity, action at  
law or other appropriate proceeding, whether for the specific  
performance of any covenant or agreement contained in this Agreement and  
the other Loan Documents or any instrument pursuant to which the  
Obligations are evidenced, including to the full extent permitted by  
applicable law the obtaining of the ex parte appointment of a  
receiverand, if any amount shall have become due, by declaration or  
otherwise, to proceed to enforce the payment thereof or any other legal  
or equitable right of such Bank. No remedy herein conferred upon any  
Bank or the Agent or the holder of any Note is intended to be exclusive  
of any other remedy and each and every remedy shall be cumulative and  
shall be in addition to every other remedy given hereunder or now or  
hereafter existing at law or in equity or by statute or any other  
provision of law. 
 
      12.4.  Distribution of Collateral Proceeds.  In the event that,  
following the occurrence or during the continuance of any Default or  
Event of Default, the Agent or any Bank as the case may be, receives any  
monies in connection with the enforcement of any of the Security  
Documents, or otherwise with respect to the realization upon any of the  
Collateral, such monies shall be distributed for application as follows: 
 
             (a)  First, to the payment of, or (as the case may be) the  
reimbursement of the Agent for or in respect of all reasonable costs,  
expenses, disbursements and losses which shall have been incurred or  
sustained by the Agent in connection with the collection of such monies  
by the Agent, for the exercise, protection or enforcement by the Agent  
of all or any of the rights, remedies, powers and privileges of the  
Agent or the Banks under this Agreement or any of the other Loan  
Documents or in respect of the Collateral or in support of any provision  
of adequate indemnity to the Agent against any taxes or liens which by  
law shall have, or may have, priority over the rights of the Agent to  
such monies; 
 
             (b)  Second, to all other Obligations in such order or  
preference as the Requisite Banks may determine; provided, however, that  
distribution in respect of such Obligations shall be made among the  
Banks pro rata in accordance with each Bank's respective Commitment  
Percentage; and provided, further, that the Agent may in its discretion  
make proper allowance to take into account any Obligations not then due  
and payable; 
 
             (c)  Third, upon payment and satisfaction in full or other  
provisions for payment in full satisfactory to the Requisite Banks and  
the Agent of all of the obligations, and to the payment of any  
obligations required to be paid pursuant to 9-504(1)(c) of the Uniform  
Commercial Code of the Commonwealth of Massachusetts; and 
 
             (d)  Fourth, the excess, if any, shall be returned to the  
Borrower or to such other Persons as are legally entitled thereto. 
 
      12.5.   Addition of Real Estate Assets to Cure Default.  As an  
alternative to the payment of cash to cure a Default under 9.1 or 9.2  
hereof, the Borrower shall have the right to offer to provide additional  
Collateral to the Agent in the form of Additional Properties pursuant to  
5.3 and 5.4, for the purpose of curing a Default under 9.1 or 9.2  
hereof, if the Borrower designates such Collateral for addition within  
fifteen (15) days after the occurrence of such Default and the Borrower  
executes and delivers to the Agent a Security Deed, an Assignment of  
Leases and Rents, an Indemnity Agreement and UCC-1 Financing Statements  
relating to the Additional Property together with the Certificates and  
opinion described in 5.4(d) and 5.4(e) within thirty (30) days after the  
occurrence of such Default. The Agent and the Banks shall accept and  
approve the addition of such Collateral as a cure for such Default if  
such Collateral shall cure the Default and satisfies the due diligence  
requirements of the Agent and the Requisite Banks, including, without  
limitation, the conditions set forth in 5.4 and those requirements with  
respect to the Mortgaged Properties specified in 10 hereof, within  
ninety (90) days after the occurrence of the subject Default, and at the  
time that such due diligence requirements are so satisfied, no other  
Defaults or Events of Default are continuing. If any such additional  
Collateral is provided to the Agent in accordance with this 12.5, such  
additional Collateral shall, for all purposes hereof, be deemed to be a  
"Mortgaged Property." Until the Agent and Requisite Banks have  
acknowledged in writing the cure of such Default, all consequences of  
such Default hereunder shall be effective (except as provided in 8.7)  
and the Agent may exercise all available remedies except that the  
maturity of the Loans shall not be accelerated based solely on the  
Default which Borrower is diligently attempting to cure hereunder, prior  
to the expiration of said ninety (90) day period. 
 
13.   SETOFF.  Regardless of the adequacy of any Collateral, during the  
continuance of any Event of Default, any deposits (general or specific,  
time or demand, provisional or final, regardless of currency, maturity,  
or the branch of where such deposits are held) or other sums credited by  
or due from any of the Banks to the Borrower and any securities or other  
property of the Borrower in the possession of such Bank may WITH THE  
PRIOR APPROVAL OF THE AGENT be applied to or set off against the payment  
of Obligations and any and all other liabilities, direct, or indirect,  
absolute or contingent, due or to become due, now existing or hereafter  
arising, of the Borrower to such Bank. Each of the Banks agrees with  
each other Bank that (a) if an amount to be set off is to be applied to  
Indebtedness of the Borrower to such Bank, other than Indebtedness  
evidenced by the Notes held by such Bank, such amount shall be applied  
ratably to such other Indebtedness and to the Indebtedness evidenced by  
all such Notes held by such Bank, and (b) if such Bank shall receive  
from the Borrower, whether by voluntary payment, exercise of the right  
of setoff, counterclaim, cross action, enforcement of the claim  
evidenced by the Notes held by such Bank by proceedings against the  
Borrower at law or in equity or by proof thereof in bankruptcy,  
reorganization, liquidation, receivership or similar proceedings, or  
otherwise, and shall retain and apply to the payment of the Note or  
Notes held by such Bank any amount in excess of its ratable portion of  
the payments received by all of the Banks with respect to the Notes held  
by all of the Banks, such Bank will make such disposition and  
arrangements with the other Banks with respect to such excess, either by  
way of distribution, pro tanto assignment of claims, subrogation or  
otherwise as shall result in each Bank receiving in respect of the Notes  
held by it its proportionate payment as contemplated by this Agreement;  
provided that if all or any part of such excess payment is thereafter  
recovered from such Bank, such disposition and arrangements shall be  
rescinded and the amount restored to the extent of such recovery, but  
without interest.  Notwithstanding the foregoing, no Bank shall exercise  
a right of setoff if such exercise would limit or prevent the exercise  
of any other remedy, right to Collateral or other recourse against the  
Borrower. 
 
14.   THE AGENT. 
 
      14.1.  Authorization.  The Agent is authorized to take such action  
on behalf of each of the Banks and to exercise all such powers as are  
hereunder and under any of the other Loan Documents and any related  
documents delegated to the Agent, together with such powers as are  
reasonably incident thereto, provided that no duties or responsibilities  
not expressly assumed herein or therein shall be implied to have been  
assumed by the Agent. The relationship between the Agent and the Banks  
is and shall be that of agent and principal only, and nothing contained  
in this Agreement or any of the other Loan Documents shall be construed  
to constitute the Agent as a trustee for any Bank. 
 
      14.2.  Employees and Agents.  The Agent may exercise its powers  
and execute its duties by or through employees or agents and shall be  
entitled to take, and to rely on, advice of counsel concerning all  
matters pertaining to its rights and duties under this Agreement and the  
other Loan Documents. The Agent may utilize the services of such Persons  
as the Agent in its sole discretion may reasonably determine, and all  
reasonable fees and expenses of any such Persons shall be paid by the  
Borrower. 
 
      14.3.  No Liability.  Neither the Agent nor any of its  
shareholders, directors, officers or employees nor any other Person  
assisting them in their duties nor any agent or employee thereof, shall  
be liable for any waiver, consent or approval given or any action taken,  
or omitted to be taken, in good faith by it or them hereunder or under  
any of the other Loan Documents, or in connection herewith or therewith,  
or be responsible for the consequences of any oversight or error of  
judgment whatsoever, except that the Agent or such other Person, as the  
case may be, may be liable for losses due to its willful misconduct or  
gross negligence. 
 
      14.4.  No Representations.  The Agent shall not be responsible for  
the execution or validity or enforceability of this Agreement, the  
Notes, any of the other Loan Documents or any instrument at any time  
constituting, or intended to constitute, collateral security for the  
Notes, or for the value of any such collateral security or for the  
validity, enforceability or collectability of any such amounts owing  
with respect to the Notes, or for any recitals or statements, warranties  
or representations made herein or in any of the other Loan Documents or  
in any certificate or instrument hereafter furnished to it by or on  
behalf of the Borrower, or be bound to ascertain or inquire as to the  
performance or observance of any of the terms, conditions, covenants or  
agreements herein or in any instrument at any time constituting, or  
intended to constitute, collateral security for the Notes. The Agent  
shall not be bound to ascertain whether any notice, consent, waiver or  
request delivered to it by the Borrower or any holder of any of the  
Notes shall have been duly authorized or is true, accurate and complete.  
The Agent has not made nor does it now make any representations or  
warranties, express or implied, nor does it assume any liability to the  
Banks, with respect to the credit worthiness or financial condition of  
the Borrower. Each Bank acknowledges that it has, independently and  
without reliance upon the Agent or any other Bank, and based upon such  
information and documents as it has deemed appropriate, made its own  
credit analysis and decision to enter into this Agreement. Each Bank has  
been independently represented by separate counsel on all matters  
regarding this Agreement. 
 
      14.5.  Payments. 
 
             (a)  A payment by the Borrower to the Agent hereunder or  
any of the other Loan Documents for the account of any Bank shall  
constitute a payment to such Bank subject to the pro rata rights to  
repayment based upon the Commitment Percentage of each Bank. The Agent  
agrees promptly to distribute to each Bank such Bank's pro rata share of  
payments received by the Agent for the account of the Banks except as  
otherwise expressly provided herein or in any of the other Loan  
Documents. 
 
             (b)  If in the opinion of the Agent the distribution of any  
amount received by it in such capacity hereunder, under the Notes or  
under any of the other Loan Documents might involve it in liability, it  
may refrain from making distribution until its right to make  
distribution shall have been adjudicated by a court of competent  
jurisdiction. If a court of competent jurisdiction shall adjudge that  
any amount received and distributed by the Agent is to be repaid, each  
Person to whom any such distribution shall have been made shall either  
repay to the Agent its proportionate share of the amount so adjudged to  
be repaid or shall pay over the same in such manner and to such Persons  
as shall be determined by such court. 
 
             (c)  Notwithstanding anything to the contrary contained in  
this Agreement or any of the other Loan Documents, any Bank that fails  
(i) to make available to the Agent its pro rata share of any Loan or  
(ii) to comply with the provisions of 13 with respect to making  
dispositions and arrangements with the other Banks, where such Bank's  
share of any payment received, whether by setoff or otherwise, is in  
excess of its pro rata share of such payments due and payable to all of  
the Banks, in each case as, when and to the full extent required by the  
provisions of this Agreement, or to adjust promptly such Bank's  
outstanding principal and its pro rata Commitment Percentage as provided  
in 2.1 hereof, shall be deemed delinquent (a "Delinquent Bank") and  
shall be deemed a Delinquent Bank until such time as such delinquency is  
satisfied.  A Delinquent Bank shall be deemed to have assigned any and  
all payments due to it from the Borrower, whether on account of  
outstanding Loans, interest, fees or otherwise, to the remaining  
nondelinquent Banks for application to, and reduction of, their  
respective pro rata shares of all outstanding Loans.  The Delinquent  
Bank hereby authorizes the Agent to distribute such payments to the  
nondelinquent Banks in proportion to their respective pro rata shares of  
all outstanding Loans. A Delinquent Bank shall be deemed to have  
satisfied in full a delinquency when and if, as a result of application  
of the assigned payments to all outstanding Loans of the nondelinquent  
Banks, the Banks' respective pro rata shares of all outstanding Loans  
have returned to those in effect immediately prior to such delinquency  
and without giving effect to the nonpayment causing such delinquency. 
 
      14.6.  Holders of Notes.  The Agent may deem and treat the payee  
of any Note as the absolute owner or purchaser thereof for all purposes  
hereof until it shall have been furnished in writing with a different  
name by such payee or by a subsequent holder assignee or transferee. 
 
      14.7.  Indemnity.  The Banks ratably agree hereby to indemnify and  
hold harmless the Agent from and against any and all claims, actions and  
suits (whether groundless or otherwise), losses, damages, costs,  
expenses (including any expenses for which the Agent has not been  
reimbursed by the Borrower as required by 15), and liabilities of every  
nature and character arising out of or related to this Agreement, the  
Notes, or any of the other Loan Documents or the transactions  
contemplated or evidenced hereby or thereby, or the Agent's actions  
taken hereunder or thereunder, except to the extent that any of the same  
shall be directly caused by the Agent's willful misconduct or gross  
negligence. 
 
      14.8.  Agent as Bank.  In its individual capacity, FNBB shall have  
the same obligations and the same rights, powers and privileges in  
respect to its Commitment and the Loans made by it, and as the holder of  
any of the Notes as it would have were it not also the Agent. 
 
      14.9.  Resignation.  The Agent may resign at any time by giving  
sixty (60) days, prior written notice thereof to the Banks and the  
Borrower.  Upon any such resignation, the Requisite Banks shall have the  
right to appoint a successor Agent.  Unless a Default or Event of  
Default shall have occurred and be continuing, appointment of such  
successor Agent shall be subject to the reasonable approval of the  
Borrower.  If no successor Agent shall have been so appointed by the  
Requisite Banks and shall have accepted such appointment within thirty  
(30) days after the giving of notice of resignation or removal of the  
Borrower has disapproved or failed to approve a successor agent within  
such period, then the retiring Agent may, on behalf of the Banks,  
appoint a successor Agent, which shall be a financial institution having  
a rating of not less than A2/P2 or its equivalent by Standard & Poor's  
Corporation. Upon the acceptance of any appointment as Agent hereunder  
by a successor Agent, such successor Agent shall thereupon succeed to  
and become vested with all the rights, powers, privileges and duties of  
the retiring Agent, and the retiring Agent shall be discharged from its  
duties and obligations as Agent hereunder.  After any retiring Agent's  
resignation, the provisions of this Agreement and the other Loan  
Documents shall continue in effect for its benefit in respect of any  
actions taken or omitted to be taken by it while it was acting as Agent. 
 
      14.10. Notification of Defaults and Events of Default.  Each Bank  
hereby agrees that, upon learning of the existence of a Default or an  
Event of Default, it shall promptly notify the Agent thereof. The Agent  
hereby agrees that upon receipt of any notice under this 14.10 it shall  
promptly notify the other Banks of the existence of such Default or  
Event of Default. 
 
      14.11. Duties in the Case of Enforcement.  In case one of more  
Events of Default have occurred and shall be continuing, and whether or  
not acceleration of the Obligations shall have occurred, the Agent  
shall, if (a) so requested by the Requisite Banks and (b) the Banks have  
provided to the Agent such additional indemnities and assurances against  
expenses and liabilities as the Agent may reasonably request, proceed to  
enforce the provisions of the Security Documents authorizing the sale or  
other disposition of all or any part of the Collateral and exercise all  
or any such other legal and equitable and other rights or remedies as it  
may have in respect of such Collateral. The Requisite Banks may direct  
the Agent in writing as to the method and the extent of any such sale or  
other disposition, the Banks hereby agreeing to indemnify and hold the  
Agent harmless from all liabilities incurred in respect of all actions  
taken or omitted in accordance with such directions, provided that the  
Agent need not comply with any such direction to the extent that the  
Agent reasonably believes the Agent's compliance with such direction to  
be unlawful or commercially unreasonable in any applicable jurisdiction.  
The Agent may take such steps as it reasonably determines for the taking  
of possession or title to any Collateral, including the formation of  
trusts or corporation with each Bank having a beneficial interest equal  
to its pro rata percentage of the outstanding Loans. 
 
15.   EXPENSES.  The Borrower agrees to pay (a) the reasonable costs of  
producing and reproducing this Agreement, the other Loan Documents and  
the other agreements and instruments mentioned herein, (b) any taxes  
(including any interest and penalties in respect thereto) payable by the  
Agent or any of the Banks (other than taxes based upon the Agent's or  
any Bank's net income), including any recording, mortgage, documentary  
or intangibles taxes in connection with the Security Documents and other  
Loan Documents, or other taxes payable on or with respect to the  
transactions contemplated by this Agreement, including any taxes payable  
by the Agent or any of the Banks after the Effective Date (the Borrower  
hereby agreeing to indemnify the Banks with respect thereto), (c) all  
title insurance premiums, appraisal fees, engineer's, inspector's and  
surveyor's fees, recording costs and the reasonable fees, expenses and  
disbursements of the Agent's counsel or any local counsel to the Agent  
incurred in connection with the preparation, administration or  
interpretation of the Loan Documents and other instruments mentioned  
herein, each closing hereunder, and amendments, modifications,  
approvals, consents or waivers hereto or hereunder, (d) the fees, costs,  
expenses and disbursements of the Agent incurred in connection with the  
preparation, administration or interpretation of the Loan Documents and  
other instruments mentioned herein including without limitation, the  
costs incurred by the Agent in connection with its inspection of the  
Mortgaged Properties, and the fees and disbursements of the Agent's  
counsel and the Borrower's legal counsel in preparing documentation, (e)  
the fees, costs, expenses and disbursements of the Agent incurred in  
connection with the syndication and/or participation of the Loans, (f)  
all reasonable out-of-pocket expenses (including reasonable attorneys'  
fees and costs, which attorneys may be employees of any Bank or the  
Agent and the fees and costs of appraisers, engineers, investment  
bankers, surveyors or other experts retained by the Agent or any Bank in  
connection with any such enforcement proceedings) incurred by any Bank  
or the Agent in connection with (i) the enforcement of or preservation  
of rights under any of the Loan Documents against the Borrower or the  
administration thereof after the occurrence of a Default or Event of  
Default (including, without limitation, expenses incurred in any  
restructuring and/or "workout" of the Loans), and (ii) any litigation,  
proceeding or dispute whether arising hereunder or otherwise, in any way  
related to the Agent's or the Bank's relationship with the Borrower, the  
Company, any Permitted Joint Venture or any of the Related Companies,  
(g) all reasonable fees, expenses and disbursements of the Agent  
incurred in connection with UCC searches, UCC filings or mortgage  
recordings, (h) all costs incurred by the Agent in the future in  
connection with its inspection of the Mortgaged Properties, and (i) the  
fees, costs, expenses and disbursements of the Agent incurred in  
connection with the granting of additional Collateral by the Borrower  
pursuant to 12.5 hereof, including, without limitation, the costs  
incurred by the Agent in connection with its inspection of such  
additional Collateral, and the fees and disbursements of the Agent's  
counsel. The covenants of this 15 shall survive payment or satisfaction  
of payment of amounts owing with respect to the Notes. 
 
16.   INDEMNIFICATION.  The Borrower agrees to indemnify and hold  
harmless the Agent and the Banks and the shareholders, directors,  
agents, officers, subsidiaries, and affiliates of the Agent and the  
Banks from and against any and all claims, actions or causes of action  
and suits whether groundless or otherwise, and from and against any and  
all Liabilities, losses, settlement payments, obligations, damages and  
expenses of every nature and character arising out of this Agreement or  
any of the other Loan Documents or the transactions contemplated hereby  
or which otherwise arise in connection with the financing including,  
without limitation unless directly caused by the gross negligence or  
willful misconduct of a Bank or the Agent (but such limitation on  
indemnification shall only apply to the Agent or Bank being grossly  
negligent or committing willful misconduct), (a) any actual or proposed  
use by the Borrower of the proceeds of any of the Loans, (b) any actual  
or alleged infringement of any patent, copyright, trademark, service  
mark or similar right of the Borrower comprised in the Collateral, (c)  
the Borrower entering into or performing this Agreement or any of the  
other Loan Documents or (d) with respect to the Borrower and its  
respective properties, the violation of any Environmental Law, the  
Release or threatened Release of any Hazardous Substances or any action,  
suit, proceeding or investigation brought or threatened with respect to  
any Hazardous Substances (including, but not limited to claims with  
respect to wrongful death, personal injury or damage to property), (e)  
any cost, claim liability, damage or expense in connection with any harm  
the Borrower may be found to have caused in the role of a broker, in  
each case including, without limitation, the reasonable fees and  
disbursements of counsel and allocated costs of internal counsel  
incurred in connection with any such investigation, litigation or other  
proceeding. In litigation, or the preparation therefor, the Banks and  
the Agent shall each be entitled to select their own separate counsel  
and, in addition to the foregoing indemnity, the Borrower agrees to pay  
promptly the reasonable fees and expenses of such counsel.  If, and to  
the extent that the obligations of the Borrower under this 16 are  
unenforceable for any reason, the Borrower hereby agrees to make the  
maximum contribution to the payment in satisfaction of such obligations  
which is permissible under applicable law. The provisions of this 16  
shall survive the repayment of the Loans and the termination of the  
obligations of the Banks hereunder and shall continue in full force and  
effect as to the Banks so long as the possibility of any such claim,  
action, cause of action or suit exists. 
 
17.   SURVIVAL OF COVENANTS, ETC.  All covenants, agreements,  
representations and warranties made herein, in the Notes, in any of the  
other Loan Documents or in any documents or other papers delivered by or  
on behalf of the Borrower or any Guarantor pursuant hereto shall be  
deemed to have been relied upon by the Banks and the Agent,  
notwithstanding any investigation heretofore or hereafter made by it,  
and shall survive the making by the Banks of the Loans, as herein  
contemplated, and shall continue in full force and effect so long as any  
amount due under this Agreement or the Notes or any of the other Loan  
Documents remains outstanding or the Banks have any obligation to make  
any Loans. The indemnification obligations of the Borrower provided  
herein and the other Loan Documents shall survive the full repayment of  
amounts due and the termination of the obligations of the Banks  
hereunder and thereunder to the extent provided herein and therein. All  
statements contained in any certificate or other paper delivered to the  
Agent or any Bank at any time by or on behalf of the Borrower pursuant  
hereto or in connection with the transactions contemplated hereby shall  
constitute representations and warranties by the Borrower hereunder. 
 
18.   ASSIGNMENT; PARTICIPATIONS; ETC. 
 
      18.1.   Conditions to Assignment by Banks.  Except as provided  
herein, each Bank may assign to one or more Eligible Assignees all or a  
portion of its interests, rights and obligations under this Agreement  
(including all or a portion of its Commitment Percentage and Commitment  
and the same portion of the Loans at the time owing to it, and the Notes  
held by it; provided that (a) the Agent shall have given its prior  
written consent to such assignment except that such consent shall not be  
needed with respect to an assignment from a Bank to one of its  
Affiliated Banks, (b) each such assignment shall be of a constant, and  
not a varying, percentage of all the assigning Bank's rights and  
obligations under this Agreement, (c) each assignment shall be in an  
amount of not less than $9,000,000 that is a whole multiple of  
$1,000,000, (d) each Bank shall retain, free of any such assignment, an  
amount of its Commitment of not less than 51% of its Commitment at the  
time it initially became a Bank hereunder and (e) the parties to such  
assignment shall execute and deliver to the Agent, for recording in the  
Register (as hereinafter defined), an Assignment and Acceptance,  
substantially in the form of Exhibit F hereto (an "Assignment and  
Acceptance') , together with any Notes subject to such assignment. Upon  
such execution, delivery, acceptance and recording, from and after the  
effective date specified in each Assignment and Acceptance, which  
effective date shall be at least five (5) Business Days after the  
execution thereof, (i) the assignee thereunder shall be a party hereto  
and, to the extent provided in such Assignment and Acceptance, have the  
rights and obligations of a Bank hereunder, and (ii) the assigning Bank  
shall, to the extent provided in such assignment and upon payment to the  
Agent of the registration fee referred to in 18.3, be released from its  
obligations under this Agreement.  
 
      18.2.  Certain Representations and Warranties; Limitations;  
Covenants.  By executing and delivering an Assignment and Acceptance,  
the parties to the assignment thereunder confirm to and agree with each  
other and the other parties hereto as follows: (a) other than the  
representation and warranty that it is the legal and beneficial owner of  
the interest being assigned thereby free and clear of any adverse claim,  
the assigning Bank makes no representation or warranty and assumes no  
responsibility with respect to any statements, warranties or  
representations made in or in connection with this Agreement or the  
execution, legality, validity, enforceability, genuineness, sufficiency  
or value of this Agreement, the other Loan Documents or any other  
instrument or document furnished pursuant hereto; (b) the assigning Bank  
makes no representation or warranty and assumes no responsibility with  
respect to the financial condition of the Borrower or any other Person  
primarily or secondarily liable in respect of any of the Obligations, or  
the performance or observance by the Borrower or any other Person  
primarily or secondarily liable in respect of any of the Obligations of  
any of their obligations under this Agreement or any of the other Loan  
Documents or any other instrument or document furnished pursuant hereto  
or thereto or the validity or enforceability or priority of any lien or  
any Collateral; (c) such assignee confirms that it has received a copy  
of this Agreement, together with copies of the most recent financial  
statements referred to in 6.4 and 7.4 and such other documents and  
information as it has deemed appropriate to make its own credit analysis  
and decision to enter into such Assignment and Acceptance; (d) such  
assignee will, independently and without reliance upon the assigning  
Bank, the Agent or any other Bank and based on such documents and  
information as it shall deem appropriate at the time, continue to make  
its own credit and Collateral decisions in taking or not taking action  
under this Agreement, (e) such assignee represents and warrants that it  
is an Eligible Assignee; (f) such assignee appoints and authorizes the  
Agent to take such action as "Agent" on its behalf and to exercise such  
powers under this Agreement and the other Loan Documents as are  
delegated to the Agent by the terms hereof or thereof, together with  
such powers as are reasonably incidental thereto; (g) such assignee  
agrees that it will perform in accordance with their terms all of the  
obligations that by the terms of this Agreement are required to be  
performed by it as a Bank; and (h) such assignee represents and warrants  
that it is legally authorized to enter into such Assignment and  
Acceptance. 
 
      18.3   Register.  The Agent shall maintain a copy of each  
Assignment and Acceptance delivered to it and a register or similar list  
(the "Register") for the recordation of the names and addresses of the  
Banks and the Commitment Percentages of, and principal amount of the  
Loans owing to the Banks from time to time. The entries in the Register  
shall be conclusive, in the absence of manifest error, and the Borrower,  
the Agent and the Banks may treat each Person whose name is recorded in  
the Register as a Bank hereunder for all purposes of this Agreement. The  
Register shall be available for inspection by the Borrower and the Banks  
at any reasonable time and from time to time upon reasonable prior  
notice.  Upon each such recordation, the assigning Bank agrees to pay to  
the Agent a registration fee in the sum of $2,500.00. The Agent may  
amend Schedules 1 and 1.2 hereof to reflect the recording of any such  
assignments. 
 
      18.4.  New Notes.  Upon its receipt of an Assignment and  
Acceptance executed by the parties to such assignment, together with  
each Note subject to such assignment, the Agent shall (a) record the  
information contained therein in the Register, and (b) give prompt  
notice thereof to the Borrower and the Banks (other than the assigning  
Bank). Within five (5) Business Days after receipt of such notice, the  
Borrower, at its own expense, shall execute and deliver to the Agent, in  
exchange for each surrendered Note, a new Note to the order of such  
Eligible Assignee in an amount equal to the amount assumed by such  
Eligible Assignee pursuant to such Assignment and Acceptance and, if the  
assigning Bank has retained some portion of its Loans hereunder, a new  
Note to the order of the assigning Bank in an amount equal to the amount  
retained by it hereunder. Such new Notes shall provide that they are  
replacements for the surrendered Notes and that they do not constitute a  
novation, shall be in an aggregate principal amount equal to the  
aggregate principal amount of the surrendered Notes, shall be dated the  
effective date of such Assignment and Acceptance and shall otherwise be  
in substantially the form of the assigned Notes. Within five (S) days of  
issuance of any new Notes pursuant to this 18.4, the Borrower shall  
deliver an opinion of counsel, addressed to the Banks and the Agent,  
relating to the due authorization, execution and delivery of such new  
Notes and the legality, validity and binding non-preferential effect  
thereof, and that the Obligations evidenced by the new Notes are secured  
by the Collateral with the same validity, enforceability and priority as  
if given on the Effective Date, in form and substance satisfactory to  
the Banks. The surrendered Notes shall be cancelled and returned to the  
Borrower. 
 
      18.5.  Participations.  Each Bank may sell participations to one  
or more banks or other entities in a portion of such Bank's rights and  
obligations under this Agreement and the other Loan Documents not to  
exceed forty-nine percent (49%) of its Commitment Percentage; provided  
that (a) the Agent shall have given its prior written consent to such  
participation, except that any Bank may sell participations to its  
Affiliated Banks without such consent, (b) each such participation shall  
be in an amount of not less than $9,000,000 that is a whole multiple of  
$1,000,000, (c) any such sale or participation shall not affect the  
rights and duties of the selling Bank hereunder to the Borrower and the  
Bank shall continue to exercise all approvals, disapprovals and other  
functions of a Bank, (d) the only rights granted to the participant  
pursuant to such participation arrangements with respect to waivers,  
amendments or modifications of the Loan Documents shall be the rights to  
approve the vote of the Bank as to waivers, amendments or modifications  
that would reduce the principal of or the interest rate on any Loans,  
extend the term or increase the amount of the Commitment of such Bank as  
it relates to such participant, reduce the amount of any fees to which  
such participant is entitled or extend any regularly scheduled payment  
date for principal or interest, provided that all approvals affecting a  
Loan or this Agreement under this clause (d) shall be by a fifty-one  
percent (51%) vote of such Bank's Commitment Percentage, and (e) no  
participant shall have the right to grant further participations or  
assign its rights, obligations or interests under such participation to  
other Persons without the prior written consent of the Agent. The Agent  
shall promptly advise the Borrower in writing of any such sale or  
participation. 
 
      18.6.  Pledge by Lender.  Any Bank may at any time pledge all or  
any portion of its interest and rights under this Agreement (including  
all or any portion of its Note) to any of the twelve Federal Reserve  
Banks organized under 4 of the Federal Reserve Act, 12 U.S.C. 341. No  
such pledge or the enforcement thereof shall release the pledgor Bank  
from its obligations hereunder or under any of the other Loan Documents. 
 
      18.7.  No Assignment by Borrower.  The Borrower shall not assign  
or transfer any of its rights or obligations under any of the Loan  
Documents without the prior written consent of each of the Banks. 
 
      18.8.  Disclosure.  The Borrower agrees that in addition to  
disclosures made in accordance with standard banking practices any Bank  
may disclose information obtained by such Bank pursuant to this  
Agreement to assignees or participants and potential assignees or  
participants hereunder. 
 
19.   NOTICES, ETC.  Except as otherwise expressly provided in this  
Agreement, all notices and other communications made or required to be  
given pursuant to this Agreement or the Notes shall be in writing and  
shall be delivered in hand, mailed by United States registered or  
certified first class mail, postage prepaid, sent by overnight courier,  
or sent by telegraph, telecopy, telefax or telex and confirmed by  
delivery via courier or postal service, addressed as follows: 
 
             (a)  if to the Borrower, at 65 Valley Stream Parkway,  
Malvern, PA 19355, Attention: Chief Financial Officer or at such other  
address for notice as the Borrower shall last have furnished in writing  
to the Agent; and 
 
             (b)  if to the Agent, at 100 Federal Street, Boston,  
Massachusetts 02110, Attention: Real Estate Department, and to 115  
Perimeter Center Place, N.E., Suite 500, Atlanta, Georgia 30346, Attn:  
Lori Y. Litow, Vice President, or such other address for notice as the  
Agent shall last have furnished in writing to the Borrower. 
 
             (c)  if to any Bank, at such Bank's address set forth on  
Schedule 1, hereto, or such other address for notice as such Bank shall  
have last furnished in writing to the Person giving the notice. 
 
                  Any such notice or demand shall be deemed to have been  
duly given or made and to have become effective (i) if delivered by  
hand, overnight courier or facsimile to a responsible officer of the  
party to which it is directed, at the time of the receipt thereof by  
such officer or the sending of such facsimile and (ii) if sent by  
registered or certified first-class mail, postage prepaid, on the third  
Business Day following the mailing thereof. 
 
20.   GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.  THIS  
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS 
OTHERWISE  
SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE  
COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE 
CONSTRUED IN  
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH COMMONWEALTH 
(EXCLUDING  
THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER 
AGREES  
THAT ANY SUIT BY IT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF 
THE  
OTHER LOAN DOCUMENTS MAY BE BROUGHT ONLY IN THE COURTS OF THE  
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING 
THEREIN AND  
BORROWER CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT 
FOR ANY  
SUIT BY AGENT OR ANY BANK AND THE SERVICE OF PROCESS IN ANY SUCH SUIT  
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN 19. 
THE  
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR 
HEREAFTER HAVE  
TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS  
BROUGHT IN AN INCONVENIENT COURT. IN ADDITION TO THE COURTS OF THE  
COMMONWEALTH OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR 
ANY BANK  
MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE 
ANY  
COLLATERAL EXISTS AND THE BORROWER CONSENTS TO THE NON-EXCLUSIVE  
JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH 
SUIT  
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN 19. 
 
21.   HEADINGS.  The captions in this Agreement are for convenience of  
reference only and shall not define or limit the provisions hereof. 
 
22.   COUNTERPARTS.  This Agreement and any amendment hereof may be  
executed in several counterparts and by each party on a separate  
counterpart, each of which when so executed and delivered shall be an  
original, and all of which together shall constitute one instrument. In  
proving this Agreement it shall not be necessary to produce or account  
for more than one such counterpart signed by the party against whom  
enforcement is sought. 
 
23.   ENTIRE AGREEMENT.  The Loan Documents and any other documents  
executed in connection herewith or therewith express the entire  
understanding of the parties with respect to the transactions  
contemplated hereby. Neither this Agreement nor any term hereof may be  
changed, waived, discharged or terminated, except as provided in 25. 
 
24.   WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.  THE BORROWER  
HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR  
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE  
NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS  
HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND  
OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE  
BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY  
LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,  
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN  
ADDITION TO, ACTUAL DAMAGES, INCLUDING ANY DAMAGES PURSUANT TO M.G.L. C.  
93A ET SEQ. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR  
ATTORNEY OF THE AGENT OR ANY BANK HAD REPRESENTED, EXPRESSLY OR  
OTHERWISE, THAT THE AGENT OR SUCH BANK WOULD NOT, IN THE EVENT OF  
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) 
ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO 
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY,  
AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN. 
 
25.   CONSENTS, AMENDMENTS, WAIVERS, ETC.  Any consent or approval  
required or permitted by this Agreement may be given, and any term of  
this Agreement or of any other instrument related hereto or mentioned  
herein may be amended, and the performance or observance by the Borrower  
of any terms of this Agreement or such other instrument or the  
continuance of any Default or Event of Default may be waived (either  
generally or in a particular instance and either retroactively or  
prospectively) with, but only with, the written consent of the Requisite  
Banks, and, in the case of amendments, with the written consent of the  
Borrower other than amendments to schedules made in the ordinary course  
as contemplated by this Agreement. Notwithstanding the foregoing, (i)  
the rate of interest on and the term or amount of the Notes, (ii) the  
amount of the Commitments of the Banks, (iii) the amount of any fee  
payable to a Bank hereunder, (iv) any provision herein or in any of the  
Loan Documents which expressly requires consent of all the Banks, (v)  
the funding provisions of 2.4 and 2.5 hereof, and (vi) the rights,  
duties and obligations of the Agent specified in 14 hereof, may not be  
amended without the written consent of each Bank affected thereby, nor  
may the Agent release any obligor from its liability with respect to the  
Obligations, without first obtaining the written consent of all the  
Banks.  No waiver shall extend to or affect any obligation not expressly  
waived or impair any right consequent thereon. No course of dealing or  
delay or omission on the part of the Agent or any Bank in exercising any  
right shall operate as a waiver thereof or otherwise be prejudicial  
thereto. No notice to or demand upon the Borrower shall entitle the  
Borrower to other or further notice or demand in similar or other  
circumstances. 
 
26.   SEVERABILITY.  The provisions of this Agreement are severable, and  
if any one clause or provision hereof shall be held invalid or  
unenforceable in whole or in part in any jurisdiction, then such  
invalidity or unenforceability shall affect only such clause or  
provision, or part thereof, in such jurisdiction, and shall not in any  
manner affect such clause or provision in any other jurisdiction, or any  
other clause or provision of this Agreement in any jurisdiction. 
 
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as  
a sealed instrument as of the date first set forth above. 
 
WITNESS:                           THE FIRST NATIONAL BANK OF BOSTON,  
                                   as Agent 
 
 
                                    By:  
--------------------------------        ------------------------------ 
 
                                         
 
                                   THE FIRST NATIONAL BANK OF BOSTON 
 
 
                                   By:  
--------------------------------        ------------------------------ 
 
 
                                   LIBERTY PROPERTY TRUST 
 
 
 
                                   By:  
--------------------------------        ------------------------------ 
 
 
                                   LIBERTY PROPERTY LIMITED PARTNERSHIP 
                                   By:  Liberty Property Trust, 
                                        its general partner 
 
                                   By:  
--------------------------------        ------------------------------ 
 
 
NOTE 
 
No. 5  December 27, 1996 
$16,666,000.00 
 
FOR VALUE RECEIVED, the undersigned, Liberty Property Limited  
Partnership, a Pennsylvania limited partnership (the "Borrower"),  
promises to pay to the order of Dresdner Bank AG (hereinafter, together  
with its successors in title and assigns, called the "Bank") at the head  
office of The First National Bank of Boston, as Agent (the "Agent") at  
100 Federal Street, Boston, Massachusetts 02110, the principal sum of  
Sixteen Million Six Hundred Sixty-Six Thousand Dollars ($16,666,000.00)  
or, if less, the aggregate unpaid principal amount of all Loans made by  
the Bank to the Borrower pursuant to the Loan Agreement dated as of  
December 13, 1996 among the Bank, the Borrower, Liberty Property Trust,  
the other lending institutions named therein and the Agent, as amended  
from time to time (the "Loan Agreement").  Capitalized terms used herein  
and not otherwise defined herein shall have the meanings assigned to  
them in the Loan Agreement.  Unless otherwise provided herein, the rules  
of interpretation set forth in Section 1.2 of the Loan Agreement shall be  
applicable to this Note.  This Note replaces, in part, Note No. 2 issued  
under the Loan Agreement and does not constitute a novation. 
 
The Borrower also promises to pay (a) principal from time to time at the  
times provided in the Loan Agreement and (b) interest from the date  
hereof on the principal amount from time to time unpaid at the rates and  
times set forth in the Loan Agreement and in all cases in accordance  
with the terms of the Loan Agreement.  Late charges and other charges  
and default rate interest shall be paid by Borrower in accordance with  
the terms of the Loan Agreement.  The entire outstanding principal  
amount of this Note, together with all accrued but unpaid interest  
thereon, shall be due and payable in full on the Maturity Date or, if  
prior to such Maturity Date Borrower exercises the Term Extension Option  
pursuant to Section 3.1 of the Loan Agreement, such outstanding principal and  
interest shall be due and payable in full on the Term Extension   
Maturity Date.  The Bank may endorse the record relating to this Note  
with appropriate notations evidencing advances and payments of principal  
hereunder as contemplated by the Loan Agreement. 
 
This Note is issued pursuant to, is entitled to the benefits of, and is  
subject to the provisions of the Loan Agreement.  The principal of this  
Note is subject to prepayment in whole or in part in the manner and to  
the extent specified in the Loan Agreement.  This Note is secured by the  
Security Documents.  However, the principal of this Note, the interest  
accrued on this Note and all other Obligations of the Borrower are full  
recourse obligations of the Borrower, and all of its Real Estate Assets,  
the Collateral and its other properties shall be available for the  
payment and performance of this Note, the interest accrued on this Note,  
and all of such other Obligations. Notwithstanding anything to the  
contrary contained herein, the trustees of Liberty Property Trust shall  
have no personal liability of any nature under this document.  The Agent  
and the Bank shall look solely to the assets of Liberty Property Trust  
to satisfy any liability or recourse against Liberty Property Trust  
hereunder. 
 
In case an Event of Default shall occur and be continuing, the entire  
unpaid principal amount of this Note and all of the unpaid interest  
accrued thereon may become or be declared due and payable in the manner  
and with the effect provided in the Loan Agreement. 
 
The Borrower and all endorsers hereby waive presentment, demand, protest  
and notice of any kind in connection with the delivery, acceptance,  
performance and enforcement of this Note, and also hereby assent to  
extensions of time of payment or forebearance or other indulgences  
without notice. 
 
THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL BE  
GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH 
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS 
APPLICABLE TO CONFLICTS OR CHOICE OF LAW). 
 
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly  
executed in its name as an instrument under seal on the date first above  
written. 
 
ATTEST:                              LIBERTY PROPERTY LIMITED  
PARTNERSHIP 
                                     By: LIBERTY PROPERTY TRUST, 
                                         Sole general partner 
 
 
 
-------------------------------      ----------------------------------- 
Assistant Secretary                  By: 
                                     Title