EXHIBIT
10.2

    


    SECOND
AMENDED AND RESTATED

    REVOLVING
CREDIT AGREEMENT

     

    Dated as
of March 31, 2010

     

    among

     

    MID-AMERICA
APARTMENT COMMUNITIES, INC. and

     

    MID-AMERICA
APARTMENTS, L.P.

     

    as
Borrower

     

    THE
LENDERS FROM TIME TO TIME PARTY HERETO

     

    and

     

    REGIONS
BANK

    as
Administrative Agent

     

    and

     

    REGIONS
CAPITAL MARKETS

    as Lead
Arranger and Sole Bookrunner

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  1.

                	
                  DEFINITIONS

                	
                  1

                
	 
      	 
      	 
      
	 
      	
                  1.1

                	
                  Defined
      Terms

                	
                  1

                
	 
      	 
      	 
      	 
      
	 
      	
                  1.2

                	
                  Other
      Interpretive Provisions

                	
                  22

                
	 
      	 
      	 
      	 
      
	 
      	
                  1.3

                	
                  Accounting
      Terms

                	
                  22

                
	 
      	 
      	 
      	 
      
	 
      	
                  1.4

                	
                  Rounding

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	
                  1.5

                	
                  Times
      of Day

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	
                  1.6

                	
                  Letter
      of Credit Amounts

                	
                  23

                
	 
      	 
      	 
      	 
      
	
                  2.

                	
                  CREDIT
      FACILITY PROVISIONS

                	
                  23

                
	 
      	 
      	 
      
	 
      	
                  2.1

                	
                  General
      Revolving Loan Provisions

                	
                  23

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.1.1

                	
                  Limit

                	
                  23

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.1.2

                	
                  Procedures
      and Limits

                	
                  24

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.1.3

                	
                  Funding
      Procedures

                	
                  25

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.2

                	
                  Term
      of Credit Facility

                	
                  25

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.2.1

                	
                  Extension
      of Maturity

                	
                  25

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.2.2

                	
                  Termination/Reduction
      of Commitments

                	
                  26

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.3

                	
                  Interest
      Rate and Payment Terms

                	
                  26

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.1

                	
                  Borrower's
      Options

                	
                  27

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.2

                	
                  Selection
      To Be Made

                	
                  27

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.3

                	
                  Notice

                	
                  27

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.4

                	
                  If
      No Notice

                	
                  27

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.5

                	
                  Telephonic
      Notice

                	
                  27

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.6

                	
                  Limits
      On Options

                	
                  27

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.7

                	
                  Payment
      and Calculation of Interest

                	
                  27

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.8

                	
                  Mandatory
      Principal Payments

                	
                  28

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.9

                	
                  Prepayment

                	
                  28

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.10

                	
                  Maturity

                	
                  28

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.11

                	
                  Method
      of Payment; Date of Credit; Administrative Agent's
Clawback

                	
                  28

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.12

                	
                  Billings

                	
                  29

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.13

                	
                  Default
      Rate

                	
                  29

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.14

                	
                  Late
      Charges

                	
                  30

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.15

                	
                  Breakage
      Fees

                	
                  30

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.3.16

                	
                  Application
      of Payments

                	
                  30

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.4

                	
                  Loan
      Fees

                	
                  30

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.4.1

                	
                  Loan
      Fees

                	
                  30

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.4.2

                	
                  Facility
      Fee

                	
                  30

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.5

                	
                  Additional
      Provisions Related to Interest Rate Selection

                	
                  30

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.5.1

                	
                  Increased
      Costs

                	
                  30

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.5.2

                	
                  Capital
      Requirements

                	
                  31

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.5.3

                	
                  Illegality

                	
                  31

                


        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	 
      	
                  2.5.4

                	
                  Availability

                	
                  32

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.5.5

                	
                  Base
      Rate Advances

                	
                  32

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.5.6

                	
                  Delay
      in Requests

                	
                  32

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.5.7

                	
                  Mitigation

                	
                  32

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.5.8

                	
                  Survival

                	
                  32

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.6

                	
                  Letters
      of Credit

                	
                  33

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.1

                	
                  The
      Letter of Credit Commitment

                	
                  33

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.2

                	
                  Procedures
      for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
      Credit

                	
                  34

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.3

                	
                  Drawings
      and Reimbursements; Funding of Participations

                	
                  36

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.4

                	
                  Repayment
      of Participations

                	
                  37

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.5

                	
                  Obligations
      Absolute

                	
                  37

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.6

                	
                  Role
      of L/C Issuer

                	
                  38

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.7

                	
                  Cash
      Collateral

                	
                  38

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.8

                	
                  Applicability
      of ISP

                	
                  38

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.9

                	
                  Letter
      of Credit Fees

                	
                  39

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.10

                	
                  Fronting
      Fee and Documentary and Processing Charges Payable to L/C
      Issuer

                	
                  39

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.11

                	
                  Conflict
      with Issuer Documents

                	
                  39

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.12

                	
                  Letters
      of Credit Issued for Borrower Subsidiaries

                	
                  39

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.6.13

                	
                  Amount

                	
                  39

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.7

                	
                  Swing
      Line Facility

                	
                  39

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.7.1

                	
                  The
      Swing Line Commitment

                	
                  39

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.7.2

                	
                  Procedure
      for Swing Line Borrowing; Refunding of Swing Line Advances

                	
                  40

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  2.8

                	
                  Taxes

                	
                  41

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.8.1

                	
                  Payments
      Free of Taxes; Obligation to Withhold; Payments on Account of
      Taxes

                	
                  41

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.8.2

                	
                  Payment
      of Other Taxes by the Borrower

                	
                  41

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.8.3

                	
                  Tax
      Indemnifications

                	
                  41

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.8.4

                	
                  Evidence
      of Payments

                	
                  42

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.8.5

                	
                  Status
      of Lenders; Tax Documentation

                	
                  42

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2.8.6

                	
                  Treatment
      of Certain Refunds

                	
                  43

                
	 
      	 
      	 
      	 
      	 
      
	
                  3.

                	
                  SECURITY
      FOR THE CREDIT FACILITY; LOAN AND SECURITY DOCUMENTS

                	
                  44

                
	 
      	 
      	 
      
	 
      	
                  3.1

                	
                  Security

                	
                  44

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.1.1

                	
                  Mortgage/Deed
      of Trust and Security Agreement

                	
                  44

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.1.2

                	
                  Guaranties

                	
                  45

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.1.3

                	
                  Environmental
      Compliance and Indemnification Agreement

                	
                  45

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.1.4

                	
                  Additional
      Documents

                	
                  45

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  3.2

                	
                  Loan
      Documents and Security Documents

                	
                  45

                
	 
      	 
      	 
      	 
      
	 
      	
                  3.3

                	
                  Removal
      of Individual Property as a Borrowing Base Property -
    Borrower

                	
                  45

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.3.1

                	
                  Borrowing
      Base Compliance

                	
                  46

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.3.2

                	
                  Financial
      Covenant Compliance

                	
                  46

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.3.3

                	
                  No
      Default Upon Release

                	
                  46

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.3.4

                	
                  No
      Default Prior to Release

                	
                  46

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.3.5

                	
                  Payment
      of Fees

                	
                  46

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  3.4

                	
                  Removal
      of Individual Property as a Borrowing Base Property - Administrative
      Agent

                	
                  46

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  3.4.1

                	
                  Removal
      Criteria

                	
                  46

                


        

      

    

     

    
      
        
        

      

      
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                        3.4.2

                      	
                        Release
      by Administrative Agent

                      	
                        46

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        3.5

                      	
                        Additional
      Borrowing Base Property

                      	
                        47

                      
	 
      	 
      	 
      	 
      
	
                        4.

                      	
                        CONTINUING
      AUTHORITY OF AUTHORIZED OFFICERS

                      	
                        47

                      
	 
      	 
      	 
      
	
                        5.

                      	
                        CONDITIONS
      PRECEDENT

                      	
                        47

                      
	 
      	 
      	 
      
	 
      	
                        5.1

                      	
                        Closing
      Credit Facility and Funding Initial Revolving Loan Advance

                      	
                        47

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.1

                      	
                        Satisfactory
      Loan Documents

                      	
                        48

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.2

                      	
                        Financial
      Information; No Material Change

                      	
                        48

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.3

                      	
                        Representations
      and Warranties Accurate

                      	
                        48

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.4

                      	
                        Validity
      and Sufficiency of Security Documents

                      	
                        48

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.5

                      	
                        Litigation

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.6

                      	
                        Formation
      Documents and Entity Agreements

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.7

                      	
                        Compliance
      With Law

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.8

                      	
                        Compliance
      With Financial Covenants

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.9

                      	
                        Borrowing
      Base Property Due Diligence

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.10

                      	
                        Condition
      of Property

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.11

                      	
                        Insurance

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.12

                      	
                        Third
      Party Consents and Agreements

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.13

                      	
                        Legal
      and other Opinions

                      	
                        49

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.1.14

                      	
                        No
      Default

                      	
                        50

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        5.2

                      	
                        Conditions
      to all Credit Extensions

                      	
                        50

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.2.1

                      	
                        Representations
      and Warranties

                      	
                        50

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.2.2

                      	
                        No
      Default

                      	
                        50

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.2.3

                      	
                        Financial
      Covenant Compliance

                      	
                        50

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        5.2.4

                      	
                        Revolving
      Loan Notice

                      	
                        50

                      
	 
      	 
      	 
      	 
      	 
      
	
                        6.

                      	
                        REPRESENTATIONS
      AND WARRANTIES

                      	
                        50

                      
	 
      	 
      	 
      
	 
      	
                        6.1

                      	
                        Formation

                      	
                        50

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.2

                      	
                        Proceedings;
      Enforceability

                      	
                        50

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.3

                      	
                        Conflicts

                      	
                        51

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.4

                      	
                        Ownership
      and Taxpayer Identification Numbers

                      	
                        51

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.5

                      	
                        Litigation

                      	
                        51

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.6

                      	
                        Information

                      	
                        51

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.7

                      	
                        Taxes

                      	
                        51

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.8

                      	
                        Financial
      Information

                      	
                        51

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.9

                      	
                        Control
      Provisions

                      	
                        52

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.10

                      	
                        Formation
      Documents

                      	
                        52

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.11

                      	
                        Bankruptcy
      Filings

                      	
                        52

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.12

                      	
                        Investment
      Company

                      	
                        52

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.13

                      	
                        Solvency

                      	
                        52

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.14

                      	
                        Borrowing
      Base Properties

                      	
                        52

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        6.14.1

                      	
                        Licenses
      and Permits

                      	
                        52

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        6.14.2

                      	
                        Ownership

                      	
                        52

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        6.14.3

                      	
                        Environmental
      Matters

                      	
                        53

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        6.15

                      	
                        Margin
      Regulations; Use of Proceeds

                      	
                        53

                      
	 
      	 
      	 
      	 
      
	 
      	
                        6.16

                      	
                        Insurance

                      	
                        53

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  6.17

                	
                  Deferred
      Compensation and ERISA

                	
                  53

                
	 
      	 
      	 
      	 
      
	 
      	
                  6.18

                	
                  Property
      Matters

                	
                  53

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  6.18.1

                	
                  Borrowing
      Base Properties

                	
                  53

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  6.18.2

                	
                  Flood
      Hazard

                	
                  53

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  6.19

                	
                  No
      Default

                	
                  53

                
	 
      	 
      	 
      	 
      
	 
      	
                  6.20

                	
                  Governmental
      Authorizations; Other Consents

                	
                  53

                
	 
      	 
      	 
      	 
      
	 
      	
                  6.21

                	
                  Qualification
      as a REIT

                	
                  54

                
	 
      	 
      	 
      	 
      
	 
      	
                  6.22

                	
                  Compliance
      with Laws

                	
                  54

                
	 
      	 
      	 
      	 
      
	 
      	
                  6.23

                	
                  Significant
      Subsidiary

                	
                  54

                
	 
      	 
      	 
      	 
      
	
                  7.

                	
                  AFFIRMATIVE
      COVENANTS

                	
                  54

                
	 
      	 
      	 
      
	 
      	
                  7.1

                	
                  Notices

                	
                  54

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.2

                	
                  Financial
      Statements; Reports; Officer's Certificates

                	
                  54

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.1

                	
                  Annual
      Statements

                	
                  54

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.2

                	
                  Periodic
      Statements

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.3

                	
                  Borrowing
      Base Property Reports

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.4

                	
                  SEC
      Reports

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.5

                	
                  Compliance
      Certificates

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.6

                	
                  Data
      Requested

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.7

                	
                  Tax
      Returns

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.8

                	
                  Entity
      Notices

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.9

                	
                  Other
      Defaults

                	
                  55

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.2.10

                	
                  Notice
      of Litigation

                	
                  56

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  7.3

                	
                  Existence

                	
                  56

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.4

                	
                  Payment
      of Taxes

                	
                  56

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.5

                	
                  Insurance;
      Casualty, Taking

                	
                  56

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.5.1

                	
                  General
      Insurance Requirements

                	
                  56

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.5.2

                	
                  Payment
      of Premiums

                	
                  56

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.5.3

                	
                  Notice
      of Damage

                	
                  57

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  7.6

                	
                  Inspection

                	
                  57

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.7

                	
                  Loan
      Documents

                	
                  57

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.8

                	
                  Further
      Assurances

                	
                  57

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.9

                	
                  Books
      and Records

                	
                  57

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.10

                	
                  Business
      and Operations

                	
                  57

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.11

                	
                  Title

                	
                  57

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.12

                	
                  Estoppel

                	
                  58

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.13

                	
                  ERISA

                	
                  58

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.14

                	
                  Compliance
      with Laws

                	
                  58

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.15

                	
                  Costs
      and Expenses

                	
                  58

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.16

                	
                  Appraisals

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.16.1

                	
                  Appraisal

                	
                  59

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.16.2

                	
                  Costs
      of Appraisal

                	
                  59

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  7.17

                	
                  Indemnification

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.18

                	
                  Payment
      of Obligations

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.19

                	
                  Leverage
      Ratio

                	
                  59

                


        

      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  7.20

                	
                  Fixed
      Charge Ratio

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.21

                	
                  Debt
      Service Coverage Ratio

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.22

                	
                  Adjusted
      Net Operating Income Ratio

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.23

                	
                  Total
      Development and Joint Venture Investment Ratio

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.24

                	
                  Dividend
      Payout Ratio

                	
                  59

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.25

                	
                  Net
      Worth

                	
                  60

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.26

                	
                  Borrowing
      Base Property Covenants

                	
                  60

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.26.1

                	
                  Apartment
      Community

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.26.2

                	
                  Business
      Strategy

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  7.27

                	
                  Replacement
      Documentation

                	
                  60

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.28

                	
                  Maintenance
      of REIT Status

                	
                  60

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.29

                	
                  The
      Lenders' Consultants

                	
                  60

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.29.1

                	
                  Right
      to Employ

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.29.2

                	
                  Functions

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.29.3

                	
                  Payment

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.29.4

                	
                  Access

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  7.29.5

                	
                  No
      Liability

                	
                  60

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  7.30

                	
                  Bank
      Accounts

                	
                  61

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.31

                	
                  Significant
      Subsidiaries to be a Guarantor

                	
                  61

                
	 
      	 
      	 
      	 
      
	
                  8.

                	
                  NEGATIVE
      COVENANTS

                	
                  61

                
	 
      	 
      	 
      
	 
      	
                  8.1

                	
                  No
      Changes to the Borrower and other Loan Parties

                	
                  61

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.2

                	
                  Restrictions
      on Liens

                	
                  61

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.1

                	
                  Administrative
      Agent's Liens

                	
                  61

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.2

                	
                  Permitted
      Debt

                	
                  61

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.3

                	
                  Tax
      Liens

                	
                  61

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.4

                	
                  Judgment
      Liens

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.5

                	
                  Personal
      Property Liens

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.6

                	
                  L/C
      Issuer Liens

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.7

                	
                  Easements,
      Etc.

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.2.8

                	
                  Other
      Encumbrances

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  8.3

                	
                  Consolidations,
      Mergers, Sales of Assets, Issuance and Sale of Equity

                	
                  62

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.1

                	
                  Transfers

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.2

                	
                  Non-Loan
      Parties

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.3

                	
                  Loan
      Parties

                	
                  62

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.4

                	
                  Borrowing
      Base Properties

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.5

                	
                  Leases

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.6

                	
                  Property
      Transfers

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.7

                	
                  Ordinary
      Course

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.8

                	
                  With
      Consent

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.9

                	
                  Equity
      Issuances

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.10

                	
                  Merger
      of Loan Parties

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  8.3.11

                	
                  Permitted
      Transfers

                	
                  63

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  8.4

                	
                  Restrictions
      on Debt

                	
                  63

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.5

                	
                  Other
      Business

                	
                  63

                


        

      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  8.6

                	
                  Change
      of Control

                	
                  63

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.7

                	
                  Forgiveness
      of Debt

                	
                  63

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.8

                	
                  Affiliate
      Transactions

                	
                  63

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.9

                	
                  ERISA

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.10

                	
                  Bankruptcy
      Filings

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.11

                	
                  Investment
      Company

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.12

                	
                  Swap
      Contracts

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.13

                	
                  Use
      of Proceeds

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.14

                	
                  Distributions

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.15

                	
                  Restrictions
      on Investments

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.16

                	
                  Negative
      Pledges, etc.

                	
                  64

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.17

                	
                  Other
      Covenants

                	
                  65

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.18

                	
                  Accounts
      Receivable from Related Persons

                	
                  65

                
	 
      	 
      	 
      	 
      
	 
      	
                  8.19

                	
                  Loans
      to Officers and Employees

                	
                  65

                
	 
      	 
      	 
      	 
      
	
                  9.

                	
                  SPECIAL
      PROVISIONS

                	
                  65

                
	 
      	 
      	 
      
	 
      	
                  9.1

                	
                  Legal
      Requirements

                	
                  65

                
	 
      	 
      	 
      	 
      
	 
      	
                  9.2

                	
                  Limited
      Recourse Provisions

                	
                  65

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  9.2.1

                	
                  Borrower
      Fully Liable

                	
                  65

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  9.2.2

                	
                  Certain
      Non-Recourse

                	
                  65

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  9.2.3

                	
                  Additional
      Matters

                	
                  65

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  9.3

                	
                  Payment
      of Obligations

                	
                  66

                
	 
      	 
      	 
      	 
      
	
                  10.

                	
                  EVENTS
      OF DEFAULT

                	
                  66

                
	 
      	 
      	 
      
	 
      	
                  10.1

                	
                  Default
      and Events of Default

                	
                  66

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.1

                	
                  Failure
      to Pay the Credit Facility

                	
                  66

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.2

                	
                  Failure
      to Make Other Payments

                	
                  66

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.3

                	
                  Security
      Documents and Other Loan Documents

                	
                  66

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.4

                	
                  Default
      under Other Agreements

                	
                  67

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.5

                	
                  Representations
      and Warranties

                	
                  67

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.6

                	
                  Affirmative
      Covenants

                	
                  67

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.7

                	
                  Negative
      Covenants

                	
                  67

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.8

                	
                  Financial
      Status and Insolvency

                	
                  67

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.9

                	
                  Loan
      Documents

                	
                  67

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.10

                	
                  Judgments

                	
                  67

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.11

                	
                  ERISA

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.12

                	
                  Change
      of Control

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.13

                	
                  Indictment;
      Forfeiture

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.1.14

                	
                  Generally

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  10.2

                	
                  Grace
      Periods and Notice

                	
                  68

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.2.1

                	
                  No
      Notice or Grace Period

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.2.2

                	
                  Nonpayment
      of Interest

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.2.3

                	
                  Other
      Monetary Defaults

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.2.4

                	
                  Nonmonetary
      Defaults Capable of Cure

                	
                  68

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  10.2.5

                	
                  Borrowing
      Base Property Defaults

                	
                  69

                
	 
      	 
      	 
      	 
      	 
      
	
                  11.

                	
                  REMEDIES

                	
                  69

                


        

      

    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  11.1

                	
                  Remedies

                	
                  69

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  11.1.1

                	
                  Accelerate
      Debt

                	
                  69

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  11.1.2

                	
                  Collateralize
      Letters of Credit

                	
                  69

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  11.1.3

                	
                  Pursue
      Remedies

                	
                  69

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  11.2

                	
                  Distribution
      of Liquidation Proceeds

                	
                  69

                
	 
      	 
      	 
      	 
      
	
                  12.

                	
                  SECURITY
      INTEREST AND SET-OFF

                	
                  70

                
	 
      	 
      	 
      
	 
      	
                  12.1

                	
                  Security
      Interest

                	
                  70

                
	 
      	 
      	 
      	 
      
	 
      	
                  12.2

                	
                  Set-Off/Sharing
      of Payments

                	
                  70

                
	 
      	 
      	 
      	 
      
	 
      	
                  12.3

                	
                  RESERVED

                	
                  71

                
	 
      	 
      	 
      	 
      
	 
      	
                  12.4

                	
                  Additional
      Rights

                	
                  71

                
	 
      	 
      	 
      	 
      
	
                  13.

                	
                  THE
      ADMINISTRATIVE AGENT AND THE LENDERS

                	
                  71

                
	 
      	 
      	 
      
	 
      	
                  13.1

                	
                  Rights,
      Duties and Immunities of the Administrative Agent

                	
                  71

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.1

                	
                  Appointment
      of Administrative Agent

                	
                  71

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.2

                	
                  No
      Other Duties, Etc.

                	
                  71

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.3

                	
                  Delegation
      of Duties

                	
                  71

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.4

                	
                  Exculpatory
      Provisions

                	
                  71

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.5

                	
                  Reliance
      by Administrative Agent

                	
                  72

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.6

                	
                  Notice
      of Default

                	
                  72

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.7

                	
                  Lenders'
      Credit Decisions

                	
                  73

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.8

                	
                  Administrative
      Agent's Reimbursement and Indemnification

                	
                  73

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.9

                	
                  Administrative
      Agent in its Individual Capacity

                	
                  73

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.10

                	
                  Successor
      Administrative Agent

                	
                  73

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.11

                	
                  Administrative
      Agent May File Proofs of Claim

                	
                  74

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.1.12

                	
                  Collateral
      and Guaranty Matters

                	
                  75

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  13.2

                	
                  Respecting
      Loans and Payments

                	
                  75

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.2.1

                	
                  Adjustments

                	
                  75

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.2.2

                	
                  Setoff

                	
                  75

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.2.3

                	
                  Distribution
      by the Administrative Agent

                	
                  75

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.2.4

                	
                  Limited
      Assignment Right of Borrower

                	
                  75

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.2.5

                	
                  Holders

                	
                  76

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  13.3

                	
                  Assignments
      by Lenders

                	
                  76

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.3.1

                	
                  Successors
      and Assigns Generally

                	
                  76

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.3.2

                	
                  Assignments
      by Lenders

                	
                  76

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.3.3

                	
                  Register

                	
                  78

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.3.4

                	
                  Participations

                	
                  78

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.3.5

                	
                  Limitations
      upon Participant Rights

                	
                  79

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.3.6

                	
                  Certain
      Pledges

                	
                  79

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.3.7

                	
                  Resignation
      as Swing Line Lender and L/C Issuer after Assignment

                	
                  79

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  13.4

                	
                  Administrative
      Matters

                	
                  79

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.4.1

                	
                  Amendment,
      Waiver, Consent, Etc.

                	
                  79

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  13.4.2

                	
                  Deemed
      Consent or Approval

                	
                  80

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  13.5

                	
                  Defaulting
      Lenders

                	
                  81

                
	 
      	 
      	 
      	 
      
	
                  14.

                	
                  CASUALTY
      AND TAKING

                	
                  81

                
	 
      	 
      	 
      
	 
      	
                  14.1

                	
                  Casualty
      or Taking; Obligation To Repair

                	
                  81

                


        

      

    

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  14.2

                	
                  Adjustment
      of Claims

                	
                  81

                
	 
      	 
      	 
      	 
      
	 
      	
                  14.3

                	
                  Payment
      and Application of Insurance Proceeds and Condemnation
    Awards

                	
                  82

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  14.3.1

                	
                  Insurance
      Proceeds

                	
                  81

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  14.3.2

                	
                  Release
      of Funds

                	
                  81

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  14.3.3

                	
                  Conditions

                	
                  82

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  14.4

                	
                  Conditions
      To Release of Insurance Proceeds

                	
                  82

                
	 
      	 
      	 
      	 
      
	 
      	
                  14.5

                	
                  Consultants

                	
                  82

                
	 
      	 
      	 
      	 
      
	 
      	
                  14.6

                	
                  Final
      Payments

                	
                  83

                
	 
      	 
      	 
      	 
      
	 
      	
                  14.7

                	
                  No
      Default

                	
                  83

                
	 
      	 
      	 
      	 
      
	
                  15.

                	
                  GENERAL
      PROVISIONS

                	
                  83

                
	 
      	 
      	 
      
	 
      	
                  15.1

                	
                  Notices

                	
                  83

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.2

                	
                  Interest
      Rate Limitation

                	
                  84

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.3

                	
                  Parties
      Bound

                	
                  84

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.4

                	
                  Governing
      Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial

                	
                  85

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.4.1

                	
                  GOVERNING
      LAW

                	
                  85

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.4.2

                	
                  SUBMISSION
      TO JURISDICTION

                	
                  85

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.4.3

                	
                  WAIVER
      OF VENUE

                	
                  85

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.4.4

                	
                  SERVICE
      OF PROCESS

                	
                  85

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.4.5

                	
                  WAIVER
      OF JURY TRIAL

                	
                  86

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  15.5

                	
                  Survival

                	
                  86

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.6

                	
                  Cumulative
      Rights

                	
                  86

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.7

                	
                  Expenses;
      Indemnity; Damage Waiver

                	
                  86

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.7.1

                	
                  Costs
      and Expenses

                	
                  86

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.7.2

                	
                  Indemnification
      by the Borrower

                	
                  87

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.7.3

                	
                  Reimbursement
      by Lenders

                	
                  87

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.7.4

                	
                  Waiver
      of Consequential Damages, Etc.

                	
                  87

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.7.5

                	
                  Payments

                	
                  87

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  15.7.6

                	
                  Survival

                	
                  87

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  15.8

                	
                  Regarding
      Consents

                	
                  87

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.9

                	
                  Obligations
      Absolute

                	
                  88

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.10

                	
                  Table
      of Contents, Title and Headings

                	
                  88

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.11

                	
                  Counterparts

                	
                  88

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.12

                	
                  Time
      Of the Essence

                	
                  88

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.13

                	
                  No
      Oral Change

                	
                  88

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.14

                	
                  Monthly
      Statements

                	
                  88

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.15

                	
                  No
      Advisory or Fiduciary Responsibility

                	
                  88

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.16

                	
                  USA
      PATRIOT Act

                	
                  89

                
	 
      	 
      	 
      	 
      
	 
      	
                  15.17

                	
                  Treatment
      of Certain Information; Confidentiality

                	
                  89

                
	 
      	 
      	 
      	 
      
	
                  Exhibit
      A  (Form of Assignment and
      Assumption)

                	
                   

                
	 
      	 
      
	
                  Exhibit
      B  (Form of Compliance
      Certificate)

                	
                   

                
	 
      	 
      
	
                  Exhibit
      C  (Form of
      Note)

                	
                   

                
	 
      	 
      
	
                  Exhibit
      D  (Form of Revolving Loan
      Notice)

                	
                   

                
	 
      	 
      
	
                  Exhibit
      E  (Form of Closing Compliance
      Certificate)

                	
                   

                
	 
      	 
      
	
                  Schedule
      1.1(a)  (Lenders'
      Commitments)

                	
                   

                


        

      

    

     

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Schedule
      1.1(b)  (Existing Letters of
      Credit)

                          	
                             

                          
	 	 
	
                            Schedule
      4  (Authorized
      Officers)

                          	
                             

                          
	 	 
	
                            Schedule
      5.1.11  (Required Property,
      Hazard and Other Insurance)

                          	
                              

                          
	 	 
	
                            Schedule
      6.4  (Taxpayer Identification
      Numbers)

                          	
                             

                          
	 	 
	
                            Schedule
      6.14.2  (Borrowing Base
      Properties)

                          	
                             

                          
	 	 
	
                            Schedule 15.1  (Notices)

                          	
                             

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        ix

        
          

        

      

      
        
        

      

    

     

    SECOND
AMENDED AND RESTATED

    REVOLVING
CREDIT AGREEMENT

     

    This
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement") is made
and entered into as of March 31, 2010, by and among MID-AMERICA APARTMENT COMMUNITIES,
INC., a Tennessee corporation, and MID-AMERICA APARTMENTS, L.P.,
a Tennessee limited partnership (together, the "Borrower"), the
several banks and other financial institutions as are, or may from time to time
become parties to this Agreement (each a "Lender" and
collectively, the "Lenders"), REGIONS BANK, an Alabama
banking corporation, as administrative agent for the Lenders (in such capacity,
and together with its successors in such capacity, the "Administrative
Agent"), and REGIONS
CAPITAL MARKETS, a division of Regions Bank, as Lead Arranger and Sole
Bookrunner.

     

    Recitals

     

    A.           The
Borrower is a party to that certain Revolving Credit Agreement (Amended and
Restated), dated as of July 17, 2003 (as amended from time to time through the
date hereof, the "Existing Loan
Agreement"), among the Borrower, the lenders party thereto and Regions
Bank, as administrative agent.

    


    B.           The
Borrower has requested that the Lenders amend and restate the Existing Loan
Agreement in this Agreement.

    


    C.           The
Lenders have agreed to amend and restate the Existing Loan Agreement and to
provide a credit facility to the Borrower in an aggregate amount of $50,000,000,
subject to increase, on the terms and conditions hereinafter set
forth.

    


    Agreement

     

    NOW, THEREFORE, in
consideration of the recitals and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

     

    
      	
              1.

            	
              DEFINITIONS.

            


    

     

    1.1          Defined
Terms.

     

    As used
in this Agreement, the following terms shall have the meanings specified below
unless the context otherwise requires:

     

    "Additional Collateral
Request" shall have the meaning set forth in Section
3.5.

     

    "Adjusted Appraised
Value" shall mean, with respect to the Borrowing Base Properties that are
Stabilized Assets, sixty-five percent (65%) of the Aggregate Appraised Value of
such Stabilized Assets.

     

    "Adjusted Fair Market
Value" shall mean, with respect to the Borrowing Base Properties,
sixty-five percent (65%) of the Aggregate Fair Market Value of such Borrowing
Base Properties.

     

    "Adjusted FFO" shall
mean, for Parent and its Consolidated Subsidiaries, net income (loss) (computed
in accordance with GAAP), excluding gains (or losses) from (i) debt
restructurings, (ii) sales of real property, and (iii) extraordinary and/or
nonrecurring items, plus real estate related depreciation and amortization and
after adjustments for unconsolidated partnerships and joint ventures, as set
forth in more detail under the definitions and interpretations thereof relative
to funds from operations promulgated by the National Association of Real Estate
Investment Trusts or its successor.

     

    "Adjusted Net Operating
Income" shall mean, for any Calculation Period for any Individual
Property, the Pro Rata Share of (i) Net Operating Income for the Calculation
Period, annualized, less (ii) management fees (calculated as the greater of
either 5% of total revenue for the Calculation Period, annualized, or actual
management expenses incurred during the Calculation Period, annualized), to the
extent not already deducted from Net Operating Income, less (iii) allowances for
capital expenditures in the amount of $50 per rental unit for the Calculation
Period, annualized.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    "Adjusted Net Operating
Income Ratio" shall mean, for each Calculation Period, the ratio of (a)
Adjusted Net Operating Income to (b) Assumed Debt Service.

     

    "Administrative Agent"
shall mean Regions Bank, an Alabama banking corporation, acting as agent for the
Lenders, together with its successors and assigns.

     

    "Administrative Agent's
Office" shall mean the Administrative Agent's address and, as
appropriate, account as set forth in Section 15.1, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

     

    "Administrative
Questionnaire" shall mean an Administrative Questionnaire in a form
supplied by the Administrative Agent.

     

    "Affiliate" shall
mean, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

     

    "Aggregate Appraised
Value" shall mean, with respect to any group of Collateral Properties,
the sum of the Appraised Value for such Collateral Properties.

     

    "Aggregate Fair Market
Value" shall mean, with respect to any group of Collateral Properties,
the sum of the Fair Market Value for such Collateral Properties.

     

    "Agreement" shall have
the meaning set forth in the Preamble.

     

    "Applicable Margin"
shall mean (a) for LIBO Rate Advances, 2.75% and (b) for Base Rate Advances,
1.75%.

     

    "Appraisal" shall mean
an MAI appraisal reflecting the "as is" appraised market value of an Individual
Property ordered by the Administrative Agent (or by the Borrower in accordance
with Section
7.16.1) in form and substance reasonably acceptable to the Administrative
Agent and the Required Lenders and prepared by an appraiser reasonably
acceptable to the Administrative Agent.

     

    "Appraised Value"
shall mean, with respect to any Collateral Property, the "as is" appraised
market value for such Collateral Property set forth in an
Appraisal.

     

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

     

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

     

    "Assignment and
Assumption" shall mean an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required
by Section
13.3, and accepted by the Administrative Agent),in substantially the form
of Exhibit A
attached hereto or any other form approved by the Administrative
Agent.

     

    "Assumed Debt Service"
shall be calculated as the amount of monthly installments of principal and
interest that would be required to be paid on the Credit Facility during the
Calculation Period, annualized, based on an assumed principal amortization of
twenty-five (25) years and an assumed interest rate of the greater of (i) the
then prevailing 10-year U.S. Treasury note rate plus 200 basis points, or (ii)
seven percent (7.0%).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Authorized Officer"
shall mean, with respect to any Loan Party or any of their constituent entities,
the President, Managing Member, General Partner or other authorized officer
whose name appears on a certificate of incumbency executed and delivered
concurrently with the execution of this Agreement, as such certificate of
incumbency may be amended from time to time to identify the names of the
individuals then holding such offices and authority, in form and substance
satisfactory to the Administrative Agent.

     

    "Base Rate" shall mean
for any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) the
LIBO Rate (as specified in clause (b) of the definition thereof) plus
1.00%.

     

    "Base Rate Advance"
shall mean any principal amount outstanding under this Agreement which pursuant
to this Agreement bears interest at the Base Rate plus the Applicable Margin for
Base Rate Advances.

     

    "Book Value" shall
mean the value of such property or asset, as determined in accordance with
GAAP.

     

    "Borrower" shall have
the meaning set forth in the Preamble.

     

    "Borrower
Subsidiaries" shall mean, individually and collectively, all of the
Subsidiaries of the Borrower.

     

    "Borrower Reduction
Date" shall have the meaning set forth in Section
2.2.2(b).

     

    "Borrower Termination
Date" shall have the meaning set forth in Section
2.2.2(a).

     

    "Borrowing Base
Property" and "Borrowing Base
Properties" shall mean, the Individual Properties initially listed in
Schedule 6.14.2
attached hereto, plus any Individual Property which subsequently becomes a
Borrowing Base Property in accordance with Section 3.5, hereof,
but excluding (i) any Borrowing Base Property which is determined by the
Administrative Agent to no longer be a Borrowing Base Property in accordance
with Section
3.4, hereof, or (ii) any Borrowing Base Property which is released as
Collateral in accordance with Section 3.3
hereof.

     

    "Borrowing Base Property
Owner" and "Borrowing Base Property
Owners" shall mean, from time to time, the Borrower or the Wholly-Owned
Subsidiary(ies) of the Borrower which is or are the owner or owners of the fee
simple interest in a Borrowing Base Property or the Borrowing Base
Properties.

     

    "Borrowing Base Property
Requirements" shall mean the requirements, with respect to any Individual
Property, set forth below:

     

    (a)          The
Individual Property satisfies all Eligibility Criteria.

     

    (b)          The
Borrower (or applicable Loan Party) has executed all Security Documents in
connection with such Individual Property, including, without limitation, the
Security Documents set forth in Sections 3.1.1
through and including Section 3.1.3
hereof.

     

    (c)          The
Individual Property is owned by the Borrower or a Wholly-Owned Subsidiary of the
Borrower, except as otherwise approved by the Administrative Agent and the
Required Lenders.

     

    (d)          The
Administrative Agent shall have received and completed a satisfactory review of
such due diligence as the Administrative Agent and the Required Lenders may
reasonably require (with the Borrower delivering such diligence to the
Administrative Agent for delivery to the Lenders) with respect to any Individual
Property, including, without limitation:

     

    (i)           (1)           A
mortgagee title insurance policy naming the Administrative Agent, on behalf of
the Lenders, as the first mortgagee, which meets the Administrative Agent's
title insurance requirements furnished to the Borrower to the reasonable
satisfaction of the Administrative Agent and the Administrative Agent's counsel
in the amount of the Borrowing Base Value; and (2) such other evidence of the
perfection of its security interests as the Administrative Agent and the
Administrative Agent's counsel may reasonably require;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii)          A
current, as-built survey of the Individual Property containing a certification
thereon, or on a separate surveyor's certificate, of a land surveyor reasonably
acceptable to the Administrative Agent which meets the Administrative Agent's
survey requirements furnished to the Borrower to the reasonable satisfaction of
the Administrative Agent and the Administrative Agent's counsel;

     

    (iii)         A
copy of any reciprocal easement agreements with respect to the Individual
Property and, if reasonably requested by the Administrative Agent, an estoppel
certificate from all of the parties thereto in form and substance reasonably
acceptable to the Administrative Agent;

     

    (iv)         Evidence
of insurance complying with the requirements of Schedule 5.1.11
attached hereto;

     

    (v)          A
current Appraisal; provided, however, that
Appraisals that are less than twelve (12) months old shall be
acceptable;

     

    (vi)         A
current environmental Phase I Site Assessment performed by a firm reasonably
acceptable to the Administrative Agent within six (6) months of submission to
the Administrative Agent (or within six (6) months of when such Individual
Property became a Borrowing Base Property), which indicates the property is free
from recognized hazardous materials or substances apparent from the inspection,
or affected by such environmental matters as may be reasonably acceptable to the
Administrative Agent and the Required Lenders;

     

    (vii)        A
current Inspection Report performed by a firm reasonably acceptable to the
Administrative Agent within six (6) months of submission to the Administrative
Agent, such report to be reasonably acceptable to the Administrative Agent and
the Required Lenders;

     

    (viii)       Such
other real estate documents (including, without limitation, flood hazard
determinations and evidence of flood insurance to the extent required)
reasonably deemed appropriate for commercially reasonable underwriting by the
Administrative Agent in respect of the Borrowing Base Property;

     

    (ix)         Evidence
of compliance with current zoning regulations as may be reasonably acceptable to
the Administrative Agent and the Required Lenders; and

     

    (xi)         An
opinion of counsel of the Borrower in form and substance satisfactory to the
Administrative Agent.

     

    "Borrowing Base Value"
shall mean, as of the most recent Compliance Certificate or Borrowing Base
Property report, as applicable, delivered to the Administrative Agent, the sum
of (a) for Borrowing Base Properties that are Stabilized Assets (subject to
subclause (c) herein), the Adjusted Fair Market Value of such Borrowing Base
Properties, plus (b) for Borrowing Base Properties that are Non-Stabilized
Assets, the Adjusted Fair Market Value of such Non-Stabilized Assets, plus (c)
for Borrowing Base Properties that are Stabilized Assets, for the period
commencing on the date a Stabilized Asset is added as a Borrowing Base Property
and continuing thereafter through a full calendar quarter, the Adjusted
Appraised Value of such Stabilized Assets.  Notwithstanding the above,
if an Event of Loss as to any Borrowing Base Property that is a Stabilized Asset
occurs to the extent that twenty-five percent (25%) or less of the apartment
units included in such Stabilized Asset are rendered uninhabitable, the
Borrowing Base Value for such Stabilized Asset shall be immediately reduced to
an amount equal to sixty percent (60%) of the Fair Market Value of such
Stabilized Asset immediately prior to such Event of Loss; provided, however, that if the
damaged Stabilized Asset is insured in an amount sufficient to rebuild or
restore such damage and if loss of rents insurance is available during the
repair and reconstruction period, no reduction in the Borrowing Base Value will
result hereunder.  It is agreed that if such Stabilized Asset is
determined by the Administrative Agent to no longer be a Restoration Property,
the Borrowing Base Value shall be recalculated as of the date such Stabilized
Asset is determined to no longer be a Restoration Property, based on the then
Adjusted Fair Market Value.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    "Breakage Fee" shall
have the meaning set forth in Section
2.3.15.

     

    "Business Day" shall
mean any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Laws of, or are in fact closed in, the
state where the Administrative Agent's Office is located and, if such day
relates to any LIBO Rate Advance, shall mean any such day on which dealings in
Dollar deposits are conducted by and between banks in the London interbank
eurodollar market.  Further, except as otherwise set forth in the Loan
Documents, payments shall be due on the first Business Day of each calendar
month.

     

    "Calculation Date"
shall mean the last day of each calendar quarter commencing with March 31,
2010.

     

    "Calculation Period"
shall mean for each Calculation Date, the just completed calendar quarter
(inclusive of the applicable Calculation Date).

     

    "Capital Stock" shall
mean (i) with respect to any Person that is a corporation, any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, including without limitation, each class or
series of common stock and preferred stock of such Person and (ii) with respect
to any Person that is not a corporation, any and all investment units,
partnership, membership or other equity interests of such Person.

     

    "Cash Collateral"
shall have the meaning set forth in Section
2.6.7.

     

    "Cash Collateralize"
shall have the meaning set forth in Section
2.6.7.

     

    "Certificate of
Occupancy" shall mean a certificate of occupancy issued by the
governmental authority in whose jurisdiction the subject Borrowing Base Property
lies, or such other comparable governmental approval if a certificate of
occupancy is not utilized by the applicable governmental authority.

     

    "Change in Law" shall
mean the occurrence of any of the following:  (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation or
application thereof by any Governmental Authority or (c) the making or issuance
of any request, guideline or directive (whether or not having the force of law)
by any Governmental Authority.

     

    "Change of Control"
shall mean the occurrence of any of the following:

     

    (a)          The
acquisition by any Person, or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) of Persons acting
in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of 30% or more of the outstanding shares of
voting stock of Parent, other than short term acquisitions necessary in
connection with the ultimate sale or other offerings of equity interests
otherwise permitted hereunder;

     

    (b)          During
any period of twelve (12) consecutive calendar months, individuals:

     

    (1)          who
were directors of Parent on the first day of such period shall cease to
constitute a majority of the board of directors of Parent; or

     

    (2)          whose
election or nomination for election to the board of directors of Parent was
recommended or approved by at least a majority of the directors then still in
office who were directors of Parent on the first day of such period, or whose
election or nomination for election was so approved, shall cease to constitute a
majority of the board of directors of Parent; or

     

    (c)          Parent
shall cease to be the sole general partner of Mid-America; or

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (d)          Parent
shall cease to own a minimum of 50% of the beneficial ownership interest in
Mid-America; or

     

    (e)          With
respect to any Borrowing Base Property Owner that is not a Borrower, the
transfer of any ownership interest therein such that such Borrowing Base
Property Owner is not a Wholly-Owned Subsidiary of the Borrower; or

     

    (f)           Exchanges
by existing limited partners of Mid-America of their respective limited
partnership interests for capital stock of Parent, which exceed in the
aggregate, as to all such exchanges or transfers, more than thirty-five percent
(35%) of the partnership interests of Mid-America.

     

    "Closing Compliance
Certificate" shall have the meaning set forth in Section
5.1.2(b).

     

    "Closing Date" shall
have the meaning set forth in Section
5.1.

     

    "Code" shall mean the
Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.  Section references to the
Code are to the Code, as in effect at the date of this Agreement and any
subsequent provisions of the Code, amendatory thereof, supplemental thereto or
substituted therefor.

     

    "Collateral" shall
have the meaning set forth in Section
3.1.

     

    "Collateral Property"
and "Collateral
Properties" shall mean any Borrowing Base Property or Borrowing Base
Properties and other Individual Properties which (i) were a Borrowing Base
Property, (ii) were no longer deemed such under Section 3.4.1, and
(iii) for which the Release Conditions have not been satisfied, as described in
Section
3.4.2.

     

    "Collateral Release
Request" shall have the meaning set forth in Section
3.3.

     

    "Commitment" shall
mean, with respect to each Lender, the amount set forth on Schedule 1.1(a)
attached hereto as the amount of such Lender's commitment to make advances to
the Borrower, as may be amended from time to time by the Administrative Agent as
provided in Article
13 and Section
2.1.1(c).

     

    "Commitment
Percentage" shall mean with respect to any Lender at any time, the
percentage of the Total Commitments represented by such Lender's Commitment at
such time.  If the commitment of each Lender to make Revolving Loan
Advances, the obligation of the Swing Line Lender to make Swing Line Advances
and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Article 11 or if the
Total Commitments have expired, then the Commitment Percentage of each Lender
shall be determined based on the Commitment Percentage of such Lender most
recently in effect, giving effect to any subsequent assignments. The initial
Commitment Percentage of each Lender is set forth opposite the name of such
Lender on Schedule
1.1(a) attached hereto or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

     

    "Compliance
Certificate" shall mean a compliance certificate in the form of Exhibit B attached
hereto.

     

    "Consolidated" or
"Consolidating"
shall mean consolidated or consolidating as defined in accordance with
GAAP.

     

    "Consolidated Entity"
or "Consolidated
Entities" shall mean, singly and collectively, the Borrower and any
Subsidiary of the Borrower that is Consolidated.

     

    "Consolidated EBITDA"
shall mean the sum of the Pro Rata Share of EBITDA for each Consolidated
Entity.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    "Consolidated Total
Assets" shall mean, for any Person, all assets of such Person and its
Subsidiaries determined on a consolidated basis in accordance with GAAP;
provided that all assets composed of real property shall be valued on an
undepreciated cost basis and the portion of any joint venture assets owned by
such Person shall be included in Consolidated Total Assets.  The
assets of a Person and its Subsidiaries shall be adjusted to reflect such
Person’s allocable share of such assets, for the relevant period or as of the
date of determination, taking into account (a) the relative proportion of each
such item derived from assets directly owned by such Person and from assets
owned by its Subsidiaries, and (b) such Person’s respective ownership interest
in its Subsidiaries.

     

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

     

    "Cost to Repair" shall
have the meaning set forth in Section
14.3.1.

     

    "Credit Extension"
shall mean each of the following: (a) a Loan Advance, (b) a Swing Line Advance
and (c) an L/C Credit Extension.

     

    "Credit Facility"
shall mean all extensions of credit by a Lender, the Swing Line Lender or the
L/C Issuer to the Borrower pursuant to this Agreement.

     

    "Debt" shall mean,
with respect to any Person, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all indebtedness of such Person for the deferred
purchase price of property or services (other than property and services
purchased, and expense accruals and deferred compensation items arising, in the
ordinary course of business), (iii) all obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments (other than performance,
surety and appeal bonds arising in the ordinary course of business), (iv) all
indebtedness of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (v) all obligations of such Person under leases which have been, or
should be, in accordance with GAAP, recorded as capital leases, to the extent
required to be so recorded, (vi) all reimbursement, payment or similar
obligations of such Person, contingent or otherwise, under acceptance, letter of
credit or similar facilities (other than letters of credit in support of trade
obligations or in connection with workers' compensation, unemployment insurance,
old-age pensions and other social security benefits in the ordinary course of
business), (vii) any Guarantee of any indebtedness or other obligation of any
Person, either directly or indirectly, of indebtedness described in clauses (i)
through (vi), and (viii) all Debt referred to in clauses (i) through (vii) above
secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien, security interest or other
charge or encumbrance upon or in property (including, without limitation,
accounts and contract rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Debt.  For the
purposes of the calculation of the Financial Covenants, Debt of any entity in
which a Person owns an ownership interest shall be calculated on its Pro Rata
Share of such Debt, unless such Person has delivered a guaranty or other
indemnity in connection with such Debt creating a greater proportionate
liability, in which event, such greater liability shall apply.

     

    "Debt Service Coverage
Ratio" shall mean, for each Calculation Period, the ratio of (a)
Consolidated EBITDA to (b) Interest Expense.

     

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

     

    "Default" shall have
the meaning set forth in Section
10.1.

     

    "Default Rate" shall
mean (a) when used with respect to Borrower Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Margin, if any, applicable to Base Rate Advances plus (iii) four
percent (4.0%) per annum; provided, however, that with
respect to LIBO Rate Advances, the Default Rate shall be an interest rate equal
to the interest rate (including any Applicable Margin) otherwise applicable to
such LIBO Rate Advances plus four percent (4.0%) per annum and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Margin for
LIBO Rate Advances plus four percent
(4.0%) per annum.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    "Defaulting Lender"
shall mean any Lender that (a) has failed to fund any portion of the Revolving
Loans, Swing Line Advances or participations in L/C Obligations required to be
funded by it hereunder within one Business Day of the date required to be funded
by it hereunder unless such failure has been cured, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute or unless such failure has been
cured, or (c) has been deemed (or has had its direct or indirect parent) deemed
insolvent or become the subject of a bankruptcy or insolvency
proceeding.

     

    "Development Project"
is a real property which is being developed into, or upon which improvements are
being constructed to enable it to become, an apartment community owned by either
Borrower or a Subsidiary.

     

    "Distribution" shall
mean, with respect to any Person, that such Person has paid a dividend or
returned any equity capital to its stockholders, members or partners or made any
other distribution, payment or delivery of property (other than common stock or
partnership or membership interests of such Person) or cash to its stockholders,
members or partners as such, or redeemed, retired, purchased or otherwise
acquired, directly or indirectly, for a consideration any shares of any class of
its capital stock or any membership or partnership interests (or any options or
warrants issued by such Person with respect to its capital stock or membership
or partnership interests), or shall have permitted any of its Subsidiaries to
purchase or otherwise acquire for a consideration any shares of any class of the
capital stock or any membership or partnership interests of such Person (or any
options or warrants issued by such Person with respect to its capital stock or
membership or partnership interests). Without limiting the foregoing,
"Distributions" with respect to any Person shall also include all payments made
by such Person with respect to any stock appreciation rights, plans, equity
incentive or achievement plans or any similar plans.

     

    "Dividend Payout
Ratio" shall mean the ratio of (a) dividend payments for a trailing
twelve (12) month period (including both common stock dividends and preferred
stock dividends) to (b) Funds From Operations for said period.

     

    "Dollars" shall mean
lawful money of the United States.

     

    "Drawdown Date" shall
have the meaning set forth in Section
2.1.2(a).

     

    "EBITDA" shall mean
for any Person the sum of (i) net income (or loss), plus (ii) actual interest
paid or payable respecting all Debt to the extent included as an expense in the
calculation of net income (or loss), plus (iii) total Tax Expenses
to the extent included as an expense in the calculation of net income (or loss),
plus (iv) total
depreciation and amortization expense, to the extent included as an expense in
the calculation of net income (or loss), plus (v) losses from
extraordinary items, nonrecurring items, asset sales, write-ups or forgiveness
of debt, to the extent included as an expense in the calculation of net income,
minus (vi) gains from
extraordinary items, nonrecurring items, asset sales, write-ups or forgiveness
of debt, to the extent included as income in the calculation of net income,
minus (vii) allowances
for capital expenditures in the amount of $200.00 per annum per rental unit,
adjusted (viii) for the
elimination of straight line rents, all of the foregoing as determined in
accordance with GAAP, as appropriate.  Without limiting the generality
of the foregoing, in determining EBITDA, net income shall include as income,
Rent Loss Proceeds.

     

    "Eligibility Criteria"
shall mean the following criteria which must be satisfied in a manner acceptable
to the Administrative Agent for each Borrowing Base Property:

     

    (a)          the
Borrowing Base Property is an apartment community for which all Certificates of
Occupancy have been issued located in the United States owned by a Borrowing
Base Property Owner;

     

    (b)         
the Borrower provides reasonably acceptable historical operating and leasing
information;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c)          the
Borrower provides a certification as to the absence, to Borrower's knowledge, of
any material environmental issues;

     

    (d)          the
Borrower provides a certification as to the absence, to Borrower's knowledge, of
any material structural issues; and

     

    (e)          no
liens or encumbrances shall exist on the Borrowing Base Property upon its
inclusion as a Borrowing Base Property, other than Permitted Liens.

     

    "Eligible Assignee"
shall mean any Person that meets the requirements to be an assignee under Section 13.3.2
(including the requirements or limitations set forth in Sections 13.3.2(c),
13.3.2(e) and
13.3.2(f)),
subject to such consents, if any, as may be required under Section
13.3.2(c).

     

    "Employee" shall mean
a salaried, full time employee of either Borrower or any
Subsidiary.

     

    "Employee Note" shall
mean an unsecured promissory note executed by an Employee to the order of a
Borrower or a Subsidiary, evidencing a loan to such Employee.

     

    "Environmental Indemnity
Agreement" shall have the meaning set forth in Section 3.1.3, as
such agreements may be amended, restated, supplemented or otherwise updated or
modified from time to time.

     

    "ERISA" shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued
thereunder.  Section references to ERISA are to ERISA, as in effect at
the date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

     

    "ERISA Affiliate"
shall mean each person (as defined in Section 3(9) of ERISA) which together with
either Borrower or a Loan Party would be deemed to be a "single employer" (i)
within the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a
result of either Borrower or a Loan Party being or having been a general partner
of such Person.

     

    "Event of Default"
shall have the meaning set forth in Section
10.1.

     

    "Event of Loss" shall
mean, with respect to any Collateral Property, any of the following: (a) any
loss or destruction of, or damage to, such Collateral Property of $100,000 or
more; or (b) any actual condemnation, seizure or taking, by exercise of the
power of eminent domain or otherwise, of such Collateral Property, or
confiscation of such Collateral Property or the requisition of such Collateral
Property by a Governmental Agency or any Person having the power of eminent
domain, or any voluntary transfer of such Collateral Property or any portion
thereof in lieu of any such condemnation, seizure or taking.

     

    "Excluded Taxes" shall
mean, with respect to the Administrative Agent, any Lender, the Swing Line
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall gross or net income (however denominated), and franchise
taxes or similar taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable Lending Office is located or with
which it has a present or former connection (other than any such connection
resulting from its having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or any other Loan
Document), (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located,
(c) any backup withholding tax that is required by the Code to be withheld from
amounts payable to a Lender that has failed to comply with Section 2.8.5(b) and
(d) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 13.2.4), any
United States withholding tax that (i) is required to be imposed on amounts
payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or
(ii) is attributable to such Foreign Lender's failure or inability (other than
as a result of a Change in Law) to comply with clause (ii) of Section 2.8.5(b),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.8.5(b) or
2.8.5(c).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    "Existing Borrowing Base
Properties" shall mean the Individual Properties that are qualified as
Borrowing Base Properties under the Existing Loan Agreement as of the Closing
Date.

     

    "Existing Letters of
Credit" shall mean those certain letters of credit listed on Schedule 1.1(b),
which shall be deemed to have been issued under the terms of this
Agreement.

     

    "Existing Loan
Agreement" shall have the meaning set forth in Recital
A.

     

    "Extended Maturity
Date" shall have the meaning set forth in Section
2.2.1.

     

    "Extended Term" shall
have the meaning set forth in Section
2.2.1.

     

    "Extension Fee" shall
have the meaning set forth in Section
2.2.1.

     

    "Fair Market Value"
shall be an amount, with respect to any Collateral Property, as determined not
later than the twenty-second (22nd) day of each calendar quarter, but as of the
last day of the immediately preceding calendar quarter, calculated by dividing
the prior calendar quarter’s annualized Adjusted Net Operating Income by an
eight and one half percent (8.50%) capitalization rate for the Existing
Borrowing Base Properties with the exception of the Reserve at Dexter Phases I,
II and III property located in Cordova, Tennessee, which shall be capitalized at
an eight percent (8.00%) capitalization rate. The Administrative Agent shall
determine, in its reasonable discretion, the capitalization rates utilized in
the definition of "Fair Market Value" for Individual Properties that become
Borrowing Base Properties pursuant to Section
3.5.

     

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

     

    "Fee Letter" shall mean that certain fee
letter, dated as of January 12, 2010, by and among the Borrower, Regions and
Regions Capital Markets.

     

    "Financial Covenants"
shall mean those covenants of the Borrower set forth in Sections 7.19 through
7.25.

     

    "Fiscal Year" shall
mean each twelve month period commencing on January 1 and ending on December
31.

     

    "Fixed Charges" shall
mean the aggregate of the Pro Rata Share of all (a) Interest Expenses (excluding
any interest expenses required to be capitalized under GAAP), (b) regularly
scheduled principal amortization payments (other than any final "balloon"
payments due at maturity) on all Debt of the Consolidated Entities, (c)
preferred dividend payments or required Distributions (other than Distributions
by the Borrower to holders of operating partnership units and Distributions by
Parent to common equity holders) paid or payable by the Consolidated Entities,
and (d) Tax Expenses for the Consolidated Entities, all of the foregoing as
determined in accordance with GAAP.

     

    "Fixed Charge Ratio"
shall mean, for each Calculation Period, the ratio of (a) Consolidated EBITDA to
(b) Fixed Charges.

     

    "Foreign Lender" shall
mean any Lender that is not a United States person within the meaning of Section
7701(a)(30) of the Code.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    "Formation Documents"
shall mean, singly and collectively, the partnership agreements, joint venture
agreements, limited partnership agreements, limited liability company or
operating agreements and certificates of limited partnership and certificates of
formation, articles (or certificate) of incorporation and by-laws and any
similar agreement, document or instrument of any Person, as amended subject to
the terms and provisions hereof.

     

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

     

    "Funds from
Operations" shall mean consolidated net income of Parent for a trailing
twelve (12) month period (computed in accordance with GAAP), excluding gains (or
losses) from debt restructuring or sales of an Individual Property, plus
depreciation of Individual Properties.  Upon written pre-approval of
the Administrative Agent, exceptions may be made where the Board of Directors of
Parent determines, in good faith, that a special dividend must be paid to avoid
taxes due to excess gains from the sale of an Individual Property.

     

    "GAAP" shall mean
generally accepted accounting principles in the United States of
America.

     

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

     

    "Guarantee" shall
mean, as to any Person, any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Debt or other
obligation payable or performable by another Person (the "primary obligor") in
any manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or other obligation, (ii) to purchase
or lease property, securities or services for the purpose of assuring the
obligee in respect of such Debt or other obligation of the payment or
performance of such Debt or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Debt or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such Debt or
other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part).  The
amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith and reasonably approved by the Administrative
Agent.  The term "Guarantee" as a verb
has a corresponding meaning.

     

    "Guaranty" shall have
the meaning set forth in Section 3.1.2 as such
agreements may be amended, restated, supplemented or otherwise updated or
modified from time to time.

     

    "Guarantor" or "Guarantors" shall
mean those certain Subsidiaries of Borrower that have entered into a
Guaranty.

     

    "Hazardous Material
Laws" shall have the meaning set forth in the Environmental Indemnity
Agreement.

     

    "Hazardous Materials"
shall mean and include asbestos, mold, flammable materials, explosives,
radioactive substances, polychlorinated biphenyls, radioactive substances, other
carcinogens, oil and other petroleum products, pollutants or contaminants that
could be a detriment to the environment, and any other hazardous or toxic
materials, wastes, or substances which are defined, determined or identified as
such in any past, present or future federal, state or local laws, rules, codes
or regulations, or any judicial or administrative interpretation of such laws,
rules, codes or regulations.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    "Impacted Lender"
shall mean any Lender as to which (a) L/C Issuer has a good faith belief that
the Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (b) an entity that controls the Lender has been
deemed insolvent or become subject to a bankruptcy or other similar
proceeding.

     

    "Increase Effective
Date" shall have the meaning set forth in Section
2.1.1(c).

     

    "Indemnified Taxes"
shall mean Taxes other than Excluded Taxes.

     

    "Indemnitee" shall
have the meaning set forth in Section
15.7.2.

     

    "Individual Property"
and "Individual
Properties" shall mean, from time to time, all real estate property owned
by any Consolidated Entity or any Unconsolidated Entity, together with all
improvements, fixtures, equipment, and personalty relating to such
property.

     

    "Initial Maturity
Date" shall have the meaning set forth in Section
2.2.1.

     

    "Initial Term" shall
have the meaning set forth in Section
2.2.1.

     

    "Inspection Report"
shall mean the written report commissioned by the Administrative Agent as part
of the due diligence process for determining whether an Individual Property may
become a Borrowing Base Property.

     

    "Insurance/Taking Release
Conditions" shall mean as to any Event of Loss, the following conditions:
(a) the Cost to Repair is less than or equal to Five Hundred Thousand Dollars
($500,000); (b) no Event of Default shall have occurred and be continuing; (c)
the Borrowing Base Property and the use thereof after the Repair Work will be in
compliance with, and permitted under, all applicable Laws; and (d) such Event of
Loss does not materially impair access to the Borrowing Base
Property.

     

    "Interest Expense"
shall mean the sum of the Pro Rata Share of the aggregate actual interest
(whether expensed or capitalized) paid or payable respecting all Debt by the
Consolidated Entities.

     

    "Interest Period"
shall mean, as to each LIBO Rate Advance, the period commencing on the date such
LIBO Rate Advance is disbursed or converted to or continued as a LIBO Rate
Advance and ending on the numerically corresponding day in the first, third or
sixth month thereafter, as selected by the Borrower in its Revolving Loan
Notice; provided, however,
that:

     

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

     

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

     

    (iii)          no
Interest Period shall extend beyond the Maturity Date.

     

    "Investment" shall
mean the acquisition of any real property or tangible personal property or of
any stock or other security, any loan, advance, bank deposit, money market fund,
contribution to capital, extension of credit (except for accounts receivable
arising in the ordinary course of business and payable in accordance with
customary terms), or purchase or commitment or option to purchase or otherwise
acquire real estate or tangible personal property or stock or other securities
of any party or any part of the business or assets comprising such business, or
any part thereof.

     

    "ISP" shall mean, with
respect to any Letter of Credit, the "International Standby Practices 1998"
published by the Institute of International Banking Law & Practice (or such
later version thereof as may be in effect at the time of issuance).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

    "Knowledge" or "knowledge" shall
mean, with respect to any Loan Party, the actual knowledge of any Authorized
Officer of such Loan Party after reasonable inquiry. Notwithstanding the
foregoing, such named parties and their successors are not parties to this
Agreement and shall have no liability for a breach of any representation,
warranty, covenant or agreement deemed to be made to their actual
knowledge.

     

    "Late Charge" shall
have the meaning set forth in Section
2.3.14.

     

    "Laws" shall mean,
collectively, all Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case having the force of
law.

     

    "L/C Advance" shall
mean, with respect to each Lender, such Lender's funding of its participation in
any L/C Borrowing in accordance with its Commitment Percentage.

     

    "L/C Borrowing" shall
mean an extension of credit resulting from a drawing under any Letter of Credit
which has not been reimbursed on the date when made or repaid through a Loan
Advance.

     

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

     

    "L/C Draw" shall mean
a payment made by the Administrative Agent pursuant to a Letter of Credit which
was presented to the Administrative Agent for a draw of proceeds
thereunder.

     

    "L/C Exposure" shall
mean, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time, plus (b) the aggregate amount of all
L/C Draws that have not yet been reimbursed by or on behalf of the Borrower, or
repaid through a Loan Advance, at such time.

     

    "L/C Issuer" shall
mean Regions Bank, an Alabama banking corporation, in its capacity as issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder.

     

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

     

    "Lease" shall mean any
lease relative to all or any portion of a Borrowing Base Property.

     

    "Lenders" shall have
the meaning set forth in the Preamble.

     

    "Lenders' Consultant"
shall have the meaning set forth in Section
7.29.

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    "Letter of Credit"
shall mean any standby letter of credit issued hereunder and shall include the
Existing Letters of Credit.

     

    "Letter of Credit
Application" shall mean an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.

     

    "Letter of Credit Expiration
Date" shall mean the day that is seven days prior to the Maturity Date
then in effect (or, if such day is not a Business Day, the next preceding
Business Day).

     

    "Letter of Credit Fee"
shall have the meaning set forth in Section
2.6.9.

     

    "Letter of Credit
Sublimit" shall mean an amount equal to $10,000,000.  The
Letter of Credit Sublimit is part of, and not in addition to, the Total
Commitment.

     

    "Leverage Ratio" shall
mean the quotient (expressed as a percentage) resulting from dividing (i) the
aggregate of all Debt of the Consolidated Entities by (ii) the Total Market
Value of Assets.

     

    "LIBO Rate" shall
mean:

     

    (a)          For
any Interest Period with respect to a LIBO Rate Advance, the rate per annum
equal to (A) the British Bankers Association LIBOR Rate as published by a
recognized online information service, such as Bloomberg Financial Markets News
Service (or other commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time) ("BBA LIBOR"), at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period or (B) if such published rate is not available at such time for any
reason or in the event the Administrative Agent, in the reasonable exercise of
its discretion, determines that the rate so established and reported by the
British Bankers Association ceases to reflect accurately the rate offered by
leading banks in the London interbank market for such deposits, the rate
reasonably determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the LIBO Rate Advance being made,
continued or converted by Regions and with a term equivalent to such Interest
Period that would be offered by leading banks in the London interbank eurodollar
market at approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period. For purposes of
determining the LIBO Rate in this subsection (a), such LIBO Rate shall never be
less than one and one-half percent (1.50%).

     

    (b)  
       For any interest rate calculation with
respect to a Base Rate Advance, the rate per annum equal to (i) BBA LIBOR, at
approximately 11:00 a.m., London time on the date of determination (provided
that if such day is not a London Business Day, the next preceding London
Business Day) for Dollar deposits being delivered in the London interbank market
for a term of one month commencing that day or (ii) if such published rate is
not available at such time for any reason or in the event the Administrative
Agent, in the reasonable exercise of its discretion, determines that the rate so
established and reported by the British Bankers Association ceases to reflect
accurately the rate offered by leading banks in the London interbank market for
such deposits, the rate reasonably determined by the Administrative Agent to be
the rate at which deposits in Dollars for delivery on the date of determination
in same day funds in the approximate amount of the Base Rate Advance being made,
continued or converted by Regions and with a term equal to one month would be
offered by leading banks in the London interbank Eurodollar market at the date
and time of determination.

     

    "LIBO Rate Advance"
shall mean any principal outstanding under this Agreement which pursuant to this
Agreement bears interest at the LIBO Rate plus the Applicable
Margin for LIBO Rate Advances.

     

    "Licenses and Permits"
shall mean all licenses, permits, authorizations and agreements issued by or
agreed to by any Governmental Authority or by a private party, and including,
but not limited to, building permits, occupancy permits and such special
permits, variances and other relief as may be required pursuant to Laws which
may be applicable to any Collateral Property.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    "Lien" shall mean any
mortgage, deed of trust, lien, pledge, hypothecation, assignment, security
interest, or any other encumbrance, charge or transfer, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and mechanic's, materialmen's and other similar liens and
encumbrances.

     

    "Liquidation Proceeds"
shall mean amounts received by the Administrative Agent and/or the Lenders in
the exercise of the rights and remedies under the Loan Documents (including, but
not limited to, all rents, profits and other proceeds received by the
Administrative Agent and/or the Lenders from the liquidation of, or exercising
rights upon the occurrence of an Event of Default relative to, any Collateral,
but not including any amount bid at a foreclosure sale or on behalf of the
Administrative Agent or otherwise credited to the Borrower in, any deed-in-lieu
of foreclosure or similar transaction).

     

    "Loan Documents" shall
have the meaning set forth in Section
3.2.

     

    "Loan Party" and
"Loan Parties"
shall mean, singly and collectively, the Borrower, the Guarantors and each
Borrowing Base Property Owner, and any Subsidiary and Affiliate of any of the
foregoing which is party to any Loan Document.

     

    "Major Event of Loss"
shall mean, with respect to any Borrowing Base Property, both (1) any of the
following: (a) any loss or destruction of, or damage to, such Borrowing Base
Property such that either (x) the repairs and restoration thereof cannot be
completed, in the judgment of the Lenders' Consultant and if there is no
Lenders' Consultant, an independent architect or engineer retained by the
Borrower, within six (6) months after the occurrence of such loss, damage or
destruction or (y) rendering more than twenty-five percent (25%) of the
apartment units of such Borrowing Base Property uninhabitable, as determined by
the applicable Lenders' Consultant and if there is no Lenders' Consultant, an
independent architect or engineer retained by the Borrower; or (b) any actual
condemnation, seizure or taking, by exercise of the power of eminent domain or
otherwise, of such Borrowing Base Property, or confiscation of such Borrowing
Base Property or the requisition of such Borrowing Base Property by a
Governmental Authority or any Person having the power of eminent domain, or any
voluntary transfer of such Borrowing Base Property or any portion thereof in
lieu of any such condemnation, seizure or taking, rendering more than
twenty-five percent (25%) of the apartment units of such Borrowing Base Property
uninhabitable, as determined by the Lenders' Consultant and if there is no
Lenders' Consultant, an independent architect or engineer retained by the
Borrower, and (2) the Administrative Agent does not elect under Section 14.3.3 to
make Net Proceeds with respect to such Event of Loss available for Repair
Work.

     

    "Mandatory Principal
Payment" shall have the meaning set forth in Section
2.3.8.

     

    "Material Adverse
Effect" shall mean a material adverse effect on (i) the business, assets,
operations or financial or other condition of either Borrower, or, taken as a
whole, the Loan Parties, (ii) the ability of either Borrower, or, taken as a
whole, the Loan Parties to perform any material Obligations or to pay any
Obligations which it is or they are obligated to pay in accordance with the
terms hereof or of any other Loan Document, (iii) the rights of, or benefits
available to, the Administrative Agent and/or any of the Lenders under any Loan
Document or (iv) any Lien given to Administrative Agent and/or any of the
Lenders on any material portion of the Collateral or the priority of any such
Lien.

     

    "Maturity" shall mean
the Initial Maturity Date, or, if extended pursuant to the terms hereof, the
Extended Maturity Date, or, in any instance, upon acceleration of the Credit
Facility, if the Credit Facility has been accelerated by the Lenders upon an
Event of Default.

     

    "Maturity Date" shall
have the meaning set forth in Section
2.2.1.

     

    "Maximum Loan Amount"
shall have the meaning set forth in Section
2.1.1(a).

     

    "Maximum Rate" shall
have the meaning set forth in Section
15.2.

     

    "Mid-America" shall
mean Mid-America
Apartments, L.P., a Tennessee limited partnership.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    "Mortgage" shall have
the meaning set forth in Section 3.1.1, as
such agreements may be amended, restated, supplemented or otherwise updated or
modified from time to time.

     

    "Net Operating Income"
shall mean, for any period of determination, (i) net operating income generated
by an Individual Property for such period (i.e., gross operating income,
inclusive of any rent loss insurance, less expenses (exclusive of debt service,
capital expenditures and vacancy allowances and before depreciation and
amortization)), determined in accordance with GAAP, as generated by, through or
under Leases, and (ii) all other income arising from direct operations of or
licenses or operating agreements for any part of the Individual Property
determined on a GAAP basis. For purposes hereof, all rental income shall be
adjusted for straight line rents.  Borrower shall provide the
Administrative Agent with all information and materials required by the
Administrative Agent necessary for the determination of Net Operating
Income.  If any Leases are scheduled to expire during such period of
determination, no rents or other amounts payable under such Leases with respect
to any portion of such period occurring after such scheduled expiration date
shall be included in the determination of Net Operating Income for such
period.  If any Leases are scheduled to commence (and rent and
occupancy pursuant thereto are also scheduled to commence) during such period of
determination, the rents and other amounts payable under such Leases with
respect to any period occurring after the scheduled commencement date shall be
included in the determination of Net Operating Income for such
period.

     

    "Net Proceeds" shall
mean (i) the net amount of all insurance proceeds received under any insurance
policies other than Rent Loss Proceeds as a result of the occurrence of an Event
of Loss described in clause (a) of the definition of Event of Loss with respect
to any Collateral Property, after deduction of the reasonable costs and expenses
(including, but not limited to reasonable counsel fees), if any, in collecting
the same, or (ii) the net amount of all awards and payments received with
respect to the occurrence of an Event of Loss described in clause (b) of the
definition of Event of Loss, after deduction of the reasonable costs and
expenses (including, but not limited to reasonable counsel fees), if any, in
collecting the same, whichever the case may be.

     

    "Net Worth" shall mean
(a) the sum of (i) total Parent shareholders' equity in Mid-America and (ii) the
limited partners' interest in Mid-America (both controlling and non-controlling
interests) as of the Calculation Date appearing on the consolidated financial
statements of Parent as determined in accordance with GAAP, plus (b) depreciation
and amortization provided after December 31, 2009 through the Calculation Date
on a cumulative basis.

     

    "Non-Stabilized Asset"
shall mean an Individual Property that is not a Stabilized Asset.

     

    "Note" shall mean,
collectively, the various promissory notes payable to each Lender in the form of
Exhibit C attached hereto.

     

    "Obligations" shall
mean without limitation, all and each of the following, whether now existing or
hereafter arising:

     

    (a)          Any
and all direct and indirect liabilities, debts, and obligations of the Borrower
or any Loan Party to the Administrative Agent or any Lender under or arising out
of the Loan Documents, each of every kind, nature, and description.

     

    (b)          Each
obligation to repay any loan, advance, indebtedness, note, obligation,
overdraft, or amount now or hereafter owing by the Borrower or any Loan Party to
the Administrative Agent or any Lender (including all future advances whether or
not made pursuant to a commitment by the Administrative Agent or any Lender)
under or arising out of the Loan Documents, whether or not any of such are
liquidated, unliquidated, primary, secondary, secured, unsecured, direct,
indirect, absolute, contingent, or of any other type, nature, or description, or
by reason of any cause of action which the Administrative Agent or any Lender
may hold against the Borrower or any Loan Party including, without limitation,
any obligation arising under any Swap Contract with the Administrative Agent or
any Lender.

     

    (c)          All
notes and other obligations of the Borrower or any Loan Party now or hereafter
assigned to or held by the Administrative Agent or any Lender under or arising
out of the Loan Documents, each of every kind, nature, and
description.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (d)          All
interest, fees, and charges and other amounts which may be charged by the
Administrative Agent or any Lender to the Borrower or any Loan Party and/or
which may be due from the Borrower or any Loan Party to the Administrative Agent
or any Lender from time to time under or arising out of the Loan
Documents.

     

    (e)          All
costs and expenses incurred or paid by the Administrative Agent or any Lender in
respect of any agreement between the Borrower or any Loan Party and the
Administrative Agent or any Lender or instrument furnished by the Borrower or
any Loan Party to the Administrative Agent or any Lender (including, without
limitation, costs of collection, attorneys' reasonable fees, and all court and
litigation costs and expenses) in connection with the Credit
Facility.

     

    (f)           Any
and all covenants of the Borrower or any Loan Party to or with the
Administrative Agent or any Lender and any and all obligations of the Borrower
or any Loan Party to act or to refrain from acting in accordance with any
agreement between the Borrower or any Loan Party and the Administrative Agent or
any Lender or instrument furnished by the Borrower or any Loan Party to the
Administrative Agent or any Lender in connection with the Credit
Facility.

     

    "Occupancy Ratio"
shall mean with respect to any Borrowing Base Property, the ratio as determined
by the Administrative Agent of the number of rental units thereof as to which
tenants are in physical occupancy and paying rent, to the total number of rental
units thereof.  Notwithstanding the foregoing, the Occupancy Ratio for
any Borrowing Base Property as to which an Event of Loss has occurred to the
extent that twenty-five percent (25%) or less of the apartment units included in
such Stabilized Asset are rendered uninhabitable shall be equal to the greater
of (i) the actual Occupancy Ratio with respect thereto or (ii) the Occupancy
Ratio immediately prior to the said Event of Loss for a period equal to the
lesser of (x) six (6) months from the occurrence of the Event of Loss or (y) the
determination that the subject Borrowing Base Property is not, or ceases to be,
a Restoration Property.

     

    "Officer's
Certificate" shall mean a certificate delivered to the Administrative
Agent by the Borrower, a Borrower Subsidiary, or a Guarantor, as the case may be
respectively, which is signed by an Authorized Officer.

     

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

     

    "Outstanding Amount"
shall mean (i) with respect to the Revolving Loan Advances on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of the Revolving Loan Advances
occurring on such date; (ii) with respect to the Swing Line Advances on any
date, the aggregate outstanding principal amount thereof after giving effect to
any borrowings and prepayments or repayments of Swing Line Advances occurring on
such date and (iii) with respect to any L/C Obligations on any date, the amount
of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrower of Unreimbursed Amounts.

     

    "Parent" shall mean
Mid-America Apartment Communities, Inc., a Tennessee corporation.

     

    "Participant" shall
have the meaning set forth in Section
13.3.4.

     

    "PBGC" shall mean the
Pension Benefit Guaranty Corporation established pursuant to Section 4002 of
ERISA, or any successor thereto.

     

    "Permitted
Distributions" shall mean (a) so long as no Event of Default exists and
is continuing, or would be created thereby, any Distributions by the Borrower,
(i) in any amount, provided that such Distributions, to the extent not included
in the determination of Adjusted FFO, shall not exceed ninety percent (90%) of
Adjusted FFO for the just completed calendar quarter (with the initial test to
be for the quarter ending March 31, 2010); provided, however, that any
Distributions by the Borrower shall be permitted as are necessary for Parent to
maintain REIT status including any Distributions that are greater than the
amounts set forth in this subclause (a)(i), (ii) concerning the repurchase or
redemption of stock of Parent or partnership interests in Mid-America, or (iii)
concerning the issuance of operating partnership units or stock in return for
equity interests in connection with any Permitted Investment, or (b) at any time
after and during the continuance of any Event of Default, such Distributions as
are necessary for Parent to maintain REIT status (measured on a quarterly
basis), all of the foregoing tested by the Borrower on each Calculation Date
with results based upon the results for the most recent Calculation Period, such
calculation and results to be as verified by the Administrative
Agent.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    "Permitted
Investments" shall mean the following:

     

    (a)          The
Pro Rata Share of Investments in (i) Development Projects (valued at
undepreciated Book Value) and (ii) Unconsolidated Entities including, without
limitation, the purchase of all or any portion of any interests held by persons
that are not Wholly-Owned Subsidiaries of the Borrower, which, in the aggregate,
do not exceed seven and one-half percent (7.5%) of Total Market Value of
Assets;

     

    (b)          The
Pro Rata Share of Investments in Land Assets which, in the aggregate, valued at
Book Value do not exceed seven and one-half percent (7.5%) of Total Market Value
of Assets;

     

    (c)          Investments
in Swap Contracts;

     

    (d)          Investments
in Individual Properties or in entities which own such Individual Properties,
provided that such investment does not cause a breach of a Financial Covenant;
provided, however, that in the
event such an Investment in an entity would result in the ownership by the
subject Loan Party of fifty percent (50%) or more in the aggregate of the equity
interests in such entity, such Investment shall have been approved by the Board
of Directors of the entity (or similar governing body if such entity is not a
corporation) which is the subject of such Investment and such entity shall not
have announced that it will oppose such Investment or shall not have commenced
any action which alleges that such Investment will violate any applicable Law;
and

     

    (e)          Investments
in money market mutual funds rated AAA by Standard & Poor's Rating
Service.

     

    "Permitted Liens"
shall have the meaning set forth in Section
8.2.

     

    "Permitted Loan" shall
mean a loan from either Borrower or a Subsidiary to an Employee, evidenced by an
Employee Note, made for the sole purpose of providing funds to an Employee for
investment by an Employee in a Borrower or a Subsidiary, and, in connection with
such loan, there is a related Supplemental Bonus Agreement with such
Employee.

     

    "Person" shall mean
any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.

     

    "Plan" shall mean any
multiemployer or single-employer plan as defined in Section 4001 of ERISA, which
is maintained or contributed to by (or to which there is an obligation to
contribute of) any Loan Party or any ERISA Affiliate, including each such Plan
for the five year period immediately following the latest date on which such
Loan Party or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such Plan.

     

    "Preliminary Approval"
shall mean the following:

     

    (a)          Delivery
by the Borrower to the Administrative Agent and the Lenders of the following
with respect to any Individual Property proposed to be a Borrowing Base
Property, each such item to the reasonable satisfaction of the Administrative
Agent and the Required Lenders:

     

    (i)           physical
description;

     

    (ii)          current
rent roll and operating statements;

     

    (iii)         to
the extent then available in Borrower's files, the following: a survey,
environmental reports, copies of existing title insurance policies or a title
commitment, and copies of all title exceptions, engineering reports and similar
information; and

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (iv)         the
Borrower's certification that to its knowledge the proposed Borrowing Base
Property presently satisfies (or is anticipated to satisfy upon the grant of
such Collateral) the Eligibility Criteria set forth in subsections (a), (c),
(d), and (e) of the definition of Eligibility Criteria.

     

    (b)         Administrative
Agent and the Required Lenders shall, within ten (10) Business Days after
delivery of all items described in subsection (a), above, grant or deny the
preliminary approval for the proposed replacement Borrowing Base
Property.

     

    "Prime Rate" shall
mean the rate of interest in effect for such day as publicly announced from time
to time by Regions as its "prime rate."  The "prime rate" is a rate
set by Regions based upon various factors including Regions' costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such rate announced by Regions
shall take effect at the opening of business on the day specified in the public
announcement of such change.

     

    "Pro Rata Share" shall
mean a calculation based on the percentage of the Capital Stock of or other
equity interest in any Person owned, directly or indirectly, by the
Borrower.

     

    "Prohibited Debt"
shall have the meaning set forth in Section
8.4.

     

    "Public Lender" shall
have the meaning set forth in Section
7.2.10.

     

    "Refunded Swing Line
Advances" shall have the meaning set forth in Section
2.7.2.

     

    "Refunding Date" shall
have the meaning set forth in Section
2.7.2.

     

    "Regions" shall mean
Regions Bank, an Alabama banking corporation and its successors and
assigns.

     

    "Register" shall have
the meaning set forth in Section
13.3.3.

     

    "REIT" shall mean a
"real estate investment trust" as such term is defined in Section 856 of the
Code.

     

    "Related Parties"
shall mean, with respect to any Person, such Person's Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such
Person and of such Person's Affiliates.

     

    "Release Conditions"
shall have the meaning set forth in Section
3.3.

     

    "Rent Loss Proceeds"
shall mean the proceeds received under any rent loss or business interruption
insurance policies.

     

    "Repair Work" shall
have the meaning set forth in Section
14.1.

     

    "Reportable Event"
shall mean an event described in Section 4043(b) of ERISA with respect to a Plan
other than those events as to which the 30-day notice period is waived under
subsection .13, .14, .16, .18, .19 or .20 of PBGC Regulation Section 2615, or as
otherwise now or hereafter defined in ERISA.

     

    "Required Lenders"
shall mean, as of any date of determination, Lenders having more than 66 2/3% of
the Total Commitments or, if the Commitment of each Lender to make Revolving
Loan Advances, the obligation of the Swing Line Lender to make Swing Line
Advances and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Article 11, Lenders
holding in the aggregate at least 66 2/3% of the Obligations (including the
aggregate amount of each Lender's risk participation and funded participation in
L/C Obligations); provided, however, that the
Commitment of, and the portion of the Obligations held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders; provided further,
however, that
so long as there are two or more Lenders which are not then Defaulting Lenders,
then the Required Lenders shall be comprised of not less than two such
non-Defaulting Lenders.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    "Restoration Property"
shall mean any Collateral Property as to which an Event of Loss has occurred and
as to which the Net Proceeds are being made available in accordance with the
terms and provisions of Article 14 for Repair
Work relative to the subject Collateral Property and such Repair Work can be
completed in six (6) months, as determined by the Administrative Agent in its
reasonable discretion.

     

    "Revolving Loan" shall
mean the extensions of credit by the Lenders to the Borrower under Section 2.1.1(a) in
the form of Revolving Loan Advances.

     

    "Revolving Loan
Advances" shall have the meaning set forth in Section
2.1.1(a).

     

    "Revolving Loan
Notice" shall have the meaning set forth in Section
2.1.2(b).

     

    "Security Documents"
shall have the meaning set forth in Section
3.2.

     

    "Significant
Subsidiary" shall mean any existing or future Wholly-Owned Subsidiary of
the Borrower whose assets constitute more than thirty percent (30%) of the Total
Market Value of Assets of the Borrower.  Significant Subsidiary does
not include Mid-America.

     

    "Stabilized Asset"
shall mean an Individual Property which has maintained an Occupancy Ratio of
equal to or greater than eighty percent (80%) for at least the immediately
preceding two (2) consecutive months.

     

    "State" shall mean the
State or Commonwealth in which the subject of such reference or any part thereof
is located.

     

    "Subsidiary" shall
mean, as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, limited
liability company, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person.

     

    "Supplemental Bonus
Agreement" shall mean a compensation agreement between an Employee and a
Borrower or a Subsidiary, providing certain monetary benefits to such Employee,
and including the right of the Borrower or Subsidiary, as the case may be, to
apply amounts due thereunder to the Employee Note executed by such
Employee.

     

    "Swap Contract" shall
mean (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any confirmations relating to the foregoing
transactions and any Master Agreements related thereto, including, without
limitation, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master
Agreement").

     

    "Swap Termination
Value" shall mean, with respect to the Borrower or a Borrower Subsidiary,
in respect of any one or more Swap Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Swap
Contracts, for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance therewith, such
termination value(s) to be payable by the Borrower or such
Subsidiary.

     

    "Swing Line Advances"
shall have the meaning set forth in Section
2.7.1.

     

    "Swing Line Lender
Advance" shall have the meaning set forth in Section
2.7.2.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    "Swing Line Lender"
shall mean Regions Bank, an Alabama banking corporation, in its capacity as the
lender of Swing Line Advances, or any successor thereof.

     

    "Swing Line Note"
shall mean the promissory note of the Borrower payable to the Swing Line Lender
in a principal amount equal to the amount of the Swing Line
Sublimit.

     

    "Swing Line Sublimit"
shall mean an amount equal to $4,000,000.  The Swing Line Sublimit is
part of, and not in addition to, the Total Commitment.

     

    "Tax Expenses" shall
mean tax expense (if any) attributable to income and franchise taxes based on or
measured by income, whether paid or accrued.

     

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

     

    "Total Commitment"
shall mean the sum of the Commitments of the Lenders, as in effect from time to
time.  On the Closing Date the Total Commitment equals
$50,000,000.00.

     

    "Total Development and Joint
Venture Investment" shall mean the aggregate from time to time of (i)
Borrower's expenditures with respect to any Individual Property for land
acquisition, development and construction costs until a Certificate of Occupancy
is received for such entire Individual Property (or, if no Certificate of
Occupancy is available from the local Governmental Authority having
jurisdiction, until all construction of the entire Individual Property has been
completed) and (ii) the amount of funds or other assets invested by Borrower in
any joint venture arrangement with any Person, whether or not a Related Party,
valued in accordance with GAAP.

     

    "Total Development and Joint
Venture Investment Ratio" shall mean the ratio of (a) Total Development
and Joint Venture Investment to (b) Total Market Value of Assets.

     

    "Total Market Value of
Assets" shall mean, for any Person, all assets of such Person and its
Subsidiaries determined on a consolidated basis in accordance with GAAP; provided, however, that all
assets composed of real property shall be valued on an undepreciated cost basis
and the portion of any joint venture assets owned by such Person shall be
included in Total Market Value of Assets.  The assets of a Person and
its Subsidiaries shall be adjusted to reflect such Person’s allocable share of
such assets, for the relevant period or as of the date of determination, taking
into account (a) the relative proportion of each such item derived from assets
directly owned by such Person and from assets owned by its Subsidiaries, and (b)
such Person’s respective ownership interest in its Subsidiaries.

     

    "Total Outstandings"
shall mean the aggregate Outstanding Amount.

     

    "Type" shall mean,
with respect to any Revolving Loan Advance, its character as a Base Rate Advance
or a LIBO Rate Advance.

     

    "UCC" or the "Uniform Commercial
Code" shall mean the Uniform Commercial Code in effect in the State of
Tennessee; provided, however, that as same
relates to a Collateral Property, the UCC shall mean the Uniform Commercial Code
as adopted in such jurisdiction.

     

    "Unconsolidated
Entity" or "Unconsolidated
Entities" shall mean each Person as to which the Borrower owns, directly
or indirectly, any Capital Stock, but which is not a Consolidated
Subsidiary.

     

    "United States" and
"U.S." shall
each mean the United States of America.

     

    "Unreimbursed Amount"
shall have the meaning set forth in Section
2.6.3(a).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    "Wholly-Owned
Subsidiary" shall mean, with respect to any Person, any other Person as
to which one hundred (100%) percent of the Capital Stock thereof is owned,
directly or indirectly, by such Person.  Wholly-Owned Subsidiary does
not include Mid-America.

     

    
      	  	
              1.2

            	
              Other
      Interpretive Provisions.

            


    

     

    With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:

     

    (a)          The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation."  The word
"will" shall be
construed to have the same meaning and effect as the word "shall."  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Formation Document) shall
be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person's successors and assigns subject to
restrictions on assignments as set forth in this Agreement, (iii) the words
"herein,"
"hereof" and
"hereunder,"
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references
appear, (v) any reference to any Law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such Law and any
reference to any Law or regulation shall, unless otherwise specified, refer to
such Law or regulation as amended, modified or supplemented from time to time,
and (vi) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     

    (b)          In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including;"
the words "to"
and "until"
each mean "to but
excluding;" and the word "through" means "to and
including."

     

    (c)          Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.

     

    
      	  	
              1.3

            	
              Accounting
      Terms.

            


    

     

    (a)          Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the financial statements required by Section 7.2.1, except
as otherwise specifically prescribed herein.

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	  	
              1.4

            	
              Rounding.

            


    

     

    Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest
number).  For example purposes only, in calculating the Fixed Charge
Ratio, the calculation shall initially result in three numbers right of the
decimal point.  If the last number is four or less, the total number
shall be rounded down.  If the last number is 5 or more, the total
number shall be rounded up.

     

    
      	  	
              1.5

            	
              Times
      of Day.

            


    

     

    Unless
otherwise specified, all references herein to times of day shall be references
to Central time (daylight or standard, as applicable).

     

    
      	  	
              1.6

            	
              Letter
      of Credit Amounts. 

            


    

     

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

     

    
      	
              2.

            	
              CREDIT FACILITY
      PROVISIONS.

            


    

     

    
      
        	  	
                2.1

              	
                General
      Revolving Loan
Provisions.

              


      


     

    2.1.1       Limit.

     

    (a)           Subject
to all of the terms and conditions hereof, the Lenders hereby agree to make
revolving loan advances (the "Revolving Loan
Advances") to the Borrower between the date hereof and the Maturity Date;
provided, however, that the
Total Outstandings shall at no time exceed the lesser of (i) the Total
Commitment and (ii) the Borrowing Base Value (the lesser of (i) and (ii), the
"Maximum Loan
Amount").  Revolving Loan Advances may be repaid and reborrowed
in accordance with the provisions of this Agreement.

     

    (b)           The
obligations of the Lenders hereunder are several and independent and not
joint.  No Lender shall become obligated to advance more than its
Commitment Percentage of the Credit Facility including, without limitation, as a
result of the failure of any Lender to fulfill its obligations
hereunder.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (c)           Provided
no Default or Event of Default shall then be in existence, the Borrower shall
have the right, on one or more occasions prior to the date which is the one (1)
year anniversary of the Closing Date, to elect to increase the Total Commitment;
provided, however, that (i) the
amount of each such increase shall not be less than Ten Million Dollars
($10,000,000) and (ii) the aggregate amount of all such increases shall not
cause the Total Commitment to exceed Seventy Million Dollars
($70,000,000).  Such right may be exercised by the Borrower by written
notice to the Administrative Agent (who will in turn promptly notify the
Lenders), which election shall designate the requested increase in the Total
Commitment.  At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than
ten (10) Business Days from the date of delivery of such notice to the Lenders),
and each Lender shall endeavor to respond as promptly as possible within such
time period.  Each Lender shall notify the Administrative Agent within
such time period whether or not such Lender agrees to increase its Commitment
(which decision shall be in its sole discretion) and, if so, whether by an
amount equal to, greater than, or less than its Commitment Percentage of such
requested increase.  Any Lender not responding within such time period
shall be deemed to have declined to increase its Commitment.  The
Administrative Agent shall notify the Borrower and each Lender of the Lenders'
responses to each request made hereunder.  To achieve the full amount
of a requested increase (in the event that one or more of the Lenders does not
agree to increase its Commitment(s) by the amount of the Borrower's requested
increase) and subject to the approval of the Administrative Agent, the Swing
Line Lender and the L/C Issuer (which approvals shall not be unreasonably
withheld, conditioned or delayed), the Borrower may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance reasonably satisfactory to the Administrative Agent and its counsel
(it being understood that the Lenders will have the first opportunity to
increase their Commitments in response to the Borrower's request for increase
hereunder before an Eligible Assignee can be considered as a new Lender). If the
Total Commitment is increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the effective date (the
"Increase Effective
Date") and the final allocation of such increase, and Schedule 1.1(a) will
be revised accordingly, if requested by any Lender.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase (with such increase being pro rata among
existing Lenders choosing to increase their commitments) and the Increase
Effective Date. As a condition precedent to such increase, the Borrower shall
deliver to the Administrative Agent a certificate of the Borrower dated as of
the Increase Effective Date signed by an Authorized Officer of the Borrower (i)
certifying and attaching the resolutions adopted by the Borrower approving or
consenting to such increase, and (ii) certifying that, before and after giving
effect to such increase, (A) the representations and warranties contained in
Article 6 and
the other Loan Documents are true and correct in all material respects on and as
of the Increase Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are
true and correct in all material respects as of such earlier date, and except
that for purposes of this Section 2.1.1(c), the
representations and warranties contained in Section 6.8 shall be
deemed to refer to the most recent statements furnished to the Administrative
Agent, and (B) to Borrower's knowledge, no Default or Event of Default
exists.  The Borrower shall prepay amounts of the Credit Facility
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 2.3.15) to
the extent necessary to keep the outstanding Credit Facility ratable with any
revised Commitment Percentages arising from any non-ratable increase in the
Commitments under this Section.  This Section shall supersede any
provisions in Section
12.2 or 13.4.1 to the
contrary.

     

    2.1.2       Procedures
and Limits.  Until the Maturity Date, the Lenders, subject to
the compliance with all of the other terms, conditions and provisions of this
Agreement and the absence of any Default or Event of Default at the time of such
disbursement, shall make disbursements to Borrower of Revolving Loan Advances in
installments in accordance with the following:

     

    (a)          Written
Requests.  Revolving Loan Advances shall be made, at Borrower's
written request to Administrative Agent, not more frequently than four (4) times
a month, on the basis of written requests, made in accordance with the method
and procedures described in Section 2.1.3 below;
and Administrative Agent shall act upon such requests within three (3) Business
Days following the receipt of a written request from Borrower for a Revolving
Loan Advance, which action may include, without limitation, funding the
requested Revolving Loan Advance or specifying the basis for not funding and,
when applicable, requesting additional information and supporting
documentation.  The date on which any Revolving Loan Advance is funded
(or Swing Line Advance is funded or Letter of Credit is issued) is herein called
a "Drawdown
Date."

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (b)          Requisitions,
Certifications.  Each request for a Revolving Loan Advance
shall be in writing and in the form attached hereto as Exhibit D (a "Revolving Loan
Notice").  Each such request shall specify (i) the amount of
the Revolving Loan Advance requested, (ii) the purpose of the Revolving Loan
Advance requested, (iii) the Total Outstandings (including the funding of the
Revolving Loan Advance being requested), (iv) the then aggregate remaining
amount which may be funded under this Agreement, (v) calculations evidencing the
Borrower's continued compliance with the Financial Covenants, as satisfied by
the Closing Compliance Certificate, or once delivered, the most recent
Compliance Certificate delivered by the Borrower, (vi) the requested interest
rate option, and (vii) the Interest Period (if applicable).  Each
request for a Revolving Loan Advance hereunder shall be for (a) a minimum amount
as required by Section
2.3.6, and (b) an amount not to exceed (x) the Maximum Loan Amount less
(y) the Total Outstandings (after giving effect to such Revolving Loan
Advance).

     

    2.1.3       Funding
Procedures.  Following receipt of a Revolving Loan Notice, the
Administrative Agent shall promptly notify each Lender of the Drawdown Date and
of the amount of its Commitment Percentage of the applicable Revolving
Loans.  In the case of a Revolving Loan Advance, each Lender shall
make the amount of its Commitment Percentage of such Revolving Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified as the
Drawdown Date in the applicable Revolving Loan Notice.  Upon
satisfaction of the applicable conditions set forth in Section 5.2 (and, if
such Revolving Loan Advance is the initial credit extension, Section 5.1), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Regions with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to the Administrative Agent by the Borrower; provided, however, that if, on
the date the Revolving Loan Notice with respect to such Revolving Loan Advance
is given by the Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Revolving Loan Advance, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be made
available to the Borrower as provided above.

     

    
      
        	  	
                2.2

              	
                Term
      of Credit
Facility.

              


      

    

     

    2.2.1        Extension
of Maturity.  The Credit Facility shall be for a term (the
"Initial Term")
commencing on the date hereof and ending on March 31, 2012 (the "Initial Maturity
Date") or such earlier date as the Credit Facility is accelerated
pursuant to the terms of this Agreement upon an Event of Default.  The
Initial Term may be extended for one year ("Extended Term") until
March 25, 2013 ("Extended Maturity
Date") upon satisfaction of the following conditions (hereinafter, the
Initial Maturity Date and the Extended Maturity Date may be referred to herein
sometimes as the "Maturity Date" as may
be applicable):

     

    (a)           No
Default.  No Default or Event of Default shall exist on the
date of the Borrower's written notice for an extension as provided for in clause
(b) below and on the Initial Maturity Date.

     

    (b)           Notice From
Borrower.  The Borrower shall have given the Administrative
Agent (and the Administrative Agent shall give prompt notice thereof to the
Lenders) written notice of the Borrower's request to exercise its extension
right at least ninety (90) days, but no more than one hundred fifty (150) days,
before the Initial Maturity Date.

     

    (c)           Covenant
Compliance.  No breach of any covenants imposed upon the
Borrower or the Guarantors shall exist including, without limitation, the
Financial Covenants.

     

    (d)           Conditions
Satisfied.  All of the conditions set forth in Sections 5.1 of this
Agreement, to the extent applicable, and Section 5.2 of this
Agreement shall continue to be satisfied.

     

    (e)           Extension
Fee.  The Borrower shall have paid to the Administrative Agent
an extension fee (the "Extension Fee") for
the pro rata benefit of the Lenders of thirty basis points (0.30%) of the Total
Commitments, such Extension Fee to be payable at least five (5) days prior to
the Initial Maturity Date.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (f)           Additional
Documents.  The Borrower and the Guarantors shall have executed
and delivered to the Administrative Agent such agreements and documents as the
Administrative Agent may reasonably require incident to the
extension.

     

    Within
thirty (30) days following receipt by the Administrative Agent of the Borrower's
written notice under Section 2.2.1(b)
above requesting the extension accompanied by those of the items described above
which are then available, the Administrative Agent shall notify the Borrower in
writing if all of the conditions precedent to the extension, other than payment
of the Extension Fee, have been satisfied, or if further information,
certificates or work are required.  If the Administrative Agent
determines that the conditions to extension have been satisfied, other than
payment of the Extension Fee, the Administrative Agent shall so notify the
Borrower and the Lenders and upon the Administrative Agent's receipt of the
Extension Fee not later than five (5) days prior to the Initial Maturity Date,
the term of the Credit Facility shall be extended until the Extended Maturity
Date.  The Borrower hereby acknowledges and agrees that as a condition
to granting the extension of the Maturity Date contemplated herein, the
Administrative Agent, with the consent of all Lenders (such consent not to be
unreasonably withheld, conditioned or delayed), will have the option of
modifying the capitalization rates utilized in the definition of "Fair Market
Value" hereunder during the Extended Term.

     

    2.2.2       Termination/Reduction of
Commitments.

     

    (a)           The
Borrower shall have the right to terminate this Agreement prior to the
originally scheduled Maturity Date by providing the Administrative Agent with
ten (10) days' written notice of the Borrower's intention to terminate this
Agreement (the date of such termination being the "Borrower Termination
Date"). In the event that the Borrower provides such written notice to
the Administrative Agent, (i) as of the date of the notice, the Lenders shall
have no further obligation to make or issue, and the Borrower shall have no
further right to receive or request, any Credit Extension hereunder, and (ii)
the Borrower shall be obligated on the Borrower Termination Date to (x) pay in
full all accrued interest, principal and other charges due with respect to the
Credit Facility, including, without limitation, any Breakage Fees due on account
of such payment and (y) either (1) provide Administrative Agent with cash
collateral equal to one hundred three percent (103%) of the outstanding amount
of all outstanding Letters of Credit from a source other than the proceeds of
the Credit Facility or (2) return all outstanding Letters of Credit to the
Administrative Agent.  If such cash collateral is posted, such funds
shall be held in an interest bearing account at the Administrative Agent, shall
be pledged to secure the Obligations, and shall be refunded on a dollar for
dollar basis to the Borrower upon the return to the Administrative Agent, or the
expiration, of each Letter of Credit.

     

    (b)           The
Borrower shall have the right to reduce the Total Commitment to an amount not
less than $25,000,000 prior to the originally scheduled Maturity Date by
providing the Administrative Agent with ten (10) days' written notice of the
Borrower's intention to reduce the Total Commitment (the date of such reduction
being the "Borrower
Reduction Date"). In the event that the Borrower provides such written
notice to the Administrative Agent, (i) as of the date of the notice, the
Lenders shall have no further obligation to make or issue, and the Borrower
shall have no further right to receive or request, any Revolving Loan Advances,
Swing Line Advances or any Letters of Credit such that the Total Outstandings
would exceed such reduced Total Commitment, and (ii) the Borrower shall be
obligated on the Borrower Reduction Date to pay in full the excess of
outstanding principal balance of the Credit Facility over the reduced Total
Commitment, including, without limitation, any Breakage Fees due on account of
such payment.  In order to effect such reduced Total Commitment, the
Administrative Agent shall reduce the Lenders' Commitments on a pro rata
basis.

     

    2.3         Interest
Rate and Payment Terms.  The Revolving Loan Advances shall be
payable as to interest and principal in accordance with the provisions of this
Agreement.  This Agreement also provides for interest at a Default
Rate, Late Charges and prepayment rights and fees.  All payments for
the account of Lenders shall be applied to the respective accounts of the
Lenders in accordance with each Lender's Commitment Percentage of the Revolving
Loan.  Any and all interest rate selection and conversion provisions
in this Agreement are to be administered by the Administrative Agent and to be
allocated on a pro rata basis to the portion of the balance held by each Lender
based upon such Lender's Commitment Percentage.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    2.3.1       Borrower's
Options.  Principal amounts outstanding under the Revolving
Loan shall bear interest at the following rates, at Borrower's selection,
subject to the conditions and limitations provided for in this Agreement: (i)
Base Rate plus the Applicable Margin for Base Rate Advances or (ii) LIBO Rate
plus the Applicable Margin for LIBO Rate Advances.  Borrower's right
to select pricing options shall cease upon the occurrence and during the
continuation of any Event of Default.

     

    2.3.2       Selection
To Be Made.  Borrower shall select, and thereafter may change
the selection of, the applicable interest rate, from the alternatives otherwise
provided for in this Agreement, by giving Administrative Agent a Revolving Loan
Notice (in accordance with the requirements of Section 2.3.3,
below): (i) three (3) Business Days prior to each Revolving Loan Advance, (ii)
three (3) Business Days prior to the end of each Interest Period applicable to a
LIBO Rate Advance which shall be continued as a LIBO Rate Advance, or (iii)
three (3) Business Days prior to any Business Day on which Borrower desires to
convert an outstanding Base Rate Advance to a LIBO Rate Advance.

     

    2.3.3       Notice.  Each
Revolving Loan Advance, each conversion of Revolving Loans from one Type to the
other, and each continuation of a LIBO Rate Advance shall be made upon the
Authorized Officer's irrevocable notice to the Administrative Agent, which may
be given by telephone.  Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) with respect to a LIBO Rate
Advance, three (3) Business Days prior to, or (ii) with respect to a Base Rate
Advance, the requested date of any Revolving Loan Advance, conversion or
continuation.  Each telephonic notice pursuant to this Section 2.3.3 must be
confirmed promptly by delivery to the Administrative Agent of a written
Revolving Loan Notice, appropriately completed and signed by an Authorized
Officer of the Borrower.

     

    2.3.4       If No
Notice.  If the Borrower fails to select an interest rate
option in accordance with the foregoing prior to a Revolving Loan Advance, or at
least three (3) Business Days prior to the last day of the applicable Interest
Period of an outstanding LIBO Rate Advance, or if a LIBO Rate Advance is not
available, any new Revolving Loan Advance made shall be deemed to be a Base Rate
Advance, and on the last day of the applicable Interest Period all outstanding
principal amounts of the applicable LIBO Rate Advance shall be deemed converted
to a Base Rate Advance.

     

    2.3.5       Telephonic
Notice.  Without any way limiting the Borrower's obligation to
confirm in writing any telephonic notice, the Administrative Agent may act
without liability upon the basis of telephonic notice believed by the
Administrative Agent in good faith to be from the Borrower prior to receipt of
written confirmation.  In each case the Borrower hereby waives the
right to dispute the Administrative Agent's record of the terms of such
telephonic Revolving Loan Notice in the absence of manifest error.

     

    2.3.6       Limits On
Options.  Each LIBO Rate Advance shall be in a minimum amount
of $2,000,000 or a whole multiple of $500,000 in excess thereof, and each Base
Rate Advance shall be in a minimum amount of $2,000,000 or a whole multiple of
$500,000 in excess thereof.  At no time shall there be outstanding a
total of more than three (3) LIBO Rate Advances.

     

    2.3.7       Payment and
Calculation of Interest.  All interest shall be payable in
arrears commencing April 1, 2010 and on the first Business Day of each month
thereafter until the principal together with all interest and other charges
payable with respect to the Revolving Loan shall be fully paid.  All
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year).  Interest
shall accrue on each Revolving Loan Advances Loan for the day on which the
Revolving Loans Advances is made, and shall not accrue on a Revolving Loan
Advances, or any portion thereof, for the day on which the Revolving Loan
Advances or such portion is paid, provided that any Revolving Loan that is
repaid on the same day on which it is made shall, subject to Section 2.3.11, bear
interest for one day.  Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    2.3.8       Mandatory
Principal Payments.  If, on any day, the Total Outstandings
exceed the Maximum Loan Amount, then the Borrower shall make a principal payment
to the Administrative Agent, for the ratable benefit of the Lenders, in the
amount of such excess, including any amounts required to be paid under Section 2.3.15, in
immediately available funds within ten (10) Business Days of demand from the
Administrative Agent (a "Mandatory Principal
Payment").

     

    2.3.9       Prepayment.  The
Revolving Loan or any portion thereof may be prepaid in full or in part at any
time upon two (2) Business Days prior written notice to the Administrative Agent
without premium or penalty with respect to Base Rate Advances and, with respect
to LIBO Rate Advances, subject to payment of any applicable Breakage Fee; provided, however, that any
such prepayments shall be in a minimum amount of $2,000,000 or a whole multiple
of $500,000 in excess thereof.  Any amounts prepaid may be reborrowed
subject to the terms hereof.

     

    2.3.10     Maturity.  At
Maturity all accrued interest, principal and other charges due with respect to
the Revolving Loan shall be due and payable in full and the principal balance
and such other charges, including unpaid interest, at the option of the
Administrative Agent, shall continue to bear interest thereafter at the Default
Rate until so paid.

     

    2.3.11     Method of
Payment; Date of Credit; Administrative Agent's Clawback.

     

    (a)           General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent's Office in
Dollars and in immediately available funds not later than 1:00 p.m. on the date
specified herein.  The Administrative Agent will promptly distribute
to each Lender its Commitment Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender's Lending Office.  All payments received by the Administrative
Agent after 1:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  If
any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case
may be.

     

    (b)           (i)     
      Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
LIBO Rate Advance (or, in the case of any Base Rate Advance, prior to 12:00 noon
on the date of such Revolving Loan Advance) that such Lender will not make
available to the Administrative Agent such Lender's share of such Revolving Loan
Advance, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.1 (or, in
the case of a Base Rate Advance, that such Lender has made such share available
in accordance with and at the time required by Section 2.1) and may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount.  In such event, if a Lender has not in fact made its share of
the applicable Revolving Loan Advance available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Advances.  If the Borrower and
such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Revolving
Loan Advance to the Administrative Agent, then the amount so paid shall
constitute such Lender's share of such Revolving Loan Advance and the Borrower
shall have no further obligation with respect thereto under this Section 2.3.11(b)(i)
in respect of such Lender's share of the Revolving Loan Advance; it being
understood that such amount advanced by such Lender shall constitute a Revolving
Loan Advance for all purposes hereunder.  Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative
Agent.

     

    
      
        
        

      

      
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    (ii)           Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders, the Swing Line Lender or the L/C Issuer hereunder, stating that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders, the Swing Line
Lender or the L/C Issuer, as the case may be, the amount due.  In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders, the Swing Line Lender or the L/C Issuer, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, the Swing Line Lender or the L/C Issuer, in
immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

     

    A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.

     

    (c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Revolving Loan Advance to be made by such
Lender as provided in the foregoing provisions of this Article 2, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article 5 are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

     

    (d)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Revolving Loan Advance in any particular place or
manner or to constitute a representation by any Lender that it has obtained or
will obtain the funds for any Revolving Loan Advance in any particular place or
manner.

     

    2.3.12   
  Billings.  The
Administrative Agent may submit monthly billings reflecting payments due;
however, any changes in the interest rate which occur between the date of
billing and the due date may be reflected in the billing for a subsequent
month.  Neither the failure of the Administrative Agent to submit a
billing nor any error in any such billing shall excuse the Borrower from the
obligation to make full payment of all the Borrower's payment obligations when
due.

     

    2.3.13     Default
Rate.

     

    (a)           If
any Event of Default has occurred and is continuing pursuant to Section 10.1.1, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

     

    
      
        
        

      

      
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    (b)           Upon
the request of the Required Lenders, while any other Event of Default exists,
the Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

     

    (c)           Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

     

    2.3.14     Late
Charges.  The Borrower shall pay a late charge (herein, the
"Late Charge")
equal to five percent (5%) of the amount of any principal, interest or other
payment which is not paid within ten (10) days of the due date
thereof.  Late charges: (a) are payable in addition to, and not in
limitation of, the Default Rate, (b) are intended to compensate the
Administrative Agent and the Lenders for administrative and processing costs
incident to late payments, (c) are not interest, and (d) shall not be subject to
refund or rebate or credited against any other amount due.

     

    2.3.15     Breakage
Fees.  The Borrower shall pay to the Administrative Agent, for
the ratable benefit of the Lenders, immediately upon request and notwithstanding
contrary provisions contained in any of the Loan Documents, such amounts as
shall, in the conclusive judgment of the Administrative Agent (in the absence of
manifest error), compensate the Administrative Agent and the Lenders for the
loss, cost or expense which they may reasonably incur as a result of (i) any
payment or prepayment, under any circumstances whatsoever, whether voluntary or
involuntary, of all or any portion of a LIBO Rate Advance on a date other than
the last day of the applicable Interest Period of a LIBO Rate Advance, (ii) the
conversion, for any reason whatsoever, whether voluntary or involuntary, of any
LIBO Rate Advance to a Base Rate Advance on a date other than the last day of
the applicable Interest Period, (iii) the failure of all or a portion of a
Revolving Loan Advance which was to have borne interest at the LIBO Rate
pursuant to the request of the Borrower to be made under this Agreement (except
as a result of any act or omission of Lender), or (iv) the failure of the
Borrower to borrow in accordance with any request submitted by it for a LIBO
Rate Advance.  Such amounts payable by the Borrower shall be equal to
any administrative costs actually incurred plus any reasonable amounts required
to compensate for any loss, cost or expense incurred by reason of the
liquidation or redeployment of deposits or other funds acquired by the
Administrative Agent or any Lender to fund or maintain a LIBO Rate Advance
(herein, collectively, the "Breakage
Fee").  A certificate from a Lender provided to the Borrower by
the Administrative Agent setting forth the calculation and amount of its
Breakage Fee shall be conclusive absent manifest error.

     

    2.3.16     Application
of Payments.  In the event any payment from Borrower is
received by the Administrative Agent without specific application instructions,
the application of any such payment shall be made first to Swing Line Advances,
then to Base Rate Advances and then to LIBO Rate Advances.

     

    2.4         Loan
Fees.

     

    2.4.1       Loan
Fees.  The Borrower shall pay the Administrative Agent for its
own account or for the pro rata benefit of the Lenders, as applicable, the
various fees in accordance with the Fee Letter.

     

    2.4.2       Facility
Fee. The Borrower agrees to pay
to the Administrative Agent, for the pro rata benefit of the Lenders, an annual
fee quarterly in arrears on the first day of each January, April, July and
October for the previous quarter and at Maturity, commencing on the first of
such dates to occur after the Closing Date, which shall be in an amount equal to
25 basis points of the Total Commitment. All facility fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed in the quarter (or any partial quarter, as applicable, in the event
of the first payment and/or the last payment of the facility fee
hereunder).

     

    2.5         Additional Provisions
Related to Interest Rate Selection.

     

    2.5.1       Increased
Costs.  If any Change in Law shall:

     

    
      
        
        

      

      
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    (a)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the LIBO Rate), the Swing Line Lender or the
L/C Issuer with respect to this Agreement;

     

    (b)           subject
any Lender, the Swing Line Lender or the L/C Issuer to any tax of any kind
whatsoever (other than the Excluded Taxes) with respect to this Agreement, any
Letter of Credit, any participation in a Letter of Credit or any LIBO Rate
Advance made by it, or change the basis of taxation of payments to such Lender,
the Swing Line Lender or the L/C Issuer in respect thereof; or

     

    (c)           impose
on any Lender, the Swing Line Lender or the L/C Issuer or the London interbank
market any other condition, cost or expense affecting this Agreement or LIBO
Rate Advances made by such Lender or any Letter of Credit or participation
therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any LIBO Rate Advance (or of maintaining its obligation to
make any such Revolving Loan), or to increase the cost to such Lender, the Swing
Line Lender or the L/C Issuer of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender, the Swing Line Lender or the L/C Issuer hereunder (whether of
principal, interest or any other amount) then, promptly upon request of such
Lender, the Swing Line Lender or the L/C Issuer, the Borrower will pay to such
Lender, the Swing Line Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender, the Swing Line
Lender or the L/C Issuer, as the case may be, for such additional costs incurred
or reduction suffered.  A certificate from a Lender provided to the
Borrower by the Administrative Agent setting forth such amounts together with
calculations thereof shall be conclusive absent manifest error.

     

    2.5.2       Capital
Requirements.  If any Lender, the Swing Line Lender or the L/C
Issuer determines that any Change in Law affecting such Lender, the Swing Line
Lender or the L/C Issuer or any Lending Office of such Lender or such Lender's,
the Swing Line Lender's or the L/C Issuer's holding company, if any, regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's, the Swing Line Lender's or the L/C Issuer's capital or on the
capital of such Lender's, the Swing Line Lender's or the L/C Issuer's holding
company, if any, as a consequence of this Agreement, the Commitment of such
Lender or the Revolving Loan Advances or Swing Line Advances made by, or
participations in Letters of Credit held by, such Lender, the Swing Line Lender
or the Letters of Credit issued by the L/C Issuer, to a level below that which
such Lender, the Swing Line Lender or the L/C Issuer or such Lender's, the Swing
Line Lender's or the L/C Issuer's holding company could have achieved but for
such Change in Law (taking into consideration such Lender's, the Swing Line
Lender's or the L/C Issuer's policies and the policies of such Lender's, the
Swing Line Lender's or the L/C Issuer's holding company with respect to capital
adequacy), then from time to time (and in any event within twenty (20) days) the
Borrower will pay to such Lender, the Swing Line Lender or the L/C Issuer, as
the case may be, such additional amount or amounts as will compensate such
Lender, the Swing Line Lender or the L/C Issuer or such Lender's, the Swing Line
Lender's or the L/C Issuer's holding company for any such reduction suffered. A
certificate from a Lender provided to the Borrower by the Administrative Agent
setting forth such amounts together with calculations thereof shall be
conclusive absent manifest error.

     

    2.5.3       Illegality.  Notwithstanding
any other provision of this Agreement, if any Change in Law shall make it
unlawful, or any central bank or Governmental Authority shall assert by
directive, guideline or otherwise, that it is unlawful, for any Lender to make
or maintain LIBO Rate Advances or to continue to fund or maintain LIBO Rate
Advances, and such Lender, without cost or expense, cannot hold or administer
its Commitment from an office where maintaining and funding LIBO Rate Advances
can be accomplished, then, on written notice thereof and demand by the
Administrative Agent to the Borrower, (a) the obligation of the Administrative
Agent to make LIBO Rate Advances and to convert or continue any Revolving Loan
as LIBO Rate Advances shall terminate and (b) at the end of the applicable
Interest Period, the Borrower shall convert all principal outstanding under this
Agreement into Base Rate Advances.

     

    
      
        
        

      

      
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    2.5.4       Availability.  If,
before or after the Borrower has selected to take or maintain a LIBO Rate
Advance, but before the Interest Period with respect thereto commences, the
Administrative Agent notifies the Borrower that:

     

    (a)           Dollar
deposits in the amount and for the maturity requested are not available to the
Lenders in the London interbank market at the rate specified in the definition
of LIBO Rate set forth above; or

     

    (b)           reasonable
means do not exist for the Administrative Agent to determine the LIBO Rate for
the amounts and maturity requested, then the principal which would have been a
LIBO Rate Advance shall be a Base Rate Advance.

     

    2.5.5       Base Rate
Advances.  Each Base Rate Advance shall continue as a Base Rate
Advance until Maturity of the Revolving Loan, unless sooner converted, in whole
or in part, to a LIBO Rate Advance, subject to the limitations and conditions
set forth in this Agreement.

     

    2.5.6       Delay in
Requests.  Failure or delay on the part of any Lender, the
Swing Line Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such
Lender's, the Swing Line Lender's or the L/C Issuer's right to demand such
compensation; provided, however, that the
Borrower shall not be required to compensate a Lender, the Swing Line Lender or
the L/C Issuer pursuant to the foregoing provisions of this Section for any
increased costs incurred or reductions suffered more than six months prior to
the date that such Lender, the Swing Line Lender or the L/C Issuer, as the case
may be, notifies the Borrower of the change in Law giving rise to such increased
costs or reductions and of such Lender's, the Swing Line Lender or the L/C
Issuer's intention to claim compensation therefor (except that, if the change in
Law giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of
retroactive effect thereof).

     

    2.5.7       Mitigation.

     

    (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under this
Section 2.5, or
the Borrower is required to pay any additional amount to any Lender, the Swing
Line Lender, the L/C Issuer or any Governmental Authority for the account of any
Lender, the Swing Line Lender or the L/C Issuer pursuant to Section 2.8, then
such Lender, the Swing Line Lender or the L/C Issuer shall, as applicable, use
reasonable efforts to designate a different Lending Office for funding or
booking its Credit Extensions hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, the Swing Line Lender or the L/C Issuer, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.8, 2.5.1 or 2.5.2, as the case
may be, and (ii) in each case, would not subject such Lender, the Swing Line
Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender, the Swing
Line Lender or the L/C Issuer, as the case may be.  The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender,
the Swing Line Lender or the L/C Issuer in connection with any such designation
or assignment.

     

    (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 2.5.1 or
2.5.2, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.8, the
Borrower may replace such Lender in accordance with Section
13.2.4.

     

    2.5.8        Survival.  All
of the Borrower's obligations under this Section 2.5 shall
survive termination of the Total Commitments, resignation of the Administrative
Agent and repayment of all Obligations hereunder for a period of one
year.

     

    
      
        
        

      

      
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    2.6         Letters of
Credit.

     

    2.6.1       The Letter of Credit
Commitment.

     

    (a)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.6, (1) from
time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit for the account
of the Borrower or Borrower Subsidiaries, and to amend or extend Letters of
Credit previously issued by it, in accordance with Section 2.6.2 below,
and (2) to honor drawings under the Letters of Credit; and (B) the Lenders
severally agree to participate in Letters of Credit issued for the account of
the Borrower, Borrower Subsidiaries and any drawings thereunder; provided, however, that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the Total Outstandings shall not exceed the Total Commitment, (y) the
aggregate Outstanding Amount of the Revolving Loan Advances of any Lender, plus
such Lender's Commitment Percentage of the Outstanding Amount of all L/C
Obligations, shall not exceed such Lender's Commitment, and (z) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the Borrower for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by the Borrower
that the L/C Credit Extension so requested complies with the conditions set
forth in the proviso to the preceding sentence.  Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower's ability
to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.  All Existing Letters of Credit shall be deemed to have
been issued pursuant hereto, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.

     

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

     

    (i)           subject
to Section
2.6.2(c), the expiry date of such requested Letter of Credit would occur
more than twelve months after the date of issuance or last extension, unless the
Required Lenders have approved such expiry date; or

     

    (ii)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders have approved such expiry date,
subject to Section
2.6.7.

     

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

     

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

     

    (ii)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $25,000;

     

    (iii)          such
Letter of Credit is to be denominated in a currency other than
Dollars;

     

    
      
        
        

      

      
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    (iv)          such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder; or

     

    (v)           a
default of any Lender's obligations to fund under Section 2.6.3 exists
or any Lender is at such time an Impacted Lender hereunder, unless the L/C
Issuer has entered into satisfactory arrangements with the Borrower or such
Lender to eliminate the L/C Issuer's risk with respect to such Lender, subject
to the provisions of Section
13.2.4.

     

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

     

    (e)           The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all of the benefits and immunities (A) provided to the Administrative
Agent in Article
13 with respect to any acts taken or omissions suffered by the L/C Issuer
in connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term "Administrative Agent" as used in Article 13 included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.

     

    2.6.2       Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

     

    (a)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by an Authorized Officer of the
Borrower.  Such Letter of Credit Application must be received by the
L/C Issuer and the Administrative Agent not later than 11:00
a.m.  (Central time) at least two Business Days (or such later date
and time as the Administrative Agent and the L/C Issuer may agree in a
particular instance in their sole discretion) prior to the proposed issuance
date or date of amendment, as the case may be.  In the case of a
request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably
require.  In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended;
(2) the proposed date of amendment thereof (which shall be a Business Day); (3)
the nature of the proposed amendment; and (4) such other matters as the L/C
Issuer may reasonably require.  Additionally, the Borrower shall
furnish to the L/C Issuer and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or amendment,
including any Issuer Documents, as the L/C Issuer or the Administrative Agent
may reasonably require.

     

    (b)           Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will provide
the Administrative Agent with a copy thereof.  Unless the L/C Issuer
has received written notice from any Lender, the Administrative Agent or any
Loan Party, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable
conditions contained in Section 5.2 shall not
then be satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, issue a Letter of Credit for the account of
the Borrower or the applicable Borrower Subsidiary or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer's
usual and customary business practices.  Immediately upon the issuance
of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably
and unconditionally agrees to, purchase from the L/C Issuer a risk participation
in such Letter of Credit in an amount equal to the product of such Lender's
Commitment Percentage times the amount of such Letter of Credit.

     

    
      
        
        

      

      
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    (c)           If
the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an "Auto-Extension Letter of
Credit"); provided, however, that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the "Non-Extension Notice
Date") in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C
Issuer for any such extension.  Once an Auto-Extension Letter of
Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the extension of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date
unless all the Lenders have approved such later expiry date, subject to Section 2.6.7; provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.6.1 or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions
specified in Section
5.2 are not then satisfied, and in each such case directing the L/C
Issuer not to permit such extension.

     

    (d)           If
the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that permits the automatic reinstatement of all or a portion of the
stated amount thereof after any drawing thereunder (each, an "Auto-Reinstatement Letter of
Credit").  Unless otherwise directed by the L/C Issuer, the
Borrower shall not be required to make a specific request to the L/C Issuer to
permit such reinstatement.  Once an Auto-Reinstatement Letter of
Credit has been issued, except as provided in the following sentence, the
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer
to reinstate all or a portion of the stated amount thereof in accordance with
the provisions of such Letter of Credit.  Notwithstanding the
foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to
decline to reinstate all or any portion of the stated amount thereof after a
drawing thereunder by giving notice of such non-reinstatement within a specified
number of days after such drawing (the "Non-Reinstatement
Deadline"), the L/C Issuer shall not permit such reinstatement if it has
received a notice (which may be by telephone or in writing) on or before the day
that is five Business Days before the Non-Reinstatement Deadline (A) from the
Administrative Agent that the Required Lenders have elected not to permit such
reinstatement or (B) from the Administrative Agent, any Lender or the Borrower
that one or more of the applicable conditions specified in Section 5.2 are not
then satisfied (treating such reinstatement as an L/C Credit Extension for
purposes of this clause) and, in each case, directing the L/C Issuer not to
permit such reinstatement.

     

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

     

    
      
        
        

      

      
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    2.6.3       Drawings and Reimbursements;
Funding of Participations.

     

    (a)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower
and the Administrative Agent thereof.  Not later than 11:00
a.m.  (Central time) on the date of any payment by the L/C Issuer
under a Letter of Credit (each such date, an "Honor Date"), the
Borrower shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing.  If the Borrower fails to
so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the unreimbursed
drawing (the "Unreimbursed
Amount"), and the amount of such Lender's Commitment Percentage
thereof.  In such event, the Borrower shall be deemed to have
requested a Base Rate Advance to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section
2.1 for the principal amount of the Revolving Loan, but subject to the
amount of the unutilized portion of the Total Commitment and the conditions set
forth in Section
5.2.  Any notice given by the L/C Issuer or the Administrative
Agent pursuant to this Section 2.6.3(a) may
be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

     

    (b)           Each
Lender shall upon any notice pursuant to Section 2.6.3(a) make
funds available to the Administrative Agent for the account of the L/C Issuer at
the Administrative Agent's Office in an amount equal to its Commitment
Percentage of the Unreimbursed Amount not later than 1:00
p.m.  (Central time) on the Business Day specified in such notice by
the Administrative Agent, whereupon, subject to the provisions of Section 2.6.3(c),
each Lender that so makes funds available shall be deemed to have made a Base
Rate Advance to the Borrower in such amount.  The Administrative Agent
shall remit the funds so received to the L/C Issuer.

     

    (c)           With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
Loan Advance because the conditions set forth in Section 5.2 cannot be
satisfied or for any other reason, the Borrower shall be deemed to have incurred
from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
that is not so refinanced, which L/C Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at the Default
Rate.  In such event, each Lender's payment to the Administrative
Agent for the account of the L/C Issuer pursuant to Section 2.6.3(b)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.6.

     

    (d)           Until
each Lender funds its Commitment Percentage of any Revolving Loan Advance or L/C
Advance pursuant to this Section 2.6.3 to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender's Commitment Percentage of such amount shall
be solely for the account of the L/C Issuer.

     

    (e)           Each
Lender's obligation to make Revolving Loan Advances or L/C Advances to reimburse
the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by
this Section
2.6.3, shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the L/C Issuer, the Borrower or
any other Person for any reason whatsoever, (B) the occurrence or continuance of
a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Lender's obligation to make Revolving Loan Advances pursuant to this Section 2.6.3 is
subject to the conditions set forth in Section
5.2.  No such making of an L/C Advance shall relieve or
otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for
the amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein.

     

    
      
        
        

      

      
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    (f)       
    If any Lender fails to make available to the
Administrative Agent for the account of the L/C Issuer any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.6.3 by the
time specified in Section 2.6.3(b), the
L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation.  A
certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (f)
shall be conclusive absent manifest error.

     

    2.6.4       Repayment of
Participations.

     

    (a)           At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender's L/C Advance in respect of such
payment in accordance with Section 2.6.3, if the
Administrative Agent receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of Cash Collateral applied
thereto by the Administrative Agent), the Administrative Agent will distribute
to such Lender its Commitment Percentage thereof (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such
Lender's L/C Advance was outstanding) in the same funds as those received by the
Administrative Agent.

     

    (b)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.6.3(a) is
required to be returned under any of the provisions of this Agreement (including
pursuant to any settlement entered into by the L/C Issuer in its discretion),
each Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Commitment Percentage thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  The obligations of the Lenders under
this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.

     

    2.6.5       Obligations
Absolute.  The obligation of the Borrower to reimburse the L/C
Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

     

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

     

    (b)           the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Borrower Subsidiary may have at any time against any beneficiary
or any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating
thereto, or any unrelated transaction;

     

    (c)           any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;

     

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

     

    
      
        
        

      

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

     

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

     

    2.6.6       Role of L/C
Issuer.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuer, the Administrative Agent, any of their respective Affiliates nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Affiliates nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for any
of the matters described in clauses (a) through (e) of Section 2.6.5; provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer's willful misconduct or gross negligence or
the L/C Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

     

    2.6.7       Cash
Collateral.  Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations.  For
purposes of this Agreement, "Cash Collateralize"
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances (the "Cash Collateral")
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, a security interest in all such
Cash Collateral and all proceeds of the foregoing.  Cash Collateral
shall be maintained in blocked, non-interest bearing deposit accounts at
Regions.

     

    2.6.8       Applicability
of ISP.  Unless otherwise expressly agreed by the L/C Issuer
and the Borrower when a Letter of Credit is issued, the rules of the ISP shall
apply to each standby Letter of Credit.

     

    
      
        
        

      

      
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    2.6.9       Letter of
Credit Fees.  The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Commitment
Percentage an annual Letter of Credit fee (the "Letter of Credit
Fee") for each standby Letter of Credit equal to 2.50% times the maximum
stated amount available to be drawn under such Letter of Credit. For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
2.6.13.  Letter of Credit Fees shall  paid on date of
issuance of each such Letter of Credit and on each annual anniversary thereafter
while such Letter of Credit is outstanding.  Notwithstanding anything
to the contrary contained herein, upon the request of the Required Lenders,
while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate.

     

    2.6.10     Fronting
Fee and Documentary and Processing Charges Payable to L/C
Issuer.  The Borrower shall pay directly to the L/C Issuer for
its own account a fronting fee with respect to each Letter of Credit, of one
eighth of one percent (.125%) per annum, computed on the maximum stated amount
of such Letter of Credit.  Such fronting fee shall be due and payable
on the date of issuance of each Letter of Credit.  For purposes of
computing the maximum stated amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
2.6.13.  In addition, the Borrower shall pay directly to the
L/C Issuer for its own account the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the L/C
Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.

     

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

     

    2.6.12     Letters of
Credit Issued for Borrower Subsidiaries.  Notwithstanding that
a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Borrower Subsidiary, the Borrower
shall be obligated to reimburse the L/C Issuer hereunder for any and all
drawings under such Letter of Credit.  The Borrower hereby
acknowledges that the issuance of Letters of Credit for the account of Borrower
Subsidiaries inures to the benefit of the Borrower, and that the Borrower's
business derives substantial benefits from the businesses of such Borrower
Subsidiaries.

     

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

     

    2.7         Swing Line
Facility.

     

    2.7.1       The Swing
Line Commitment. Subject to the terms and conditions hereof, the Swing
Line Lender agrees that it will make available to the Borrower in the form of
swing line loans ("Swing Line Advance")
a portion of the credit otherwise available to the Borrower under the Total
Commitment; provided, however, that (i) the
aggregate principal amount of Swing Line Advances outstanding at any time shall
not exceed the Swing Line Sublimit then in effect (notwithstanding that the
Swing Line Advances outstanding at any time, when aggregated with the Swing Line
Lender's other outstanding Revolving Loan Advances hereunder, may exceed the
Swing Line Sublimit then in effect) and (ii) the Borrower shall not request, and
the Swing Line Lender shall not make, any Swing Line Advance if, after giving
effect to the making of such Swing Line Advance, (a) the Total Outstandings
would exceed the Total Commitment, (b) the aggregate Outstanding Amount of the
Revolving Loan Advances of any Lender, plus such Lender's Commitment Percentage
of the Outstanding Amount of all Swing Line Advances, would exceed such Lender's
Commitment, and (c) the Outstanding Amount of all Swing Line Advances would
exceed the Swing Line Sublimit. The Borrower may use the Swing Line Sublimit by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof.  There shall be no limit to the number of Swing
Line Advances that may be made in any month. Swing Line Advances shall be Base
Rate Advances only.

     

    
      
        
        

      

      
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    2.7.2       Procedure
for Swing Line Borrowing; Refunding of Swing Line Advances.

     

    (a)           The
Borrower may borrow under the Swing Line Sublimit on any Business Day; provided, however, that the
Borrower shall give the Swing Line Lender irrevocable telephonic notice
confirmed promptly in writing (which telephonic notice must be received by the
Swing Line Lender not later than 11:00 a.m. (Central time) on the proposed
Drawdown Date), specifying (i) the amount to be borrowed and (ii) the requested
Drawdown Date. Each borrowing under the Swing Line Sublimit shall be in an
amount equal to $100,000 or a whole multiple of $50,000 in excess thereof. Not
later than 3:00 p.m. (Central time) on the Drawdown Date specified in the
borrowing notice in respect of any Swing Line Advance, the Swing Line Lender
shall make available to the Administrative Agent at the Administrative Agent's
Office an amount in immediately available funds equal to the amount of such
Swing Line Advance. The Administrative Agent shall make the proceeds of such
Swing Line Advance available to the Borrower on such Drawdown Date in like funds
as received by the Administrative Agent.

     

    (b)           The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of the Swing Line Lender the then unpaid principal amount of each
Swing Line Loan on the earliest of (i) the Maturity Date (or such earlier date
on which the Obligations are accelerated hereunder), (ii) the date that is 15
Business Days after the date such Swing Line Loan is made and (iii) the date on
which a Revolving Loan Advance is borrowed.  The Swing Line Lender, at
any time and from time to time in its sole and absolute discretion may, on
behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender
to act on its behalf, on one Business Day's notice given by the Swing Line
Lender no later than 12:00 Noon (Central time)), request each Lender to make,
and each Lender hereby agrees to make, a Revolving Loan Advance (which shall
initially be a Base Rate Advance), in an amount equal to such Lender's
Commitment Percentage of the aggregate amount of the Swing Line Advances (the
"Refunded Swing Line
Advances") outstanding on the date of such notice, to repay the Swing
Line Lender. Each Lender shall make the amount of such Revolving Loan Advance
available to the Administrative Agent at the Administrative Agent's Office in
immediately available funds, not later than 10:00 am. (Central time) one
Business Day after the date of such notice. The proceeds of such Revolving Loan
Advances shall be made immediately available by the Administrative Agent to the
Swing Line Lender for application by the Swing Line Lender to the repayment of
the Swing Line Advances.

     

    (c)           If
prior to the time a Revolving Loan Advance would have otherwise been made
pursuant to Section
2.7.2(b), a Default or an Event of Default shall have occurred and be
continuing with respect to the Borrower, or if for any other reason, as
determined by the Swing Line Lender in its sole discretion, Revolving Loan
Advances may not be made as contemplated by Section 2.7.2(b),
each Lender shall, on the date such Revolving Loan Advance was to have been made
pursuant to the notice referred to in Section 2.7.2(b) (the
"Refunding
Date"), purchase for cash an undivided participating interest in the then
outstanding Swing Line Advances by paying to the Swing Line Lender an amount
(the "Swing Line
Lender Advance") equal to (i) such Lender's Commitment Percentage times
(ii) the sum of the aggregate principal amount of Swing Line Advances then
outstanding which were to have been repaid with such Revolving Loan
Advances.

     

    (d)           Whenever,
at any time after the Swing Line Lender has received from any Lender such
Lender's Swing Line Lender Advance, the Swing Line Lender receives any payment
on account of the Swing Line Advances, the Swing Line Lender will distribute to
such Lender its Swing Line Lender Advance (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded and, in the case of principal
and interest payments, to reflect such Lender's pro rata portion of such payment
if such payment is not sufficient to pay the principal of and interest on all
Swing Line Advances then due); provided, however, that in the
event that such payment received by the Swing Line Lender is required to be
returned, such Lender will return to the Swing Line Lender any portion thereof
previously distributed to it by the Swing Line Lender.

     

    
      
        
        

      

      
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      (e)           Each
Lender's obligation to make the Revolving Loan Advances referred to in Section 2.7.2(b) and
to purchase participating interests pursuant to Section 2.7.2(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any setoff, counterclaim,
recoupment, defense or other right which such Lender or the Borrower may have
against the Swing Line Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in Section 5.1; (iii)
any adverse change in the condition (financial or otherwise) of the Borrower;
(iv) any breach of this Agreement or any other Loan Document by the Borrower,
any other Loan Party or any other Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the
foregoing.

       

      2.8         Taxes.

       

      2.8.1       Payments Free of Taxes;
Obligation to Withhold; Payments on Account of Taxes.

       

      (a)           Any
and all payments by or on account of any obligation of the Borrower hereunder or
under any other Loan Document shall, to the extent permitted by applicable Laws,
be made free and clear of and without reduction or withholding for any
Taxes.  If, however, applicable Laws require the Borrower or the
Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld
or deducted in accordance with such Laws as determined by the Borrower or the
Administrative Agent, as the case may be, upon the basis of the information and
documentation to be delivered pursuant to Section 2.8.5
below.

       

      (b)           If
the Borrower or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including without limitation both United States
Federal backup withholding and withholding taxes, from any payment, then (A) the
Administrative Agent shall withhold or make such deductions as are determined by
the Administrative Agent to be required based upon the information and
documentation it has received pursuant to Section 2.8.5 below,
(B) the Administrative Agent shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with the Code, and
(C) to the extent that the withholding or deduction is made on account of
Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be
increased as necessary so that after any required withholding or the making of
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lender, Swing Line Lender
or L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such withholding or deduction been made.  Any
such affected Lender shall provide Borrower with prompt written notice of any
withholdings, deductions or payments described in this Section
2.8.1.

       

      2.8.2       Payment of
Other Taxes by the Borrower.  Without limiting the provisions
of Section
2.8.1 above, the Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Laws.

       

      2.8.3       Tax
Indemnifications.

       

      (a)           Without
limiting the provisions of Section 2.8.1 or
2.8.2 above,
the Borrower shall, and does hereby, indemnify the Administrative Agent, each
Lender, the Swing Line Lender and the L/C Issuer, and shall make payment in
respect thereof within 20 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) withheld or deducted by the Borrower or the Administrative Agent or
paid by the Administrative Agent, such Lender, the Swing Line Lender or the L/C
Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  The Borrower shall also, and does hereby,
indemnify the Administrative Agent, and shall make payment in respect thereof
within 20 days after written demand therefor, for any amount which a Lender, the
Swing Line Lender or the L/C Issuer for any reason fails to pay indefeasibly to
the Administrative Agent as required by clause (b) of this
subsection.  A certificate as to the amount of any such payment or
liability delivered to the Borrower by a Lender, the Swing Line Lender or the
L/C Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, the Swing Line Lender or the
L/C Issuer, shall be conclusive absent manifest error.

       

      
        
           


        

        
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      (b)           Without
limiting the provisions of Section 2.8.1 or
2.8.2 above,
each Lender, the Swing Line Lender and the L/C Issuer shall, and does hereby,
indemnify the Borrower and the Administrative Agent, and shall make payment in
respect thereof within 20 days after written demand therefor, against any and
all Taxes and any and all related losses, claims, liabilities, penalties,
interest and expenses (including the fees, charges and disbursements of any
counsel for the Borrower or the Administrative Agent) incurred by or asserted
against the Borrower or the Administrative Agent by any Governmental Authority
as a result of the failure by such Lender, the Swing Line Lender or the L/C
Issuer, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered by such
Lender, the Swing Line Lender or the L/C Issuer, as the case may be, to the
Borrower or the Administrative Agent pursuant to Section
2.8.5.  Each Lender, the Swing Line Lender and the L/C Issuer
hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender, the Swing Line Lender or the L/C
Issuer, as the case may be, under this Agreement or any other Loan Document
against any amount due to the Administrative Agent under this clause
(b).  The agreements in this clause (b) shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or
the replacement of, a Lender, the Swing Line Lender or the L/C Issuer, the
termination of the Commitments and the repayment, satisfaction or discharge of
all other Obligations.

       

      2.8.4       Evidence of
Payments.  Upon a written request by the Borrower or the
Administrative Agent, as the case may be, after any payment of Taxes by the
Borrower or the Administrative Agent to a Governmental Authority as provided in
this Section
2.8, the Borrower shall deliver to the Administrative Agent or the
Administrative Agent shall deliver to the Borrower, as the case may be, the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of any return required by Law to report such
payment or other evidence of such payment reasonably satisfactory to the
Borrower or the Administrative Agent, as the case may be.

       

      2.8.5       Status of
Lenders; Tax Documentation.

       

      (a)           Each
Lender shall deliver to the Borrower and to the Administrative Agent, at the
time or times prescribed by applicable Laws or when reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Laws or by the taxing authorities of any
jurisdiction and such other reasonably requested information as will permit the
Borrower or the Administrative Agent, as the case may be, to determine (A)
whether or not payments made hereunder or under any other Loan Document are
subject to Taxes, (B) if applicable, the required rate of withholding or
deduction, and (C) such Lender's entitlement to any available exemption from, or
reduction of, applicable Taxes in respect of all payments to be made to such
Lender by the Borrower pursuant to this Agreement or otherwise to establish such
Lender's status for withholding tax purposes in the applicable
jurisdiction.

       

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

       

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

       

      
        
           


        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      2.8.6       Treatment
of Certain Refunds.  Unless required by applicable Laws, at no
time shall the Administrative Agent have any obligation to file for or otherwise
pursue on behalf of a Lender, the Swing Line Lender or the L/C Issuer, or have
any obligation to pay to any Lender, the Swing Line Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such
Lender, the Swing Line Lender or the L/C Issuer, as the case may
be.  If the Administrative Agent, any Lender, the Swing Line Lender or
the L/C Issuer determines, in its sole discretion, that it has received a refund
of any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to
this Section, it shall pay to the Borrower an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by
the Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses actually
incurred by the Administrative Agent, such Lender, the Swing Line Lender or the
L/C Issuer, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); provided, however, that the
Borrower, upon the request of the Administrative Agent, such Lender, the Swing
Line Lender or the L/C Issuer, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender, the Swing Line
Lender or the L/C Issuer in the event the Administrative Agent, such Lender, the
Swing Line Lender or the L/C Issuer is required to repay such refund to such
Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent, any Lender, the Swing Line Lender or the L/C
Issuer to make available its tax returns (or any other information relating to
its taxes that it deems confidential) to the Borrower or any other
Person.

       

      
        
           


        

        
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      3.           SECURITY FOR THE CREDIT
FACILITY; LOAN AND SECURITY DOCUMENTS.

       

      3.1         Security.  The
Credit Extensions together with interest thereon and all other charges and
amounts payable by, and all other obligations of, the Borrower to the
Administrative Agent and/or each of the Lenders, whenever incurred, direct or
indirect, absolute or contingent, arising under or with respect to this
Agreement, the Security Documents, or any other Loan Document, together with all
other Obligations, shall be secured by the following collateral (the "Collateral") which
the Borrower agrees to provide and maintain, or cause to be provided and
maintained (whether provided for each in separate agreements or combined with
various other agreements):

       

      3.1.1       Mortgage/Deed
of Trust and Security Agreement.

       

      (a)           A
first priority mortgage/deed of trust (as applicable), collateral assignment of
leases and rents and security agreement (individually and collectively, the
"Mortgage") in
the form reasonably required by the Administrative Agent, granted by each
Borrowing Base Property Owner to the Administrative Agent or a trustee on behalf
of the Administrative Agent, as applicable, for the ratable benefit of the
Lenders, (i) on (A) each Collateral Property, (B) all land, improvements,
furniture, fixtures, equipment, and other assets (including, without limitation,
property management agreements, contracts, contract rights, accounts, Licenses
and Permits, to the extent assignable, and general intangibles), including all
after-acquired property, owned, or in which each Borrowing Base Property Owner
has or obtains any interest, in connection with each Collateral Property, (C)
all insurance proceeds and other proceeds therefrom, and (D) all other assets of
each Borrowing Base Property Owner, whether now owned or hereafter acquired and
related to each Collateral Property and (ii) with respect to all Leases of each
Collateral Property and all income and profits to be derived from the operation
and leasing of each Collateral Property.

       

      (b)           Each
Mortgage shall secure the payment and performance of the
Obligations.

       

      (c)           At
the option of the Administrative Agent, each Mortgage shall be either (x) a
first priority mortgage/deed of trust (as applicable) and security agreement
granted by the applicable Borrowing Base Property Owner to the Administrative
Agent or a trustee on behalf of the Administrative Agent, as applicable, on
behalf of the Lenders, or (y) an amendment, restatement and consolidation of a
first priority mortgage/deed of trust (as applicable) and security agreement
acquired by the Administrative Agent, for the ratable benefit of the Lenders,
with proceeds of a Revolving Loan Advance.

       

      (d)           In
the event that in connection with the granting of any Mortgage on a Borrowing
Base Property, the Administrative Agent, for the ratable benefit of the Lenders,
purchases by assignment an existing mortgage loan or loans on such Borrowing
Base Property, the Borrower represents, warrants, covenants and agrees as
follows:

       

      (i)           The
request for the Administrative Agent to purchase by assignment such loan or loan
shall constitute a representation and warranty by the Borrower that (A) all
signatures by the Borrower, any Borrower Subsidiary and, to the best of the
Borrower's knowledge, all other Persons on the assigned promissory note,
mortgage, and all other documents, instruments, and agreements executed in
connection  therewith are genuine, (B) to the Borrower's knowledge,
such documents, together with any other documents or
instruments  supplied by the Borrower to the Administrative Agent,
sets forth the entire agreement with respect to the loan arrangement evidenced
thereby, and (C) to the Borrower's knowledge, the applicable Borrowing Base
Property Owner is absolutely and unconditionally indebted under said documents
and does not have any offsets, defenses, or counterclaims thereunder, or
otherwise against the lender thereunder, or any predecessor in interest to such
lender;

       

      
        
           


        

        
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      (ii)           The
Borrower waives, on its own behalf and on behalf of the Loan Parties, any
offsets, defenses or counterclaims that exist or may have existed with respect
to such assigned loan arrangement and assigned documents; and

       

      (iii)           The
Borrower shall cause to be delivered to the Administrative Agent such documents,
instruments and agreements as the Administrative Agent shall reasonably require
in order to evidence and effectuate such assignment and the terms and conditions
hereof.

       

      3.1.2       Guaranties.  The
unconditional, continuing guaranty (individually and collectively, and together
with any continuing guaranty executed by a Significant Subsidiary pursuant to
Section 7.31,
the "Guaranty")
from each Guarantor, pursuant to which each Guarantor shall guarantee the
prompt, punctual, and faithful payment of the Credit Facility and the
performance of all Borrower's other Obligations to the Administrative Agent and
each of the Lenders under the Loan Documents in the form reasonably required by
the Administrative Agent, which shall include each Borrowing Base Property Owner
(other than the Borrower) and each direct owner of the equity in a Borrowing
Base Property Owner (other than the Borrower).

       

      3.1.3       Environmental
Compliance and Indemnification Agreement.  A compliance and
indemnification agreement with respect to environmental matters (individually
and collectively the "Environmental Indemnity
Agreement") from the Borrower and each Guarantor in favor of the
Administrative Agent and each of the Lenders in the form reasonably required by
the Administrative Agent.

       

      3.1.4       Additional
Documents.  Any other documents, instruments and agreements
from time to time reasonably required by the Administrative Agent in order to
provide a first priority lien on the Collateral.

       

      3.2         Loan
Documents and Security Documents.
The Credit Facility shall be made, evidenced, administered, secured and
governed by all of the terms, conditions and provisions of the following loan
documents, each as the same may be hereafter modified or amended, consisting of:
(i) this Agreement; (ii) the Notes; (iii) the Swing Line Note; (iv) the various
documents and agreements referenced in Section 3.1 above,
and (v) any other documents, instruments, or agreements heretofore or hereafter
executed that evidence, secure or relate to the Credit Facility (collectively,
the "Loan
Documents").

       

      The Loan
Documents referenced in items 3.1.1 through and
including 3.1.4, together with
any such other Loan Documents as may be executed in accordance with Section 3.5 below, as
to any Collateral Property, are sometimes referred to herein, singly and
collectively as the "Security
Documents."

       

      3.3         Removal
of Individual Property as a Borrowing Base Property - Borrower.  From
time to time during the term of this Agreement following (i) Borrower's written
request ("Collateral
Release Request") indicating that (x) the Borrower intends to sell or
refinance the subject Borrowing Base Property or otherwise remove the Borrowing
Base Property from the Collateral for reasons not set forth herein, (y) the
removal of one or more Borrowing Base Properties is necessary to cure or remedy
a Default hereunder or (z) the removal of one or more Borrowing Base Properties
is necessary to comply with Section 5.2.1 to
permit a Credit Extension under Section 5.2 and (ii)
satisfaction of the Release Conditions, the Administrative Agent shall, in each
case to the extent applicable, within three (3) Business Days release such
Borrowing Base Property from the Lien held by the Administrative Agent, for the
ratable benefit of the Lenders, release the subject Borrowing Base Property
Owner from the Guaranty, terminate the assignments made by such Borrowing Base
Property Owner pursuant to the documents set forth in Section 3.1, and
thereafter, to the extent such Borrowing Base Property Owner does not own any
other Borrowing Base Property, such Borrowing Base Property Owner shall no
longer be a Loan Party for the purposes of this Agreement; provided, however, any such
release by the Administrative Agent shall not be deemed to terminate or release
such Borrowing Base Property Owner from any obligation or liability under any
Loan Document which specifically by its terms survives the said release or the
payment in full of the Obligations.  The "Release Conditions"
are the following:

       

      
        
           


        

        
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      3.3.1       Borrowing
Base Compliance.  After giving effect to the release of the
Borrowing Base Property, the Total Outstandings will be less than or equal to
the Maximum Loan Amount.

       

      3.3.2       Financial
Covenant Compliance.  Upon release of the Lien on the subject
Borrowing Base Property, the Financial Covenants shall remain satisfied (or be
satisfied if the release cures a Default which resulted from the Financial
Covenants not being satisfied).

       

      3.3.3       No Default
Upon Release.  No Default shall
exist under this Agreement or the other Loan Documents at the time of any such
release, except for any Default which is cured or remedied by the removal of
such Individual Property from being a Borrowing Base Property.

       

      3.3.4       No Default
Prior to Release.  No Event of Default shall exist under this
Agreement or the other Loan Documents at the time of the Collateral Release
Request or at the time of any such release, except for any Event of Default
which is cured or remedied by the removal of such Individual Property from being
a Borrowing Base Property.

       

      3.3.5       Payment of
Fees.  The Borrower shall pay or reimburse the Administrative
Agent for all appraisal fees, title insurance and recording costs, reasonable
legal fees and expenses and other reasonable costs and expenses incurred by
Administrative Agent in connection with the release.

       

      Any
failure of any removal and release requested by the Borrower to meet all of the
Release Conditions shall be deemed a rejection of the proposed Collateral
Release Request and, subject to the other terms and conditions hereof as to
whether any Individual Property is a Borrowing Base Property, such Borrowing
Base Property shall remain a Borrowing Base Property hereunder and shall be
included within the Collateral.  Administrative Agent shall notify
Borrower within five (5) Business Days if such Release Conditions are not
satisfied.

       

      3.4         Removal
of Individual Property as a Borrowing Base Property - Administrative
Agent.


       

      3.4.1       Removal
Criteria.  An Individual
Property shall no longer be deemed to be a Borrowing Base Property upon the
determination by the Administrative Agent of the occurrence of any of the
following:

       

      (a)           A
Borrowing Base Property is a Non-Stabilized Asset for a period of six (6)
consecutive months;

       

      (b)           A
Major Event of Loss occurs as to a Borrowing Base Property; or

       

      (c)           A
Borrowing Base Property as to which an Event of Loss occurs is not, or ceases to
be, a Restoration Property, or upon completion of the Repair Work, will not meet
all of the Borrowing Base Property Requirements.

       

      3.4.2       Release by
Administrative Agent.  If requested by the Borrower and the
Release Conditions are satisfied with respect to any Individual Property
determined by the Administrative Agent to no longer be deemed a Borrowing Base
Property in accordance with this Section 3.4, the
Administrative Agent shall, in each case to the extent applicable, release such
Individual Property from the Lien held by the Administrative Agent and release
the subject Borrowing Base Property Owner from the Guaranty, and thereafter, to
the extent such Borrowing Base Property Owner does not own any other Borrowing
Base Property, such Borrowing Base Property Owner shall no longer be a Loan
Party for the purposes of this Agreement; provided, however, any such
release by the Administrative Agent shall not be deemed to terminate or release
such Borrowing Base Property Owner from any obligation or liability under any
Loan Document which specifically by its terms survives the said release or the
payment in full of the Obligations.  However, if the said Release
Conditions are not satisfied with respect to such Individual Property, although
such Individual Property shall no longer be a Borrowing Base Property, the
Individual Property shall not be released from the Lien held by the
Administrative Agent (shall continue to be a Collateral Property) and there
shall be no release of the Collateral relating to such Individual Property or
the subject Borrowing Base Property Owner until such time as the Release
Conditions are satisfied with respect thereto.

       

      
        
           


        

        
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      3.5         Additional
Borrowing Base Property.  From time to time during the term of
this Agreement following the Borrower's written request ("Additional Collateral
Request"), the Required Lenders shall authorize the Administrative Agent
to accept one or more Individual Properties as Borrowing Base Properties upon
the satisfaction of the following conditions, in a manner reasonably acceptable
to the Administrative Agent and the Required Lenders:

       

      (a)           If
sought by the Borrower, the Borrower shall have obtained Preliminary Approval
for the addition of such Individual Property.

       

      (b)           The
Borrower (or applicable Loan Party) shall have satisfied all of the Borrowing
Base Property Requirements as to such Individual Property.

       

      (c)           The
Borrower and the applicable Loan Parties shall have executed and delivered the
documents set forth in Section
3.1.

       

      (d)           The
Borrower shall pay or reimburse the Administrative Agent for all appraisal fees,
title insurance and recording costs, reasonable legal fees and expenses and
other reasonable costs and expenses incurred by Administrative Agent in
connection with the additional Borrowing Base Property.

       

      (e)           The
Borrower, the subject Borrowing Base Property Owner, and the subject Individual
Property shall have satisfied all applicable conditions precedent set forth in
Article 5 prior
to the inclusion of the Individual Property as a Borrowing Base
Property.

       

      The
Administrative Agent shall give the Borrower prompt written notice of the
decision of the Lenders with respect to the admission or rejection of any
Individual Property as a Borrowing Base Property.  To the extent that
an Individual Property does not meet the requirements set forth above, the
Borrower may nevertheless request that such Individual Property be included as a
Borrowing Base Property and the Required Lenders may, in their sole and absolute
discretion, agree to the acceptance of such Individual Property as an additional
Borrowing Base Property.

       

      4.           CONTINUING AUTHORITY OF
AUTHORIZED OFFICERS.

       

      The
Administrative Agent and each of the Lenders are authorized to rely upon the
continuing authority of the Authorized Officers with respect to all matters
pertaining to the Credit Facility and the Loan Documents including, but not
limited to, the selection of interest rates, the submission of requests for
Revolving Loan Advances, Swing Line Advances and Letters of Credit and
certificates with regard thereto.  Such authorization may be changed
only upon written notice to Administrative Agent accompanied by evidence,
reasonably satisfactory to Administrative Agent, of the authority of such
Authorized Officer giving such notice and such notice shall be effective not
sooner than five (5) Business Days following receipt thereof by Administrative
Agent. The Authorized Officers as of the Closing Date are as set forth Schedule 4 attached
hereto.

       

      5.           CONDITIONS
PRECEDENT.

       

      5.1         Closing
Credit Facility and Funding Initial Revolving Loan Advance.  It
shall be a condition precedent of Lenders' obligation to close the Credit
Facility and to fund the initial proceeds of the Credit Facility that each of
the following conditions precedent be satisfied in full, unless specifically
waived in writing by all of the Lenders at or prior to the date of this
Agreement (the "Closing
Date"):

       

      
        
           


        

        
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      5.1.1       Satisfactory
Loan Documents. On
the Closing Date, each of the Loan Documents shall be satisfactory in form,
content and manner of execution and delivery to the Administrative Agent and the
Administrative Agent's counsel, and all Loan Documents shall be in full force
and effect.

       

      5.1.2       Financial Information; No
Material Change.

       

      (a)           No
change shall have occurred in the financial condition, business, affairs,
operations or control of Borrower and/or the Loan Parties, since the date of
their respective financial statements most recently delivered to Administrative
Agent or any of the Lenders, which change has had or could reasonably be
expected to have a Material Adverse Effect; and Borrower and the other Loan
Parties shall have furnished Administrative Agent such other financial
information, and certifications as reasonably requested by the Administrative
Agent.

       

      (b)           The
Borrower shall have provided to the Administrative Agent such certificates and
other evidence as the Administrative Agent may reasonably require to evidence
that the Borrower and each of the Borrowing Base Property Owners (both before
and after giving effect to the Credit Facility) is solvent, has assets having a
fair value in excess of the amount required to pay such Person's probable
liabilities and existing Debts as such become absolute and mature, and has
adequate capital for the conduct of such Person's business and the ability to
pay such Person's Debts from time to time incurred in connection therewith as
such Debts mature, including the Closing Compliance Certificate (the "Closing Compliance
Certificate") set forth as Exhibit E attached
hereto or in such other form reasonably acceptable to the Administrative
Agent.

       

      5.1.3       Representations
and Warranties Accurate.  All representations and warranties
made by or on behalf of any of the Borrower and the other Loan Parties, or any
of them, to the Administrative Agent or any of the Lenders shall be true,
accurate and complete in all material respects and shall not omit any material
fact necessary to make the same not materially misleading.

       

      5.1.4       Validity
and Sufficiency of Security Documents.  The Security Documents
shall create a valid and perfected lien in and to the Collateral, and each of
the Security Documents and related UCC filings will be filed to the satisfaction
of the Administrative Agent and the Administrative Agent's counsel, including,
without limitation, as follows:

       

      (a)           The
Borrower, the other Loan Parties, and any other Persons executing Loan Documents
on the Closing Date shall have delivered to the Administrative Agent with
respect to the Security Documents or, in the case of UCC-1 financing statements,
delivery of such financing statements in proper form for recording, and shall
have taken all such other actions as may be necessary or, in the reasonable
opinion of the Administrative Agent, desirable to perfect the Liens and security
interests intended to be created by the Security Documents in the Collateral
covered thereby; provided, however, that
notwithstanding the foregoing, the recordation of the Security Documents and UCC
filings, including, without limitation, the Mortgage and the fixture filings,
shall not be a condition precedent hereunder if the Administrative Agent has
received gap title insurance acceptable to the Administrative Agent;
and

       

      (b)           On
or prior to the Closing Date, the Administrative Agent shall have received the
results of a UCC, tax lien and judgment search as may be reasonably requested by
the Administrative Agent with respect to the Borrower and any other Loan
Parties, and the results of such search shall indicate there are no judgments
which the Administrative Agent shall reasonably determine in good faith could
reasonably be expected to have a Material Adverse Effect or Liens not permitted
under the Loan Documents or to be satisfied with the proceeds of the initial
Revolving Loan Advance or otherwise permitted by the Administrative
Agent.

       

      
        
          
             


          

          
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      5.1.5       Litigation.  On
the Closing Date, there shall not be any actions, suits or proceedings at law or
in equity or by or before any governmental instrumentality or other agency or
regulatory authority by any entity (private or governmental) pending or, to the
best of the Borrower's knowledge, threatened with respect to the Loan, the
transactions contemplated in the Loan Documents, or the Borrower, any other Loan
Party, or any other Borrower Subsidiary, which are not fully covered (subject to
deductibles) by an insurance policy issued by a reputable and financially viable
insurance company, or, to the extent not so covered, which the Administrative
Agent shall reasonably determine in good faith could reasonably be expected to
have a Material Adverse Effect.

       

      5.1.6       Formation
Documents and Entity Agreements.  On the Closing Date, the
Administrative Agent shall have received a certificate of an Authorized Officer
of each Loan Party (or the manager or general partner of such Loan Party, as
applicable) certifying as to (a) resolutions of such Loan Party authorizing and
approving the transactions contemplated by the Loan Documents, and the execution
and delivery thereof by such Loan Party in respect of the documents to which it
is a party on its own behalf, or as a general partner or manager of such Loan
Party, in respect of any of the Loan Documents, (b) signatures and incumbency of
all Authorized Officers of such Loan Party (or the manager or general partner of
such Loan Party, as applicable) executing documentation on behalf of such entity
or on behalf of such Loan Party, in connection with the transactions
contemplated by the Loan Documents, (c) the Formation Documents of such Loan
Party having been duly executed, delivered and filed (to the extent required by
applicable Laws) and remaining in full force and effect and unmodified except as
stated therein as of the date of such certificate (and annexing copies thereof)
and (d) the good standing certificates of such Loan Party for (i) its state of
formation and (ii) such other good standing certificates where the conduct of
such Loan Party's business and ownership of its assets requires such
qualification unless the failure to be so qualified could not reasonably be
expected to have a Material Adverse Effect on such Loan Party.

       

      5.1.7       Compliance
With Law.  The Administrative Agent shall have received and
approved evidence that there are no Laws which prohibit or adversely limit the
capacity or authority of the Borrower or any Loan Party to enter into the Loan
Documents and perform the obligations of such Person with respect
thereto.

       

      5.1.8       Compliance
With Financial Covenants.  The Administrative Agent shall have
received evidence reflecting the Borrower's compliance with the Financial
Covenants and the terms and conditions hereof after giving effect to this
Agreement and the other Loan Documents.

       

      5.1.9       Borrowing
Base Property Due Diligence.  The Administrative Agent shall
have received and completed a review of such due diligence as the Administrative
Agent may reasonably require with respect to any Borrowing Base Property,
consistent with customary commercial lending practices for properties of a
similar nature.

       

      5.1.10     Condition
of Property.  There shall have been no material unrepaired or
unrestored damage or destruction by fire or otherwise to any of the real or
tangible personal property comprising or intended to comprise the Borrowing Base
Properties.

       

      5.1.11     Insurance.  The
Borrower shall have provided to the Administrative Agent with respect to each
Borrowing Base Property, the Borrower, each other Loan Party and the Collateral
evidence of: (i) insurance coverage which meets the property, hazard, and other
insurance requirements set forth on Schedule 5.1.11 of
this Agreement to the satisfaction of Administrative Agent; and (ii) payment of
the premiums for such insurance in accordance with the requirements set forth in
Section
7.5.2.

       

      5.1.12     Third Party
Consents and Agreements.  The Administrative Agent shall have
received such third party consents and agreements, if any, as the Administrative
Agent may reasonably require with respect to the entering into the Loan
Documents and the performance of the obligations thereunder.

       

      5.1.13     Legal and
other Opinions.  The Administrative Agent shall have received
and approved legal opinion letters from counsel representing the Borrower and
the other Loan Parties which meet Administrative Agent's legal opinion
requirements and covering such matters incident to the transactions contemplated
herein as the Administrative Agent may request.

      
      

      
        
           


        

        
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        5.1.14     No
Default.  There shall not be any Default under any of the Loan
Documents.

         

      

      5.2         Conditions
to all Credit Extensions.  The
obligation of each Lender to honor any Credit Extension (other than a Revolving
Loan Notice requesting only a conversion of Revolving Loans to the other Type,
or a continuation of LIBO Rate Advances) is subject to the following conditions
precedent:

       

      5.2.1       Representations
and Warranties.  The representations
and warranties of the Borrower and each other Loan Party contained in Article 6 or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct in
all material respects on and as of the date of such Credit Extension, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct in all material
respects as of such earlier date, and except that for purposes of this Section 5.2, the
representations and warranties contained in Section 6.8 shall be
deemed to refer to the most recent statements furnished pursuant to Section 7.2.1 and
Section 7.2.2;
provided, however, that to the
extent any representation or warranty made by the Borrower in this Agreement or
any other Loan Document shall be incorrect or misleading in any material respect
with respect to one or more Borrowing Base Properties such that this condition
of Section
5.2.1 cannot be satisfied, the Borrower may remove a Borrowing Base
Property pursuant to the terms of Section 3.3 (with a
resulting decrease in the Borrowing Base Value) so that the conditions of this
Section 5.2.1
may be satisfied.

       

      5.2.2       No
Default. No Default
or Event of Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof.

       

      5.2.3       Financial
Covenant Compliance.  The Borrower shall be in compliance, on a
pro forma basis after giving effect to such Credit Extension, with the Financial
Covenants, as satisfied by the Closing Compliance Certificate, or once
delivered, the most recent Compliance Certificate delivered by the
Borrower.

       

      5.2.4       Revolving
Loan Notice.  The Administrative Agent and, if applicable, the
Swing Line Lender and the L/C Issuer shall have received a Revolving Loan Notice
in accordance with the requirements hereof.

       

      Each
request for a Credit Extension (other than a Revolving Loan Notice requesting
only a conversion of Revolving Loans to the other Type or a continuation of LIBO
Rate Advances) submitted by the Borrower shall be deemed to be a certification
that the conditions specified in Sections 5.2.1, 5.2.2 and 5.2.3 have been
satisfied on and as of the date of the applicable Credit Extension.

       

      6.           REPRESENTATIONS AND
WARRANTIES.

       

      To induce
the Lenders to enter into this Agreement and to make each Revolving Loan Advance
and Swing Line Advance, to issue each Letter of Credit and to otherwise complete
all of the transactions contemplated hereby, the Borrower represents and
warrants to the Administrative Agent and each Lender that:

       

      6.1         Formation.  Each
Loan Party has been duly formed and is validly existing and in good standing as
a corporation, partnership or limited liability company, as the case may be,
under the laws of the State of its formation.  Each Loan Party has the
requisite corporate, partnership or company power and authority, as applicable,
to own its assets and conduct its businesses as currently conducted and owned,
and to enter into and perform its obligations under each Loan Document to which
it is a party.  Each Loan Party is in good standing and authorized to
do business in each jurisdiction where the ownership of its assets and/or the
conduct of its business requires such qualification except where the failure to
be so qualified could not reasonably be expected to have a Material Adverse
Effect.

       

      6.2         Proceedings;
Enforceability.  Each Loan Party has taken all requisite
corporate, partnership or limited liability company action, as applicable, to
authorize the execution, delivery and performance by such Loan Party of the Loan
Documents to which it is a party.  Each Loan Document which is
required to be executed and delivered on or prior to the date on which this
representation and warranty is being made has been duly authorized, executed and
delivered and constitutes the legal, valid and binding obligation of each Loan
Party thereto, enforceable against each such Loan Party in accordance with its
respective terms except to the extent that the enforceability thereof may be
limited by applicable Debtor Relief Laws and to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

       

      
        
           


        

        
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      6.3         Conflicts.  Neither
the execution, delivery and performance of the Loan Documents by the Loan
Parties nor compliance by any Loan Party with the terms and provisions thereof
(including, without limitation, the granting of Liens pursuant to the Security
Documents), (a) will contravene any provision of any applicable Law or any
order, writ, injunction or decree of any court or Governmental Authority having
jurisdiction over the Borrower, the Collateral or any Loan Party, (b) will
conflict with or result in any breach of any of the terms, covenants, conditions
of, or constitute a default under, or result in the creation or imposition (or
the obligation to create or impose) of any Lien (except pursuant to the Security
Documents) upon any of the property or assets of any Loan Party pursuant to the
terms of any indenture, mortgage, deed of trust, credit agreement or loan
agreement or any other agreement, contract or instrument to which any Loan Party
is a party or by which it or any of its properties or assets is bound or to
which it may be subject, or (c) will violate any provision of any Formation
Document of any Loan Party.

       

      6.4         Ownership
and Taxpayer Identification Numbers.  Set forth on Schedule 6.4 (as such
may be updated from time to time) is the exact correct and legal name, tax
identification number(s) and state of incorporation or organization of the
Borrower and each other Loan Party.  Each Borrowing Base Property
Owner is either a Wholly-Owned Subsidiary of the Borrower or the
Borrower.

       

      6.5         Litigation.  There
are no actions, suits or proceedings at law or in equity or by or before any
Governmental Authority or other agency or regulatory authority by any entity
(private or governmental) pending or, to the best of each Loan Party's
knowledge, threatened with respect to the Credit Facility, the transactions
contemplated in the Loan Documents, any Loan Party, the Collateral or any
Borrower Subsidiary, which are not fully covered (subject to deductibles) by an
insurance policy issued by a reputable and financially viable insurance company,
or, to the extent not so covered, could (a) materially adversely affect a
Borrowing Base Property or (b) have or reasonably be expected to have a Material
Adverse Effect.

       

      6.6         Information.  All
factual information furnished by or on behalf of the Borrower or any Loan Party
to the Administrative Agent and/or any of the Lenders (including, without
limitation, all information contained in the Loan Documents) for purposes of or
in connection with this Agreement, the other Loan Documents or any transaction
contemplated herein or therein is, and all other such factual information
hereafter furnished by or on behalf of the Borrower or any Loan Party to the
Administrative Agent and/or any of the Lenders will be, true and accurate in all
material respects, to each Loan Party's knowledge, on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information not misleading in any material respect
at such time in light of the circumstances under which such information was
provided. There is no material fact presently known to the Borrower which has
not been disclosed to the Administrative Agent, which could reasonably be
expected to have a Material Adverse Effect.

       

      6.7         Taxes.  All
Loan Parties have made or caused to be made all required tax filings and are not
delinquent in the payment of any federal, state and local taxes, assessments,
impositions or other governmental charges applicable to them and/or their
respective assets, except to the extent same are being contested in a manner
which complies with the requirements of Section 8.2.3 or to
the extent failure to do so could reasonably be expected to have a Material
Adverse Effect.

       

      6.8         Financial
Information.  The Consolidated financial statements of Parent
and the Consolidating financial statements of Mid-America and each Borrower
Subsidiary delivered to the Administrative Agent  (and which
statements the Administrative Agent has delivered to the Lenders) present fairly
the (a) financial condition of the Borrower and the Borrower Subsidiaries, as
applicable, as of the dates of such statements and (b) results of operations for
the periods covered thereby.  Since the dates of the relevant
financial statements, no change has occurred which could reasonably be expected
to have a Material Adverse Effect.  All financial statements of the
Borrower, the Borrower Subsidiaries, or any other Loan Party hereafter furnished
to the Administrative Agent or any of the Lenders shall be true, accurate and
complete in all material respects and shall fairly present the financial
condition of the Borrower, the Borrower Subsidiaries and/or respective Loan
Party, as applicable, as of the date thereof.

       

      
        
           


        

        
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      6.9         Control
Provisions.  The Borrower controls, directly or indirectly, and
without the requirement for consent of any other Person, the management of each
Borrowing Base Property Owner, subject to the rights of those minority or other
equity interest holders as the Administrative Agent may approve.

       

      6.10       Formation
Documents.  The Borrower has delivered or caused to be
delivered to the Administrative Agent true and complete copies of all Formation
Documents of the Loan Parties, and all amendments thereto.

       

      6.11       Bankruptcy
Filings.  No Loan Party is contemplating either a filing of a
petition under any Debtor Relief Laws or the liquidation of all or a major
portion of its assets or property, and the Borrower has no knowledge of any
Person contemplating the filing of any such petition against any Loan
Party.

       

      6.12       Investment
Company.  No Loan Party is an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

       

      6.13       Solvency.  After
giving effect to the transactions contemplated hereby, (a) each of the Loan
Parties is solvent and is able to pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course
of business, and (b) the fair saleable value of each Loan Party's assets,
measured on a going concern basis, exceeds all probable liabilities, including
those to be incurred pursuant to this Agreement.  After giving effect
to the transactions contemplated hereby, none of the Loan Parties (i) has
unreasonably small capital in relation to the business in which it is or
proposes to be engaged or (ii) has incurred, or believes that it will incur
debts beyond its ability to pay such debts as they become due (taking into
account the timing and amounts to be payable on or in respect to the obligations
of the Loan Parties); provided, however, that nothing
contained in subclause (i) shall require any equity holder to make any capital
contribution to comply with this subclause (i).  In executing the Loan
Documents and consummating the transactions contemplated hereby, none of the
Loan Parties intends to hinder, delay or defraud either present or future
creditors or other Persons to which one or more of the Loan Parties is or will
become indebted.

       

      6.14       Borrowing
Base Properties.

       

      6.14.1     Licenses
and Permits.  The Borrowing Base Property Owners possess such
Licenses and Permits issued by the appropriate federal, state, or local
regulatory agencies or bodies necessary to own and operate each Borrowing Base
Property, except where the failure to possess any such License or Permit could
not reasonably be expected to have a Material Adverse Effect.  The
Borrowing Base Property Owners are in material compliance with the terms and
conditions of all such Licenses and Permits, except where the failure so to
comply could not, singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  All of the Licenses and Permits are valid
and in full force and effect, except where the invalidity of such Licenses and
Permits or the failure of such Licenses and Permits to be in full force and
effect could not reasonably be expected to have a Material Adverse
Effect.  Neither the Borrower nor any of the Borrowing Base Property
Owners has received any written notice of proceedings relating to the revocation
or modification of any such Licenses and Permits which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, could
reasonably be expected to result in a Material Adverse Effect.

       

      6.14.2     Ownership.  (a)  The
Borrowing Base Property Owners have fee simple title to the Borrowing Base
Properties, as set forth in Schedule 6.14.2 attached
hereto (as such may be updated from time to time), which such schedule (as it
may be updated from time to time) also sets forth the current appraised value of
each such Borrowing Base Property; (b) the interest of the Borrowing Base
Property Owners in the Borrowing Base Properties are not subject to any Liens
except for those in favor of the Administrative Agent for the ratable benefit of
the Lenders securing the repayment of Obligations and other Permitted Liens; (c)
neither the Borrower, nor any of the Borrowing Base Property Owners has received
written notice of the assertion of any material valid claim by anyone adverse to
any Loan Party's ownership in any Borrowing Base Property; and (d) no Person has
an option or right of first refusal to purchase all or part of any Borrowing
Base Property or any interest therein which has not been waived (except as
disclosed in writing and approved by the Required Lenders).

       

      
        
           


        

        
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      6.14.3     Environmental
Matters.  Except to the extent (i) the failure of the following
to be true could not reasonably be expected to have a Material Adverse Effect or
(ii) disclosed in writing to the Lenders prior to the Individual Property
becoming a Borrowing Base Property pursuant to an environmental report, (a) to
each Borrowing Base Property Owner's or Loan Party's knowledge, each Borrowing
Base Property is free of any Hazardous Materials in violation of any
Environmental Laws applicable to such property; (b) none of the Borrowing Base
Property Owners nor any Loan Party has received any written notice of a claim
under or pursuant to any Hazardous Material Laws applicable to a Borrowing Base
Property or under common law pertaining to Hazardous Materials on or originating
from any Borrowing Base Property; and (c) none of the Borrowing Base Property
Owners or any Loan Party has received any written notice from any Governmental
Authority claiming any material violation of any Hazardous Material Laws that is
uncured or unremediated.

       

      6.15       Margin
Regulations; Use of Proceeds.  The
Loan Parties are not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the Board of Governors of the
Federal Reserve System of the United States), or extending credit for the
purpose of purchasing or carrying margin stock.  The proceeds of the
Credit Facility shall be used solely and exclusively as provided in Section
8.13.  No portion of the proceeds of the Credit Facility shall
be used directly or indirectly, and whether immediately, incidentally or
ultimately (a) to purchase or carry any margin stock or to extend credit to
others for the purpose thereof or to repay or refund indebtedness previously
incurred for such purpose, or (b) for any purpose which would violate or in
inconsistent with the provisions of regulations of the Board of Governors of the
Federal Reserve System including, without limitation, Regulations T, U and X
thereof.

       

      6.16       Insurance.  The
Collateral Properties are insured by insurers of recognized financial
responsibility against such losses and risks in compliance with the requirements
of Schedule
5.1.11 attached hereto.

       

      6.17       Deferred
Compensation and ERISA.  Neither the Borrower nor any other
Loan Party or any ERISA Affiliate, has any employee pension benefit plan (as
defined in Section 3(2) of ERISA) subject to Title IV of ERISA nor maintains any
employee welfare benefit plan (as defined in Section 3(l) of ERISA) that
primarily provide for health and welfare benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA).

       

      6.18       Property
Matters.

       

      6.18.1     Borrowing
Base Properties.  Set forth on Schedule 6.4 attached
hereto is a list of each Borrowing Base Property with detail indicating the
owner of each Borrowing Base Property and the location of each Borrowing Base
Property.

       

      6.18.2     Flood
Hazard.  Except to the extent covered by flood insurance
required by Schedule
5.1.11 attached hereto, if any, no Borrowing Base Property is located in
an area designated by the Federal Emergency Management Agency as having special
flood or mudslide hazards.

       

      6.19       No
Default.  There is no
Default on the part of the Borrower or any of the other Loan Parties under this
Agreement or any of the other Loan Documents, and no event has occurred and is
continuing which could constitute a Default under any Loan
Document.

       

      6.20       Governmental
Authorizations; Other Consents.  Except
for filings of financial statements and relevant Security Documents in the
appropriate state and filing offices, to each Loan Party's knowledge, no
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person that has not been
obtained or delivered is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document.

       

      
        
           


        

        
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      6.21       Qualification
as a REIT.  Parent qualified
as a REIT under the provisions of the Code, as applicable, for its fiscal year
ended 1994, and has remained qualified from such date through the date
hereof.  All appropriate federal income tax returns for the fiscal
years through 2008 (and extensions for the 2009 fiscal year) have been filed by
Parent with the IRS and no previously filed return has been examined and
reported on by the IRS.  Parent has not incurred any liability for
excise taxes pursuant to Section 4981 of the Code.  Parent is
organized in conformity with the requirements for qualification as a REIT
pursuant to Sections 856 through 860 of the Code, and Parent's proposed method
of operation consistent with Parent's business and the business activities
contemplated by this Agreement will enable it to meet the requirements for
qualification and taxation as a REIT under the Code.

       

      6.22       Compliance
with Laws.  Each Loan Party
is in compliance in all material respects with the requirements of all Laws
applicable to it or to its properties, except in such instances in which (a)
such requirement of Law is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

       

      6.23       Significant
Subsidiary.  There
are no Significant Subsidiaries as of the date hereof.

       

      7.           AFFIRMATIVE
COVENANTS.

       

      So long
as any Lender shall have any Commitment hereunder, any Revolving Loan Advance,
Swing Line Advance or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower
shall, and shall cause, with respect to Sections 7.3 through
7.14, inclusive
and Section
7.18, each Loan Party to:

       

      7.1         Notices.  Within
five (5) business days after obtaining actual knowledge thereof, notify the
Administrative Agent in writing (and the Administrative Agent shall thereafter
promptly notify the Lenders) of the following: (a) occurrence of any act, event
or condition which constitutes a Default or Event of Default under any of the
Loan Documents; and (b) any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect.  Any notification
delivered pursuant to clause (a) of this Section 7.1 shall
include a written statement of any remedial or curative actions, if applicable,
which the Borrower proposes to undertake and/or to cause any of other Loan
Parties to cure or remedy such Default or Event of Default.

       

      7.2         Financial
Statements; Reports; Officer's Certificates.  Furnish or cause
to be furnished to the Administrative Agent  (and the Administrative
Agent shall thereafter promptly furnish copies of same to the Lenders) from time
to time, the following financial statements, reports, certificates, and other
information, all in form and manner of presentation reasonably acceptable to the
Administrative Agent:

       

      7.2.1        Annual
Statements.  As soon as available and in any event no later
than the earlier of (a) to the extent applicable, five days following the date
Parent is required by the SEC to deliver its Form 10-K for each Fiscal Year and
(b) one hundred twenty (120) days after the close of each Fiscal Year, (i) the
Consolidated statements of financial condition of Parent, as at the end of such
Fiscal Year and the related Consolidated statement of income and retained
earnings and statement of cash flows for such Fiscal Year, in each case,
commencing with the Fiscal Year ending December 31, 2009, setting forth
comparative figures for the preceding Fiscal Year and certified by an
independent registered public accounting firm of recognized national standing
reasonably acceptable to the Administrative Agent, in an unqualified opinion
which report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any "going concern" or like
qualification or exception or any qualification or exception as to the scope of
such audit and (ii) consolidating income statements for Mid-America and each
Borrower Subsidiary; such financial statements to include and to be supplemented
by such detail and supporting data and schedules as the Administrative Agent may
from time to time reasonably determine.

       

      
        
          
             


          

          
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      7.2.2        Periodic
Statements.  As soon as available and in any event no later
than the earlier of (a) to the extent applicable, five days following the date
Parent is required by the SEC to deliver its Form 10-Q for each fiscal quarter,
and (b) sixty (60) days after the close of each fiscal quarter (except for the
quarter ending on December 31 for which period such reports are not required),
(i) the Consolidated statement of financial condition of Parent, as at the end
of such quarterly period, (ii) the related Consolidated statement of income and
retained earnings (for the current quarter and on a year to date basis), and
(iii) the Consolidated statement of cash flows (on a year to date basis), in
each case commencing with the fiscal quarter ending March 31, 2010, setting
forth comparative figures for the related periods in the prior Fiscal Year,
internally prepared in accordance with GAAP, consistently applied, subject to
normal year-end audit adjustments, all in form and manner of presentation
reasonably acceptable to the Administrative Agent, such financial statements to
include and to be supplemented by such detail and supporting data and schedules
as the Administrative Agent may from time to time reasonably determine, together
with consolidating income statements for Mid-America and each Borrower
Subsidiary.

       

      7.2.3        Borrowing
Base Property Reports.  Quarterly and annually, upon delivery
of each of the financial statements required pursuant to Sections 7.2.1 and
7.2.2, above,
the following financial statements for each of the Borrowing Base Property
Owners internally prepared by the Borrower and certified by the Borrower to be
true, accurate and complete in all material respects: (a) to the extent not
included in the deliveries under Section 7.2.1 or
7.2.2, an
operating statement showing all Net Operating Income, including, without
limitation, the results of operation for the current quarter and on a
year-to-date basis for the period just ended and, annually, an operating
statement for the year just ended; and (b) in the form customarily used by the
Borrower, a detailed, current rent roll of the subject Borrowing Base Property,
containing such details as the Administrative Agent may reasonably
request.

       

      7.2.4        SEC
Reports.  Within five (5) days after being received, copies of
all correspondence from the SEC, other than routine non-substantive general
communications from the SEC.

       

      7.2.5        Compliance
Certificates.  Quarterly and annually, upon delivery of each of
the financial statements required pursuant to Sections 7.2.1 or
7.2.2 above,
(a) a Compliance Certificate in form of Exhibit B attached
hereto, together with an Officer's Certificate from the Borrower providing and
otherwise certifying (i) the compliance or non-compliance by the Borrower with
the Financial Covenants, including such supporting detail as is reasonably
deemed necessary by the Administrative Agent to verify the calculations
incorporated therein, (ii) a report containing, to the extent not included in
the deliveries under Sections 7.2.1, 7.2.2, or 7.2.3 for all
Individual Properties, a summary listing of all Net Operating Income, revenues,
rent roll, mortgage Debt, if any, and, in addition, for each Individual Property
acquired during the quarter just ended, the cost basis and the amount and terms
of any assumed Debt, (iii) a certification that the financial statements fairly
present in all material respects the Consolidated financial condition of Parent
and that no Default or Event of Default has occurred and is continuing, or if it
is, a statement as to the nature thereof; (iv) a listing of all filings by the
Borrower with the SEC, including, without limitation, full copies of Parent's
10-Q and 10-K filings; and (v) any material change in accounting policies
required by GAAP or financial reporting practices by any Loan Party or their
Subsidiaries.

       

      7.2.6        Data
Requested.  Within a reasonable period of time and from time to
time, such other financial data or information as the Administrative Agent may
reasonably request with respect to the Collateral Properties, the Borrower,
and/or the other Loan Parties including, but not limited to, rent rolls, aged
receivables, aged payables, leases, budgets, forecasts, reserves, cash flow
projections, deposit accounts, mortgage information and physical condition of
the Collateral Properties.

       

      7.2.7        Tax
Returns.  Upon the Administrative Agent's request, copies of
all federal and state tax returns of the Borrower and the other Loan
Parties.

       

      7.2.8        Entity
Notices.  Concurrently with the issuance thereof, copies of all
material written notices (excluding routine correspondence) given to the
partners, owners, stockholders, and/or members, respectively, of the
Borrower.

       

      7.2.9        Other
Defaults.  Within five (5) Business Days of receipt thereof,
copies of all written notices in any way relating to (a) the occurrence of any
monetary or material non-monetary default or monetary or material non-monetary
event of default under any Debt which is recourse to the Borrower, or any other
default or event of default under any Debt which is recourse to the Borrower,
the occurrence of which could reasonably be expected to have a Material Adverse
Effect, or (b) the occurrence of any monetary or material non-monetary default
or monetary or material non-monetary event of default under any Debt in excess
of $10,000,000 which is secured by an Individual Property, or any other default
or event of default under any Debt in excess of $10,000,000 which is secured by
an Individual Property, the occurrence of which could reasonably be expected to
have a Material Adverse Effect.

       

      
        
           


        

        
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      7.2.10      Notice of
Litigation.  Within ten (10) Business Days after an Authorized
Officer obtains knowledge thereof, written notice of any pending or, to the best
of such Person's knowledge, threatened action, suit or proceeding at law or in
equity or by or before any governmental instrumentality or other agency or
regulatory authority by any entity (private or governmental) relating in any way
to the Credit Facility, the transactions contemplated in the Loan Documents
(including, without limitation, with regard to all Distributions), or the
transactions contemplated in any documentation executed in connection therewith,
or the Borrower, any other Loan Party, any other Borrower Subsidiary or any
Borrowing Base Property, which is not fully covered (subject to deductibles) by
an insurance policy issued by a reputable and financially viable insurance
company, or, to the extent not so covered, which could reasonably be expected to
have a Material Adverse Effect or a material adverse effect on a Borrowing Base
Property.

       

      The
Borrower hereby acknowledges that the Administrative Agent may make available to
the Lenders, the Swing Line Lender and the L/C Issuer materials and/or
information provided by or on behalf of the Borrower hereunder by posting the
same on IntraLinks or another similar electronic system.

       

      7.3         Existence.  (a)
Preserve, renew and keep in full force and effect (i) the partnership, limited
liability company or corporate existence, as applicable, of each Loan Party and
(ii) the material rights, licenses, permits and franchises of each Loan Party,
(b) comply in all material respects with all Laws and other Laws applicable to
it and its assets, business and operations, the non-compliance with which could
reasonably be expected to have a Material Adverse Effect, (c) to the extent
applicable, at all times maintain, preserve and protect all material franchises
and trade names and all the remainder of its property used or useful in the
conduct of its business, and (d) keep and cause each Loan Party to keep, its
assets in good working order and repair, ordinary wear and tear and damage by
casualty or taking by condemnation excepted, and from time to time make, or
cause to be made, all reasonably necessary repairs, renewals, replacements,
betterments and improvements thereto.

       

      7.4         Payment
of Taxes.  Duly pay and discharge, before the same shall become
overdue, all taxes, assessments, impositions, and other governmental charges
payable by it or with respect to the Collateral Properties, to the extent that
same are not paid by the tenants under the respective Leases; provided, however, the failure
of any Loan Party to pay such taxes, assessments, impositions, or other
governmental charges shall not constitute a Default or Event of Default as long
as same are being contested in a manner which complies with the requirements of
Section
8.2.3.

       

      7.5         Insurance;
Casualty, Taking.

       

      7.5.1        General
Insurance Requirements.  Maintain or cause the appropriate
Person to maintain in full force and effect the following
insurance:  (a) the Collateral Properties shall be insured by insurers
of recognized financial responsibility against such losses and risks in
compliance with the requirements set forth in Schedule 5.1.11
attached hereto, and (b) all other assets of the Borrower and the Borrower
Subsidiaries shall be insured with such insurance as is reasonable and usual for
Persons conducting business operations similar to those of the Borrower and in
compliance with the terms of any secured financing with respect
thereto.

       

      7.5.2        Payment of
Premiums.  All insurance premiums shall be paid, at the
Borrower's option either annually in advance or in installments when due, and
the Administrative Agent shall be provided with evidence of such payment of
insurance premiums (or evidence of the relevant installment payment) prior to
each renewal or replacement of such coverages.

       

      
        
          
             


          

          
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      7.5.3        Notice of
Damage.  In the event of any damage or destruction to any
Collateral Property by reason of fire or other hazard or casualty in an amount
in excess of $100,000, the Borrower shall give immediate written notice thereof
to the Administrative Agent.  If there is any condemnation for public
use of any Collateral Property the Borrower shall give immediate written notice
thereof to the Administrative Agent (and the Administrative Agent shall
thereafter promptly notify the Lenders).  With respect to any such
condemnation, the Borrower shall make the Mandatory Principal Payment, if any is
required, set forth herein.  Further, the Borrower shall upon the
request of the Administrative Agent provide to the Administrative Agent a report
as to the status of any insurance adjustment, condemnation claim, or restoration
resulting from any casualty or taking.

       

      7.6         Inspection.  Permit
the Administrative Agent and the Lenders and its/their agents, representatives
and employees to inspect the Collateral Properties, and any and all other assets
of the Borrower or any of the Loan Parties, at reasonable hours upon reasonable
notice, subject to the rights of tenants therein.  The Borrower shall
be responsible for the reasonable costs incurred by the Administrative Agent of
one such inspection of each Borrowing Base Property (and all such inspections of
each Borrowing Base Property if an Event of Default is in
existence).

       

      7.7         Loan
Documents.  Observe, perform and satisfy all the terms,
provisions, covenants and conditions to be performed by it under, and to pay
when due all costs, fees and expenses, and other Obligations to the extent
required under, the Loan Documents.

       

      7.8         Further
Assurances.  Execute and deliver to the Administrative Agent
such documents, instruments, certificates, assignments and other writings, and
do such other acts, necessary or desirable in the reasonable judgment of the
Administrative Agent, to evidence, preserve and/or protect the Collateral at any
time securing or intended to secure the Obligations or for the better and more
effective carrying out of the intents and purposes of this Agreement and the
other Loan Documents.

       

      7.9         Books
and Records.  Maintain and keep in accordance with GAAP (or
such other accounting basis reasonably acceptable to the Administrative Agent),
proper and accurate books, records and accounts reflecting all of the financial
affairs of the Borrower and such other Loan Parties and the Borrower
Subsidiaries and all items of income and expense in connection with their
respective business and operations and in connection with any services,
equipment or furnishings provided in connection with the operation of the
business of the Borrower, the other Loan Parties, and the Borrower Subsidiaries,
whether such income or expense is realized thereby or by any other
Person.  The Administrative Agent shall have the right, not more than
once each year (unless an Event of Default shall have occurred and be continuing
in which case as often as the Administrative Agent shall reasonably determine),
during normal business hours and upon reasonable notice, to examine such books,
records and accounts at the office of the Person maintaining such books,
records, correspondence, and accounts and to make such copies or extracts
thereof as the Administrative Agent shall desire at the Administrative Agent's
cost and expense.  The Borrower shall give the Administrative Agent
fifteen (15) Business Days notice of any change in the location of its financial
records from the address specified at the beginning of this
Agreement.  The Administrative Agent may discuss the financial and
other affairs of the Borrower, the other Loan Parties, and Borrower Subsidiaries
with any of the Borrower's partners, owners, and any accountants hired by the
Borrower, it being agreed that the Administrative Agent and each of the Lenders
shall use commercially reasonable efforts to keep such information confidential
and not to divulge information obtained from such examination to others except
as may be required by Laws and in connection with administering the Credit
Facility, enforcing its rights and remedies under the Loan Documents and in the
conduct, operation and regulation of its banking and lending business (which may
include, without limitation, the transfer of the Loan or of participation
interests therein).  Any assignee or transferee of the Credit
Facility, co-lender, or any holder of a participation interest in the Credit
Facility shall deal with such information in the same manner and in connection
with any subsequent transfer of its interest in the Credit Facility or of
further participation interests therein.

       

      7.10       Business
and Operations.  (a) Continue to engage in the type of
businesses, acquisition, sale, financing, development and operation of
multifamily properties and usual and customary uses incidental to such
multifamily activities presently conducted by them as of the Closing Date,
respectively, and (b) be qualified to do business and in good standing under the
Laws of each jurisdiction, and otherwise comply with all Laws, as and to the
extent the same are required for the ownership, maintenance, management and
operation of the assets of such Person except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse
Effect.

       

      7.11       Title.  (a)
Warrant and defend (i) the title to each item of Collateral owned by such Person
and every part thereof, subject only to Permitted Liens, (ii) the validity and
priority of the Liens and security interests held by the Administrative Agent
pursuant to the Loan Documents, in each case against the claims of all Persons
whomsoever, and (iii) the title to and in the Collateral Properties, and (b) the
Borrower and the other Loan Parties shall be responsible, jointly and severally,
to reimburse the Administrative Agent and the Lenders for any losses, costs,
damages or expenses (including reasonable attorneys' fees and court costs)
incurred by the Administrative Agent and/or any of the Lenders if an interest in
any item of Collateral, other than as permitted hereunder, is claimed by another
Person.

       

      
        
           


        

        
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      7.12       Estoppel.  Within
ten (10) Business Days after a request therefor from the Administrative Agent,
which request shall not be made by the Administrative Agent more than once
during each Fiscal Year, furnish to the Administrative Agent a statement, duly
acknowledged and certified, setting forth (a) the amount then owing by the
Borrower in respect of the Obligations, (b) the date through which interest on
the Credit Facility has been paid, (c) any offsets, counterclaims, credits or
defenses to the payment by any Loan Party to the Obligations of which the
Borrower has knowledge and (d) whether any written notice of Default from the
Administrative Agent to the Borrower or any of the other Loan Parties is then
outstanding and acknowledging that this Agreement and the other Loan Documents
are in full force and effect and unmodified, or if modified, giving the
particulars of such modification.

       

      7.13       ERISA.  As
soon as possible and, in any event, within ten (10) days after any Loan Party,
Borrower Subsidiary, or any ERISA Affiliate knows of the occurrence of any of
the following which could reasonably be expected to have a Material Adverse
Effect, deliver to the Administrative Agent a certificate of an executive
officer of the Borrower setting forth details as to such occurrence and the
action, if any, that the applicable Borrower or other Loan Party or Borrower
Subsidiary or such ERISA Affiliate is required or proposes to take, together
with any notices required or proposed to be given to or filed with or by such
Borrower, Loan Party, the ERISA Affiliate, the PBGC, a Plan participant or the
Plan administrator with respect thereto:  (a) that a Reportable Event
has occurred; (b) that any Plan has been deemed to be in "at risk status" (as
defined in Section 430(i)(4) of the Code without regard to 430(i)(4)(B) relating
to the transition rule); (c) that the minimum required contribution (as defined
in Section 430(a) of the Code) to a Plan has not been timely made; (d) that a
Plan has been or may be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; (e) that proceedings may be or have been
instituted to terminate or appoint a trustee to administer a Plan; (f) that a
proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan; (g) that the Borrower, Loan Party, Borrower
Subsidiary, or ERISA Affiliate will or may incur any liability (including any
indirect, contingent, or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29),
4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or
(h) or that the Borrower, the Loan Party or Borrower Subsidiary may incur any
material liability pursuant to any employee welfare benefit plan (as defined in
Section 3(l) of ERISA) that provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of
ERISA).  Upon the request of the Administrative Agent, the Borrower
shall (and shall cause the other Loan Parties, ERISA Affiliates and Borrower
Subsidiaries to) deliver to the Administrative Agent a complete copy of the
annual report (Form 5500) of each Plan required to be filed with the Department
of Labor.  In addition to any certificates or notices delivered to the
Administrative Agent pursuant to the first sentence hereof, copies of any
material notices received by the Borrower, a Loan Party, a Borrower Subsidiary,
or any ERISA Affiliate with respect to any Plan shall be delivered to the
Administrative Agent no later than ten (10) days after the date such report has
been filed with the Internal Revenue Service, the Department of Labor, or the
PBGC or such notice has been received by the Borrower, Loan Party or Borrower
Subsidiary or ERISA Affiliate, as applicable.

       

      7.14       Compliance
with Laws.  Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law is being contested in
good faith by appropriate proceedings diligently conducted or (b) the failure to
comply therewith could not reasonably be expected to have a Material Adverse
Effect.

       

      7.15       Costs
and Expenses.  Pay all costs and expenses as required by Section
15.7.1.

       

      
        
          
             


          

          
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      7.16       Appraisals. 

       

      7.16.1      Appraisal.  The Administrative
Agent shall have the right at its option to the extent that (a) the existing
applicable appraisal is more than twelve (12) months old or (b) in the
Administrative Agent's reasonable discretion, the value of any Borrowing Base
Property has been materially impacted, to order an Appraisal of one or more of
the Borrowing Base Properties prepared at the Administrative Agent's direction
by an appraiser selected by the Administrative Agent, after notice to the
Borrower.  An appraiser selected by the Administrative Agent shall be
an MAI member with an appropriate level of professional experience appraising
commercial properties in the respective area(s) of the Borrowing Base Properties
and otherwise qualified pursuant to provisions of applicable Laws under and
pursuant to which the Administrative Agent operates.  At any time, the
Borrower shall have the right at its option and at its own expense to order an
Appraisal of one or more Borrowing Base Properties.

       

      7.16.2      Costs of
Appraisal.  The Borrower shall pay for the costs of each
Appraisal and each updated Appraisal requested by the Administrative Agent only
(a) after the occurrence of an Event of Default, or (b) in connection with an
annual Appraisal to be ordered by the Administrative Agent for each Borrowing
Base Property, or (c) in connection with any request by the Borrower to extend
the Initial Maturity Date to the Extended Maturity Date, or (d) if, in the
Administrative Agent's reasonable discretion, the value of any Borrowing Base
Property has been materially impacted.

       

      7.17       Indemnification.  At
all times, both before and after repayment of the Loan, at its sole cost and
expense defend, indemnify, exonerate and save harmless the Administrative Agent
and each of the Lenders and all those claiming by, through or under the
Administrative Agent and each of the Lenders as required by Section
15.7.2.

       

      7.18       Payment
of Obligations.  Pay and discharge as the same shall become due
and payable, all lawful claims which, if unpaid, would by Law become a Lien upon
its property (other than Permitted Liens).

       

      7.19       Leverage
Ratio.  Maintain a Leverage Ratio as determined as of each
Calculation Date of less than sixty percent (60%).  The Leverage Ratio
covenant shall be tested by the Administrative Agent as of each Calculation
Date, such calculation and results to be verified by the Administrative
Agent.

       

      7.20       Fixed
Charge Ratio.  Maintain a Fixed Charge Ratio as determined as
of each Calculation Date of not less than 1.50 to 1.0.  The Fixed
Charge Ratio covenant shall be tested by the Administrative Agent as of each
Calculation Date with results based upon the results for the most recent two (2)
Calculation Periods, annualized, such calculation and results to be verified by
the Administrative Agent.

       

      7.21       Debt
Service Coverage Ratio.  Maintain a Debt Service Coverage Ratio
as determined as of each Calculation Date of not less than 2.0 to
1.0.  The Debt Service Coverage Ratio covenant shall be tested by the
Administrative Agent as of each Calculation Date with results based upon the
results for the most recent two (2) Calculation Periods, annualized, such
calculation and results to be verified by the Administrative Agent.

       

      7.22       Adjusted
Net Operating Income Ratio. Maintain an Adjusted Net Operating Income
Ratio for all Borrowing Base Properties, as determined as of each Calculation
Date of not less than 1.5 to 1.0.  The Adjusted Net Operating Income
Ratio covenant shall be tested by the Administrative Agent as of each
Calculation Date with results based upon the results for the most recent
Calculation Period, annualized, such calculation and results to be verified by
the Administrative Agent.

       

      7.23       Total
Development and Joint Venture Investment Ratio. Not permit the Total
Development and Joint Venture Investment Ratio to exceed seven and one half
percent (7.50%).  The Total Development and Joint Venture Investment
Ratio covenant shall be tested by the Administrative Agent as of each
Calculation Date, such calculation and results to be verified by the
Administrative Agent.

       

      7.24       Dividend
Payout Ratio. Not permit the Dividend Payout Ratio to exceed ninety
percent (90%). The Dividend Payout Ratio covenant shall be tested by the
Administrative Agent as of each Calculation Date, such calculation and results
to be verified by the Administrative Agent.

       

      
        
          
             


          

          
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      7.25       Net
Worth.  Maintain a Net Worth as determined as of each
Calculation Date equal to or greater than the aggregate of (a) $850,000,000 plus
(b) fifty percent (50%) of the cumulative net cash proceeds received from and
the value of assets acquired (net of (i) underwriters' discounts, commissions
and other reasonable out-of-pocket expenses of issuance actually paid to any
Person (other than a Loan Party or an Affiliate of any Loan Party) and (ii) Debt
incurred or assumed in connection therewith) through the issuance of Capital
Stock by Parent after the date hereof.  The Net Worth covenant shall
be tested by the Administrative Agent as of each Calculation Date, such
calculation and results to be verified by the Administrative Agent.

       

      7.26       Borrowing
Base Property Covenants.

       

      7.26.1      Apartment
Community.  Maintain each Borrowing Base Property at all times
as an apartment community (for which all Certificates of Occupancy have been
issued) located in the United States owned by a Borrowing Base Property
Owner.

       

      7.26.2      Business
Strategy.  Maintain ownership of each Borrowing Base Property
at all times consistent with the Borrower's business strategy, and each
Borrowing Base Property shall at all times be of an asset quality consistent
with the quality of Borrowing Base Properties owned by the Borrowing Base
Property Owners as of the date hereof.

       

      7.27       Replacement
Documentation.  Upon receipt of an affidavit of an officer of
the Administrative Agent as to the loss, theft, destruction or mutilation of any
Note or any other loan document which is not of public record, and, in the case
of any such loss, theft, destruction or mutilation, upon surrender and
cancellation of such Note or other security document, the Borrower will issue,
in lieu thereof, a replacement Note or other loan document in the same principal
amount thereof and otherwise of like tenor.

       

      7.28       Maintenance
of REIT Status.  Parent shall engage in such business
activities, and shall refrain from engaging in such activities, so as to
continue to meet the requirements for qualification and taxation as a REIT under
the Code.

       

      7.29       The
Lenders' Consultants.

       

      7.29.1      Right to
Employ.  The Borrower agrees
that the Administrative Agent shall have the right to employ on its behalf and
on behalf of the Lenders, its own personnel, or one or more engineers,
architects, environmental advisors, scientists, accountants, and attorneys to
act as an advisor to the Administrative Agent and the Lenders in connection with
the Credit Facility (each of which shall be selected by the Administrative Agent
with reasonable care and shall be a "Lenders'
Consultant").

       

      7.29.2      Functions.  The
functions of a Lenders' Consultant shall include, without limitation: (i)
inspection and physical review of any Collateral Property; (ii) review and
analysis of environmental matters; (iii) review and analysis of financial and
legal matters; and (iv) providing usual inspection and review services in the
event of the use of Net Proceeds for any Repair Work.

       

      7.29.3      Payment.  The
reasonable costs and fees of the Lenders' Consultants (exclusive of salary and
other similar benefits) shall be paid by the Loan Parties upon billing therefor
and, if not so paid within thirty (30) days, may be paid directly by the Lenders
through a Revolving Loan Advance.

       

      7.29.4      Access.  The
Loan Parties shall provide the Lenders' Consultants with reasonable access to
all Collateral Properties.

       

      7.29.5      No
Liability.  Neither the Administrative Agent nor any Lender
shall have liability to the Borrower, any Loan Party, or third party on account
of: (i) services performed by the Lenders' Consultant; or (ii) any failure or
neglect by the Lenders' Consultant to properly perform services. The Borrower
shall have no rights under or relating to any agreement, report, or similar
document prepared by the Lenders' Consultant for the Administrative Agent or the
Lenders. No Lenders' Consultant shall have liability to the Borrower, any Loan
Party, or third party on account of: (i) services performed by such Lenders'
Consultant; or (ii) any failure or neglect by such Lenders' Consultant to
properly perform services, except for its gross negligence or willful
misconduct.

       

      
        
          
             


          

          
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      7.30       Bank
Accounts.  Maintain with Regions or First Tennessee Bank, N.A.
(as long as it is a Lender hereunder) throughout the term of this Agreement, the
Borrower's primary depository relationship.

       

      7.31       Significant
Subsidiaries to be a Guarantor.  Within thirty (30)
days of any Person becoming a Significant Subsidiary after the date hereof, the
Borrower shall deliver to the Administrative Agent each of the following items,
each in form and substance satisfactory to the Administrative Agent: (i) a
Guaranty executed by such Significant Subsidiary and (ii) such other documents
(including, without limitation, organizational documents and certificates,
opinion letters and lien searches) as the Administrative Agent may reasonably
request. The Administrative Agent shall send to each Lender copies of each of
the foregoing items once the Administrative Agent has received all such items
with respect to a Significant Subsidiary.

       

      8.           NEGATIVE
COVENANTS.

       

      So long
as any Lender shall have any Commitment hereunder, any Revolving Loan Advance,
Swing Line Advance or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower
shall not, nor shall it permit any other Loan Party to directly or
indirectly:

       

      8.1         No
Changes to the Borrower and other Loan Parties. Without the prior written
consent of the Administrative Agent, not to be unreasonably withheld or delayed
after not less than thirty (30) days' prior written notice (with reasonable
particularity of the facts and circumstances attendant thereto): (a) change its
jurisdiction of organization, (b) change its organizational structure or type,
(c) change its legal name, or (d) change the organizational number (if any)
assigned by its jurisdiction of formation or its federal employment
identification number (if any).

       

      8.2         Restrictions
on Liens.  Create, incur, assume or suffer to exist any Lien
upon or with respect to any Collateral (real or personal, tangible or
intangible, including, without limitation, the Borrowing Base Properties),
whether now owned or hereafter acquired, or sell any such Collateral subject to
an understanding or agreement, contingent or otherwise, to repurchase such
Collateral (including sales of accounts receivable with recourse) or assign any
right to receive income or permit the filing of any financing statement under
the UCC or any other similar notice of Lien under any similar recording or
notice statute, or grant rights with respect to, or otherwise encumber or create
a security interest in, such Collateral or any portion thereof or any other
revenues therefrom or the proceeds payable upon the sale, transfer or other
disposition of such property or asset or any portion thereof, or permit or
suffer any such action to be taken, except the following (singly and
collectively, "Permitted
Liens"):

       

      8.2.1        Administrative
Agent's Liens.  Liens created by the Loan
Documents;

       

      8.2.2        Permitted
Debt.  Liens to secure any Debt that is not Prohibited Debt;
provided, however, that (x) the
Borrower will be in compliance with the Financial Covenants considering the
consequences of the granting of any such Lien and (y) no such Lien shall be
secured by any Borrowing Base Property or the ownership interest in any
Borrowing Base Property Owner;

       

      8.2.3        Tax
Liens.  Liens for taxes, assessments or other governmental
charges not yet delinquent or which are being diligently contested in good faith
and by appropriate proceedings, if (a) to the extent such contest concerns a
Borrowing Base Property, reasonable reserves in an amount not less than the tax,
assessment or governmental charge being so contested shall have been established
in a manner reasonably satisfactory to the Administrative Agent or deposited in
cash (or cash equivalents) with the Administrative Agent to be held during the
pendency of such contest, or such contested amount shall have been duly bonded
in accordance with applicable Law, (b) no imminent  risk of sale,
forfeiture or loss of any interest in any Borrowing Base Property or the
Collateral or any part thereof arises during the pendency of such contest and
(c) such contest could not reasonably be expected to have a Material Adverse
Effect;

       

      
        
          
             


          

          
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      8.2.4        Judgment
Liens.  Liens in respect of property or assets imposed by Law,
which do not secure Debt, such as judgment Liens (provided such judgment Liens
do not cause the occurrence of an Event of Default under Section 10.1),
carriers', warehousemen's, materialmen's and mechanics' liens and other similar
Liens arising in the ordinary course of business, (a) which, except for such
judgment Liens, do not in the aggregate materially detract from the value of any
property or assets or  have, and could not reasonably be expected to
have, a Material Adverse Effect, (b) which, except for such judgment Liens, are
being contested in good faith by appropriate proceedings, which proceedings have
the effect of preventing the forfeiture or sale of the property or assets
subject to any such Lien, (c) which as to any Borrowing Base Property do not
have a lien priority prior to the Lien in favor of the Administrative Agent, for
the benefit of the Lenders, with respect to the Obligations, including, without
limitation, any future Revolving Loan Advances, and (d) which do not exceed
$100,000;

       

      8.2.5        Personal
Property Liens.  Liens relating to personal property financing
leases entered into in the ordinary course of business with respect to
equipment, fixtures, furniture, furnishings and similar assets; and

       

      8.2.6        L/C Issuer
Liens.  Liens, if any, in favor of the L/C Issuer to cash
collateralize or otherwise secure the obligations of a Defaulting Lender or an
Impacted Lender to fund risk participations hereunder.

       

      8.2.7        Easements,
Etc.  Liens in connection
with easements, zoning restrictions, rights-of-way and other similar
encumbrances affecting real property which, in the aggregate, do not impose
material financial obligations on the Borrower or any Loan Party, and which do
not, in the aggregate, materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of
such property or the Loan Party that owns such property.

       

      8.2.8        Other
Encumbrances.  Encumbrances listed
as exceptions to the Lenders' title insurance policies for the Borrowing Base
Properties and any such title and survey exceptions as the Administrative Agent
and/or Required Lenders have approved or may approve in writing in their sole
discretion.

       

      8.3         Consolidations,
Mergers, Sales of Assets, Issuance and Sale of Equity.  (a)
Dissolve, terminate, liquidate, consolidate with or merge with or into any other
Person, (b) issue, sell, lease, transfer or assign to any Persons or otherwise
dispose of (whether in one transaction or a series of transactions) any material
portion of its assets (whether now owned or hereafter acquired), including,
without limitation, any securities, membership or partnership interests, or
other interests of any kind in any other Loan Party or Borrower Subsidiary,
directly or indirectly (whether by the issuance of rights of, options or
warrants for, or securities convertible into, any such security, membership or
partnership interests or other interests of any kind), (c) permit another Person
to merge with or into it, (d) acquire all or substantially all the capital
stock, membership or partnership interests or assets of any other Person, or (e)
take any action which could have the effect, directly or indirectly, of diluting
the economic interest of any Loan Party in any other Loan Party or Borrower
Subsidiary; except the following:

       

      8.3.1        Transfers.  Transfers
pursuant to the Security Documents and other agreements in favor of the
Administrative Agent for the ratable benefit of the Lenders;

       

      8.3.2        Non-Loan
Parties.  Any such dissolution, liquidation, or termination
which does not involve a Loan Party;

       

      8.3.3        Loan
Parties.  With the prior written consent of the Administrative
Agent and the Required Lenders, such consent not to be unreasonably withheld or
delayed, any consolidation, merger, or issuance so long as the Borrower is the
surviving entity; provided, however, that (a) the
Borrower will be in compliance with the Financial Covenants considering the
consequences of such event, (b) no such event shall cause a Change of Control,
and (c) each Borrowing Base Property Owner will continue to be the Borrower or a
Wholly-Owned Subsidiary of the Borrower as of the date hereof;

       

      
        
          
             


          

          
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      8.3.4        Borrowing
Base Properties.  Sales of any Borrowing Base Property,
provided the Release Conditions are satisfied with respect thereto;

       

      8.3.5        Leases.
Leases of all or any portion of any Borrowing Base Property in the ordinary
course of the apartment leasing business;

       

      8.3.6        Property
Transfers.  Sales, transfers or assignments of other assets of
the Borrower, any Loan Party or any Borrower Subsidiary which do or do not
constitute Collateral; provided, however, that (a) the
Borrower will be in compliance with the Financial Covenants considering the
consequences of any such sale; and (b) the aggregate amount of any such sales,
transfers, or assignments of such other assets shall not exceed thirty percent
(30%) of the Total Market Value of Assets, as verified by the Administrative
Agent, unless prior written approval is obtained from the Required Lenders (not
to be unreasonably withheld, conditioned or delayed);

       

      8.3.7        Ordinary
Course.  Sales or dispositions in the ordinary course of
business of worn, obsolete or damaged items of personal property or fixtures
which are suitably replaced;

       

      8.3.8        With
Consent.  Transactions, whether outright or as security, for
which the Administrative Agent's, the Required Lenders' or the Lenders', as
applicable, prior written consent has been obtained to the extent such approval
is required under this Agreement;

       

      8.3.9        Equity
Issuances.  The issuance or sale of equity interests in the
Borrower;

       

      8.3.10      Merger of
Loan Parties.  Mergers of and between Loan Parties; provided, however, (a) the
Borrower shall at all times remain surviving entities, (b) the Administrative
Agent receives ten (10) Business Days prior written notice of the proposed
merger, and (c) the Borrower agrees to take all such action and execute all such
documents as the Administrative Agent may reasonably require in order to
maintain the Administrative Agent's priority and perfection in the Collateral;
or

       

      8.3.11      Permitted
Transfers.  The issuance or
transfer of shares of common stock, limited partnership interests or other
beneficial or ownership interests or other forms of securities in Borrower or a
Related Party, including all varieties of convertible debt, equity and other
similar securities; provided, however, that no change in the ownership of the
Controlling interest in Borrower or a Related Party occurs as a result of such
issuance or transfer, either upon such transfer or upon the subsequent
conversion to equity of such convertible debt or other securities.

       

      8.4         Restrictions
on Debt.  Permit any Wholly-Owned Subsidiary that is the owner
of a Borrowing Base Property to incur, create, or permit to exist any
indebtedness to any Person other than the Lenders with the exception of purchase
money security interests and contractual obligation, incurred in the ordinary
course of the apartment leasing business ("Prohibited
Debt").

       

      8.5         Other
Business.  Enter into any line of business or make any material
change in the nature of its business, purposes or operations, or undertake or
participate in activities other than the continuance of its present business
except as otherwise specifically permitted by this Agreement or the other Loan
Documents.

       

      8.6         Change
of Control.  Permit or otherwise suffer to occur any Change of
Control.

       

      8.7         Forgiveness
of Debt.  Voluntarily cancel or otherwise forgive or release
any Debt owed to it by any Person, except for adequate consideration and except
for settlement of lease obligations of tenants in the Borrower's reasonable
business judgment.

       

      8.8         Affiliate
Transactions.  Enter into, or be a party to, any transaction
with any Person which is an Affiliate of any Loan Party, except transactions (a)
involving the offering or sale of a Person's equity interests on an arm's length
basis, or (b) entered into in the ordinary course of business and on terms which
are no less favorable to such Loan Party or Borrower Subsidiary than would be
obtained in a comparable arm's length transaction with an unrelated third
party.

       

      
        
          
             


          

          
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      8.9         ERISA.  Establish
or be obligated to contribute to any Plan other than 401(k) and ESOP
plans.

       

      8.10       Bankruptcy
Filings.  With respect to any of the Loan Parties, file a
petition under any Debtor Relief Laws for the liquidation of all or a major
portion of its assets or property.

       

      8.11       Investment
Company.  Become an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

       

      8.12       Swap
Contracts.  Not enter into any Swap Contract, unless (i) such
Swap Contract was entered into by such Person in the ordinary course of business
for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by
such Person, or changes in the value of securities issued by such Person, and
not for purposes of speculation and (ii) such Swap Contract does not contain any
provision exonerating the non-defaulting party from its obligation to make
payments on outstanding transactions to the defaulting party other than normal
setoff or netting rights.  Notwithstanding the foregoing, Borrower has
the continuing right to purchase Swap Contracts as required by any credit
facilities of the Borrower existing as of the date hereof, as such credit
facilities may be amended from time to time.

       

      8.13       Use
of Proceeds.  Permit the proceeds of the Credit Facility, or
any other accommodation at any time made hereunder, to be used for any purpose
which entails a violation of, or is inconsistent with, Regulation T, U or X of
the Board, or for any purpose other than to (a) repay certain existing
indebtedness of the Borrower, (b) provide working capital to the Borrower and
the Borrower Subsidiaries, (c) provide funds for acquisitions, development,
capital expenditures, and refinancings of real estate properties by the Borrower
and the Borrower Subsidiaries, (d) pay certain closing and transactional costs
as approved by the Administrative Agent and (e) for other lawful REIT
purposes.

       

      8.14       Distributions.  Authorize,
declare, or pay any Distributions on behalf of the Borrower, except for
Permitted Distributions.

       

      8.15       Restrictions
on Investments.  Make or permit to exist or to remain
outstanding any Investment except which are in:

       

      (a)           marketable
direct or guaranteed general obligations of the United States of America which
mature within one year from the date of purchase;

       

      (b)           bank
deposits, certificates of deposit and banker's acceptances, or other obligations
in or of the Lenders or banks located within and chartered by the United States
of America or a state and having assets of over $500,000,000;

       

      (c)           the
Borrower's Subsidiaries (both Subsidiaries as of the date hereof and any other
Person that becomes a Borrower Subsidiary), subject in all instances to the
terms of this Agreement; and

       

      (d)           Permitted
Investments.

       

      8.16       Negative
Pledges, etc.  Enter into any agreement subsequent to the
Closing Date (other than a Loan Document) which (a) prohibits the creation or
assumption of any Lien upon any of the Collateral, including, without
limitation, any hereafter acquired property that relates to the Borrowing Base
Properties, (b) specifically prohibits the amendment or other modification of
this Agreement or any other Loan Document, or (c) could reasonably be expected
to have a Material Adverse Effect.

       

      
        
          
             


          

          
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      8.17       Other
Covenants.  The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that no Collateral is in the possession of
any third party bailee (such as at a warehouse).  In the event that
the Borrower and/or any of the other Loan Parties, after the date hereof,
intends to store or otherwise deliver any Collateral or other personal property
in which the Administrative Agent has been granted a security interest to such a
bailee, then the Borrower shall receive the prior written consent of the
Administrative Agent not to be unreasonably withheld or delayed and such bailee
must acknowledge in writing that the bailee is holding such Collateral or such
other personal property for the benefit of the Administrative Agent and the
Lenders.

       

      8.18       Accounts
Receivable from Related Persons. Permit or allow the aggregate of
accounts receivable and other loans and indebtedness owed by Related Parties to
the Borrower to exceed the sum of One Million Dollars ($1,000,000.00) in the
aggregate as to the Borrower.

       

      8.19       Loans
to Officers and Employees. Allow Permitted Loans to exceed in the
aggregate the sum of Two Million and 00/100 Dollars ($2,000,000); or permit or
allow other loans to directors, officers, partners, shareholders and employees
of Borrower to exceed, in the aggregate, the sum of One Million and 00/100
Dollars ($1,000,000).

       

      9.           SPECIAL
PROVISIONS.

       

      9.1         Legal
Requirements.  The Borrower, any Borrower Subsidiary or any
Loan Party may contest in good faith any claim, demand, levy or assessment under
any Laws by any Person or entity if: (i) the contest is based upon a material
question of Law or fact raised by the Borrower in good faith; (ii) such Person
properly commences and thereafter diligently pursues the contest; (iii) the
contest will not materially impair the ability to ultimately comply with the
contested Law should the contest not be successful; (iv) if the contest concerns
a Borrowing Base Property or a Borrowing Base Property Owner, reasonable
reserves in an amount necessary to undertake and pay for such contest and any
corrective or remedial action then or thereafter reasonably likely to be
necessary shall have been established in a manner reasonably satisfactory to the
Administrative Agent or deposited in cash (or cash equivalents) with the
Administrative Agent to be held during the pendency of such contest, or such
contested amount shall have been duly bonded in accordance with applicable Law;
(vi) no Event of Default exists; (vii) if the contest relates to a Hazardous
Material Law, any conditions set forth in the Environmental Indemnity Agreement
relating to such contests shall be satisfied; (viii) no imminent risk of sale,
forfeiture or loss of any interest in any Borrowing Base Property or the
Collateral or any part thereof arises during the pendency of such contest; and
(ix) such contest could not reasonably be expected to have a Material Adverse
Effect.

       

      9.2         Limited
Recourse Provisions.

       

      9.2.1        Borrower
Fully Liable.
Borrower shall be fully liable for the Credit Facility and the
Obligations of the Borrower to the Administrative Agent and each of the
Lenders.

       

      9.2.2        Certain
Non-Recourse.  This Agreement and all Loan Documents have been
executed by the undersigned in its capacity as an officer of Parent, as general
partner of Mid-America on behalf of Mid-America or the Loan Parties, and not
individually, and none of the trustees, officers, directors, members, limited
partners, or shareholders of the Borrower or any Loan Party shall be bound or
have any personal liability hereunder or thereunder except under any Guaranty or
other Loan Document signed by such Person, other than a signature in a
representative capacity.  Under no circumstances shall any party be
entitled to seek recourse or commence any action against any of the trustees,
officers, directors, members, limited partners, or shareholders of the Borrower
or any such Person's personal assets for the performance or payment of any
obligation hereunder.  In all other Loan Documents, all parties shall
not seek recourse or commence any action against any of the trustees, officers,
directors, members, limited partners, or shareholders of Borrower or any of such
Person's personal assets for the performance or payment of any obligation
hereunder or thereunder, except under any Guaranty or other Loan Document signed
by such Person, other than a signature in a representative
capacity.

       

      9.2.3        Additional
Matters.  Nothing contained in the foregoing non-recourse
provisions or elsewhere shall: (a) limit the right of the Administrative Agent
or any of the Lenders to obtain injunctive relief or to pursue equitable
remedies under any of the Loan Documents, excluding only any injunctive relief
ordering payment of obligations by any Person or entity for which personal
liability does not otherwise exist; or (b) limit the liability of any attorney,
law firm, accountant or other professional who or which renders or provides any
written opinion or certificate to the Administrative Agent or any of the Lenders
in connection with the Credit Facility even though such Person or entity may be
a limited partner of the Borrower.

       

      
        
          
             


          

          
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      9.3         Payment
of Obligations.  Upon the return to the Administrative Agent,
or the expiration, of all of the Letters of Credit and the payment in full of
the Obligations, in immediately available funds, including, without limitation,
all unreimbursed costs and expenses of the Administrative Agent and of each
Lender for which the Borrower is responsible, and the termination of this
Agreement, the Administrative Agent shall release any security and other
collateral interests as provided for herein and under the other Loan Documents
and shall execute and deliver such documents and termination statements as the
Borrower or any other Loan Party reasonably requests to evidence such
termination and release.  However, such release by the Administrative
Agent shall not be deemed to terminate or release any Person from any obligation
or liability under the Loan Documents which specifically by its terms survives
the payment in full of the Obligations.

       

      10.         EVENTS OF
DEFAULT.

       

      The
following provisions deal with Defaults, Events of Default, notice, grace and
cure periods, and certain rights of the Administrative Agent and the Lenders
following an Event of Default.

       

      10.1       Default
and Events of Default.  The term "Default" as used
herein or in any of the other Loan Documents shall mean any fact or circumstance
which constitutes, or upon the lapse of time, or giving of notice, or both,
could constitute, an Event of Default. The occurrence of any of the following
events, continuing uncured beyond any applicable grace, notice or cure period,
respectively, shall constitute an event of default ("Event of
Default").  Upon the occurrence of any Event of Default
described in Section
10.1.8, any and all Obligations shall become due and payable without any
further act on the part of the Administrative Agent. Upon the occurrence of any
other Event of Default, the Administrative Agent may, and upon the request of
the Required Lenders shall, declare that any and all Obligations shall become
immediately due and payable.

       

      10.1.1      Failure to
Pay the Credit Facility.  The failure by the Borrower to pay
when due any principal of, interest on, or fees in respect of, the Credit
Facility, and the specific grace period, if any, allowed for the default in
question in Section
10.2 or elsewhere in this Agreement shall have expired without such
default having been cured.

       

      10.1.2      Failure to
Make Other Payments.  The failure by the Borrower to pay when
due (or upon demand, if payable on demand) any payment Obligation other than any
payment Obligation on account of the principal of, or interest on, or fees in
respect of, the Credit Facility, and the specific grace period, if any, allowed
for the default in question in Section 10.2 or
elsewhere in this Agreement shall have expired without such default having been
cured.

       

      10.1.3      Security
Documents and Other Loan Documents.  Any other default in the
performance of any term or provision of the Security Documents or of any of the
other Loan Documents, or a breach, or other failure to satisfy, any other term,
provision, condition or warranty under the Security Documents or any other Loan
Document, and the specific grace period, if any, allowed for the default in
question in Section
10.2 or elsewhere in this Agreement shall have expired without such
default having been cured.

       

      
        
          
             


          

          
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      10.1.4      Default
under Other Agreements.  (i) The Borrower or any other Loan
Party (A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) in respect of any Debt
or Guarantee (other than Debt hereunder) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
$2,000,000; provided, however, if the amount in default is less than $5,000,000
and no other default exists under any other agreement described in this
subsection, and the Borrower is diligently and in good faith contesting any
default under this paragraph to the reasonable satisfaction of the
Administrative Agent, it shall not be a Default hereunder, or (B) fails to
observe or perform in any material respect any other agreement or condition
relating to any such Debt or Guarantee described in Section 10.1.4(i)(A)
above or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Debt
described in Section
10.1.4(i)(A) above or the beneficiary or beneficiaries of such Guarantee
(or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice or passage of time, or both,
if required, such Debt to be demanded or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to
repurchase, prepay, defease or redeem such Debt to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event
of default under such Swap Contract as to which the Borrower or any Loan Party
is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the
Borrower or any other Loan Party is an Affected Party (as so defined) and, in
either event, the occurrence of such event could reasonably be expected to have
a Material Adverse Effect.

       

      10.1.5      Representations
and Warranties.  If any representation or warranty made by the
Borrower or by any of the other Loan Parties in the Loan Documents was untrue or
misleading in any material respect as of the date made or deemed made,
including, without limitation, all representations and warranties made in Article 6
herein.

       

      10.1.6      Affirmative
Covenants.  The breach of any covenant contained in Article 7 herein,
including, without limitation, the Financial Covenants.

       

      10.1.7      Negative
Covenants.  The breach of any covenant contained in Article 8
herein.

       

      10.1.8      Financial
Status and Insolvency.  Any Loan Party shall: (i) admit in
writing its inability to pay its debts generally as they become due; (ii) file a
petition in bankruptcy or a petition to take advantage of any insolvency act;
(iii) make an assignment for the benefit of creditors; (iv) consent to, or
acquiesce in, the appointment of a receiver, liquidator or trustee of itself or
of the whole or any substantial part of its properties or assets; (v) file a
petition or answer seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the Federal
Bankruptcy laws or any other applicable Law; (vi) have a court of competent
jurisdiction enter an order, judgment or decree appointing a receiver,
liquidator or trustee of a Loan Party, or of the whole or any substantial part
of the property or assets of a Loan Party, and such order, judgment or decree
shall remain unvacated or not set aside or unstayed for sixty (60) days; (vii)
have a petition filed against it seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under the
Federal Bankruptcy laws or any other applicable Law and such petition shall
remain undismissed for sixty (60) days; (viii) have, under the provisions of any
other Law for the relief or aid of debtors, any court of competent jurisdiction
assume custody or control of a Loan Party or of the whole or any substantial
part of its property or assets and such custody or control shall remain
unterminated or unstayed for sixty (60) days; or (ix) have an attachment or
execution levied against any material portion of the property of a Loan Party or
against any portion of the Collateral which is not discharged or dissolved by a
bond within sixty (60) days.

       

      10.1.9      Loan
Documents.  Any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or
thereunder, ceases to be in full force and effect; or any Loan Party contests in
any manner the validity or enforceability of any Loan Document; or any Loan
Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan
Document.

       

      10.1.10    Judgments.  One
or more judgments or decrees shall be entered against Borrower or any Loan Party
involving a liability (not paid or fully covered (subject to deductibles) by a
reputable and solvent insurance company) and such judgments and decrees either
shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of sixty (60) consecutive days, and the
aggregate amount of all such judgments exceeds $1,000,000;

       

      
        
          
             


          

          
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      10.1.11    ERISA.  (a)
If (i) any Plan shall be deemed to be in "at risk status" (as defined in Section
430(i)(4) of the Code without regard to Section 430(i)(4)(B) relating to the
transition rule), (ii) any Plan shall have had or is likely to have a trustee
appointed to administer such Plan, (iii) any Plan is, shall have been or is
likely to be terminated or to be the subject of a distress termination
proceeding under ERISA, (iv) a minimum required contribution (as defined in
Section 430(a) of the Code) for a Plan has not been timely made, (v) a Loan
Party or any ERISA Affiliate has incurred or is likely to incur a liability to
or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or
4980 of the Code, or (vi) a Loan Party has incurred or is likely to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(l) of ERISA) that primarily provide health and welfare benefits to
retired employees or other former employees (other than as required by Section
601 of ERISA) and any of the foregoing could have a Material Adverse Effect; (b)
if there shall result from any event or events described in clauses (i), (ii),
(iii) (iv) or (v) of Section 10.1.11(a),
the imposition of a lien, the granting of a security interest, or a liability or
a material risk of incurring a liability which could have, or reasonably be
expected to have, a Material Adverse Effect; or (c) if any such lien, security
interest or liability is imposed or granted and, individually, and/or in the
aggregate, in the reasonable opinion of the Administrative Agent could have, or
reasonably be expected to have, a Material Adverse Effect.

       

      10.1.12    Change of
Control.  If a Change of Control shall occur.

       

      10.1.13    Indictment;
Forfeiture.  The indictment of, or institution of any legal
process or proceeding against, the Borrower, any other Loan Party under any
applicable Law where the relief, penalties, or remedies sought or available
include the forfeiture of any property of Borrower and/or any other such Person
and/or the imposition of any stay or other order, the effect of which could be
to restrain in any material way the conduct by the Borrower and/or any other
such Loan Party of its business in the ordinary course.

       

      10.1.14    Generally.  A
default by the Borrower in the performance of any other term, provision or
condition of this Agreement to be performed by the Borrower, or a breach of, or
other failure to satisfy, any other term provision, condition, covenant or
warranty under this Agreement and such default remains uncured beyond any
applicable specific grace period provided for in this Agreement, including,
without limitation, as set forth in Section 10.2
below.

       

      10.2       Grace
Periods and Notice.  As to each of the foregoing events the
following provisions relating to grace periods and notice shall
apply:

       

      10.2.1      No Notice
or Grace Period.  There shall be no grace period and no notice
provision with respect to the payment of principal at maturity and/or in
connection with a Mandatory Principal Prepayment (except as provided in Section 2.3.8) and no
grace period and no notice provision with respect to defaults related to the
voluntary filing of bankruptcy or reorganization proceedings or an assignment
for the benefit of creditors, or (subject to Sections 10.2.4 and 10.2.5) with respect
to a breach of warranty or representation under Article 6, or
(subject to Section
10.2.5) with respect to the breach of any of the affirmative covenants
set forth in Sections
7.1, 7.3, 7.4, 7.5, 7.6, 7.10, 7.18 – 7.25 or 7.30 (unless a grace
or cure period is specifically provided for therein) or (subject to Section 10.2.5) with
respect to the breach of any of the negative covenants set forth in Article
8.

       

      10.2.2      Nonpayment
of Interest.  As to the nonpayment of interest there shall be a
five (5) Business Day grace period without any requirement of written notice
from the Administrative Agent.

       

      10.2.3      Other
Monetary Defaults.  All other monetary defaults shall have a
five (5) Business Day grace period following written notice from the
Administrative Agent.

       

      10.2.4      Nonmonetary
Defaults Capable of Cure.  As to non-monetary Defaults which
are reasonably capable of being cured or remedied, unless there is a specific
shorter or longer grace period provided for in this Agreement or in another Loan
Document, there shall be a thirty (30) day grace period following the earlier of
(i) the date on which the Borrower obtains knowledge of such Default and (ii)
the date on which the Borrower has received written notice of such Default from
the Administrative Agent; provided, however, that if such
Default would reasonably require more than thirty (30) days to cure or remedy,
the grace period will be such longer period as requested by the Borrower but in
no event longer than ninety (90) days following such Default and no extension
shall be granted if such Default has caused a Material Adverse
Effect.

       

      
        
          
             


          

          
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      10.2.5      Borrowing
Base Property Defaults.  As to any non-monetary Defaults which
are capable of being cured or remedied by the removal of any Individual Property
or Individual Properties from being Borrowing Base Properties, there shall be a
thirty (30) day grace period following the earlier of (i) the date on which the
Borrower obtains knowledge of such Default and (ii) the date on which the
Borrower has received written notice of such Default from the Administrative
Agent, for the Borrower to cure or remedy such Default by removing such
Individual Properties from being Borrowing Base Properties, if required, or by
removing such Borrowing Base Properties from the Borrowing Base
Value.

       

      
        11.         REMEDIES.

         

      

      11.1       Remedies.  Upon
the occurrence and during the continuance of an Event of Default, whether or not
the Obligations evidenced by this Agreement and secured by the Security
Documents shall be due and payable or the Administrative Agent shall have
instituted any foreclosure or other action for the enforcement of the Security
Documents, the Administrative Agent may in its sole and absolute discretion do
any one or more of the following, and shall upon the direction of the Required
Lenders, in addition to any other remedies which the Administrative Agent may
have hereunder or under the other Loan Documents, or otherwise, and not in
limitation thereof:

       

      11.1.1      Accelerate
Debt.  Declare the Obligations immediately due and payable
(provided that in the case of a voluntary petition in bankruptcy filed by
Borrower or an involuntary petition in bankruptcy filed against Borrower (after
expiration of the grace period, if any, set forth in Section 10.1.8), such
acceleration shall be automatic).

       

      11.1.2      Collateralize
Letters of Credit.  Require the Borrower to deposit into
accounts maintained with, and pledged to the Administrative Agent, cash proceeds
in an amount equal to one hundred three percent (103%) of the L/C Exposure,
which deposits shall secure the L/C Exposure.

       

      11.1.3      Pursue
Remedies.  Pursue any and all remedies provided for hereunder,
under any one or more of the other Loan Documents, and/or
otherwise.

       

      Additionally,
upon the occurrence and during the continuance of an Event of Default subject to
the expiration of any applicable cure period, (i) the obligation of each Lender
to make Revolving Loan Advances shall terminate at the option of the
Administrative Agent in its sole and absolute discretion, (ii) the obligation of
the Swing Line Lender to make Swing Line Advances shall terminate at the option
of the Swing Line Lender in its sole and absolute discretion and (iii) the
obligation of the L/C Issuer to make L/C Credit Extensions shall terminate at
the option of the L/C Issuer in its sole and absolute discretion.

       

      11.2       Distribution
of Liquidation Proceeds.  Subject to the terms and conditions
of this Agreement, the Administrative Agent shall distribute all Liquidation
Proceeds in the order and manner set forth below:

       

      First:  To
the Administrative Agent, towards any fees and any expenses for which the
Administrative Agent is entitled to reimbursement under this Agreement or the
other Loan Documents not theretofore paid to the Administrative
Agent.

       

      Second:  To
all applicable Lenders in accordance with their proportional share based upon
their respective Commitment Percentages until all Lenders have been reimbursed
for all fees and expenses which such Lenders have previously paid to the
Administrative Agent and not theretofore paid to such Lenders.

       

      Third: To
the Swing Line Lender towards all outstanding principal and interest due to the
Swing Line Lender under the Swing Line Note, with the Swing Line Lender applying
such proceeds for purposes of this Agreement first against accrued and unpaid
interest due under the Swing Line Note and then to the outstanding principal
balance due to the Swing Line Lender under the Swing Line Note.

       

      
        
          
             


          

          
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      Fourth:  To
all applicable Lenders in accordance with their proportional share based upon
their respective Commitment Percentages until all Lenders have been paid in full
all principal and interest due to such Lenders under the Note, with each Lender
applying such proceeds for purposes of this Agreement first against accrued and
unpaid interest due under the Revolving Loans, and then to the outstanding
principal balance due to such Lender under the Revolving Loans.

       

      Fifth:  To
the L/C Issuer, funds needed to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of
Credit.

       

      Sixth: To
all applicable Lenders in accordance with their proportional share based upon
their respective Commitment Percentages until all Lenders have been paid in full
all other amounts due to such Lenders under the Credit Facility including,
without limitation, (a) any costs and expenses incurred directly by such Lenders
to the extent such costs and expenses are reimbursable to such Lenders by the
Borrower under the Loan Documents, and (b) payment of breakage, termination or
other payments, and any interest accrued thereon, due under any Swap Contract
between any Loan Party and any Lender, or any Affiliate of a
Lender.

       

      Seventh:  To
the Borrower or such third parties as may be entitled to claim Liquidation
Proceeds.

       

      Subject
to Section
2.6.7, amounts used to provide Cash Collateral for the aggregate undrawn
amount of Letters of Credit pursuant to clause Fifth above shall be applied to
satisfy drawings under such Letters of Credit as they occur.  If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

       

      12.         SECURITY INTEREST AND
SET-OFF.

       

      12.1       Security
Interest.  The Borrower hereby grants (and shall cause each
other Loan Party to grant) to the Administrative Agent and each of the Lenders,
a continuing lien, security interest and right of setoff (with setoff being
subject to Section
12.2) as security for all of the Obligations, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of Administrative Agent or any of the Lenders or
any of their respective successors and assigns, or in transit to any of
them.

       

      12.2       Set-Off/Sharing
of Payments.  If any Event of Default occurs, any such
deposits, balances or other sums credited by or due from Administrative Agent or
any of the Lenders, or from any of their respective Affiliates, to the Borrower
may to the fullest extent not prohibited by applicable Law at any time or from
time to time, without regard to the existence, sufficiency or adequacy of any
other collateral, and without notice or compliance with any other condition
precedent now or hereafter imposed by statute, rule of law or otherwise, all of
which are hereby waived, be set off, appropriated and applied by the
Administrative Agent against any or all of any Loan Party's Obligations
irrespective of whether demand shall have been made and although such
obligations may be unmatured, in the manner set forth
herein.  Promptly upon making any such set off, appropriation or
application, the Administrative Agent agrees to notify the Borrower in writing
thereof, provided the failure to give such notice shall not affect the validity
of such set off or appropriation or application.  ANY AND ALL RIGHTS
TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS
OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS
OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.  Each of the Lenders agrees with
each other Lender that (a) if an amount to be set off is to be applied to
indebtedness of the Borrower to such Lender, other than the Obligations
evidenced by this Agreement due to such Lender, such amount shall be applied
ratably to such other indebtedness and to the Obligations evidenced by this
Agreement due to such Lender, and (b) if such Lender shall receive from the
Borrower, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the claim evidenced by this Agreement
due to such Lender by proceedings against the Borrower at law or in equity or by
proof thereof in bankruptcy, reorganization, liquidation, receivership or
similar proceedings, or otherwise, and shall retain and apply to the payment of
the Obligations due to such Lender any amount in excess of its ratable portion
of the payments received by all of the Lenders with respect to Obligations under
this Agreement due to all of the Lenders, such Lender will make such disposition
and arrangements (excluding any amounts received by the L/C Issuer to secure the
obligations of a Defaulting Lender or an Impacted Lender to fund risk
participations hereunder) with the other Lenders with respect to such excess,
either by way of distribution, pro tanto assignment of claims, subrogation or
otherwise as shall result in each Lender receiving in respect of the Obligations
its proportionate payment as contemplated by this Agreement; provided, however, that if all
or any part of such excess payment is thereafter recovered from such Lender,
such disposition and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.

       

      
        
          
             


          

          
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      12.3       RESERVED.

       

      12.4       Additional
Rights.  The rights of the Administrative Agent, the Lenders
and each of their respective Affiliates under this Article 12 are in
addition to, and not in limitation of, other rights and remedies, including
other rights of set off, which the Administrative Agent or any of the Lenders
may have.

       

      13.         THE ADMINISTRATIVE AGENT AND
THE LENDERS.

       

      13.1       Rights,
Duties and Immunities of the Administrative Agent.

       

      13.1.1      Appointment
of Administrative Agent.  Each of the Lenders, the Swing Line
Lender and the L/C Issuer hereby irrevocably appoints Regions to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.  The provisions of this Article 13 (other
than Sections
13.1.10, 13.2.4 and 13.3.2) are solely
for the benefit of the Administrative Agent, the Lenders, the Swing Line Lender
and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have
rights as a third party beneficiary of any of such provisions.

       

      13.1.2      No Other Duties, Etc.
Anything herein to the contrary
notwithstanding, none of the Bookrunners or Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or
any of the Loan Documents, except in its capacity, as may be applicable, as the
Administrative Agent, a Lender, the Swing Line Lender or the L/C Issuer
hereunder.

       

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

       

      13.1.4      Exculpatory
Provisions.  (a) The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents.  Without limiting the generality of the foregoing (but
subject to Section
13.1.4(b)), the Administrative Agent:

       

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

       

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

       

      
        
          
             


          

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

       

      (b)           The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary), or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.2 and
13.4.1 or (ii)
in the absence of its own (or its officers, directors, employees, agents,
attorneys in fact or Affiliates) gross negligence or willful
misconduct.

       

      (c)           The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article
5 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

       

      13.1.5      Reliance by
Administrative Agent.  The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon.  In determining
compliance with any condition hereunder to the making of a Revolving Loan
Advance or Swing Line Advance, or the issuance of a Letter of Credit, that by
its terms must be fulfilled to the satisfaction of a Lender, the Swing Line
Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender, the Swing Line Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the
contrary from such Lender, the Swing Line Lender or the L/C Issuer prior to the
making of such Revolving Loan Advance or Swing Line Advance or the issuance of
such Letter of Credit.  The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.

       

      13.1.6      Notice of
Default.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Borrower, a Lender, the Swing Line
Lender or the L/C Issuer.  The Administrative Agent will notify the
Lenders of the Administrative Agent's receipt of any such notice.  The
Administrative Agent shall take such action with respect to such Default as may
be requested by the Required Lenders in accordance with Article 11; provided, however, that unless
and until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable.

       

      
        
          
             


          

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


      13.1.8      Administrative
Agent's Reimbursement and Indemnification.  The Lenders agree
to reimburse and indemnify the Administrative Agent, ratably in proportion to
their respective Commitments, for (i) any amounts not reimbursed by the Borrower
for which the Administrative Agent is entitled to reimbursement by the Borrower
under this Agreement or the other Loan Documents, (ii) any other expenses
incurred by the Administrative Agent on behalf of the Lenders in connection with
the preparation, execution, delivery, administration, amendment, waiver and/or
enforcement of this Agreement and the other Loan Documents, and (iii) any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of this Agreement or the other Loan Documents or any
other document delivered in connection therewith or any transaction contemplated
thereby, or the enforcement of any of the terms hereof or thereof; provided, however, that no
Lender shall be liable for any of the foregoing to the extent that they arise
from the gross negligence or willful misconduct of the Administrative
Agent.  If any indemnity furnished to the Administrative Agent for any
purpose shall, in the opinion of the Administrative Agent, be insufficient or
become impaired, the Administrative Agent may call for additional indemnity and
cease, or not commence, to do the action indemnified against until such
additional indemnity is furnished.

       

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

       

      13.1.10    Successor
Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Lenders, the Swing Line Lender, the L/C
Issuer and the Borrower. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, in consultation with and, if such
appointment is prior to the occurrence and continuation of an Event of Default,
with the prior approval of, the Borrower, such approval not to be unreasonably
withheld or delayed, to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in
the United States.  If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, at the direction and with the consent of
the Borrower, on behalf of the Lenders, the Swing Line Lender and the L/C
Issuer, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided, however, that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders,
the Swing Line Lender or the L/C Issuer under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender, the
Swing Line Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent's resignation
hereunder and under the other Loan Documents, the provisions of this Section and
Section 15.7
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

       

      
        
           


        

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

       

      If at any
time Regions ceases to be the Administrative Agent hereunder, Borrower's
obligations under Section 7.30 hereof
will immediately terminate.

       

      13.1.11    Administrative
Agent May File Proofs of Claim.  In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative
to any Loan Party, the Administrative Agent (irrespective of whether the
principal of any Revolving Loan Advance, any Swing Line Advance or L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise

       

      (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of any Revolving Loan Advance, any Swing Line Advance, L/C
Obligations and all other Obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuer and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent and
their respective agents and counsel and all other amounts due the Lenders, the
Swing Line Lender, the L/C Issuer and the Administrative Agent under Sections 2.4, 2.6.9, 2.6.10 and 15.7) allowed in such
judicial proceeding; and

       

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

       

      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender, the Swing Line Lender and the L/C Issuer to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders, the Swing Line
Lender and the L/C Issuer, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.4 and
15.7.

       

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

       

      
        
          
             


          

          
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      13.1.12    Collateral
and Guaranty Matters.  The Lenders, the Swing Line Lender and
the L/C Issuer irrevocably authorize the Administrative Agent, at its option and
in its discretion,

       

      (a)           to
release or assign any Lien on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the
Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters of
Credit (other than Letters of Credit as to which other arrangements satisfactory
to the Administrative Agent and the L/C Issuer shall have been made), (ii) that
is (1) sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document or (2) refinanced or to be refinanced
as permitted hereunder or under any other Loan Document, or (iii) subject to
Section 13.4.1,
if approved, authorized or ratified in writing by the Required Lenders;
and

       

      (b)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary or an owner of a Borrowing Base Property as a result
of a transaction permitted hereunder.

       

      Upon
request by the Administrative Agent at any time, the Required Lenders will
promptly confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
13.1.12.

       

      13.2       Respecting
Loans and Payments.

       

      13.2.1      Adjustments.  If,
after the Administrative Agent has paid each Lender's proportionate share of any
payment received or applied by the Administrative Agent in respect of the Loan
and other Obligations, that payment is rescinded or must otherwise be returned
or paid over by the Administrative Agent, whether pursuant to any Debtor Relief
Law, sharing of payments clause of any loan agreement or otherwise, such Lender
shall, at the Administrative Agent's request, promptly return its proportionate
share of such payment or application to the Administrative Agent, together with
such Lender's proportionate share of any interest or other amount required to be
paid by the Administrative Agent with respect to such payment or
application.

       

      13.2.2      Setoff.  If
any Lender (including the Administrative Agent), acting in its individual
capacity, shall exercise any right of setoff against a deposit balance or other
account of the Borrower held by such Lender on account of the obligations of the
Borrower under this Agreement, such Lender shall remit to the Administrative
Agent all such sums received pursuant to the exercise of such right of setoff,
and the Administrative Agent shall apply all such sums for the benefit of all of
the Lenders hereunder in accordance with the terms of this
Agreement.

       

      13.2.3      Distribution
by the Administrative Agent.  If in the opinion of the
Administrative Agent distribution of any amount received by it in such capacity
hereunder or under any of the other Loan Documents might involve any liability,
it may refrain from making distribution until its right to make distribution
shall have been adjudicated by a court of competent jurisdiction or has been
resolved by the mutual consent of all Lenders.  In addition, the
Administrative Agent may request full and complete indemnity from the Lenders,
in form and substance satisfactory to it, prior to making any such
distribution.  If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Administrative Agent is to be repaid,
each Person to whom any such distribution shall have been made shall either
repay to the Administrative Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over to the same in such manner and to such
Persons as shall be determined by such court.

       

      13.2.4      Limited
Assignment Right of Borrower.  If any Lender requests
compensation under Sections 2.5.1 or
2.5.2, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.8, or if
any Lender is a Defaulting Lender, then in addition to, and not in limitation
of, the rights and remedies that may be available to the Borrower at law or in
equity, the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 13.3), all of
its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee reasonably acceptable to the Administrative Agent that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided, however,
that:

       

      
        
          
             


          

          
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      (a)           the
Administrative Agent shall be paid the assignment fee specified in Section
13.3.2(d);

       

      (b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Revolving Loan Advances, the Refunded Swing Line Advances or
the Swing Line Advances (with respect to the Swing Line Lender) and L/C
Advances, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder and under the other Loan Documents (including any amounts under
Section 2.3.15)
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other
amounts);

       

      (c)           in
the case of any such assignment resulting from a claim for compensation under
Sections 2.5.1
or 2.5.2 or
payments required to be made pursuant to Section 2.8, such
assignment will result in a reduction in such compensation or payments
thereafter; and

       

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

       

      A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

       

      13.2.5      Holders.  The
Administrative Agent may deem and treat the Lender designated in the Register as
the proportionate owner of such interest in the Obligations for all purposes
hereof unless and until a written notice of the assignment, transfer or
endorsement thereof, as the case may be, shall have been filed with the
Administrative Agent.  Any request, authority or consent of any Person
or entity who, at the time of making such request or giving such authority or
consent, is the holder of any designated interest in the Obligations shall be
conclusive and binding on any subsequent holder, transferee or endorsee, as the
case may be, of such interest in the Obligations.

       

      13.3       Assignments
by Lenders.

       

      13.3.1      Successors
and Assigns Generally.  The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the
Borrower nor any other Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender, and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in
accordance with the provisions of Section 13.3.2, (ii)
by way of participation in accordance with the provisions of Section 13.3.4, or
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 13.3.6 (and
any other attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in Section
13.3.6 and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Swing Line Lender, the L/C
Issuer and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.

       

      13.3.2      Assignments
by Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Revolving Loans (including
for purposes of this Section 13.3.2,
participations in Swing Line Advances and L/C Obligations) at the time owing to
it); provided,
however, that
any such assignment shall be subject to the following conditions:

       

      
        
          
             


          

          
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      (a)           Minimum
Amounts.

       

      (i)           in
the case of an assignment of the entire remaining amount of the assigning
Lender's Commitment and the Revolving Loan Advances, Swing Line Advances and L/C
Obligations at the time owing to it or in the case of an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund, no minimum amount need be
assigned; and


      (ii)           in
any case not described in Section 13.3.2(a)(i),
the aggregate amount of the Commitment (which for this purpose includes the
Revolving Loan Advances, Swing Line Advances and L/C Obligations outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Revolving Loan Advances, Swing Line Advances and L/C
Obligations of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if "Trade Date" is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met.

       

      (b)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Revolving Loan Advances,
Swing Line Advances and L/C Obligations or the Commitment assigned.

       

      (c)           Required
Consents.  No consent shall be required for any assignment
except to the extent required by Section 13.3.2(a)(ii)
and, in addition:

       

      (i)           the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender
(other than a Defaulting Lender or Impacted Lender), an Affiliate of a Lender
(other than a Defaulting Lender or Impacted Lender) or an Approved
Fund;

       

      (ii)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund with respect to
such Lender; and

       

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

       

      (d)           Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $2,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

       

      
        
          
             


          

          
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      (e)           No Assignment to
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower's Affiliates or Subsidiaries.

       

      (f)           No Assignment to Natural
Persons.  No such assignment shall be made to a natural
Person.

       

      (g)           No Assignment to Defaulting
Lenders.  No such assignment shall be made to a Defaulting
Lender.


      Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
Section 13.3.3,
from and after the effective date specified in each Assignment and Assumption,
the assignee thereunder shall be a party to this Agreement and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections 2.8, 2.5.1, 2.5.2, 2.3.15, and Section 15.7 with
respect to facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender; provided, however, that such
new Note shall be dated the effective date of such Assignment and Acceptance and
shall be otherwise in the form of Exhibit C attached
hereto.  To the extent a Lender has assigned all of its Commitment and
the Revolving Loan Advances, Swing Line Advances and L/C Obligations, it
covenants to return any outstanding Note to the Borrower or to provide a lost
note indemnity in lieu thereof.  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
Section
13.3.4.

       

      13.3.3      Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Revolving Loan Advances, Swing Line Advances and L/C Obligations
owing to, each Lender pursuant to the terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

       

      13.3.4      Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural Person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Revolving Loans
(including such Lender's participations in Swing Line Advances and L/C
Obligations) owing to it); provided, however, that (i)
such Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative
Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement.

       

      Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided, however, that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 13.4.1 that
affects such Participant.  Subject to Section 13.3.5, the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.8, 2.5.1, 2.5.2, and 2.3.15 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section
13.3.2.  To the extent permitted by Law, each Participant also
shall be entitled to the benefits of Section 12.2 as
though it were a Lender, provided that such Participant agrees to be subject to
Section 12.2 as
though it were a Lender.

       

      
        
          
             


          

          
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      13.3.5      Limitations
upon Participant Rights.  A Participant shall not be entitled
to receive any greater payment under Section 2.8, 2.3.15, 2.5.1 or 2.5.2 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent; provided, however, in no
instance shall the Borrower's Obligations be increased as a result
thereof.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.8 unless
the Borrower consents in writing to the participation sold to such Participant
and such Participant complies with Section 2.8.5 as
though it were a Lender.

       

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

       

      13.3.7      Resignation
as Swing Line Lender and L/C Issuer after
Assignment.  Notwithstanding anything to the contrary contained
herein, if at any time Regions assigns all of its Commitment and the Revolving
Loan Advances, Swing Line Advances and L/C Obligations pursuant to Section 13.3.2 above,
Regions may, upon 30 days notice to the Borrower and the Lenders, resign as
Swing Line Lender and/or L/C Issuer.  If at any time Regions ceases to
be the Administrative Agent hereunder, Borrower's obligations under Section 7.30 hereof
will immediately terminate. In the event of any such resignation as Swing Line
Lender and/or L/C Issuer, the Borrower shall be entitled to appoint from among
the Lenders a successor Swing Line Lender and/or L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Regions as Swing Line Lender and/or L/C Issuer.  If
Regions resigns as L/C Issuer, it shall retain all the rights, powers,
privileges and duties of the L/C Issuer hereunder with respect to all Letters of
Credit outstanding as of the effective date of its resignation as L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Advances or fund risk participations in Unreimbursed
Amounts pursuant to Section
2.6.3).  Upon the appointment of a successor Swing Line Lender
and/or L/C Issuer, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring Swing Line
Lender and/or L/C Issuer, and (b) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to Regions to
effectively assume the obligations of Regions with respect to such Letters of
Credit.

       

      13.4       Administrative
Matters.

       

      13.4.1      Amendment,
Waiver, Consent, Etc.  Except as otherwise provided herein or
as to any term or provision hereof which specifically provides for the consent
or approval of the Administrative Agent, the Required Lenders and/or the
Lenders, as applicable, no term or provision of this Agreement or any other Loan
Document may be changed, waived, discharged or terminated, nor may any consent
required or permitted by this Agreement or any other Loan Document be given,
unless such change, waiver, discharge, termination or consent receives the
written approval of the Required Lenders; provided, however, that
notwithstanding the foregoing, the unanimous written approval of all the Lenders
(other than a Defaulting Lender) shall be required with respect to any proposed
amendment, waiver, discharge, termination, or consent which:

       

      (a)           postpones
any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Loan Document without the
written consent of each Lender directly affected thereby (with the exception of
the extension of the Initial Maturity Date contemplated in Section 2.2.1, which
can be granted solely by the Administrative Agent if the conditions of Section 2.2.1 have
been fulfilled),

       

      
        
          
             


          

          
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      (b)           releases
or discharges any material portion of the Collateral other than in accordance
with the express provisions of the Loan Documents except to the extent the
release of such Collateral is permitted by this Agreement (in which case such
release may be made by the Administrative Agent acting alone),

       

      (c)           amends,
modifies or waives any provisions of this Section
13.4,

       

      (d)           reduces
the principal of, or the rate of interest specified herein on, any Revolving
Loan Advance, Swing Line Advance or L/C Borrowing, or (subject to clause (iv) of
the second proviso at the end of this Section 13.4.1) any
fees or other amounts payable hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby; provided, however, that only
the consent of the Required Lenders shall be necessary to amend the definition
of "Default Rate" or to waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate,

       

      (e)           changes
the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify
any rights hereunder or make any determination or grant any consent hereunder
without the written consent of each Lender,

       

      (f)           increases
the Commitment of any Lender (or reinstates any Commitment terminated pursuant
to Article 11)
without the written consent of such Lender,

       

      (g)           releases
or waives any guaranty of the Obligations or indemnifications provided in the
Loan Documents except to the extent the release of the Guarantor is permitted by
this Agreement (in which case such release may be made by the Administrative
Agent acting alone); or

       

      (h)           changes
Section 11.2 or
Section 12.2 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;

       

      and,
provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties of
the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement or any other Loan Document
and (iv) the Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased without the consent of such Lender.

       

      13.4.2      Deemed
Consent or Approval.  With respect to any requested amendment,
waiver, consent or other action which requires the approval of the Required
Lenders or all of the Lenders, as the case may be, in accordance with the terms
of this Agreement, or if the Administrative Agent is required hereunder to seek,
or desires to seek, the approval of the Required Lenders or all of the Lenders,
as the case may be, prior to undertaking a particular action or course of
conduct, the Administrative Agent in each such case shall provide each Lender
with written notice of any such request for amendment, waiver or consent or any
other requested or proposed action or course of conduct, accompanied by such
detailed background information and explanations as may be reasonably necessary
to determine whether to approve or disapprove such amendment, waiver, consent or
other action or course of conduct.  The Administrative Agent may (but
shall not be required to) include in any such notice, printed in capital letters
or boldface type, a legend substantially to the following effect:

       

      
        
          
             


          

          
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      "THIS
COMMUNICATION REQUIRES IMMEDIATE RESPONSE.  FAILURE TO RESPOND WITHIN
TEN (10) CALENDAR DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A
DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION REQUESTED BY THE BORROWER OR THE
COURSE OF CONDUCT PROPOSED BY THE ADMINISTRATIVE AGENT AND RECITED
ABOVE,"

       

      and if
(and only if) the foregoing legend is included by the Administrative Agent in
its communication, a Lender shall be deemed to have approved or consented to
such action or course of conduct for all purposes hereunder if such Lender fails
to object to such action or course of conduct by written notice to the
Administrative Agent within ten (10) calendar days of such Lender's receipt of
such notice.

       

      13.5       Defaulting
Lenders.
A Defaulting Lender's
right to participate in the administration of the Loan, this Agreement and the
other Loan Documents, including without limitation, any right to vote in respect
of, to consent to or to direct any action or inaction of the Administrative
Agent or to be taken into account in the calculation of the Required Lenders,
shall be suspended while such Lender is a Defaulting Lender. In the case of a
Defaulting Lender under clauses (a) or (b) in the definition of Defaulting
Lender in this Agreement, such Defaulting Lender shall have no right to receive
any amounts, whether principal, interest or otherwise, owing to such Defaulting
Lender under this Agreement or any of the other Loan Documents until such
Defaulting Lender has paid all amounts owing by such Defaulting Lender under
this Agreement and such other Loan Documents.  The rights of such
Defaulting Lender in amounts owing to such Defaulting Lender under this
Agreement and the other Loan Documents shall be subordinate in all respects to
the rights of the other Lenders in amounts owing to such other Lenders under
this Agreement and the other Loan Documents.  The amounts owing by
such Defaulting Lender under this Agreement and the other Loan Documents shall
be deducted from and set off against the amounts otherwise owing to such
Defaulting Lender under this Agreement and the other Loan
Documents.  Such Defaulting Lender shall immediately pay to the
Administrative Agent all sums of any kind paid to or received by such Defaulting
Lender from Borrower or otherwise with respect to the Credit Facility, whether
pursuant to the terms of this Agreement or the other Loan Documents or in
connection with the realization of the security therefor, until all amounts
owing by such Defaulting Lender under this Agreement and the other Loan
Documents are fully repaid.  Notwithstanding the fact that such
Defaulting Lender may temporarily hold such sums, such Defaulting Lender shall
be deemed to hold same as a trustee for the benefit of the Administrative Agent,
it being the express intention of the Lenders that the Administrative Agent
shall distribute such sums in accordance with the terms of this
Agreement.

       

      14.         CASUALTY AND
TAKING.

       

      14.1       Casualty
or Taking; Obligation To Repair.  In the event of the
occurrence of an Event of Loss as to any Collateral Property, the Borrower shall
give immediate written notice thereof to the Administrative Agent. In the event
of the occurrence of an Event of Loss as to any Collateral Property or any
damage or destruction to any Collateral Property by reason of fire or other
hazard or casualty, the Borrower shall proceed with reasonable diligence, in
full compliance with all Laws and the other requirements of the Loan Documents,
to repair, restore, rebuild or replace the affected Collateral Property to its
condition immediately prior to such Event of Loss (each, the "Repair
Work").

       

      14.2       Adjustment
of Claims.  All insurance claims or condemnation or similar
awards shall be adjusted or settled by the Borrower, at the Borrower's sole cost
and expense, and Borrower shall give written notice of same to the
Administrative Agent; provided, however, that (i) the
Administrative Agent shall have the right to participate in any adjustment or
settlement for any Borrowing Base Property with respect to which the Net
Proceeds in the aggregate are equal to or greater than Five Hundred Thousand
Dollars ($500,000) and (ii) if any Event of Default exists under any of the Loan
Documents, the Administrative Agent shall have the right to adjust, settle, and
compromise such claims without the approval of the Borrower.

       

      
        
          
             


          

          
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      14.3       Payment
and Application of Insurance Proceeds and Condemnation Awards.

       

      14.3.1      Insurance
Proceeds.  All Net Proceeds shall be paid to the Administrative
Agent and, at the Administrative Agent's option, be applied to the Obligations
or released, in whole or in part, to pay for the actual cost of repair,
restoration, rebuilding or replacement to its condition immediately prior to
such Event of Loss (collectively, "Cost To Repair") all
in accordance with this Section
14.3.  If any Net Proceeds are received directly by any Loan
Party, such Loan Party shall hold such Net Proceeds in trust for the
Administrative Agent and shall promptly deliver such Net Proceeds in kind to the
Administrative Agent.  Notwithstanding any other term or provision of
this Agreement, provided no Default or Event of Default is then in existence,
all Net Proceeds related to any Collateral Property which is not a Borrowing
Base Property shall be released to the Borrower for such repair and
reconstruction, without the Borrower having to satisfy the conditions of Section 14.3 and
14.4
hereof.

       

      14.3.2      Release of
Funds.  Notwithstanding the terms and provisions hereof, with
respect to any Borrowing Base Property, if the Net Proceeds do not exceed Five
Hundred Thousand Dollars ($500,000) and the Insurance/Taking Release Conditions
have been satisfied in a manner reasonably acceptable to the Administrative
Agent, the Administrative Agent shall release the Net Proceeds to pay for the
actual Cost to Repair and the applicable Loan Party shall commence and
diligently prosecute to completion the Repair Work relative to the subject
Collateral Property, with any excess being retained by the applicable Loan
Party.

       

      14.3.3      Conditions.  Notwithstanding
the terms and provisions hereof, with respect to any Borrowing Base Property, if
either (i) the Net Proceeds are equal to or greater than Five Hundred Thousand
Dollars ($500,000) or (ii) the Net Proceeds do not exceed Five Hundred Thousand
Dollars ($500,000), but the Insurance/Taking Release Conditions have not been
satisfied with respect to such Event of Loss, the Administrative Agent, at the
Administrative Agent's option, may apply the Net Proceeds to the Obligations or
release so much of the Net Proceeds as may be required to pay for the actual
Cost To Repair in accordance the limitations and procedures set forth herein, if
the following conditions are satisfied in a manner reasonably acceptable to the
Administrative Agent:

       

      (a)           no
Default or Event of Default shall have occurred and be continuing under the Loan
Documents;

       

      (b)           in
the Administrative Agent's good faith judgment such Net Proceeds together with
any additional funds as may be deposited with and pledged to the Administrative
Agent, on behalf of the Lenders, are sufficient to pay for the Cost To Repair.
In order to make this determination, the Administrative Agent shall be furnished
by the Borrower with an estimate of the Cost to Repair accompanied by an
independent architect's or engineer's certification as to such Cost to Repair
and appropriate plans and specifications for the Repair Work;

       

      (c)           the
subject Event of Loss was not a Major Event of Loss;

       

      (d)           the
Administrative Agent in the exercise of its reasonable discretion, shall have
determined that all rents from Leases of the subject Collateral Property which
are to abate pursuant to their terms are to be payable to the Borrowing Base
Property Owner, subject to deductibles, if any, permitted pursuant to the
insurance policies to be maintained pursuant to this Agreement, from Rent Loss
Proceeds; and

       

      (e)           in
the Administrative Agent's good faith judgment, the Repair Work can reasonably
be completed on or before the time required under applicable Laws.

       

      14.4       Conditions
To Release of Insurance Proceeds.  If the Administrative Agent
elects or is required to release insurance proceeds, the Administrative Agent
may impose reasonable conditions on such release.

       

      14.5       Consultants.  The
Administrative Agent shall have the right to hire, at the reasonable cost and
expense of the Borrower, a Lender's Consultant to assist the Administrative
Agent in the determination of the satisfaction of the conditions provided for
herein for the release of the Net Proceeds, to pay the Costs to Repair and to
periodically inspect the status of the construction of any Repair
Work.

       

      
        
          
             


          

          
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      14.6       Final
Payments.  In the event that the Administrative Agent makes any
Net Proceeds available to any Loan Party for the payment of Costs to Repair as
provided for herein, upon the completion of the Repair Work as certified by the
applicable Lender's Consultant and if there is no Lender's Consultant, an
independent architect or engineer retained by the Borrower, and receipt by the
Administrative Agent of satisfactory evidence of payment and release of all
liens, any excess Net Proceeds still held by the Administrative Agent shall be
remitted by the Administrative Agent to the Borrower provided that no Event of
Default shall have occurred and be continuing.

       

      14.7       No
Default.  The Administrative Agent acknowledges that provided
that no Event of Default has occurred and is continuing, all Rent Loss Proceeds
shall be payable to the Borrower or the applicable Loan Party.

       

      15.         GENERAL
PROVISIONS.

       

      15.1       Notices.

       

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

       

      (i)           if
to the Borrower, the Administrative Agent, the Swing Line Lender or the L/C
Issuer, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 15.1
attached hereto; and

       

      (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

       

      Notices
and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next business day for the recipient).  Notices and other
communications delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

       

      (b)           Electronic
Communications.  Notices and other communications to a Lender,
the Swing Line Lender or the L/C Issuer hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent; provided, however, that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Section 2 if
such Lender, the Swing Line Lender or the L/C Issuer, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication.  The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided, however, that
approval of such procedures may be limited to particular notices or
communications.

       

      
        
          
             


          

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

       

      (c)           RESERVED.

       

      (d)           Change of Address,
Etc.  Each of the Borrower, the Administrative Agent, the Swing
Line Lender and the L/C Issuer may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to the other
parties hereto.  Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to
the Borrower, the Administrative Agent, the Swing Line Lender and the L/C
Issuer.  In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record
(i) an effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender.

       

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

       

      15.2       Interest
Rate Limitation.  Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum
Rate").  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Revolving Loan Advances or Swing Line
Advances, as applicable or, if it exceeds such unpaid principal, refunded to the
Borrower.  In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations
hereunder.

       

      15.3       Parties
Bound.  The provisions of this Agreement and of each of the
other Loan Documents shall be binding upon and inure to the benefit of the
Borrower and the Administrative Agent and each of the Lenders and their
respective successors and assigns, except as otherwise prohibited by this
Agreement or any of the other Loan Documents.

       

      This
Agreement is a contract by and among the Borrower, the Administrative Agent and
each of the Lenders for their mutual benefit, and no third Person shall have any
right, claim or interest against either Administrative Agent, any of the Lenders
or the Borrower by virtue of any provision hereof.

       

      
        
          
             


          

          
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      15.4       Governing
Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial.

       

      15.4.1      GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF TENNESSEE;

       

      Provided
that, notwithstanding the foregoing choice of law:

       

      (a)           The
Mortgages and the procedures governing the enforcement by Administrative Agent
of its foreclosure and other remedies under the Security Documents and under the
other Loan Documents with respect to each Collateral Property shall be governed
by the laws of the State in which such Collateral Property is
located;

       

      (b)           Administrative
Agent shall comply with applicable law of the applicable State to the extent
required by the law of such jurisdiction in connection with the foreclosure of
the security interests and liens created under the Security Documents and the
other Loan Documents with respect to each Collateral Property or other assets;
and

       

      (c)           The
Environmental Indemnity Agreements with respect to each
Collateral  Property shall be governed by Federal law and the laws of
the State in which such Collateral Property is located, and the provisions of
Federal law and the law of the applicable State shall apply in defining the
terms Hazardous Materials and Hazardous Material Laws applicable to each
Collateral Property as such terms are used in this Agreement, the Environmental
Indemnity and the other Loan Documents.

       

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

       

      15.4.3      WAIVER OF
VENUE.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN SECTION 15.4.2 OF
THIS AGREEMENT.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.

       

      15.4.4      SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
15.1.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.

       

      
        
          
             


          

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

       

      15.5       Survival.  All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof until the
payment in full of all Obligations hereunder and termination of the Credit
Facility.  Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Credit Extension or any
other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of
Credit shall remain outstanding.

       

      15.6       Cumulative
Rights.  All of the rights of the Administrative Agent and the
Lenders hereunder and under each of the other Loan Documents and any other
agreement now or hereafter executed in connection herewith or therewith, shall
be cumulative and may be exercised singly, together, or in such combination as
Administrative Agent may determine in its sole good faith judgment.

       

      15.7       Expenses;
Indemnity; Damage Waiver.

       

      15.7.1      Costs and
Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder, (iii) all reasonable
out-of-pocket expenses incurred by the Swing Line Lender in connection with any
Swing Line Advance or any demand for payment related thereto and (iv) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender, the
Swing Line Lender or the L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender, the Swing
Line Lender or the L/C Issuer), in connection with the enforcement or protection
of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (B) in connection with
the Revolving Loan Advances made, Swing Line Advances made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Revolving Loan
Advances, Swing Line Advances or Letters of Credit.

       

      
        
          
             


          

          
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      15.7.2      Indemnification
by the Borrower.  The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the
Swing Line Lender and the L/C Issuer, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnitee), incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any other Loan
Party arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents (including in
respect of any matters addressed in Section 2.8), (ii)
any Revolving Loan Advance, Swing Line Advance or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto; provided, however, that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower or any other Loan Party against
an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder
or under any other Loan Document, if the Borrower or such other Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.

       

      15.7.3      Reimbursement
by Lenders.  To the extent that the Borrower for any reason
fails to indefeasibly pay any amount required under Section 15.7.1 or
15.7.2 to be
paid by it to the Administrative Agent (or any sub-agent thereof), the Swing
Line Lender, the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the Swing Line Lender, the L/C Issuer or such Related Party, as the
case may be, such Lender's Commitment Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided, however, that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), the Swing Line Lender or the L/C
Issuer in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent), the Swing
Line Lender or L/C Issuer in connection with such capacity.  The
obligations of the Lenders under this Section 15.7.3 are
subject to the provisions of Section
12.2.

       

      15.7.4      Waiver of
Consequential Damages, Etc.  To the fullest extent permitted by
applicable Law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, and the Administrative Agent and each Lender shall not
assert, and hereby waives any claim against a Loan Party, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any
Revolving Loan Advance, Swing Line Advance or Letter of Credit or the use of the
proceeds thereof.  No Indemnitee referred to in Section 15.7.2 above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed to such unintended recipients by
such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from a claim described in clause (x) or (y)
of Section
15.7.2.

       

      15.7.5      Payments.  All
amounts due under this Section shall be payable not later than ten (10) Business
Days after demand therefor.

       

      15.7.6    
 Survival.  The agreements in
this Section shall survive the resignation of the Administrative Agent, the
Swing Line Lender and the L/C Issuer, the replacement of any Lender, the
termination of the Total Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

       

      15.8       Regarding
Consents.  Except to the extent expressly provided herein, any
and all consents to be made hereunder by the Administrative Agent, Required
Lenders, or Lenders shall be in the discretion of the Person to whom consent
rights are given hereunder.

       

      
        
          
             


          

          
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      15.9       Obligations
Absolute.  Except to the extent prohibited by applicable law
which cannot be waived, the Obligations of Borrower and the obligations of the
Loan Parties under the Loan Documents shall be joint and several, absolute,
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of the Loan Documents under all circumstances whatsoever, including,
without limitation, the existence of any claim, set off, defense or other right
which Borrower or any Loan Party may have at any time against the Administrative
Agent or any of the Lenders whether in connection with the Credit Facility or
any unrelated transaction.

       

      15.10     Table
of Contents, Title and Headings.  Any Table of Contents, the
titles and the headings of sections are not parts of this Agreement or any other
Loan Document and shall not be deemed to affect the meaning or construction of
any of its or their provisions.

       

      15.11     Counterparts.  This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 5.1, this
Agreement shall become effective when the Administrative Agent and the Borrower
shall have received counterparts hereof that, when taken together, bear the
signatures of each party hereto.  Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this
Agreement.

       

      15.12     Time
Of the Essence.  Time is of the essence of each provision of
this Agreement and each other Loan Document.

       

      15.13     No
Oral Change.  This Agreement and each of the other Loan
Documents may only be amended, terminated, extended or otherwise modified by a
writing signed by the party against which enforcement is sought (except no such
writing shall be required for any party which, pursuant to a specific provision
of any Loan Document, is required to be bound by changes without such party's
assent).  In no event shall any oral agreements, promises, actions,
inactions, knowledge, course of conduct, course of dealings or the like be
effective to amend, terminate, extend or otherwise modify this Agreement or any
of the other Loan Documents.

       

      15.14     Monthly
Statements.  While the Administrative Agent may issue invoices
or other statements on a monthly or periodic basis (a "Statement"), it is
expressly acknowledged and agreed that: (i) the failure of the Administrative
Agent to issue any Statement on one or more occasions shall not affect the
Borrower's obligations to make payments under the Loan Documents as and when
due; (ii) the inaccuracy of any Statement shall not be binding upon Lenders and
so the Borrower shall always remain obligated to pay the full amount(s) required
under the Loan Documents as and when due notwithstanding any provision to the
contrary contained in any Statement; (iii) all Statements are issued for
information purposes only and shall never constitute any type of offer,
acceptance, modification, or waiver of the Loan Documents or any of Lenders'
rights or remedies thereunder; and (iv) in no event shall any Statement serve as
the basis for, or a component of, any course of dealing, course of conduct, or
trade practice which would modify, alter, or otherwise affect the express
written terms of the Loan Documents.

       

      15.15     No
Advisory or Fiduciary Responsibility.  In connection with all
aspects of each transaction completed hereby, the Borrower and each other Loan
Party acknowledges and agrees that:  (i) the credit facility provided
for hereunder and any related arranging or other services in connection
therewith (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document) are arm's length commercial
transactions between the Borrower, each other Loan Party and their respective
Affiliates, on the one hand, and the Administrative Agent, on the other hand,
and the Borrower and each other Loan Party is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents (including any
amendment, waiver or other modification hereof or thereof); and  (ii)
the Administrative Agent has not provided and will not provide any legal,
accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Loan Document) and each of the Borrower and the other
Loan Parties has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate.  Each of the
Borrower and the other Loan Parties hereby waives and releases, to the fullest
extent permitted by Law, any claims that it may have against the Administrative
Agent with respect to any breach or alleged breach of agency or fiduciary duty,
except as otherwise provided herein.

       

      
        
          
             


          

          
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      15.16     USA
PATRIOT Act.  Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.  The Borrower shall,
promptly following a request by the Administrative Agent or any Lender, provide
all documentation and other information that the Administrative Agent or such
Lender reasonably requests in order to comply with its ongoing obligations under
applicable "know your customer" and anti-money laundering rules and regulations,
including the Act.


      15.17     Treatment
of Certain Information; Confidentiality.  Each of the
Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' respective partners, directors, officers, employees, agents,
trustees, advisors and representatives to the extent such parties require such
information in connection with the transactions contemplated by this Agreement
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or any Eligible
Assignee invited to be a Lender pursuant to Section 2.1.1 or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender, the Swing Line
Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower.

       

      For
purposes of this Section, "Information" means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender, the
Swing Line Lender or the L/C Issuer on a nonconfidential basis prior to
disclosure by the Borrower or any Subsidiary.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential
information.

       

      Each of
the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state
securities Laws.

       

      [The
balance of this page is intentionally left blank.]

       

      
        
           


        

        
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      IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered as a sealed
instrument as of the date first written above.

       

      
        
          
            	
                    BORROWER:

                  	
                    MID-AMERICA
      APARTMENT COMMUNITIES, INC.

                  
	 
      	 
      
	 
      	
                    By:
      /s/Al Campbell

                  
	 
      	
                    Name:
      Al Campbell

                  
	 
      	
                    Title:
      Executive Vice President and Chief Financial Officer

                  
	 
      	 
      
	 
      	
                    MID-AMERICA
      APARTMENTS, L.P.

                  
	 
      	 
      
	 
      	
                    By:
      Mid-America Apartment Communities, Inc.

                  
	 
      	
                    Its:
      Sole General Partner

                  
	 
      	 
      
	 
      	
                    By:
      /s/Al Campbell

                  
	 
      	
                    Name:
      Al Campbell

                  
	 
      	
                    Title:  Executive
      Vice President and Chief Financial 

                      
      Officer

                  


          

        

      

       

      
        
          
            
              
                
                  	
                          ADMINISTRATIVE AGENT:

                        	
                          REGIONS
      BANK

                        
	 
      	 
      
	 
      	
                          By:
      /s/Thomas K. Day

                        
	 
      	
                          Name:
      Thomas K. Day

                        
	 
      	
                          Title:
      Managing Director

                        
	 
      	 
      
	
                          LENDERS:

                        	
                          REGIONS
      BANK

                        
	 
      	 
      
	 
      	
                          By:
      /s/Thomas K. Day

                        
	 
      	
                          Name:
      Thomas K. Day

                        
	 
      	
                          Title:
      Managing Director

                        
	 
      	 
      
	 
      	
                          FIRST
      TENNESSEE BANK, N.A.

                        
	 
      	 
      
	 
      	
                          By:

                        	  
      
	 
      	
                          Name:

                        	  
      
	 
      	
                          Title:

                        	  
      


                

              

            

          

        

      

       

      
        
          
            	
                    LEAD
      ARRANGER AND

                  	 
      
	
                    SOLE
      BOOKRUNNER:

                  	
                    REGIONS
      CAPITAL MARKETS,

                  
	 
      	
                    a
      division of Regions Bank

                  
	 
      	 
      
	 
      	
                    By:
      /s/ Robert L. Chiles

                  
	 
      	
                    Name:
      Robert L. Chiles

                  
	 
      	
                    Title:
      Managing Director

                  


          

        

      

       

      
        
           


        

        
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