exv10w50






Exhibit 10.50




Loan Number: 8000113









EXECUTION VERSION




 

 








TERM LOAN AGREEMENT




Dated as of July 1, 2011



by and among



MHC OPERATING LIMITED PARTNERSHIP,

as Borrower,



EQUITY LIFESTYLE PROPERTIES, INC.,

as Parent,



THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 12.6.,

as Lenders,



WELLS FARGO SECURITIES, LLC,

as Sole Lead Arranger

and

Sole Bookrunner,



BANK OF AMERICA, N.A.,

as Syndication Agent,



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent



 

 






 









 





TABLE OF CONTENTS




	 	 	 	 	 

	Article I. Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.1. Definitions
	 	 	1	 
	Section 1.2. General; References to Central time
	 	 	22	 
	Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries
	 	 	22	 
	 
	 	 	 	 
	Article II. Credit Facility
	 	 	23	 
	 
	 	 	 	 
	Section 2.1. Loans
	 	 	23	 
	Section 2.2. Rates and Payment of Interest on Loans
	 	 	23	 
	Section 2.3. Number of Interest Periods
	 	 	24	 
	Section 2.4. Repayment of Loans
	 	 	24	 
	Section 2.5. Prepayments
	 	 	24	 
	Section 2.6. Continuation
	 	 	25	 
	Section 2.7. Conversion
	 	 	25	 
	Section 2.8. Notes
	 	 	26	 
	Section 2.9. Funds Transfer Disbursements
	 	 	26	 
	 
	 	 	 	 
	Article III. Payments, Fees and Other General Provisions
	 	 	27	 
	 
	 	 	 	 
	Section 3.1. Payments
	 	 	27	 
	Section 3.2. Pro Rata Treatment
	 	 	28	 
	Section 3.3. Sharing of Payments, Etc.
	 	 	28	 
	Section 3.4. Several Obligations
	 	 	28	 
	Section 3.5. Fees
	 	 	29	 
	Section 3.6. Computations
	 	 	29	 
	Section 3.7. Usury
	 	 	29	 
	Section 3.8. Statements of Account
	 	 	29	 
	Section 3.9. Defaulting Lenders
	 	 	30	 
	Section 3.10. Taxes; Foreign Lenders
	 	 	30	 
	 
	 	 	 	 
	Article IV. Yield Protection, Etc.
	 	 	33	 
	 
	 	 	 	 
	Section 4.1. Additional Costs; Capital Adequacy
	 	 	33	 
	Section 4.2. Suspension of LIBOR Loans
	 	 	34	 
	Section 4.3. Illegality
	 	 	34	 
	Section 4.4. Compensation
	 	 	35	 
	Section 4.5. Treatment of Affected Loans
	 	 	35	 
	Section 4.6. Affected Lenders
	 	 	36	 
	Section 4.7. Change of Lending Office
	 	 	36	 
	Section 4.8. Assumptions Concerning Funding of LIBOR Loans
	 	 	36	 
	 
	 	 	 	 
	Article V. Conditions Precedent
	 	 	37	 
	 
	 	 	 	 
	Section 5.1. Initial Conditions Precedent
	 	 	37	 
	Section 5.2. Conditions Precedent to the Loans
	 	 	39	 
	 
	 	 	 	 
	Article VI. Representations and Warranties
	 	 	40	 
	 
	 	 	 	 
	Section 6.1. Representations and Warranties
	 	 	40	 
	Section 6.2. Survival of Representations and Warranties, Etc.
	 	 	45	 
	 
	 	 	 	 
	Article VII. Affirmative Covenants
	 	 	46	 
	 
	 	 	 	 
	Section 7.1. Preservation of Existence and Similar Matters
	 	 	46	 
	Section 7.2. Compliance with Applicable Law
	 	 	46	 






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	Section 7.3. Maintenance of Property
	 	 	46	 
	Section 7.4. Conduct of Business
	 	 	46	 
	Section 7.5. Insurance
	 	 	47	 
	Section 7.6. Payment of Taxes
	 	 	47	 
	Section 7.7. Books and Records; Inspections
	 	 	47	 
	Section 7.8. Use of Proceeds
	 	 	47	 
	Section 7.9. Environmental Matters
	 	 	48	 
	Section 7.10. Further Assurances
	 	 	48	 
	Section 7.11. REIT Status
	 	 	48	 
	Section 7.12. Exchange Listing
	 	 	48	 
	 
	 	 	 	 
	Article VIII. Information
	 	 	48	 
	 
	 	 	 	 
	Section 8.1. Quarterly Financial Statements
	 	 	48	 
	Section 8.2. Year-End Statements
	 	 	49	 
	Section 8.3. Compliance Certificate
	 	 	49	 
	Section 8.4. Other Information
	 	 	49	 
	Section 8.5. Electronic Delivery of Certain Information
	 	 	51	 
	Section 8.6. Public/Private Information
	 	 	51	 
	Section 8.7. USA Patriot Act Notice; Compliance
	 	 	52	 
	Section 8.8. Qualifying Unencumbered Properties
	 	 	52	 
	 
	 	 	 	 
	Article IX. Negative Covenants
	 	 	52	 
	 
	 	 	 	 
	Section 9.1. Financial Covenants
	 	 	52	 
	Section 9.2. Indebtedness
	 	 	55	 
	Section 9.3. Liens
	 	 	55	 
	Section 9.4. Negative Pledge
	 	 	56	 
	Section 9.5. Restrictions on Intercompany Transfers
	 	 	57	 
	Section 9.6. Merger, Consolidation, Sales of Assets and Other Arrangements
	 	 	57	 
	Section 9.7. Plan Assets
	 	 	58	 
	Section 9.8. Fiscal Year
	 	 	58	 
	Section 9.9. Modifications of Organizational Documents
	 	 	58	 
	Section 9.10. Transactions with Affiliates
	 	 	59	 
	Section 9.11. Environmental Matters
	 	 	59	 
	Section 9.12. Derivatives Contracts
	 	 	59	 
	 
	 	 	 	 
	Article X. Default
	 	 	59	 
	 
	 	 	 	 
	Section 10.1. Events of Default
	 	 	59	 
	Section 10.2. Remedies Upon Event of Default
	 	 	63	 
	Section 10.3. Marshaling; Payments Set Aside
	 	 	64	 
	Section 10.4. Allocation of Proceeds
	 	 	64	 
	Section 10.5. Rescission of Acceleration by Supermajority Lenders
	 	 	65	 
	Section 10.6. Performance by Administrative Agent
	 	 	65	 
	Section 10.7. Rights Cumulative
	 	 	65	 
	 
	 	 	 	 
	Article XI. The Administrative Agent
	 	 	65	 
	 
	 	 	 	 
	Section 11.1. Appointment and Authorization
	 	 	65	 
	Section 11.2. Wells Fargo as Lender
	 	 	66	 
	Section 11.3. Approvals of Lenders
	 	 	67	 
	Section 11.4. Notice of Events of Default
	 	 	67	 
	Section 11.5. Administrative Agent’s Reliance
	 	 	67	 
	Section 11.6. Indemnification of Administrative Agent
	 	 	68	 






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	Section 11.7. Lender Credit Decision, Etc.
	 	 	69	 
	Section 11.8. Successor Administrative Agent
	 	 	69	 
	Section 11.9. Titled Agents
	 	 	70	 
	 
	 	 	 	 
	Article XII. Miscellaneous
	 	 	70	 
	 
	 	 	 	 
	Section 12.1. Notices
	 	 	70	 
	Section 12.2. Expenses
	 	 	72	 
	Section 12.3. Stamp, Intangible and Recording Taxes
	 	 	72	 
	Section 12.4. Setoff
	 	 	73	 
	Section 12.5. Litigation; Jurisdiction; Other Matters; Waivers
	 	 	73	 
	Section 12.6. Successors and Assigns
	 	 	74	 
	Section 12.7. Amendments and Waivers
	 	 	77	 
	Section 12.8. Nonliability of Administrative Agent and Lenders
	 	 	78	 
	Section 12.9. Confidentiality
	 	 	79	 
	Section 12.10. Indemnification
	 	 	80	 
	Section 12.11. Termination; Survival
	 	 	82	 
	Section 12.12. Severability of Provisions
	 	 	82	 
	Section 12.13. GOVERNING LAW
	 	 	82	 
	Section 12.14. Counterparts
	 	 	82	 
	Section 12.15. Obligations with Respect to Loan Parties
	 	 	82	 
	Section 12.16. Independence of Covenants
	 	 	83	 
	Section 12.17. Limitation of Liability
	 	 	83	 
	Section 12.18. Entire Agreement
	 	 	83	 
	Section 12.19. Construction
	 	 	83	 
	Section 12.20. Headings
	 	 	83	 






	 	 	 

	SCHEDULE I

	 	Commitments
	SCHEDULE A

	 	Acquired Assets
	SCHEDULE 1.1.

	 	Qualifying Unencumbered Properties
	SCHEDULE 6.1.(b)

	 	Ownership Structure
	SCHEDULE 6.1.(h)

	 	Litigation
	SCHEDULE 9.10.

	 	Transactions with Affiliates
	 
	 	 
	EXHIBIT A

	 	Form of Assignment and Assumption Agreement
	EXHIBIT B

	 	Form of Guaranty
	EXHIBIT C

	 	Form of Notice of Borrowing
	EXHIBIT D

	 	Form of Notice of Continuation
	EXHIBIT E

	 	Form of Notice of Conversion
	EXHIBIT F

	 	Form of Term Note
	EXHIBIT G

	 	Form of Transfer Authorizer Designation Form
	EXHIBIT H

	 	Form of Opinion of Counsel
	EXHIBIT I

	 	Form of Compliance Certificate







-iii-











 





     THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of July 1, 2011 by and among MHC
OPERATING LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Illinois
(the “Borrower”), EQUITY LIFESTYLE PROPERTIES, INC., a corporation formed under the laws of the
State of Maryland (the “Parent”), WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole
Bookrunner (the “Arranger”), each of the financial institutions initially a signatory hereto
together with their successors and assignees under Section 12.6. (the “Lenders”), BANK OF AMERICA,
N.A., as Syndication Agent (the “Syndication Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent (the “Administrative Agent”).



     WHEREAS, the Borrower intends to acquire (the “Acquisition”) certain assets set forth on
Schedule A attached hereto and assets related thereto (collectively, the “Acquired Assets”)
pursuant to that certain (a) Purchase and Sale Agreement dated May 31, 2011 (the “Property
Purchase Agreement”), by and among the entities listed as “Sellers” on the signature pages thereto
and the Borrower, as purchaser and (b)  Purchase and Sale Agreement [Home and Home Loans] dated
May 31, 2011 (the “Inventory/Loan Purchase Agreement” and collectively with the Property Purchase
Agreement, the “Purchase Agreements”), by and among MH Financial Services, L.L.C., Hometown America
Management, L.L.C., Hometown America Management, L.P. and Hometown America Management Corp., as
sellers, and Realty Systems, Inc. and the Borrower, as purchasers; and



     WHEREAS, to finance a portion of the cost of the Acquisition, the Lenders desire to make
available to the Borrower term loans in the aggregate amount of $200,000,000, on the terms and
conditions contained herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto agree as follows:



Article I. Definitions




Section 1.1. Definitions.




     In addition to terms defined elsewhere herein, the following terms shall have the following
meanings for the purposes of this Agreement:



     “Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the
Guaranty.



     “Accommodation Obligations” as applied to any Person, means any obligation, contingent or
otherwise, of that Person in respect of which that Person is liable for any Indebtedness or other
obligation or liability of another Person, including without limitation and without duplication (a)
any such Indebtedness, obligation or liability directly or indirectly guaranteed, endorsed
(otherwise than for collection or deposit in the ordinary course of business), co-made or
discounted or sold with recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising
through any agreement to purchase, repurchase or otherwise acquire such Indebtedness, obligation or
liability or any security therefor, or to provide funds for the payment or discharge thereof
(whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or
to maintain solvency, assets, level of income, or other financial condition, or to make payment
other than for value received and (b) any obligation of such Person arising through such Person’s
status as a general partner of a general or limited partnership with respect to any Indebtedness,
obligation or liability of such general or limited partnership.



 









 





     “Acquired Assets” has the meaning given that term in the first “WHEREAS” clause of this
Agreement.



     “Acquisition” has the meaning given that term in the first “WHEREAS” clause of this Agreement.



     “Additional Costs” has the meaning given that term in Section 4.1.(b).



     “Adjusted EBITDA” means, for any given period, (a) the EBITDA for such period, minus (b)
Capital Reserves.



     “Administrative Agent” means Wells Fargo Bank, National Association as contractual
representative of the Lenders under this Agreement, or any successor Administrative Agent appointed
pursuant to Section 11.8.



     “Administrative Questionnaire” means the Administrative Questionnaire completed by each Lender
and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the
Lenders from time to time.



     “Affiliate” means, with respect to a specified 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. In no event shall the Administrative Agent or any Lender be
deemed to be an Affiliate of the Borrower.



     “Agreement Date” means the date as of which this Agreement is dated.



     “Applicable Law” means all international, foreign, federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes, executive orders, 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 whether or not having the
force of law.



     “Applicable Margin” means the percentage rate set forth below corresponding to the ratio of
Total Indebtedness to Total Asset Value as determined in accordance with Section 9.1.(a):



	 	 	 	 	 
	Level	 	Ratio of Total Indebtedness to Total Asset Value	 	Applicable Margin
	1	 	Less than or equal to 0.40 to 1.00
	 	1.85%
	2	 	Greater than 0.40 to 1.00 but less than or
equal to 0.45 to 1.00
	 	1.95%
	3	 	Greater than 0.45 to 1.00 but less than or
equal to 0.50 to 1.00
	 	2.15%
	4	 	Greater than 0.50 to 1.00 but less than or
equal to 0.55 to 1.00
	 	2.40%
	5	 	Greater than 0.55 to 1.00
	 	2.80%






-2-









 





The Applicable Margin shall be determined by the Administrative Agent from time to time in
accordance with the table above, based on the range which the ratio of Total Indebtedness to Total
Asset Value as set forth in the Compliance Certificate most recently delivered by the Borrower
pursuant to Section 8.3. then falls in the table set forth above (each such range a “Level”). Any
adjustment to the Applicable Margin shall be effective as of the first day of the calendar month
immediately following the month during which the Borrower delivers to the Administrative Agent the
applicable Compliance Certificate pursuant to Section 8.3. If the Borrower fails to deliver a
Compliance Certificate pursuant to Section 8.3., the Applicable Margin shall equal the percentage
corresponding to Level 5 until the first day of the calendar month immediately following the month
that the required Compliance Certificate is delivered. Notwithstanding the foregoing, for the
period from the Effective Date through but excluding the date on which the Administrative Agent
first determines the Applicable Margin as set forth above, the Applicable Margin shall be
determined based on Level 1. Thereafter, such Applicable Margin shall be adjusted from time to
time as set forth in this definition. The provisions of this definition shall be subject to
Section 2.2.(c).




     “Approved Fund” means 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 any entity that administers or manages a
Lender.



     “Assignee” has the meaning given that term in Section 12.6.(b).



     “Assignment and Assumption” means an Assignment and Assumption Agreement among a Lender, an
Eligible Assignee and the Administrative Agent, substantially in the form of Exhibit A.



     “Attributable Indebtedness” means, on any date, without duplication, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of
such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease or similar payments under the relevant
lease or other applicable agreement or instrument that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease or other agreement or
instrument were accounted for as a Capital Lease and (c) all Synthetic Debt of such Person.



     “Bankruptcy Code” means the Bankruptcy Code of 1978, as amended.



     “Base Rate” means the LIBOR Market Index Rate; provided, that if for any reason the LIBOR
Market Index Rate is unavailable, Base Rate shall mean the per annum rate of interest equal to the
Federal Funds Rate plus one and one-half of one percent (1.50%).



     “Base Rate Loan” means any portion of a Loan bearing interest at a rate based on the Base
Rate.



     “Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section
3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.



     “Borrower” has the meaning set forth in the introductory paragraph hereof and shall include
the Borrower’s successors and permitted assigns.



     “Borrower Information” has the meaning given that term in Section 2.2.(c).



-3-









 





     “Business Day” means (a) a day of the week (but not a Saturday, Sunday or holiday) on which
the offices of the Administrative Agent in San Francisco, California are open to the public for
carrying on substantially all of the Administrative Agent’s business functions, and (b) if such day
relates to a LIBOR Loan, any such day that is also a day on which dealings in Dollars are carried
on in the London interbank market. Unless specifically referenced in this Agreement as a Business
Day, all references to “days” shall be to calendar days.



     “Capital Lease,” as applied to any Person, means any lease of any property (whether real,
personal or mixed) by that Person as lessee which, in conformity with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that Person.



     “Capital Reserves” means, for any period and with respect to any manufactured home or
recreational vehicle site which is then leased on an annual basis, an amount equal to (a) $200,
times (b) the number of days in such period, divided by (c) 365. If the term Capital Reserves is
used without reference to any specific Property, then it shall be determined on an aggregate basis
with respect to all manufactured home and recreational vehicle sites then leased on an annual basis
and the applicable Ownership Shares of all such manufactured home and recreational vehicle of all
Unconsolidated Affiliates.



     “Capitalization Rate” means six and one-half per cent (6.50%).



     “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally
guaranteed by the federal government of the United States of America or issued by an agency thereof
and backed by the full faith and credit of the United States of America, in each case maturing
within 1 year after the date of acquisition thereof; (b) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within 90 days after the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable from any two
nationally recognized rating services reasonably acceptable to the Administrative Agent; (c)
domestic corporate bonds, other than domestic corporate bonds issued by the Parent or any of its
Affiliates, maturing no more than 2 years after the date of acquisition thereof and, at the time of
acquisition, having a rating of at least A or the equivalent from two nationally recognized rating
services reasonably acceptable to the Administrative Agent; (d) variable-rate domestic corporate
notes or medium term corporate notes, other than notes issued by the Parent or any of its
Affiliates, maturing or resetting no more than 1 year after the date of acquisition thereof and
having a rating of at least AA or the equivalent from two nationally recognized rating services
reasonably acceptable to the Administrative Agent; (e) commercial paper (foreign and domestic) or
master notes, other than commercial paper or master notes issued by the Parent or any of its
Affiliates, and, at the time of acquisition, having a long-term rating of at least A or the
equivalent from a nationally recognized rating service reasonably acceptable to the Administrative
Agent and having a short-term rating of at least A-1 and P-1 from S&P and Moody’s, respectively
(or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest
rating from such other nationally recognized rating services reasonably acceptable to the
Administrative Agent); (f) domestic and Eurodollar certificates of deposit or domestic time
deposits or Eurotime deposits or bankers’ acceptances (foreign or domestic) that are issued by a
bank (i) which has, at the time of acquisition, a long-term rating of at least A or the equivalent
from a nationally recognized rating service reasonably acceptable to the Administrative Agent and
(ii) if a domestic bank, which is a member of the Federal Deposit Insurance Corporation; and (g)
overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the
foregoing types of securities or debt instruments, provided that the collateral supporting such
repurchase agreements shall have a value not less than 101% of the principal amount of the
repurchase agreement plus accrued interest.



-4-









 





     “Commitment” means, as to each Lender, such Lender’s obligation to make a Loan pursuant to
Section 2.1. in an amount up to, but not exceeding the amount set forth for such Lender on Schedule
I as such Lender’s “Commitment Amount”.



     “Compliance Certificate” has the meaning given that term in Section 8.3.



     “Continue”, “Continuation” and “Continued” each refers to the continuation of a LIBOR Loan
from one Interest Period to another Interest Period pursuant to Section 2.6.



     “Contractual Obligation,” as applied to any Person, means any provision of any Securities
issued by that Person or any indenture, mortgage, deed of trust, lease, contract, undertaking,
document or instrument to which that Person is a party or by which it or any of its properties is
bound, or to which it or any of its properties is subject (including without limitation any
restrictive covenant affecting such Person or any of its properties).



     “Control” means 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.



     “Convert”, “Conversion” and “Converted” each refers to the conversion of a Loan of one Type
into a Loan of another Type pursuant to Section 2.7.



     “Credit Event” means the making of any Loan.



     “Credit Percentage” means to each Lender, the ratio, expressed as a percentage, of (a) the
unpaid principal amount of such Lender’s Loan to (b) the aggregate unpaid principal amount of all
Loans.



     “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar Applicable Laws relating to the relief of debtors in the
United States of America or other applicable jurisdictions from time to time in effect.



     “Default” means any of the events specified in Section 10.1., whether or not there has been
satisfied any requirement for the giving of notice, the lapse of time, or both, in each case, as
set forth in such Section.



     “Defaulting Lender” means, subject to Section 3.9.(c), any Lender that (a) has failed to (i)
fund all or any portion of its Loan within 2 Business Days of the date such Loan was required to be
funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing
that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default,
shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative
Agent in writing that it does not intend to comply with its funding obligations hereunder, or has
made a public statement to that effect (unless such writing or public statement relates to such
Lender’s obligation to fund its Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together
with any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within 3 Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the
Borrower that it will



-5-









 




comply with its prospective funding obligations hereunder (provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the
Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for
it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its business or assets,
including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or
indirect parent company thereof by a Governmental Authority so long as such ownership interest does
not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States of America or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent
that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and
binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 3.9.(c)) upon delivery of written notice of such determination to the Borrower and each
Lender.




     “Derivatives Contract” means (a) any transaction (including any master agreement, confirmation
or other agreement with respect to any such transaction) now existing or hereafter entered into by
the Borrower or any of its Subsidiaries (i) which is a rate swap transaction, swap option, basis
swap, forward rate transaction, commodity swap, commodity option, forward commodity contract,
equity or equity index swap, equity or equity index option, bond or bond price or bond index swaps
or options, forward bond or forward bond price or forward bond index swaps or options, interest
rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot
contracts, credit derivative transaction, credit protection transaction, credit swap, credit
default swap, credit default option, total return swap, credit spread transaction, repurchase
transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending
transaction, weather index transaction or forward purchase or sale of a security, commodity or
other financial instrument or interest (including any option with respect to any of these
transactions), whether or not any such transactions are governed by or subject to any master
agreement or (ii) which is a type of transaction that is similar to any transaction referred to in
clause (i) above that is currently, or in the future becomes, recurrently entered into in the
financial markets (including terms and conditions incorporated by reference in such agreement) and
which is a forward, swap, future, option or other derivative on one or more rates, currencies,
commodities, equity securities or other equity instruments, debt securities or other debt
instruments, economic indices or measures of economic risk or value, or other benchmarks against
which payments or deliveries are to be made, and (b) any combination of these transactions.



     “Derivatives Support Document” means (a) any Credit Support Annex comprising part of (and as
defined in) any Specified Derivatives Contract, and (b) any document or agreement pursuant to which
cash, deposit accounts, securities accounts or similar financial asset collateral are pledged to or
made available for set-off by, a Specified Derivatives Provider, including any banker’s lien or
similar right, securing or supporting Specified Derivatives Obligation.



     “Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts,
after taking into account the effect of any legally enforceable netting agreement or provision
relating thereto, (a) for any date on or after the date such Derivatives Contracts have been
terminated or closed out, the termination amount or value determined in accordance therewith, and
(b) for any date prior to the date such Derivatives Contracts have been terminated or closed out,
the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or
more mid-market quotations or



-6-









 




estimates provided by any recognized dealer in Derivatives Contracts (which may include the
Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any of
them).




     “Designated Use Property” means a property owned and operated primarily (a) for the purpose of
leasing sites to individuals on which such individuals place manufactured homes or recreational
vehicles for the purpose of occupying such manufactured homes or recreational vehicles, (b) as a
daily stay campground, membership interest campground or park model community, or (c) for the
purpose of renting cabins, manufactured homes or recreational vehicles on such property to
individuals.



     “Designated Use Property Ownership Interests” means partnership, joint venture, membership or
other Equity Interests issued by any Person engaged primarily in the business of developing,
owning, and managing Designated Use Properties.



     “Development Activity” means construction in process, that is being performed by or at the
direction of the Borrower, any Subsidiary or any Unconsolidated Affiliate, at any Designated Use
Property that will be owned and operated by the Borrower, any Subsidiary or any Unconsolidated
Affiliate upon completion of construction, including construction in process at Designated Use
Properties not owned by the Borrower, any Subsidiary or any Unconsolidated Affiliate but which the
Borrower, any Subsidiary or any Unconsolidated Affiliate has the contractual obligation to
purchase. “Development Activity” shall not include construction in process for the purpose of
expanding Designated Use Properties owned by the Borrower, any Subsidiary or any Unconsolidated
Affiliate.



     “Dollars” or “$” means the lawful currency of the United States of America.



     “EBITDA” means, for any period and without duplication (a) Net Income for such period, plus
(b) depreciation and amortization expense and other non-cash items deducted in the calculation of
Net Income for such period, plus (c) Interest Expense deducted in the calculation of Net Income for
such period, plus (d) Income Taxes deducted in the calculation of Net Income for such period, minus
(e) the gains (and plus the charges) from extraordinary or unusual items or asset sales or
write-ups (or non-cash write-downs) or forgiveness of indebtedness included in the calculation of
Net Income, for such period, minus (f) earnings of Subsidiaries for such period distributed to
third parties, plus (g) the amount of deferred revenues less deferred expenses relating to
membership sales by the Parent and its Subsidiaries during such period deducted in the calculation
of Net Income for such period, minus (h) interest income for such period from Mezzanine Debt
Investments, plus (i) the Parent’s Ownership Share of EBITDA of its Unconsolidated Affiliates for
such period.



     “Effective Date” means the later of (a) the Agreement Date and (b) the date on which all of
the conditions precedent set forth in Section 5.1. shall have been fulfilled or waived by all of
the Lenders.



     “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and
(d) any other Person (other than a natural person) approved by the Administrative Agent (such
approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing,
“Eligible Assignee” shall not include the Parent, the Borrower, or any of the Parent’s Affiliates
or Subsidiaries.



     “Environmental Laws” means any Applicable Law relating to environmental protection or the
manufacture, storage, remediation, disposal or clean-up of Hazardous Materials including, without
limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control
Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et
seq.; regulations of the Environmental Protection Agency, any applicable rule of common law and any
judicial



-7-









 




interpretation thereof relating primarily to the environment or Hazardous Materials, and any
analogous or comparable state or local laws, regulations or ordinances that concern Hazardous
Materials or protection of the environment.




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



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



     “ERISA” means the Employee Retirement Income Security Act of 1974, as in effect from time to
time.



     “ERISA Event” means, with respect to the ERISA Group, (a) any “reportable event” as defined in
Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice
period is waived); (b) the withdrawal of a member of the ERISA Group from a Plan subject to Section
4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section
4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect
to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any
member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination
of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan or
Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due
required contributions to a Multiemployer Plan or Plan unless such failure is cured within 30 days
or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of
an application for a waiver of the minimum funding standard; (g) any other event or condition that
might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or the imposition
of liability under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA
Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of
any notice, concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of
ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status
(within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon any member of the ERISA Group or the imposition of any
Lien in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Plan is, or is
reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal
Revenue Code or Section 303 of ERISA).



     “ERISA Group” means the Parent, the Borrower, any Subsidiary and all members of a controlled
group of corporations and all trades or businesses (whether or not incorporated) under common



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control, which, together with the Borrower or any Subsidiary, are treated as a single employer
under Section 414 of the Internal Revenue Code.




     “Event of Default” means any of the events specified in Section 10.1., provided that any
requirement for notice or lapse of time (including the expiration of any applicable cure period) or
any other condition has been satisfied, in each case, as specified in such Section.



     “Excluded Subsidiary” means any Subsidiary (a) holding title to assets that are or are to
become collateral for any Non-Recourse Indebtedness of such Subsidiary and (b) that is prohibited
from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument, or
agreement evidencing such Non-Recourse Indebtedness or (ii) a provision of such Subsidiary’s
organizational documents which provision was included in such Subsidiary’s organizational documents
as a condition to the extension of such Non-Recourse Indebtedness.



     “Excluded Taxes” has the meaning given that term in Section 3.10.



     “Fair Market Value” means, (a) with respect to a security listed on a national securities
exchange or the NASDAQ National Market, the price of such security as reported on such exchange or
market by any widely recognized reporting method customarily relied upon by financial institutions
and (b) with respect to any other property, the price which could be negotiated in an arm’s-length
free market transaction, for cash, between a willing seller and a willing buyer.



     “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards
Board.



     “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for
each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal Funds brokers of recognized standing selected by the
Administrative Agent.



     “Fee Letter” means that certain fee letter dated as of June 6, 2011, by and among the Parent,
the Borrower, Wells Fargo Securities, LLC Arranger and the Administrative Agent.



     “Fees” means, without duplication, the fees and commissions provided for or referred to in
Section 3.5. and any other fees payable by the Borrower hereunder, under any other Loan Document or
under the Fee Letter.



     “Fixed Charges” means, with respect to a Person and for a given period, the sum of (a) the
Interest Expense of such Person for such period, plus (b) the aggregate of all regularly scheduled
principal payments on Indebtedness made by such Person during such period (excluding balloon,
bullet or similar payments of principal that repays such Indebtedness in full), plus (c)
the aggregate of all Preferred Dividends paid in cash by such Person during such period. The
Parent’s Ownership Share of the Fixed Charges of its Unconsolidated Affiliates will be included in
the calculation of “Fixed Charges”.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other
than that in which the Borrower is resident for tax purposes. For purposes of this definition, the
United States



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of America, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.




     “Fund” means 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 business.



     “Funds from Operations” means “Funds from Operations” as defined in, and calculated consistent
with, the White Paper on Funds from Operations dated April 2002 issued by the National Association
of Real Estate Investment Trusts, Inc., but without giving effect to any supplements, amendments or
other modifications promulgated after the Agreement Date.



     “GAAP” means generally accepted accounting principles in the United States of America set
forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The
FASB Accounting Standards Codification”) or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession in the United States of America,
which are applicable to the circumstances as of the date of determination.



     “Governmental Approvals” means all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and reports to, all Governmental Authorities.



     “Governmental Authority” means any national, state or local government (whether domestic or
foreign), any political subdivision thereof or any other governmental, quasi-governmental,
judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau,
commission, board, department or other entity (including, without limitation, the Federal Deposit
Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central
bank or any comparable authority) or any arbitrator with authority to bind a party at law.



     “Guarantor” means each of the Parent, MHC Trust and T1000 Trust.



     “Guaranty”, “Guaranteed”, “Guarantying” or to “Guarantee” as applied to any obligation means
and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection
in the ordinary course of business), directly or indirectly, in any manner, of any part or all of
such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or
not constituting a guaranty, the practical effect of which is to assure the payment or performance
(or payment of damages in the event of nonperformance) of any part or all of such obligation
whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as
lessee or lessor) of property or the purchase or sale of services primarily for the purpose of
enabling the obligor with respect to such obligation to make any payment or performance (or payment
of damages in the event of nonperformance) of or on account of any part or all of such obligation,
or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any
other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts
drawn down by beneficiaries of letters of credit, or (v) the supplying of funds to or investing in
a Person on account of all or any part of such Person’s obligation under a Guaranty of any
obligation or indemnifying or holding harmless, in any way, such Person against any part or all of
such obligation. As the context requires, “Guaranty” shall also mean the guaranty executed and
delivered pursuant to Section 5.1. and substantially in the form of Exhibit B.



     “Hazardous Materials” means all or any of the following: (a) substances that are defined or
listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous



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substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other
formulation intended to define, list or classify substances by reason of deleterious properties
such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP”
toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas,
natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes
associated with the exploration, development or production of crude oil, natural gas or geothermal
resources; (c) any flammable substances or explosive substances or any radioactive materials; (d)
asbestos in any form; and (e) electrical equipment which contains any oil or dielectric fluid
containing levels of polychlorinated biphenyls in excess of fifty parts per million.




     “Income Taxes” means all federal, state, local and foreign income and gross receipts taxes.



     “Indebtedness,” as applied to any Person (and without duplication), means all of the
following, whether or not considered indebtedness or liabilities under GAAP: (a) all indebtedness,
obligations or other liabilities (whether secured, unsecured, recourse, non-recourse, direct,
senior or subordinate) of such Person for borrowed money; (b) all indebtedness, obligations or
other liabilities of such Person evidenced by Securities or other similar instruments; (c) all
reimbursement obligations and other liabilities (contingent or otherwise) of such Person with
respect to letters of credit or banker’s acceptances issued for such Person’s account or other
similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreement
and capital maintenance agreements) for which a contingent liability exists, in each case whether
or not the same have been presented for payment; (d) net obligations under any Derivatives Contract
(which shall be deemed to have an amount equal to the Derivatives Termination Value thereof at such
time but in no event shall be less than zero); (e) all obligations of such Person to pay the
deferred purchase price of property or services; (f) all obligations of such Person in respect of
Capital Leases and all Synthetic Lease Obligations and Synthetic Debt of such Person; (g) all
Accommodation Obligations of such Person; (h) all indebtedness, obligations or other liabilities of
such Person or others secured by a Lien on any asset of such Person, whether or not such
indebtedness, obligations or liabilities are assumed by, or are a personal liability of, such
Person; and (i) ERISA obligations of such Person currently due and payable. For purposes of this
definition, (x) the amount of any Capital Lease or Synthetic Lease Obligation as of any date shall
be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date and (y)
contingent obligations of a Person in respect of Non-Recourse Exceptions shall not shall not give
rise to Indebtedness unless and until such obligations are no longer contingent.



     “Intellectual Property” has the meaning given that term in Section 6.1.(q).



     “Interest Expense” means, for any period and without duplication, total interest expense,
whether paid, accrued or capitalized (including letter of credit fees, the interest component of
Capital Leases and amortization of deferred financing costs, but excluding interest expense covered
by an interest reserve established under a loan facility) of the Parent, on a consolidated basis
and determined in accordance with GAAP.



     “Interest Period” means, with respect to each LIBOR Loan, each period commencing on the date
such LIBOR Loan is made, or in the case of the Continuation of a LIBOR Loan the last day of the
preceding Interest Period for such Loan, and ending on the numerically corresponding day in the
first, second, third or sixth calendar month thereafter, as the Borrower may select in the Notice
of Borrowing or a Notice of Continuation or Notice of Conversion, as the case may be, except that
each Interest Period that commences on the last Business Day of a calendar month (or on any day for
which there is no numerically corresponding day in the appropriate subsequent calendar month) shall
end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the
foregoing: (a) if any Interest Period would otherwise end after the Termination Date, such Interest
Period shall end on the Termination Date; and (b) each Interest Period that would otherwise end on
a day which is not a Business



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Day shall end on the immediately following Business Day (or, if such immediately following Business
Day falls in the next calendar month, on the immediately preceding Business Day).




     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.



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



     “Lender” means each financial institution from time to time party hereto as a “Lender;”
together with its respective successors and permitted assigns; provided, however, that the term
“Lender”, except as otherwise expressly provided herein, shall exclude any Lender (or its
Affiliates) in its capacity as a Specified Derivatives Provider.



     “Lending Office” means, for each Lender and for each Type of Loan, the office of such Lender
specified in such Lender’s Administrative Questionnaire or in the applicable Assignment and
Assumption, or such other office of such Lender as such Lender may notify the Administrative Agent
in writing from time to time.



     “Level” has the meaning given that term in the definition of the term “Applicable Margin.”



     “LIBOR” means, for the Interest Period for any LIBOR Loan, the rate of interest, rounded up to
the nearest whole multiple of one-hundredth of one percent (0.01%), obtained by dividing (i) the
rate of interest, rounded upward to the nearest whole multiple of one-hundredth of one percent
(0.01%), referred to as the BBA (British Bankers’ Association) LIBOR rate as set forth by any
service selected by the Administrative Agent that has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying such rate for
deposits in Dollars at approximately 11:00 a.m. Central time, two (2) Business Days prior to the
date of commencement of such Interest Period for purposes of calculating effective rates of
interest for loans or obligations making reference thereto, for an amount approximately equal to
the applicable LIBOR Loan and for a period of time approximately equal to such Interest Period
by (ii) 1 minus the stated maximum rate (stated as a decimal) of all reserves, if
any, required to be maintained with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors of the Federal
Reserve System (or against any other category of liabilities which includes deposits by reference
to which the interest rate on LIBOR Loans is determined or any applicable category of extensions of
credit or other assets which includes loans by an office of any Lender outside of the United States
of America). Any change in such maximum rate shall result in a change in LIBOR on the date on
which such change in such maximum rate becomes effective.



     “LIBOR Loan” means any portion of a Loan (other than a Base Rate Loan) bearing interest at a
rate based on LIBOR.



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     “LIBOR Market Index Rate” means, for any day, LIBOR as of that day that would be applicable
for a LIBOR Loan having a one-month Interest Period determined at approximately 11:00 a.m. Central
time for such day (or if such day is not a Business Day, the immediately preceding Business Day).
The LIBOR Market Index Rate shall be determined on a daily basis.



     “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance (including, but not limited to, easements,
rights-of-way, zoning restrictions and the like), lien (statutory or other), preference, priority
or other security agreement of any kind or nature whatsoever, including without limitation any
conditional sale or other title retention agreement, the interest of a lessor under a Capital
Lease, any financing lease having substantially the same economic effect as any of the foregoing,
and the filing of any financing statement (other than a financing statement (a) filed by a “true”
lessor pursuant to Section 9-408 of the Uniform Commercial Code or (b) the filing of which was not
authorized pursuant to Section 9-509 of the Uniform Commercial Code) naming the owner of the asset
to which such Lien relates as debtor, under the Uniform Commercial Code or other comparable law of
any jurisdiction.



     “Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.1.



     “Loan Document” means this Agreement, each Note, the Guaranty and each other document or
instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to
or relating to this Agreement (other than the Fee Letter and any Specified Derivatives Contract).



     “Loan Party” means each of the Borrower, the Parent, each other Guarantor and each other
Person who guarantees all or a portion of the Obligations and/or who pledges any collateral to
secure all or a portion of the Obligations.



     “Manufactured Home Inventory Value” means with respect to Parent and its Subsidiaries, as of
any date of determination, the lesser of (a) the total cost to the Parent or its Subsidiaries, as
applicable, of all manufactured home units, which have never been occupied (other than for short
periods in the ordinary course of the Parent’s and its Subsidiaries’ customary sales practices),
then owned by the Parent or any Subsidiary that were acquired new from the manufacturers of such
units, or from Persons who acquired such units new from such manufacturers, within the one-year
period immediately preceding the date of determination and (b) $35,000,000.



     “Material Adverse Effect” means (a) a materially adverse change in, or a materially adverse
effect on the operations, business, assets, properties, liabilities (actual or contingent), or
financial condition of the Parent, the Borrower and the other Subsidiaries taken as a whole; (b) a
material impairment of (i) the rights and remedies of the Lenders and the Administrative Agent
under any of the Loan Documents or (ii) the ability of the Parent, the Borrower or any other Loan
Party to perform its respective obligations under the Loan Documents to which such Loan Party is a
party; or (c) a materially adverse effect on the validity or enforceability of any of the Loan
Documents.



     “Mezzanine Debt Investments” mean any mezzanine or subordinated mortgage loans made by the
Borrower, any of its Subsidiaries any of its Unconsolidated Affiliates to entities that own
commercial real estate (or to Persons holding Equity Interests in such entities), which real estate
has a Fair Market Value in excess of the aggregate amount of such mortgage loans and any senior
Indebtedness secured by a Lien on such real estate on the date when such mortgage loan was made or
acquired by the Borrower, such Subsidiary or such Unconsolidated Affiliate and which has been
designated by the Parent as a “Mezzanine Debt Investment” in its most recent Compliance
Certificate; provided, however, that if any such mortgage loans are owed by a
Subsidiary or an Unconsolidated Affiliate, then the amount of



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Mezzanine Debt Investments attributable to such mortgage loans shall be limited to the Parent’s
Ownership Share of such Subsidiary or Unconsolidated Affiliate, as the case may be.




     “MHC Trust” means MHC Trust, a Maryland real estate investment trust, together with its
successors and permitted assigns.



     “Moody’s” means Moody’s Investors Service, Inc. and its successors.



     “Mortgage Receivable” means a promissory note secured by a mortgage, deed of trust, deed to
secure debt or similar security instrument made by a Person owning an interest in real estate
granting a Lien on such interest in real estate as security for the payment of Indebtedness of
which the Parent, the Borrower or another Subsidiary is the holder and retains the rights of
collection of all payments thereunder.



     “Multiemployer Plan” means at any time a multiemployer plan within the meaning of Section
4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation
to make contributions or has within the preceding six plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during such six year
period.



     “Negative Pledge” means, with respect to a given asset, any provision of a document,
instrument or agreement (other than any Loan Document or Specified Derivatives Contract) which
prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security
for Indebtedness of the Person owning such asset or any other Person; provided, however, that an
agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or
more specified ratios that limit such Person’s ability to encumber its assets but that do not
generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not
constitute a Negative Pledge.



     “Net Income” means, for any period, the net income (or loss) after Income Taxes of the Parent,
on a consolidated basis, for such period calculated in conformity with GAAP; provided, however,
that Net Income shall not include the net income (or loss) of Unconsolidated Affiliates.



     “Net Operating Income” means, for any Qualifying Unencumbered Property and for a given period,
the sum of the following (without duplication and determined on a consistent basis with prior
periods): (a) rents and other revenues received in the ordinary course from such Property
(including proceeds from rent loss or business interruption insurance but excluding pre-paid rents
and revenues and security deposits except, in each case, to the extent applied in satisfaction of
tenants’ obligations for rent) minus (b) all expenses paid (excluding interest but
including an appropriate accrual for property taxes and insurance) related to the ownership,
operation or maintenance of such Property, including but not limited to, property taxes,
assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping
expenses, marketing expenses, management fees and general and administrative expenses (including an
appropriate allocation for legal, accounting, advertising, marketing, management fees and other
expenses incurred in connection with such Property, but specifically excluding general overhead
expenses of the Parent, MHC Trust or the Borrower).



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



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     “Net Worth” means, at any time, (a) Total Asset Value minus (b) the sum, without
duplication, of (i) all Indebtedness of the Parent on a consolidated basis, plus (ii) all
other items which, in accordance with GAAP, would be included as liabilities on the liability side
of the balance sheet of the Parent, on a consolidated basis, and in any event shall include
recourse and non-recourse mortgage debt, letters of credit, purchase obligations, forward equity
sales, repurchase obligations, unsecured debt, accounts payable, lease obligations (including
ground leases) to the extent required, in accordance with GAAP, to be classified as capital leases
on the balance sheet of the Parent, guarantees of indebtedness, subordinated debt and unfunded
obligations plus (iii) the Borrower’s Ownership Share of Indebtedness of its Unconsolidated
Affiliates; provided, however, that “Total Liabilities” shall not include dividends
declared by the Parent, MHC Trust or the Borrower which are permitted under Section 9.1.(f) but not
yet paid.



     “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at
such time.



     “Non-Recourse Exceptions” means, with respect to Non-Recourse Indebtedness, exceptions for
fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities and
other circumstances customarily excluded by institutional lenders from exculpation provisions
and/or included in separate indemnification agreements in non-recourse financing of real estate.



     “Non-Recourse Indebtedness” means any single loan with respect to which recourse for payment
is limited to specific assets related to a particular Property or group of Properties encumbered by
a Lien securing such Indebtedness; provided, however, that personal recourse to the Parent, MHC
Trust, the Borrower or any Subsidiary by a holder of any such loan for Non-Recourse Exceptions
shall not, by itself, prevent such loan from being characterized as Non-Recourse Indebtedness.



     “Note” means a promissory note of the Borrower substantially in the form of Exhibit F, payable
to the order of a Lender in a principal amount equal to the original principal amount of such
Lender’s Loan.



     “Notice of Borrowing” means a notice substantially in the form of Exhibit C (or such other
form reasonably acceptable to the Administrative Agent and containing the information required in
such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.1.(b) evidencing
the Borrower’s request for the borrowing of the Loans.



     “Notice of Continuation” means a notice substantially in the form of Exhibit D (or such other
form reasonably acceptable to the Administrative Agent and containing the information required in
such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.6. evidencing the
Borrower’s request for the Continuation of a LIBOR Loan.



     “Notice of Conversion” means a notice substantially in the form of Exhibit E (or such other
form reasonably acceptable to the Administrative Agent and containing the information required in
such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.7. evidencing the
Borrower’s request for the Conversion of a Loan from one Type to another Type.



     “Obligations” means, individually and collectively: (a) the aggregate principal balance of,
and all accrued and unpaid interest on, all Loans; and (b) all other indebtedness, liabilities,
obligations, covenants and duties of the Borrower and the other Loan Parties owing to the
Administrative Agent or any Lender of every kind, nature and description, under or in respect of
this Agreement or any of the other Loan Documents, including, without limitation, the Fees and
indemnification obligations, whether direct or indirect, absolute or contingent, due or not due,
contractual or tortious, liquidated or unliquidated, and



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whether or not evidenced by any promissory note. For the avoidance of doubt, “Obligations” shall
not include Specified Derivatives Obligations.




     “OFAC” has the meaning given that term in Section 6.1.(v).



     “Ownership Share” means, except as otherwise provided in Section 1.3.(b), with respect to any
Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a
Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest
(expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) subject to
compliance with Section 8.4.(j), such Person’s relative direct and indirect economic interest
(calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in
accordance with the applicable provisions of the declaration of trust, articles or certificate of
incorporation, articles of organization, partnership agreement, joint venture agreement or other
applicable organizational document of such Subsidiary or Unconsolidated Affiliate.



     “Parent” has the meaning set forth in the introductory paragraph hereof and shall include the
Parent’s successors and permitted assigns.



     “Participant” has the meaning given that term in Section 12.6.(d).



     “Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership
dated as of March 15, 1996 for the Borrower.



     “PBGC” means the Pension Benefit Guaranty Corporation and any successor agency.



     “Permitted Liens” means, with respect to any asset or property of a Person, (a)(i) Liens
securing taxes, assessments and other charges or levies imposed by any Governmental Authority
(excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any
Environmental Laws) or (ii) the claims of materialmen, mechanics, carriers, warehousemen or
landlords for labor, materials, supplies or rentals incurred in the ordinary course of business,
which, if unpaid, might become a Lien on any properties of such Person but excluding such claims
being contested in good faith by appropriate proceedings which operate to suspend the collection
thereof and for which adequate reserves have been established on the books of such Person, in
accordance with GAAP; (b) Liens consisting of deposits or pledges made in connection with, or to
secure payment of, obligations under workers’ compensation, unemployment insurance or similar
Applicable Laws, the performance of bids, trade contracts and leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature, in the case of each of
the foregoing, in each case, incurred in the ordinary course of business and not otherwise securing
Indebtedness; (c) Liens consisting of encumbrances in the nature of zoning restrictions, easements,
and rights or restrictions of record on the use of real property, which do not materially detract
from the value of such property or impair the intended use thereof in the business of such Person;
(d) the rights of tenants under leases or subleases not interfering with the ordinary conduct of
business of such Person; and (e) Liens in favor of the Administrative Agent for its benefit and the
benefit of the Lenders and the Specified Derivatives Providers.



     “Person” means any natural person, corporation, limited partnership, general partnership,
joint stock company, limited liability company, limited liability partnership, joint venture,
association, company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.



     “Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan)
which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of



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the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the
ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the
preceding six years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a member of the ERISA
Group.




     “Post-Default Rate” means (a) with respect to any principal of any Loan that is not paid when
due, the interest rate otherwise applicable to such Loan plus an additional two percent
(2.0%) per annum and (b) with respect to any other Obligation that is not paid when due (whether at
stated maturity, by acceleration, by mandatory prepayment or otherwise), a rate per annum equal to
the Base Rate as in effect from time to time plus the Applicable Margin plus two
percent (2.0%).



     “Preferred Dividends” means, for any period and without duplication, all Restricted Payments
paid during such period on Preferred Stock issued by the Parent or any of its Subsidiaries.
Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in
Equity Interests (other than Equity Interest convertible into Indebtedness) payable to holders of
such class of Equity Interests, (b) paid or payable to the Parent or any of its Subsidiaries, or
(c) constituting or resulting in the redemption of Preferred Stock, other than scheduled
redemptions not constituting balloon, bullet or similar redemptions in full.



     “Preferred Stock” means, with respect to any Person, shares of capital stock of, or other
Equity Interests in, such Person which are entitled to preference or priority over any other
capital stock of, or other Equity Interest in, such Person in respect of the payment of dividends
or distribution of assets upon liquidation or both.



     “Principal Office” means the office of the Administrative Agent located at 608 2nd
Avenue South, 11th Floor, Minneapolis, Minnesota 55402 or any other subsequent office
that the Administrative Agent shall have specified by written notice to the Borrower and the
Lenders as the Principal Office.



     “Property” means a parcel (or group of related parcels) of real property developed (or to be
developed) by the Parent, the Borrower, any other Loan Party, any other Subsidiary or any
Unconsolidated Affiliate.



     “Purchase Agreements” has the meaning given that term in the first “WHEREAS” clause of this
Agreement.



     “Qualified Plan” means a Benefit Arrangement that is intended to be tax-qualified under
Section 401(a) of the Internal Revenue Code.



     “Qualifying Unencumbered Property” means (a) the Properties listed on Schedule 1.1. and (b)
any Property designated by Borrower from time to time pursuant to Section 8.8. which satisfies all
of the following requirements: (i) such Property is a Designated Use Property; (ii) such Property
is owned in fee simple entirely by the Borrower or any Wholly Owned Subsidiary of the Borrower;
(iii) such Property is located in a state of the United States of America, in the District of
Columbia, in Canada or in Mexico; (iv) regardless of whether such Property is owned by the Borrower
or a Wholly Owned Subsidiary of the Borrower, the Borrower has the right directly, or indirectly
through a Subsidiary, to take the following actions without the need to obtain the consent of any
Person: (A) to create Liens on such Property as security for Indebtedness of the Borrower or such
Subsidiary, as applicable, and (B) to sell, transfer or otherwise dispose of such Property; (v)
neither such Property, nor if such Property is owned by a Wholly Owned Subsidiary of the Borrower,
any of the Borrower’s direct or indirect ownership interest in such Subsidiary, is subject to (A)
any Lien other than Permitted Liens or (B) any Negative Pledge; and (vi) such Property is free of
all structural defects, title defects, environmental conditions or other adverse



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matters except for defects, conditions or matters which do not materially detract from the value of
such Property or impair the intended use thereof in the business of the applicable Qualifying
Unencumbered Property Owner. A Property (including any Property set forth on Schedule 1.1.) shall
cease to be a “Qualifying Unencumbered Property” at such time as it fails to satisfy any of the
conditions set forth in clauses (i) through (vi) of this definition. In addition, the Borrower
may, upon at least 15 Business Days prior written notice to the Administrative Agent, designate
that any Qualifying Unencumbered Property shall no longer be considered a Qualifying Unencumbered
Property (and upon such designation, such Property shall no longer be a Qualifying Unencumbered
Property).




     “Qualifying Unencumbered Property Owner” means any Subsidiary of the Parent which owns a
Qualifying Unencumbered Property.



     “Recourse Indebtedness” means, with respect to any Person, Indebtedness which is not
Non-Recourse Indebtedness.



     “Register” has the meaning given that term in Section 12.6.(c).



     “Regulatory Change” means, with respect to any Lender, any change effective after the
Agreement Date in Applicable Law (including without limitation, Regulation D of the Board of
Governors of the Federal Reserve System) or the adoption or making after such date of any
interpretation, directive or request applying to a class of banks, including such Lender, of or
under any Applicable Law (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful) by any Governmental Authority or monetary authority charged
with the interpretation or administration thereof or compliance by any Lender with any request or
directive regarding capital adequacy. Notwithstanding anything herein to the contrary, (a) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory
Change”, regardless of the date enacted, adopted or issued.



     “REIT” means a Person qualifying for treatment as a “real estate investment trust” under the
Internal Revenue Code.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



     “Requisite Lenders” means, as of any date, Lenders holding more than 50.0% of the principal
amount of the aggregate outstanding Loans; provided that (i) in determining such percentage at any
given time, all then existing Defaulting Lenders will be disregarded and excluded, and (ii) at all
times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term
“Requisite Lenders” shall in no event mean less than two Lenders.



     “Responsible Officer” means with respect to the Parent, the Borrower or any Subsidiary, the
chief executive officer, the president, the chief financial officer, any senior vice president, any
executive vice president and any vice president of the Parent, the Borrower or such Subsidiary.



     “Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on
account of any Equity Interest of the Parent, the Borrower, or any other Subsidiary now or
hereafter outstanding, except a dividend or other distributions payable solely in shares of that
class of Equity Interests to the holders of that class; (b) any redemption, conversion, exchange,
retirement, sinking fund or similar



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payment, purchase or other acquisition for value, direct or indirect, of any shares of any Equity
Interest of the Parent, the Borrower or any other Subsidiary now or hereafter outstanding, except
any redemption, repurchase, conversion or exchange of shares of any class payable solely in common
stock of such entity; and (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire any Equity Interests of the Parent, the
Borrower or any other Subsidiary now or hereafter outstanding.




     “Revolving Credit Agreement” means that certain Amended and Restated Credit Agreement dated as
of May 19, 2011 by and among the Borrower, the financial institutions party thereto, Wells Fargo
Bank, as administrative agent, and the other parties thereto.



     “Revolving Credit Agreement Lender” means a “Lender” under and as defined in the Revolving
Credit Agreement.



     “Revolving Loan Documents” means the “Loan Documents” as defined under the Revolving Credit
Agreement.



     “Secured Debt” means Indebtedness, the payment of which is secured by a Lien on any property;
provided, however, that, except for the purposes of the representation contained in
the last sentence of Section 6.1.(g) any Indebtedness that is secured only by a pledge of Equity
Interests shall not be considered to be Secured Debt.



     “Securities” means any stock, partnership interests, shares, shares of beneficial interest,
voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities,” or any certificates of interest, shares, or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire
any of the foregoing, but shall not include any evidence of the Obligations.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, together with
all rules and regulations issued thereunder.



     “Solvent” means, when used with respect to any Person, that (a) the fair value and the fair
salable value of its assets (taken as a going concern) are each in excess of the fair valuation of
its total liabilities (including all contingent liabilities computed at the amount which, in light
of all facts and circumstances existing at such time, represents the amount that could reasonably
be expected to become an actual and matured liability); (b) such Person is generally able to pay
its debts or other obligations in the ordinary course as they mature; and (c) such Person has
capital not unreasonably small to carry on its business and all business in which it proposes to be
engaged.



     “Specified Derivatives Contract” means any Derivatives Contract, together with any Derivatives
Support Document relating thereto, that is made or entered into at any time, or in effect at any
time now or hereafter, whether as a result of an assignment or transfer or otherwise, between the
Parent, the Borrower, any other Loan Party or any other Subsidiary and any Specified Derivatives
Provider.



     “Specified Derivatives Obligations” means all indebtedness, liabilities, obligations,
covenants and duties of the Parent, the Borrower, any other Loan Party or any other Subsidiary
under or in respect of any Specified Derivatives Contract, whether direct or indirect, absolute or
contingent, due or not due, liquidated or unliquidated, and whether or not evidenced by any written
confirmation.



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     “Specified Derivatives Provider” means any Lender, or any Affiliate of a Lender that is a
party to a Derivatives Contract at the time such Derivatives Contract is entered into.



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.
and its successors.



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



     “Supermajority Lenders” means, as of any date, Lenders holding more than 60.0% of the
principal amount of the aggregate outstanding Loans; provided that (i) in determining such
percentage at any given time, all then existing Defaulting Lenders will be disregarded and
excluded, and (ii) at all times when two or more Lenders (excluding Defaulting Lenders) are party
to this Agreement, the term “Supermajority Lenders” shall in no event mean less than two Lenders.



     “Synthetic Debt” means, with respect to any Person as of any date of determination thereof,
all obligations of such Person in respect of transactions entered into by such Person that are
intended to function primarily as a borrowing of funds (including any minority interest
transactions that function primarily as a borrowing) but are not otherwise included in the
definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and
its Subsidiaries in accordance with GAAP.



     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession
of property (including sale and leaseback transactions), in each case, creating obligations that do
not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief
Laws to such Person, would be characterized as the indebtedness of such Person (without regard to
accounting treatment).



     “T1000 Trust” means MHC T1000 Trust, a Maryland real estate investment trust, together with
its successors and permitted assigns.



     “Taxes” has the meaning given that term in Section 3.10.



     “Termination Date” means June 30, 2017.



     “Titled Agent” has the meaning given that term in Section 11.9.



     “Total Asset Value” means, as of any date of determination and without duplication, the sum of
(a)(i)(x) EBITDA attributable to Properties owned by the Borrower or any of its Subsidiaries
(determined in a manner reasonably acceptable to the Administrative Agent) for any period of 12
consecutive calendar months ending during the term of this Agreement plus (y) the Parent’s
Ownership Share of EBITDA





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attributable to Properties owned by Unconsolidated Affiliates (determined in a manner reasonably
acceptable to the Administrative Agent) for such period, divided by (ii) the Capitalization Rate,
plus (b) the purchase price paid by the Borrower, any of its Subsidiaries or any of its
Unconsolidated Affiliates (less any amounts paid to the Borrower, such Subsidiary or such
Unconsolidated Affiliate as a purchase price adjustment, held in escrow, retained as a contingency
reserve, or in connection with other similar arrangements) for any Property (other than Unimproved
Land) acquired by the Borrower, such Subsidiary or such Unconsolidated Affiliate during any such
period of 12 consecutive calendar months, limited in the case of an Unconsolidated Affiliate, to
the Parent’s Ownership Share of the amounts referred to in this clause (b), plus (c) the value of
all unrestricted cash and Cash Equivalents then owned by the Parent, the Borrower and their
respective Subsidiaries plus (d) Parent’s Ownership Share of all unrestricted cash and Cash
Equivalents of its Unconsolidated Affiliates, plus (e) Manufactured Home Inventory Value, at such
time, plus (f) the GAAP book value of all Mezzanine Debt Investments (i) for which payments by the
obligor thereof are not more than 90 days past due and (ii) the obligor of which is not subject to
any proceeding of the types described in Section 10.1.(e) or 10.1.(f). EBITDA attributable to
Properties acquired or disposed of by the Borrower or any of its Subsidiaries or Unconsolidated
Affiliates during any applicable period of 12 consecutive calendar months shall be excluded when
determining EBITDA for purposes of the immediately preceding clause (a).




     “Total Indebtedness” means all Indebtedness of the Parent and its Subsidiaries, determined on
a consolidated basis, plus the Parent’s Ownership Share of all Indebtedness of its Unconsolidated
Affiliates.



     “Transfer Authorizer Designation Form” means a form substantially in the form of Exhibit G to
be delivered to the Administrative Agent pursuant to Section 5.1., as the same may be amended,
restated or modified from time to time with the prior written approval of the Administrative Agent.



     “Type” with respect to any Loan, refers to whether such Loan or portion thereof is a LIBOR
Loan or a Base Rate Loan.



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



     “Unencumbered Net Operating Income” means for any fiscal quarter, Net Operating Income for
such period from each Qualifying Unencumbered Property. Notwithstanding the foregoing, for
purposes of determining Unencumbered Net Operating Income, to the extent the amount of the Net
Operating Income attributable to Qualifying Unencumbered Properties located in Canada and Mexico
exceeds 20% of Unencumbered Net Operating Income, such excess shall be excluded.



     “Unimproved Land” means, as of any date, land on which no development (other than improvements
that are not material and that are temporary in nature) has occurred and for which no development
is scheduled in the 12 months following such date.



     “Unsecured Debt” means, as of any date of determination and without duplication, all
Indebtedness of the Parent, the Borrower or any Wholly Owned Subsidiary, which is not Secured Debt,
but in any event shall exclude (a) all accounts payable of the Parent, the Borrower or any Wholly
Owned Subsidiary incurred in the ordinary course of business, (b) all advance rents received and
(c) all accrued interest payable.



     “Unsecured Interest Expense” means Interest Expense payable in respect of Unsecured Debt.



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     “Wells Fargo” means Wells Fargo Bank, National Association, and its successors and assigns.



     “Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the
Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are at
the time directly or indirectly owned or controlled by such Person or one or more other
Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.



     “Withdrawal Liability” means any liability as a result of a complete or partial withdrawal
from a Multiemployer Plan as such terms are defined in Part I of Subtitle E of Title IV of ERISA.



Section 1.2. General; References to Central time.




     Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted
or determined in accordance with GAAP as in effect from time to time; provided that, if at any time
any change in GAAP would affect the computation of any financial ratio or requirement (including in
any affirmative or negative covenant) set forth in any Loan Document, and either the Borrower or
the Requisite 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 Requisite Lenders);
provided further 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 Parent 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; provided, further, to the extent that any change in GAAP after the Agreement Date results in
leases which are, or would have been, classified as operating leases under GAAP as it exists on the
Agreement Date being classified as Capital Leases under GAAP as revised, such change in
classification of leases from operating leases to Capital Leases shall be disregarded for purposes
of this Agreement. Notwithstanding the preceding sentence, the calculation of liabilities shall
not include any fair value adjustments to the carrying value of liabilities to record such
liabilities at fair value pursuant to electing the fair value option election under FASB ASC
825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial
Liabilities) or other FASB standards allowing entities to elect fair value option for financial
liabilities, and the effects of FAS 141(R) in respect of fees and expenses in connection with a
business combination shall be disregarded. References in this Agreement to “Sections”, “Articles”,
“Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto
unless otherwise indicated. References in this Agreement to any document, instrument or agreement
(a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all
documents, instruments or agreements issued or executed in replacement thereof, to the extent
permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or
predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to
the extent not otherwise stated herein or prohibited hereby and in effect at any given time.
Wherever from the context it appears appropriate, each term stated in either the singular or plural
shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter
gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to
the contrary, a reference to “Subsidiary” means a Subsidiary of the Parent or a Subsidiary of such
Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate of the Borrower.
Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for
convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise
indicated, all references to time are references to Central time.




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Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.




     Except as otherwise expressly provided herein, when determining compliance by the Parent or
the Borrower with any financial covenant contained in any of the Loan Documents (a) only the
Ownership Share of the Parent or the Borrower, as applicable, of the financial attributes of a
Subsidiary that is not a Wholly Owned Subsidiary shall be included and (b) the Parent’s Ownership
Share of the Borrower shall be deemed to be 100.0%.



Article II. Credit Facility




Section 2.1. Loans.




     (a) Making of Loans. Subject to the terms and conditions hereof, on the Effective
Date, each Lender severally and not jointly agrees to make a Loan to the Borrower in the aggregate
principal amount equal to the amount of such Lender’s Commitment. Upon funding of the Loans, the
Commitments shall terminate.



     (b) Requests for Loans. Not later than 12:00 p.m. Central time at least 1 Business
Day prior to the anticipated Effective Date, the Borrower shall give the Administrative Agent
notice pursuant to the Notice of Borrowing of the borrowing of the Loans. Such notice shall be
irrevocable once given and binding on the Borrower.



     (c) Funding of Loans. Promptly after receipt of the Notice of Borrowing under the
immediately preceding subsection (b), the Administrative Agent shall notify each Lender of the
proposed borrowing. Each Lender shall deposit an amount equal to the Loan to be made by such
Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately
available funds, not later than 11:00 a.m. Central time on the Effective Date. Subject to
fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make
available to the Borrower in the account specified in the Transfer Authorizer Designation Form, not
later than 2:00 p.m. Central time on the Effective Date, the proceeds of such amounts received by
the Administrative Agent. The Borrower may not reborrow any portion of the Loans once repaid.



Section 2.2. Rates and Payment of Interest on Loans.




     (a) Rates. The Borrower promises to pay to the Administrative Agent for the account
of each Lender interest on the unpaid principal amount of the Loan made by such Lender for the
period from and including the date of the making of such Loan to but excluding the date such Loan
shall be paid in full, at the following per annum rates:




     (i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in
effect from time to time), plus the Applicable Margin; and




     (ii) during such periods as such Loan is a LIBOR Loan, at LIBOR for such Loan for the
Interest Period therefor, plus the Applicable Margin.



Notwithstanding the foregoing, while an Event of Default exists, the Borrower shall pay to the
Administrative Agent for the account of each Lender, interest at the Post-Default Rate on the
outstanding principal amount of the Loan made by such Lender and on any other amount payable by the
Borrower hereunder or under the Note held by such Lender to or for the account of such Lender
(including without limitation, accrued but unpaid interest to the extent permitted under Applicable
Law); provided, however, except in the case of a Default or Event of Default under
Section 10.1.(a)(in which event the following




-23-









 








notice shall not be required), the Borrower shall not be required to pay interest at the
Post-Default Rate unless the Administrative Agent, at the direction of the Requisite Lenders, shall
have notified the Borrower that interest shall be payable at the Post-Default Rate.




     (b) Payment of Interest. All accrued and unpaid interest on the outstanding principal
amount of each Loan shall be payable (i) monthly in arrears on the first day of each month,
commencing with the first full calendar month occurring after the Effective Date and (ii) on any
date on which the principal balance of such Loan is due and payable in full (whether at maturity,
due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from
time to time on demand. All determinations by the Administrative Agent of an interest rate
hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent
manifest error.



     (c) Borrower Information Used to Determine Applicable Interest Rates. The parties
understand that the applicable interest rate for the Obligations and certain fees set forth herein
may be determined and/or adjusted from time to time based upon certain financial ratios and/or
other information to be provided or certified to the Lenders by the Borrower (the “Borrower
Information”). If it is subsequently determined that any such Borrower Information was incorrect
(for whatever reason, including without limitation because of a subsequent restatement of earnings
by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable
interest rate or fees calculated for any period were lower than they should have been had the
correct information been timely provided, then, such interest rate and such fees for such period
shall be automatically recalculated using correct Borrower Information. The Administrative Agent
shall promptly notify the Borrower in writing of any additional interest and fees due because of
such recalculation, and the Borrower shall pay such additional interest or fees due to the
Administrative Agent, for the account of each Lender, within 5 Business Days of receipt of such
written notice. Any recalculation of interest or fees required by this provision shall survive the
termination of this Agreement, and this provision shall not in any way limit any of the
Administrative Agent’s or any Lender’s other rights under this Agreement.



Section 2.3. Number of Interest Periods.




     There may be no more than 5 different Interest Periods for LIBOR Loans outstanding at the same
time.



Section 2.4. Repayment of Loans.




     The Borrower shall repay the entire outstanding principal amount of, and all accrued but
unpaid interest on, the Loans on the Termination Date.



Section 2.5. Prepayments.




     (a) Generally. Except as otherwise provided in the immediately following subsection
and subject to Section 4.4., the Borrower may prepay any Loan at any time without premium or
penalty. The Borrower shall give the Administrative Agent at least 3 Business Days prior written
notice of the prepayment of any Loan. Each such notice of prepayment shall be irrevocable;
provided, that such notice of repayment in connection with a refinancing of the entire outstanding
principal amount of, and all accrued but unpaid interest on, the Loans may be contingent upon the
closing of such refinancing. Each voluntary prepayment of Loans shall be in an aggregate minimum
amount of $100,000 and integral multiples of $25,000 in excess thereof or the aggregate outstanding
principal amount of the Loans.



     (b) Prepayment Premium. During the periods set forth below, the Borrower may only
prepay the Loans, in whole or in part, at the prices (expressed as percentages of principal amount
of the Loans to



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be prepaid) set forth below, plus accrued and unpaid interest, if any, to (but not including) the
date of prepayment:




	 	 	 	 	 
	Period	 	Percentage
	Effective Date to and including July 1, 2014
	 	 	102.00	%
	All times after July 1, 2014
	 	 	100.00	%






The Borrower acknowledges and agrees that the amount payable by it in connection with the
prepayment of the Loans is a reasonable calculation of the Lenders’ lost profits in view of the
difficulties and impracticality of determining actual damages resulting from the prepayment of the
Loans.




Section 2.6. Continuation.




     So long as no Event of Default exists, the Borrower may on any Business Day, with respect to
any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by
selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in
an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that
amount, and each new Interest Period selected under this Section shall commence on the last day of
the immediately preceding Interest Period. Each selection of a new Interest Period shall be made
by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 12:00
p.m. Central time on the third Business Day prior to the date of any such Continuation. Such
notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar
form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of
such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation and (c)
the duration of the selected Interest Period, all of which shall be specified in such manner as is
necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of
Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after
receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the
proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest
Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the
last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period
of one month; provided, however that if an Event of Default exists, such Loan will automatically,
on the last day of the current Interest Period therefor, Convert into a Base Rate Loan
notwithstanding the first sentence of Section 2.7. or the Borrower’s failure to comply with any of
the terms of such Section.



Section 2.7. Conversion.




     The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to
the Administrative Agent by telecopy, electronic mail or other similar form of communication,
Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, a
Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists.
Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of
$1,000,000 and integral multiples of $100,000 in excess of that amount. Each Notice of Conversion
shall be given not later than 12:00 p.m. Central time 3 Business Days prior to the date of any
proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent
shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above,
each Notice of Conversion shall be by telecopy, electronic mail or other similar form of
communication in the form of a Notice of Conversion specifying (a) the requested date of such
Conversion, (b) the Type of Loan to be Converted, (c) the portion of such




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Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if
such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan.
Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.




Section 2.8. Notes.




     (a) Notes. Except in the case of a Lender that has requested not to receive a Note,
the Loan made by each Lender shall, in addition to this Agreement, also be evidenced by a Note,
payable to the order of such Lender in a principal amount equal to the amount of its Commitment as
originally in effect and otherwise duly completed (or if such Lender was not a Lender on the
Effective Date, in a principal amount equal to the initial principal amount of the Loan of such
Lender).



     (b) Records. The date, amount, interest rate, Type and duration of Interest Periods
(if applicable) of the Loan made by each Lender to the Borrower, and each payment made on account
of the principal thereof, shall be recorded by such Lender on its books and such entries shall be
binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender
to make any such record shall not affect the obligations of the Borrower under any of the Loan
Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of
accounts maintained by the Administrative Agent pursuant to Section 3.8., in the absence of
manifest error, the statements of account maintained by the Administrative Agent pursuant to
Section 3.8. shall be controlling.



     (c) Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i)
written notice from a Lender that the Note of such Lender has been lost, stolen, destroyed or
mutilated, and (ii)(A) in the case of loss, theft or destruction, an unsecured agreement of
indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of
mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense
execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or
mutilated Note.



Section 2.9. Funds Transfer Disbursements.




     (a) Generally. The Borrower hereby authorizes the Administrative Agent to disburse
the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan
Documents as requested by an authorized representative of the Borrower to any of the accounts
designated in the Transfer Authorizer Designation Form. The Borrower agrees to be bound by any
transfer request: (i) authorized or transmitted by the Borrower; or (ii) made in the Borrower’s
name and accepted by the Administrative Agent in good faith and in compliance with these transfer
instructions, even if not properly authorized by the Borrower. The Borrower further agrees and
acknowledges that the Administrative Agent may rely solely on any bank routing number or
identifying bank account number or name provided by the Borrower to effect a wire of funds transfer
even if the information provided by the Borrower identifies a different bank or account holder than
named by the Borrower. The Administrative Agent is not obligated or required in any way to take
any actions to detect errors in information provided by the Borrower. If the Administrative Agent
takes any actions in an attempt to detect errors in the transmission or content of transfer
requests or takes any actions in an attempt to detect unauthorized funds transfer requests, the
Borrower agrees that no matter how many times the Administrative Agent takes these actions the
Administrative Agent will not in any situation be liable for failing to take or correctly perform
these actions in the future and such actions shall not become any part of the transfer disbursement
procedures authorized under this provision, the Loan Documents, or any agreement between the
Administrative Agent and the Borrower. The Borrower agrees to notify the Administrative Agent of
any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer
requests within 14 days after the Administrative Agent’s confirmation to the Borrower of such
transfer.



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     (b) Funds Transfer. The Administrative Agent will, in its sole discretion, determine
the funds transfer system and the means by which each transfer will be made. The Administrative
Agent may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the
terms of this authorization; (ii) require use of a bank unacceptable to the Administrative Agent or
any Lender or prohibited by any Governmental Authority; (iii) cause the Administrative Agent or any
Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or
(iv) otherwise cause the Administrative Agent or any Lender to violate any Applicable Law or
regulation.



     (c) Limitation of Liability. None of the Administrative Agent or the Lenders shall be
liable to the Borrower or any other parties for (i) errors, acts or failures to act of others,
including other entities, banks, communications carriers or clearinghouses, through which the
Borrower’s transfers may be made or information received or transmitted, and no such entity shall
be deemed an agent of the Administrative Agent or any Lender, (ii) any loss, liability or delay
caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of
government, labor disputes, failures in communications networks, legal constraints or other events
beyond the control of the Administrative Agent and the Lenders, or (iii) any special,
consequential, indirect or punitive damages, whether or not (x) any claim for these damages is
based on tort or contract or (y) the Administrative Agent, any Lender or the Borrower knew or
should have known the likelihood of these damages in any situation. None of the Administrative
Agent or the Lenders makes any representations or warranties other than those expressly made in
this Agreement.



Article III. Payments, Fees and Other General Provisions




Section 3.1. Payments.




     (a) Payments by Borrower. Except to the extent otherwise provided herein, all
payments of principal, interest, Fees and other amounts to be made by the Borrower under this
Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available
funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal
Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have been made on the next
succeeding Business Day). Subject to Section 10.4., the Borrower shall, at the time of making each
payment under this Agreement or any other Loan Document, specify to the Administrative Agent the
amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment
received by the Administrative Agent for the account of a Lender under this Agreement or any Note
shall be paid promptly to such Lender by wire transfer of immediately available funds in accordance
with the wiring instructions provided by such Lender to the Administrative Agent from time to time,
for the account of such Lender at the applicable Lending Office of such Lender. In the event the
Administrative Agent fails to pay such amounts to such Lender within one Business Day of receipt of
such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per
annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment
under this Agreement or any other Loan Document would otherwise fall on a day which is not a
Business Day such date shall be extended to the next succeeding Business Day and interest shall
continue to accrue at the rate, if any, applicable to such payment for the period of such
extension.



     (b) Presumptions Regarding Payments by Borrower. 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 hereunder 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 (but shall not be obligated to), in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such
payment, then each Lender severally agrees to repay to the Administrative Agent on demand that
amount so distributed to such Lender, with interest thereon, for each day from and including the
date such amount



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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.




Section 3.2. Pro Rata Treatment.




     Except to the extent otherwise provided herein: (a) the making of the Loans by the Lenders
under Section 2.1.(a) shall be made by the Lenders pro rata according to the amount of their
respective Commitments; (b) each payment or prepayment of principal of the Loans shall be made for
the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of
the Loans held by them; (c) each payment of interest on the Loans shall be made for the account of
the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable
to the respective Lenders; and (d) the Conversion and Continuation of Loans of a particular Type
(other than Conversions provided for by Section 4.1.) shall be made pro rata among the Lenders
according to the principal amounts of their respective Loans and the then current Interest Period
for each Lender’s portion of each Loan of such Type shall be coterminous.



Section 3.3. Sharing of Payments, Etc.




     If a Lender shall obtain payment of any principal of, or interest on, its Loan made by it to
the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the
Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien,
counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or
other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than
any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of
this Agreement and such payment should be distributed to the Lenders in accordance with Section
3.2. or Section 10.4., as applicable, such Lender shall promptly purchase from the other Lenders
participations in (or, if and to the extent specified by such Lender, direct interests in) the
Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts,
and make such other adjustments from time to time as shall be equitable, to the end that all the
Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually
be incurred by such Lender in obtaining or preserving such benefit) in accordance with the
requirements of Section 3.2. or Section 10.4., as applicable. To such end, all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations sold or otherwise)
if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so
purchasing a participation (or direct interest) in the Loans or other Obligations owed to such
other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights
with respect to such participation as fully as if such Lender were a direct holder of Loans in the
amount of such participation. Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise and retain the benefits of
exercising, any such right with respect to any other indebtedness or obligation of the Borrower.



Section 3.4. Several Obligations.




     No Lender shall be responsible for the failure of any other Lender to make a Loan or to
perform any other obligation to be made or performed by such other Lender hereunder, and the
failure of any Lender to make a Loan or to perform any other obligation to be made or performed by
it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform
any other obligation to be made or performed by such other Lender.



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Section 3.5. Fees.




     (a) Closing Fee. On the Effective Date, the Borrower agrees to pay to the
Administrative Agent and each Lender all loan fees as have been agreed to in writing by the
Borrower and the Administrative Agent, which are then due and payable.



     (b) Administrative and Other Fees. The Borrower agrees to pay the administrative and
other fees of the Administrative Agent and the Arranger as provided in the Fee Letter and as may be
otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.



Section 3.6. Computations.




     Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or any
other Obligations due hereunder shall be computed on the basis of a year of 365 or 366 days (as
applicable) and the actual number of days elapsed; provided, however, any accrued interest on any
LIBOR Loan or any Fees shall be computed on the basis of a year of 360 days and the actual number
of days elapsed.



Section 3.7. Usury.




     In no event shall the amount of interest due or payable on the Loans or other Obligations
exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by
the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be
credited as a payment of principal, unless the Borrower shall notify the respective Lender in
writing that the Borrower elects to have such excess sum returned to it forthwith. It is the
express intent of the parties hereto that the Borrower not pay and the Lenders not receive,
directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully
paid by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the
only charge imposed upon the Borrower for the use of money in connection with this Agreement is and
shall be the interest specifically described in Section 2.2.(a)(i) and (ii). Notwithstanding the
foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees,
closing fees, facility fees, prepayment premiums, underwriting fees, default charges, funding or
“breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and
expenses paid by the Administrative Agent or any Lender to third parties or for damages incurred by
the Administrative Agent or any Lender, in each case, in connection with the transactions
contemplated by this Agreement and the other Loan Documents, are charges made to compensate the
Administrative Agent or any such Lender for underwriting or administrative services and costs or
losses performed or incurred, and to be performed or incurred, by the Administrative Agent and the
Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges
for the use of money. All charges other than charges for the use of money shall be fully earned
and nonrefundable when due.



Section 3.8. Statements of Account.




     The Administrative Agent will account to the Borrower monthly with a statement of Loans,
accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan
Documents, and such account rendered by the Administrative Agent shall be deemed conclusive upon
the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a
statement of accounts shall not relieve or discharge the Borrower from any of its obligations
hereunder.



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Section 3.9. Defaulting Lenders.




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



     (a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove
any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in
the definition of Requisite Lenders.



     (b) Defaulting Lender Waterfall. Any payment of principal, interest, Fees or other
amounts received by the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article X. or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 3.3. shall be applied at such
time or times as may be determined by the Administrative Agent as follows: first, to the
payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, as the Borrower may request (so long as no Default or Event of Default exists), to
the funding of the Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; third, to
the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or
Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any
judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
fifth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any
Loans, in respect of which such Defaulting Lender has not fully funded its appropriate share, and
(y) such Loans were made at a time when the conditions set forth in Article V. were satisfied or
waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a
pro rata basis prior to being applied to the payment of the Loan of such Defaulting Lender until
such time as all Loans are held by the Lenders pro rata in accordance with their respective Credit
Percentages). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and
each Lender irrevocably consents hereto.



     (c) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in
writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
that Lender will take such actions as the Administrative Agent may determine to be necessary to
cause the Loans to be held pro rata by the Lenders in accordance with their respective Credit
Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to Fees accrued or payments made by or on
behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.



Section 3.10. Taxes; Foreign Lenders.




     (a) Taxes Generally. All payments by the Borrower of principal of, and interest on,
the Loans and all other Obligations shall be made free and clear of and without deduction for any
present or



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future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions,
withholdings or other charges of any nature whatsoever imposed by any taxing authority, but
excluding the following (collectively, “Excluded Taxes”): (i) franchise taxes, (ii) any taxes
(other than withholding taxes) that would not be imposed but for a connection between the
Administrative Agent or a Lender and the jurisdiction imposing such taxes (other than a connection
arising solely by virtue of the activities of the Administrative Agent or such Lender pursuant to
or in respect of this Agreement or any other Loan Document), (iii) any taxes imposed on or
measured by any Lender’s assets, net income, receipts or branch profits, (iv) any taxes arising
after the Agreement Date solely as a result of or attributable to a Lender changing its designated
Lending Office after the date such Lender becomes a party hereto, (v) any taxes imposed by Sections
1471 through Section 1474 of the Internal Revenue Code (including any official interpretations
thereof, collectively “FATCA”) on any “withholdable payment” payable to such recipient as a result
of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA after
December 31, 2012 and (vi) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 4.6.), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new
lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a
result of a Regulatory Change) to comply with Section 3.10.(c), 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 3.10.(c) (all excise, stamp or other taxes, fees, duties,
levies, imposts, charges, deductions, withholdings or other charges other than Excluded Taxes,
being collectively called “Taxes”). If any withholding or deduction from any payment to be made by
the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the
Borrower will:





     (i) pay directly to the relevant Governmental Authority the full amount required to be
so withheld or deducted;




     (ii) promptly forward to the Administrative Agent an official receipt or other
documentation satisfactory to the Administrative Agent evidencing such payment to such
Governmental Authority; and




     (iii) pay to the Administrative Agent for its account or the account of the applicable
Lender such additional amount or amounts as is necessary to ensure that the net amount
actually received by the Administrative Agent or such Lender will equal the full amount that
the Administrative Agent or such Lender would have received had no such withholding or
deduction been required.



     (b) Tax Indemnification. If the Borrower fails to pay any Taxes when due to the
appropriate Governmental Authority or fails to remit to the Administrative Agent, for its account
or the account of the respective Lender, as the case may be, the required receipts or other
required documentary evidence, the Borrower shall indemnify the Administrative Agent and the
Lenders for any incremental Taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure. For purposes of this Section,
a distribution hereunder by the Administrative Agent or any Lender to or for the account of any
Lender shall be deemed a payment by the Borrower.



     (c) Tax Forms. Prior to the date that any Lender or Participant organized under the
laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes
a party hereto, such Person shall deliver to the Borrower and the Administrative Agent such
certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury
Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as
applicable, or appropriate successor forms), properly completed, currently effective and duly
executed by such Lender or Participant



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establishing that payments to it hereunder and under the Notes are (i) not subject to United States
Federal backup withholding tax and (ii) not subject to United States Federal withholding tax under
the Internal Revenue Code. Each such Lender or Participant shall, to the extent it may lawfully do
so, (x) deliver further copies of such forms or other appropriate certifications on or before the
date that any such forms expire or become obsolete and after the occurrence of any event requiring
a change in the most recent form delivered to the Borrower or the Administrative Agent and (y)
obtain such extensions of the time for filing, and renew such forms and certifications thereof, as
may be reasonably requested by the Borrower or the Administrative Agent. The Borrower shall not be
required to pay any amount pursuant to the last sentence of subsection (a) above to any Lender or
Participant that is organized under the laws of a jurisdiction other than that in which the
Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the
laws of a jurisdiction outside of the United States of America, if such Lender, such Participant or
the Administrative Agent, as applicable, fails to comply with the requirements of this subsection.
If any such Lender or Participant, to the extent it may lawfully do so, fails to deliver the above
forms or other documentation, then the Administrative Agent may withhold from such payment to such
Lender such amounts as are required by the Internal Revenue Code. If any Governmental Authority
asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may
be, any tax or other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section,
and costs and expenses (including all reasonable fees and disbursements of any law firm or other
external counsel and the allocated cost of internal legal services and all disbursements of
internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section
shall survive the termination of the Commitments, repayment of all Obligations and the resignation
or replacement of the Administrative Agent.




     (d) Refunds. If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any 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
3.10., 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 giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund), provided that
the Borrower, upon the request of the Administrative Agent or such Lender, 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 or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender
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.



     (e) USA Patriot Act Notice; Compliance. In order for the Administrative Agent to
comply with the USA Patriot Act of 2001 (Public Law 107-56), prior to any Lender or Participant
that is organized under the laws of a jurisdiction outside of the United States of America becoming
a party hereto, the Administrative Agent may request, and such Lender or Participant shall provide
to the Administrative Agent, its name, address, tax identification number and/or such other
identification information as shall be necessary for the Administrative Agent to comply with
federal law.



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Article IV. Yield Protection, Etc.




Section 4.1. Additional Costs; Capital Adequacy.




     (a) Capital Adequacy. If any Lender or any Participant determines that compliance
with any law or regulation or with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law) affects or would affect the amount
of capital required or expected to be maintained by such Lender or such Participant, or any
corporation controlling such Lender or such Participant, as a consequence of, or with reference to,
such Lender’s making or maintaining Loans below the rate which such Lender or such Participant or
such corporation controlling such Lender or such Participant could have achieved but for such
compliance (taking into account the policies of such Lender or such Participant or such corporation
with regard to capital), then the Borrower shall, from time to time, within 30 days after written
demand by such Lender or such Participant, pay to such Lender or such Participant additional
amounts sufficient to compensate such Lender or such Participant or such corporation controlling
such Lender or such Participant to the extent that such Lender or such Participant determines such
increase in capital is allocable to such Lender’s or such Participant’s obligations hereunder.



     (b) Additional Costs. In addition to, and not in limitation of the immediately
preceding subsection (a), the Borrower shall promptly pay to the Administrative Agent for the
account of a Lender from time to time such amounts as such Lender may determine to be necessary to
compensate such Lender for any costs incurred by such Lender that it determines are attributable to
its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder,
any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan
Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such
Lender of capital in respect of its LIBOR Loans (such increases in costs and reductions in amounts
receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i)
changes the basis of taxation of payments to such Lender in respect of this Agreement or any of the
other Loan Documents in respect of any such LIBOR Loans (except for Taxes covered by Section 3.10.
and the imposition of, or any change in the rate of, any Excluded Taxes payable by such Lender), or
(ii) imposes or modifies any reserve, special deposit or similar requirements (other than
Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve
requirement applicable to any other category of liabilities or category of extensions of credit or
other assets by reference to which the interest rate on LIBOR Loans is determined to the extent
utilized when determining LIBOR for such Loans) relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of, or other credit extended by, or any other
acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender
or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a
level below that which such Lender could have achieved but for such Regulatory Change (taking into
consideration such Lender’s policies with respect to capital adequacy).



     (c) Lender’s Suspension of LIBOR Loans. Without limiting the effect of the provisions
of the immediately preceding subsections (a) and (b), if by reason of any Regulatory Change, any
Lender either (i) incurs Additional Costs based on or measured by the excess above a specified
level of the amount of a category of deposits or other liabilities of such Lender that includes
deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this
Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR
Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or
assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to
the Administrative Agent), the obligation of such Lender to Continue, or to Convert Base Rate Loans
into, LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect
(in which case the provisions of Section 4.5. shall apply).



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     (d) Notification and Determination of Additional Costs. Each of the Administrative
Agent, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any
event occurring after the Agreement Date entitling the Administrative Agent, such Lender or such
Participant to compensation under any of the preceding subsections of this Section as promptly as
practicable; provided, however, that the failure of the Administrative Agent, any Lender or any
Participant to give such notice shall not release the Borrower from any of its obligations
hereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent,
each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the
case of a Lender or a Participant to the Administrative Agent as well) a certificate setting forth
the basis and amount of each request for compensation under this Section. Determinations by the
Administrative Agent, such Lender, or such Participant, as the case may be, of the effect of any
Regulatory Change shall be conclusive and binding for all purposes, absent manifest error.



     (e) Delay in Requests. Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to
demand such compensation; provided that the Borrower shall not be required to compensate a Lender
pursuant to this Section 4.1. for any increased costs incurred or reductions suffered more than 180
days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise
to such increased costs or reductions, and of such Lender’s intention to claim compensation
therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions
is retroactive, then the 180 days period referred to above shall be extended to include the period
of retroactive effect thereof).



Section 4.2. Suspension of LIBOR Loans.




     Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR
for any Interest Period:




     (a) the Administrative Agent determines (which determination shall be conclusive) that
quotations of interest rates for the relevant deposits referred to in the definition of
LIBOR are not being provided in the relevant amounts or for the relevant maturities for
purposes of determining rates of interest for LIBOR Loans as provided herein or is otherwise
unable to determine LIBOR, or




     (b) the Administrative Agent determines (which determination shall be conclusive) that
the relevant rates of interest referred to in the definition of LIBOR upon the basis of
which the rate of interest for LIBOR Loans for such Interest Period is to be determined are
not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans
for such Interest Period;



then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so
long as such condition remains in effect, the Lenders shall be under no obligation to, and shall
not Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day
of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert
such Loan into a Base Rate Loan




Section 4.3. Illegality.




     Notwithstanding any other provision of this Agreement, if any Lender shall determine (which
determination shall be conclusive and binding) that it is unlawful for such Lender to honor its
obligation to maintain LIBOR Loans hereunder, then such Lender shall promptly notify the Borrower
thereof (with a



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copy of such notice to the Administrative Agent) and such Lender’s obligation to Continue, or
to Convert Loans of any other Type into, LIBOR Loans shall be suspended until such time as such
Lender may again maintain LIBOR Loans (in which case the provisions of Section 4.5. shall be
applicable).




Section 4.4. Compensation.




     In addition to any amounts payable pursuant to Section 2.5.(b), the Borrower shall pay to the
Administrative Agent for the account of each Lender, upon the request of the Administrative Agent,
such amount or amounts as the Administrative Agent shall determine in its sole discretion shall be
sufficient to compensate such Lender for any loss, cost or expense attributable to:




     (a) any payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or
Conversion of a LIBOR Loan, made by such Lender for any reason (including, without
limitation, acceleration) on a date other than the last day of the Interest Period for such
Loan; or




     (b) any failure by the Borrower for any reason (including, without limitation, the
failure of any of the applicable conditions precedent specified in Article 5.2. to be
satisfied, but excluding any failure resulting from the operating of Section 4.2.) to borrow
a LIBOR Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan
into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or
Continuation.



Not in limitation of the foregoing, such compensation shall include, without limitation, an amount
equal to the then present value of (A) the amount of interest that would have accrued on such LIBOR
Loan for the remainder of the Interest Period at the rate applicable to such LIBOR Loan, less (B)
the amount of interest that would accrue on the same LIBOR Loan for the same period if LIBOR were
set on the date on which such LIBOR Loan was repaid, prepaid or Converted or the date on which the
Borrower failed to Convert or Continue such LIBOR Loan, as applicable, calculating present value by
using as a discount rate LIBOR quoted on such date. Upon the Borrower’s request, the
Administrative Agent shall provide the Borrower with a statement setting forth the basis for
requesting such compensation and the method for determining the amount thereof. Any such statement
shall be conclusive absent manifest error.




Section 4.5. Treatment of Affected Loans.




     If the obligation of any Lender to Continue, or to Convert Base Rate Loans into, LIBOR Loans
shall be suspended pursuant to Section 4.1.(c), Section 4.2. or Section 4.3. then such Lender’s
LIBOR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then
current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion required by Section
4.1.(c), Section 4.2., or Section 4.3. on such earlier date as such Lender may specify to the
Borrower with a copy to the Administrative Agent) and, unless and until such Lender gives notice as
provided below that the circumstances specified in Section 4.1., Section 4.2. or Section 4.3. that
gave rise to such Conversion no longer exist:




     (a) to the extent that such Lender’s LIBOR Loans have been so Converted, all payments
and prepayments of principal that would otherwise be applied to such Lender’s LIBOR Loans
shall be applied instead to its Base Rate Loans; and




     (b) any portion of such Lender’s Loan that would otherwise be Continued by such Lender
as a LIBOR Loan shall be Continued instead as a Base Rate Loan, and any Base Rate Loan of
such Lender that would otherwise be Converted into a LIBOR Loan shall remain as a Base Rate
Loan.



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     If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the
circumstances specified in Section 4.1.(c) or 4.3. that gave rise to the Conversion of such
Lender’s LIBOR Loans pursuant to this Section no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders
are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first
day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans
and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in
accordance with the respective unpaid principal amount of the Loan held by each Lender.



Section 4.6. Affected Lenders.




     If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite
Lenders are not also doing the same, or (b) the obligation of any Lender to Continue, or to Convert
Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b) or 4.3. but the
obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a
Lender does not vote in favor of any amendment, modification or waiver to this Agreement or any
other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the
Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long
as there does not then exist any Default or Event of Default, the Borrower may demand that such
Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its
Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 12.6.(b)
for a purchase price equal to (x) the principal balance of the Loan then owing to the Affected
Lender, plus (y) any accrued but unpaid interest and accrued but unpaid fees owing to the
Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and
Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably
cooperate in effectuating the replacement of such Affected Lender under this Section, but at no
time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent
be obligated in any way whatsoever to initiate any such replacement or to assist in finding an
Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the
Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the
Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit
the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender
pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or
4.4.) with respect to any period up to the date of replacement.



Section 4.7. Change of Lending Office.




     Each Lender agrees that it will use reasonable efforts (consistent with its internal policy
and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any
of its Loans affected by the matters or circumstances described in Sections 3.10., 4.1. or 4.3. to
reduce the liability of the Borrower or avoid the results provided thereunder, so long as such
designation is not disadvantageous to such Lender as determined by such Lender in its sole
discretion, except that such Lender shall have no obligation to designate a Lending Office located
in the United States of America.



Section 4.8. Assumptions Concerning Funding of LIBOR Loans.




     Calculation of all amounts payable to a Lender under this Article shall be made as though such
Lender had actually funded LIBOR Loans through the purchase of deposits in the relevant market
bearing interest at the rate applicable to such LIBOR Loans in an amount equal to the amount of the
LIBOR Loans and having a maturity comparable to the relevant Interest Period; provided, however,
that each



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Lender may fund each of its LIBOR Loans in any manner it sees fit and the foregoing assumption
shall be used only for calculation of amounts payable under this Article.




Article V. Conditions Precedent




Section 5.1. Initial Conditions Precedent.




     The obligation of the Lenders to make the Loans is subject to the satisfaction or waiver of
the following conditions precedent:



     (a) The Administrative Agent shall have received each of the following, in form and substance
satisfactory to the Administrative Agent:




     (i) counterparts of this Agreement executed by each of the parties hereto;




     (ii) Notes executed by the Borrower, payable to each Lender (other than any Lender that
has requested that it not receive a Note) and complying with the terms of Section 2.8.(a);




     (iii) the Guaranty executed by the Parent and each of the other Guarantors;




     (iv) an opinion of counsel to the Borrower and the other Loan Parties, addressed to the
Administrative Agent and the Lenders and in the form set forth in Exhibit H;




     (v) the certificate or articles of incorporation or formation, articles of
organization, certificate of limited partnership, declaration of trust or other comparable
organizational instrument (if any) of each Loan Party certified as of a recent date by the
Secretary of State of the state of formation of such Loan Party;




     (vi) a certificate of good standing (or certificate of similar meaning) with respect to
each Loan Party issued as of a recent date by the Secretary of State of the state of
formation of each such Loan Party and certificates of qualification to transact business or
other comparable certificates issued as of a recent date by each Secretary of State (and any
state department of taxation, as applicable) of each state in which such Loan Party is
required to be so qualified and where failure to be so qualified could reasonably be
expected to have a Material Adverse Effect;




     (vii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or
other individual performing similar functions) of each Loan Party with respect to each of
the officers of such Loan Party authorized to execute and deliver the Loan Documents to
which such Loan Party is a party, and in the case of the Borrower, authorized to execute and
deliver on behalf of the Borrower the Notice of Borrowing and Notices of Conversion and
Notices of Continuation;




     (viii) copies certified by the Secretary or Assistant Secretary (or other individual
performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a
corporation, the operating agreement, if a limited liability company, the partnership
agreement, if a limited or general partnership, or other comparable document in the case of
any other form of legal entity and (B) all corporate, partnership, member or other necessary
action taken by such Loan Party to authorize the execution, delivery and performance of the
Loan Documents to which it is a party;




     (ix) a Compliance Certificate calculated as of March 31, 2011 giving pro forma effect
to the transactions contemplated by this Agreement;



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     (x) a Transfer Authorizer Designation Form effective as of the Agreement Date;




     (xi) copies certified by a Responsible Officer of the Borrower of the Purchase
Agreements and material related documents, in each case, as of the Effective Date and in
form and substance reasonably satisfactory to the Administrative Agent, including without
limitation, all amendments, supplements, exhibits and schedules thereto;




     (xxi) a certificate of a Responsible Officer of the Borrower certifying as of the
Effective Date that (A) all conditions precedent to the closing of the Acquisition (other
than the payment of the Purchase Price (as defined in each respective Purchase Agreement))
have been satisfied or waived as permitted by this Agreement; (B) no law or regulation is
applicable, or event has occurred, nor any litigation or investigation be pending or
threatened, that could reasonably be expected to impose materially adverse conditions, or
which could reasonably be expected to have a material adverse effect, upon the consummation
of the Acquisition or any of the transactions related thereto on the Effective Date; (C) all
consents and approvals required pursuant to the terms of the applicable Purchase Agreement
with respect to the Acquisition have been obtained; (D) since December 31, 2010, there has
been no material adverse condition or material adverse change in or affecting, or the
occurrence of any circumstance or condition that could reasonably be expected to result in a
material adverse change in, or have a material adverse effect on, the Acquired Assets; (E)
no provision of either Purchase Agreement have been altered, amended, waived or otherwise
modified or supplemented in a manner that could be materially adverse to the Lenders (as
reasonably determined by the Administrative Agent) except as approved by the Administrative
Agent in writing; and (F) as of the Effective Date and after giving effect to the
application of the proceeds of the Loans as contemplated by Section 7.8., the Acquisition
has been consummated in accordance with the terms of the applicable Purchase Agreement
(except as altered, amended, waived or otherwise changed or supplemented as contemplated by
the immediately preceding sentence);




     (xii) the Notice of Borrowing from the Borrower requesting the
Loans;




     (xii) evidence that the Fees, if any, then due and payable under Section 3.5., together
with all other fees, expenses and reimbursement amounts due and payable to the
Administrative Agent and any of the Lenders, including without limitation, the fees and
expenses of counsel to the Administrative Agent, have been paid; and




     (xiii) such other documents, agreements and instruments as the Administrative Agent, or
any Lender through the Administrative Agent, may reasonably request; and



     (b) In the good faith judgment of the Administrative Agent:




     (i) since December 31, 2010, there shall not have occurred or become known to the
Administrative Agent or any of the Lenders (A) any event or condition that has had or could
reasonably be expected to have a Material Adverse Effect or (B) any material adverse
condition or material adverse change in or affecting, or the occurrence of any circumstance
or condition that could reasonably be expected to result in a material adverse change in, or
have a material adverse effect on, the Acquired Assets;




     (ii) no litigation, action, suit, investigation or other arbitral, administrative or
judicial proceeding shall be pending or threatened which could reasonably be expected to (A)
result in a Material Adverse Effect or (B) restrain or enjoin, or otherwise materially and
adversely affect, the



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ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under
the Loan Documents to which it is a party;




     (iii) the Parent, the Borrower, the other Loan Parties and the other Subsidiaries shall
have received all approvals, consents and waivers, and shall have made or given all
necessary filings and notices as shall be required to consummate the transactions
contemplated hereby without the occurrence of any default under, conflict with or violation
of (A) any Applicable Law or (B) any agreement, document or instrument to which any Loan
Party is a party or by which any of them or their respective properties is bound, except for
such approvals, consents, waivers, filings and notices the receipt, making or giving of
which could not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain
or enjoin, or otherwise materially and adversely affect the ability of the Parent, the
Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to
which it is a party; and




     (iv) the Parent, the Borrower and each other Loan Party shall have provided all
information requested by the Administrative Agent and each Lender in order to comply with
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).



     (c) The Administrative Agent shall give notice (which may be by electronic mail or other
similar means of electronic communication) to the Borrower and the Lenders promptly upon is
determination that all of the conditions precedent set forth in this Section shall have been
fulfilled or waived by all of the Lenders.



Section 5.2. Conditions Precedent to the Loans.




          The obligations of the Lenders to make the Loans are subject to the further conditions
precedent that: (a) no Default or Event of Default shall exist as of the date of the making of the
Loans or would exist immediately after giving effect thereto and (b) the representations and
warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan
Documents to which any of them is a party, shall be true and correct in all material respects
(except in the case of a representation or warranty qualified by materiality, in which case such
representation or warranty shall be true and correct in all respects) on and as of the date of the
making of such Loan with the same force and effect as if made on and as of such date except to the
extent that such representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and correct in all material
respects (except in the case of a representation or warranty qualified by materiality, in which
case such representation or warranty shall be true and correct in all respects) on and as of such
earlier date) and except for changes in factual circumstances specifically and expressly permitted
hereunder. Each Credit Event shall constitute a certification by the Borrower to the effect set
forth in the preceding sentence (both as of the date of the giving of notice relating to such
Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date
of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the
Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the
time the Loans are made that all conditions to the making of such Loans contained in this Article
V., and not waived by the Lenders in accordance with the terms of this Agreement, have been
satisfied. Unless set forth in writing to the contrary, the making of a Loan by a Lender shall
constitute a certification by such Lender to the Administrative Agent and the other Lenders that
the conditions precedent for such Loans set forth in Sections 5.1. and 5.2. that have not
previously been waived by the Lenders in accordance with the terms of this Agreement have been
satisfied.



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Article VI. Representations and Warranties




Section 6.1. Representations and Warranties.




     In order to induce the Administrative Agent and each Lender to enter into this Agreement and
to make the Loans, each of the Parent and the Borrower represents and warrants to the
Administrative Agent and each Lender as follows:



     (a) Organization; Power; Qualification. Each of the Parent, the Borrower and the
other Loan Parties is a corporation, partnership or other legal entity, duly organized or formed,
validly existing and in good standing under the jurisdiction of its incorporation or formation, has
the power and authority to own or lease its respective properties and to carry on its respective
business as now being and hereafter proposed to be conducted and is duly qualified and is in good
standing as a foreign corporation, partnership or other legal entity, and authorized to do
business, in each jurisdiction in which the character of its properties or the nature of its
business requires such qualification or authorization unless the failure to be so qualified or
authorized could not reasonably be expected to have, in each instance, a Material Adverse Effect.



     (b) Ownership Structure. Part I of Schedule 6.1.(b) is, as of May 10, 2011, a
complete and correct list of (i) each Person holding any Equity Interest in the Borrower, (ii) the
percentage of ownership of such Person in the Borrower and (iii) the jurisdiction of organization
of each Loan Party. Except as disclosed on such Schedule, there are no outstanding subscriptions,
options, warrants, commitments, preemptive rights or agreements of any kind (including, without
limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or
voting of, or outstanding securities convertible into, any additional shares of capital stock of
any class, or partnership or other ownership interests of any type in the Borrower. To Borrower’s
and the Parent’s knowledge, all of the Equity Interests in Borrower have been issued in compliance
with all Applicable Law. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets
forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person,
the type of legal entity which each such Person is, and all Equity Interests (and the Ownership
Share) in such Person held directly or indirectly by the Parent.



     (c) Authorization of Loan Documents and Borrowings. The Borrower has the right and
power, and has taken all necessary action to authorize it, to borrow and obtain the other
extensions of credit hereunder. The Parent, the Borrower and each other Loan Party has the right
and power, and has taken all necessary action to authorize it, to execute, deliver and perform each
of the Loan Documents and the Fee Letter to which it is a party in accordance with their respective
terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents and
the Fee Letter to which the Parent, the Borrower or any other Loan Party is a party have been duly
executed and delivered by the duly authorized officers of such Person and each is a legal, valid
and binding obligation of such Person enforceable against such Person in accordance with its
respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar
laws affecting the rights of creditors generally and the availability of equitable remedies for the
enforcement of certain obligations contained herein or therein and as may be limited by equitable
principles generally.



     (d) Compliance of Loan Documents with Laws. The execution, delivery and performance
of this Agreement and the other Loan Documents to which any Loan Party is a party and of the Fee
Letter in accordance with their respective terms and the borrowings and other extensions of credit
hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require
any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating
to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or
constitute a default under the



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organizational documents of the Parent, the Borrower or any other Loan Party, or any material
indenture, material agreement or other material instrument to which the Parent, the Borrower or any
other Loan Party is a party or by which it or any of its respective properties may be bound; or
(iii) result in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by any Loan Party other than in favor of the
Administrative Agent for its benefit and the benefit of the Lenders.




     (e) Compliance with Applicable Law; Governmental Approvals. Each of the Parent, the
Borrower, each other Loan Party and each other Subsidiary is in compliance with each Governmental
Approval and all other Applicable Laws relating to it except for noncompliances which, and
Governmental Approvals the failure to possess which, could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     (f) Title to Properties. Each of the Parent, the Borrower, each other Loan Party and
each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in,
its respective assets to the extent necessary to conduct their respective businesses.



     (g) Certain Indebtedness. As of the Agreement Date, no default or event of default
has occurred with respect to the payment of interest or principle on any Indebtedness of the
Parent, the Borrower, any other Loan Party or any other Subsidiary having an aggregate outstanding
principal amount of $5,000,000 or more and, to the knowledge of any Responsible Officer of the
Parent or the Borrower, none of the Parent, the Borrower, the other Loan Parties or the other
Subsidiaries has received any notice of default or event of default, or event or condition which
with the giving of notice, the lapse of time, or both, would constitute a default or event of
default, with respect to any such Indebtedness.



     (h) Litigation. Except as set forth on Schedule 6.1.(h), there are no actions, suits
or proceedings pending (nor, to the knowledge of the Parent or the Borrower, are there any actions,
suits or proceedings threatened) against or in any other way relating adversely to or affecting the
Parent, the Borrower, any other Loan Party or any other Subsidiary or any of their respective
property in any court or before any arbitrator of any kind or before or by any other Governmental
Authority which, (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any
manner draws into question the validity or enforceability of any Loan Document or the Fee Letter.
There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or
threatened relating to, any Loan Party or any other Subsidiary which could reasonably be expected
to have a Material Adverse Effect.



     (i) Taxes. All material federal, state and other tax returns of the Parent, the
Borrower, any other Loan Party or any other Subsidiary required by Applicable Law to be filed have
been duly filed, and all material federal, state and other taxes, assessments and other
governmental charges or levies upon the Parent, the Borrower, each other Loan Party and each other
Subsidiary and their respective properties, income, profits and assets which are due and payable
have been paid, except any such nonpayment or non-filing which is at the time permitted under
Section 7.6. As of the Agreement Date, none of the United States income tax returns of the Parent,
the Borrower, any other Loan Party or any other Subsidiary is under audit. All charges, accruals
and reserves on the books of the Parent, the Borrower, each other Loan Party and each other
Subsidiary in respect of any taxes or other governmental charges are in accordance with GAAP.



     (j) Financial Statements. The Parent has furnished to each Lender copies of (i) the
audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal
year ended December 31, 2010, and the related audited consolidated statements of operations,
shareholders’ equity and cash flow for the fiscal year ended on such date, with the opinion thereon
of Ernst & Young LLP, and (ii) the unaudited consolidated balance sheet of the Parent and its
consolidated Subsidiaries for the fiscal



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quarter ended March 31, 2011, and the related unaudited consolidated statements of operations,
shareholders’ equity and cash flow of the Parent and its consolidated Subsidiaries for the fiscal
quarter ended on such date. Such financial statements (including in each case related schedules
and notes) are complete and correct in all material respects and present fairly, in all material
respects in accordance with GAAP consistently applied throughout the periods involved, the
consolidated financial position of the Parent and its consolidated Subsidiaries as at their
respective dates and the results of operations and the cash flow for such periods (subject, as to
interim statements, to changes resulting from normal year-end audit adjustments and absence of
footnotes).




     (k) No Material Adverse Change; Solvency. Since December 31, 2010, there has been no
event, change, circumstance or occurrence that could reasonably be expected to have a Material
Adverse Effect. Each of the Loan Parties is Solvent and the Parent, the Borrower and their
respective Subsidiaries, taken as a whole, are Solvent.



     (l) ERISA.




     (i) Except as could not individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, each Benefit Arrangement is in compliance with the
applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except
with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable
determination from the Internal Revenue Service applicable to such Qualified Plan’s current
remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short),
(B) has timely filed for a favorable determination letter from the Internal Revenue Service
during its staggered remedial amendment cycle (as defined in 2007-44) and such application
is currently being processed by the Internal Revenue Service, (C) had filed for a
determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44)
and received such determination letter and the staggered remedial amendment cycle first
following the GUST remedial amendment period for such Qualified Plan has not yet expired, or
(D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued
by the Internal Revenue Service with respect to such prototype plan. To the best knowledge
of the Parent and the Borrower, nothing has occurred which could reasonably be expected to
result in the revocation of a Qualified Plan’s favorable determination letter or opinion
letter.




     (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit
arrangement, all amounts have been accrued on the applicable ERISA Group’s financial
statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not
exceed the “fair market value of plan assets” for such Plans by more than $20,000,000 all as
determined by and with such terms defined in accordance with FASB ASC 715.




     (iii) Except as could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur;
(ii) there are no pending, or to the best knowledge of the Parent and the Borrower,
threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan
participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no
violations of the fiduciary responsibility rules with respect to any Benefit Arrangement;
and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,”
as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in
connection with any Plan, that would subject any member of the ERISA Group to a tax on
prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal
Revenue Code.



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     (m) Absence of Default. None of the Parent, the Borrower, any other Loan Party or any
other Subsidiary is in default under its certificate or articles of incorporation or formation,
bylaws, partnership agreement or other similar organizational documents, and no event has occurred,
which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of
Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, or
both, would constitute, a default or event of default by, the Parent, the Borrower, any other Loan
Party or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree
or order to which any such Person is a party or by which any such Person or any of its respective
properties may be bound where such default or event of default could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



     (n) Environmental Laws. In the ordinary course of business, each of the Parent, the
Borrower, each other Loan Party and each other Subsidiary causes reviews to be conducted of its
respective operations or properties, to the extent applicable, for compliance with Environmental
Laws. Each of the Parent, the Borrower, each other Loan Party and each other Subsidiary: (i) is in
compliance with all Environmental Laws applicable to its business, operations and the Properties,
(ii) has obtained all Governmental Approvals which are required under Environmental Laws, and each
such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms
and conditions of such Governmental Approvals, where with respect to each of the immediately
preceding clauses (i) through (iii) the failure to obtain or to comply could reasonably be expected
to have a Material Adverse Effect. Except for any of the following matters that could not
reasonably be expected to have a Material Adverse Effect, none of the Parent, the Borrower, any
other Loan Party or any other Subsidiary has any knowledge of, nor has the Parent, the Borrower,
any other Loan Party or any other Subsidiary received written notice of, any past, present, or
pending releases, events, conditions, circumstances, activities, practices, incidents, facts,
occurrences, actions, or plans that, with respect to the Parent, the Borrower, such other Loan
Party or such other Subsidiary, their respective businesses, operations or with respect to the
Properties, may: (x) cause or contribute to an actual or alleged violation of or noncompliance
with Environmental Laws, (y) cause or contribute to any other potential claim or other liability
under any Environmental Law, or (z) cause any of the Properties to become subject to any
restrictions on ownership, occupancy, use or transferability under any Environmental Law or require
the filing or recording of any notice, approval or disclosure document under any Environmental Law.
There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or
demand letter, mandate, order, lien, request, investigation, or proceeding pending or, to the
Parent’s knowledge after due inquiry, threatened, against the Parent, the Borrower, any other Loan
Party or any other Subsidiary relating in any way to Environmental Laws which, reasonably could be
expected to have a Material Adverse Effect. None of the Properties is listed on or proposed for
listing on the National Priority List promulgated pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 and its implementing regulations, or any
comparable state or local priority list promulgated pursuant to any analogous state or local law.
To Parent’s knowledge, no Hazardous Materials generated at or transported from the Properties are
or have been transported to, or disposed of at, any location that is listed or proposed for listing
on the National Priority List or any comparable state or local priority list, or any other location
that is or has been the subject of a clean-up, removal or remedial action pursuant to any
Environmental Law, except to the extent that such transportation or disposal could not reasonably
be expected to result in a Material Adverse Effect.



     (o) Investment Company. None of the Parent, the Borrower, any other Loan Party or any
other Subsidiary is (i) an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to
any other Applicable Law which purports to restrict its ability to borrow money or obtain other
extensions of credit or to consummate the transactions contemplated by this Agreement or to perform
its obligations under any Loan Document to which it is a party.



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     (p) Margin Stock. None of the Parent, the Borrower, any other Loan Party or any other
Subsidiary is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying
“margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System.



     (q) Intellectual Property. Each of the Loan Parties and each other Subsidiary owns or
has the right to use, under valid license agreements or otherwise, all patents, licenses,
franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade
name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the
conduct of its businesses, without known conflict with any patent, license, franchise, trademark,
trademark right, service mark, service mark right, trade secret, trade name, copyright, or other
proprietary right of any other Person except for such Intellectual Property, the absence of which,
and for conflicts which, could not reasonably be expected to have a Material Adverse Effect. Each
of the Loan Parties and each other Subsidiary has taken all such steps as it deems reasonably
necessary to protect its respective rights under and with respect to such Intellectual Property.
No material claim has been asserted by any Person with respect to the use of any such Intellectual
Property by the Parent, the Borrower, any other Loan Party or any other Subsidiary, or challenging
or questioning the validity or effectiveness of any such Intellectual Property. The use of such
Intellectual Property by the Parent, the Borrower, the other Loan Parties and the other
Subsidiaries does not infringe on the rights of any Person, subject to such claims and
infringements as do not, in the aggregate, give rise to any liabilities on the part of the Parent,
the Borrower, any other Loan Party or any other Subsidiary that could reasonably be expected to
have a Material Adverse Effect.



     (r) Business. As of the Agreement Date, the Parent, the Borrower, the other Loan
Parties and the other Subsidiaries are engaged in (i) the business of owing, operating, managing
and developing Designated Use Properties and the provision of services incidental thereto, (ii) the
brokerage, purchase and sale of manufactured home units, (iii) making Investments permitted under
Section 9.1.(g) and (iv) other business activities reasonably incidental to the foregoing.



     (s) Broker’s Fees. No broker’s or finder’s fee, commission or similar compensation
will be payable with respect to the transactions contemplated hereby. No other similar fees or
commissions will be payable by any Loan Party for any other services rendered to the Parent, the
Borrower, any other Loan Party or any other Subsidiary to the transactions contemplated hereby.



     (t) Accuracy and Completeness of Information. All written information, reports and
other papers and data (other than (i) financial projections, budgets, forecasts, pro forma
financial statements and other forward looking statements and (ii) general industry information)
furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the
Parent, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were
so furnished and taken as a whole with all other written information, reports and other papers and
data furnished substantially contemporaneously therewith, complete and correct in all material
respects, to the extent necessary to give the recipient a true and accurate knowledge of the
subject matter, or, in the case of financial statements (other than (x) financial projections,
budgets, forecasts, pro forma financial statements and other forward looking statements and (y) the
financial statements covered in Section 6.1.(j)), are complete and correct in all material respects
and present fairly, in all material respects in accordance with GAAP consistently applied
throughout the periods involved, the consolidated financial position of the Persons involved as at
their respective dates and the results of operations for such periods (subject, as to interim
statements, to changes resulting from normal year-end audit adjustments and absence of full
footnote disclosure). All financial projections, budgets, forecasts, pro forma financial
statements and other forward looking statements prepared by or on behalf of the Parent, the
Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made
available to the Administrative Agent or any Lender



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were or will be prepared in good faith based on assumptions believed to be reasonable at the time
of preparation thereof. No fact is known to any Loan Party which has had, or may in the future
have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not
been set forth in the financial statements referred to in Section 6.1.(j) or in such information,
reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and
the Lenders. No document furnished or written statement made to the Administrative Agent or any
Lender in connection with the negotiation, preparation or execution of, or pursuant to, this
Agreement or any of the other Loan Documents (other than (i) financial projections, budgets,
forecasts, pro forma financial statements and other forward looking statements and (ii) general
industry information) contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary in order to make the statements contained therein not
misleading.




     (u) Not Plan Assets; No Prohibited Transactions. None of the assets of the Parent,
the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the
meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.
Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term
is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and
the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not
and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.



     (v) OFAC. None of the Parent, the Borrower, any of the other Loan Parties, any of the
other Subsidiaries, or any other Affiliate of the Borrower: (i) is a person named on the list of
Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the
Treasury’s Office of Foreign Assets Control (“OFAC”) available at
http://www.treas.gov/offices/enforcement/ofac/index.shtml or as otherwise published from time to
time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a
country, or (C) a person resident in a country that is subject to a sanctions program identified on
the list maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to
time, as such program may be applicable to such agency, organization or person; or (iii) derives
any of its assets or operating income from investments in or transactions with any such country,
agency, organization or person; and none of the proceeds from any Loan will be used to finance any
operations, investments or activities in, or make any payments to, any such country, agency,
organization, or person.



     (w) REIT Status. Each Guarantor qualifies as, and has elected to be treated as, a
REIT and is in compliance with all requirements and conditions imposed under the Internal Revenue
Code to allow such Guarantor to maintain its status as a REIT.



     (x) Qualifying Unencumbered Properties. Each Property included in a given calculation
of the Unencumbered Net Operating Income satisfied, at the time of such calculation, all of the
requirements contained in the definition of “Qualifying Unencumbered Property”.



Section 6.2. Survival of Representations and Warranties, Etc.




     All statements contained in any certificate, financial statement or other instrument delivered
by or on behalf of the Parent, the Borrower, any other Loan Party or any other Subsidiary to the
Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the
other Loan Documents (including, but not limited to, any such statement made in or in connection
with any amendment thereto or any statement contained in any certificate, financial statement or
other instrument delivered by or on behalf of the Parent, the Borrower, any other Loan Party or any
other Subsidiary prior to the Agreement Date and delivered to the Administrative Agent or any
Lender in connection with the underwriting or closing the transactions contemplated hereby but
excluding financial projections, budgets,



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forecasts, pro forma financial statements and other forward looking statements and general industry
information) shall constitute representations and warranties made by the Borrower under this
Agreement. All representations and warranties made under this Agreement and the other Loan
Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date and as of
the date of the occurrence of each Credit Event, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such representations and
warranties shall have been true and correct in all material respects (except in the case of a
representation or warranty qualified by materiality, in which case such representation or warranty
shall be true and correct in all respects) on and as of such earlier date) and except for changes
in factual circumstances expressly and specifically permitted hereunder. All such representations
and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the
Loan Documents and the making of the Loans.




Article VII. Affirmative Covenants




     For so long as this Agreement is in effect, the Parent and the Borrower shall comply with the
following covenants:



Section 7.1. Preservation of Existence and Similar Matters.




     Except as otherwise permitted under Section 9.6., the Parent and the Borrower shall, and shall
cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective
existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or
formation and qualify and remain qualified and authorized to do business in each jurisdiction in
which the character of its properties or the nature of its business requires such qualification and
authorization unless the failure to be so authorized and qualified could not reasonably be expected
to have a Material Adverse Effect.



Section 7.2. Compliance with Applicable Law.




     The Parent and the Borrower shall, and shall cause each other Loan Party and each other
Subsidiary to, comply with all Applicable Laws, including the obtaining of all Governmental
Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse
Effect.



Section 7.3. Maintenance of Property.




     In addition to the requirements of any of the other Loan Documents, the Parent and the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, (a) protect
and preserve, and maintain in good repair, working order and condition, all of its respective
material properties, ordinary wear and tear and casualty and condemnation excepted, and (b) from
time to time make or cause to be made all needed and appropriate repairs, renewals, replacements
and additions to such properties, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.



Section 7.4. Conduct of Business.




     Except as otherwise permitted under Section 9.6., the Parent and the Borrower shall, and shall
cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as
described in Section 6.1.(r) and not enter into any line of business not otherwise described in
such Section.




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Section 7.5. Insurance.




     In addition to the requirements of any of the other Loan Documents, the Parent and the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, maintain
insurance with financially sound and reputable insurance companies against such risks and in such
amounts as is customarily maintained by Persons engaged in similar businesses or as may be required
by Applicable Law. The Borrower shall from time to time deliver to the Administrative Agent upon
reasonable request a detailed list, together with reasonable evidence of the insurance then in
effect, stating the names of the insurance companies, the amounts and rates of the insurance, the
dates of the expiration thereof and the properties and risks covered thereby.



Section 7.6. Payment of Taxes.




     The Parent and the Borrower shall, and shall cause each other Loan Party and each other
Subsidiary to, pay and discharge when due all material taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits or upon any properties belonging to it
which, if unpaid, might become a Lien on any properties of such Person; provided, however, that
this Section shall not require the payment or discharge of any such tax, assessment, charge or levy
which is being contested in good faith by appropriate proceedings which operate to suspend the
collection thereof and for which adequate reserves have been established on the books of such
Person, in accordance with GAAP.



Section 7.7. Books and Records; Inspections.




     The Parent and the Borrower shall, and shall cause each other Loan Party and each other
Subsidiary to, keep proper books of record and account in which full, true and correct entries in
all material respects in conformity with GAAP consistently applied shall be made. The Parent and
the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit
representatives of the Administrative Agent or any Lender to visit and inspect any of their
respective properties, to examine and make abstracts from any of their respective books and records
and to discuss their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants (in the presence of an officer of the Borrower), all
at such reasonable times during business hours and as often as may reasonably be requested and so
long as no Event of Default exists, with reasonable prior notice. The Borrower shall be obligated
to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in
connection with the exercise of their rights under this Section only if such exercise occurs while
a Default or Event of Default exists. If requested by the Administrative Agent, the Parent and the
Borrower shall execute an authorization letter addressed to its accountants authorizing the
Administrative Agent or any Lender to discuss the financial affairs of the Parent, the Borrower,
any other Loan Party or any other Subsidiary with its accountants; provided that an officer of the
Borrower shall be given a reasonable opportunity to be present for any discussions with any such
accountants.



Section 7.8. Use of Proceeds.




     The Borrower will use the proceeds of Loans only to finance the Acquisition in accordance with
the Purchase Agreements and to pay costs and expenses related to the Acquisition. The Parent and
the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use
any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit
incurred to purchase or carry, any margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) or to extend credit to others for the purpose of
purchasing or carrying any such margin stock.



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Section 7.9. Environmental Matters.




     The Parent and the Borrower shall, and shall cause each other Loan Party and each other
Subsidiary to, comply with all Environmental Laws the failure with which to comply could reasonably
be expected to have a Material Adverse Effect. The Parent and the Borrower shall comply, and shall
cause each other Loan Party and each other Subsidiary to comply, and the Parent and the Borrower
shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially
reasonable efforts to cause all other Persons occupying, using or present on the Properties to
comply, with all Environmental Laws the failure with which to comply could reasonably be expected
to have a Material Adverse Effect. The Parent and the Borrower shall, and shall cause each other
Loan Party and each other Subsidiary to, promptly take all actions and pay or arrange to pay all
costs necessary for it and for the Properties to comply with all Environmental Laws and all
Governmental Approvals, including actions to remove and dispose of all Hazardous Materials and to
clean up the Properties as required under Environmental Laws, in each case, the failure with which
to comply could reasonably be expected to have a Material Adverse Effect. Nothing in this Section
shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.



Section 7.10. Further Assurances.




     At the Borrower’s cost and expense and upon request of the Administrative Agent, the Parent
and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly
execute and deliver or cause to be duly executed and delivered, to the Administrative Agent such
further instruments, documents and certificates, and do and cause to be done such further acts that
may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to
carry out more effectively the provisions and purposes of this Agreement and the other Loan
Documents.



Section 7.11. REIT Status.




     The Parent shall, and shall cause each other Guarantor to, maintain its status as, and
election to be treated as, a REIT.



Section 7.12. Exchange Listing.




     The Parent shall maintain at least one class of common shares of the Parent having trading
privileges on the New York Stock Exchange or other nationally recognized securities exchange.



Article VIII. Information




     For so long as this Agreement is in effect, the Borrower shall furnish (including by
electronic means as provided in Section 8.5.) to each Lender (or to the Administrative Agent if so
provided below):



Section 8.1. Quarterly Financial Statements.




     Within 50 days after the end of each of the first, second and third fiscal quarters of the
Parent, the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end
of such period and the related unaudited consolidated statements of operations, stockholders’
equity and cash flows of the Parent and its Subsidiaries for such period, setting forth in each
case in comparative form the figures as of the end of and for the corresponding periods of the
previous fiscal year (if any), all of which shall be certified by the chief executive officer,
chief financial officer or vice president-treasurer of the Parent, in his or her opinion, to
present fairly, in accordance with GAAP in all material respects and consistently



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applied, the consolidated financial position of the Parent and its Subsidiaries as at the date
thereof and the results of operations for such period (subject, in each case, to normal year-end
audit adjustments and the absence of full footnote disclosure).




Section 8.2. Year-End Statements.




     Within 120 days after the end of each fiscal year of the Parent, the audited consolidated
balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related
audited consolidated statements of operations, stockholders’ equity and cash flows of the Parent
and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the
end of and for the previous fiscal year (if any), all of which shall be (a) certified by the chief
executive officer, chief financial officer or vice president-treasurer of the Parent, in his or her
opinion, to present fairly, in all material respects and in accordance with GAAP consistently
applied, the financial position of the Parent and its Subsidiaries as at the date thereof and the
result of operations for such period and (b) accompanied by the report thereon of Ernst & Young LLP
or other independent certified public accountants of recognized national standing acceptable to the
Administrative Agent, whose report shall be unqualified as to “going concern” (and other like
qualifications or exceptions) and to scope.



Section 8.3. Compliance Certificate.




     At the time the financial statements are furnished pursuant to Sections 8.1. and 8.2., a
certificate substantially in the form of Exhibit I (a “Compliance Certificate”) executed on behalf
of the Parent by the chief executive officer, chief financial officer or vice president-treasurer
of the Parent (a) setting forth in reasonable detail as of the end of such quarterly accounting
period or fiscal year, as the case may be, the calculations required to establish whether the
Parent was in compliance with the covenants contained in Section 9.1. and (b) stating that no
Default or Event of Default exists, or, if such is not the case, specifying such Default or Event
of Default and its nature, when it occurred and the steps being taken by the Parent with respect to
such event, condition or failure.



Section 8.4. Other Information.




     (a) Promptly upon the Administrative Agent’s request, copies of all reports, if any, submitted
to the Parent or its Board of Directors by its independent public accountants including, without
limitation, any management report;



     (b) Within 5 Business Days of the filing thereof, copies of all registration statements
(excluding the exhibits thereto (unless requested by the Administrative Agent) and any registration
statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) and all other periodic reports which the Parent, the Borrower, any other Loan Party or
any other Subsidiary shall file with the Securities and Exchange Commission (or any Governmental
Authority substituted therefor) or any national securities exchange;



     (c) Promptly upon the mailing thereof to the shareholders of the Parent generally, copies of
all financial statements, reports and proxy statements so mailed and promptly upon the issuance
thereof copies of all press releases issued by the Parent, the Borrower any other Loan Party or any
other Subsidiary;



     (d) At the time financial statements are furnished pursuant to Sections 8.1. and 8.2., (i) a
statement of Funds from Operations certified by the chief executive officer, chief financial
officer or vice president-treasurer of the Parent in form and substance reasonably satisfactory to
the Administrative Agent; and (ii) a report of newly acquired Properties, in form and detail
reasonably satisfactory to the



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Administrative Agent, which shall include, without limitation, the Net Operating Income of such
Property, the cost of acquisition of such Property and the amount, if any, of Indebtedness secured
by a Lien on such Property;




     (e) No later than 30 days after the beginning of each fiscal year of the Parent ending prior
to the Termination Date, projected balance sheets, operating statements, profit and loss
projections and cash flow budgets of the Parent and its Subsidiaries on a consolidated basis for
such fiscal year, all itemized in reasonable detail;



     (f) If any ERISA Event shall occur that individually, or together with any other ERISA Event
that has occurred and is continuing, could reasonably be expected to have a Material Adverse
Effect, a certificate of the chief executive officer, chief financial officer or vice
president-treasurer of the Parent setting forth details as to such occurrence and the action, if
any, which the Parent or applicable member of the ERISA Group is required or proposes to take;



     (g) To the extent the Parent, the Borrower, any other Loan Party or any other Subsidiary is
aware of the same, prompt notice of the commencement of any proceeding or investigation by or
before any Governmental Authority and any action or proceeding in any court or other tribunal or
before any arbitrator against or in any other way relating to, or affecting, the Parent, the
Borrower, any other Loan Party or any other Subsidiary or any of their respective properties,
assets or businesses which could reasonably be expected to have a Material Adverse Effect;



     (h) Prompt notice of the occurrence of any event which has had, or could reasonably be
expected to have, a Material Adverse Effect;



     (i) Prompt notice of the occurrence of any Default or Event of Default;



     (j) Promptly upon the request of the Administrative Agent, evidence of the Parent’s
calculation of the Ownership Share with respect to a Subsidiary (other than a Wholly Owned
Subsidiary) or an Unconsolidated Affiliate, such evidence to be in form and detail reasonably
satisfactory to the Administrative Agent;



     (k) Promptly, upon each request, information identifying the Parent, the Borrower or any other
Loan Party as a Lender may request in order to comply with the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001));



     (l) Promptly, and in any event within 3 Business Days after the Parent or the Borrower obtains
knowledge thereof, written notice of the occurrence of any of the following: (i) the Parent, the
Borrower, any other Loan Party or any other Subsidiary shall receive notice that any violation of
or noncompliance with any Environmental Law has or may have been committed; (ii) the Parent, the
Borrower, any other Loan Party or any other Subsidiary shall receive notice that any administrative
or judicial complaint, order or petition has been filed or other proceeding has been initiated, or
is about to be filed or initiated against any such Person alleging any violation of or
noncompliance with any Environmental Law or requiring any such Person to take any action in
connection with the release or threatened release of Hazardous Materials; (iii) the Parent, the
Borrower, any other Loan Party or any other Subsidiary shall receive any notice from a Governmental
Authority or private party alleging that any such Person may be liable or responsible for any costs
associated with a response to, or remediation or cleanup of, a release or threatened release of
Hazardous Materials or any damages caused thereby; or (iv) the Parent, the Borrower, any other Loan
Party or any other Subsidiary shall receive notice of any other fact, circumstance or condition
that could reasonably be expected to form the basis of an



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environmental claim, and in the case of any of the foregoing, such matters, whether individually or
in the aggregate, could reasonably be expected to have a Material Adverse Effect;




     (m) Prompt notice of any material change in accounting policies or financial reporting
practices by the Parent, the Borrower, any other Loan Party or any other Subsidiary; and



     (n) From time to time and promptly upon each request, such data, certificates, reports,
statements, documents or further information regarding any Property or the business, assets,
liabilities, financial condition, results of operations or business prospects of the Parent, the
Borrower, any other Loan Party or any other Subsidiary as the Administrative Agent or any Lender
may reasonably request.



Section 8.5. Electronic Delivery of Certain Information.




     (a) Documents required to be delivered pursuant to the Loan Documents may be delivered by
electronic communication and delivery, including, the Internet, e-mail or intranet websites to
which the Administrative Agent and each Lender have access (including a commercial, third-party
website such as www.Edgar.com <http://www.Edgar.com> or a website sponsored or hosted by the
Administrative Agent or the Parent (including, without limitation, on the Parent’s website))
provided that the foregoing shall not apply to (i) notices to any Lender pursuant to Article II.
and (ii) any Lender that has notified the Administrative Agent and the Parent that it cannot or
does not want to receive electronic communications. The Administrative Agent, the Parent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic delivery pursuant to procedures approved by it for all or particular notices or
communications. Documents or notices delivered electronically shall be deemed to have been
delivered 24 hours after the date and time on which the Administrative Agent, the Parent or the
Borrower posts such documents or the documents become available on a commercial website and the
Administrative Agent, the Parent or the Borrower notifies each Lender of said posting and provides
a link thereto; provided if such notice or other communication is not sent or posted during the
normal business hours of the recipient, said posting date and time shall be deemed to have occurred
as of 11:00 a.m. Central time on the opening of business on the next business day for the
recipient. Notwithstanding anything contained herein, in every instance the Parent shall be
required to provide paper copies of the certificate required by Section 8.3. to the Administrative
Agent and shall deliver paper copies of any documents to the Administrative Agent or to any Lender
that requests such paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender. Except for the certificates required by Section 8.3.,
the Administrative Agent shall have no obligation to request the delivery of or to maintain paper
copies of the documents delivered electronically, and in any event shall have no responsibility to
monitor compliance by the Parent or the Borrower with any such request for delivery. Each Lender
shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper
or electronic documents.



     (b) Documents required to be delivered pursuant to Article II. may be delivered electronically
to a website provided for such purpose by the Administrative Agent pursuant to the procedures
provided to the Parent or the Borrower by the Administrative Agent.



Section 8.6. Public/Private Information.




     The Parent and the Borrower shall cooperate with the Administrative Agent in connection with
the publication of certain materials and/or information provided by or on behalf of the Parent or
the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered
by or on behalf of the Parent or the Borrower to the Administrative Agent and the Lenders
(collectively, “Information Materials”) pursuant to this Article and the Parent or the Borrower
shall designate Information Materials that are either available to the public or not material with
respect to Parent, the



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Borrower and the other Subsidiaries or any of their respective securities for purposes of United
States federal and state securities laws, as “Public Information”. All such Information Materials
not so designated as “Public Information” shall be deemed to be “Private Information”.




Section 8.7. USA Patriot Act Notice; Compliance.




     The USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect
thereto require all financial institutions to obtain, verify and record certain information that
identifies individuals or business entities which open an “account” with such financial
institution. Consequently, a Lender (for itself and/or as Administrative Agent for all Lenders
hereunder) may from time-to-time request, and the Parent and the Borrower shall, and shall cause
the other Loan Parties to, provide to such Lender, such Loan Party’s name, address, tax
identification number and/or such other identification information as shall be necessary for such
Lender to comply with federal law. An “account” for this purpose may include, without limitation,
a deposit account, cash management service, a transaction or asset account, a credit account, a
loan or other extension of credit, and/or other financial services product.



Section 8.8. Qualifying Unencumbered Properties.




     The Borrower may from time to time but no more frequently than quarterly deliver notice to the
Administrative Agent stating that the Borrower intends to designate a Property to become a
Qualifying Unencumbered Property. Such notice shall (a) set forth the name of such Property (or,
if such Property has no name, such notice shall otherwise identify such Property), and (b) be
accompanied by a statement of income, certified by the chief executive officer, chief financial
officer or vice president-treasurer of the Parent, for each such Property for the then most
recently completed fiscal quarter (or, if such statement of income is unavailable, a pro forma
financial statement setting forth the Net Operating Income with respect to such Property for the
then current fiscal quarter). If any such Property meets the requirements set forth in the
definition of “Qualifying Unencumbered Properties” and the Administrative Agent fails to deliver
written notice to the Borrower stating that the Requisite Lenders have disapproved the designation
of such Property as a Qualifying Unencumbered Property (it being understood that such notice shall
provide the Borrower with information regarding why such designation was disapproved by the
Requisite Lenders and that the Requisite Lenders will not unreasonably disapprove such designation)
within 20 days after receipt of such information by the Administrative Agent, such Property shall
become a Qualifying Unencumbered Property.



Article IX. Negative Covenants




     For so long as this Agreement is in effect, the Parent and the Borrower, as applicable, shall
comply with the following covenants:



Section 9.1. Financial Covenants.




     (a) Maximum Leverage Ratio. The Parent shall not permit the ratio of (i) Total
Indebtedness to (ii) Total Asset Value, to exceed 0.60 to 1.00 at any time.



     (b) Maximum Fixed Charge Coverage Ratio. The Parent shall not permit the ratio of (i)
Adjusted EBITDA for any period of 12 consecutive calendar months ending during the term of this
Agreement to (ii) Fixed Charges of the Parent and its Subsidiaries determined on a consolidated
basis for such period, to be less than 1.40 to 1.00 at any time.



     (c) Minimum Unencumbered Debt Yield. The Parent shall not permit the ratio (expressed
as a percentage) of (i) Unencumbered Net Operating Income for any period of 12 consecutive calendar



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months ending during the term of this Agreement to (ii) Unsecured Debt to be less than 12.50% at
any time.




     (d) Minimum Unencumbered Interest Coverage Ratio. The Parent shall not permit the
ratio of (i) Unencumbered Net Operating Income any fiscal quarter ending during the term of this
Agreement to (ii) Unsecured Interest Expense for such fiscal quarter, to be less than 2.00 to 1.00
at any time.



     (e) Minimum Net Worth. The Parent shall not permit Net Worth at any time to be less
than (i) $1,600,000,000 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected
at any time after May 19, 2011 by the Parent, any of its Subsidiaries or any Unconsolidated
Affiliate to any Person other than the Parent or any of its Subsidiaries; provided,
however, the amount of any increase under clause (ii) resulting from Equity Issuances
effected by an Unconsolidated Affiliate shall be limited to the Parent’s Ownership Share of such
Unconsolidated Affiliate.



     (f) Dividends and Other Restricted Payments. The Parent and the Borrower shall not,
and shall not permit any of the other Subsidiaries to, declare or make any Restricted Payment;
provided, however, that the Parent, the Borrower and the other Subsidiaries may declare and make
the following Restricted Payments:




     (i) the Borrower may pay cash dividends to the Parent and other holders of partnership
interests in the Borrower with respect to any fiscal year to the extent necessary for the
Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders
in an aggregate amount not to exceed the greater of (x) the amount required to be
distributed for the Parent to remain in compliance with Section 7.11. or (y) 95.0% of Funds
from Operations;




     (ii) the Borrower may pay cash dividends to the Parent and other holders of
partnership interests in the Borrower with respect to any fiscal year ending during the
term of this Agreement to the extent necessary for the Parent to distribute, and the Parent
may so distribute cash distributions to its shareholders of capital gains resulting from
gains from certain asset sales to the extent necessary to avoid payment of taxes on such
asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code;




     (iii) the Parent may repurchase Equity Interest in the Parent so long as (x)
immediately prior thereto, and immediately thereafter and after giving effect thereto, no
Default or Event of Default is or would be in existence, including, without limitation, a
Default or Event of Default resulting from a breach of any of the covenants contained in
Section 9.1.; (y) Net Worth immediately after giving pro forma effect to such repurchase
would not be less than (1) $1,800,000,000 plus (2) 75% of the Net Proceeds of all
Equity Issuances effected at any time after May 19, 2011 by the Parent, any of its
Subsidiaries or any Unconsolidated Affiliate to any Person other than the Parent or any of
its Subsidiaries (with the amount of any increase under clause (2) resulting from Equity
Issuances effected by an Unconsolidated Affiliate being limited to the Parent’s Ownership
Share of such Unconsolidated Affiliate) and (z) at least 5 Business Days before such
repurchase (or in the case of a repurchase program approved by the Parent’s board of
directors, 5 Business Days before the first repurchase effected under such program), the
Borrower shall have delivered to the Administrative Agent for distribution to each of the
Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued
compliance by the Loan Parties with the terms and conditions of this Agreement and the other
Loan Documents, including without limitation, the covenants contained in Section 9.1., after
giving pro forma effect to such repurchase (or in the case of a repurchase program approved
by the Parent’s board of directors, 5 Business Days before the first repurchase effected
under such program); and



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     (iv) so long as no Default or Event of Default would result therefrom, Restricted
Payments (x) resulting from repurchases of Equity Interests in the Parent deemed to occur
upon exercise of stock options if such Equity Interests represent a portion of the exercise
price of such options or (y) made for purposes of permitting, directly or indirectly, the
repurchase of Equity Interests in the Parent from present or former officers, directors,
consultants, agents or employees (or their estates, trusts, family members or former
spouses) of the Loan Parties and their Subsidiaries, so long as the amount of such
Restricted Payments in the case of both clauses (x) and (y) does not exceed $10,000,000 in
the aggregate in any fiscal year.


Notwithstanding the foregoing, if an Event of Default specified in Section 10.1.(a) exists or if as
a result of the occurrence of any other Event of Default any of the Obligations have been
accelerated, the Parent and the Borrower shall not, and shall not permit any other Subsidiary to,
make any Restricted Payments to any Person except that the Borrower may declare and make cash
distributions to the Parent and other holders of partnership interests in the Borrower with respect
to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so
distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain
in compliance with Section 7.11. Notwithstanding anything to the contrary in this Section,
Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary at any time.




     (g) Permitted Investments Generally. The Parent shall not, and shall not permit any
Loan Party or other Subsidiary to, make an Investment in or otherwise own the following items which
would cause the aggregate value of such holdings of such Persons (determined in accordance with
GAAP) to exceed 30.0% of Total Asset Value at any time:




     (i) Properties that are not Designated Use Properties;




     (ii) Unimproved Land;




     (iii) Development Activity;




     (iv) Mortgage Receivables and other notes receivable;




     (v) Designated Use Property Ownership Interests in Persons that are not Subsidiaries or
Unconsolidated Affiliates; and




     (vi) Investments in Unconsolidated Affiliates and in Subsidiaries that are not Wholly
Owned Subsidiaries.



     (h) Permitted Investments of Parent and MHC Trust. Notwithstanding the immediately
preceding subsection (g), (i) the Parent shall not have or make any Investment in any Person, or
own any other assets, except Equity Interests in MHC Trust, the Borrower and the Borrower’s
Subsidiaries and Unconsolidated Affiliates, any Guarantee of Recourse Indebtedness otherwise
permitted under this Agreement and any Guarantee of Non-Recourse Indebtedness solely for
Non-Recourse Exceptions and (ii) MHC Trust shall not have or make any Investment in any Person, or
own any other assets, except Equity Interests in the Borrower and the Borrower’s Subsidiaries and
Unconsolidated Affiliates, any Guarantee of Recourse Indebtedness otherwise permitted under this
Agreement and any Guarantee of Non-Recourse Indebtedness solely for Non-Recourse Exceptions.



     For purposes of calculating compliance with the financial covenants set forth in this Section
9.1. and the other covenants contained in this Article IX., each of the following transactions, in
each case not prohibited by the Loan Documents, that occurred during the period for which such
financial covenant is



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to be calculated, shall be calculated on a pro forma basis assuming that each such transaction had
occurred on the first day of such period (and taking into account (i) cost savings to the extent
same would be permitted to be reflected in pro forma financial information complying with the
requirements of GAAP and Article XI of Regulation S-X under the Securities Act and (ii) such other
adjustments as may be reasonably approved by the Administrative Agent in writing, such approval not
to be unreasonably withheld or delayed): (a) the purchase or other acquisition of (i) property and
assets or businesses of any Person or of assets constituting a business unit, a line of business or
division of such Person, (ii) a Property or (iii) Equity Interests in a Person that, upon the
consummation thereof, will be a Subsidiary of such Person (including as a result of a merger or
consolidation); (b) the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction and any sale or issuance of Equity Interests in a Subsidiary) of any property
by any Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith; and
(c) any incurrence (including by assumption or Guaranty) or repayment (including by redemption,
repayment, retirement or extinguishment) of any Indebtedness. All pro forma calculations pursuant
to this Section shall be made in good faith by the chief executive officer, chief financial officer
or vice president-treasurer of the Parent.




Section 9.2. Indebtedness.




     The Parent and the Borrower shall not, and shall not permit any of their respective
Subsidiaries to, directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness, except:



     (a) the Obligations;



     (b) guaranties of the Obligations described in the immediately preceding subsection (a);



     (c) in the case of the Borrower and its Subsidiaries, trade debt incurred in the normal course
of business;



     (d) in the case of the Borrower and its Subsidiaries, intercompany Indebtedness (including,
without limitation, amounts owing under intercompany leases) owing between Subsidiaries;



     (e) Indebtedness which, after giving effect thereto, may be incurred or may remain outstanding
without giving rise to an Event of Default or Default, including without limitation any Default or
Event of Default resulting from noncompliance with any of the terms of Article IX.; provided,
however, that the Parent and the Borrower shall not (i) and shall not permit any of its
Subsidiaries to, guarantee or otherwise become or remain directly or indirectly liable with respect
to the Indebtedness of any Unconsolidated Affiliate, and (ii) permit any Subsidiary (excluding the
Borrower, MHC Trust and T1000 Trust) to create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to, any Recourse Indebtedness, in an aggregate amount
collectively for both clauses (i) and (ii), in excess of (A) $10,000,000 for any such Subsidiary or
Unconsolidated Affiliate at any time or (B) $30,000,000 in the aggregate for all Subsidiaries and
Unconsolidated Affiliates at any time.



Section 9.3. Liens.




     The Parent and the Borrower shall not, and shall not permit any of their respective
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any of its Property, except:



     (a) Permitted Liens;



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     (b) Liens securing Indebtedness permitted to be incurred and remain outstanding pursuant to
Section 9.2.(d), and (e);



     (c) lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor,
materials, supplies and rentals which are being contested in good faith by appropriate proceedings
which operate to suspend the collection thereof and for which adequate reserves have been
established in accordance with GAAP;



     (d) with respect to a Property, items listed on Schedule B to the owner’s title insurance
policy of the Borrower or a Subsidiary with respect to such Property, which do not materially
detract from the value of such Property or impair the intended use thereof in the business of the
Borrower or such Subsidiary, as applicable;



     (e) Liens in favor of counterparties in respect of any Derivative Contracts;



     (f) Liens securing judgments and awards for the payment of money not constituting an Event of
Default under Section 10.1.(h);



     (g) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower or any
Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks
with which such accounts are maintained, securing amounts owing to such bank with respect to cash
management and operating account arrangements, including those involving pooled accounts and
netting arrangements; provided that in no case shall any such Liens secure (either directly
or indirectly) the repayment of any Indebtedness;



     (h) licenses or sublicenses granted to others in the ordinary course of business which do not
(i) interfere in any material respect with the business of the Borrower and its Subsidiaries taken
as a whole and (ii) secure any Indebtedness;



     (i) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on
the items in the course of collection;



     (j) Liens solely on any cash earnest money deposits made by the Borrower or any Subsidiary in
connection with any letter of intent or purchase agreement permitted hereunder;



     (k) Liens imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental
Laws not otherwise resulting in a Default or Event of Default; and



     (l) other Liens securing obligations (not constituting Indebtedness) outstanding in an
aggregate amount not to exceed $1,000,000 at any time.



Section 9.4. Negative Pledge.




     The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other
Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any
Negative Pledge except for a Negative Pledge contained in (i) an agreement (x) evidencing
Indebtedness which (A) the Parent, the Borrower, such Loan Party or such Subsidiary may create,
incur, assume, or permit or suffer to exist without violation of this Agreement and (B) is secured
by a Lien permitted to exist under the Loan Documents (including Liens permitted under Section
9.3.), and (y) which prohibits



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the creation of any other Lien on only the property securing such Indebtedness as of the date such
agreement was entered into; (ii) an agreement relating to the sale of a Subsidiary or assets
pending such sale, provided that in any such case the Negative Pledge applies only to the
Subsidiary or the assets that are the subject of such sale or proceeds or contract related to such
sale; (iii) any document or instrument relating to any Lien permitted under subsections (b), (e),
(g), (h), (j) or (k) of Section 9.3. or any Lien referred to in clause (b) of the definition of the
term “Permitted Lien”, provided that in any such case the Negative Pledge applies only to the
assets that are subject to such Lien; or (iv) any Loan Document or Specified Derivatives Contract.




Section 9.5. Restrictions on Intercompany Transfers.




     The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other
Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the ability of any
Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital
stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay
any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or
advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property
or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to the
preceding clauses (a) through (d), those encumbrances or restrictions contained in any Loan
Document or any Revolving Loan Document, (ii) with respect to clause (d), customary provisions
restricting assignment of any lease or other agreement entered into by the Parent, the Borrower,
any other Loan Party or any other Subsidiary in the ordinary course of business, (iii) with respect
to the preceding clauses (a), (c) and (d), which are customary provisions in joint venture
agreements and other similar agreements applicable to joint ventures permitted hereunder and
applicable solely to such joint venture entered into in the ordinary course of business, and (iv)
with respect to clause (d), customary restrictions contained in leases, subleases, licenses or
asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets
subject thereto.



Section 9.6. Merger, Consolidation, Sales of Assets and Other Arrangements.




     (a) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any
other Subsidiary to, (w) enter into any transaction of merger, consolidation, reorganization or
recapitalization; (x) liquidate, windup or dissolve itself (or suffer any liquidation or
dissolution); (y) convey, sell, lease, sublease, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or substantially all of its business or assets, or the
Equity Interests in any Subsidiary, whether now owned or hereafter acquired; or (z) acquire all or
substantially all of the assets of, or Equity Interests in, any other Person; provided, however,
that:




     (i) any Subsidiary (A) may merge with a Loan Party so long as such Loan Party is the
survivor (and in any merger involving the Borrower, the Borrower is the survivor) and (B)
that is not a Loan Party may merge with any other Subsidiary that is not a Loan Party;




     (ii) any Subsidiary (A) may sell, transfer or otherwise dispose of its assets to a Loan
Party and (B) that is not a Loan Party may sell, transfer or otherwise dispose of its assets
to any other Subsidiary that is not a Loan Party, in each case, including any disposition
that is by its nature a liquidation;




     (iii) (A) a Loan Party (other than the Parent, the Borrower or any Qualifying
Unencumbered Property Owner) and any Subsidiary that is not (and is not required to be) a
Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a
series of transactions, all or substantially all of its business or assets, or the capital
stock of or other Equity



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Interests in any of its Subsidiaries (other than the Borrower or a Qualifying Unencumbered
Property Owner), and (B) any Loan Party and any other Subsidiary may, directly or
indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as
a result of a merger or consolidation) all or substantially all of the assets of, or acquire
Equity Interests in, any other Person, so long as, in the case of each of clause (A) and
(B), (1) immediately prior thereto, and immediately thereafter and after giving effect
thereto, no Default or Event of Default is or would be in existence, including, without
limitation, a Default or Event of Default resulting from a breach of any of the covenants
contained in Section 9.1.; (2) to the extent such sale, transfer, disposition or
acquisition of all or substantially all of the assets or Equity Interest of any Subsidiary
(other than the Borrower, a Loan Party or a Qualifying Unencumbered Property Owner) and the
consideration of such transaction is $75,000,000 or more: (x) the Borrower shall have given
the Administrative Agent and the Lenders at least 15-days prior written notice of such
conveyance, sale, transfer, disposition, acquisition, purchase, merger or consolidation,
specifying the nature of the transaction in reasonable detail; and (y) at the time the
Borrower gives notice pursuant to clause (2)(x) of this subsection, the Borrower shall have
delivered to the Administrative Agent for distribution to each of the Lenders a Compliance
Certificate, calculated on a pro forma basis, evidencing the continued compliance by the
Loan Parties with the terms and conditions of this Agreement and the other Loan Documents,
including without limitation, the covenants contained in Section 9.1., after giving pro
forma effect to such conveyance, sale, transfer, disposition, acquisition, purchase, merger
or consolidation; and (3) in the case of a consolidation or merger involving the Parent, the
Borrower or a Qualifying Unencumbered Property Owner, the Parent, the Borrower or such
Qualifying Unencumbered Property Owner, as the case may be, shall be the survivor thereof;
and




     (iv) the Parent, the Borrower, the other Loan Parties and the other Subsidiaries may
lease and sublease their respective assets, as lessor or sublessor (as the case may be), in
the ordinary course of their business.



Section 9.7. Plan Assets.




     The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other
Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets”
within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated
thereunder.



Section 9.8. Fiscal Year.




     The Parent and the Borrower shall not, and shall not permit any other Loan Party or other
Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.



Section 9.9. Modifications of Organizational Documents.




     The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other
Subsidiary to, amend, supplement, restate or otherwise modify its certificate or articles of
incorporation or formation, by-laws, operating agreement, declaration of trust, partnership
agreement or other applicable organizational document if such amendment, supplement, restatement or
other modification (a) would materially and adversely affect the Administrative Agent or the
Lenders or their respective rights and remedies under the Loan Documents or (b) could reasonably be
expected to have a Material Adverse Effect.



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Section 9.10. Transactions with Affiliates.




     The Parent and the Borrower shall not permit to exist or enter into, and shall not permit any
other Loan Party or any other Subsidiary to permit to exist or enter into, any transaction
(including the purchase, sale, lease or exchange of any property or the rendering of any service)
with any Affiliate, except (a) as set forth on Schedule 9.10., (b) transactions solely among the
Loan Parties, or (c) transactions in the ordinary course of business of the Parent, the Borrower,
such Loan Party or such Subsidiary and upon fair and reasonable terms which are no less favorable
to the Parent, the Borrower, such Loan Party or such Subsidiary than would be obtained in a
comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the
foregoing, no payments may be made with respect to any items set forth on such Schedule 9.10. if a
Default or Event of Default exists or would result therefrom.



Section 9.11. Environmental Matters.




     The Parent and the Borrower shall not, and shall not permit any other Loan Party, any other
Subsidiary or any other Person to, use, generate, discharge, emit, manufacture, handle, process,
store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from
the Properties in violation of any Environmental Law, or in a manner that could reasonably be
expected to lead to any claim under Environmental Law or pose a risk to human health, safety or the
environment, in each case, which could reasonably be expected to have a Material Adverse Effect.
Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative
Agent or any Lender.



Section 9.12. Derivatives Contracts.




     The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other
Subsidiary to, enter into or become obligated in respect of, Derivatives Contracts, other than
Derivatives Contracts entered into by the Parent, the Borrower, such Loan Party or such Subsidiary
in the ordinary course of business and which are intended to establish an effective hedge in
respect of liabilities, commitments or assets held or reasonably anticipated by such Person.



Article X. Default




Section 10.1. Events of Default.




     Each of the following shall constitute an Event of Default, whatever the reason for such event
and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or
pursuant to any judgment or order of any Governmental Authority:



     (a) Default in Payment.




     (i) The Borrower shall fail to pay when due under this Agreement or any other Loan
Document (whether upon demand, at maturity, by reason of acceleration or otherwise) the
principal of any of the Loans;




     (ii) The Borrower shall fail to pay when due under this Agreement or any other Loan
Document (whether upon demand, at maturity, by reason of acceleration or otherwise) any
interest on any of the Loans and in the case of this subsection (a)(ii) only, such failure
shall continue for a period of 5 days; or



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     (iii) The Borrower or any other Loan Party shall fail to pay when due under this
Agreement or any other Loan Document (whether upon demand, at maturity, by reason of
acceleration or otherwise) any other payment Obligations owing by the Borrower or such Loan
Party under this Agreement, any other Loan Document or the Fee Letter and in the case of
this subsection (a)(iii) only, such failure shall continue for a period of 5 days after the
earlier of (x) the date upon which a Responsible Officer of the Parent, the Borrower or such
other Loan Party obtains knowledge of such failure or (y) the date upon which the Parent or
the Borrower has received written notice of such failure from the Administrative Agent.



     (b) Default in Performance.




     (i) Any Loan Party shall fail to perform or observe any term, covenant, condition or
agreement on its part to be performed or observed and contained in Section 7.8., Section
8.4.(i), Section 9.1., any of Sections 9.4 through Section 9.9. or Section 9.12; or




     (ii) Any Loan Party shall fail to perform or observe any term, covenant, condition or
agreement contained in this Agreement or any other Loan Document to which it is a party and
not otherwise mentioned in this Section, and in the case of this subsection (b)(ii) only,
such failure shall continue for a period of 30 days after the earlier of (x) the date upon
which a Responsible Officer of the Parent, the Borrower or such other Loan Party obtains
knowledge of such failure or (y) the date upon which the Parent or the Borrower has received
written notice of such failure from the Administrative Agent.



     (c) Misrepresentations. Any written statement, representation or warranty (other than
(i) financial projections, budgets, forecasts, pro forma financial statements and other forward
looking statements and (ii) general industry information) made or deemed made by or on behalf of
any Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or
thereto at any time furnished by, or at the direction of, any Loan Party to the Administrative
Agent or any Lender, shall at any time prove to have been incorrect or misleading in any material
respect when furnished or made or deemed made.



     (d) Indebtedness Cross- Default.




     (i) The Parent, the Borrower, any other Loan Party or any other Subsidiary shall fail
to make any payment when due and payable in respect of any Indebtedness (other than the
Loans and any Indebtedness in respect of any Derivatives Contract and other than any
Indebtedness in respect of any Revolving Loan Document) having an aggregate outstanding
principal amount (individually or in the aggregate with all other Indebtedness as to which
such a failure exists) of $10,000,000 or more (or $100,000,000 or more in the case of
Non-Recourse Indebtedness) (all such Indebtedness being “Material Indebtedness”); or




     (ii) (x) The maturity of any Material Indebtedness (other than any Indebtedness in
respect of any Revolving Loan Document) shall have been accelerated in accordance with the
provisions of any indenture, contract or instrument evidencing, providing for the creation
of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness
(other than any Indebtedness in respect of any Revolving Loan Document) shall have been
required to be prepaid or repurchased prior to the stated maturity thereof; or




     (iii) Any other event shall have occurred and be continuing which, with or without the
passage of time, the giving of notice, or otherwise, would permit any holder or holders of
any Recourse Indebtedness having an aggregate outstanding principal amount (individually or
in the



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aggregate with all other Indebtedness as to which such a failure exists) of $50,000,000 or
more (other than the Loans and any Indebtedness in respect to any Derivatives Contract and
other than any Indebtedness in respect of any Revolving Loan Document), any trustee or agent
acting on behalf of such holder or holders or any other Person, to accelerate the maturity
of any such Recourse Indebtedness or require any such Recourse Indebtedness to be prepaid or
repurchased prior to its stated maturity;




     (iv) The Parent, the Borrower, any other Loan Party or any other Subsidiary shall fail
to pay when due (after giving effect to all applicable notice and cure rights) payments in
respect of Derivatives Contracts in an aggregate amount of $10,000,000 or more; or




     (v) An Event of Default under and as defined in the Revolving Credit Agreement shall
occur; provided, that solely in the case of this clause (v), the Lenders hereunder shall be
deemed to have waived the corresponding Event of Default under this Section 10.1.(d)(v) to
the extent that (x) the Revolving Credit Agreement Lenders waive such Event of Default (as
defined in the Revolving Credit Agreement) in accordance with the terms of the Revolving
Credit Agreement and (y) such event or circumstance does not also constitute an Event of
Default under any other clause of this Section 10.1.



     (e) Voluntary Bankruptcy Proceeding. The Parent, the Borrower, any other Loan Party
or any other Subsidiary shall: (i) commence a voluntary case under the Bankruptcy Code or other
federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take
advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts; (iii) consent to, or fail to
contest in a timely and appropriate manner, any petition filed against it in an involuntary case
under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action
described in the immediately following subsection (f); (iv) apply for or consent to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a
receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property,
domestic or foreign; (v) admit in writing its inability to pay its debts generally as they become
due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance
fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership
action for the purpose of effecting any of the foregoing.



     (f) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced
against the Parent, the Borrower, any other Loan Party or any other Subsidiary in any court of
competent jurisdiction seeking: (i) relief under the Bankruptcy Code or other federal bankruptcy
laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of
debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such
Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and
in the case of either clause (i) or (ii) such case or proceeding shall continue undismissed or
unstayed for a period of 60 consecutive days, or an order granting the remedy or other relief
requested in such case or proceeding (including, but not limited to, an order for relief under such
Bankruptcy Code or such other federal bankruptcy laws) shall be entered.



     (g) Revocation of Loan Documents. Any Loan Party shall (or shall attempt to) disavow,
revoke or terminate (except as a result of the express terms thereof) any Loan Document or the Fee
Letter to which it is a party or shall otherwise challenge or contest in any action, suit or
proceeding in any court or before any Governmental Authority the validity or enforceability of any
Loan Document or the Fee Letter or any Loan Document or the Fee Letter shall cease to be in full
force and effect (except as a result of the express terms thereof).



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     (h) Judgment. A judgment or order for the payment of money or for an injunction or
other non-monetary relief shall be entered against the Parent, the Borrower, any other Loan Party
or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall
continue for a period of 30 days without being paid, stayed or dismissed through appropriate
appellate proceedings and (ii) either (A) the amount of such judgment or order for which insurance
has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which
the insurer has denied liability) exceeds, individually or together with all other such judgments
or orders entered against the Loan Parties, $10,000,000 or (B) in the case of an injunction or
other non-monetary relief, such injunction or judgment or order could reasonably be expected to
have a Material Adverse Effect.



     (i) Attachment. A warrant, writ of attachment, execution or similar process shall be
issued against any property of the Borrower, any other Loan Party or any other Subsidiary, which
exceeds, individually or together with all other such warrants, writs, executions and processes,
$10,000,000 in amount and such warrant, writ, execution or process shall not be paid, discharged,
vacated, stayed or bonded for a period of 30 days.



     (j) ERISA.




     (i) Any ERISA Event shall have occurred that results or could reasonably be expected to
result in liability to any member of the ERISA Group aggregating in excess of $20,000,000;
or




     (ii) The “benefit obligation” of all Plans exceeds the “fair market value of plan
assets” for such Plans by more than $20,000,000, all as determined, and with such terms
defined, in accordance with FASB ASC 715.



     (k) Loan Documents. An Event of Default (as defined therein) shall occur under any of
the other Loan Documents.



     (l) Change of Control.




     (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”))(other then Sam Zell), is
or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person will be deemed to have “beneficial ownership” of all securities
that such Person has the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of more than 30.0% of the total
voting power of the then outstanding voting stock of the Parent; or




     (ii) during any period of 12 consecutive months ending after the Agreement Date,
individuals who at the beginning of any such 12-month period constituted the Board of
Directors of the Parent (together with any new directors whose election by such Board or
whose nomination for election by the shareholders of the Parent was approved by a vote of a
majority of the directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so approved but
excluding any director whose initial nomination for, or assumption of office as, a director
occurs as a result of an actual or threatened solicitation of proxies or consents for the
election or removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the Board of
Directors) cease for any reason to constitute a majority of the Board of Directors of the
Parent then in office; or



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     (iii) the Parent shall cease to own and control, directly or indirectly, more than (A)
50% of the outstanding Equity Interests of the Borrower and (B) 50% of the outstanding
Equity Interests of MHC Trust or T1000;




     (iv) the Parent shall cease to have the sole and exclusive power to exercise all
management and control over MHC Trust;




     (v) MHC Trust shall cease to be the sole general partner of the Borrower or shall cease
to have the sole and exclusive power to exercise all management and control over the
Borrower; or




     (vi) the Borrower shall cease to have the sole and exclusive power to exercise all
management and control over T1000.



Section 10.2. Remedies Upon Event of Default.




     While an Event of Default shall exist, the following provisions shall apply:



     (a) Acceleration; Termination of Facilities.




     (i) Automatic. Upon the occurrence of an Event of Default specified in
Sections 10.1.(e) or 10.1.(f), (1) the principal of, and all accrued interest on, the Loans
and the Notes at the time outstanding, and (2) all of the other Obligations, including, but
not limited to, the other amounts owed to the Lenders and the Administrative Agent under
this Agreement, the Notes or any of the other Loan Documents shall become immediately and
automatically due and payable without presentment, demand, protest, or other notice of any
kind, all of which are expressly waived by the Parent and the Borrower on behalf of
themselves and the other Loan Parties.




     (ii) Optional. While any other Event of Default shall exist, the
Administrative Agent may, and at the direction of the Requisite Lenders shall: declare (1)
the principal of, and accrued interest on, the Loans and the Notes at the time outstanding,
and (2) all of the other Obligations, including, but not limited to, the other amounts owed
to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the
other Loan Documents to be forthwith due and payable, whereupon the same shall immediately
become due and payable without presentment, demand, protest or other notice of any kind, all
of which are expressly waived by the Parent and the Borrower on behalf of themselves and the
other Loan Parties.



     (b) Loan Documents. The Requisite Lenders may direct the Administrative Agent to, and
the Administrative Agent if so directed shall, exercise any and all of its rights under any and all
of the other Loan Documents.



     (c) Applicable Law. The Requisite Lenders may direct the Administrative Agent to, and
the Administrative Agent if so directed shall, exercise all other rights and remedies it may have
under any Applicable Law.



     (d) Appointment of Receiver. To the extent permitted by Applicable Law, the
Administrative Agent and the Lenders shall be entitled to the appointment of a receiver for the
assets and properties of the Parent, the Borrower, the other Loan Parties and the other
Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any
security for the Obligations or the



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solvency of any party bound for its payment, to take possession
of all or any portion of the property and/or the business operations of the Parent, the Borrower, the other Loan Parties and the other
Subsidiaries and to exercise such power as the court shall confer upon such receiver.




     (e) Specified Derivatives Contract Remedies. Notwithstanding any other provision of
this Agreement or other Loan Document, each Specified Derivatives Provider shall have the right,
without the approval or consent of or other action by the Administrative Agent or the Lenders, and
without limitation of other remedies available to such Specified Derivatives Provider under
contract or Applicable Law, to undertake any of the following: (a) to declare an event of default,
termination event or other similar event under any Specified Derivatives Contract and to create an
“Early Termination Date” (as defined therein) in respect thereof, (b) to determine net termination
amounts in respect of any and all Specified Derivatives Contracts in accordance with the terms
thereof, and to set off amounts among such contracts, (c) to set off or proceed against deposit
account balances, securities account balances and other property and amounts held by such Specified
Derivatives Provider to the extent permitted under any applicable Specified Derivatives Contract or
Applicable Law, and (d) to prosecute any legal action against the Borrower, any Loan Party or other
Subsidiary to enforce or collect net amounts owing to such Specified Derivatives Provider pursuant
to any Specified Derivatives Contract.



Section 10.3. Marshaling; Payments Set Aside.




     None of the Administrative Agent, any Lender or any Specified Derivatives Provider shall be
under any obligation to marshal any assets in favor of any Loan Party or any other party or against
or in payment of any or all of the Obligations or the Specified Derivatives Obligations. To the
extent that any Loan Party makes a payment or payments to the Administrative Agent, any Lender, or
any Specified Derivatives Provider, or the Administrative Agent, any Lender, or any Specified
Derivatives Provider enforce their security interests or exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to
be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such recovery, the Obligations or Specified
Derivatives Obligations, or part thereof originally intended to be satisfied, and all Liens, rights
and remedies therefor, shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or setoff had not occurred.



Section 10.4. Allocation of Proceeds.




     If an Event of Default exists, all payments received by the Administrative Agent under any of
the Loan Documents, in respect of any principal of or interest on the Obligations or any other
amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order
and priority:




     (a) amounts due to the Administrative Agent and the Lenders in respect of expenses due
under Section 12.2. until paid in full, and then Fees;




     (b) payments of interest on all the Loans to be applied for the ratable benefit of the
Lenders ;




     (c) payments of principal of all the Loans to be applied for the ratable benefit of the
Lenders in such order and priority as the Lenders may determine in their sole discretion;




     (d) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6.
and 12.10.;



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     (e) payments of all other Obligations and other amounts due under any of the Loan
Documents, if any, to be applied for the ratable benefit of the Lenders; and




     (f) any amount remaining after application as provided above, shall be paid to the
Borrower or whomever else may be legally entitled thereto.



Section 10.5. Rescission of Acceleration by Supermajority Lenders.




     If at any time after acceleration of the maturity of the Loans and the other Obligations, the
Borrower shall pay all arrears of interest and all payments on account of principal of the
Obligations which shall have become due otherwise than by acceleration (with interest on principal
and, to the extent permitted by Applicable Law, on overdue interest, at the rates specified in this
Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and
accrued interest on the Obligations due and payable solely by virtue of acceleration) shall become
remedied or waived to the satisfaction of the Supermajority Lenders, then by written notice to the
Borrower, the Supermajority Lenders may elect, in the sole discretion of such Supermajority
Lenders, to rescind and annul the acceleration and its consequences. The provisions of the
preceding sentence are intended merely to bind all of the Lenders to a decision which may be made
at the election of the Supermajority Lenders, and are not intended to benefit the Borrower and do
not give the Borrower the right to require the Lenders to rescind or annul any acceleration
hereunder, even if the conditions set forth herein are satisfied.



Section 10.6. Performance by Administrative Agent.




     If the Parent, the Borrower or any other Loan Party shall fail to perform any covenant, duty
or agreement contained in any of the Loan Documents, the Administrative Agent may, after notice to
the Borrower, perform or attempt to perform such covenant, duty or agreement on behalf of the
Parent, the Borrower or such other Loan Party, as applicable, after the expiration of any cure or
grace periods set forth herein. In such event, the Borrower shall, at the request of the
Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in
such performance or attempted performance to the Administrative Agent, together with interest
thereon from the date of such expenditure until paid at the interest rate applicable to Base Rate
Loans or at the Post-Default Rate if then applicable under Section 2.2.(a). Notwithstanding the
foregoing, neither the Administrative Agent nor any Lender shall have any liability or
responsibility whatsoever for the performance of any obligation of the Borrower under this
Agreement or any other Loan Document.



Section 10.7. Rights Cumulative.




     The rights and remedies of the Administrative Agent and the Lenders under this Agreement, each
of the other Loan Documents and the Fee Letter shall be cumulative and not exclusive of any rights
or remedies which any of them may otherwise have under Applicable Law. In exercising their
respective rights and remedies the Administrative Agent and the Lenders may be selective and no
failure or delay by the Administrative Agent and the Lenders in exercising any right shall operate
as a waiver of it, nor shall any single or partial exercise of any power or right preclude its
other or further exercise or the exercise of any other power or right.



Article XI. The Administrative Agent




Section 11.1. Appointment and Authorization.




     Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such
action as contractual representative on such Lender’s behalf and to exercise such powers under this



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Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by
the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not
in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to
enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that,
except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with
the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders
of the powers set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall
be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on
the Administrative Agent duties or obligations other than those expressly provided for herein.
Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative
Agent”, “agent” and similar terms in the Loan Documents with reference to the Administrative Agent
is not intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market
custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly
upon receipt thereof by the Administrative Agent, copies of each of the financial statements,
certificates, notices and other documents delivered to the Administrative Agent pursuant to Article
VIII. that the Parent or the Borrower is not otherwise required to deliver directly to the Lenders.
The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or,
where appropriate, an original) of any document, instrument, agreement, certificate or notice
furnished to the Administrative Agent by the Parent, the Borrower, any other Loan Party or any
other Affiliate of the Parent, pursuant to this Agreement or any other Loan Document not already
delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document.
As to any matters not expressly provided for by the Loan Documents (including, without limitation,
enforcement or collection of any of the Obligations), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from acting) upon the
instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other
provision of this Agreement), and such instructions shall be binding upon all Lenders and all
holders of any of the Obligations; provided, however, that, notwithstanding anything in this
Agreement to the contrary, the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to this Agreement or
any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative
Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the
occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the
Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Administrative Agent as a result of the Administrative Agent acting
or refraining from acting under this Agreement or any of the other Loan Documents in accordance
with the instructions of the Requisite Lenders, or where applicable, all the Lenders.




Section 11.2. Wells Fargo as Lender.




     Wells Fargo, as a Lender or as a Specified Derivatives Provider, as the case may be, shall
have the same rights and powers under this Agreement and any other Loan Document and under any
Specified Derivatives Contract, as the case may be, as any other Lender or Specified Derivatives
Provider and may exercise the same as though it were not the Administrative Agent; and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wells Fargo in each case
in its individual capacity. Wells Fargo and its Affiliates may each accept deposits from, maintain
deposits or credit balances for, invest in, lend money to, act as trustee under indentures of,
serve as financial advisor to, and generally engage in any kind of business with the Parent, the
Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and
without any duty to account therefor to the Lenders. Further, the Administrative Agent and any
Affiliate may accept fees and other consideration from the Parent, the



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Borrower, any other Loan Party or any other Subsidiary for services in connection with this
Agreement or any Specified Derivatives Contract, or otherwise without having to account for the
same to the Lenders. The Lenders acknowledge that, pursuant to such activities, Wells Fargo or its
Affiliates may receive information regarding the Parent, the Borrower, other Loan Parties, other
Subsidiaries and other Affiliates (including information that may be subject to confidentiality
obligations in favor of such Person) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them.




Section 11.3. Approvals of Lenders.




     All communications from the Administrative Agent to any Lender requesting such Lender’s
determination, consent, approval or disapproval (a) shall be given in the form of a written notice
to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such
determination, approval, consent or disapproval is requested, or shall advise such Lender where
information, if any, regarding such matter or issue may be inspected, or shall otherwise describe
the matter or issue to be resolved, (c) shall include, if reasonably requested by such Lender and
to the extent not previously provided to such Lender, written materials and, as appropriate, a
brief summary of all oral information provided to the Administrative Agent by the Parent or the
Borrower in respect of the matter or issue to be resolved, and (d) shall include the Administrative
Agent’s recommended course of action or determination in respect thereof. Unless a Lender shall
give written notice to the Administrative Agent that it specifically objects to the recommendation
or determination of the Administrative Agent (together with a reasonable written explanation of the
reasons behind such objection) within 10 Business Days (or such lesser or greater period as may be
specifically required under the express terms of the Loan Documents) of receipt of such
communication, such Lender shall be deemed to have conclusively approved of or consented to such
recommendation or determination; provided, however, the provisions of this sentence shall not apply
to any amendment, waiver or consent subject to the terms of Section 12.7.(c) or (d).



Section 11.4. Notice of Events of Default.




     The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of
a Default or Event of Default unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing with reasonable specificity such Default or
Event of Default and stating that such notice is a “notice of default.” If any Lender (excluding
the Lender which is also serving as the Administrative Agent) becomes aware of any Default or Event
of Default, it shall promptly send to the Administrative Agent such a “notice of default”.
Further, if the Administrative Agent receives such a “notice of default,” the Administrative Agent
shall give prompt notice thereof to the Lenders.



Section 11.5. Administrative Agent’s Reliance.




     Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither
the Administrative Agent nor any of its directors, officers, agents, employees or counsel shall be
liable for any action taken or not taken by it under or in connection with this Agreement or any
other Loan Document, except for its or their own gross negligence or willful misconduct in
connection with its duties expressly set forth herein or therein as determined by a court of
competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the
foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or
counsel for the Parent, the Borrower or any other Loan Party), independent public accountants and
other experts selected by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or experts. Neither
the Administrative Agent nor any of its directors, officers, agents,



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employees or counsel: (a) makes any warranty or representation to any Lender or any other Person or
shall be responsible to any Lender or any other Person for any statement, warranty or
representation made or deemed made by the Parent, the Borrower, any other Loan Party or any other
Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty
to ascertain or to inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement or any other Loan Document or the satisfaction of any conditions
precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or
to inspect the property, books or records of the Borrower or any other Person; (c) shall be
responsible to any Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document, any other instrument or document
furnished pursuant thereto; (d) shall have any liability in respect of any recitals, statements,
certifications, representations or warranties contained in any of the Loan Documents or any other
document, instrument, agreement, certificate or statement delivered in connection therewith; and
(e) shall incur any liability under or in respect of this Agreement or any other Loan Document by
acting upon any notice, consent, certificate or other instrument or writing (which may be by
telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by
the proper party or parties. The Administrative Agent may execute any of its duties under the Loan
Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct as determined by a court of competent jurisdiction in a final
non-appealable judgment.




Section 11.6. Indemnification of Administrative Agent.




     Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with
such Lender’s respective Credit Percentage, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses
or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by,
or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a
Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated
hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan
Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be
liable for any portion of such Indemnifiable Amounts to the extent resulting from the
Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent
jurisdiction in a final, non-appealable judgment; provided, however, that no action
taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if
expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees
to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any
out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the
Administrative Agent) incurred by the Administrative Agent in connection with the preparation,
negotiation, execution, administration, or enforcement (whether through negotiations, legal
proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of
the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to
enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit
or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought
against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such
out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of
the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is
not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative
Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally
determined by a court of competent jurisdiction that the



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Administrative Agent is not so entitled to indemnification. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder or under the other Loan
Documents and the termination of this Agreement. If the Borrower shall reimburse the
Administrative Agent for any Indemnifiable Amount following payment by any Lender to the
Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the
Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any
such payment.




Section 11.7. Lender Credit Decision, Etc.




     Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of
its officers, directors, employees, agents, counsel, attorneys-in-fact or other Affiliates has made
any representations or warranties to such Lender and that no act by the Administrative Agent
hereafter taken, including any review of the affairs of the Parent, the Borrower, any other Loan
Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation
or warranty by the Administrative Agent to any Lender. Each Lender acknowledges that it has made
its own credit and legal analysis and decision to enter into this Agreement and the transactions
contemplated hereby, independently and without reliance upon the Administrative Agent, any other
Lender or counsel to the Administrative Agent, or any of their respective officers, directors,
employees, agents or counsel, and based on the financial statements of the Parent, the Borrower,
the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons,
its independent due diligence of the business and affairs of the Parent, the Borrower, the other
Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal
opinions required to be delivered to it hereunder, the advice of its own counsel and such other
documents and information as it has deemed appropriate. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent, any other Lender or counsel
to the Administrative Agent or any of their respective officers, directors, employees and agents,
and based on such review, advice, documents and information as it shall deem appropriate at the
time, continue to make its own decisions in taking or not taking action under the Loan Documents.
The Administrative Agent shall not be required to keep itself informed as to the performance or
observance by the Parent, the Borrower or any other Loan Party of the Loan Documents or any other
document referred to or provided for therein or to inspect the properties or books of, or make any
other investigation of, the Parent, the Borrower, any other Loan Party or any other Subsidiary.
Except for notices, reports and other documents and information expressly required to be furnished
to the Lenders by the Administrative Agent under this Agreement or any of the other Loan Documents,
the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, property, financial and other condition
or creditworthiness of the Parent, the Borrower, any other Loan Party or any other Affiliate
thereof which may come into possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or other Affiliates. Each Lender acknowledges that
the Administrative Agent’s legal counsel in connection with the transactions contemplated by this
Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any
Lender.



Section 11.8. Successor Administrative Agent.




     The Administrative Agent may resign at any time as Administrative Agent under the Loan
Documents by giving written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent
which appointment shall, provided no Event of Default exists, be subject to the Borrower’s
approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower
shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a
successor Administrative Agent). If no successor Administrative Agent shall have been so appointed
in accordance with the immediately preceding sentence, and shall have accepted such appointment,
within 30 days after the current Administrative



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Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall
be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the current Administrative Agent, and the current Administrative Agent
shall be discharged from its duties and obligations under the Loan Documents. After any
Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this
Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything
contained herein to the contrary, the Administrative Agent may assign its rights and duties under
the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written
notice.




Section 11.9. Titled Agents.




     Each of the Arranger and the Syndication Agent (each a “Titled Agent”) in each such respective
capacity, assumes no responsibility or obligation hereunder, including, without limitation, for
servicing, enforcement or collection of any of the Loans, nor any duties as an agent hereunder for
the Lenders. The titles given to the Titled Agents are solely honorific and imply no fiduciary
responsibility on the part of the Titled Agents to the Administrative Agent, any Lender, the
Borrower or any other Loan Party and the use of such titles does not impose on the Titled Agents
any duties or obligations greater than those of any other Lender or entitle the Titled Agents to
any rights other than those to which any other Lender is entitled.



Article XII. Miscellaneous




Section 12.1. Notices.




     Unless otherwise provided herein (including without limitation as provided in Section 8.5.),
communications provided for hereunder shall be in writing and shall be mailed, telecopied, or
delivered as follows:



     If to the Parent or the Borrower:


Equity Lifestyle Properties, Inc.

or

MHC Operating Limited Partnership

130 N. Wacker Drive

Chicago, Illinois 60606

Attention: Kenneth Kroot, General Counsel

Telecopy: (312) 279-1653

Telephone: (312) 279-1652




          with a copy to:



Equity Lifestyle Properties, Inc.

or

MHC Operating Limited Partnership

130 N. Wacker Drive

Chicago, Illinois 60606

Attention: Paul Seavey, Vice-President and Treasurer





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Telecopy: (312) 279-1710

Telephone: (312).279-1488




          with a copy to (which shall not constitute notice):



Paul, Hastings, Janofsky & Walker LLP

191 N. Wacker Drive

30th Floor

Chicago, IL 60606

Attention: Louis R Hernandez and Daniel Perlman

Telecopy: (312) 499-6100

Telephone: (312) 499-6000




     If to the Administrative Agent:


Wells Fargo Bank, National Association

123 N. Wacker Drive, Suite 1900

Chicago, Illinois 60606

Attention: Scott Solis

Telecopy: (312) 782-0969

Telephone: (312) 269-4818




     If to the Administrative Agent under Article II.:


Wells Fargo Bank, National Association

Minneapolis Loan Center

608 2nd Avenue South, 11th Floor

Minneapolis, Minnesota 55402

Attention: Teresa Mager, Syndications Administrator

Telecopier: 877-410-5027

Telephone: 612-667-4507




     If to any other Lender:




To such Lender’s address or telecopy number as set forth in the applicable
Administrative Questionnaire


or, as to each party at such other address as shall be designated by such party in a written notice
to the other parties delivered in compliance with this Section; provided, a Lender shall only be
required to give notice of any such other address to the Administrative Agent and the Borrower.
All such notices and other communications shall be effective (i) if mailed, upon the first to occur
of receipt or the expiration of three (3) days after the deposit in the United States Postal
Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative
Agent and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand
delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with
Section 8.5. to the extent applicable; provided, however, that, in the case of the immediately
preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any
change of address of which the sending party was not notified or as the result of a refusal to
accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately
preceding sentence, all notices or communications to the Administrative Agent or any Lender under
Article II. shall be effective only when actually received. None of the Administrative Agent or
any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur
any liability to the Lenders) for





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acting upon any telephonic notice referred to in this Agreement which the Administrative Agent or
such Lender, as the case may be, believes in good faith to have been given by a Person authorized
to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person
designated to get a copy of a notice to receive such a copy shall not affect the validity of notice
properly given to another Person.




Section 12.2. Expenses.




     The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and
execution of, and any amendment, supplement or modification to, any of the Loan Documents
(including due diligence expense and reasonable travel expenses related to closing), and the
consummation of the transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of counsel to the Administrative Agent and all costs and expenses of the
Administrative Agent in connection with the use of IntraLinks, SyndTrak or other similar
information transmission systems in connection with the Loan Documents, (b) to pay or reimburse
the Administrative Agent and the Lenders for all their out-of-pocket costs and expenses incurred in
connection with the enforcement or preservation of any rights under the Loan Documents and the Fee
Letter, including the reasonable fees and disbursements of their respective counsel and any
payments in indemnification or otherwise payable by the Lenders to the Administrative Agent
pursuant to the Loan Documents, (c) to pay, and indemnify and hold harmless the Administrative
Agent and the Lenders from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and
other similar taxes, if any, which may be payable or determined to be payable in connection with
the execution and delivery of any of the Loan Documents, or consummation of any amendment,
supplement or modification of, or any waiver or consent under or in respect of, any Loan Document
and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse
the fees and disbursements of counsel to the Administrative Agent and any Lender incurred in
connection with the representation of the Administrative Agent or such Lender in any matter
relating to or arising out of any bankruptcy or other proceeding of the type described in Sections
10.1.(e) or 10.1.(f), including, without limitation (i) any motion for relief from any stay or
similar order, (ii) the negotiation, preparation, execution and delivery of any document relating
to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing
or any plan of reorganization of the Parent, the Borrower or any other Loan Party, whether proposed
by the Parent, the Borrower, such Loan Party, the Lenders or any other Person, and whether such
fees and expenses are incurred prior to, during or after the commencement of such proceeding or the
confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts
required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may
pay such amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing
hereunder.



Section 12.3. Stamp, Intangible and Recording Taxes.




     The Borrower will pay any and all stamp, excise, intangible, registration, recordation and
similar taxes, fees or charges and shall indemnify the Administrative Agent and each Lender against
any and all liabilities with respect to or resulting from any delay in the payment or omission to
pay any such taxes, fees or charges, which may be payable or determined to be payable in connection
with the execution, delivery, recording, performance or enforcement of this Agreement, the Notes
and any of the other Loan Documents, the amendment, supplement, modification or waiver of or
consent under this Agreement, the Notes or any of the other Loan Documents or the perfection of any
rights or Liens under this Agreement, the Notes or any of the other Loan Documents.



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Section 12.4. Setoff.




     Subject to Section 3.3. and in addition to any rights now or hereafter granted under
Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the
Administrative Agent, each Lender, each Affiliate of the Administrative Agent or any Lender, and
each Participant, at any time or from time to time while an Event of Default exists, without notice
to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the
case of a Lender, an Affiliate of a Lender, or a Participant subject to receipt of the prior
written consent of the Requisite Lenders exercised in their sole discretion, to set off and to
appropriate and to apply any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured, but excluding
trust accounts) and any other indebtedness at any time held or owing by the Administrative Agent,
such Lender, any Affiliate of the Administrative Agent or such Lender, or such Participant, to or
for the credit or the account of the Borrower against and on account of any of the Obligations,
irrespective of whether or not any or all of the Loans and all other Obligations have been declared
to be, or have otherwise become, due and payable as permitted by Section 10.2., and to the extent
permitted under Applicable Law such Obligations as shall be contingent or unmatured.



Section 12.5. Litigation; Jurisdiction; Other Matters; Waivers.




     (a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE
PARENT, THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON
DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES.
ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE
ADMINISTRATIVE AGENT, THE PARENT, AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION
MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE FEE LETTER OR IN CONNECTION WITH ANY COLLATERAL OR BY REASON OF ANY OTHER
SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE PARENT, THE BORROWER, THE
ADMINISTRATIVE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE
LOAN DOCUMENTS.



     (b) EACH OF THE PARENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY
AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT
OR ANY OF THE LENDERS, ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE FEE LETTER
OR IN CONNECTION WITH ANY COLLATERAL OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR
DISPUTE WHATSOEVER BETWEEN OR AMONG THE PARENT, THE BORROWER, THE ADMINISTRATIVE AGENT OR
ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS. THE PARENT, THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE
TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. EACH PARTY FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM
AND EACH AGREES NOT TO PLEAD OR CLAIM



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THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE
BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER
APPROPRIATE JURISDICTION.




     (c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND
THE TERMINATION OF THIS AGREEMENT.



Section 12.6. Successors and Assigns.




     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that none of the Parent, the Borrower or 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 Eligible Assignee in accordance with
the provisions of the immediately following subsection (b), (ii) by way of participation in
accordance with the provisions of the immediately following subsection (d) or (iii) by way of
pledge or assignment of a security interest subject to the restrictions of the immediately
following subsection (f) (and, subject to the last sentence of the immediately following subsection
(b), 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 the immediately following subsection (d) and, to the extent
expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees (an “Assignee”) all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions:



          (i) Minimum Amounts.





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




     (B) subject to Section 12.6.(b)(iii)(D), in any case not described in the
immediately preceding subsection (A), the aggregate amount of the principal
outstanding balance of the Loan of the assigning Lender subject to each such
assignment (in each case, 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 $15,000,000 in the case of any assignment of a Commitment
unless each of the Administrative Agent; provided, however, that if after giving
effect to such assignment, the outstanding principal balance of the Loan of such
assigning Lender would be less than $15,000,000,



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then such assigning Lender shall assign the entire amount of the Loan at the time
owing to it.




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loan assigned.




     (iii) Required Consents. No consent shall be required for any assignment
except:




     (A) the consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (x) an Event of Default shall exist at the time
of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to
any such assignment unless it shall object thereto by written notice to the
Administrative Agent within 10 Business Days after having received notice thereof;




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required for assignments in respect of a
Loan if such assignment is to a Person that is not a Lender holding a Loan, an
Affiliate of such a Lender, an Approved Fund with respect to such a Lender, a
Revolving Credit Agreement Lender or an Affiliate of a Revolving Credit Agreement
Lender; and




     (C) except as provided in Section 12.6.(b)(i)(A), the consent of the
Administrative Agent and, so long as no Event of Default shall exist, the Borrower
(each such consent not to be unreasonably withheld or delayed), shall be required
for any assignment of the principal outstanding balance of a Loan, which is less
than $15,000,000 in an aggregate amount (unless such amount represents the entire
amount of the assigning Lender’s Loan at the time owing to it); provided that the
Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within 10 Business Days
after having received notice thereof.




     (iv) Assignment and Acceptance; Notes. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500 for each assignment, and the assignee, if it is
not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If
requested by the transferor Lender or the Assignee, upon the consummation of any assignment,
the transferor Lender, the Administrative Agent and the Borrower shall make appropriate
arrangements so that new Notes are issued to the Assignee and such transferor Lender, as
appropriate.




     (v) No Assignment to Parent or Borrower. No such assignment shall be made to
the Parent, the Borrower or any of the Parent’s Affiliates or Subsidiaries.




     (vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately
following subsection (c), from and after the effective date specified in each Assignment and
Acceptance, 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





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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 4.4., 12.2. and 12.10. and the other provisions of this Agreement and the
other Loan Documents as provided in Section 12.11. with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this paragraph 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 the immediately following subsection (d).




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Principal 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 principal amounts of the Loan owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, 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.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Parent or 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 Loan owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (iii) the Parent, the
Borrower, the Administrative Agent and the Lenders 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 that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to
(i) decrease the amount of such Lender’s Loan, (ii) extend the date fixed for the payment of
principal on the Loans or portions thereof owing to such Lender, (iii) reduce the rate at which
interest is payable thereon or (iv) release any Guarantor from its Obligations under the Guaranty.
Subject to the immediately following subsection (e), the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.10., 4.1., 4.4. to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To
the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of
Section 12.4. as though it were a Lender, provided such Participant agrees to be subject to Section
3.3. as though it were a Lender. Upon request from the Administrative Agent, a Lender shall notify
the Administrative Agent and the Borrower of the sale of any participation hereunder.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Sections 3.10. and 4.1. than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior written consent. A
Participant shall not be entitled to the benefits of Section 3.10. unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower and the Administrative Agent, to comply with Section 3.10.(c) as though it were a Lender.




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



     (g) No Registration. Each Lender agrees that, without the prior written consent of
the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner
or under any circumstances that would require registration or qualification of, or filings in
respect of, any Loan or Note under the Securities Act or any other securities laws of the United
States of America or of any other jurisdiction.



Section 12.7. Amendments and Waivers.




     (a) Generally. Except as otherwise expressly provided in this Agreement, (i) any
consent or approval required or permitted by this Agreement or any other Loan Document to be given
by the Lenders may be given, (ii) any provision of this Agreement or of any other Loan Document may
be amended, (iii) the performance or observance by the Parent, the Borrower or any other Loan Party
or any other Subsidiary of any terms of this Agreement or such other Loan Document may be waived,
and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a
particular instance and either retroactively or prospectively) with, but only with, the written
consent of the Requisite Lenders (or the Administrative Agent at the written direction of the
Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of
each Loan Party which is party thereto.



     (b) Consent of Lenders Directly Affected. In addition to the foregoing requirements,
no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders
directly and adversely affected thereby (or the Administrative Agent at the written direction of
such Lenders), do any of the following:




     (i) subject the Lenders to any additional obligations;




     (ii) reduce the principal of, or interest that has accrued or the rates of interest
that will be charged on the outstanding principal amount of, any Loans or other Obligations
(other than the waiver of interest at the Post-Default Rate or retraction of the
implementation of interest at the Post-Default Rate);




     (iii) reduce the amount of any Fees payable to the Lenders hereunder;




     (iv) modify the definition of “Termination Date”, otherwise postpone any date fixed for
any payment of principal of, or interest on, any Loans or for the payment of Fees or any
other Obligations; provided, however, that any action to rescind the acceleration of the
Obligations may be effected in accordance with Section 10.5.; or




     (v) waive a Default or Event of Default under Section 10.1.(a).



     (c) Consent of All Lenders. No amendment, waiver or consent shall, unless in writing,
and signed by all of the Lenders (or the Administrative Agent at the written direction of all of
the Lenders), do any of the following:




     (i) waive the satisfaction of the conditions to the effectiveness of this Agreement
contained in Section 5.1.;



-77-









 






     (ii) modify the definitions of “Credit Percentage” or amend or otherwise modify the
provisions of Section 3.2.;




     (iii) amend this Section or amend the definitions of the terms used in this Agreement
or the other Loan Documents insofar as such definitions affect the substance of this
Section;




     (iv) modify the definition of the term “Requisite Lenders”, “Supermajority Lenders” or
modify in any other manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or to modify any provision hereof; or




     (v) release any Guarantor from its obligations under the Guaranty.



     (d) Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent
unless in writing and signed by the Administrative Agent, in addition to the Lenders required
hereinabove to take such action, shall affect the rights or duties of the Administrative Agent
under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent with
respect to any Loan Document that (i) diminishes the rights of a Specified Derivatives Provider in
a manner or to an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities
or obligations of a Specified Derivatives Provider shall, in addition to the Lenders required
hereinabove to take such action, require the consent of the Lender that is (or having an Affiliate
that is) such Specified Derivatives Provider. No waiver shall extend to or affect any obligation
not expressly waived or impair any right consequent thereon and any amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose set forth therein.
No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in
exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any
Event of Default occurring hereunder shall continue to exist until such time as such Event of
Default is waived in writing in accordance with the terms of this Section, notwithstanding any
attempted cure or other action by the Parent, the Borrower, any other Loan Party or any other
Person subsequent to the occurrence of such Event of Default; provided, however,
that any Event of Default resulting solely from the failure of any Loan Parties to give notice of a
Default pursuant as required by Section 8.4.(i) shall be deemed to be waived upon the cure or
waiver of such Default without any further action hereunder. Except as otherwise explicitly
provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall
entitle the Borrower to other or further notice or demand in similar or other circumstances.



     (e) If the Borrower enters into any amendment, supplement or other modification of the
Revolving Credit Agreement or any other Revolving Loan Document that amends or modifies the
covenants, events of default, acceleration rights or other material terms of the Revolving Credit
Agreement (a “Revolving Credit Agreement Amendment”), and (i) a “Lender” under and as defined in
the Revolving Credit Agreement that is also a Lender hereunder (a “Common Lender”) approves the
Revolving Credit Agreement Amendment, and (ii) the Borrower, the Administrative Agent and the
Lenders desire to amend this Agreement or the Loan Documents, as applicable upon identical terms
(with such modifications that may be necessary to reflect that the Loans hereunder are term loans
and not revolving loans), then such Common Lender shall be deemed to have approved of such
amendment to this Agreement or the Loan Documents, as applicable.



Section 12.8. Nonliability of Administrative Agent and Lenders.




     (a) The relationship between the Borrower, on the one hand, and the Lenders and the
Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the
Administrative Agent or any Lender shall have any fiduciary responsibilities to the Parent, the
Borrower



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or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents,
and no course of dealing between or among any of the parties hereto, shall be deemed to create any
fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Parent, the
Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent or any Lender
undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the
Borrower of any matter in connection with any phase of the business or operations of the Parent or
the Borrower.




     (b) In connection with all aspects of the Loan Documents, the Borrower and the Parent
acknowledge and agree that: (i) this Agreement and each transaction contemplated hereby is an
arm’s-length commercial transaction between the Borrower, on the one hand, and the Lenders and the
Administrative Agent, on the other hand, and the Borrower is capable of evaluating and
understanding and understand and accept the terms, risks and conditions of this Agreement and the
other Loan Documents, (ii) none of the Lenders or the Administrative Agent has assumed or will
assume an advisory, agency or fiduciary responsibility in the Borrower’s, the Parent’s or their
respective Affiliates’ favor with respect to any of the transaction contemplated by the Loan
Documents and none of the Lenders or the Administrative Agent has any obligation to the Borrower,
the Parent or their respective Affiliates with respect to the transaction contemplated by the Loan
Documents except those obligations expressly set forth in the Loan Documents, (iii) the Lenders,
the Administrative Agent and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from the Borrower, the Parent and their respective
Affiliates and none of the Lenders or the Administrative Agent shall have any obligation to
disclose any of such interests, and (iv) none of the Lenders or the Administrative Agent has
provided any legal, accounting, regulatory or tax advice with respect to this Agreement and the
other Loan Documents and the Borrower, the Parent and their respective Affiliates have consulted
their own legal, accounting, regulatory and tax advisors to the extent they have deemed
appropriate.



Section 12.9. Confidentiality.




     Except as otherwise provided by Applicable Law, the Administrative Agent and each Lender shall
maintain the confidentiality of all Information (as defined below) in accordance with its customary
procedure for handling confidential information of this nature and in accordance with safe and
sound banking practices but in any event may make disclosure: (a) to its Affiliates and to its and
its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential); (b) subject to an agreement containing provisions substantially the same as (or at
least as restrictive as) those of this Section, to (i) any actual or proposed Assignee, Participant
or other transferee in connection with a potential transfer of any Loan or participation therein as
permitted hereunder, or (ii) any actual or prospective, direct or indirect, counterparty (or its
advisors) to any swap or derivative transaction relating to any Loan Party and its obligations; (c)
as required or requested by any Governmental Authority or representative thereof or pursuant to
legal process or in connection with any legal proceedings, or as otherwise required by Applicable
Law (and prior to such disclosure, to the extent permitted under Applicable Law, the Administrative
Agent or applicable Lender shall provide written notice thereof to the Borrower); (d) to the
Administrative Agent’s or such Lender’s independent auditors and other professional advisors
(provided they shall be notified of the confidential nature of the information); (e) in connection
with the exercise of any remedies under any Loan Document (or any Specified Derivatives Contract)
or any action or proceeding relating to any Loan Document (or any such Specified Derivatives
Contract) or the enforcement of rights hereunder or thereunder; (f) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section actually known by
the Administrative Agent or such Lender to be a breach of this Section or (ii) becomes available to
the Administrative Agent, any Lender or any Affiliate of the Administrative Agent or any Lender on
a nonconfidential basis from a



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source other than the Parent, the Borrower or any of their respective Affiliates; (g) to the extent
requested by, or required to be disclosed to, any nationally recognized rating agency or regulatory
or similar authority (including any self-regulatory authority, such as the National Association of
Insurance Commissioners) having or purporting to have jurisdiction over it; (h) to bank trade
publications, such information to consist of deal terms and other information customarily found in
such publications; (i) to any other party hereto; and (j) with the consent of the Borrower.
Notwithstanding the foregoing, the Administrative Agent, each Lender, and their respective
Affiliates may disclose any such confidential information, without notice to the Parent, the
Borrower or any other Loan Party, to Governmental Authorities or self-regulatory authorities
(including, without limitations, bank and securities examiners) having or claiming to have
authority to regulate or oversee any aspect of the respective businesses of the Administrative
Agent, any Lender or any of their respective Affiliates in connection with any regulatory
examination of the Administrative Agent or such Lender or in accordance with the regulatory
compliance policy of the Administrative Agent, such Lender or such Affiliate. As used in this
Section, the term “Information” means all information received from the Parent, the Borrower, any
other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their
respective businesses, other than any such information that is available to the Administrative
Agent or any Lender on a nonconfidential basis prior to disclosure by the Parent, the Borrower, any
other Loan Party, any other Subsidiary or any Affiliate. 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. The obligations of any Person required to maintain the confidentiality of Information
as provided in this Section shall survive the termination of this Agreement but shall terminate on
the date one year following the Termination Date.




Section 12.10. Indemnification.




     (a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the
Administrative Agent, each of the Lenders, each Affiliate of the Administrative Agent or any Lender
and their respective directors, members, partners, officers, shareholders, agents, employees and
counsel (each referred to herein as an “Indemnified Party”) from and against any and all of the
following (collectively, the “Indemnified Costs”): actual losses, costs, claims, penalties,
damages, liabilities, deficiencies, judgments or out-of-pocket expenses of every kind and nature
(including, without limitation, amounts paid in settlement, court costs and the fees and
disbursements of counsel incurred in connection with any litigation, investigation, claim or
proceeding or any advice rendered in connection therewith, but excluding Indemnified Costs
indemnification in respect of which is specifically covered by Section 3.10. or 4.1. or expressly
excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with,
arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or
settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity
Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other
Loan Document or the transactions contemplated thereby; (ii) the making of any Loans hereunder;
(iii) any actual or proposed use by the Borrower of the proceeds of the Loans; (iv) the
Administrative Agent’s or any Lender’s entering into this Agreement; (v) the fact that the
Administrative Agent and the Lenders have established the credit facility evidenced hereby in favor
of the Borrower; (vi) the fact that the Administrative Agent and the Lenders are creditors of the
Borrower and have or are alleged to have information regarding the financial condition, strategic
plans or business operations of the Parent, the Borrower and the Subsidiaries; (vii) the fact that
the Administrative Agent and the Lenders are material creditors of the Borrower and are alleged to
influence directly or indirectly the business decisions or affairs of the Parent, the Borrower and
the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the
Administrative Agent or the Lenders may have under this Agreement or the other Loan Documents; (ix)
any civil penalty or fine assessed by the OFAC against, and all costs and expenses (including
out-of-pocket counsel fees and disbursements) incurred in connection with defense thereof by,



-80-









 




the Administrative Agent or any Lender as a result of conduct of the Parent, the Borrower, any
other Loan Party or any other Subsidiary that violates a sanction administered or enforced by the
OFAC; or (x) any violation or non-compliance by the Parent, the Borrower, any other Loan Party or
any other Subsidiary of any Applicable Law (including any Environmental Law) including, but not
limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing
authority or (B) any Governmental Authority or other Person under any Environmental Law, including
any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or
other action to cause the Parent or its Subsidiaries (or its respective properties) (or the
Administrative Agent and/or the Lenders as successors to the Borrower) to be in compliance with
such Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify
any Indemnified Party for any acts or omissions of such Indemnified Party in connection with
matters described in this subsection to the extent arising from the gross negligence, bad faith or
willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in
a final, non-appealable judgment.




     (b) The Borrower’s indemnification obligations under this Section shall apply to all Indemnity
Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a
named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all
Indemnified Costs of any Indemnified Party in connection with any deposition of any Indemnified
Party or compliance with any subpoena (including any subpoena requesting the production of
documents). This indemnification shall, among other things, apply to any Indemnity Proceeding
commenced by other creditors of the Parent, the Borrower or any Subsidiary, any shareholder of the
Parent or any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in
their individual capacity or derivatively on behalf of the Borrower), any account debtor of the
Parent, the Borrower or any Subsidiary or by any Governmental Authority.



     (c) This indemnification shall apply to any Indemnity Proceeding arising during the pendency
of any bankruptcy proceeding filed by or against the Parent, the Borrower and/or any Subsidiary.



     (d) An Indemnified Party may conduct its own investigation and defense of, and may formulate
its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided
above, all Indemnified Costs incurred by such Indemnified Party shall be reimbursed by the
Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or
defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations
and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party;
provided, however, that if (i) the Borrower is required to indemnify an Indemnified Party pursuant
hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified
Party that the Borrower has the financial wherewithal to reimburse such Indemnified Party for any
amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified
Party shall not settle or compromise any such Indemnity Proceeding without the prior written
consent of the Borrower (which consent shall not be unreasonably withheld or delayed).
Notwithstanding the foregoing, an Indemnified Party may settle or compromise any such Indemnity
Proceeding without the prior written consent of the Borrower where (x) no monetary relief is sought
against such Indemnified Party in such Indemnity Proceeding or (y) there is an allegation of a
violation of law by such Indemnified Party.



     (e) If and to the extent that the obligations of the Borrower under this Section are
unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under Applicable Law.



     (f) The Borrower’s obligations under this Section shall survive any termination of this
Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are
in



-81-









 




addition to, and not in substitution of, any of the other obligations set forth in this Agreement
or any other Loan Document to which it is a party.



References in this Section 12.10. to “Lender” or “Lenders” shall be deemed to include such Persons
(and their Affiliates) in their capacity as Specified Derivatives Providers.




Section 12.11. Termination; Survival.




     This Agreement shall terminate at such time as all Obligations (other than obligations which
survive as provided in the following sentence) have been paid and satisfied in full. The
indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of
Sections 3.10., 4.1., 4.4., 11.6., 12.2. and 12.10. and any other provision of this Agreement and
the other Loan Documents, and the provisions of Section 12.5., shall continue in full force and
effect and shall protect the Administrative Agent and the Lenders (i) notwithstanding any
termination of this Agreement, or of the other Loan Documents, against events arising after such
termination as well as before and (ii) at all times after any such party ceases to be a party to
this Agreement with respect to all matters and events existing on or prior to the date such party
ceased to be a party to this Agreement.



Section 12.12. Severability of Provisions.




     If any provision of this Agreement or the other Loan Documents shall be determined by a court
of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed severed
from the Loan Documents, and the validity, legality and enforceability of the remaining provisions
shall remain in full force as though the invalid, illegal, or unenforceable provision had never
been part of the Loan Documents.



Section 12.13. GOVERNING LAW.




     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.



Section 12.14. Counterparts.




     To facilitate execution, this Agreement and any amendments, waivers, consents or supplements
may be executed in any number of counterparts as may be convenient or required (which may be
effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic
means). It shall not be necessary that the signature of, or on behalf of, each party, or that the
signature of all persons required to bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single document. It shall not be necessary in making proof of this
document to produce or account for more than a single counterpart containing the respective
signatures of, or on behalf of, each of the parties hereto.



Section 12.15. Obligations with Respect to Loan Parties.




     The obligations of the Parent and the Borrower to direct or prohibit the taking of certain
actions by the other Loan Parties as specified herein shall be absolute and not subject to any
defense the Parent or the Borrower may have that the Parent or the Borrower does not control such
Loan Parties.



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Section 12.16. Independence of Covenants.




     All covenants hereunder shall be given in any jurisdiction independent effect so that if a
particular action or condition is not permitted by any of such covenants, the fact that it would be
permitted by an exception to, or be otherwise within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken or condition
exists.



Section 12.17. Limitation of Liability.




     None of the Administrative Agent, any Lender or any of their respective Affiliates or any
officer, director, employee, attorney, or agent of the Administrative Agent, any Lender or any such
Affiliate shall have any liability with respect to, and each of the Parent and the Borrower hereby
waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect,
incidental, or consequential damages suffered or incurred by the Parent or the Borrower in
connection with, arising out of, or in any way related to, this Agreement, any of the other Loan
Documents or the Fee Letter, or any of the transactions contemplated by this Agreement or any of
the other Loan Documents. Each of the Parent and the Borrower hereby waives, releases, and agrees
not to sue the Administrative Agent, any Lender or any of their respective Affiliates or any
officer, director, employee, attorney, or agent of the Administrative Agent, any Lender or any such
Affiliate for punitive damages in respect of any claim in connection with, arising out of, or in
any way related to, this Agreement, any of the other Loan Documents, the Fee Letter, or any of the
transactions contemplated by this Agreement or financed hereby.



Section 12.18. Entire Agreement.




     This Agreement, the Notes, the other Loan Documents and the Fee Letter embody the final,
entire agreement among the parties hereto and supersede any and all prior commitments, agreements,
representations, and understandings, whether written or oral, relating to the subject matter hereof
and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or
subsequent oral agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto.



Section 12.19. Construction.




     The Administrative Agent, each Lender, the Parent and the Borrower acknowledge that each of
them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to
review this Agreement and the other Loan Documents with its legal counsel and agree that this
Agreement and the other Loan Documents shall be construed as if jointly drafted by the
Administrative Agent, each Lender, the Parent and the Borrower.



Section 12.20. Headings.




     The paragraph and section headings in this Agreement are provided for convenience of reference
only and shall not affect its construction or interpretation.



[Signatures on Following Pages]







-83-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Term Loan Agreement to be executed by
their authorized officers all as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:

 MHC OPERATING LIMITED PARTNERSHIP

 	 
	 	By:  	
 MHC Trust, its General Partner
 	 
	 	 	 
	 	By:  	                                Equity Lifestyle Properties, Inc., its Sole Voting Shareholder
 	 
	 	 	 
	 	By:  	                                              /s/ Paul Seavey
 	 
	 	 	Name:  	Paul Seavey 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PARENT:

 EQUITY LIFESTYLE PROPERTIES, INC.

 	 
	 	By:  	
/s/ Paul Seavey
 	 
	 	 	Name:  	Paul Seavey 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



[Signatures Continued on Next Page]






 









 








[Signature Page to Term Loan Agreement

with MHC Operating Limited Partnership]




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender

 	 
	 	By:  	
/s/ Marla S. Bergrin
 	 
	 	 	Name:  	Marla S. Bergrin 	 
	 	 	Title:  	Vice President 	 
	 



[Signatures Continued on Next Page]







 









 








[Signature Page to Term Loan Agreement

with MHC Operating Limited Partnership]




	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Ann E. Superfisky
 	 
	 	 	Name:  	Ann E. Superfisky 	 
	 	 	Title:  	Vice President 	 
	 



[Signatures Continued on Next Page]







 









 








[Signature Page to Term Loan Agreement

with MHC Operating Limited Partnership]




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	
/s/ Curt M. Steiner
 	 
	 	 	Name:  	Curt M. Steiner 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signatures Continued on Next Page]







 









 








[Signature Page to Term Loan Agreement

with MHC Operating Limited Partnership]




	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	
/s/ Dan LePage
 	 
	 	 	Name:  	Dan LePage 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



SCHEDULE I




Commitments



	 	 	 	 	 
	Lender	 	Commitment Amount	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	$	75,000,000	 
	BANK OF AMERICA, N.A.
	 	$	50,000,000	 
	U.S. BANK NATIONAL ASSOCIATION
	 	$	50,000,000	 
	ROYAL BANK OF CANADA
	 	$	25,000,00	 
	 
	 	 	 
	Total:
	 	$	200,000,000	 
	 
	 	 	 







 











 





Schedule A

Acquired Assets




	 	 	 
	Property Name	 	Address of Property
	Apache East
	 	3500 South Tomahawk Dr.
	 

	 	Apache Junction, AZ 85219
	 

	 	County of Pinal
	 
	 	 
	Avon

	 	2600 West Auburn Road
	 

	 	Rochester Hills, MI 48309-4064
	 

	 	County of Oakland
	 
	 	 
	Buena Vista

	 	4301 El Tora Boulevard
	 

	 	Fargo, ND 58103
	 

	 	County of Cass
	 
	 	 
	Carefree Village, FL

	 	8000 Sheldon Road
	 

	 	Tampa, FL 33615
	 

	 	County of Hillsborough
	 
	 	 
	Clinton, Hometown

	 	38080 Le Chateau Boulevard
	 

	 	Clinton, MI 48038
	 

	 	County of Macomb
	 
	 	 
	Cranberry Lake

	 	9620 Highland Road
	 

	 	White Lake, MI 48386
	 

	 	County of Oakland
	 
	 	 
	Denali Park

	 	3405 South Tomahawk Dr.
	 

	 	Apache Junction, AZ 85219
	 

	 	County of Pinal
	 
	 	 
	Emerald Lake

	 	24300 Airport Road
	 

	 	Punta Gorda, FL 33950
	 

	 	County of Charlotte
	 
	 	 
	Foxwood Farms

	 	4500 NW Blitchton Road
	 

	 	Ocala, FL 34482
	 

	 	County of Marion
	 
	 	 
	Hidden Valley

	 	8950 Polynesian Lane
	 

	 	Orlando, FL 32836
	 

	 	County of Orange
	 
	 	 
	Lake in the Hills

	 	2700 Shimmons Road
	 

	 	Auburn Hills, MI 48326
	 

	 	County of Oakland
	 
	 	 
	Lakeland Junction

	 	202 E Griffin Road
	 

	 	Lakeland, FL 33805
	 

	 	County of Polk
	 
	 	 
	Lakeside Terrace

	 	24 Sunrise Lane
	 

	 	Fruitland Park, FL 34731
	 

	 	County of Lake
	 
	 	 
	Maple Grove Estates

	 	8597 West Irving Lane
	 

	 	Boise, ID 83704
	 

	 	County of Ada






 









 






	 	 	 
	Property Name	 	Address of Property
	Old Orchard

	 	10500 Lapeer Road
	 

	 	Davison, MI 48423
	 

	 	County of Genesee
	 
	 	 
	Orange Lake

	 	15840-32 State Road 50
	 

	 	Clermont, FL 34711
	 

	 	County of Lake
	 
	 	 
	Palm Beach Colony

	 	2000 North Congress Ave.
	 

	 	West Palm Beach, FL 33409
	 

	 	County of Palm Beach
	 
	 	 
	Parkwood Communities

	 	414 Springlake Road
	 

	 	Wildwood, FL 34785
	 

	 	County of Sumter
	 
	 	 
	Regency Lakes

	 	216 Regency Lakes Drive
	 

	 	Winchester, VA 22603
	 

	 	County of Frederick
	 
	 	 
	Rosemount Woods

	 	13925 Bunratty Avenue
	 

	 	Rosemount, MN 55068
	 

	 	County of Dakota
	 
	 	 
	Royal Estates

	 	8300 Ravine Road
	 

	 	Kalamazoo, MI 49009
	 

	 	County of Kalamazoo
	 
	 	 
	Shady Lane Oaks

	 	15777 Bolesta Road #174
	 

	 	Clearwater, FL 33760
	 

	 	County of Pinellas
	 
	 	 
	Starlight Ranch

	 	6000 East Pershing Avenue
	 

	 	Orlando, FL 32822
	 

	 	County of Orange
	 
	 	 
	Swan Creek

	 	6988 McKean Road
	 

	 	Ypsilanti, MI 48917
	 

	 	County of Washtenaw
	 
	 	 
	Westpark

	 	2501 West Wickenburg Way
	 

	 	Wickenburg, AZ 85390
	 

	 	County of Maricopa
	 
	 	 
	Westpark Expansion
(Part of Westpark)

	 	Expansion parcel related to Westpark
	 
	 	 
	Cheron Village

	 	13222 SW 9th Court
	 

	 	Davie, FL 33325-4154
	 

	 	County of Broward
	 
	 	 
	Chesterfield (a/k/a Hometown Chesterfield)

	 	49900 Fairchild Road
	 

	 	Chesterfield, MI 48051
	 

	 	County of Macomb
	 
	 	 
	Coach Royale, ID

	 	181 and 219 North Liberty Drive
	 

	 	Boise, ID 83704
	 

	 	County of Ada
	 
	 	 
	Covington Estates

	 	3942 Glenwick Drive
	 

	 	St. Cloud, Florida 34772
	 

	 	Osceola County






 









 






	 	 	 
	Property Name	 	Address of Property
	Crystal Lake-Zephyrhills

	 	4604 Lake Crystal Blvd.
	 

	 	Zephyrhills, FL 33541-2141
	 

	 	County of Pasco
	 
	 	 
	Kings and Queens

	 	2808 North Florida Avenue
	 

	 	Lakeland, FL 33805
	 

	 	County of Polk
	 
	 	 
	Novi, Hometown

	 	41875 Carousel Street
	 

	 	Novi, MI 48377
	 

	 	County of Oakland
	 
	 	 
	Shady Lane Village

	 	15666 49th Street North
	 

	 	Clearwater, FL 33762
	 

	 	County of Pinellas
	 
	 	 
	Stonegate Manor

	 	1 Stonegate Drive
	 

	 	North Windham, Connecticut 06256
	 

	 	Windham County
	 
	 	 
	Stonegate — Storage

	 	Self-storage facilities located
adjacent and near Stonegate Manor
	 
	 	 
	Tarpon Glen

	 	1038 Sparrow Lane
	 

	 	Tarpon Springs, FL 34689
	 

	 	County of Pinellas
	 
	 	 
	Macomb (a/k/a Hometown Macomb)

	 	45301 Chateau Thierry Blvd.
	 

	 	Macomb, MI 48044
	 

	 	County of Macomb
	 
	 	 
	Westbrook

	 	45013 Catalpa Blvd
	 

	 	Macomb, MI 48044
	 

	 	County of Macomb
	 
	 	 
	Holly Hills

	 	16181 Lancaster Way
	 

	 	Holly, MI 48442
	[Note: Acquired Assets only 

include interest in a loan 

secured by this property]

	 	County of Oakland
	Grand Blanc

	 	8225 Embury Rd
	 

	 	Grand Blanc, MI 48439
	[Note: Acquired Assets only 

include interest in a loan 

secured by this property]

	 	County of Genesee






 









 






Schedule 1.1

Qualifying

Unencumbered Properties




Currently Qualifying Unencumbered Properties




Apollo

Appalachian

Arrowhead RV

Barrington Hills — Sunburst Port Richey

Bay Lake Estates

Breezy Hill

Bulow Plantation

Carefree Manor

Casa del Sol Resort East III

Contempo Marin

Coquina Crossing

Country Sunshine

Countryside at Vero Beach

Countryside RV

Date Palm Country Club

Fairview Manor

Foothill Village

Fort Myers Beach

Four Seasons

Glen Ellen

Golden Sun RV

Golden Terrace RV

Golden Terrace South

Grand Island Resort

Gulf Air

Gulf View

Hacienda Village

Harbor Lakes — Encore Port Charlotte

Highland Wood Travel Park

Indian Oaks

Laguna Lake

Lake George Escape

Lake George Schroon Valley

Lake Magic

Lake Myers RV

Lakeside

Lakewood — Sunburst Harlingen

Manatee

Meadowbrook

Mesa Verde RV

Mid-Florida Lakes Yacht Club

Mt. Hood

Old Chatham

Paradise Park

Paradise South




 









 





Pasco

Pickwick

Quail Hollow

Robin Hill

Royal Holiday

Royal Oaks

San Francisco RV

Silk Oak

Southern Comfort

Southern Palms

Sun Valley

Sunshadow

Sunshine Holiday — Encore Daytona Beach North

Sunshine RV — Encore Harlingen

Sunshine Travel — Encore Vero Beach

Tahoe Valley

The Mark (Seyena Vista)

The Meadows

Tranquil Timbers

Twin Mills

Vacation Village

Westwinds

Willow Lake Estates

Windmill Manor

Winter Gardens

Woodland Hills

Yukon Trails




Property to become a Qualifying Unencumbered Properties as of 7/1/11




Harbor View Mobile Manor




Qualifying Unencumbered Properties to be acquired in the Hometown America Acquisition




Apache East

Avon

Buena Vista

Carefree Village

Chesterfield

Clinton

Clover Leaf Forest

Coach Royale

Covington Estates

Cranberry Lake

Crystal Lakes-Zephyrhills

Denali Park

Emerald Lake

Foxwood

Grand Blanc

Holly Hills

Kings & Queens

Lakeland Junction




 









 





Lakeside Terrace

Lil Wolf

Maple Grove

Novi

Old Orchard

Palm Beach Colony

Rosemount Woods

Royal Estates

Shady Village

Starlight Ranch

Tarpon Glen

The Glen

Westpark




 









 





Schedule 6.1(b)




Ownership Structure




Part I

MHC Trust

Capital Ownership in MHC Operating Limited Partnership

As of 5/10/11




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of OP Unit	 	Value of	 	 
	 	 	equivalents	 	partnership units	 	5/10/2011
	Partner OP Units	 	5/10/2011	 	5/10/2011	 	Ownership
	MHC Trust preferred E
	 	 	1.00000	 	 	 	250,000	 	 	 	0.0107	%
	MHC Trust preferred G
	 	 	1.00000	 	 	 	200,000,000	 	 	 	8.5713	%
	MHC Trust OP Units
	 	 	31,209,453	 	 	 	1,874,127,653	 	 	 	80.3185	%
	LP OP Units
	 	 	4,312,958	 	 	 	258,993,128	 	 	 	11.0995	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	35,522,413	 	 	 	2,333,370,781	 	 	 	100.0000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total MHC Trust
	 	 	 	 	 	 	 	 	 	 	88.9005	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ELS NYSE closing price on 5/10/2011
	 	 	 	 	 	 	60.0500	 	 	 	 	 






MHC Operating Partnership

Limited Partner Unit Ownership

As of 5/10/11




	 	 	 	 	 
	Partner Name	 	# of Units
	 
	 	 	 	 
	SHELI Z ROSENBERG
	 	 	11,530	 
	ARTHUR A GREENBERG
	 	 	8,314	 
	GERALD A SPECTOR
	 	 	320	 
	BARRY SHEIN
	 	 	9,482	 
	JERRY PEZZELLA JR
	 	 	1,118	 
	S CODY ENGLE
	 	 	500	 
	Evan P Freed
	 	 	1,557	 
	JAMES S HENERSON
	 	 	4,316	 
	ALAN LIPMAN TTEE
	 	 	1,475	 
	MARCIA MEYERSON TTEE, AUBREY &
	 	 	8,527	 
	ROBERT & COLLEEN THOMAS TTEES OF
	 	 	1,557	 
	PINE LAKES VENTURE
	 	 	20,730	 
	BARBARA H TIPPETT REV TR
	 	 	2,937	 
	BOND FAM 1996 REV LIV TR DTD 10/22/96
	 	 	33,989	 
	CHARLES S AND ALICE B KNIGHT
	 	 	7,757	 
	COLVIN REV TR, OLIVER P AND
	 	 	33,525	 
	DAVID ASH JOHNSON LIV TR DTD
	 	 	10,800	 
	DEEL REV TR BOYD B AND
	 	 	190,448	 






 









 






	 	 	 	 	 
	Partner Name	 	# of Units
	 
	DONALD C CHRISTOPHER
	 	 	4,162	 
	FA AND AN CHRISTOPHER TR, FRANK A &
	 	 	12,748	 
	FRANK A CHRISTOPHER
	 	 	10,831	 
	JERRY G BRASSFIELD LIV TR
	 	 	345,016	 
	JO ANN BRASSFIELD LIV TR
	 	 	300,000	 
	JULI LYNN CHRISTOPHER TRUST
	 	 	1,203	 
	KAPP FAMILY TRUST
	 	 	14,000	 
	LISA KAREN CHRISTOPHER TRUST ANNA
	 	 	1,203	 
	LORI ANN CHRISTOPHER TRUST FRANK A
	 	 	1,203	 
	MELISSA BRASSFIELD REV TR
	 	 	20,737	 
	ROBIN J AND ROGER BEST
	 	 	12,264	 
	WILLIAMS LIV TR DTD 09/26/86
	 	 	10,000	 
	REB BRASSFIELD REV TR
	 	 	94,410	 
	ROBERT ANTHONY BRASSFIELD REV TR
	 	 	20,737	 
	SHARON J ATTERMANN
	 	 	6,409	 
	W SCOTT HROZA
	 	 	4,848	 
	WILLIAM C AND MARJORIE A IVERSON
	 	 	27,122	 
	SAMSTOCK LLC
	 	 	13,641	 
	EGI HOLDINGS, INC
	 	 	579,873	 
	EGIL INVESTMENTS, INC
	 	 	579,873	 
	HERBERT C & KAREN E DRIVER
	 	 	808	 
	MAHENDRA R PATEL 1985 REV TR
	 	 	1,317	 
	MARIANNE C SNELL SURVIVORS TRUST
	 	 	38,460	 
	RONDELL B HANSON TRUSTEE
	 	 	38,903	 
	JAMES M KRUEGER TRUSTEE
	 	 	44,003	 
	DAN G OLSEN
	 	 	5,750	 
	HAROLD D AND LAEL N ARBON TRUSTEES
	 	 	21,889	 
	CHARLES E. & CLAIRE JACOBSON,TTEES
	 	 	388,108	 
	Corey C. & Jill A. Anderson
	 	 	12,264	 
	G GERVAISE DAVIS III &
	 	 	20,000	 
	DAVID ASH & ELIZABETH
	 	 	7,000	 
	MONTE VISTA, LLC
	 	 	315,000	 
	WILLIAMS FAMILY REVOCABLE LIVING TRUST
	 	 	65,466	 
	WINBY FAMILY TRUST C
	 	 	10,178	 
	Realty Systems, Inc.
	 	 	670	 
	Equity LifeStyle Properties, Inc.
	 	 	10	 
	MHC T1000 Trust
	 	 	10	 
	MHC Financing Limited Partnership Two
	 	 	10	 
	MHC MT. HOOD VILLAGE, L.L.C.
	 	 	10	 
	BLUE RIBBON COMMUNITIES LIMITED PARTNERSHIP
	 	 	10	 
	MHC BLAZING STAR, L.L.C.
	 	 	10	 
	ROGER HOWARD
	 	 	13,495	 
	STACY HOWARD
	 	 	11,000	 
	ROGER W. A. HOWARD TRUST UA 6/22/01
	 	 	9,000	 
	DON & MICHELE PARMITER LIVING TR DTD 5/8/2009
	 	 	48,427	 
	LINDSAY ANNE WESTON
	 	 	4,720	 
	ELIN M. JOHNSON LIVING TRUST DTD OCTOBER 18, 2006
	 	 	6,676	 
	WINBY FAMILY TRUST
	 	 	981	 






 









 






	 	 	 	 	 
	Partner Name	 	# of Units
	 
	WINBY FAMILY TRUST A UA 05/17/94
	 	 	8,466	 
	JOYCE R CARRIER TRUSTEE
	 	 	30,662	 
	SZKT HOLDINGS, L.L.C.
	 	 	98,271	 
	SZMT HOLDINGS, L.L.C.
	 	 	98,274	 
	SZJT HOLDINGS, L.L.C.
	 	 	98,271	 
	ZFTJT HOLDINGS, L.L.C.
	 	 	149,985	 
	ZFTGT HOLDINGS, L.L.C.
	 	 	32,140	 
	ZFTMT HOLDINGS, L.L.C.
	 	 	149,984	 
	ZFTKT HOLDINGS, L.L.C.
	 	 	149,985	 
	ZELL GENERAL PARTNERSHIP, INC
	 	 	12,033	 
	SANFORD SHKOLNIK, TRUSTEE
	 	 	11,530	 
	MHC-DeAnza Financing Limited Prshp
	 	 	10	 
	MHC Date Palm, LLC
	 	 	10	 
	 
	 	 	 	 
	Total Limited Partner Units
	 	 	4,312,958	 






Part II




Equity LifeStyle Properties

Schedule of Unconsolidated Affiliates

As of 5/6/2011




	 	 	 	 	 	 	 
	Legal Name	 	Type of Entity	 	Economic interest
	Home Associates, L.P.
	 	Limited Partnership	 	 	65	%
	Kolb Investors, LLC
	 	Limited Liability Corporation	 	 	50	%
	Kolb Sales, LLC
	 	Limited Liability Corporation	 	 	50	%
	Long Neck Water Company, L.L.C.
	 	Limited Liability Corporation	 	 	6	%
	Plantation Company, L.L.C.
	 	Limited Liability Corporation	 	 	50	%
	Plantation Retail, L.L.C.
	 	Limited Liability Corporation	 	 	50	%
	Trails Associates, L.L.C.
	 	Limited Liability Corporation	 	 	50	%
	Trails West Retail, L.L.C.
	 	Limited Liability Corporation	 	 	50	%
	Villa del Sol Associates, LP
	 	Limited Partnership	 	 	65	%
	Voyager Kolb Land, L.L.C.
	 	Limited Liability Corporation	 	 	25	%
	Voyager Kolb Water, LLC
	 	Limited Liability Corporation	 	 	25	%
	Voyager RV Resort, LLC
	 	Limited Liability Corporation	 	 	50	%
	Voyager Sales, LLC
	 	Limited Liability Corporation	 	 	50	%
	Voyager Water Company
	 	Chapter C – Corporation	 	 	25	%







 











 





Schedule 6.1(h)

Litigation





	1.	 	Suit filed by a group of tenants at Parent’s property in Ceres, California filed a
complaint in California Superior Court for Stanislaus County, on December 1, 2006, alleging
Parent had failed to properly maintain the property and improperly reduced services
provided to the tenants, among other allegations. Trial began on July 27, 2010 and 6 out
of the 72 plaintiffs were awarded damages. Plaintiffs who were awarded nothing filed a
motion for a new trial or alternatively for judgment notwithstanding the jury’s verdict,
which the Court denied on February 14, 2011. Parent is seeking an attorneys’ fee award of
approximately $2.06 million while plaintiff’s memorandum of costs indicate an intention to
file a motion that seeks an attorneys’ fees award of approximately $1.09 million.
	 
	2.	 	Suit filed by a group of tenants at the Parent’s property in San Jose, California filed
a complaint on April 30, 2009 in California Superior Court for Santa Clara County, alleging
that the Parent failed to properly maintain the property and improperly reduced the
services provided to tenants, among other allegations. On October 8, 2009, the court
granted the Parent’s motion to compel arbitration and stayed the court proceedings pending
the outcome of the arbitration. Plaintiffs sought to overturn the trial court’s
arbitration and stay orders, and filed a petition with the Court of Appeal and the oral
arguments were heard on February 22, 2011.
	 
	3.	 	Class action lawsuit filed by a single named plaintiff on October 16, 2008 in
California state court, alleging that when the Parent acquired substantially all of the
assets and certain liabilities of Privileged Access, LP on August 14, 2008, the Parent and
other named defendants willfully failed to pay former California employees of Privileged
Access and its affiliates (“PA”) who became employees of the Parent all of the
wages they earned during their employment with PA, including accrued violation time. The
complaint seeks, among other relief, compensatory and statutory damages, restitution,
pre-judgment and post-judgment interest, attorney’s fees, expenses and costs, penalties,
and exemplary and punitive damages, but does not specify a dollar amount. On February 15,
2011, the Court granted plaintiff’s motion for class certification.
	 
	4.	 	Class action lawsuit filed by a single named plaintiff on December 16, 2008 in
Washington state court by a single named plaintiff, represented by the same counsel as the
plaintiff in the litigation matter provided in item 2 above, asserting on behalf of a
putative class of Washington employees of PA who became employees of the Parent
substantially similar allegations as are alleged in the California class action in item 2
above. On April 3, 2009, the Court dismissed some causes of action but did not dismiss the
action for breach of contract, the duty of good faith and fair dealing and unjust
enrichment. On July 30, 2010, the named plaintiff in this case died as a result of
unrelated accident, and plaintiff’s counsel may attempt to substitute a new plaintiff.




 









 











Schedule 9.10

Transactions with Affiliates



None.





 









 








EXHIBIT A




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT



     This Assignment and Assumption Agreement (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee
identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the
rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not
joint.]4 Capitalized terms used but not defined herein shall have the meanings given to
them in the Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy
of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made
a part of this Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights
and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including without limitation any guarantees included in such facilities) and (ii)
to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in
their respective capacities as Lenders)] against any Person, whether known or unknown, arising
under or in connection with the Loan Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by
[the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without
recourse to [the][any] Assignor and, except as





 




			
	1	 	For bracketed language here and elsewhere in this
form relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple
Assignors, choose the second bracketed language.
	 
	2	 	For bracketed language here and elsewhere in this
form relating to the Assignee(s), if the assignment is to a single Assignee,
choose the first bracketed language. If the assignment is to multiple
Assignees, choose the second bracketed language.
	 
	3	 	Select as appropriate.
	 
	4	 	Include bracketed language if there are either
multiple Assignors or multiple Assignees.




 









 









expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.




	 	 	 	 	 

	1.

	 	Assignor[s]:
	 	____________________
	 
	 	 	 	 
	 

	 	 	 	____________________
	 
	 	 	 	 
	2.

	 	Assignee[s]:
	 	____________________
	 
	 	 	 	 
	 

	 	 	 	____________________
	 
	 	 	 	 
	 

	 	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
	 
	 	 	 	 
	3.

	 	Borrower(s):
	 	MHC Operating Limited Partnership
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	Wells Fargo Bank, National Association, as

the administrative agent under the Loan

Agreement
	 
	 	 	 	 
	5.

	 	Loan Agreement:
	 	The $200,000,000.00 Term Loan Agreement
dated as of July 1, 2011 among MHC
Operating Limited Partnership, the Lenders
parties thereto, Wells Fargo Bank, National
Association, as Administrative Agent and
the other parties thereto.
	 
	 	 	 	 
	6.

	 	Assigned Interest[s]:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Aggregate	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	 	 	Percentage	 	 
	 	 	 	 	Loans for all	 	Amount of	 	Assigned of	 	CUSIP
	Assignor[s]5	 	Assignee[s]6	 	Lenders7	 	Loan Assigned	 	Loan8	 	Number
	 	 	 	 	 	$	 	 	 	$	 	 	 	%	 	 	 

	 	 	 	 	 	$	 	 	 	$	 	 	 	%	 	 	 







	 	 	 	 	 

	[7.

	 	Trade Date:
	 	______________]9






[Page break]






 




			
	5	 	List each Assignor, as appropriate.
	 
	6	 	List each Assignee, as appropriate.
	 
	7	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	8	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.
	 
	9	 	To be completed if the Assignor(s) and the
Assignee(s) intend that the minimum assignment amount is to be determined as of
the Trade Date.




A-2









 









Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR[S]10





[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE[S]11



[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Page Break]






 




			
	10	 	Add additional signature blocks as needed.
	 
	11	 	Add additional signature blocks as needed.




A-3









 









[Consented to and]12 Accepted:




	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 


[Consented to:]13




	 	 	 	 	 
	MHC OPERATING LIMITED PARTNERSHIP

 	 	 
	By:  	                     MHC Trust, its General Partner
 	 	 
	 	 	 
	By:  	                     Equity Lifestyle Properties, Inc.,
 	 	 
	 	its sole Voting Shareholder 	 	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 





 




			
	12	 	To be added only if the consent of the
Administrative Agent is required by the terms of the Loan Agreement.
	 
	13	 	Include signature of the Borrower only if required
under Section 12.6.(b) of the Loan Agreement.




A-4









 










ANNEX 1




[__________________]14




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



     1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Parent, the Borrower, any of their respective
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv)
the performance or observance by the Parent, the Borrower, any of their respective Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any Loan Document.



     1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to become a
Lender under the Loan Agreement, (ii) it meets all the requirements to be an Eligible Assignee as
defined in the Loan Agreement (subject to such consents, if any, as may be required under such
definition), (iii) from and after the Effective Date specified for this Assignment and Assumption,
it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent
of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it is sophisticated with respect to decisions to acquire assets of the type represented by the
Assigned Interest and either it, or the person exercising discretion in making its decision to
acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received
a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive
copies of the most recent financial statements delivered pursuant to Section 8.1 or 8.2., as
applicable, and such other documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the terms of the Loan
Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, [the][any] Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in





 




			
	14	 	Describe Loan Agreement at option of Administrative
Agent.




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taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.




     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued
prior to, on or after the Effective Date specified for this Assignment and Assumption. The
Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to such Effective Date or with respect to the making of this
assignment directly between themselves.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.




A-6











 





EXHIBIT B




FORM OF GUARANTY



     THIS GUARANTY dated as of July 1, 2011 executed and delivered by each of the undersigned and
the other Persons from time to time party hereto pursuant to the execution and delivery of an
Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other
Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as Administrative Agent (the “Administrative
Agent”) for the Lenders under that certain Term Loan Agreement dated as of July 1, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by
and among MHC Operating Limited Partnership (the “Borrower”), Equity Lifestyle Properties, Inc.
(the “Parent”), the financial institutions party thereto and their assignees under Section 12.6.
thereof (the “Lenders”) and the Administrative Agent (the Administrative Agent and the Lenders,
each individually a “Guarantied Party” and collectively, the “Guarantied Parties”) and the other
parties thereto.



     WHEREAS, pursuant to the Loan Agreement and the Guarantied Parties have agreed to make
available to the Borrower certain financial accommodations on the terms and conditions set forth in
the Loan Agreement;



     WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually
dependent on each other in the conduct of their respective businesses as an integrated operation
and have determined it to be in their mutual best interests to obtain financing from the
Administrative Agent and the Lenders through their collective efforts;



     WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from
the Guarantied Parties making such financial accommodations available to the Borrower under the
Loan Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations
to the Administrative Agent and the Lenders on the terms and conditions contained herein; and



     WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the
Administrative Agent and the Lenders making such financial accommodations to the Borrower.



          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each Guarantor, each Guarantor agrees as follows:



     Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and
unconditionally guaranties the due and punctual payment and performance when due, whether at stated
maturity, by acceleration or otherwise, of all of the following (collectively referred to as the
“Guarantied Obligations”): (a) all Obligations under the Loan Agreement and the other Loan
Documents to the Administrative Agent or any other Guarantied Party thereunder or in connection
therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the
foregoing; (c) all reasonable out-of-pocket expenses, including, without limitation, reasonable
attorneys’ fees and disbursements, that are incurred by the Administrative Agent or any other
Guarantied Party in the enforcement of any of the foregoing or any obligation of such Guarantor
hereunder; and (d) all other Obligations.



B-1









 





     Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of
payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, the
Guarantied Parties shall not be obligated or required before enforcing this Guaranty against any
Guarantor: (a) to pursue any right or remedy the Guarantied Parties may have against the Borrower,
any other Loan Party or any other Person or commence any suit or other proceeding against the
Borrower, any other Loan Party or any other Person in any court or other tribunal; (b) to make any
claim in a liquidation or bankruptcy of the Borrower, any other Loan Party or any other Person; or
(c) to make demand of the Borrower, any other Loan Party or any other Person or to enforce or seek
to enforce or realize upon any collateral security held by the Guarantied Parties which may secure
any of the Guarantied Obligations.



     Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied
Obligations will be paid strictly in accordance with the terms of the documents evidencing the
same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Guarantied Parties with respect thereto. The liability of each
Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with
its terms and shall remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including without limitation, the following (whether or not such Guarantor consents
thereto or has notice thereof):



     (a) (i) any change in the amount, interest rate or due date or other term of any of the
Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any
portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the
departure from or other indulgence with respect to, the Loan Agreement, any other Loan Document, or
any other document or instrument evidencing or relating to any Guarantied Obligations, or (iv) any
waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or
inaction under or in respect of, the Loan Agreement, any of the other Loan Documents, or any other
documents, instruments or agreements relating to the Guarantied Obligations or any other instrument
or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or
transfer of any of the foregoing;



     (b) any lack of validity or enforceability of the Loan Agreement, any of the other Loan
Documents or any other document, instrument or agreement referred to therein or evidencing any
Guarantied Obligations or any assignment or transfer of any of the foregoing;



     (c) any furnishing to the Guarantied Parties of any security for the Guarantied Obligations,
or any sale, exchange, release or surrender of, or realization on, any collateral securing any of
the Obligations;



     (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor,
or any liability of any other party with respect to the Guarantied Obligations, or any
subordination of the payment of the Guarantied Obligations to the payment of any other liability of
the Borrower or any other Loan Party;



     (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party
or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver,
or by any court, in any such proceeding;



B-2









 





     (f) any act or failure to act by the Borrower, any other Loan Party or any other Person which
may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover
payments made under this Guaranty;



     (g) any nonperfection or impairment of any security interest or other Lien on any collateral,
if any, securing in any way any of the Obligations;



     (h) any application of sums paid by the Borrower, any other Guarantor or any other Person with
respect to the liabilities of the Borrower to the Guarantied Parties, regardless of what
liabilities of the Borrower remain unpaid;



     (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the
exercise thereof;



     (j) any defense, set off, claim or counterclaim (other than payment and performance in full of
the Guarantied Obligations) which any at any time be available to or be asserted by the Borrower,
any other Loan party or any other Person against the Administrative Agent or any other Guarantied
Party;



     (k) any change in corporate existence, structure or ownership of the Borrower or any other
Loan Party;



     (l) any statement, representation or warranty made or deemed made by or on behalf of the
Borrower, any other Guarantor or any other Loan Party under any Loan Document, or any amendment
hereto or thereto, proves to have been incorrect or misleading in any respect; or



     (m) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, a Guarantor hereunder (other than payment and performance in full or release or
termination of the obligations of any Guarantor hereunder as provided by the terms of the Loan
Agreement).



     Section 4. Action with Respect to Guarantied Obligations. The Guaranteed Parties
may, at any time and from time to time, without the consent of, or notice to, any Guarantor, and
without discharging any Guarantor from its obligations hereunder, take any and all actions
described in Section 3. and may otherwise: (a) amend, modify, alter or supplement the terms of any
of the Guarantied Obligations, including, but not limited to, extending or shortening the time of
payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any
of the Guarantied Obligations; (b) amend, modify, alter or supplement the Loan Agreement or any
other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any
collateral securing any of the Guarantied Obligations; (d) release any Loan Party or other Person
liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or
refrain from exercising, any rights against the Borrower, any other Loan Party or any other Person;
and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in
such order as the Guarantied Parties shall elect.



     Section 5. Representations and Warranties. Each Guarantor hereby makes to the
Administrative Agent and the other Guarantied Parties all of the representations and warranties
made



B-3









 




by the Borrower with respect to or in any way relating to such Guarantor in the Loan Agreement and
the other Loan Documents, as if the same were set forth herein in full.




     Section 6. Covenants. Each Guarantor will comply with all covenants that which the
Borrower is to cause such Guarantor to comply with under the terms of the Loan Agreement or any of
the other Loan Documents.



     Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable
Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any
kind, and any other act or thing, or omission or delay to do any other act or thing, which in any
manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to
discharge such Guarantor from its obligations hereunder.



     Section 8. Inability to Accelerate Loan. If the Guarantied Parties or any of them
are prevented under Applicable Law or otherwise from demanding or accelerating payment of any one
of the Guarantied Obligations by reason of any automatic stay or otherwise, the Administrative
Agent and/or the other Guarantied Parties shall be entitled to receive from each Guarantor, upon
demand therefor, the sums which otherwise would have been due had such demand or acceleration
occurred.



     Section 9. Reinstatement of Guarantied Obligations. If claim is ever made on the
Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guarantied Obligations, and the
Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of
(a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or
(b) any settlement or compromise of any such claim effected by the Administrative Agent or such
other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy
for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree,
order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or
the cancellation of the Loan Agreement, any of the other Loan Documents, or any other instrument
evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the
Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the
same extent as if such amount had never originally been paid to the Administrative Agent or such
other Guarantied Party.



     Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder
for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee
against the Borrower; provided, however, that such Guarantor shall not enforce any
right or receive any payment by way of subrogation or otherwise take any action in respect of any
other claim or cause of action such Guarantor may have against the Borrower arising by reason of
any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the
Guarantied Obligations have been paid and performed in full. If any amount shall be paid to such
Guarantor on account of or in respect of such subrogation rights or other claims or causes of
action, such Guarantor shall hold such amount in trust for the benefit of the Guarantied Parties
and shall forthwith pay such amount to the Administrative Agent to be credited and applied against
the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Loan
Agreement.



     Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder,
whether of principal, interest, fees, expenses, premiums or otherwise, shall be paid in full,
without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes,
subject to



B-4









 




Section 3.10. of the Loan Agreement), and if such Guarantor is required by Applicable Law or by any
Governmental Authority to make any such deduction or withholding, subject to Section 3.10. of the
Loan Agreement, such Guarantor shall pay to the Administrative Agent and the Lenders such
additional amount as will result in the receipt by the Administrative Agent and the Lenders of the
full amount payable hereunder had such deduction or withholding not occurred or been required.




     Section 12. Set-off. In addition to any rights now or hereafter granted under any of
the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each
Guarantor hereby authorizes each Guarantied Party and each Participant, at any time while an Event
of Default exists, subject to and pursuant to Section 12.4 of the Loan Agreement, without any prior
notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but
in the case of a Lender or a Participant subject to receipt of the prior written consent of the
Administrative Agent and Requisite Lenders, exercised in their sole discretion, to set-off and to
appropriate and to apply any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other
indebtedness at any time held or owing by the Administrative Agent, such Lender, or such
Participant or any affiliate of the Administrative Agent, or such Lender to or for the credit or
the account of such Guarantor against and on account of any of the Guarantied Obligations, although
such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent
permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and
other rights with respect to its participation as fully as if such Participant were a direct
creditor of such Guarantor in the amount of such participation, to the extent permitted under the
Loan Agreement.



     Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for
the benefit of the Guarantied Parties that all obligations and liabilities of the Borrower to such
Guarantor of whatever description, including without limitation, all intercompany receivables of
such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be subordinate and
junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, then
no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by
setoff or otherwise) from the Borrower on account of or in any manner in respect of any Junior
Claim until all of the Guarantied Obligations have been paid in full.



     Section 14. Avoidance Provisions. It is the intent of each Guarantor, the
Administrative Agent and the other Guarantied Parties that in any Proceeding, such Guarantor’s
maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not
otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such
Guarantor to the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in
such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the
Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) and (b) any state fraudulent transfer
or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section
544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or
unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such
Guarantor to the Guarantied Parties) shall be determined in any such Proceeding are referred to as
the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor
hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum
Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that
amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred
under the Avoidance Provisions, would not cause the obligations of any Guarantor hereunder (or any
other obligations of such Guarantor to the Guarantied Parties), to be subject to avoidance under
the



B-5









 




Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative
Agent and the other Guarantied Parties hereunder to the maximum extent that would not cause the
obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions,
and no Guarantor or any other Person shall have any right or claim under this Section as against
the Guarantied Parties that would not otherwise be available to such Person under the Avoidance
Provisions.




     Section 15. Right of Contribution. The Guarantors hereby agree as among themselves
that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other Guarantor’s
Contribution Share (as defined below) of such Excess Payment. The payment obligations of any
Guarantor under this Section shall be subordinate and subject in right of payment to the
Obligations until such time as the Obligations have been paid in full and the Commitments have
expired or terminated, and none of the Guarantors shall exercise any right or remedy under this
Section against any other Guarantor until such Obligations have been paid in full and the
Commitments have expired or terminated. This Section shall not be deemed to affect any right of
subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable
Law against the Borrower in respect of any payment of Guarantied Obligations. Notwithstanding the
foregoing, all rights of contribution against any Guarantor shall terminate from and after such
time, if ever, that such Guarantor shall cease to be a Guarantor in accordance with the applicable
provisions of the Loan Documents. For purposes of this Section, the following terms have the
indicated meanings:



     (a) “Excess Payment” means the amount paid by any Guarantor in excess of its Ratable Share of
any Guarantied Obligations.



     (b) “Ratable Share” means, for any Guarantor in respect of any payment of Obligations, the
ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i)
the amount by which the aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all
assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided,
however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect
of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any
such payment shall be deemed to have been a Guarantor on the date of such payment and the financial
information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized
for such Guarantor in connection with such payment.



     (c) “Contribution Share” means, for any Guarantor in respect of any Excess Payment made by any
other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i)
the amount by which the aggregate present fair salable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all
assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds
the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties
other than the maker of such Excess Payment; provided, however, that, for purposes
of calculating the Contribution Shares of the Guarantors in respect



B-6









 




of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such
Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the
financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be
utilized for such Guarantor in connection with such Excess Payment.




     Section 16. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the financial condition of the Borrower and the other Loan Parties, and
of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that neither of the Administrative Agent nor any other Guarantied Party shall have any duty
whatsoever to advise any Guarantor of information regarding such circumstances or risks.



     Section 17. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.



     SECTION 18. WAIVER OF JURY TRIAL.



     (a) EACH GUARANTOR, AND EACH OF THE ADMINISTRATIVE AGENT AND THE OTHER GUARANTIED PARTIES BY
ACCEPTING THE BENEFITS HEREOF, ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN SUCH GUARANTOR,
THE ADMINISTRATIVE AGENT OR ANY OF THE OTHER GUARANTIED PARTIES WOULD BE BASED ON DIFFICULT AND
COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE
OTHER GUARANTIED PARTIES HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF
ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY
PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER
SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE
LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.



     (B) EACH GUARANTOR, AND EACH OF THE ADMINISTRATIVE AGENT AND THE OTHER GUARANTIED PARTIES BY
ACCEPTING THE BENEFITS HEREOF, HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK
SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE
GUARANTORS, THE ADMINISTRATIVE AGENT OR ANY OF THE OTHER GUARANTIED PARTIES, PERTAINING DIRECTLY OR
INDIRECTLY TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR
THEREFROM. EACH GUARANTOR AND EACH OF THE GUARANTIED PARTIES EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO
SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT



B-7









 




OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD
OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE
THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED PARTY OR THE
ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED PARTY OF ANY JUDGMENT OBTAINED IN
SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.




     (C) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, AND
THE TERMINATION OF THIS GUARANTY.



     Section 19. Loan Accounts. The Administrative Agent and each other Guarantied Party
may maintain books and accounts setting forth the amounts of principal, interest and other sums
paid and payable with respect to the Guarantied Obligations arising under or in connection with the
Loan Agreement, and in the case of any dispute relating to any of the outstanding amount, payment
or receipt of any of such Guarantied Obligations or otherwise, the entries in such books and
accounts shall be deemed conclusive evidence of amounts and other matters set forth herein, absent
manifest error. The failure of the Administrative Agent or other Guarantied Party to maintain such
books and accounts shall not in any way relieve or discharge any Guarantor of any of its
obligations hereunder.



     Section 20. Waiver of Remedies. No delay or failure on the part of the
Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may
have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single
or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or
remedy shall preclude any other or further exercise thereof or the exercise of any other such right
or remedy.



     Section 21. Termination. Notwithstanding any provision contained herein to the
contrary, except as provided in Section 9, this Guaranty shall remain in full force and effect with
respect to each Guarantor until payment in full of the Guarantied Obligations and the termination
of the Loan Agreement in accordance with Section 12.11 thereof, in each case other than contingent
indemnification obligations for which no claim has been made, and the termination or cancellation
of the Loan Agreement in accordance with its terms.



     Section 22. Successors and Assigns. Each reference herein to the Administrative
Agent or any other Guarantied Party shall be deemed to include such Person’s respective successors
and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose
favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor
shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also
shall be binding. The Guarantied Parties may, in accordance with the applicable provisions of the
Loan Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell participations
in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor
and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Subject to
Section 12.9. of the Loan Agreement, each Guarantor hereby consents to the delivery by the
Administrative Agent and any other Guarantied Party to any Assignee or Participant (or any
prospective Assignee or Participant) of any financial or other information regarding the Borrower
or any Guarantor. No Guarantor may assign or transfer its obligations hereunder to any Person
without



B-8









 




the prior written consent of all Lenders and any such assignment or other transfer to which all of
the Lenders have not so consented shall be null and void.




     Section 23. Joint and Several Obligations. The Obligations of the Guarantors
hereunder shall be joint and several, and accordingly, each guarantor confirms that it is liable
for the full amount of the “Guarantied Obligations” and all of the obligations and liabilities of
each of the other Guarantors hereunder.



     Section 24. Amendments. This Guaranty may not be amended except in writing signed by
the Administrative Agent and each Guarantor, subject to Section 12.7 of the Loan Agreement.



     Section 25. Payments. All payments to be made by any Guarantor pursuant to this
Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at
its Principal Office, not later than 1:00 p.m. Central time on the date of demand therefor.



     Section 26. Notices. All notices, requests and other communications hereunder shall
be in writing (including facsimile transmission or similar writing) and shall be given (a) to each
Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or
any other Guarantied Party at its respective address for notices provided for in the Loan
Agreement, or (c) as to each such party at such other address as such party shall designate in a
written notice to the other parties. Each such notice, request or other communication shall be
effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand
delivered, when delivered; provided, however, that any notice of a change of
address for notices shall not be effective until received.



     Section 27. Severability. In case any provision of this Guaranty shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     Section 28. Headings. Section headings used in this Guaranty are for convenience
only and shall not affect the construction of this Guaranty.



     Section 29. Limitation of Liability. Neither the Administrative Agent nor any other
Guarantied Party, nor any affiliate, officer, director, employee, attorney, or agent of the
Administrative Agent or any other Guarantied Party, shall have any liability with respect to, and
each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in
connection with, arising out of, or in any way related to, this Guaranty or any of the other Loan
Documents, or any of the transactions contemplated by this Guaranty, the Loan Agreement or any of
the other Loan Documents. Each Guarantor hereby waives, releases, and agrees not to sue the
Administrative Agent or any other Guarantied Party or any of the Administrative Agent’s or any
other Guarantied Party’s affiliates, officers, directors, employees, attorneys, or agents for
punitive damages in respect of any claim in connection with, arising out of, or in any way related
to, this Guaranty, the Loan Agreement or any of the other Loan Documents, or any of the
transactions contemplated by hereby or thereby.



     Section 30. Electronic Delivery of Certain Information. Each Guarantor acknowledges
and agrees that information regarding the Guarantor may be delivered electronically pursuant to
Section 8.6 of the Loan Agreement.



     Section 31. Definitions. (a) For the purposes of Section 14 of this Guaranty:



B-9









 





     “Proceeding” means any of the following: (i) a voluntary or involuntary case
concerning any Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended; (ii) a
custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed
for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any
other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in
effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or
bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered
by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit
of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a
meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix)
any Guarantor shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor
for the purpose of effecting any of the foregoing.



     (b) Terms not otherwise defined herein are used herein with the respective meanings given them
in the Loan Agreement.



[Signatures on Following Page]







B-10









 








     IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the
date and year first written above.



	 	 	 	 	 
	 	MHC TRUST

 	 
	 	By:  	Equity Lifestyle Properties, Inc.,
 	 
	 	 	Its sole Voting Shareholder 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MHC T1000 TRUST

 	 
	 	By:  	MHC Operating Limited Partnership,
 	 
	 	 	its sole Voting Shareholder 	 
	 	 	 
	 	By:  	MHC Trust, its General Partner
 	 
	 
	 	By:  	Equity Lifestyle Properties, Inc.,
 	 
	 	 	its sole Voting Shareholder 	 
	 
	 	By:  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EQUITY LIFESTYLE PROPERTIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices for all Guarantors:



c/o MHC Operating Limited Partnership

130 N. Wacker Drive 

Chicago, Illinois 60606

Attention:  _____________

Telecopy:        (____) __________

Telephone:      (____) __________

 	 
	 	 	 
	 	 	 
	 	 	 



B-11









 






	 	 	 	 	 



ANNEX I




FORM OF ACCESSION AGREEMENT




     THIS ACCESSION AGREEMENT dated as of ____________, ____, executed and delivered by
______________________, a _____________ (the “New Guarantor”) in favor of WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as Administrative Agent (the “Administrative
Agent”) for the Lenders under that certain Term Loan Agreement dated as of July 1, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by
and among MHC Operating Limited Partnership (the “Borrower”), Equity Lifestyle Properties, Inc.
(the “Parent”), the financial institutions party thereto and their assignees under Section 12.6.
thereof (the “Lenders”), Administrative Agent, (the Administrative Agent and the Lenders, each
individually a “Guarantied Party” and collectively, the “Guarantied Parties”), and the other
parties thereto.



     WHEREAS, pursuant to the Loan Agreement, the Guarantied Parties have agreed to make available
to the Borrower certain financial accommodations on the terms and conditions set forth in the Loan
Agreement;



     WHEREAS, the Borrower, the New Guarantor and the existing Guarantors, though separate legal
entities, are mutually dependent on each other in the conduct of their respective businesses as an
integrated operation and have determined it to be in their mutual best interests to obtain
financing from the Guarantied Parties through their collective efforts;



     WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from
the Guarantied Parties making such financial accommodations available to the Borrower under the
Loan Agreement and, accordingly, the New Guarantor is willing to guarantee the Borrower’s
obligations to the Guarantied Parties on the terms and conditions contained herein; and



     WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the
Administrative Agent and the other Guarantied Parties continuing to make such financial
accommodations to the Borrower.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:



     Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a
“Guarantor” under that certain Guaranty dated as of July 1, 2011 (as amended, supplemented,
restated or otherwise modified from time to time, the “Guaranty”), made by the Guarantors party
thereto in favor of the Administrative Agent, for its benefit and the benefit of Guarantied Parties
and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if
the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality
of the foregoing, the New Guarantor hereby:



     (a) irrevocably and unconditionally guarantees the due and punctual payment and performance
when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations
(as defined in the Guaranty);



B-12









 





     (b) makes to the Administrative Agent and the other Guarantied Parties as of the date hereof
each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be
bound by each of the covenants contained in Section 6 of the Guaranty; and



     (c) consents and agrees to each provision set forth in the Guaranty.



     SECTION 2. GOVERNING LAW. THIS ACCESSION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.



     Section 3. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have their respective defined meanings given them in the Loan Agreement.



     IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed
and delivered under seal by its duly authorized officers as of the date first written above.



	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



c/o MHC Operating Limited Partnership


	 	 
	 	 
	 	
Attention:         _____________________ 

Telecopier:       (___)_________________ 

Telephone:        (___) _______________ 	 



	 	 	 	 	 
	Accepted:



WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 




B-13











 





EXHIBIT C




FORM OF NOTICE OF BORROWING



                    , 20__



	 	 	 

	Wells Fargo Bank, National Association
	Minneapolis Loan Center
	608 2nd Avenue South, 11th Floor
	Minneapolis, Minnesota 55402
	Attention: Scott Solis
	Telecopy:

	 	(312) 782-0969
	Telephone:

	 	(312) 269-4818





Ladies and Gentlemen:




     Reference is made to that certain Term Loan Agreement dated as of July 1, 2011 (as amended,
restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among
MHC Operating Limited Partnership (the “Borrower”), the financial institutions party thereto and
their assignees under Section 12.6. thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto.
Capitalized terms used herein, and not otherwise defined herein, have their respective meanings
given them in the Loan Agreement.




	 	1.	 	Pursuant to Section 2.1.(b) of the Loan Agreement, the Borrower hereby requests
that the Lenders make Loans to the Borrower in an aggregate principal amount equal to
$                                         (net of all fees and expenses).
	 
	 	2.	 	The Borrower requests that such Loans be made available to the Borrower on July
1, 2011.
	 
	 	3.	 	The Borrower hereby requests that the requested Loans all be of the following
Type:
	 
	 	 	 	[Check one box only]






	 	 	 	o Base Rate Loans
	 
	 	 	 	o LIBOR Loans, each with an initial Interest Period for a duration of:





	 	 	 	 	 

	[Check one box only]

	 	o
	 	1 month
	 

	 	o
	 	2 months
	 

	 	o
	 	3 months
	 

	 	o
	 	6 months







	 	4.	 	The proceeds of this borrowing of Loans will be used for the following purpose:
	 	 	 	 
	 	 	 	 




C-1









 












	 	5.	 	The Borrower requests that the proceeds of this borrowing of Loans be made
available to the Borrower by wire transfer in immediately available funds to:





     [insert wire instructions for Borrower’s account].



     The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date
hereof and as of the date of the making of the requested Loans and immediately after giving effect
thereto, (a) no Default or Event of Default exists or shall exist, and (b) the representations and
warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to
which any of them is a party are and shall be true and correct in all material respects, except to
the extent that such representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and correct on and as of such
earlier date) and except for changes in factual circumstances not prohibited under the Loan
Documents. In addition, the Borrower certifies to the Administrative Agent and the Lenders that all
conditions to the making of the Loans contained in Article V. of the Loan Agreement will have been
satisfied (or waived in accordance with the applicable provisions of the Loan Documents) at the
time such Loans are made.



     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Borrowing
as of the date first written above.



	 	 	 	 	 
	 	MHC OPERATING LIMITED PARTNERSHIP

 	 
	 	By:  	MHC Trust, its General Partner
 	 
	 	 	 
	 	By:  	                     Equity Lifestyle Properties, Inc.,
its sole Voting Shareholder
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



C-2









 






	 	 	 	 	 



EXHIBIT D




FORM OF NOTICE OF CONTINUATION



                    , 20__



	 	 	 

	Wells Fargo Bank, National Association
	Minneapolis Loan Center
	608 2nd Avenue South, 11th Floor
	Minneapolis, Minnesota 55402
	Attention: Scott Solis
	Telecopy:

	 	(312) 782-0969
	Telephone:

	 	(312) 269-4818





Ladies and Gentlemen:




     Reference is made to that certain Term Loan Agreement dated as of July 1, 2011 (as amended,
restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among
MHC Operating Limited Partnership (the “Borrower”), the financial institutions party thereto and
their assignees under Section 12.6. thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto.
Capitalized terms used herein, and not otherwise defined herein, have their respective meanings
given them in the Loan Agreement.



     Pursuant to Section 2.6. of the Loan Agreement, the Borrower hereby requests a Continuation of
a borrowing of Loans under the Loan Agreement, and in connection with such a request, sets forth
below the information relating to such Continuation as required by such Section of the Loan
Agreement:




	 	1.	 	The proposed date of such Continuation is                     , 20_.
	 
	 	2.	 	The aggregate principal amount of Loans subject to the requested Continuation
is $                                         and was originally borrowed by the Borrower on
                    , 20_.
	 
	 	3.	 	The portion of such principal amount subject to such Continuation is
$                                                            .
	 
	 	4.	 	The current Interest Period for each of the Loans subject to such Continuation
ends on                     , 20_.
	 
	 	5.	 	The duration of the new Interest Period for each of such Loans or portion
thereof subject to such Continuation is:





	 	 	 	 	 

	[Check one box only]

	 	o
	 	1 month
	 

	 	o
	 	2 months






D-1









 






	 	 	 	 	 

	 

	 	o
	 	3 months
	 

	 	o
	 	6 months






     The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date
hereof and as of the proposed date of the requested Continuation and after immediately giving
effect thereto, no Event of Default exists or will exist.



     If notice of the requested Continuation was given previously by telephone, this notice is to
be considered the written confirmation of such telephone notice required by Section 2.7. of the
Loan Agreement.



     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of
Continuation as of the date first written above.



	 	 	 	 	 
	 	MHC OPERATING LIMITED PARTNERSHIP

 	 
	 	By:  	MHC Trust, its General Partner
 	 
	 	 	 
	 	By:  	                     Equity Lifestyle Properties, Inc.,
 	 
	 	 	its sole Voting Shareholder 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



D-2









 






	 	 	 	 	 



EXHIBIT E




FORM OF NOTICE OF CONVERSION



                    , 20__



	 	 	 

	Wells Fargo Bank, National Association
	Minneapolis Loan Center
	608 2nd Avenue South, 11th Floor
	Minneapolis, Minnesota 55402
	Attention: Scott Solis
	Telecopy:

	 	(312) 782-0969
	Telephone:

	 	(312) 269-4818





Ladies and Gentlemen:




     Reference is made to that certain Term Loan Agreement dated as of July 1, 2011 (as amended,
restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among
MHC Operating Limited Partnership (the “Borrower”), the financial institutions party thereto and
their assignees under Section 12.6. thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto.
Capitalized terms used herein, and not otherwise defined herein, have their respective meanings
given them in the Loan Agreement.



     Pursuant to Section 2.7. of the Loan Agreement, the Borrower hereby requests a Conversion of a
borrowing of Loans of one Type into Loans of another Type under the Loan Agreement, and in
connection with such a request, sets forth below the information relating to such Conversion as
required by such Section of the Loan Agreement:




	 	1.	 	The proposed date of such Conversion is                     , 20_.
	 
	 	2.	 	The Loans to be Converted pursuant hereto are currently:





	 	 	 	 	 

	[Check one box only]

	 	o
	 	Base Rate Loans
	 

	 	o
	 	LIBOR Loans







	 	3.	 	The aggregate principal amount of Loans subject to the requested Conversion is
$                                         and was originally borrowed by the Borrower on                     , 20_.
	 
	 	4.	 	The portion of such principal amount subject to such Conversion is
$                                        .




E-1









 












	 	5.	 	The amount of such Loans to be so Converted is to be converted into Loans of
the following Type:





	 	 	 	 	 

	[Check one box only]

	 	o
	 	Base Rate Loans
	 

	 	o
	 	LIBOR Loans, each with an initial Interest Period for a duration of:






	 	 	 	 	 

	[Check one box only]

	 	o
	 	1 month
	 

	 	o
	 	2 months
	 

	 	o
	 	3 months
	 

	 	o
	 	6 months






     The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date
hereof and as of the proposed date of the requested Continuation and immediately after giving
effect thereto, no [Default or]1 Event of Default exists or will exist.



     If notice of the requested Conversion was given previously by telephone, this notice is to be
considered the written confirmation of such telephone notice required by Section 2.8. of the Loan
Agreement.



     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Conversion
as of the date first written above.



	 	 	 	 	 
	 	MHC OPERATING LIMITED PARTNERSHIP

 	 
	 	By:  	Equity Lifestyle Properties, Inc.,
 	 
	 	 	its sole Voting Shareholder 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Insert this language if a conversion from a Base Rate Loan to a LIBOR Loan is being requested.




E-2









 










EXHIBIT F




FORM OF TERM LOAN NOTE



			
	 	 	 
	$                                        
	 	                    , 20__






     FOR VALUE RECEIVED, the undersigned, MHC OPERATING LIMITED PARTNERSHIP, a limited partnership
formed under the laws of the State of Illinois (the “Borrower”) hereby unconditionally promises to
pay to the order of ___________________________ (the “Lender”), in care of Wells Fargo Bank,
National Association, as Administrative Agent (the “Administrative Agent”), to Wells Fargo Bank,
National Association, NorthStar East Building, MAC:N9303-110, 608 Second Avenue S., Minneapolis,
Minnesota 55402, or at such other address as may be specified in writing by the Administrative
Agent to the Borrower, the principal sum of ___________________ AND ___/100 DOLLARS
($_____________) (or such lesser amount as shall equal the aggregate unpaid principal amount of
Loans made by the Lender to the Borrower under the Loan Agreement (as herein defined)), on the
dates and in the principal amounts provided in the Loan Agreement, and to pay interest on the
unpaid principal amount owing hereunder, at the rates and on the dates provided in the Loan
Agreement.



     The date, amount of each Loan made by the Lender to the Borrower, and each payment made on
account of the principal thereof, shall be recorded by the Lender on its books and, prior to any
transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation
thereof, provided that the failure of the Lender to make any such recordation or endorsement shall
not affect the obligations of the Borrower to make a payment when due of any amount owing under the
Loan Agreement or hereunder in respect of the Loans made by the Lender.



     This Note is one of the “Notes” referred to in the Term Loan Agreement dated as of July 1,
2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”), by and among the Borrower, Equity Lifestyle Properties, Inc. (the “Parent”), the
financial institutions party thereto and their assignees under Section 12.6. thereof, the
Administrative Agent, and the other parties thereto, and is subject to, and entitled to, all
provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have
the respective meanings given to such terms in the Loan Agreement.



     The Loan Agreement, among other things, (a) permits the prepayment of the Loans evidenced by
this Note by the Borrower subject to certain terms and conditions and (c) provides for the
acceleration of the maturity of the Loans evidenced by this Note upon the occurrence of certain
specified events.



     Except as permitted by Section 12.6. of the Loan Agreement, this Note may not be assigned by
the Lender to any other Person.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.



G-1









 





     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



     Time is of the essence for this Note.



     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note under seal as of the
date first written above.



	 	 	 	 	 
	 	MHC OPERATING LIMITED PARTNERSHIP

 	 
	 	By:  	MHC Trust, its General Partner
 	 
	 	 	 
	 	By:  	                     Equity Lifestyle Properties, Inc.,
its sole Voting Shareholder
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



G-2









 






	 	 	 	 	 



SCHEDULE OF LOANS





     This Note evidences Loans made under the within-described Loan Agreement to the Borrower, on
the dates, in the principal amounts, bearing interest at the rates and maturing on the dates set
forth below, subject to the payments and prepayments of principal set forth below:



	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	Amount Paid or	 	Unpaid	 	Notation
	Date of Loan	 	of Loan	 	Prepaid	 	Principal Amount	 	Made By
	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 
	 	 
	 	 
	 	 





G-1









 






EXHIBIT I




TRANSFER AUTHORIZER DESIGNATION

(For Disbursement of Loan Proceeds by Funds Transfer)


o NEW   o REPLACE PREVIOUS DESIGNATION   o ADD   o CHANGE   
o DELETE LINE NUMBER   _____



The following representatives of MHC Operating Limited Partnership (“Borrower”) are
authorized to request the disbursement of Loan Proceeds and initiate funds transfers for Loan
Number 104239 assigned to the unsecured term loan facility evidenced by the Term
Loan Agreement dated July 1, 2011 among the Borrower, Equity Lifestyle Properties, Inc., each
of the financial institutions initially a signatory thereto together with their assignees
under Section 12.6. thereof (the “Lenders”), Wells Fargo Bank, National Association, as the
Administrative Agent for the Lenders (the “Administrative Agent”) and the other parties
thereto. The Administrative Agent is authorized to rely on this Transfer Authorizer
Designation until it has received a new Transfer Authorizer Designation signed by Borrower,
even in the event that any or all of the foregoing information may have changed.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Maximum
	 	 	 	 	 	 	 	 	Wire
	Name	 	Title	 	Amount1





[Continued on next page]






 




			
	1 	 	 Maximum Wire Amount may not exceed the Loan
Amount.




I-1









 










Beneficiary Bank and Account Holder Information




	 	 	 	 	 

	1.
	 	 	 	 
	 
	 	 	 	 
	 	 	Transfer Funds to (Receiving Party Account Name):
	 
	 	 	 	 
	 	 	Receiving Party Account Number:
	 
	 	 	 	 
	 

	 	Receiving Bank Name, City and State:
	 	Receiving Bank Routing (ABA)

Number
	 
	 	 	 	 
	 	 	Maximum Transfer Amount:
	 
	 	 	 	 
	 	 	Further Credit Information/Instructions:






	 	 	 	 	 

	2.
	 	 	 	 
	 
	 	 	 	 
	 	 	Transfer Funds to (Receiving Party Account Name):
	 
	 	 	 	 
	 	 	Receiving Party Account Number:
	 
	 	 	 	 
	 

	 	Receiving Bank Name, City and State:
	 	Receiving Bank Routing (ABA)

Number
	 
	 	 	 	 
	 	 	Maximum Transfer Amount:
	 
	 	 	 	 
	 	 	Further Credit Information/Instructions:






	 	 	 	 	 

	3.
	 	 	 	 
	 
	 	 	 	 
	 	 	Transfer Funds to (Receiving Party Account Name):
	 
	 	 	 	 
	 	 	Receiving Party Account Number:
	 
	 	 	 	 
	 

	 	Receiving Bank Name, City and State:
	 	Receiving Bank Routing (ABA)

Number
	 
	 	 	 	 
	 	 	Maximum Transfer Amount:
	 
	 	 	 	 
	 	 	Further Credit Information/Instructions:






I-2









 






Date:                     , 2011




	 	 	 	 	 
	MHC OPERATING LIMITED PARTNERSHIP

 	 	 
	By:  	MHC Trust, its General Partner
 	 	 
	 	 	 
	By:  	                     Equity Lifestyle Properties, Inc.,
 	 	 
	 	its sole Voting Shareholder 	 	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



I-3









 






	 	 	 	 	 



EXHIBIT J




FORM OF OPINION OF COUNSEL




J-1











 









Paul, Hastings, Janofsky & Walker LLP

Park Avenue Tower

75 East 55th Street

First Floor

New York, NY 10022

telephone 212-318-6000 • facsimile 212-319-4090 • www.paulhastings.com




Atlanta

Beijing

Brussels

Chicago

Frankfurt

Hong Kong

London

Los Angeles

Milan

New York

Orange County

Palo Alto

Paris

San Diego

San Francisco

Shanghai

Tokyo

Washington, DC




			
	 	 	 
	July 1, 2011
	 	72869.00095






To the Agent and the Lenders

identified below:




Ladies and Gentlemen:



We have acted as counsel to MHC Operating Limited Partnership, a limited partnership formed
under the laws of the State of Illinois (the “Borrower”). Equity Lifestyle Properties,
Inc., a Maryland, corporation (the “Parent”), MHC Trust, a Maryland real estate investment
trust (“MHC Trust”), and MHC T1000 Trust, a Maryland real estate investment trust
(“T1000 Trust”), in connection with the Term Loan Agreement dated as of July 1, 2011 (the
“Loan Agreement”), among the Borrower, Parent, the lending institutions party thereto
(each a “Lender” and, collectively, the “Lenders”) and Wells Fargo Bank, National
Association, as Administrative Agent for the Lenders (in such capacity, the “Agent” and
together with the Lenders, referred to herein as “you”). The Borrower, Parent, MHC Trust
and T1000 Trust are referred to herein individually as a “Credit Party” and collectively
as the “Credit Parties”. This opinion is being delivered at the request of the Credit
Parties pursuant to Section 5.1(a)(iv) of the Loan Agreement. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.



As such counsel and for purposes of our opinions set forth below, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have deemed necessary or
appropriate as a basis for the opinions set forth herein, including, without limitation:





	 	(i)	 	the Loan Agreement;
	 
	 	(ii)	 	the Notes of even date herewith (the “Notes”) by the Borrower
in favor of the Lenders;
	 
	 	(iii)	 	the Guaranty;
	 
	 	(iv)	 	the certificate of limited partnership of the Borrower, certified as
of June 8, 2011 by the Secretary of State of the State of Illinois, and the
limited partnership agreement of the Borrower as certified by the Secretary of the
Borrower as of the date hereof (collectively, the “Charter Documents”);




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July 1, 2011

Page 2





	 	(v)	 	a certificate of the Secretary of State of the State of Illinois as to the
formation and good standing of the Borrower under the laws of the State of
Illinois as of June 7, 2011 (the “Good Standing Certificate”);
	 
	 	(vi)	 	resolutions adopted by the Borrower’s general partner on July 1, 2011,
certified by the Secretary of the Borrower, relating to the execution and delivery
of, and the performance by the Borrower of its obligations under, the Loan
Documents (as defined below) to which it is a party; and
	 
	 	(vii)	 	certificates of officers and other representatives of each of the
Credit Parties certifying the incumbency, authority and true signatures of the
officers or representatives of each of the Credit Parties authorized to sign the
Loan Documents to which such Credit Party is a party and the certificates and
other documents and instruments being delivered by such Credit Party pursuant to
such Loan Documents and certifying as to other factual matters.




The Loan Agreement, the Notes and the Guaranty are referred to herein, individually, as a
“Loan Document” and, collectively, as the “Loan Documents”.



In addition, we have made such investigations of law as we have deemed relevant and necessary as a
basis for the opinions expressed below.



In such examination and in rendering the opinions expressed below, we have assumed; (i) the due
authorization, execution and delivery of each Loan Document (other than the due authorization,
execution and delivery of the Loan Documents by the Borrower), and each other document referred to
above by all of the patties thereto; (ii) the genuineness of all signatures on all documents
submitted to us; (iii) the authenticity and completeness of all documents, corporate records,
certificates and other instruments reviewed by us; (iv) that photocopy, electronic, certified,
conformed, facsimile and other copies of original documents, corporate records, certificates and
other instruments reviewed by us conform to such original documents, corporate records,
certificates and other instruments; (v) the legal capacity of all individuals executing documents;
(vi) that the Loan Documents are the valid and binding obligations of each of the parties thereto
(other than the Credit Parties) under New York law, enforceable against such parties (other than
the Credit Parties) under New York law in accordance with their respective terms and have not been
amended or terminated orally or in writing except as disclosed to us; (vii) that the statements
contained in the certificates and comparable documents of public officials, officers and
representatives of the Credit Parties and other Persons on which we have relied for the purposes
of this opinion (including, without limitation, the Good Standing Certificate) are true and
correct on and as of the date hereof; (viii) that the rights and remedies set forth in the Loan
Documents will be exercised reasonably and in good faith







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July 1, 2011

Page 3



and were granted without fraud or duress and for good, valuable and adequate consideration and
without intent to hinder, delay or defeat any rights of any creditors or stockholders of, or other
holders of equity interests in, any of the Credit Parties; (ix) that each of Parent, MHC Trust and
T1000 Trust is a validly existing corporation or real estate investment trust, as applicable, in
good standing under the laws of the State of Maryland; (x) that each of Parent, MHC Trust and
T1000 Trust has the power and authority to enter into and carry out its obligations under the Loan
Documents to which it is a party; (xi) that each of Parent, MHC Trust and T1000 Trust has taken
all necessary action on its part to be taken by it in order to authorize the execution, delivery
and performance of the Loan Documents to which it is a party; (xii) that each of Parent, MHC Trust
and T1000 Trust has duly executed and delivered each of the Loan Document to which it is a party;
and (xiii) that the execution and delivery by each of Parent, MHC Trust and T1000 Trust of the
Loan Documents to which it is a party and the performance by such Credit Party of its obligations
under the Loan Documents to which it is a party do not violate any provision of the articles of
incorporation or certificate of declaration of trust (or equivalent governing document) of such
Credit Party or the bylaws (or equivalent governing document) of such Credit Party. As to all
questions of fact material to this opinion, we have relied (without independent investigation,
except as expressly indicated herein) upon certificates or comparable documents of officers and
representatives of the Credit Parties and upon the representations and warranties of the Credit
Parties contained in the Loan Documents and the Loan Agreement.



Statements in this opinion which are qualified by the expression “to our knowledge”, “of which we
have knowledge”, “known to us” or “we have no reason to believe” or other expressions of like
import are limited solely to the current actual knowledge of Louis R. Hernandez, III, Kimberly
Edsenga and Sheila Kang, who are the attorneys in this Firm who have devoted substantive attention
to the representation of the Credit Parties in connection with the preparation, negotiation,
execution and delivery of the Loan Documents (and expressly exclude the knowledge of any other
person in this Firm and any constructive or imputed knowledge of any information, whether by
reason of our representation of the Credit Parties or otherwise). We have not undertaken any
independent investigation to determine the accuracy of any such statement, and any limited inquiry
undertaken by us during the preparation of this opinion should not be regarded as such an
investigation.



Based upon the foregoing, and in reliance thereon, and subject to the assumptions, limitations,
qualifications and exceptions set forth herein, we are of the following opinion:




          1. The Borrower is a validly existing limited partnership in good standing under the
laws of the State of Illinois; and the Borrower has the limited partnership power and authority to
enter into and carry out its obligations under the Loan Documents to which it is a party.




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July 1, 2011

Page 4




          2. The Borrower has taken all necessary limited partnership action on its part to be
taken by it in order to authorize the execution, delivery and performance of the Loan Documents to
which it is a party; and the Borrower has duly executed and delivered each of the Loan Documents
to which it is a party.




          3. Each of the Loan Documents constitutes the valid and binding obligation of each Credit
Party which is a party thereto, enforceable against such Credit Party in accordance with its
terms.




          4. The execution and delivery by each Credit Party of the Loan Documents to which it is a
party and the incurring and repayment by the Borrower of the borrowings under the Loan Agreement
and the guaranteeing by each other Credit Party of such borrowings pursuant to the Loan Documents
to which it is a party do not (i) cause such Credit Party to violate any federal or New York State
law, rule or regulation, or (ii) cause such Credit Party to violate any order, judgment or decree
of any federal or New York state court or governmental body or authority which by its terms names
and is applicable to such Credit Party and which is known to us, or (iii) with respect to the
Borrower, violate any provision of the Charter Documents.




          5. No consent, approval or authorization of, or filing with, any federal or New York State
governmental body or authority is required to be obtained or made by the Credit Parties to
authorize, or is otherwise required to be obtained or made by the Credit Parties in connection
with, the execution and delivery of the Loan Documents by the Credit Parties which are parties
thereto and the incurring and repayment by the Borrower of the borrowings under the Loan Agreement
and the guaranteeing by each other Credit Party of such borrowings pursuant to the Loan Documents
to which it is a party, other than consents, approvals and authorizations, which have been
obtained and are in full force and effect.




          6. The making of the Loans and the application of the proceeds thereof as provided in the
Loan Agreement do not violate Regulation U or X of the Board of Governors of the Federal Reserve
System.




          7. No Credit Party is, and after giving effect to the application of the proceeds of the
Loans for the purposes permitted by the Loan Agreement, no Credit Party will then be (solely as a
result of such application), required to register as an “investment company” as defined in the
Investment Company Act of 1940, as amended.



The foregoing opinions are subject to the following exceptions, qualifications and
limitations:







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July 1, 2011

Page 5




     A. We express no opinion with respect to any of the following (collectively, the
“Excluded Laws”): (i) anti-fraud laws or except as set forth in opinion paragraph 7, other federal
and state securities laws; (ii) except as set forth in opinion paragraph 6, Federal Reserve Board
margin regulations; (iii) pension and employee benefit laws, e.g., ERISA; (iv) federal and state
antitrust and unfair competition laws, including, without limitation, the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; (v) federal and state trade laws, including,
without limitation, the Exon-Florio Act; (vi) the statutes, ordinances, administrative decisions
and rules and regulations of counties, towns, municipalities and other political subdivisions
(whether created or enabled through legislative action at the federal, state or regional level);
(vii) federal and state environmental laws; (viii) federal and state land use and subdivision
laws; (ix) federal and state tax laws; (x) federal and state laws relating to communications
(including, without limitation, the Communications Act of 1934, as amended, and the
Telecommunications Act of 1996, as amended); (xi) federal patent, copyright and trademark, state
trademark and other federal and state intellectual property laws; (xii) federal and state
racketeering laws, e.g., RICO; (xiii) federal and state health care laws and federal and state
safety laws, e.g., OSHA; (xiv) federal and state laws concerning aviation, vessels, railways or
other means of transportation; (xv) federal and state laws concerning public utilities; (xvi)
federal and state labor or employment laws; (xvii) federal and state laws and policies concerning
(A) national and local emergencies, (B) possible judicial deference to acts of sovereign states
including judicial acts, and (C) criminal and civil forfeiture laws; (xviii) federal and state
banking and insurance laws; (xix) export, import and customs laws; (xx) anti-terrorism orders, as
the same may be renewed, extended, amended or replaced, and all federal, state and local laws,
statutes, ordinances, orders, governmental rules, regulations, licensing requirements and policies
relating to the same, including, without limitation, Executive Order 13224, effective September
24, 2001; (xxi) the USA Patriot Improvement and Reauthorization Act of 2005, its successor
statutes and similar statutes in effect from time to time, and the policies promulgated thereunder
and any foreign assets control regulations of the United States Treasury Department or any
enabling legislation or order relating thereto; (xxii) federal and state laws concerning
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally, including, without limitation, fraudulent transfer or fraudulent conveyance laws; and
(xxiii) other federal and state statutes of general application to the extent they provide for
criminal prosecution (e.g., mail fraud and wire fraud statutes); and in the case of each of the
foregoing, all rules and regulations promulgated thereunder or administrative or judicial
decisions with respect thereto.



     B. We express no opinion with respect to (i) the truth of the factual representations and
warranties contained in the Loan Documents, (ii) the effect of the law of any jurisdiction other
than the State of New York which limits the rates of



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July 1, 2011

Page 6



interest legally chargeable or collectible, or (iii) any document or agreement other than
the Loan Documents regardless of whether such document or agreement is referred to in the Loan
Documents.




     C. We express no opinion with respect to the effect which the introduction of extrinsic
evidence as to the meaning of any Loan Document may have on the opinions expressed herein.



     D. We express no opinion as to the effect on our opinions regarding the Loan Documents
arising out of the status or activities of, or laws applicable to, the Agent (except to the extent
such laws are also applicable to the Credit Parties under federal or New York State law and only
as such laws relate to the Credit Parties), the Lenders (except to the extent such laws are also
applicable to the Credit Parties under federal or New York State law and only as such laws relate
to the Credit Parties) or any other party, if any, to the Loan Documents (other than the Credit
Parties under federal or New York State law), and, without limiting the foregoing, we are not
expressing any opinion as to the effect of compliance or non-compliance by such parties with any
state or federal laws or regulations applicable to the transactions contemplated by the Loan
Documents because of the nature of any of their businesses.



     E. With respect to our opinions set forth in opinion paragraph 1 above, with your permission,
we are relying solely and without independent investigation on our review and examination of with
respect to the valid existence and good standing of the Borrower, the Good Standing Certificate.



     F. In giving our opinion set forth in opinion paragraph 2 above, with respect to the due
execution of the Loan Documents, we have relied solely upon the incumbency and signature
certificates referred to above with respect to the identity and signatures of the signatories.



     G. Our opinion set forth in opinion paragraph 3 above is subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally, including, without limitation, fraudulent transfer or fraudulent conveyance
laws; (ii) the effect of public policy considerations, statutes or court decisions which may limit
rights to obtain exculpation, indemnification or contribution (including, without limitation,
indemnification regarding violations of the securities laws and indemnification for losses
resulting from a judgment for the payment of any amount other than in United States dollars); and
(iii) the effect of general principles of equity (including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing) and the availability of equitable
remedies (including, without limitation, specific performance and equitable relief), regardless of
whether considered in a proceeding in equity or at law.




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July 1, 2011

Page 7




     H. No opinion is expressed herein with respect to the validity, binding effect or
enforceability of (i) any provision contained in the Loan Documents allowing any party to exercise
any remedial rights without notice to any Credit Party; (ii) any waiver of demand or notice by any
Credit Party, or any waiver of any rights or any defense which as a matter of law or public policy
cannot be waived, in either case to the extent contained in the Loan Documents; (iii) any
provision contained in the Loan Documents purporting to prohibit, restrict or condition the
assignment of any agreement or instrument to the extent the same is rendered ineffective by
Sections 9-406 through 9-409 of the Uniform Commercial Code as in effect in a relevant
jurisdiction; (iv) any provision contained in the Loan Documents purporting to establish
evidentiary standards; (v) any provision of the Loan Documents which purports to establish the
subject matter jurisdiction of the United States District Court to adjudicate any controversy
related to any of the Loan Documents; (vi) any provision of the Loan Documents which purports to
entitle the Agent, any Lender or any other Person to specific performance of any provision
thereof; (vii) any provision of the Loan Documents which requires a Person to cause another Person
to take or to refrain from taking action under circumstances in which such Person does not control
such other Person; (viii) any provision of the Loan Documents providing for the effectiveness of
service of process by mail in any suit, action or proceeding of any nature arising in connection
with or in any way relating to any Loan Document; (ix) any provision of the Loan Documents that
requires waivers or amendments to be in writing insofar as such provision suggests that oral or
other modifications, amendments or waivers could not be effectively agreed upon by the parties or
that the doctrine of promissory estoppel might not apply; (x) any provision of the Loan Documents
that states that rights or remedies are not exclusive, that every right or remedy is cumulative
and may be exercised in addition to any other right or remedy, that the election of some
particular remedy does not preclude recourse to one or more others or that failure to exercise or
delay in exercising rights or remedies will not operate as a waiver of any such right or remedy;
(xi) any liquidated damage or other provision of the Loan Documents that imposes (or is deemed or
construed to impose) a penalty or forfeiture; (xii) any provision of the Loan Documents that
appoints one party as an attorney-in- fact for an adverse party; (xiii) any provision of the Loan
Documents that purports to limit the liability of any party thereto to third parties; (xiv) any
provision of the Loan Documents that purports to waive a right to a jury trial in a judicial
proceeding; (xv) any provision of the Loan Documents that states that time is of the essence;
(xvi) any provision of the Loan Documents that constitutes an agreement to agree; or (xvii) any
provision of the Loan Documents that purports to obligate any party to pay, directly or
indirectly, interest that has not yet accrued or interest on principal that has been, or is deemed
or construed to have been, repaid.



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July 1, 2011

Page 8




     I. No opinion is expressed herein with respect to the validity, binding effect or
enforceability of any provision of the Loan Documents insofar as it purports to effect a choice of
governing law or choice of forum for the adjudication of disputes, other than (a) the
enforceability by a New York State court under New York General Obligations Law Section
5-1401 of the choice of New York State law as the governing law of the Loan Documents
(subject, however, to the extent limited by the Constitution of the United States and by
Section 1-105(2) of the New York Uniform Commercial Code), and (b) the enforceability
by a New York State court under New York General Obligations Law Section 5-1402 of New
York State courts as a non-exclusive forum for the adjudication of disputes with respect to the
Loan Documents.



     J. Our opinions are limited solely to laws and regulations (other than the Excluded Laws)
which in our experience are generally applicable to transactions in the nature of those
contemplated by the Loan Documents between unregulated parties.



     K. We have assumed that no Lender is subject to Regulation T of the Board of Governors of the
Federal Reserve System; and no proceeds of the Loans will be used for any purpose which would
violate or be inconsistent with terms of the Loan Agreement.


Without limiting any of the other limitations, exceptions and qualifications stated elsewhere
herein (including, without limitation, qualification paragraph A with respect to Excluded Laws),
we express no opinion with regard to any law other than (i) the internal laws of the State of New
York, (ii) to the extent set forth in opinion paragraph 1 above with respect to the Borrower and
in opinion paragraph 3 above with respect to the due authorization and execution by the Borrower
of the Loan Documents to which it is a party, and clause (iii) of paragraph 4 above with respect
to the Borrower, Illinois Revised Uniform Limited Partnership Act, and (iii) the Federal laws of
the United States. This opinion letter deals only with the specified legal issues expressly
addressed herein, and you should not infer any opinion that is not explicitly addressed herein
from any matter stated in this opinion letter.



This opinion letter is rendered solely to you in connection with the above matter. This opinion
letter may not be relied upon by you for any other purpose or relied upon by any other Person
without our prior written consent. At your request, we hereby consent to reliance hereon by any
future assignee of your interest in the Notes under the Loan Agreement pursuant to an assignment
that is made and consented to in accordance with the express provisions of Section 11.8 of the
Loan Agreement, on the condition and understanding that any such reliance shall be subject to the
preceding terms and conditions and further, without limitation of any of the foregoing, that (i)
this opinion letter speaks only as of the date hereof and shall not be deemed to have been
reissued as of any date, (ii) we have no responsibility or obligation to update this opinion
letter, (iii) we have no responsibility or obligation to consider the applicability of this
opinion letter to any Person other than its original addressees, and (iv) any such reliance by a
future







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July 1, 2011

Page 9



assignee must be actual and reasonable under the circumstances existing at the time of
assignment, including any changes in law, facts or any other developments known to or
reasonably knowable by the assignee at such time. This opinion letter is rendered to you as of
the date hereof and is not to be deemed to have been reissued or updated by any subsequent
delivery of a copy hereof. Further, we do not undertake to advise you or any other Person with
regard to any change after the date hereof in the circumstances or law that may bear on the
matters set forth herein and which may bear on the conclusions or other matters expressed in
this opinion letter.




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	
 	 
	 	 	 
	 	 	 
	 




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July 1, 2011




Wells Fargo Bank, National Association,

     as Administrative Agent under the Loan Agreement referred to below

123 N. Wacker Drive, Suite 1900

Chicago, Illinois 60606




Each of the Lenders party to the Loan Agreement referred to below





	Re: 	 	Term Loan Agreement dated as of July 1, 2011 (the “Loan Agreement”), by
and among
MHC Operating Limited Partnership (the “Borrower”), Equity Lifestyle
Properties, Inc., a Maryland corporation (“ELP”), the Lenders party thereto (the
“Lenders”). Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative
Agent”) and the other parties thereto.

Our File No. 119174.00003





Ladies and Gentlemen:




     We have acted as special counsel to ELP, MHC T1000 Trust, a Maryland real estate
investment trust (“T1000”), and MHC Trust, a Maryland real estate investment trust
(“MHC”; together with ELP and T1000, each a “Opinion Party” and collectively, the
“Opinion Parties”) in connection with the above-referenced Loan Agreement. Capitalized terms used herein, and
not otherwise defined herein, have their respective meanings given them in the Loan
Agreement.



     This opinion is being delivered at the request of the Opinion Parties pursuant to
Section 5.1 of the Loan Agreement.



I. Documents Reviewed and Matters Considered




     In rendering this opinion, we have reviewed executed copies of the following documents
each dated, or dated as of, the date hereof (unless otherwise noted):



     (a) the Loan Agreement;



     (b) each of the Notes, if any; and



     (d) the Guaranty made by the Opinion Parties in favor of the Administrative Agent
(the “Guaranty”, together with the Loan Agreement, the “Opinion Documents”).



			
	 	 	 
	12505 PARK POTOMAC AVENUE, 6TH FLOOR, POTOMAC, MD 20854 T 301.230.5200 F 301.230.2891
	 	|     ShulmanRogers.com     |






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July 1, 2011

Page 2




     In addition to the foregoing, we have reviewed the (i) articles of incorporation or
declarations of trust, as applicable, certified by the Maryland State Department of Assessments
and Taxation of each Opinion Party, (ii) the bylaws or trust agreement, as applicable, of each
Opinion Party, (iii) the resolutions of the board of directors or trustees of each Opinion Party
with respect to the transactions contemplated by the Opinion Documents (items (i) through (iii)
above collectively, the “Organizational Documents”), (iv) certificates of public officials
concerning the legal existence and good standing of each Opinion Party, (v) certificates of
officers or trustees, as applicable, as to factual matters as we deem necessary and appropriate to
enable us to render this opinion, and (vi) originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, and other instruments, and made such
further legal and factual examinations, as we have deemed necessary for the purposes of expressing
the opinions set forth herein.



II. Definition of “Knowledge”




     In basing the opinions and other matters set forth herein on “our knowledge,” the words “our
knowledge” and similar language used herein signify that, in the course of our representation of
the Opinion Parties in matters with respect to which we have been engaged by the Opinion Parties
as counsel, no information has come to our attention that would give us actual knowledge or actual
notice that any such opinions or other matters are not accurate or that any of the foregoing
documents, certificates, reports, and information on which we have relied are not accurate and
complete. Except as otherwise stated herein, we have undertaken no independent investigation or
verification of such matters. The words “our knowledge” and similar language used herein are
limited to the knowledge of the lawyers within our firm who are involved in the Loan Agreement.



III. Assumptions




     In reaching the opinions set forth below, we have assumed the following:



     (a) All documents submitted to us as originals are authentic. All documents submitted to us
as certified or photostatic copies conform to the original documents. All documents upon which we
have relied are accurate and complete. All public records reviewed or relied upon by us or on our
behalf are true and complete and remain so as of the date of this letter.



     (b) All signatures on all documents submitted to us for examination are genuine.



     (c) Each individual executing a certificate is authorized to do so and has knowledge about
all matters stated therein. The contents of each such certificate are accurate and complete and
remain so as of the date of this letter.



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July 1, 2011

Page 3




     (d) Each individual executing any of the Opinion Documents, whether on behalf of such
individual or another person, is legally competent to do so.



     (e) The form and content of all Opinion Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Opinion Documents
as executed and delivered.



     (f) All representations, warranties, statements and information contained in the Opinion
Documents are accurate and complete.



     (g) There has been no oral or written modification of or amendment to any of the Documents,
and there has been no waiver of any of provision of any of the Documents, by actions or omission
of the parties or otherwise.



     (h) Except as set forth in Paragraph IV.5 below, none of the Opinion Parties is subject to
any federal, state, or local governmental programs that require governmental consent prior to
entering into commercial loan transactions.



     (i) None of the Opinion Parties is engaged in an industry or business activity that is
specially regulated by any federal, state, or local governmental entity or agency.



IV. Opinions




     Based on our review of the foregoing and subject to the assumptions, qualifications and
limitations set forth herein, it is our opinion, as of the date of this letter, that:



          1. ELP is validly existing as a corporation and in good standing under the laws of the State
of Maryland. Each of T1000 and MHC is validly existing as a real estate investment trust and in
good standing under the laws of the State of Maryland.




          2. Each Opinion Party has the corporate or trust power and authority to execute and deliver
the Opinion Documents to which it is a party and to perform its obligations under each Opinion
Document to which it is a party.




          3. The execution, delivery and performance by each Opinion Party of the Opinion Documents to
which it is a party, have been duly authorized by all necessary corporate or trust action of such
Opinion Party, Each Opinion Party has duly executed and delivered the Opinion Documents to which
it is a party.




          4. The execution and delivery by each Opinion Party of the Opinion Documents to which it is a
party do not, and if such Opinion Party were now to perform its obligations under such Opinion
Document, such performance would not:




               (a) violate the Organizational Documents of such Opinion Party; or



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July 1, 2011

Page 4




               (b) violate any (i) existing Maryland state law, rule or regulation that we, in the exercise
of customary professional diligence, would reasonably recognize as being applicable to the
transactions contemplated by the Opinion Documents, or (ii) order, judgment or decree of any
Maryland state court or governmental body or authority which by its terms names and is applicable
to such Opinion Party and of which we have knowledge.



          5. To our knowledge, no consent, approval, authorization, or other action by, or filing with,
any Governmental Authority of the State of Maryland is required to be obtained or made by the
Opinion Parties in connection with (a) the execution, delivery and performance by each Opinion
Party of the Opinion Documents to which it is a party, (b) the consummation of the transactions
contemplated thereby or (c) the incurrence and repayment of the indebtedness by any Opinion Party
under the Opinion Documents to which such Opinion Party is a party, except in each case for those
consents, approvals, authorizations, actions and filings which have been obtained.




V. Qualifications




     In addition to the other matters set forth in this letter, the opinions set forth herein are
also subject to the following qualifications:



     (i) We express no opinion with respect to the laws and regulations relating to health and
safety, labor, employment, employee benefits, or land use and subdivision; Federal Reserve Board
margin regulations; antitrust laws of the United States or any state; securities laws of the
United States (including the Trust Indenture Act) or any state; or the tax laws of the United
States or any state.



     (ii) We express no opinion as to the laws, ordinances, zoning restrictions, rules or
regulations of any city, county or other municipality or any other local governmental agency.



     (iii) We express no opinion with respect to any documents defined or referred to in the
Opinion Documents, other than the Opinion Documents themselves.



     (iv) We express no opinion as to any consent, approval, authorization, or other action or
filing necessary or required for the ongoing operation of the business of any of the Opinion
Parties.



     (v) We express no opinion as to any consent, approval, authorization, or other action by, or
filing with any county, city or other municipality or any other local government agency.



     (vi) Our opinion in Paragraph IV.5 regarding consents and approvals is based upon our
consideration of only those consents, approvals, authorizations, orders, registrations,
declarations or filings required under those statutes, rules or regulations of the State of
Maryland,



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July 1, 2011

Page 5



if any, that, in our experience, are normally applicable to the transactions of the type
contemplated under the Opinion Documents.




VI. Limitations




     (A) We express no opinion as to the laws of any jurisdiction other than the laws of the
State of Maryland. The opinions expressed herein concern only the effect of the laws
(excluding the principles of conflict of laws) of the State of Maryland as currently in effect.



     (B) We assume no obligation to supplement our opinions if any applicable law
changes after the date of this letter or if we become aware of any facts that might change
the opinions expressed in this letter after the date of this letter.



     
(C) The opinions expressed in this letter are limited to the matters set forth in this
letter, and no other opinions shall be implied or inferred beyond the matters expressly
stated.



     (D) The opinions expressed in this letter are solely for the use of the Administrative
Agent (and its successors and assigns) and the Lenders from time to time party to the Opinion
Documents and their successors and assigns and their counsel, and these opinions may not be
relied on by any other persons without our prior written approval; provided, however, that
this opinion letter may be disclosed by you, without our prior written consent, (i) to your bank
examiners and any other governmental authority or self-regulatory body to which you report or
to which you are subject to review, (ii) to and by your actual and potential successors and
permitted participants and assigns and (iii) as required by law or pursuant to legal process.
Successors and assigns (including successor Lenders and successor Administrative Agents) may
only rely on these opinions to the extent such reliance is actual and reasonable and is not
based on different or changing facts or circumstances



	 	 	 	 	 
	 	Very truly yours,

Shulman, Rogers, Gandal, Pordy & Ecker, P.A.

 	 
	 	
 	 
	 	 	 
	 	 	 
	 




	cc: 	 	Opinion Parties






J-15











 





EXHIBIT K




FORM OF COMPLIANCE CERTIFICATE



                    , 20__



	 	 	 

	Wells Fargo Bank, National Association
	123 N. Wacker Drive, Suite 1900
	Chicago, Illinois 60606
	Attention: Scott Solis
	Telecopy:

	 	(312) 782-0969
	Telephone:

	 	(312) 269-4818





Each of the Lenders Party to the Loan Agreement referred to below



Ladies and Gentlemen:




     Reference is made to that certain Term Loan Agreement dated as of July 1, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”),
by and among MHC Operating Limited Partnership (the “Borrower”), Equity Lifestyle Properties,
Inc. (the “Parent”), the financial institutions party thereto and their assignees under Section
12.6. thereof (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent
(the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given to them in the Loan
Agreement.



     Pursuant to Section 8.3 of the Loan Agreement, the undersigned hereby certifies, in such
person’s corporate and not individual capacity, to the Administrative Agent and the Lenders
that:



     1. The undersigned is the [Chief Executive Officer][Chief Financial Officer][Vice
President-Treasurer] of the Parent.



     2. The undersigned has examined the books and records of the Parent and the Borrower and has
conducted such other examinations and investigations as are reasonably necessary to provide this
Compliance Certificate.



     3. As of the date of this Compliance Certificate, to the best of my knowledge, information and
belief after due inquiry, no Default or Event of Default exists and the Parent, the Borrower and
their respective Subsidiaries are in compliance with all applicable covenants under the Loan
Agreement. [if such is not the case, specify such Default, Event of Default or covenant
non-compliance and its nature, when it occurred and whether it is continuing and the steps being
taken by the Borrower with respect to such event, condition or failure].



     4. Attached hereto as Schedule 1 are reasonably detailed calculations establishing whether
or not the Parent, the Borrower and their respective Subsidiaries were in compliance with the
covenants contained in Sections 9.1. of the Loan Agreement.



     5. Attached hereto as Schedule 2 is a report setting forth a statement of Funds from
Operations as of the last day of the [fiscal [quarter/year]].



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     6. Attached hereto as Schedule 3 is a report of newly acquired Properties of the Parent,
the Borrower and each of the other Subsidiaries, including their Net Operating Income of
such Property for the trailing four (4) fiscal quarters ending                     ,
the cost of acquisition of such Property and the amount, if any, of Indebtedness secured
by a Lien on such Property



     7. The representations and warranties of the Borrower and the other Loan Parties
contained in the Loan Agreement and the other Loan Documents to which any is a party, are true
and correct in all material respects on and as of the date hereof, except to the extent that
such representations and warranties expressly relate solely to an earlier date (in which case
such representations and warranties shall have been true and correct on and as of such earlier
date) and except for changes in factual circumstances not prohibited under the Loan Agreement
or the other Loan Documents.



     IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first
above written.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	[INSERT NAME], as [Chief Financial Officer][Chief Executive Officer][Vice
President-Treasurer] of Equity Lifestyle
Properties, Inc.  	 



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Schedule 1




Financial Covenant Compliance



[Calculations to be Attached]



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Schedule 2




Funds From Operation



[Report to be Attached]



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Schedule 3




New Properties



[Report to be Attached]




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