amended or modified from time to time, the "Parent
Credit Agreement") by and among Obligors, as obligors, Bank of America, N.A., a
national banking association, as administrative agent for the "Lenders" (as
defined in the Parent Credit Agreement), Swingline Lender and L/C Issuer
("BofA"), and the "Lenders" (as defined in the Credit Agreement) (such Lenders
and BofA shall be referred to together as the "Parent Credit Parties").
E.
By this Agreement, Borrower and Administrative Agent intend to modify and
amend certain terms and provisions of the Loan Documents.
NOW, THEREFORE, Borrower and Administrative Agent agree as follows:
1.
CONDITIONS PRECEDENT. THE FOLLOWING ARE CONDITIONS PRECEDENT TO
ADMINISTRATIVE AGENT'S OBLIGATIONS UNDER THIS AGREEMENT, WHICH CONDITIONS HAVE
BEEN MET AS OF OR BEFORE THE DATE HEREOF:
1.1
RECEIPT AND APPROVAL BY ADMINISTRATIVE AGENT OF (I) A DATE DOWN TO
TITLE POLICY NO. NCS-341076-DC72 DATED APRIL 14, 2008, ISSUED BY FIRST AMERICAN
TITLE INSURANCE COMPANY ("TITLE COMPANY"); (II) ASSURANCE ACCEPTABLE TO
ADMINISTRATIVE AGENT, WITHOUT DELETION OR EXCEPTION OTHER THAN THOSE EXPRESSLY
APPROVED BY
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Loan No. 105706
ADMINISTRATIVE AGENT IN WRITING, THAT THE PRIORITY AND VALIDITY OF THE DEED OF
TRUST HAS NOT BEEN AND WILL NOT BE IMPAIRED BY THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY; AND (III) A POLICY OF TITLE INSURANCE
ACCEPTABLE TO ADMINISTRATIVE AGENT INSURING THE INTERESTS OF ADMINISTRATIVE
AGENT PURSUANT TO THE GUARANTY DEEDS OF TRUST (DEFINED BELOW);
1.2
RECEIPT BY ADMINISTRATIVE AGENT OF THE EXECUTED ORIGINALS OF (I) THIS
AGREEMENT; (II) A SECURED REPAYMENT AND PERFORMANCE GUARANTY (SECURED LOAN) IN
FAVOR OF ADMINISTRATIVE AGENT AND EXECUTED BY PASADENA/PLEASANTON BORROWER
("SECURED REPAYMENT AND PERFORMANCE GURANTY"); (III) A GUARANTY DEED OF TRUST
WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (THE "GUARANTY DEED OF TRUST"); (IV) A MODIFICATION AGREEMENT IN FORM AND
SUBSTANCE ACCEPTABLE TO ADMINISTRATIVE AGENT IN ADMINISTRATIVE AGENT'S SOLE
DISCRETION AND EXECUTED BY PASADENA/PLEASANTON BORROWER IN CONNECTION WITH THE
PASADENA/PLEASANTON LOAN; (V) A FIRST AMENDMENT TO THE DEED OF TRUST (THE "FIRST
DOT AMENDMENT"); AND (VI) ANY AND ALL OTHER DOCUMENTS AND AGREEMENTS WHICH ARE
REQUIRED BY THIS AGREEMENT OR BY ANY OTHER LOAN DOCUMENT, EACH IN FORM AND
CONTENT ACCEPTABLE TO ADMINISTRATIVE AGENT;
1.3
RECORDATION (A) IN THE OFFICIAL RECORDS OF (I) THE FIRST DOT
AMENDMENT, AND (II) ANY OTHER DOCUMENTS WHICH ARE REASONABLY REQUIRED BY
ADMINISTRATIVE AGENT TO BE RECORDED IN CONNECTION WITH THIS AGREEMENT; AND (B)
OF THE GUARANTY DEED OF TRUST IN THE OFFICIAL RECORDS OF THE COUNTIES AND STATE
WHERE THE PROPERTY DESCRIBED THEREIN IS LOCATED;
1.4
REIMBURSEMENT TO ADMINISTRATIVE AGENT BY BORROWER OF ADMINISTRATIVE
AGENT'S ACTUAL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, TITLE
INSURANCE COSTS, RECORDING FEES, REASONABLE ATTORNEYS' FEES, ENGINEERS' AND
INSPECTION FEES AND DOCUMENTATION COSTS AND CHARGES, WHETHER SUCH SERVICES ARE
FURNISHED BY ADMINISTRATIVE AGENT'S EMPLOYEES OR AGENTS OR BY INDEPENDENT
CONTRACTORS;
1.5
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARE
TRUE AND CORRECT;
1.6
ALL PAYMENTS DUE AND