1 EXHIBIT 10.7 UNSECURED TERM LOAN AGREEMENT DATED AS OF OCTOBER 30, 1997

1
EXHIBIT 10.7

UNSECURED TERM LOAN AGREEMENT

DATED AS OF OCTOBER 30, 1997

among

RAMCO-XXXXXXXXXX PROPERTIES, L.P.

as Borrower,

and

RAMCO-XXXXXXXXXX PROPERTIES TRUST,

as Guarantor,

and

BANKBOSTON, N.A.

as a Bank,

and

THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT

and

BANKBOSTON, N.A.

as Agent

2
TABLE OF CONTENTS

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Section 1. DEFINITIONS AND RULES OF INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 2. THE TERM LOAN FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.1. Commitment to Lend . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.2. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.3. Interest on Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 3. REPAYMENT OF THE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.1. Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.2. Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.3. Partial Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.4. Proceeds from Debt or Equity Offering . . . . . . . . . . . . . . . . . 16

Section 4. CERTAIN GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.1. Conversion Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.2. Commitment and Syndication Fee . . . . . . . . . . . . . . . . . . . . . 17
Section 4.3. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . 17

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Section 4.4. Funds for Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.5. Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.6. Inability to Determine LIBOR Rate . . . . . . . . . . . . . . . . . . 18
Section 4.7. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.8. Additional Interest . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.9. Additional Costs, Etc . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.10. Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.11. Indemnity of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.12. Interest on Overdue Amounts; Late Charge . . . . . . . . . . . . . . . 20
Section 4.13. HLT Classification . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.14. Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.15. Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.16. Extension of Maturity Date . . . . . . . . . . . . . . . . . . . . . . 22

Section 5. COLLATERAL SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.1. Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Section 6. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR AND THE BORROWER . . . . . . . . . . 23
Section 6.1. Corporate Authority, Etc . . . . . . . . . . . . . . . . . . . . . . . 23
Section 6.2. Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . 24

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Section 6.3. Title to Properties; Lease . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.4. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.5. No Material Changes . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.6. Franchises, Patents, Copyrights, Etc . . . . . . . . . . . . . . . . . 25
Section 6.7. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.8. No Materially Adverse Contracts, Etc . . . . . . . . . . . . . . . . . 25
Section 6.9. Compliance with Other Instruments, Laws, Etc . . . . . . . . . . . . . 26
Section 6.10. Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.11. No Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.12. Holding Company and Investment Company Acts . . . . . . . . . . . . . . 26
Section 6.13. Absence of UCC Financing Statements, Etc . . . . . . . . . . . . . . . 26
Section 6.14. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.15. Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.16. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.17. Regulations U and X . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.18. Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . 27
Section 6.19. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.20. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.21. Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.22. Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.23. Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

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Section 6.24. Other Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.25. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.26. Contribution Agreement . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.27. No Fraudulent Intent . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.28. Transaction in Best Interests of Borrower; Consideration . . . . . . . 30
Section 6.29. Stock Purchase Commitment . . . . . . . . . . . . . . . . . . . . . . . 31

Section 7. AFFIRMATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER . . . . . . . . . . . . . . . 31
Section 7.1. Punctual Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.2. Maintenance of Office . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.3. Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.4. Financial Statements, Certificates and Information . . . . . . . . . . 31
Section 7.5. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.6. Existence; Maintenance of Properties . . . . . . . . . . . . . . . . . 36
Section 7.7. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 7.8. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 7.9. Inspection of Properties and Books . . . . . . . . . . . . . . . . . . 37
Section 7.10. Compliance with Laws, Contracts, Licenses, and Permits . . . . . . . . 37
Section 7.11. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.12. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . 38

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Section 7.13. Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.14. Limiting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.15. Ownership of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.16. More Restrictive Agreements . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.17. Interest Rate Contract . . . . . . . . . . . . . . . . . . . . . . . . . 39

Section 8. CERTAIN NEGATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER . . . . . . . . . . . . 39
Section 8.1. Restrictions on Indebtedness . . . . . . . . . . . . . . . . . . . . . . 39
Section 8.2. Restrictions on Liens Etc . . . . . . . . . . . . . . . . . . . . . . . 41
Section 8.3. Restrictions on Investments . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.4. Merger, Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 8.5. Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 8.6. Compliance with Environmental Laws . . . . . . . . . . . . . . . . . . . 45
Section 8.7. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 8.8. Asset Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 8.9. Development Activity . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Section 9. FINANCIAL COVENANTS OF THE GUARANTOR AND THE BORROWER . . . . . . . . . . . . . . . . . 48
Section 9.1. Liabilities to Assets Ratio . . . . . . . . . . . . . . . . . . . . . . 48

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Section 9.2. Debt Service Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.3. Consolidated Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . 48

Section 10. CLOSING CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 10.1. Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 10.2. Certified Copies of Organizational Documents . . . . . . . . . . . . . . . 49
Section 10.3. Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 10.4. Incumbency Certificate; Authorized Signers . . . . . . . . . . . . . . . . 49
Section 10.5. Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 10.6. Payment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.7. Performance; No Default . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.8. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.9. Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.10. Stockholder and Partner Consents . . . . . . . . . . . . . . . . . . . . . 50
Section 10.11. Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.12. Revolving Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.13. Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.14. No Legal Impediment . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.15. Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.16. Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.17. Maintenance of Interest Rate Contract . . . . . . . . . . . . . . . . . . 51

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Section 10.18. Principal Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.19. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Section 11. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 12.1. Events of Default and Acceleration . . . . . . . . . . . . . . . . . . . . 52
Section 12.2. Limitation of Cure Periods . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 12.3. [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 12.4. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 12.5. Distribution of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 55

Section 13. SETOFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Section 14. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 14.1. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 14.2. Employees and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 14.3. No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 14.4. No Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 14.5. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 14.6. Holders of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

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Section 14.7. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 14.8. Agent as Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 14.9. Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 14.10. Duties in the Case of Enforcement . . . . . . . . . . . . . . . . . . . . 59
Section 14.11. Removal of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 15. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 16. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Section 17. SURVIVAL OF COVENANTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Section 18. ASSIGNMENT AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 18.1. Conditions to Assignment by Banks . . . . . . . . . . . . . . . . . . . . . 62
Section 18.2. Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 18.3. New Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 18.4. Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 18.5. Pledge by Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 18.6. No Assignment by Borrower or Guarantor . . . . . . . . . . . . . . . . . . 64
Section 18.7. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 18.8. Amendments to Loan Documents . . . . . . . . . . . . . . . . . . . . . . . 64

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Section 19. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 20. RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Section 21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE . . . . . . . . . . . . . . . . . . . 66

Section 22. HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Section 23. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Section 24. ENTIRE AGREEMENT, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Section 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS . . . . . . . . . . . . . . . . . . . . . 67

Section 26. DEALINGS WITH THE BORROWER OR THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . 67

Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Section 28. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 29. TIME OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

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Section 30. NO UNWRITTEN AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 31. TRUST EXCULPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

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UNSECURED TERM LOAN AGREEMENT

This UNSECURED TERM LOAN AGREEMENT is made as of the 30th day of
October, 1997 by and among RAMCO-XXXXXXXXXX PROPERTIES, L.P. (the "Borrower"), a
Delaware limited partnership, RAMCO-XXXXXXXXXX PROPERTIES TRUST (the
"Guarantor"), a Massachusetts business trust, BANKBOSTON, N.A., a national
banking association (formerly known as The First National Bank of Boston)
("BankBoston"), and the other lending institutions which may become parties
hereto pursuant to Section 18 (the "Banks"), and BANKBOSTON, N.A., a national
banking association (formerly known as The First National Bank of Boston), as
Agent for the Banks (the "Agent").

RECITALS

WHEREAS, the Borrower and the Guarantor have requested that the Banks
provide an unsecured term loan facility to the Borrower; and

WHEREAS, the Agent and the Banks are willing to provide such facility
to the Borrower upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the terms and conditions herein,
and of any loans, advances, or extensions of credit now or hereafter made to or
for the benefit of the Borrower by the Banks, the parties hereto hereby agree as
follows:

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

SECTION 1.1. DEFINITIONS. The following terms shall have the meanings
set forth n this Section 1 or elsewhere in the provisions of this Agreement
referred to below:

Additional REMIC Properties. The Real Estate identified as the
Additional REMIC Properties on Schedule 2 attached hereto.

Affiliate. An Affiliate, as applied to any Person, shall mean any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means (a) the
possession, directly or indirectly, of the power to vote ten percent (10%) or
more of the stock, shares, voting trust certificates, beneficial interest,
partnership interests, member interests or other interests having voting power
for the election of directors of such Person or otherwise to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise, or (b) the ownership
of (i) a general partnership interest, (ii) a managing member's interest in a
limited liability company or (iii) a limited partnership interest or preferred
stock (or other ownership interest) representing ten percent (10%) or more of
the outstanding limited partnership interests, preferred stock or other
ownership interests of such Person.

Agent. BankBoston, N.A., acting as agent for the Banks, its successors
and assigns.

Agent's Head Office. The Agent's head office located at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other location as the Agent may
designate from time to time by notice to the Borrower and the Banks.

Agent's Special Counsel. Long Xxxxxxxx & Xxxxxx LLP or such other
counsel as may be approved by the Agent.

Agreement. This Unsecured Term Loan Agreement, including the Schedules
and Exhibits hereto.

Applicable Margin. On any date, the applicable margin set forth below
based on the ratio of the Consolidated Total Liabilities of the Borrower to the
Consolidated Total Adjusted Asset Value of the Borrower (expressed as a
percentage):

Ratio LIBOR Rate Loans
----- ----------------

less than 55% 2.50%
equal to or greater than 55% 2.75%

The Applicable Margin shall not be reduced to any percentage based upon such
ratio until five (5) Business Days following the delivery by the Borrower to the
Agent of such evidence as the Agent may require (including without limitation,
the delivery of the Compliance Certificate to the Agent) that such ratio
corresponds to the percentage as would justify such lesser percentage of
Applicable Margin. In the event of any change in such ratio that would cause the
Applicable Margin to increase, the Borrower shall notify the Agent within five
(5) Business Days of such event, and regardless of whether the Agent has
received notice of such event, such event shall effect a change in the
Applicable Margin on the first to occur of (a) the first Business Day after the
delivery of such notice to the Agent of such event or (b) six (6) Business Days
following any such increase of such ratio.

Balance Sheet Date. June 30, 1997.

BankBoston. As defined in the preamble hereto.

Banks. BankBoston and any other Person who becomes an assignee of any
rights of a Bank pursuant to Section 18.

Base Rate. The annual rate of interest announced from time to time by
the Agent at the Agent's Head Office as its "base rate". Any change in the rate
of interest payable hereunder resulting from a change in the Base Rate shall
become effective as of the opening of business on the date on which such change
in the Base Rate becomes effective.

Base Rate Loans. Those Loans bearing interest calculated by reference
to the Base Rate.

Borrower. As defined in the preamble hereto.

Building. With respect to each parcel of Real Estate, all of the
buildings, structures and improvements now or hereafter located thereon.

Business Day. Any day on which banking institutions located in the same
city and state as the Agent's Head Office are open for the transaction of
banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR
Business Day.

Capital Expenditure Reserve Amount. With respect to any Person or
property, a reserve for replacements and capital expenditures equal to $.10 per
square foot of building space located on all Real Estate owned by such Person,
other than Real Estate subject to long term leases having a remaining term of at
least five (5) years, exclusive of unexpired options, which provide that the
tenant is responsible for all building maintenance.

Capitalized Lease. A lease under which a Person is the lessee or
obligor, the discounted future rental payment obligations under which are
required to be capitalized on the balance sheet of the lessee or obligor in
accordance with generally accepted accounting principles.

CERCLA. See Section 6.18.

Closing Date. The first date on which all of the conditions set forth
in ss.10 have been satisfied.

Code. The Internal Revenue Code of 1986, as amended.

Commitment. With respect to each Bank, the amount set forth on Schedule
1 hereto as the amount of such Bank's Commitment to make or maintain Loans to
the Borrower, as the same may be changed from time to time in accordance with
the terms of this Agreement.

Commitment Percentage. With respect to each Bank, the percentage set
forth on Schedule 1 hereto as such Bank's percentage of the aggregate
Commitments of all of the Banks.

Compliance Certificate. See Section 7.4(e).

Consolidated or combined. With reference to any term defined herein,
that term as applied to the accounts of a Person and its Subsidiaries,
consolidated or combined in accordance with generally accepted accounting
principles.

Consolidated Operating Cash Flow. With respect to any period of a
Person, an amount equal to the Operating Cash Flow of such Person and its
Subsidiaries for such period consolidated in accordance with generally accepted
accounting principles.

Consolidated Tangible Net Worth. The amount by which Consolidated
Adjusted Total Asset Value exceeds Consolidated Total Liabilities, and less the
sum of:

(a) the total book value of all assets of a Person and its
Subsidiaries properly classified as intangible assets under generally accepted
accounting principles, including such items as good will, the purchase price of
acquired assets in excess of the fair market value thereof, trademarks, trade
names, service marks, brand names, copyrights, patents and licenses, and rights
with respect to the foregoing; and

(b) all amounts representing any write-up in the book value of
any assets of such Person or its Subsidiaries resulting from a revaluation
thereof subsequent to the Balance Sheet Date.

Consolidated Total Adjusted Asset Value. With respect to any Person,
the sum of (i) all assets of such Person and its Subsidiaries determined on a
Consolidated basis in accordance with generally accepted accounting principles,
provided that all Real Estate that is improved and not Under Development shall
be valued at an amount equal to (A) the Operating Cash Flow of such Person and
its Subsidiaries from such Real Estate for the period covered by the four
previous consecutive fiscal quarters (treated as a single accounting period)
divided by (B) a ten percent (10%) capitalization rate, plus (ii) the Stock
Purchase Commitment Allowance provided that (i) prior to such time as the
Borrower or any of its Approved Subsidiaries has owned and operated any parcel
of Real Estate for four full fiscal quarters, the Operating Cash Flow with
respect to such parcel of Real Estate for the number of full fiscal quarters
which the Borrower or any of its Approved Subsidiaries has owned and operated
such parcel of Real Estate as annualized shall be utilized, and (ii) the
Operating Cash Flow for any parcel of Real Estate without a full quarter of
performance shall be annualized in such manner as the Agent shall approve, such
approval not to be unreasonably withheld. For the purpose of calculating
Operating Cash Flow under this definition as to any parcel of Real Estate, the
Operating Cash Flow Rental Adjustment shall be applied to any parcel of Real
Estate affected by any of the events described in the definition of Operating
Cash Flow Rental Adjustment. The assets of the Borrower and its Subsidiaries on
the consolidated financial statements of the Borrower and its Subsidiaries shall
be adjusted to reflect the Borrower's allocable share of such asset, for the
relevant period or as of the date of determination, taking into account (a) the
relative proportion of each such item derived from assets directly owned by the
Borrower and from assets owned by its respective Subsidiaries, and (b) the
Borrower's respective ownership interest in its Subsidiaries.

Consolidated Total Liabilities. All liabilities of a Person and its
Subsidiaries determined on a Consolidated basis in accordance with generally
accepted accounting principles and all Indebtedness of such Person and its
Subsidiaries, whether or not so classified, including any liabilities arising in
connection with sale and leaseback transactions.

Contribution Agreement (Term Loan). That certain Contribution Agreement
dated of even date herewith among the Borrower, the Guarantor and the REMIC
Subsidiary.

Conversion Request. A notice given by the Borrower to the Agent of its
election to convert or continue a Loan in accordance with Section 4.1.

Debt Offering. The issuance and sale by the Borrower or the Guarantor
of any debt securities of the Borrower or the Guarantor.

Debt Service. For any period, the sum of all interest, including
capitalized interest not paid in cash, bond related expenses, and mandatory
principal/sinking fund payments due and payable during such period excluding any
balloon payments due upon maturity of any Indebtedness.

Default. See Section 12.1. In addition, any "Default" (as defined in
the Revolving Credit Agreement) shall also be a Default hereunder.

Defaulting Bank. Any Bank which fails or refuses to perform its
obligations under this Agreement within the time period specified for
performance of such obligation or, if no time frame is specified, if such
failure or refusal continues for a period of five (5) Business Days after notice
from the Agent.

Distribution. With respect to any Person, the declaration or payment of
any cash, cash flow, dividend or distribution on or in respect of any shares of
any class of capital stock or other beneficial interest of such Person other
than dividends or distributions payable solely in equity securities of such
Person; the purchase, redemption, exchange or other retirement of any shares of
any class of capital stock or other beneficial interest of such Person, directly
or indirectly through a Subsidiary of such Person or otherwise; the return of
capital by such Person to its shareholders or partners as such; or any other
distribution on or in respect of any shares of any class of capital stock or
other beneficial interest of such Person.

Dollars or $. Dollars in lawful currency of the United States of
America.

Domestic Lending Office. Initially, the office of each Bank designated
as such in Schedule 1 hereto; thereafter, such other office of such Bank, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

Drawdown Date. The date on which any Loan is made or is to be made, and
the date on which any Loan which is made prior to the Maturity Date is converted
or combined in accordance with Section 4.1.

Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower, the
Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.

Environmental Laws. See Section 6.18(a).

Equity Offering. The issuance and sale by the Borrower or the Guarantor
of any equity securities of the Borrower or the Guarantor.

ERISA. The Employee Retirement Income Security Act of 1974, as amended
and in effect from time to time.

ERISA Affiliate. Any Person which is treated as a single employer with
the Borrower or the Guarantor under Section 414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss.4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

Event of Default. See Section 12.1.

Federal Funds Effective Rate. For any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, 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 that is a Business Day, the average of the
quotations for such day on such transactions received by the Agent from three
Federal funds brokers of recognized standing selected by the Agent.

Funds from Operations. With respect to any Person for any fiscal
period, the Net Income of such Person computed in accordance with generally
accepted accounting principles, excluding financing costs and gains (or losses)
from debt restructuring and sales of property, plus depreciation (other than
non-real estate depreciation) and amortization (other than amortization of
deferred financing costs) and other noncash items.

Generally accepted accounting principles. Principles that are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time
and (b) consistently applied with past financial statements of the Person
adopting the same principles; provided that a certified public accountant would,
insofar as the use of such accounting principles is pertinent, be in a position
to deliver an unqualified opinion (other than a qualification regarding changes
in generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower,
the Guarantor or any ERISA Affiliate the benefits of which are guaranteed on
termination in full or in part by the PBGC pursuant to Title IV of ERISA, other
than a Multiemployer Plan.

Guarantor. Ramco-Xxxxxxxxxx Properties Trust.

Guaranty. The Unconditional Guaranty of Payment and Performance dated
of even date herewith made by the Guarantor in favor of the Agent and the Banks,
as the same may be modified or amended, such Guaranty to be in form and
substance satisfactory to the Agent.

Hazardous Substances. See Section 6.18(b).

HLT Notice Date. See Section 4.13.

Indebtedness. All obligations, contingent and otherwise, that in
accordance with generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, or to which reference should be
made by footnotes thereto, but without any double counting, including in any
event and whether or not so classified: (a) all debt and similar monetary
obligations, whether direct or indirect (including, without limitation, any
obligations evidenced by bonds, debentures, notes or similar debt instruments);
(b) all liabilities secured by any mortgage, pledge, security interest, lien,
charge or other encumbrance existing on property owned or acquired subject
thereto, whether or not the liability secured thereby shall have been assumed;
(c) all guarantees, endorsements and other contingent obligations whether direct
or indirect in respect of indebtedness of others, including any obligation to
supply funds to or in any manner to invest directly or indirectly in a Person,
to purchase indebtedness, or to assure the owner of indebtedness against loss
through an agreement to purchase goods, supplies or services for the purpose of
enabling the debtor to make payment of the indebtedness held by such owner or
otherwise; (d) any obligation as a lessee or obligor under a Capitalized Lease;
(e) all subordinated debt; (f) all obligations to purchase under agreements to
acquire, or otherwise to contribute money with respect to, properties under
"development" within the meaning of ss.8.9; and (g) all obligations, contingent
or deferred or otherwise, of any Person, including, without limitation, any such
obligations as an account party under acceptance, letter of credit or similar
facilities including, without limitation, obligations to reimburse the issuer in
respect of a letter of credit except for contingent obligations (but excluding
any guarantees or similar obligations) that are not material and are incurred in
the ordinary course of business in connection with the acquisition or obtaining
commitments for financing of Real Estate.

Initial REMIC Properties. The Real Estate identified as the Initial
REMIC Properties on Schedule 2 attached hereto.

Interest Payment Date. As to each Base Rate Loan, the first day of each
calendar month during the term of such Base Rate Loan and as to each LIBOR Rate
Loan, the first day of each calendar month during the term of such LIBOR Rate
Loan and the last day of the Interest Period relating thereto.

Interest Period. With respect to each LIBOR Rate Loan (a) initially,
the period commencing on the Drawdown Date of such Loan and ending one, two,
three or six months thereafter and (b) thereafter, each period commencing on the
day following the last day of the next preceding Interest Period applicable to
such Loan and ending on the last day of one of the periods set forth

above, as selected by the Borrower in a Conversion Request; provided that all of
the foregoing provisions relating to Interest Periods are subject to the
following:

(i) if any Interest Period with respect to a
LIBOR Rate Loan would otherwise end on a day that is not a
LIBOR Business Day, that Interest Period shall end and the
next Interest Period shall commence on the next preceding or
succeeding LIBOR Business Day as determined conclusively by
the Reference Bank in accordance with the then current bank
practice in the London Interbank Market;

(ii) if the Borrower shall fail to give
notice as provided in ss.4.1, the Borrower shall be deemed to
have requested a conversion of the affected LIBOR Rate Loan to
a Base Rate Loan on the last day of the then current Interest
Period with respect thereto; and

(iii) no Interest Period relating to any
LIBOR Rate Loan shall extend beyond the Maturity Date.

Interest Rate Contracts. Interest rate swap, collar, cap or similar
agreements providing interest rate protection.

Investments. With respect to any Person, all shares of capital stock,
evidences of Indebtedness and other securities issued by any other Person, all
loans, advances, or extensions of credit to, or contributions to the capital of,
any other Person, all purchases of the securities or business or integral part
of the business of any other Person and commitments and options to make such
purchases, all interests in real property, and all other investments; provided,
however, that the term "Investment" shall not include (i) equipment, inventory
and other tangible personal property acquired in the ordinary course of
business, or (ii) current trade and customer accounts receivable for services
rendered in the ordinary course of business and payable in accordance with
customary trade terms. In determining the aggregate amount of Investments
outstanding at any particular time: (a) the amount of any Investment represented
as a guaranty shall be taken at not less than the principal amount of the
obligations guaranteed and still outstanding; (b) there shall be included as an
Investment all interest accrued with respect to Indebtedness constituting an
Investment unless and until such interest is paid; (c) there shall be deducted
in respect of each such Investment any amount received as a return of capital
(but only by repurchase, redemption, retirement, repayment, liquidating dividend
or liquidating distribution); (d) there shall not be deducted in respect of any
Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (b) may be deducted when paid; and (e) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London.

LIBOR Lending Office. Initially, the office of each Bank designated as
such in Schedule 1 hereto; thereafter, such other office of such Bank, if any,
that shall be making or maintaining LIBOR Rate Loans.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan,
the rate per annum as determined by the Reference Bank's LIBOR Lending Office to
be the rate (rounded upwards to the nearest 1/16 of one percent) at which Dollar
deposits are offered to prime banks, by such banks in the London Interbank
Market as are selected in good faith by the Reference Bank, at approximately
11:00 a.m. London time two (2) LIBOR Business Days prior to the beginning of
such Interest Period for delivery on the first day of such Interest Period for
the number of days comprised therein and in an amount comparable to the amount
of the LIBOR Rate Loan to which such Interest Period applies.

LIBOR Rate Loans. The Loans bearing interest calculated by reference to
a LIBOR Rate.

Loan Documents. This Agreement, the Notes, the Guaranty, the REMIC
Subsidiary Guaranty, and all other documents, instruments or agreements now or
hereafter executed or delivered by or on behalf of the Borrower, the Guarantor
or the REMIC Subsidiary in connection with the Loans.

Loans. See Section 2.1.

Majority Banks. As of any date, any Bank or collection of Banks whose
aggregate Commitment Percentage is more than fifty percent (50%); provided,
that, in determining said percentage at any given time, all then existing
Defaulting Banks will be disregarded and excluded and the Commitment Percentages
of the Banks shall be redetermined for voting purposes only, to exclude the
Commitment Percentages of such Defaulting Bank(s); and provided, further that
the Agent must always be among the Majority Banks except that after an Event of
Default described in ss.12.1 (a) or (b) decisions of the Majority Banks to
accelerate and/or exercise remedies pursuant to ss.12.5 shall be made without
regard to whether the Agent is among the Majority Banks.

Maryland REIT. See Section 8.4(b).

Master Agreement. The Amended and Restated Master Agreement dated as of
December 27, 1995, by and among RPS Realty Trust, Ramco-Xxxxxxxxxx, Inc. and
certain other parties as set forth therein, as amended by First Amendment to
Amended and Restated Master Agreement dated as of March 19, 1996.

Maturity Date. May 1, 1999, as the same may be extended by the Borrower
as provided in ss.4.16, or such earlier date on which the Loans shall become due
and payable pursuant to the terms hereof.

Multiemployer Plan. Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower, the
Guarantor or any ERISA Affiliate.

Net Income (or Deficit). With respect to any Person (or any asset of
any Person) for any fiscal period, the net income (or deficit) of such Person
(or attributable to such asset), after deduction of all expenses, taxes and
other proper charges, determined in accordance with generally accepted
accounting principles.

Net Offering Proceeds. The gross cash proceeds received by the Borrower
or the Guarantor as a result of a Debt Offering or an Equity Offering less the
customary and reasonable costs, fees, expenses, underwriting commissions and
discounts incurred by the Borrower or the Guarantor in connection therewith.

Non-recourse Indebtedness. Indebtedness of a Person which is secured by
one or more parcels of Real Estate and related personal property or interests
therein and Short-term Investments and is not a general obligation of such
Person, the holder of such Indebtedness having recourse solely to the parcels of
Real Estate securing such Indebtedness, the Building and any leases thereon and
the rents and profits thereof and the Short-term Investments securing such
Indebtedness.

Notes. See Section 2.2.

Notice. See Section 19.

Obligations. All indebtedness, obligations and liabilities of the
Borrower to any of the Banks and the Agent, individually or collectively, under
this Agreement or any of the other Loan Documents or in respect of any of the
Loans or the Notes, or other instruments at any time evidencing any of the
foregoing, whether existing on the date of this Agreement or arising or incurred
hereafter, direct or indirect, joint or several, absolute or contingent, matured
or unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise.

Operating Cash Flow. With respect to any Person (or any asset of any
Person) for any period, an amount equal to the sum of (a) the Net Income of such
Person (or attributable to such asset) for such period plus (b) depreciation and
amortization, interest expense, and any extraordinary or nonrecurring losses
deducted in calculating such Net Income, minus (c) any extraordinary or
nonrecurring gains included in calculating such Net Income, minus (d) the
Capital Expenditure Reserve Amount, all as determined in accordance with
generally accepted accounting principles.

Operating Cash Flow Rental Adjustment. For the purposes of calculating
Operating Cash Flow, with respect to any parcel of Real Estate as to which the
Borrower or any Approved Subsidiary shall obtain a replacement tenant for vacant
space in excess of 10,000 rentable square feet, the rent from such tenant shall
be from the date such tenant takes possession and begins paying rent be included
for one-half (1/2) of the period for which such space was vacant during the
period for which Operating Cash Flow is being calculated.

Outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

PBGC. The Pension Benefit Guaranty Corporation created by ss.4002 of
ERISA and any successor entity or entities having similar responsibilities.

Permitted Liens. Liens, security interests and other encumbrances
permitted by ss.8.2.

Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

Principal Documents. The Master Agreement, the RPS Contribution
Agreements and the Ramco Agreements.

Purchase Agreement. Those certain Sales Contracts between the Borrower
and various entities relating to the purchase by the Borrower of certain retail
properties managed by D.R.A.
Advisors, Inc.

Ramco Agreements. As defined in the Master Agreement.

Real Estate. All real property at any time owned or leased (as lessee
or sublessee) by the Borrower or any of its Subsidiaries.

Record. The grid attached to any Note, or the continuation of such
grid, or any other similar record, including computer records, maintained by any
Bank with respect to any Loan referred to in such Note.

Reference Bank. BankBoston.

REIT Status. With respect to the Guarantor, its status as a real estate
investment trust as defined in Section 856(a) of the Code.

Release. See Section 6.18(c)(iii).

REMIC Properties. The Initial REMIC Properties and the Additional REMIC
Properties.

REMIC Subsidiary. Ramco Properties Associates Limited Partnership, a
Michigan limited partnership.

REMIC Subsidiary Guaranty (Term Loan). The Unconditional Guaranty of
Payment and Performance dated of even date herewith made by the REMIC Subsidiary
in favor of the Agent and the Banks, as the same may be modified or amended,
such REMIC Subsidiary Guaranty (Term Loan) to be in form and substance
satisfactory to the Agent.

REMIC Transaction. The release of the REMIC Properties from the liens
thereon under the Revolving Credit Agreement and related loan documents in
connection with the encumbrance of the REMIC Properties by mortgages, deeds of
trust or similar instruments substantially in accordance with the terms of the
proposed transaction described in that certain Loan Commitment dated October 13,
1997, from Xxxxxx Xxxxxxx Mortgage Capital, Inc. to Borrower, a true copy of
which has been delivered to the Agent.

Revolving Credit Agreement. The Second Amended and Restated Master
Revolving Credit Agreement dated of even date herewith among the Borrower, the
Guarantor, BankBoston, individually and as agent, and the other banks that are
or become parties thereto, as the same may be amended, modified or restated.

RPS Contribution Agreements. As defined in the Master Agreement.

SEC. The federal Securities and Exchange Commission.

Short-term Investments. Investments described in subsections (a)
through (g), inclusive, of Section 8.3.

State. A state of the United States of America.

Stock Purchase Commitment. That certain Preferred Units and Stock
Purchase Agreement dated as of September 30, 1997, among Borrower, Guarantor,
Stichting Bedrijspensioenfonds Voor de Metaalnijrerheid, Stichting Pensionfonds
ABP, MS Real Estate Special Situations Inc., The Xxxxxx Xxxxxxx Real Estate
Special Situations Fund I, L.P., The Xxxxxx Xxxxxxx Real Estate Special
Situations Fund II, L.P., The Xxxxxx Xxxxxxx Real Estate Special Situations Fund
III, L.P. and Special Situations XX XXXX, Inc.

Stock Purchase Commitment Allowance. At any time, an amount equal to
the amount then unpaid and available to be funded or paid pursuant to the Stock
Purchase Commitment, including any amounts which may be paid under the
"Buyer/Kimco Stock Purchase Agreement" (as defined in the Stock Purchase
Commitment); provided that (a) no Stock Purchase Buyer has notified the Borrower
or the Guarantor of a refusal to pay all or any portion of the purchase price
pursuant to the Stock Purchase Commitment, or notice of its intention to so
refuse to pay all or any portion of the purchase price, (b) no Stock Purchase
Buyer has claimed that a default or event of default by Borrower or Guarantor
has occurred under the Stock Purchase Commitment such that such Stock Purchase
Buyer is not obligated to pay amounts pursuant to the Stock Purchase Commitment,
(c) none of the events described in Section 12.1(g), (h) or (i) have occurred
with respect to any Stock Purchase Buyer, (d) no Stock Purchase Buyer (i)
has denied that it has any liability or obligation under the Stock Purchase
Commitment, (ii) has notified the Borrower or the Guarantor of such Stock
Purchase Buyer's intention to attempt to cancel or terminate the Stock Purchase
Commitment, or (iii) has failed to observe or comply with any term, covenant,
condition or agreement under the Stock Purchase Commitment, (e) no event has
occurred which would permit any Stock Purchase Buyer to refuse to

pay amounts pursuant to the Stock Purchase Commitment, or (f) the Stock Purchase
Commitment has not expired or been terminated.

Stock Purchase Buyer. Any one or more of Stichting Bedrijspensioenfonds
Voor de Metaalnijrerheid, Stichting Pensionfonds ABP, MS Real Estate Special
Situations Inc., The Xxxxxx Xxxxxxx Real Estate Special Situations Fund I, L.P.,
The Xxxxxx Xxxxxxx Real Estate Special Situations Fund II, L.P., The Xxxxxx
Xxxxxxx Real Estate Special Situations Fund III, L.P., Special Situations XX
XXXX, Inc. or Kimco Realty Corporation.

Subsidiary. Any corporation, association, partnership, trust, or other
business entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by number
of votes or controlling interests) of the outstanding Voting Interests. The
REMIC Subsidiary is a wholly-owned Subsidiary of the Borrower.

Total Commitment. The sum of the Commitments of the Banks, as in effect
from time to time. As of the date of this Agreement, the Total Commitment is
Forty Five Million Dollars ($45,000,000.00).

Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate
Loan.

Under Development. Any Real Estate shall be considered under
development until such time as (i) a Certificate of Occupancy has been obtained
or the Borrower has delivered to the Agent other evidence satisfactory to the
Agent indicating that occupancy of such development is lawful, and (ii) the
gross income from the operation of such Real Estate on an accrual basis shall
have equaled or exceeded operating costs on an accrual basis for three (3)
months.

Voting Interests. Stock or similar ownership interests, of any class or
classes (however designated), the holders of which are at the time entitled, as
such holders, (a) to vote for the election of a majority of the directors (or
persons performing similar functions) of the corporation, association,
partnership, trust or other business entity involved, or (b) to control, manage,
or conduct the business of the corporation, partnership, association, trust or
other business entity involved.

SECTION 1.2.RULES OF INTERPRETATION.

(a) A reference to any document or agreement shall include
such document or agreement as amended, modified or supplemented from time to
time in accordance with its terms and the terms of this Agreement.

(b) The singular includes the plural and the plural includes
the singular.

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(d) A reference to any Person includes its permitted
successors and permitted assigns.

(e) Accounting terms not otherwise defined herein have the
meanings assigned to them by generally accepted accounting principles applied on
a consistent basis by the accounting entity to which they refer.

(f) The words "include", "includes" and "including" are not
limiting.

(g) The words "approval" and "approved", as the context so
determines, means an approval in writing given to the party seeking approval
after full and fair disclosure to the party giving approval of all material
facts necessary in order to determine whether approval should be granted.

(h) All terms not specifically defined herein or by generally
accepted accounting principles, which terms are defined in the Uniform
Commercial Code as in effect in the State of Michigan, have the meanings
assigned to them therein.

(i) Reference to a particular " ss. ", refers to that section
of this Agreement unless otherwise indicated.

(j) The words "herein", "hereof", "hereunder" and words of
like import shall refer to this Agreement as a whole and not to any particular
section or subdivision of this Agreement.

SECTION 2.THE TERM LOAN FACILITY.

SECTION 2.1.COMMITMENT TO LEND. Subject to the terms and conditions
set forth in this Agreement, each of the Banks severally agrees to lend to
the Borrower on the Closing Date the amount of its Commitment (the "Loans");
provided, that the outstanding principal amount of the Loans shall not at
anytime exceed the Total Commitment. The Loans shall be made pro rata in
accordance with each Bank's Commitment Percentage. Once repaid, sums hereunder
may not be reborrowed.

SECTION 2.2.NOTES. The Loans shall be evidenced by separate promissory
notes of the Borrower in substantially the form of Exhibit A hereto
(collectively, the "Notes"), dated of even date as this Agreement and completed
with appropriate insertions. One Note shall be payable to the order of each Bank
in the principal amount equal to such Bank's Commitment, plus interest accrued
thereon as set forth below. The Borrower irrevocably authorizes each Bank to
make or cause to be made, at or about the time of the Drawdown Date of any Loan
or at the time of receipt of any payment of principal thereof, an appropriate
notation on such Bank's Record reflecting the making of such Loan or (as the
case may be) the receipt of such payment. The outstanding amount of the Loans
set forth on such Bank's Record shall be prima facie evidence of the principal
amount thereof owing and unpaid to such Bank, but the failure to record, or any
error in so recording, any such amount on such

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Bank's Record shall not limit or otherwise affect the obligations of the
Borrower hereunder or under any Note to make payments of principal of or
interest on any Note when due.

SECTION 2.3.INTEREST ON LOANS.

(a) Each Base Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the date on which such
Base Rate Loan is converted to a LIBOR Rate Loan at the per annum rate equal to
the Base Rate.

(b) Each LIBOR Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto at the rate per annum equal to the sum of
the Applicable Margin plus the LIBOR Rate determined for such Interest Period.

(c) The Borrower promises to pay interest on each Loan to it
in arrears on each Interest Payment Date with respect thereto. In the event that
any additional interest becomes due and payable for any period with respect to a
Loan as a result of the Applicable Margin being determined based on the ratio of
Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value or any
change in such ratio, and the interest for such period has previously been paid
by the Borrower, the Borrower shall pay to the Agent for the account of the
Banks the amount of such increase within ten (10) days of demand.

(d) Base Rate Loans and LIBOR Rate Loans may be converted to
Loans of the other Type as provided in ss.4.1.

SECTION 3.REPAYMENT OF THE LOANS.

SECTION 3.1. STATED MATURITY. The Borrower promises to pay on the
Maturity Date and there shall become absolutely due and payable on the Maturity
Date all of the Loans outstanding on such date, together with any and all
accrued and unpaid interest thereon.

SECTION 3.2. OPTIONAL PREPAYMENTS. The Borrower shall have the right,
at its election, to prepay the outstanding amount of the applicable Loans,
as a whole or in part, at any time without penalty or premium; provided, that
the full or partial prepayment of the outstanding amount of any LIBOR Rate Loans
pursuant to this ss.3.2 may be made only on the last day of the Interest Period
relating thereto except as otherwise required pursuant to ss.4.7. The Borrower
shall give the Agent, no later than 10:00 a.m., Boston time, at least five (5)
Business Days' prior written notice of any prepayment pursuant to this ss.3.2,
in each case specifying the proposed date of payment of Loans and the principal
amount to be paid.

SECTION 3.3.PARTIAL PREPAYMENTS. Each partial prepayment of the Loans
under ss.3.2 shall be in an integral multiple of $ 100,000, shall be accompanied
by the payment of accrued interest on the principal prepaid to the date of
payment and, after payment of such interest, shall be applied, in the absence of
instruction by the Borrower, first to the principal of Base Rate Loans and then
to the principal of LIBOR Rate Loans.

SECTION 3.4.PROCEEDS FROM DEBT OR EQUITY OFFERING. So long as no
"Default" or "Event of Default" (as such terms are defined in the Revolving
Credit Agreement) has occurred and is continuing or would occur as a result of
the following described payment, the Borrower shall cause any Net Offering
Proceeds of any Equity Offering (excluding proceeds received in connection with
the Stock Purchase Commitment) to be paid by the Borrower or the Guarantor to
the Agent for the account of the Banks as a prepayment of the Loans to the
Borrower or which are guaranteed by the Guarantor within ten (10) days of the
date of such offering to be applied first to the then outstanding principal of
the Loans and then to accrued and unpaid interest on the Loans.

SECTION 4.CERTAIN GENERAL PROVISIONS.

SECTION 4.1. CONVERSION OPTIONS.

(a) The Borrower may elect from time to time to convert the
outstanding Loans to a Loan of another Type and such Loan shall thereafter bear
interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that
(i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate
Loan, the Borrower shall give the Agent at least three (3) Business Days' prior
written notice of such election, and such conversion shall only be made on the
last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with
respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan the
Borrower shall give the Agent at least four (4) LIBOR Business Days' prior
written notice of such election and the Interest Period requested for such Loan,
the principal amount of the Loan so converted shall be in a minimum aggregate
amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and,
after giving effect to the making of such Loan there shall be no more than four
(4) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be
converted into a LIBOR Rate Loan when any Default or Event of Default has
occurred and is continuing. All or any part of the outstanding Loans of any Type
may be converted as provided herein, provided that no partial conversion shall
result in a Base Rate Loan in an aggregate principal amount of less than
$1,000,000 or a LIBOR Rate Loan in an aggregate principal amount of less than
$2,000,000 and that the aggregate principal amount of each Loan shall be in an
integral multiple of $100,000. On the date on which such conversion is being
made, each Bank shall take such action as is necessary to transfer its
Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR
Lending Office, as the case may be. Each Conversion Request relating to the
conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the
Borrower.

(b) Any Loan may be continued as such Type upon the expiration
of an Interest Period with respect thereto by compliance by the Borrower with
the terms of ss.4.1(a); provided that no LIBOR Rate Loan may be continued as
such when any Default or Event of Default has occurred

and is continuing, but shall be automatically converted to a Base Rate Loan on
the last day of the Interest Period relating thereto ending during the
continuance of any Default or Event of Default.

(c) In the event that the Borrower does not notify the Agent
of its election hereunder with respect to any Loan, such Loan shall be
automatically converted to a Base Rate Loan at the end of the applicable
Interest Period.

SECTION 4.2.COMMITMENT AND SYNDICATION FEE. The Borrower shall pay to
BankBoston certain fees for services rendered or to be rendered in connection
with the Loan as provided pursuant to the Agreement Regarding Fees as of even
date herewith between the Borrower and BankBoston.

SECTION 4.3.[INTENTIONALLY OMITTED]

SECTION 4.4.FUNDS FOR PAYMENTS.

(a) All payments of principal, interest, closing fees and any
other amounts due hereunder or under any of the other Loan Documents shall be
made to the Agent, for the respective accounts of the Banks and the Agent, as
the case may be, at the Agent's Head Office, not later than 1:00 p.m. (Boston
time) on the day when due, in each case in immediately available funds. The
Agent is hereby authorized to charge the accounts of the Borrower with
BankBoston designated by the Borrower, on the dates when the amount thereof
shall become due and payable, with the amounts of the principal of and interest
on the Loans and all fees, charges, expenses and other amounts owing to the
Agent and/or the Banks under the Loan Documents.

(b) All payments by the Borrower hereunder and under any of
the other Loan Documents shall be made without setoff or counterclaim and free
and clear of and without deduction for any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any jurisdiction
or any political subdivision thereof or taxing or other authority therein unless
the Borrower is compelled by law to make such deduction or withholding. If any
such obligation is imposed upon the Borrower with respect to any amount payable
by them hereunder or under any of the other Loan Documents, the Borrower will
pay to the Agent, for the account of the Banks or (as the case may be) the
Agent, on the date on which such amount is due and payable hereunder or under
such other Loan Document, such additional amount in Dollars as shall be
necessary to enable the Banks or the Agent to receive the same net amount which
the Banks or the Agent would have received on such due date had no such
obligation been imposed upon the Borrower. The Borrower will deliver promptly to
the Agent certificates or other valid vouchers for all taxes or other charges
deducted from or paid with respect to payments made by the Borrower hereunder or
under such other Loan Document.

SECTION 4.5.COMPUTATIONS. All computations of interest on the Loans and
of other fees to the extent applicable shall be based on a 360-day year and paid
for the actual number of days elapsed. Except as otherwise provided in the
definition of the term "Interest Period" with respect to LIBOR Rate Loans,
whenever a payment hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue during
such extension. The outstanding amount of the Loans as reflected on the records
of the Agent from time to time shall be considered prima facie evidence of such
amount.

SECTION 4.6.INABILITY TO DETERMINE LIBOR RATE. In the event that, prior
to the commencement of any Interest Period relating to any LIBOR Rate Loan, the
Agent shall reasonably determine that adequate and reasonable methods do not
exist for ascertaining the LIBOR Rate for such Interest Period, the Agent shall
forthwith give notice of such determination (which shall be conclusive and
binding on the Borrower and the Banks) to the Borrower and the Banks. In such
event (a) any Loan request with respect to conversion to a LIBOR Rate Loan shall
be automatically withdrawn and shall be deemed a request for a Base Rate Loan
and (b) each LIBOR Rate Loan will automatically, on the last day of the then
current Interest Period thereof, become a Base Rate Loan, and the obligations of
the Banks to provide LIBOR Rate Loans shall be suspended until the Agent
determines that the circumstances giving rise to such suspension no longer
exist, whereupon the Agent shall so notify the Borrower and the Banks.

SECTION 4.7. ILLEGALITY. Notwithstanding any other provisions herein,
if any present or future law, regulation, treaty or directive or the
interpretation or application thereof shall make it unlawful, or any central
bank or other governmental authority having jurisdiction over a Bank or its
LIBOR Lending Office shall assert that it is unlawful, for any Bank to make or
maintain LIBOR Rate Loans, such Bank shall forthwith give notice of such
circumstances to the Agent and the Borrower and thereupon (a) the commitment of
the Banks to provide LIBOR Rate Loans or convert another Type to LIBOR Rate
Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding
shall be converted automatically to Base Rate Loans on the last day of each
Interest Period applicable to such LIBOR Rate Loans or within such earlier
period as may be required by law.

SECTION 4.8. ADDITIONAL INTEREST. If any LIBOR Rate Loan or any portion
thereof is repaid or is converted to a Base Rate Loan for any reason on a date
which is prior to the last day of the Interest Period applicable to such LIBOR
Rate Loan, the Borrower will pay to the Agent upon demand for the account of the
Banks in accordance with their respective Commitment Percentages, in addition to
any amounts of interest otherwise payable hereunder, any amounts required to
compensate the Banks for any losses, costs or expenses which may reasonably be
incurred as a result of such payment or conversion, including, without
limitation, an amount equal to daily interest for the unexpired portion of such
Interest Period on the LIBOR Rate Loan or portion thereof so repaid or converted
at a per annum rate equal to the excess, if any, of (a) the interest rate
calculated on the basis of the LIBOR Rate applicable to such LIBOR Rate Loan
minus (b) the yield obtainable by the Agent upon the purchase of debt securities
customarily issued by the Treasury of the United States of America which have a
maturity date most closely approximating the last day of such Interest Period
(it being

understood that the purchase of such securities shall not be required in order
for such amounts to be payable) and that a Bank shall not be obligated or
required to have actually obtained funds at the LIBOR Rate or to have actually
reinvested such amounts as described above.

SECTION 4.9. ADDITIONAL COSTS, ETC. Notwithstanding anything herein to
the contrary, if any present or future applicable law, which expression, as used
herein, includes statutes, rules and regulations thereunder and legally binding
interpretations thereof by any competent court or by any governmental or other
regulatory body or official with appropriate jurisdiction charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Bank or the Agent by any central bank or other fiscal,
monetary or other authority (whether or not having the force of law), shall:

(a) subject any Bank or the Agent to any tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature with respect to this
Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other
than taxes based upon or measured by the income or profits of such Bank or the
Agent), or

(b) materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Bank of the principal
of or the interest on any Loans or any other amounts payable to any Bank under
this Agreement or the other Loan Documents, or

(c) impose or increase or render applicable any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held by, or
deposits in or for the account of, or loans by, or commitments of an office of
any Bank, or

(d) impose on any Bank or the Agent any other conditions or
requirements with respect to this Agreement, the other Loan Documents, the
Loans, such Bank's Commitment, or any class of loans or commitments of which any
of the Loans or such Bank's Commitment forms a part; and the result of any of
the foregoing is

(i) to increase the cost to any Bank of making,
funding, issuing, renewing, extending or maintaining any of
the Loans or such Bank's Commitment, or

(ii) to reduce the amount of principal, interest or
other amount payable to such Bank or the Agent hereunder on
account of such Bank's Commitment or any of the Loans, or

(iii) to require such Bank or the Agent to make any
payment or to forego any interest or other sum payable
hereunder, the amount of which payment or foregone interest or
other sum is calculated by reference to the gross amount of
any

sum receivable or deemed received by such Bank or the Agent
from the Borrower hereunder,

then, and in each such case, the Borrower will within fifteen (15) days after
demand made by such Bank or (as the case may be) the Agent at any time and from
time to time and as often as the occasion therefor may arise, pay to such Bank
or the Agent such additional amounts as such Bank or the Agent shall determine
in good faith to be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or other sum. Each Bank
and the Agent in determining such amounts may use any reasonable averaging and
attribution methods, generally applied by such Bank or the Agent.

SECTION 4.10. CAPITAL ADEQUACY. If after the date hereof any Bank
determines that (a) the adoption of or change in any law, rule, regulation or
guideline regarding capital requirements for banks or bank holding companies or
any change in the interpretation or application thereof by any governmental
authority charged with the administration thereof, or (b) compliance by such
Bank or its parent bank holding company with any guideline, request or directive
of any such entity regarding capital adequacy (whether or not having the force
of law), has the effect of reducing the return on such Bank's or such holding
company's capital as a consequence of such Bank's commitment to make Loans
hereunder to a level below that which such Bank or holding company could have
achieved but for such adoption, change or compliance (taking into consideration
such Bank's or such holding company's then existing policies with respect to
capital adequacy and assuming the full utilization of such entity's capital) by
any amount deemed by such Bank to be material, then such Bank may notify the
Borrower thereof. The Borrower agrees to pay to such Bank the amount of such
reduction in the return on capital as and when such reduction is determined,
upon presentation by such Bank of a statement of the amount and setting forth
such Bank's calculation thereof. In determining such amount, such Bank may use
any reasonable averaging and attribution methods.

SECTION 4.11.INDEMNITY OF BORROWER. The Borrower agrees to indemnify
each Bank and to hold each Bank harmless from and against any loss, cost or
expense that such Bank may sustain or incur as a consequence of (a) default by
the Borrower in payment of the principal amount of or any interest on any LIBOR
Rate Loans as and when due and payable, including any such loss or expense
arising from interest or fees payable by such Bank to lenders of funds obtained
by it in order to maintain its LIBOR Rate Loans, or (b) default by the Borrower
in making a conversion after the Borrower has given (or is deemed to have given)
a Conversion Request.

SECTION 4.12.INTEREST ON OVERDUE AMOUNTS; LATE CHARGE. Overdue
principal and all other overdue amounts payable hereunder or under any of the
other Loan Documents (other than interest on the Loans) shall, following the
expiration of any applicable cure period expressly provided for in this
Agreement, bear interest payable on demand at a rate per annum equal to five
percent (5.0%) above the Base Rate until such amount shall be paid in full
(after as well as before judgment). Overdue interest on the Loans shall,
following the expiration of any applicable cure period expressly provided for in
this Agreement, bear interest payable on demand at a rate equal to the lesser of
(i) a per annum rate equal to five percent (5.0%) above the Base Rate or (ii)
the maximum annual rate of

interest permitted by applicable law until such amount shall be paid in full
(after as well as before judgment). In addition, the Borrower shall pay a late
charge equal to four percent (4.0%) of any amount of interest and/or principal
payable on the Loans or any other amounts payable hereunder or under the Loan
Documents, which is not paid by the Borrower within the applicable cure period
expressly provided for in this Agreement

SECTION 4.13.HLT CLASSIFICATION. The Banks acknowledge that as of the
date hereof neither the Commitments nor the Loans are classified as "highly
leveraged transactions". Notwithstanding the foregoing, if after the date
hereof, the Agent determines, or is advised by any Bank that such Bank has
determined or has received notice from any governmental authority, central bank
or comparable agency having jurisdiction over such Bank, that any of the
Commitments or Loans are classified as a "highly leveraged transaction" (an "HLT
Classification") pursuant to any existing regulations regarding "highly
leveraged transactions" or any modification, amendment or interpretation
thereof, or the adoption of new regulations regarding "highly leveraged
transactions" after the date hereof by any governmental authority, central bank
or comparable agency, the Agent shall promptly give notice of such HLT
Classification to the Borrower and the Banks (which date is hereafter referred
to as the "HLT Notice Date"). The Agent, the Banks and the Borrower shall
thereupon commence negotiations in good faith to agree on the extent to which
fees, interest rates and/or margins hereunder should be increased so as to
reflect such HLT Classification. If the Borrower and the Majority Banks agree on
the amount of such increase or increases, this Agreement shall be promptly
amended to give effect to such increase or increases. If the Borrower and the
Majority Banks fail to so agree and the Borrower has failed to refinance the
Loans within ninety (90) days after the HLT Notice Date, then the Agent shall,
if so requested by the Majority Banks, by notice to the Borrower terminate the
Commitments and accelerate the maturity date of the Loans and the Loans shall
become due and payable in full on the date specified in such notice, which date
shall be not earlier than one hundred eighty (180) days after the HLT Notice
Date. The Agent and the Banks acknowledge that an HLT Classification is not a
Default or an Event of Default.

SECTION 4.14.CERTIFICATE. A certificate setting forth any amounts
payable pursuant to ss.4.8, ss.4.9, ss.4.10, ss.4.11, ss.4.12 or ss.4.13 and a
brief explanation of such amounts which are due, submitted by any Bank or the
Agent to the Borrower, shall be conclusive in the absence of manifest error.

SECTION 4.15. LIMITATION ON INTEREST. Notwithstanding anything in this
Agreement to the contrary, all agreements between the Borrower and the Banks and
the Agent, whether now existing or hereafter arising and whether written or
oral, are hereby limited so that in no contingency, whether by reason of
acceleration of the maturity of any of the Obligations or otherwise, shall the
interest contracted for, charged or received by the Banks exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,
interest would otherwise be payable to the Banks in excess of the maximum lawful
amount, the interest payable to the Banks shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Banks shall
ever receive anything of value deemed interest by applicable law in excess of
the maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the Obligations of the
Borrower and to the payment of interest or, if such excessive

interest exceeds the unpaid balance of principal of the Obligations of the
Borrower, such excess shall be refunded to the Borrower. All interest paid or
agreed to be paid to the Banks shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread throughout the full period until
payment in full of the principal of the Obligations of the Borrower (including
the period of any renewal or extension thereof) so that the interest thereon for
such full period shall not exceed the maximum amount permitted by applicable
law. This section shall control all agreements between the Borrower and the
Banks and the Agent.

SECTION 4.16.EXTENSION OF MATURITY DATE.

(a) Provided that no Default or Event of Default shall have
occurred and be continuing, the Borrower shall have the option, to be exercised
by giving written notice to the Agent in the form of Exhibit "C" hereto at least
90 days prior to the initial scheduled Maturity Date of May 1, 1999, subject to
the terms and conditions set forth in this Agreement, to extend the Maturity
Date to October 1, 2000. The request by the Borrower for extension of the
Maturity Date shall constitute a representation and warranty by the Borrower
that all of the conditions set forth in this Section shall have been satisfied
on the date of such request.

(b) The obligations of the Agent and the Banks to extend the
Maturity Date as provided in ss.4.16(a) shall be subject to the satisfaction of
the following conditions precedent on or prior to the scheduled Maturity Date of
May 1, 1999:

(i) Payment of Extension Fee. The Borrower shall pay
to BankBoston certain fees pursuant to the Agreement Regarding Fees of even date
herewith and BankBoston will pay a portion of such fees to the Banks pursuant to
the separate agreement among BankBoston and the Banks.

(ii) No Default. On the date of the exercise of such
extension option and on May 1, 1999, there shall exist no Default or Event of
Default.

(iii) Representations and Warranties. The
representations and warranties made by the Borrower or the Guarantor in the Loan
Documents or otherwise made by or on behalf of the Borrower, the Guarantor or
any of their respective Subsidiaries in connection therewith or after the date
thereof shall have been true and correct in all material respects on May 1,
1999.

(iv) Interest Rate Protection. The Borrower shall
have obtained or extended prior to May 1, 1999, the Interest Rate Contract
described in ss.10.17 or such other Interest Rate Contract as the Agent may
approve in its discretion (and which shall not expire before October 1, 2000)
and shall have provided evidence thereof to the Agent.

SECTION 5.COLLATERAL SECURITY

SECTION 5.1.Collateral. The Banks have agreed to make the Loans to the
Borrower on an unsecured basis. Notwithstanding the foregoing, the Obligations
shall be guaranteed pursuant to the terms of the Guaranty and the REMIC
Subsidiary Guaranty (Term Loan). The REMIC Subsidiary Guaranty (Term Loan) shall
be marked canceled and returned to the REMIC Subsidiary upon consummation of the
REMIC Transaction and thereupon the Contribution Agreement (Term Loan) may be
terminated by the Borrower, the guarantor and the REMIC Subsidiary.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR AND THE
BORROWER.

The Borrower and the Guarantor, jointly and severally, represent and
warrant to the Agent and the Banks as follows.

SECTION 6.1.CORPORATE AUTHORITY, ETC.

(a) Incorporation; Good Standing. The Borrower is a Delaware
limited partnership duly organized pursuant to its limited partnership agreement
dated December 21, 1994, as amended as of January 1, 1995, and as amended and
restated on May 1, 1996, and as further amended by a first amendment dated as of
June 25, 1996, a second amendment dated as of September 29, 1997, a third
amendment dated as of October 3, 1997, and a fourth amendment dated as of
October 8, 1997, and a Certificate of Limited Partnership and amendments thereto
filed with the Secretary of the State of Delaware and is validly existing and in
good standing under the laws of the State of Delaware. The Guarantor is a
Massachusetts business trust duly organized pursuant to its amended and restated
trust agreement dated June 14, 1988, and a Certificate of Trust and amendments
thereto filed with the Secretary of the Commonwealth of Massachusetts and is
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts. Each of the Borrower and the Guarantor (i) has all requisite
power to own its respective property and conduct its respective business as now
conducted and as presently contemplated, and (ii) as to the Borrower is in good
standing as a foreign entity and is duly authorized to do business in the
jurisdictions where the Real Estate of the Borrower is located and in each other
jurisdiction where a failure to be so qualified in such other jurisdiction could
have a materially adverse effect on the business, assets or financial condition
of such Person. The Guarantor is a real estate investment trust in full
compliance with and entitled to the benefits of ss.856 of the Code.

(b) Subsidiaries. Each of the Subsidiaries of the Borrower and
the Guarantor (i) is a corporation, limited partnership, limited liability
company or trust duly organized under the laws of its State of organization and
is validly existing and in good standing under the laws thereof, (ii) has all
requisite power to own its property and conduct its business as now conducted
and as presently contemplated and (iii) is in good standing and is duly
authorized to do business in each jurisdiction where Real Estate held by it is
located and in each other jurisdiction where a failure to be so qualified could
have a materially adverse effect on the business, assets or financial condition
of the Borrower,

the Guarantor, or such Subsidiary. The REMIC Subsidiary is a wholly-owned direct
Subsidiary of the Borrower.

(c) Authorization. The execution, delivery and performance of
this Agreement and the other Loan Documents to which the Borrower, the Guarantor
or any of their respective Subsidiaries is or is to become a party and the
transactions contemplated hereby and thereby (i) are within the authority of
such Person, (ii) have been duly authorized by all necessary proceedings on the
part of such Person, (iii) do not and will not conflict with or result in any
breach or contravention of any provision of law, statute, rule or regulation to
which such Person is subject or any judgment, order, writ, injunction, license
or permit applicable to such Person, (iv) do not and will not conflict with or
constitute a default (whether with the passage of time or the giving of notice,
or both) under any provision of the articles of incorporation, partnership
agreement, declaration of trust or other charter documents or bylaws of, or any
agreement or other instrument binding upon, such Person or any of its
properties, and (v) do not and will not result in or require the imposition of
any lien or other encumbrance on any of the properties, assets or rights of such
Person.

(d) Enforceability. The execution and delivery of this
Agreement and the other Loan Documents to which the Borrower, the Guarantor or
any of their respective Subsidiaries is or is to become a party are valid and
legally binding obligations of such Person enforceable in accordance with the
respective terms and provisions hereof and thereof, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors' rights and
except to the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.

SECTION 6.2.GOVERNMENTAL APPROVALS. The execution, delivery and
performance of this Agreement and the other Loan Documents to which the
Borrower, the Guarantor or any of their respective Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained and the filing of the Security
Documents in the appropriate records office with respect thereto.

SECTION 6.3.TITLE TO PROPERTIES; LEASE. The Borrower, the Guarantor and
their Subsidiaries own all of the assets reflected in the consolidated balance
sheet of the Borrower and the Guarantor as of the Balance Sheet Date or acquired
since that date (except property and assets sold or otherwise disposed of in the
ordinary course of business since that date), subject to no rights of others,
including any mortgages, leases, conditional sales agreements, title retention
agreements, liens or other encumbrances except Permitted Liens.

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SECTION 0.0.XXXXXXXXX STATEMENTS. The Borrower has delivered to each of
the Banks: (a) the consolidated balance sheet of the Guarantor and its
respective Subsidiaries as of the Balance Sheet Date, and (b) certain other
financial information relating to the Borrower, the Guarantor and the Real
Estate. Such balance sheet and other information have been prepared in
accordance with generally accepted accounting principles and fairly present the
financial condition of the Borrower, the Guarantor and their respective
Subsidiaries as of such dates and the results of the operations of the Borrower,
the Guarantor and their respective Subsidiaries for such periods. There are no
liabilities, contingent or otherwise, of the Borrower, the Guarantor or any of
their respective Subsidiaries involving material amounts not disclosed in said
financial statements and the related notes thereto.

SECTION 6.5. NO MATERIAL CHANGES. Since the Balance Sheet Date, there
has occurred no materially adverse change in the financial condition or business
of the Borrower, the Guarantor, and their respective Subsidiaries taken as a
whole as shown on or reflected in the consolidated balance sheet of the Borrower
and the Guarantor as of the Balance Sheet Date, or its consolidated statement of
income or cash flows for the fiscal year then ended, other than changes in the
ordinary course of business that have not had any materially adverse effect
either individually or in the aggregate on the business or financial condition
of such Person.

SECTION 6.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower, the
Guarantor and their respective Subsidiaries possess all franchises, patents,
copyrights, trademarks, trade names, servicemarks, licenses and permits, and
rights in respect of the foregoing, adequate for the conduct of their business
substantially as now conducted without known conflict with any rights of others.

SECTION 6.7.LITIGATION. Except as stated on Schedule 6.7 there are no
actions, suits, proceedings or investigations of any kind pending or to the
knowledge of such person threatened against the Borrower, the Guarantor or any
of their respective Subsidiaries before any court, tribunal or administrative
agency or board that, if adversely determined, might, either in any case or in
the aggregate, materially adversely affect the properties, assets, financial
condition or business of such Person or materially impair the right of such
Person to carry on business substantially as now conducted by it, or result in
any liability not adequately covered by insurance, or for which adequate
reserves are not maintained on the balance sheet of such Person, or which
question the validity of this Agreement or any of the other Loan Documents, any
action taken or to be taken pursuant hereto or thereto or any lien or security
interest created or intended to be created pursuant hereto or thereto, or which
will adversely affect the ability of the Borrower or the Guarantor to pay and
perform the Obligations in the manner contemplated by this Agreement and the
other Loan Documents.

SECITON 6.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. None of the
Borrower, the Guarantor or any of their respective Subsidiaries is subject to
any charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation that has or is expected in the future to have a
materially adverse effect on the business, assets or financial condition of such
Person. None of the Borrower, the Guarantor, nor any of their respective
Subsidiaries is a party to any contract or agreement that has or is expected, in
the judgment of the partners or officers of such Person, to have any materially
adverse effect on the business of any of them.

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SECTION 6.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. None of the
Borrower, the Guarantor or any of their respective Subsidiaries is in violation
of any provision of its charter or other organizational documents, bylaws, or
any agreement or instrument to which it may be subject or by which it or any of
its properties may be bound or any decree, order, judgment, statute, license,
rule or regulation, in any of the foregoing cases in a manner that could result
in the imposition of substantial penalties or materially and adversely affect
the financial condition, properties or business of such Person.

SECTION 0.00.XXX STATUS. The Borrower, the Guarantor and each of their
respective Subsidiaries (a) has made or filed all federal and state income and
all other tax returns, reports and declarations required by any jurisdiction to
which it is subject, (b) has paid all taxes and other governmental assessments
and charges shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and by appropriate
proceedings and (c) has set aside on its books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction,
and the partners or officers of such Person know of no basis for any such claim.

SECTION 0.00.XX EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

SECTION 6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the
Borrower, the Guarantor, or any of their respective Subsidiaries is or after
giving effect to any Loan will be, subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act or the Investment
Company Act of 1940 or to any federal or state statute or regulation limiting
its ability to incur indebtedness for borrowed money.

SECTION 6.13. ABSENCE OF UCC FINANCING STATEMENTS, ETC. Except with
respect to Permitted Liens, there is no financing statement, security agreement,
chattel mortgage, real estate mortgage or other document filed or recorded with
any filing records, registry, or other public office, that purports to cover,
affect or give notice of any present or possible future lien on, or security
interest or security title in, any property of the Borrower, the Guarantor or
any of their respective Subsidiaries or rights thereunder.

SECTION 6.14. [INTENTIONALLY OMITTED]

SECTION 6.15. CERTAIN TRANSACTIONS. Except as set forth on Schedule
6.15, none of the officers, trustees, directors, or employees of the Borrower,
the Guarantor or any of their respective Subsidiaries is a party to any
transaction with either or both of the Borrower, the Guarantor or any of their
respective Subsidiaries (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
trustee, director or such employee or, to the knowledge of the Borrower, the

Guarantor, or any corporation, partnership, trust or other entity in which any
officer, trustee, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

SECTION 6.16. EMPLOYEE BENEFIT PLANS. The Borrower, the Guarantor and
each ERISA Affiliate has fulfilled its obligations under the minimum funding
standards of ERISA and the Code with respect to each Employee Benefit Plan,
Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the Code
with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed
Pension Plan. Neither the Borrower, the Guarantor nor any ERISA Affiliate has
(a) sought a waiver of the minimum funding standard under Section 412 of the
Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed
Pension Plan, (b) failed to make any contribution or payment to any Employee
Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any
amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension
Plan, which has resulted or could result in the imposition of a lien or the
posting of a bond or other security under ERISA or the Code, or (c) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA. None of the Real Estate constitutes a
"plan asset" of any Employee Benefit Plan, Multiemployer Plan or Guaranteed
Pension Plan.

SECTION 6.17. REGULATIONS U AND X. No portion of any Loan is to be used
for the purpose of purchasing or carrying any "margin security" or "margin
stock" as such terms are used in Regulations U and X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

SECTION 6.18. ENVIRONMENTAL COMPLIANCE. The Borrower and the Guarantor
each has taken all commercially reasonable steps to investigate the past and
present conditions and usage of the Real Estate and the operations conducted
thereon and, based upon such investigation makes the following representations
and warranties.

(a) To the best of the Borrower's and the Guarantor's
knowledge, none of the Borrower, the Guarantor or their respective Subsidiaries
or any operator of the Real Estate, or any operations thereon is in violation,
or alleged violation, of any judgment, decree, order, law, license, rule or
regulation pertaining to environmental matters, including, without limitation,
those arising under the Resource Conservation and Recovery Act ("RCRA"), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 as
amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986
("XXXX"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic
Substances Control Act, or any state or local statute, regulation, ordinance,
order or decree relating to the environment (hereinafter "Environmental Laws"),
which violation involves the Real Estate and would have a material adverse
effect on the business, assets or financial condition of the Borrower, the
Guarantor or any of their respective Subsidiaries.

(b) None of the Borrower, the Guarantor or any of their
respective Subsidiaries has received notice from any third party including,
without limitation, any federal, state or local governmental authority, (i) that
it has been identified by the United States Environmental Protection Agency
("EPA") as a potentially responsible party under CERCLA with respect to a site
listed on the

National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X (1986); (ii) that any
hazardous waste, as defined by 42 U.S.C. ss.9601(5), any hazardous substances as
defined by 42 U.S.C. ss.9601(14), any pollutant or contaminant as defined by 42
U.S.C. ss.9601(33) or any toxic substances, oil or hazardous materials or other
chemicals or substances regulated by any Environmental Laws ("Hazardous
Substances") which it has generated, transported or disposed of have been found
at any site at which a federal, state or local agency or other third party has
conducted or has ordered that the Borrower, the Guarantor or any of their
respective Subsidiaries conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that it is or shall
be a named party to any claim, action, cause of action, complaint, or legal or
administrative proceeding (in each case, contingent or otherwise) arising out of
any third party's incurrence of costs, expenses, losses or damages of any kind
whatsoever in connection with the release of Hazardous Substances.

(c) To the best of the Borrower's and the Guarantor's
knowledge, except as specifically set forth in writing to the Agent as of the
date hereof, or in the case of Real Estate acquired after the date hereof, to
the best of the Borrower's and Guarantor's knowledge except as may be disclosed
to the Agent in writing upon the acquisition of the same: (i) no portion of the
Real Estate has been used for the handling, processing, storage or disposal of
Hazardous Substances except in accordance with applicable Environmental Laws in
all material respects, and no underground tank or other underground storage
receptacle for Hazardous Substances is located on any portion of the Real
Estate; (ii) in the course of any activities conducted by either the Borrower,
the Guarantor, their Subsidiaries or the operators of its properties, no
Hazardous Substances have been generated or are being used on the Real Estate
except in the ordinary course of business and in accordance with applicable
Environmental Laws in all material respects; (iii) there has been no past or
present releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, disposing or dumping (a "Release") or
threatened Release of Hazardous Substances on, upon, into or from any of the
Real Estate, or, to the best of the Borrower's or the Guarantor's knowledge, on,
upon, into or from the other properties of the Borrower, the Guarantor or their
respective Subsidiaries, which Release would have a material adverse effect on
the value of any of the Real Estate or adjacent properties or the environment;
(iv) to the best of the Borrower's or the Guarantor's knowledge, there have been
no Releases on, upon, from or into any real property in the vicinity of any of
the Real Estate which through soil or groundwater contamination, may have come
to be located on, and which would have a material adverse effect on the value
of, the Real Estate; and (v) any Hazardous Substances that have been generated
on any of the Real Estate have been transported off-site only by carriers having
an identification number issued by the EPA or approved by a state or local
environmental regulatory authority having jurisdiction regarding the
transportation of such substance and treated or disposed of only by treatment or
disposal facilities maintaining valid permits as required under all applicable
Environmental Laws, which transporters and facilities have been and are, to the
best of the Borrower's or the Guarantor's knowledge, operating in compliance
with such permits and applicable Environmental Laws.

(d) None of the Borrower, the Guarantor, their respective
Subsidiaries, or the Real Estate is subject to any applicable Environmental Law
requiring the performance of Hazardous Substances site assessments, or the
removal or remediation of Hazardous Substances, or the giving

of notice to any governmental agency or the recording or delivery to other
Persons of an environmental disclosure document or statement by virtue of the
transactions set forth herein and contemplated hereby.

SECTION 6.19. SUBSIDIARIES. Schedule 6.19 sets forth all of the
Subsidiaries of the Borrower and the Guarantor. The form and jurisdiction of
organization of each of the Subsidiaries, and the Borrower's and the Guarantor's
ownership interest therein, is set forth in said Schedule 6.19.

SECTION 6.20. [INTENTIONALLY OMITTED]

SECTION 6.21. LOAN DOCUMENTS. All of the representations and warranties
made by or on behalf of the Borrower, the Guarantor, and their respective
Subsidiaries in this Agreement and the other Loan Documents or any document or
instrument delivered to the Agent or the Banks pursuant to or in connection with
any of such Loan Documents are true and correct in all material respects, and
neither the Borrower, the Guarantor nor any of their respective Subsidiaries has
failed to disclose such information as is necessary to make such representations
and warranties not misleading.

SECTION 6.22. PROPERTY. All of the Borrower's and its Subsidiaries'
Real Estate is in good condition and working order subject to ordinary wear and
tear. The Borrower further has completed an appropriate investigation of the
environmental condition of each such property owned or leased by the Borrower or
its Subsidiaries as of the later of the date of the Borrower's or such
Subsidiaries' purchase thereof or the date upon which such property was last
given as security for Indebtedness of the Borrower or such Subsidiary, including
preparation or updating of a "Phase I" report and, if recommended by the "Phase
I" report, a "Phase II" report, in each case prepared by a recognized
environmental engineer in accordance with customary standards which discloses
that such property is not in violation of the representations and covenants set
forth in this Agreement, unless satisfactory remediation actions are being
taken. There are no unpaid or outstanding real estate or other taxes or
assessments on or against any property of the Borrower or any of its
Subsidiaries which are payable by the Borrower or its Subsidiaries (except only
real estate or other taxes or assessments, that are not yet due and payable or
are being protested as permitted by this Agreement). There are no pending
eminent domain proceedings against any property of the Borrower or its
Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such
proceedings are presently threatened or contemplated by any taking authority
which may individually or in the aggregate have any materially adverse effect on
the business or financial condition of the Borrower. None of the property of the
Borrower or its Subsidiaries is now damaged as a result of any fire, explosion,
accident, flood or other casualty in any manner which individually or in the
aggregate would have any materially adverse effect on the business or financial
condition of the Borrower.

SECTION 6.23. BROKERS. None of the Borrower, the Guarantor, or any of
their respective Subsidiaries has engaged or otherwise dealt with any broker,
finder or similar entity in connection with this Agreement or the Loans
contemplated hereunder.

SECTION 6.24. OTHER DEBT. None of the Borrower, the Guarantor, or any
of their respective Subsidiaries is in default of the payment of any
Indebtedness or any other agreement, mortgage, deed of trust, security
agreement, financing agreement, indenture or lease to which any of them is a
party. The Borrower is not a party to or bound by any agreement, instrument or
indenture that may require the subordination in right or time or payment of any
of the Obligations to any other indebtedness or obligation of the Borrower. The
Borrower has provided to the Agent a schedule, and upon the request of the Agent
will provide copies, of all agreements, mortgages, deeds of trust, financing
agreements or other material agreements binding upon the Borrower or its
properties and entered into by the Borrower as of the date of this Agreement
with respect to any Indebtedness of the Borrower.

SECTION 6.25. SOLVENCY. As of the Closing Date and after giving effect
to the transactions contemplated by this Agreement and the other Loan Documents,
including all Loans made or to be made hereunder, neither the Borrower, the
Guarantor nor any of their Subsidiaries is insolvent on a balance sheet basis
such that the sum of such Person's assets exceeds the sum of such Person's
liabilities, such Person is able to pay its debts as they become due, and such
Person has sufficient capital to carry on its business.

SECTION 6.26. CONTRIBUTION AGREEMENT. The Borrower has delivered or
made available to the Agent a true, correct and complete copy of the
Contribution Agreement (Term Loan). The Contribution Agreement (Term Loan) is in
full force and effect in accordance with its terms, there are no material claims
resulting from non-performance of the terms thereof or otherwise or any basis
for a material claim by any party to the Contribution Agreement (Term Loan), nor
has there been any waiver of any material terms thereunder.

SECTION 6.27. NO FRAUDULENT INTENT. Neither the execution and delivery
of this Agreement or any of the other Loan Documents nor the performance of any
actions required hereunder or thereunder is being undertaken by the Borrower,
Guarantor or any of their respective Subsidiaries with or as a result of any
actual intent by any of such Persons to hinder, delay or defraud any entity to
which any of such Persons is now or will hereafter become indebted.

SECTION 6.28. TRANSACTION IN BEST INTERESTS OF BORROWER; CONSIDERATION.
The transaction evidenced by this Agreement and the other Loan Documents is in
the best interests of the Borrower, the Guarantor, each of their respective
Subsidiaries and the creditors of such Persons. The direct and indirect benefits
to inure to the Borrower, the Guarantor and each of their respective
Subsidiaries pursuant to this Agreement and the other Loan Documents constitute
substantially more than "reasonably equivalent value" (as such term is used in
Section 548 of the Bankruptcy Code) and "valuable consideration," "fair value,"
and "fair consideration," (as such terms are used in any applicable state
fraudulent conveyance law), in exchange for the benefits to be provided by the
Borrower, the Guarantor and each of their respective Subsidiaries pursuant to
this Agreement and the other Loan Documents, and but for the willingness of the
Guarantor and the REMIC Subsidiary to guaranty the Loan, Borrower would be
unable to obtain the financing contemplated hereunder which financing will
enable the Borrower and its Subsidiaries (including the REMIC Subsidiary) to
have available financing to close the transaction under the Purchase Agreement
(including the

acquisition of the Initial REMIC Properties and other real property therein
described) and to conduct and expand their business.

SECTION 6.29. STOCK PURCHASE COMMITMENT. The Stock Purchase Commitment
is in full force and effect and no defaults or breaches have occurred
thereunder. A "Closing" (as defined in the Stock Purchase Commitment) has
occurred and as of the date of this Agreement the sum of $11,666,675.00 has been
funded under the Stock Purchase Commitment.

SECTION 7. AFFIRMATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER.

The Guarantor (to the extent hereinafter provided) and the Borrower
covenant and agree that, so long as any Loan or Note is outstanding or any Bank
has any obligation to make any Loans:

SECTION 7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually
pay or cause to be paid the principal and interest on the Loans and all interest
and fees provided for in this Agreement, all in accordance with the terms of
this Agreement and the Notes as well as all other sums owing pursuant to the
Loan Documents.

SECTION 7.2. MAINTENANCE OF OFFICE. The Borrower will maintain its
chief executive office at 00000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxxx, 00000, or at such other place in the United States of America as the
Borrower shall designate upon prior written notice to the Agent and the Banks,
where notices, presentations and demands to or upon the Borrower in respect of
the Loan Documents may be given or made.

SECTION 7.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and
cause each of its Subsidiaries to keep, true and accurate records and books of
account in which full, true and correct entries will be made in accordance with
generally accepted accounting principles and (b) maintain adequate accounts and
reserves for all taxes (including income taxes), depreciation and amortization
of its properties and the properties of its Subsidiaries, contingencies and
other reserves. Neither the Borrower nor the Guarantor nor any of their
respective Subsidiaries shall, without the prior written consent of the Majority
Banks, (x) make any material changes to the accounting principles used by such
Person in preparing the financial statements and other information described in
ss.6.4 or (y) change its fiscal year.

SECTION 7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The
Borrower and the Guarantor will deliver or cause to be delivered to each of the
Banks:

(a) as soon as practicable, but in any event not later than
one hundred (100) days after the end of each fiscal year of the Guarantor, the
audited Consolidated balance sheet of the Guarantor and its Subsidiaries at the
end of such year, and the related audited Consolidated statements of income,
changes in shareholder's equity and cash flows for such year, each setting forth
in comparative form the figures for the previous fiscal year and all such
statements to be in reasonable

detail, prepared in accordance with generally accepted accounting principles,
and accompanied by an auditor's report prepared without qualification by
Deloitte & Touche, or by another "Big Six" accounting firm, the Form 10-K filed
with the SEC (unless the SEC has approved an extension, in which event the
Guarantor will deliver to the Agent and each of the Banks a copy of the Form
10-K simultaneously with delivery to the SEC), a statement of the Borrower's
taxable net income for the prior fiscal year, and any other information the
Banks may need to complete a financial analysis of the Guarantor and its
Subsidiaries;

(b) as soon as practicable, but in any event not later than
fifty-five (55) days after the end of each of the first three (3) fiscal
quarters of the Borrower and the Guarantor, respectively, copies of the
unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and
the Guarantor and its Subsidiaries, respectively, as at the end of such quarter,
and the related unaudited Consolidated statements of income, changes in
shareholder's equity and cash flows for the portion of the Borrower's and the
Guarantor's, respectively, fiscal year then elapsed, all in reasonable detail
and prepared in accordance with generally accepted accounting principles (which,
as to the Guarantor, may be provided by inclusion in the Form 10-Q of the
Guarantor for such period provided pursuant to subsection (c) below), together
with a certification by the principal financial or accounting officer of the
Borrower and the Guarantor, respectively, that the information contained in such
financial statements fairly presents the financial position of such Person and
its Subsidiaries on the date thereof (subject to year-end adjustments);
provided, however, that unless otherwise requested by the Agent or the Majority
Banks, the Borrower shall not be required to deliver the balance sheets,
statements or other matters required by this ss.7.4(b) to the extent the same
are incorporated in the balance sheets, statements and other matters delivered
to the Banks by the Guarantor;

(c) as soon as practicable, but in any event not later than
fifty-five (55) days after the end of each of the first three (3) fiscal
quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC
(unless the SEC has approved an extension in which event the Guarantor will
deliver such copies of the Form 10-Q to the Agent and each of the Banks
simultaneously with delivery to the SEC);

(d) as soon as practicable, but in any event not later than
fifty-five (55) days after the end of the first three (3) fiscal quarters of the
Borrower, copies of a Consolidated statement of Operating Cash Flow for such
fiscal quarter for the Borrower and its Subsidiaries and a statement of
Operating Cash Flow for such fiscal quarter for the Borrower, prepared on a
basis consistent with the statement furnished pursuant to ss.6.4(c) together
with a certification by the chief financial or chief accounting officer of the
general partner of the Borrower, that the information contained in such
statement fairly presents the Operating Cash Flow of the Borrower and its
Subsidiaries for such period;

(e) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a statement (a
"Compliance Certificate") certified by the principal financial or accounting
officer of the general partner of the Borrower in the form of Exhibit B hereto
(or in such other form as the Agent may approve from time to time) setting forth
in reasonable detail

computations evidencing compliance with the covenants contained in ss.9 and the
other covenants described therein, and (if applicable) reconciliations to
reflect changes in generally accepted accounting principles since the Balance
Sheet Date;

(f) contemporaneously with the filing or mailing thereof,
copies of all material of a financial nature filed with the SEC or sent to the
stockholders of the Guarantor or the partners of the Borrower;

(g) as soon as practicable but in any event not later than
fifty-five (55) days after the end of each of the first three (3) fiscal
quarters of the Borrower, an updated rent roll aggregating information for all
Real Estate and operating statements and tenant sales reports with respect to
all Real Estate with respect to such fiscal quarter, such statements and reports
to be in form reasonably satisfactory to the Agent;

(h) as soon as practicable but in any event not later than one
hundred (100) days after the end of the fourth fiscal quarter of the Borrower,
an updated rent roll aggregating information for all Real Estate and rolling
four (4) quarter operating statements and tenant sales reports with respect to
all Real Estate, such statements and reports to be in form reasonably
satisfactory to the Agent;

(i) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, the following with
respect to each acquisition of an interest in Real Estate having a fair market
value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries
(which for the purposes of this ss.7.4(h) shall include the Investments
described in ss.8.3(i), provided that with respect to the Investments described
in ss.8.3(i), the following items shall be provided to the extent reasonably
available to the Borrower or its Subsidiaries): (i) the closing statement
relating to such acquisition, (ii) a description of the property acquired, (iii)
a certificate from the chief financial or accounting officer of the Borrower
stating that (A) an environmental site assessment has been prepared by an
environmental engineer and such assessment contains no material qualifications
with respect to such Real Estate and (B) a statement of condition of such Real
Estate has been prepared by a construction engineer and such statement contains
no material qualifications, and (iv) a historical operating statement of such
Real Estate for such period as may be available to the Borrower and a current
rent roll for such Real Estate;

(j) promptly after they are filed with the Internal Revenue
Service, copies of all annual federal income tax returns and amendments thereto
of the Borrower and the Guarantor;

(k) promptly upon completion, copies of such market studies
relating to the Real Estate as are from time to time prepared by or on behalf of
the Borrower or its Subsidiaries;

(l) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, each of the following
with respect to each acquisition of an interest

33
45

in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a
description of the property owned by such Subsidiary, and (iii) such other
information as the Agent may reasonably request;

(m) simultaneously with the delivery of the financial
statement referred to in subsection (a) above, a statement (i) listing the Real
Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or
its Subsidiaries owns an interest) and stating the location thereof, the date
acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower
and its Subsidiaries (excluding Indebtedness of the type described in
ss.8.1(b)-(e)), which statement shall include, without limitation, a statement
of the original principal amount of such Indebtedness and the current amount
outstanding, the holder thereof, the maturity date and any extension options,
the interest rate, the collateral provided for such Indebtedness and whether
such Indebtedness is recourse or non-recourse, and (iii) listing the properties
of the Borrower and its Subsidiaries which are under "development" (as used in
ss.8.9) and providing a brief summary of the status of such development;

(n) not later than thirty (30) days prior to the end of each
fiscal year of the Borrower a budget and business plan for the next fiscal year;

(o) as soon as practicable, but in any event not later than
one hundred (100) days after the end of each fiscal year of the Borrower, the
unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the
end of such year, and the related unaudited consolidated statements of income,
changes in shareholder's equity and cash flows for such year, each setting forth
in comparative form the figures for the previous fiscal year and all such
statements to be in reasonable detail, prepared in accordance with generally
accepted accounting principles, and accompanied by a certification by the
principal financial or accounting officer of the Borrower that the information
contained in such financial statements fairly presents the financial position of
the Borrower and its Subsidiaries on the date thereof (provided, however, that
Borrower shall not be required to provide such statements in the event that such
statements would be substantially similar to the consolidated statements
provided by the Guarantor); and

(p) within five (5) days of the funding of any amount pursuant
to the Stock Purchase Commitment, notice of such funding and the amount thereof;

(q) as soon as practicable, but in any event not later than
two (2) Business Days after the Borrower or the Guarantor acquires knowledge of
the same, (i) written notice that any Stock Purchase Buyer has notified the
Borrower or the Guarantor of a refusal to fund an amount pursuant to the Stock
Purchase Commitment, or notice of its intention to so refuse to make an advance,
(ii) a claim by any Stock Purchase Buyer of an event of default or default by
the Borrower or the Guarantor under the Stock Purchase Commitment, or (iii) the
occurrence of any of the events described in ss.12.1(g), (h) or (i) with respect
to any Stock Purchase Buyer; and

(r) from time to time such other financial data and
information in the possession of the Borrower, the Guarantor or their respective
Subsidiaries (including without limitation auditors' management letters,
property inspection and environmental reports and information as to zoning and

other legal and regulatory changes affecting the Borrower or the Guarantor) as
the Agent may reasonably request.

SECTION 7.5. NOTICES

(a) Defaults. The Borrower will promptly notify the Agent in
writing of the occurrence of any Default or Event of Default. If any Person
shall give any notice or take any other action in respect of a claimed default
(whether or not constituting an Event of Default) under this Agreement or under
any note, evidence of indebtedness, indenture or other obligation to which or
with respect to which the Borrower, the Guarantor or any of their respective
Subsidiaries is a party or obligor, whether as principal or surety, and such
default would permit the holder of such note or obligation or other evidence of
indebtedness to accelerate the maturity thereof, which acceleration would have a
material adverse effect on the Borrower or the Guarantor, the Borrower shall
forthwith give written notice thereof to the Agent and each of the Banks,
describing the notice or action and the nature of the claimed default.

(b) Environmental Events. The Borrower will promptly give
notice to the Agent (i) upon the Borrower obtaining knowledge of any potential
or known Release of any Hazardous Substances at or from any Real Estate; (ii) of
any violation of any Environmental Law that the Borrower or any of its
Subsidiaries reports in writing or is reportable by such Person in writing (or
for which any written report supplemental to any oral report is made) to any
federal, state or local environmental agency and (iii) upon becoming aware
thereof, of any inquiry, proceeding, investigation, or other action, including a
notice from any agency of potential environmental liability, of any federal,
state or local environmental agency or board, that in either case involves any
Real Estate or has the potential to materially affect the assets, liabilities,
financial conditions or operations of the Borrower or any Subsidiary.

(c) Notice of Litigation and Judgments. The Borrower will give
notice to the Agent in writing within fifteen (15) days of becoming aware of any
litigation or proceedings threatened in writing or any pending litigation and
proceedings affecting the Borrower, the Guarantor or any of their respective
Subsidiaries or to which the Borrower, the Guarantor or any of their respective
Subsidiaries is or is to become a party involving an uninsured claim against the
Borrower, the Guarantor or any of their respective Subsidiaries that could
reasonably be expected to have a materially adverse effect on the Borrower or
the Guarantor and stating the nature and status of such litigation or
proceedings. The Borrower will give notice to the Agent, in writing, in form and
detail satisfactory to the Agent and each of the Banks, within ten (10) days of
any judgment not covered by insurance, whether final or otherwise, against the
Borrower, the Guarantor or any of their respective Subsidiaries in an amount in
excess of $100,000.

(d) Notice of Proposed Sales, Encumbrances, Refinance or
Transfer of Real Estate. The Borrower will give notice to the Agent of any
proposed or completed sale, encumbrance, refinance or transfer of any Real
Estate or other Investment described in ss.8.3(i) of the Borrower, the Guarantor
or their respective Subsidiaries within any fiscal quarter of the Borrower, such
notice to
35

be submitted, in the case of any such sale, encumbrance, refinance or transfer
in an amount in excess of $25,000,000.00, together with the Compliance
Certificate provided or required to be provided to the Banks under ss.7.4 with
respect to such fiscal quarter. The Compliance Certificate shall with respect to
any proposed or completed sale, encumbrance, refinance or transfer be adjusted
in the best good faith estimate of the Borrower to give effect to such sale,
encumbrance, refinance or transfer and demonstrate that no Default or Event of
Default with respect to the covenants referred to therein shall exist after
giving effect to such sale, encumbrance, refinance or transfer. Notwithstanding
the foregoing, in the event of any sale, encumbrance, refinance or transfer of
any Real Estate or other Investment described in ss.8.3(i) of the Borrower, the
Guarantor or their respective Subsidiaries, the Borrower shall promptly give
notice to the Agent of such transaction, which notice shall be accompanied by a
Compliance Certificate prepared using the financial statements of the Borrower
most recently provided or required to be provided to the Banks under ss.6.4 or
ss.7.4 adjusted as provided in the preceding sentence.

(e) Notification of Banks. Promptly after receiving any notice
under this ss.7.5, the Agent will forward a copy thereof to each of the Banks,
together with copies of any certificates or other written information that
accompanied such notice.

SECTION 7.6. EXISTENCE; MAINTENANCE OF PROPERTIES.

(a) The Borrower will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence as a
Delaware limited partnership. The Guarantor will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence as
a Massachusetts business trust; provided, however, that Guarantor may become a
Maryland real estate investment trust pursuant to the terms of ss.8.4(b), and if
Guarantor does become a Maryland real estate investment trust pursuant to the
terms of ss.8.4(b), Guarantor will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence as a Maryland real
estate investment trust. The Borrower will cause each of its Subsidiaries to do
or cause to be done all things necessary to preserve and keep in full force and
effect its legal existence. The Borrower shall continue to own directly or
indirectly one hundred percent (100%) of the Voting Interests and economic
interests in the REMIC Subsidiary, subject to any approval rights of any
independent director appointed in order for the REMIC Subsidiary to be
considered as a "bankruptcy remote" entity. The Borrower and the Guarantor will
do or cause to be done all things necessary to preserve and keep in full force
all of their respective rights and franchises and those of their Subsidiaries.
The Borrower will, and will cause each of its Subsidiaries to, continue to
engage primarily in the businesses now conducted by it and in related
businesses.

(b) The Borrower (i) will cause all of its properties and
those of its Subsidiaries used or useful in the conduct of its business or the
business of its Subsidiaries to be maintained and kept in good condition, repair
and working order (ordinary wear and tear excepted) and supplied with all
necessary equipment, and (ii) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof in all cases in
which the failure so to do would have a material

adverse effect on the condition of any Real Estate or on the financial
condition, assets or operations of the Borrower and its Subsidiaries.

SECTION 7.7. INSURANCE. The Borrower will procure and maintain or cause
to be procured and maintained insurance covering the Borrower and the Guarantor
and their respective Subsidiaries and their respective properties (the cost of
such insurance to be borne by the insured thereunder) in such amounts and
against such risks and casualties as are customary for properties of similar
character and location, due regard being given to the type of improvements
thereon, their construction, location, use and occupancy.

SECTION 7.8. TAXES. The Borrower and each Subsidiary will duly pay and
discharge, or cause to be paid and discharged, before the same shall become
overdue, all taxes, assessments and other governmental charges imposed upon it
and upon the Real Estate, sales and activities, or any part thereof, or upon the
income or profits therefrom as well as all claims for labor, materials, or
supplies that if unpaid might by law become a lien or charge upon any of its
property; provided that any such tax, assessment, charge, levy or claim need not
be paid if the validity or amount thereof shall currently be contested in good
faith by appropriate proceedings and if the Borrower or such Subsidiary shall
have set aside on its books adequate reserves with respect thereto; and
provided, further that forthwith upon the commencement of proceedings to
foreclose any lien that may have attached as security therefor, the Borrower and
each Subsidiary of the Borrower either (i) will provide a bond issued by a
surety reasonably acceptable to the Agent and sufficient to stay all such
proceedings or (ii) if no such bond is provided, will pay each such tax,
assessment, charge, levy or claim.

SECTION 7.9. INSPECTION OF PROPERTIES AND BOOKS. The Borrower shall
permit the Banks, through the Agent or any representative designated by the
Agent, at the Borrower's expense to visit and inspect any of the properties of
the Borrower or any of its Subsidiaries, to examine the books of account of the
Borrower and its Subsidiaries (and to make copies thereof and extracts
therefrom) and to discuss the affairs, finances and accounts of the Borrower and
its Subsidiaries with, and to be advised as to the same by, its officers, all at
such reasonable times and intervals as the Agent or any Bank may reasonably
request, provided that so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower shall not be required to pay for such
visits and inspections more often than once in any twelve (12) month period. The
Banks shall use good faith efforts to coordinate such visits and inspections so
as to minimize the interference with and disruption to the Borrower's normal
business operations.

SECTION 7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS.
The Borrower will comply with, and will cause each of its Subsidiaries to comply
in all respects with (i) all applicable laws and regulations now or hereafter in
effect wherever its business is conducted, including all Environmental Laws,
(ii) the provisions of its corporate charter, partnership agreement or
declaration of trust, as the case may be, and other charter documents and
bylaws, (iii) all agreements and instruments to which it is a party or by which
it or any of its properties may be bound, (iv) all applicable decrees, orders,
and judgments, and (v) all licenses and permits required by applicable laws and
regulations for the conduct of its business or the ownership, use or operation
of its properties.
37

If at any time while any Loan or Note is outstanding or the Banks have any
obligation to make Loans hereunder, any authorization, consent, approval, permit
or license from any officer, agency or instrumentality of any government shall
become necessary or required in order that the Borrower may fulfill any of its
obligations hereunder, the Borrower will immediately take or cause to be taken
all steps necessary to obtain such authorization, consent, approval, permit or
license and furnish the Agent and the Banks with evidence thereof.

SECTION 7.11. USE OF PROCEEDS. The Borrower will use the proceeds of
the Loans solely to provide short-term financing for the acquisition of fee
interests by the Borrower in certain Real Estate and improvements located
thereon in accordance with the Purchase Agreement (including the payment of
transaction costs in connection therewith).

SECTION 7.12. FURTHER ASSURANCES. Each of the Borrower and the
Guarantor will cooperate with, and will cause each of its Subsidiaries to
cooperate with the Agent and the Banks and execute such further instruments and
documents as the Banks or the Agent shall reasonably request to carry out to
their satisfaction the transactions contemplated by this Agreement and the other
Loan Documents.

SECTION 7.13. COMPLIANCE. The Borrower shall operate its business, and
shall cause each of its Subsidiaries to operate its business, in compliance with
the terms and conditions of this Agreement and the other Loan Documents. The
Guarantor shall at all times comply with all requirements of applicable laws
necessary to maintain REIT Status and shall operate its business in compliance
with the terms and conditions of this Agreement and the other Loan Documents.

SECTION 7.14.LIMITING AGREEMENTS.

(a) Neither Borrower, the Guarantor nor any of their
respective Subsidiaries shall enter into, any agreement, instrument or
transaction which has or may have the effect of prohibiting or limiting
Borrower's, the Guarantor's or any of their respective Subsidiaries' ability to
pledge to Agent any assets which are owned by the Borrower, the Guarantor or any
such Subsidiary and which are not otherwise subject to liens permitted by
ss.8.2(vi), (vii) and (viii) as security for the Loans. Borrower shall take, and
shall cause the Guarantor and their respective Subsidiaries to take, such
actions as are necessary to preserve the right and ability of Borrower, the
Guarantor and their respective Subsidiaries to pledge such assets as security
for the Loans without any such pledge after the date hereof causing or
permitting the acceleration (after the giving of notice or the passage of time,
or otherwise) of any other Indebtedness of Borrower, the Guarantor or any of
their respective Subsidiaries.

(b) Borrower shall, upon demand, provide to the Agent such
evidence as the Agent may reasonably require to evidence compliance with this
ss.7.14, which evidence shall include, without limitation, copies of any
agreements or instruments which would in any way restrict or limit the
Borrower's, any Guarantor's or any Subsidiary's ability to pledge assets as
security for Indebtedness, or which provide for the occurrence of a default
(after the giving of notice or the

38
50

passage of time, or otherwise) if assets are pledged in the future as security
for Indebtedness of the Borrower or Guarantor.

SECTION 7.15. OWNERSHIP OF REAL ESTATE. Without the prior written
consent of the Majority Banks, which consent may be withheld by the Majority
Banks in their sole discretion, all interests (whether direct or indirect) of
the Borrower or the Guarantor in real estate assets acquired after the date
hereof shall be owned directly by the Borrower; provided, however, that the
Initial REMIC Properties may be owned by the REMIC Subsidiary; and provided
further, however, that the Initial REMIC Properties shall be conveyed by the
REMIC Subsidiary to the Borrower if the REMIC Transaction is not consummated
within sixty (60) days of the date of this Agreement.

SECTION 7.16. MORE RESTRICTIVE AGREEMENTS. Should the Borrower, the
Guarantor or any of their respective Subsidiaries enter into or modify any
agreements or documents pertaining to any existing or future Indebtedness, Debt
Offering or Equity Offering, which agreements or documents include covenants,
whether affirmative or negative (or any other provision which may have the same
practical effect as any of the foregoing), which are individually or in the
aggregate more restrictive against the Borrower, the Guarantor or their
respective Subsidiaries than those set forth in ss.8 and ss.9 of this Agreement,
the Borrower shall promptly notify the Agent and, if requested by the Majority
Banks, the Borrower, the Agent, and the Majority Banks shall promptly amend this
Agreement and the other Loan Documents to include some or all of such more
restrictive provisions as determined by the Majority Banks in their sole
discretion. Each of the Borrower and Guarantor agree to deliver to the Agent
copies of any agreements or documents (or modifications thereof) pertaining to
existing or future Indebtedness, Debt Offering or Equity Offering of the
Borrower, the Guarantor or any of their respective Subsidiaries as the Agent
from time to time may request. Notwithstanding the foregoing, this ss.7.16 shall
not apply to covenants contained in any agreements or documents evidencing or
securing Non-recourse Indebtedness or covenants in agreements or documents
relating to recourse Indebtedness that relate only to specific Real Estate that
is collateral for such Indebtedness.

SECTOPM 7.17. INTEREST RATE CONTRACT. From and after the date of this
Agreement, the Borrower shall at all times maintain in full force and effect the
Interest Rate Contract described in ss. 10.17. The Borrower shall upon the
request of the Agent provide to the Agent evidence that such Interest Rate
Contract is in effect.

SECTION 8.CERTAIN NEGATIVE COVENANTS OF THE GUARANTOR AND THE BORROWER.

The Borrower and the Guarantor, jointly and severally, covenant and
agree that, so long as any Loan or Note is outstanding or any of the Banks has
any obligation to make any Loans:

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51
U8.1. Restrictions on Indebtedness The Guarantor will not (other than solely as
a result of its status as a general partner of the Borrower) create, incur,
assume, guarantee or be or remain liable, contingently or otherwise with
respect to any Indebtedness other than the Obligations and any Indebtedness of
the Borrower permitted under the terms of this Section 8.1. The Borrower will
not, and will not permit any of its Subsidiaries to, create, incur, assume,
guarantee or be or remain liable, contingently or otherwise, with respect to
any Indebtedness other than:

(a) Indebtedness to the Banks arising under any of the
Loan Documents;

(b) current liabilities of the Borrower or its
Subsidiaries incurred in the ordinary course of business but not incurred
through (i) the borrowing of money, or (ii) the obtaining of credit except for
credit on an open account basis customarily extended and in fact extended in
connection with normal purchases of goods and services;

(c) Indebtedness in respect of taxes, assessments,
governmental charges or levies and claims for labor, materials and supplies to
the extent that payment therefor shall not at the time be required to be made
in accordance with the provisions of Section 7.8;

(d) Indebtedness in respect of judgments or awards that
have been in force for less than the applicable period for taking an appeal so
long as execution is not levied thereunder or in respect of which the Borrower
shall at the time in good faith be prosecuting an appeal or proceedings for
review and in respect of which a stay of execution shall have been obtained
pending such appeal or review;

(e) endorsements for collection, deposit or negotiation
and warranties of products or services, in each case incurred in the ordinary
course of business;

(f) subject to the provisions of Section 9, Non-recourse
Indebtedness of the Borrower or any of its Subsidiaries, provided that neither
the Borrower nor any of its Subsidiaries shall incur any Non-recourse
Indebtedness unless the Borrower shall have provided to the Banks a statement
that no Default or Event of Default exists and a Compliance Certificate
demonstrating that the Borrower will be in compliance with the covenants
referred to therein after giving effect to such incurrence, and environmental
indemnities and customary exceptions to exculpatory language shall be permitted
in any such Non-recourse Indebtedness;

(g) Indebtedness in respect of reverse repurchase
agreements having a term of not more than one hundred eighty (180) days with
respect to Investments described in Section 8.3(d) or (e);

(h) subject to the provisions of Section 9, other
unsecured recourse Indebtedness of the Borrower and its Subsidiaries in an
aggregate outstanding principal amount (excluding the Obligations) not
exceeding $2,500,000.00; provided that neither the Borrower nor any of its
Subsidiaries shall incur any recourse Indebtedness described in this Section
8.1(h) unless the Borrower shall have provided to the Banks a statement that no
Default or Event of Default exists and a

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52

Compliance Certificate demonstrating that the Borrower will be in compliance
with the covenants referred to therein after giving effect to such incurrence;

(i) Indebtedness in respect of purchase money financing
for equipment, computers and vehicles acquired in the ordinary course of the
Borrower's business not exceeding $1,000,000.00;

(j) subject to the provisions of Section 9, recourse debt
to obtain a construction loan or loans in an aggregate amount not exceeding
$50,000,000.00;

(k) subject to the provisions of Section 9, other secured
recourse Indebtedness in a principal amount not to exceed $160,000,000.00 prior
to the consummation of the REMIC Transaction, and not to exceed $110,000,000.00
after the consummation of the REMIC Transaction;

(l) subject to the provisions of Section 9, Indebtedness
arising under any Interest Rate Contract required by the holder of Indebtedness
described in Section 8.1(k), provided that any such Indebtedness does not
materially exceed the Indebtedness under the Interest Rate Contract required by
the Revolving Credit Agreement as of the date hereof; and

(m) recourse Indebtedness existing on the date of this
Agreement and listed and described on Schedule 8.1 hereto; provided, however,
that Indebtedness permitted under this Section 8.1(m) shall not include any
Indebtedness arising out of or related to any refinancing or purported
refinancing of such existing recourse Indebtedness.

U8.2. Restrictions on Liens Etc Neither the Guarantor nor the Borrower will, nor
will either of them permit any of its Subsidiaries to, (a) create or incur or
suffer to be created or incurred or to exist any lien, encumbrance, mortgage,
pledge, charge, restriction or other security interest of any kind upon any of
its property or assets of any character whether now owned or hereafter
acquired, or upon the income or profits therefrom; (b) transfer any of its
property or assets or the income or profits therefrom for the purpose of
subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to payment of its general creditors; (c) acquire, or
agree or have an option to acquire, any property or assets upon conditional
sale or other title retention or purchase money security agreement, device or
arrangement; (d) suffer to exist for a period of more than thirty (30) days
after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general creditors; or (e)
sell, assign, pledge or otherwise transfer any accounts, contract rights,
general intangibles, chattel paper or instruments, with or without recourse;
provided that the Borrower, the Guarantor and any Subsidiary of either of them
may create or incur or suffer to be created or incurred or to exist:

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(i) liens in favor of the Borrower or
the Guarantor on all or part of the assets of Subsidiaries of
such Person securing Indebtedness owing by Subsidiaries of
such Person to such Person;

(ii) liens on properties to secure taxes,
assessments and other governmental charges or claims for
labor, material or supplies in respect of obligations not
overdue;

(iii) deposits or pledges made in
connection with, or to secure payment of, workers'
compensation, unemployment insurance, old age pensions or
other social security obligations;

(iv) liens on properties or any interest
therein (including the rents, issues and profits therefrom) in
respect of judgments, awards or indebtedness, the Indebtedness
with respect to which is permitted by Section 8.1(d) or
Section 8.1(f);

(v) encumbrances on properties
consisting of easements, rights of way, zoning restrictions,
restrictions on the use of real property and defects and
irregularities in the title thereto, landlord's or lessor's
liens under leases to which the Borrower, the Guarantor or a
Subsidiary of such Person is a party, and other minor liens or
encumbrances none of which interferes materially with the use
of the property affected in the ordinary conduct of the
business of the Borrower, the Guarantor or their Subsidiaries,
which defects do not individually or in the aggregate have a
materially adverse effect on the business of the Borrower or
the Guarantor individually or of such Person and its
Subsidiaries on a Consolidated basis;

(vi) liens on the specific personal
property acquired by Indebtedness permitted by Section 8.1(i);

(vii) liens on properties or interests
therein to secure Indebtedness permitted by Section 8.1(k);

(viii) liens and encumbrances on Real
Estate that is the subject of a construction loan permitted
under the terms of Section 8.1(j); and

(ix) the liens described on Schedule 8.2
hereto with respect to Indebtedness permitted under Section
8.1(m).

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54

U8.3. Restrictions on Investments Neither the Borrower nor the Guarantor will,
nor will either of them permit any of its Subsidiaries to, make or permit to
exist or to remain outstanding any Investment except Investments in:

(a) marketable direct or guaranteed obligations of the
United States of America that mature within one (1) year from the date of
purchase by the Borrower or its Subsidiary;

(b) marketable direct obligations of any of the
following: Federal Home Loan Mortgage Corporation, Student Loan Marketing
Association, Federal Home Loan Banks, Federal National Mortgage Association,
Government National Mortgage Association, Bank for Cooperatives, Federal
Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the
United States, Federal Land Banks, or any other agency or instrumentality of
the United States of America;

(c) demand deposits, certificates of deposit, bankers
acceptances and time deposits of United States banks having total assets in
excess of $100,000,000; provided, however, that the aggregate amount at any
time so invested with any single bank having total assets of less than
$1,000,000,000 will not exceed $200,000;

(d) securities commonly known as "commercial paper"
issued by a corporation organized and existing under the laws of the United
States of America or any State which at the time of purchase are rated by
Xxxxx'x Investors Service, Inc. or by Standard & Poor's Corporation at not less
than "P 1" if then rated by Xxxxx'x Investors Service, Inc., and not less than
"A 1", if then rated by Standard & Poor's Corporation;

(e) mortgage-backed securities guaranteed by the
Government National Mortgage Association, the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation and other
mortgage-backed bonds which at the time of purchase are rated by Xxxxx'x
Investors Service, Inc. or by Standard & Poor's Corporation at not less than
"Aa" if then rated by Xxxxx'x Investors Service, Inc. and not less than "AA" if
then rated by Standard & Poor's Corporation;

(f) repurchase agreements having a term not greater than
ninety (90) days and fully secured by securities described in the foregoing
subsection (a), (b) or (e) with banks described in the foregoing subsection (c)
or with financial institutions or other corporations having total assets in
excess of $500,000,000;

(g) shares of so-called "money market funds" registered
with the SEC under the Investment Company Act of 1940 which maintain a level
per-share value, invest principally in investments described in the foregoing
subsections (a) through (f) and have total assets in excess of $50,000,000;

(h) Investments in Subsidiaries of the Borrower or the
Guarantor, but only with the consent of the Majority Banks; provided, however,
that, subject to the obligation of the

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55

REMIC Subsidiary to convey the Initial REMIC Properties to the Borrower in
accordance with the provisions of Section 7.15, the REMIC Subsidiary may be
formed and an Investment made therein in the form of the transfer of the
Initial REMIC Properties to the REMIC Subsidiary upon acquisition of the
Initial REMIC Properties and the transfer of the Additional REMIC Properties to
the REMIC Subsidiary upon consummation of the REMIC Transaction and a cash
Investment not to exceed $10,000,000.00; and provided further, however, that no
additional Investments in the REMIC Subsidiary may be made without the consent
of the Majority Banks;

(i) the acquisition of fee interests by the Borrower in
Real Estate which is utilized principally for shopping centers, and, subject to
the restrictions set forth in Section 8.9 for development of new shopping
centers, the acquisition of undeveloped Real Estate;

(j) subject to the restrictions set forth in Section 8.9,
investments in real estate investment trusts which own real property which is
used principally for fee interests in Real Estate utilized principally for
shopping centers located within the United States, provided that in no event
shall the aggregate costs of all Investments pursuant to this Section 8.3(j)
exceed the amount set forth with respect thereto in the Borrower's annual
budget and business plan delivered to the Agent pursuant to Section 7.4(j); and

(k) Investments in Affiliates of the Borrower, which
Affiliates are engaged in development activity pursuant to Section 8.9, the
accounts of which Affiliate are not consolidated with the accounts of Borrower
and Investments in mortgages and notes receivables from such Affiliates,
provided that in no event shall such Investments (including the principal
amount payable pursuant to such notes) exceed fifteen percent (15%) of the
Borrower's Consolidated Total Adjusted Asset Value (provided that for purposes
of this Section 8.3(k), the Borrower's Consolidated Total Adjusted Asset Value
shall not include the amount of the Stock Purchase Commitment Allowance). For
the purposes hereof, notes receivable from Affiliates shall be valued at face
value (subject to reduction as a result of payments thereon).

U8.4. Merger, Consolidation

(a) Neither the Borrower nor the Guarantor will, nor will
either of them permit any of its Subsidiaries to, become a party to any merger
or consolidation except (i) the merger or consolidation of one or more of the
Subsidiaries of the Borrower with and into the Borrower, (ii) the merger or
consolidation of two or more Subsidiaries of the Borrower or (iii) the merger
of Guarantor in accordance with the provisions of Section 8.4(b).

(b) The Borrower has advised the Agent and the Banks that
Guarantor may reincorporate under Maryland law as a Maryland real estate
investment trust. Such reincorporation shall be accomplished through a merger
of Guarantor into a newly created Maryland real estate investment trust (the
"Maryland REIT") created solely for the purpose of effectuating such merger.
Notwithstanding any other provision of this Agreement or the other Loan
Documents to the contrary, the Banks shall consent to such merger provided that
(i) the Agent receives such evidence as the Agent may reasonably require that
all representations,

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56

warranties and covenants (other than representations relating to the
organization of Guarantor as of the date hereof) of or concerning the Borrower
and the Guarantor in this Agreement or the Guaranty are and shall remain true
and correct following such merger; (ii) the Agent receives and approves (such
approval not to be unreasonably withheld) certified copies of the chartering
documents of the Maryland REIT and the merger documents and evidence that the
Maryland REIT shall assume all assets and liabilities (including, without
limitation, all liabilities of Guarantor under the Loan Documents) of
Guarantor; (iii) the Maryland REIT executes and delivers to Agent a new
Guaranty in the form of the Guaranty, with such changes thereto as the Agent
may reasonably require; (iv) such merger shall not cause or result in a
dissolution of Borrower; (v) the Agent receives such evidence as the Agent may
require that the Guarantor has received all necessary consents or
authorizations for such merger including, without limitation, shareholder and
governmental consents; (vi) the Agent receives such evidence as the Agent may
require that all necessary filings with governmental authorities with respect
to such merger have been made; (vii) such merger shall not cause a Default or
Event of Default to occur; and (viii) the Agent receives such opinions of
counsel to the Maryland REIT as may be reasonably required by the Agent. From
and after the merger of Guarantor into the Maryland REIT, the Maryland REIT
shall be the Guarantor for all purposes of this Agreement and the other Loan
Documents.

U8.5. Conduct of Business Neither the Borrower nor the Guarantor will conduct
any of its business operations other than through the Borrower and its
Subsidiaries; provided, however, that subject to Section 8.9, development
activities may be conducted through Affiliates of the Borrower. No
reorganizations, spin-offs or new business lines shall be established or occur
without the prior written consent of the Majority Banks.

U8.6. Compliance with Environmental Laws Neither the Borrower nor the Guarantor
will, nor will either of them permit any of its Subsidiaries, to do any of the
following: (a) use any of the Real Estate or any portion thereof as a facility
for the handling, processing, storage or disposal of Hazardous Substances,
except for small quantities of Hazardous Substances used in the ordinary course
of business and in compliance with all applicable Environmental Laws, (b) cause
or permit to be located on any of the Real Estate any underground tank or other
underground storage receptacle for Hazardous Substances except in full
compliance with Environmental Laws, (c) generate any Hazardous Substances on
any of the Real Estate except in full compliance with Environmental Laws, (d)
conduct any activity at any Real Estate or use any Real Estate in any manner so
as to cause a Release of Hazardous Substances on, upon or into the Real Estate
or any surrounding properties or any threatened Release of Hazardous Substances
which might give rise to liability under CERCLA or any other Environmental Law,
or (e) directly or indirectly transport or arrange for the transport of any
Hazardous Substances (except in compliance with all Environmental Laws).

The Borrower shall:

(i) in the event of any change in
Environmental Laws governing the assessment, release or
removal of Hazardous Substances, which change would

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lead a prudent lender to require additional testing to avail
itself of any statutory insurance or limited liability, take
all action (including, without limitation, the conducting of
engineering tests at the sole expense of the Borrower) to
confirm that no Hazardous Substances are or ever were Released
or disposed of on the Mortgaged Property; and

(ii) if any Release or disposal of
Hazardous Substances shall occur or shall have occurred on the
Real Estate (including without limitation any such Release or
disposal occurring prior to the acquisition of such Real
Estate by the Borrower), cause the prompt containment and
removal of such Hazardous Substances and remediation of the
Real Estate in full compliance with all applicable laws and
regulations and to the satisfaction of the Majority Banks;
provided, that the Borrower shall be deemed to be in
compliance with Environmental Laws for the purpose of this
clause so long as it or a responsible third party with
sufficient financial resources is taking reasonable action to
remediate or manage any event of noncompliance to the
satisfaction of the Majority Banks and no action shall have
been commenced by any enforcement agency. The Majority Banks
may engage their own Environmental Engineer to review the
environmental assessments and the Borrower's compliance with
the covenants contained herein.

At any time after an Event of Default shall have occurred hereunder,
or, whether or not an Event of Default shall have occurred, at any time that
the Agent or the Majority Banks shall have reasonable grounds to believe that a
Release or threatened Release of Hazardous Substances may have occurred,
relating to any Real Estate, or that any of the Real Estate is not in
compliance with the Environmental Laws, the Agent may at its election (and will
at the request of the Majority Banks) obtain such environmental assessments of
such Real Estate prepared by an Environmental Engineer as may be necessary or
advisable for the purpose of evaluating or confirming (i) whether any Hazardous
Substances are present in the soil or water at or adjacent to such Real Estate
and (ii) whether the use and operation of such Real Estate comply with all
Environmental Laws. Environmental assessments may include detailed visual
inspections of such Real Estate including, without limitation, any and all
storage areas, storage tanks, drains, dry xxxxx and leaching areas, and the
taking of soil samples, as well as such other investigations or analyses as are
necessary or appropriate for a complete determination of the compliance of such
Real Estate and the use and operation thereof with all applicable Environmental
Laws. All such environmental assessments shall be at the sole cost and expense
of the Borrower.

U8.7. Distributions Neither the Borrower nor the Guarantor shall make any
Distributions which would cause it to violate any of the following covenants:

(a) The Borrower shall not pay any Distribution to its
partners if such Distribution is in excess of the amount which, when added to
the amount of all other Distributions paid in the same fiscal quarter and the
preceding three (3) fiscal quarters would

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exceed ninety-five percent (95%) of its Funds from Operations for the four (4)
consecutive fiscal quarters ending prior to the quarter in which such
Distribution is paid;

(b) In the event that an Event of Default shall have
occurred and be continuing, neither the Borrower nor the Guarantor shall make
any Distributions by the Borrower to the Guarantor and by the Guarantor other
than the minimum Distributions required under the Code to maintain the REIT
Status of the Guarantor, as evidenced by a certification of the principal
financial or accounting officer of the Guarantor containing calculations in
reasonable detail satisfactory in form and substance to Agent; and

(c) Notwithstanding the foregoing, at any time when an
Event of Default shall have occurred and the maturity of the Obligations has
been accelerated, neither the Borrower nor the Guarantor shall make any
Distributions whatsoever, directly or indirectly.

U8.8. Asset Sales Neither the Borrower, the Guarantor nor any Subsidiary thereof
shall sell, transfer or otherwise dispose of any Real Estate having an
Appraised Value in excess of $25,000,000.00 (except (i) as the result of a
condemnation or casualty, or (ii) for the granting of Permitted Liens, or (iii)
for the sale, transfer or other disposition in the ordinary course of business
of Real Estate securing Indebtedness permitted under by Section 8.1(k)) unless
there shall have been delivered to the Banks a statement that no Default or
Event of Default exists immediately prior to such sale, transfer or other
disposition or would exist after giving effect to such sale, transfer or other
disposition; provided, however, that the Additional REMIC Properties may be
transferred to the REMIC Subsidiary upon consummation of the REMIC Transaction.

U8.9. Development Activity Neither the Borrower, the Guarantor nor any of their
respective Subsidiaries shall engage, directly or indirectly, in any
development except as expressly provided in this Section 8.9. The Borrower,
the Guarantor or any of their respective Subsidiaries may engage, either
directly or, in the case of the Borrower, through any Affiliate of the
Borrower, an Investment in which is permitted under Section 8.3(k), in the
development of property to be used principally for retail shopping centers
which at any time has a total cost (including acquisition, construction and
other costs), whether such total costs are incurred directly by the Borrower,
the Guarantor or such Subsidiary or through an Investment in an Affiliate
permitted under Section 8.3(k), individually for each development project that
is not in excess of ten percent (10%) of the Consolidated Total Adjusted Asset
Value of the Borrower, and in the aggregate for all development projects that
is not in excess of fifteen percent (15%) of the Consolidated Total Adjusted
Asset Value of the Borrower, without the prior written consent of the Majority
Banks. For purposes of this Section 8.9, the term "development" shall include
the new construction of a shopping center complex or the substantial renovation
of improvements to real property which materially change the character or size
thereof, but shall not include the addition of amenities or other related
facilities to existing Real Estate which is already used principally for
shopping centers; provided, however, that the term "development" shall not
include the addition of an anchor store to an existing shopping center project
provided that the construction of such improvements is performed by the tenant,
and the Borrower (or any Affiliate thereof), the Guarantor or its respective
Subsidiary, as applicable, is only obligated to reimburse such tenant

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for a fixed amount with respect to the cost of such construction upon
completion of such construction by such tenant. The Borrower and the Guarantor
each acknowledges that the decision of the Majority Banks to grant or withhold
such consent shall be based on such factors as the Majority Banks deem relevant
in their sole discretion, including without limitation, evidence of sufficient
funds both from borrowings and equity to complete such development and evidence
that the Borrower (or any Affiliate thereof), the Guarantor or either of its
Subsidiaries has the resources and expertise necessary to complete such
project. Nothing herein shall prohibit the Borrower, the Guarantor or any of
their respective Subsidiaries thereof from entering into an agreement to
acquire Real Estate which has been developed and initially leased by another
Person. Neither the Borrower (or any Affiliate thereof), the Guarantor nor any
Subsidiary shall acquire or hold any number of undeveloped parcels of Real
Estate which in the aggregate exceed five percent (5%) of the Consolidated
Total Adjusted Asset Value of the Borrower and the Guarantor without the prior
written consent of the Majority Banks, provided that the acquisition or holding
of any outlots or property adjacent to any Real Estate owned by the Borrower
(or any Affiliate thereof), the Guarantor or any Subsidiary shall not be deemed
to be an undeveloped parcel of Real Estate for this purpose and options to
acquire any property shall not be deemed an acquisition or holding of such
property. Further, any new development project permitted under the terms of
this Section 8.9 engaged in by the Borrower (or any Affiliate thereof), the
Guarantor or any Subsidiary shall be either (a) at least seventy percent (70%)
pre-leased, including all anchors, or under a purchase agreement and all
construction bids shall be in place and any such development shall continue to
be deemed an undeveloped parcel until such time as construction commences, or
(b) sufficiently pre-leased such that based on such leases the gross income
from such leases upon completion of such project shall equal or exceed
projected operating expenses (including reserves for expenses not paid on a
monthly basis). For purposes of this Section 8.9, Consolidated Total Adjusted
Asset Value shall not include the amount of the Stock Purchase Commitment
Allowance.

U9. FINANCIAL COVENANTS OF THE GUARANTOR AND THE BORROWER The Borrower and
the Guarantor, jointly and severally, covenant and agree that, so long as any
Loan or Note is outstanding or any Bank has any obligation to make any Loans,
each of them will comply with the following:

U9.1. Liabilities to Assets Ratio Each of the Borrower and the Guarantor will
not permit the ratio of its Consolidated Total Liabilities to Consolidated
Total Adjusted Asset Value to exceed 0.65 to 1.

U9.2. Debt Service Coverage The Borrower will not permit the Borrower's
Consolidated Operating Cash Flow for the period covered by the four (4)
previous consecutive fiscal quarters (treated as a single accounting period) to
be less than 1.70 times the Debt Service of the Borrower for such period,
provided that for purposes of determining compliance with this covenant, prior
to such time as the Borrower has owned and operated a parcel of Real Estate for
four (4) full fiscal quarters, the Operating Cash Flow with respect to such
parcel of Real Estate for the number of full fiscal quarters which the Borrower
has owned and operated such parcel of Real Estate as annualized shall be
utilized. For the purpose of calculating Consolidated

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Operating Cash Flow under this Section 9.2 for any parcel of Real Estate, the
Operating Cash Flow Rental Adjustment shall be applied to any parcel of Real
Estate affected by any of the events described in the definition of Operating
Cash Flow Rental Adjustment.

U9.3. Consolidated Tangible Net Worth The Borrower will not permit its
Consolidated Tangible Net Worth to be less than $100,000,000.00 plus
seventy-five percent (75%) of any Net Offering Proceeds received by the
Borrower or the Guarantor after the Closing Date.

U10. CLOSING CONDITIONS The obligations of the Agent and the Banks to make
the Loans shall be subject to the satisfaction of the following:

U10.1. Loan Documents Each of the Loan Documents shall have been duly executed
and delivered by the respective parties thereto, shall be in full force and
effect and shall be in form and substance reasonably satisfactory to the
Majority Banks. The Agent shall have received a fully executed copy of each
such document, except that each Bank shall have received a fully executed
counterpart of its Note.

U10.2. Certified Copies of Organizational Documents The Agent shall have
received from the Borrower a copy, certified as of a recent date by the
appropriate officer of each State in which the Borrower, the Guarantor or any
of their respective Subsidiaries, as applicable, is organized or in which the
Real Estate is located and a duly authorized partner or officer of such Person,
as applicable, to be true and complete, of the partnership agreement, corporate
charter, declaration of trust or other organizational documents of the
Borrower, the Guarantor, or any Subsidiary, as applicable, or its qualification
to do business, as applicable, as in effect on such date of certification.

U10.3. Resolutions All action on the part of the Borrower, the Guarantor and any
of their respective Subsidiaries necessary for the valid execution, delivery
and performance by such Person of this Agreement and the other Loan Documents
to which such Person is or is to become a party shall have been duly and
effectively taken, and evidence thereof satisfactory to the Agent shall have
been provided to the Agent. The Agent shall have received from the Guarantor
true copies of the resolutions adopted by its board of directors authorizing
the transactions described herein, each certified by its secretary as of a
recent date to be true and complete.

U10.4. Incumbency Certificate; Authorized Signers The Agent shall have received
incumbency certificates, dated as of the Closing Date, signed by a duly
authorized officer of the Guarantor (with respect to the Borrower and the
Guarantor) and an authorized representative of the REMIC Subsidiary and giving
the name and bearing a specimen signature of each individual who shall be
authorized to sign, in the name and on behalf of the Borrower, the Guarantor
and the REMIC Subsidiary, each of the Loan Documents to which such Person is or
is to become a party. The Agent shall have also received from the Borrower a
certificate, dated as of the Closing Date, signed by a duly authorized partner
of the Borrower and giving the name and specimen signature of each individual
who shall be authorized to make Loan and Conversion Requests, and give notices
and to take other action on behalf of the Borrower under the Loan Documents.

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U10.5. Opinion of Counsel The Agent shall have received a favorable opinion
addressed to the Banks and the Agent and dated as of the Closing Date, in form
and substance satisfactory to the Banks and the Agent, from counsel of the
Borrower, the Guarantor and the REMIC Subsidiary as to such matters as the
Agent shall reasonably request.

U10.6. Payment of Fees The Borrower shall have paid to BankBoston the fees
required to be paid at closing pursuant to Section 4.2.

U10.7. Performance; No Default The Borrower shall have performed and complied
with all terms and conditions herein required to be performed or complied with
by it on or prior to the Closing Date, and on the Closing Date there shall
exist no Default or Event of Default.

U10.8. Representations and Warranties The representations and warranties made
by the Borrower, the Guarantor and their Subsidiaries in the Loan Documents or
otherwise made by or on behalf of the Borrower, the Guarantor or any of their
respective Subsidiaries in connection therewith or after the date thereof shall
have been true and correct in all material respects when made and shall also be
true and correct in all material respects on the Closing Date.

U10.9. Proceedings and Documents All proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be reasonably satisfactory to the Agent and the Agent's Special Counsel in form
and substance, and the Agent shall have received all information and such
counterpart originals or certified copies of such documents and such other
certificates, opinions or documents as the Agent and the Agent's Special
Counsel may reasonably require.

U10.10. Stockholder and Partner Consents The Agent shall have received evidence
satisfactory to the Agent that all necessary stockholder and partner consents
required in connection with the consummation of the transactions contemplated
by this Agreement and the other Loan Documents have been obtained.

U10.11. Compliance Certificate A Compliance Certificate dated as of the date of
the Closing Date demonstrating compliance with each of the covenants calculated
therein as of the most recent fiscal quarter end for which the Borrower or the
Guarantor has provided financial statements under Section 6.4, adjusted in the
best good faith estimate of the Borrower or the Guarantor, as applicable, dated
as of the date of the Closing Date shall have been delivered to the Agent.

U10.12. Revolving Credit Agreement The Revolving Credit Agreement shall have
been duly executed and delivered by the parties thereto.

U10.13. Purchase Agreement The transactions contemplated by the Purchase
Agreement shall have closed in accordance with the provisions of the Purchase
Agreement.

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U10.14. No Legal Impediment No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable
opinion of any Bank would make it illegal for such Bank to make such Loan.

U10.15. Governmental Regulation Each Bank shall have received such statements
in substance and form reasonably satisfactory to such Bank as such Bank shall
require for the purpose of compliance with any applicable regulations of the
Comptroller of the Currency or the Board of Governors of the Federal Reserve
System.

U10.16. Proceedings and Documents All proceedings in connection with the Loan
shall be satisfactory in substance and in form to the Majority Banks, and the
Majority Banks shall have received all information and such counterpart
originals or certified or other copies of such documents as the Majority Banks
may reasonably request.

U10.17. Maintenance of Interest Rate Contract The Borrower shall have taken all
actions necessary to maintain in full force and effect the Interest Rate
Contract required to be maintained as of the date hereof under the Revolving
Credit Agreement. The term of such Interest Rate Contract shall not expire
before the Maturity Date. The Interest Rate Contract shall be provided by any
Bank which is a party to the Revolving Credit Agreement or a bank or other
financial institution that has unsecured, uninsured and unguaranteed long-term
debt which is rated at least A-3 by Xxxxx'x Investor Service, Inc. or at least
A- by Standard & Poor Corporation. The Borrower shall deliver to the Agent
such documents or other information as the Agent may require to evidence
compliance with this Section 10.17.

U10.18. Principal Documents On the date of this Agreement: (i) the Agent shall
have received executed or conformed copies of the Master Agreement and each of
the Ramco Agreements and RPS Contribution Agreements and any amendments
thereto; (ii) the Principal Documents shall be in full force and effect and no
material term or condition thereof shall have been amended, modified or waived
after the execution thereof, except with the prior written consent of the
Agent; (iii) none of the parties to the Principal Documents shall have failed
to perform any material obligation or covenant required by the Principal
Documents to be performed or complied with by it on or before the date of this
Agreement; and (iv) the Agent shall have received a certificate from the chief
executive or chief financial officer of the general partner of the Borrower to
the effect set forth in clauses (i), (ii) and (iii) above.

U10.19. Other The Agent shall have reviewed such other documents, instruments,
certificates, opinions, assurances, consents and approvals as the Agent or the
Agent's Special Counsel may reasonably have requested.

U11. [Intentionally Omitted]

U12. EVENTS OF DEFAULT; ACCELERATION; ETC U12.1. Events of Default
and AccelerationIf any of the following events ("Events of Default" or, if the
giving of notice or the lapse of time or both is required, then, prior to such
notice or lapse of time, "Defaults") shall occur:

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(a) the Borrower shall fail to pay any principal of the
Loans after the same shall become due and payable, whether at the stated date
of maturity or any accelerated date of maturity or at any other date fixed for
payment;

(b) the Borrower shall fail to pay any interest on the
Loans, or any other fees or sums due hereunder or under any of the other Loan
Documents, within ten (10) days after the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of maturity or
at any other date fixed for payment;

(c) the Borrower or the Guarantor shall fail to comply
with any covenant contained in Section 9, and such failure shall continue for
thirty (30) days after written notice thereof shall have been given to the
Borrower by the Agent;

(d) the Borrower or the Guarantor or any of its
Subsidiaries shall fail to perform any other material term, covenant or
agreement contained herein or in any of the other Loan Documents (other than
those specified above in this Section 12), and such failure shall continue for
thirty (30) days after written notice thereof shall have been given to the
Borrower by the Agent; provided, however, that in the event that such failure
shall be a failure to comply with the terms of Section 8.7(a), the Borrower
shall be afforded a period of one (1) fiscal quarter to cure such failure
provided that the Distribution which caused such failure was historically
consistent with prior dividends;

(e) any representation or warranty made by or on behalf
of the Borrower, the Guarantor or any of their respective Subsidiaries in this
Agreement or any other Loan Document, or in any report, certificate, financial
statement, request for a Loan, or in any other document or instrument delivered
pursuant to or in connection with this Agreement, any advance of a Loan or any
of the other Loan Documents shall prove to have been false in any material
respect upon the date when made or deemed to have been made or repeated;

(f) the Borrower, the Guarantor or any of their
respective Subsidiaries shall fail to pay at maturity, or within any applicable
period of grace, any obligation for borrowed money or credit received or other
Indebtedness, or fail to observe or perform any material term, covenant or
agreement contained in any agreement by which it is bound, evidencing or
securing any such borrowed money or credit received or other Indebtedness for
such period of time as would permit (assuming the giving of appropriate notice
if required) the holder or holders thereof or of any obligations issued
thereunder to accelerate the maturity thereof, provided that the events
described in this Section 12.1(f) shall not constitute an Event of Default
unless such failure to perform, together with other failures to perform as
described in this Section 12.1(f), involve singly or in the aggregate
obligations for borrowed money or credit received totaling in excess of
$5,000,000.00;

(g) the Borrower, the Guarantor or any of their
respective Subsidiaries, (i) shall make an assignment for the benefit of
creditors, or admit in writing its general inability to pay or generally fail
to pay its debts as they mature or become due, or shall petition or apply for
the appointment of a trustee or other custodian, liquidator or receiver of any
such Person or of any

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substantial part of the assets of any thereof; (ii) shall commence any case or
other proceeding relating to any such Person under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, now or hereafter in effect, or
(iii) shall take any action to authorize or in furtherance of any of the
foregoing;

(h) a petition or application shall be filed for the
appointment of a trustee or other custodian, liquidator or receiver of any of
the Borrower, the Guarantor or any of their respective Subsidiaries or any
substantial part of the assets of any thereof, or a case or other proceeding
shall be commenced against any such Person under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, now or hereafter in effect, and
any such Person shall indicate its approval thereof, consent thereto or
acquiescence therein or such petition, application, case or proceeding shall
not have been dismissed within sixty (60) days following the filing or
commencement thereof;

(i) a decree or order is entered appointing any trustee,
custodian, liquidator or receiver or adjudicating any of the Borrower, the
Guarantor or any of their respective Subsidiaries bankrupt or insolvent, or
approving a petition in any such case or other proceeding, or a decree or order
for relief is entered in respect of any such Person in an involuntary case
under federal bankruptcy laws as now or hereafter constituted;

(j) there shall remain in force, undischarged,
unsatisfied and unstayed, for more than sixty (60) days, whether or not
consecutive, any uninsured final judgment against any of the Borrower, the
Guarantor or any of their respective Subsidiaries that, with other outstanding
uninsured final judgments, undischarged, against such Persons exceeds in the
aggregate $1,000,000.00;

(k) any of the Loan Documents shall be canceled,
terminated, revoked or rescinded otherwise than in accordance with the terms
thereof or with the express prior written agreement, consent or approval of the
Banks, or any action at law, suit in equity or other legal proceeding to
cancel, revoke or rescind any of the Loan Documents shall be commenced by or on
behalf of the Borrower, the Guarantor, any of their respective Subsidiaries or
any of their respective holders of Voting Interests, or any court or any other
governmental or regulatory authority or agency of competent jurisdiction shall
make a determination that, or issue a judgment, order, decree or ruling to the
effect that, any one or more of the Loan Documents is illegal, invalid or
unenforceable in accordance with the terms thereof;

(l) any dissolution, termination, partial or complete
liquidation, merger or consolidation of the Borrower or the Guarantor or any of
their respective Subsidiaries or any sale, transfer or other disposition of the
assets of the Borrower or any of its Subsidiaries other than as permitted under
the terms of this Agreement or the other Loan Documents;

(m) any suit or proceeding shall be filed against the
Borrower or the Guarantor or any of their respective Subsidiaries which in the
good faith business judgment of the Majority

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Banks after giving consideration to the likelihood of success of such suit or
proceeding and the availability of insurance to cover any judgment with respect
thereto and based on the information available to them if adversely determined,
would have a materially adverse effect on the ability of the Borrower, the
Guarantor or any of their respective Subsidiaries to perform each and every one
of its obligations under and by virtue of the Loan Documents and such suit or
proceeding is not dismissed within sixty (60) days following the filing or
commencement thereof;

(n) the Borrower shall be indicted for a federal crime, a
punishment for which could include the forfeiture of any assets of such Person,
including the Real Estate;

(o) with respect to any Guaranteed Pension Plan, an ERISA
Reportable Event shall have occurred and the Majority Banks shall have
determined in their reasonable discretion that such event reasonably could be
expected to result in liability of the Borrower, the Guarantor or any of their
respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an
aggregate amount exceeding $1,000,000 and such event in the circumstances
occurring reasonably could constitute grounds for the termination of such
Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate
United States District Court of a trustee to administer such Guaranteed Pension
Plan; or a trustee shall have been appointed by the United States District
Court to administer such Plan or the PBGC shall have instituted proceedings to
terminate such Guaranteed Pension Plan;

(p) without the prior written approval of the Agent, Xxxx
Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx and Xxxxxxx
Xxxx, their family members or estate planning trusts established for their
benefit, shall in the aggregate own, directly or indirectly, less than fifty
percent (50%) of the issued and outstanding partnership interests or shares of
the Borrower and the Guarantor, as applicable, on a Consolidated basis, owned
by such Persons as of June 16, 1997, as such ownership interests as of June 16,
1997, are shown on Schedule 3 hereto;

(q) either of the Chairman or Chief Executive Officer of
the Borrower approved by the Majority Banks as of the date of this Agreement
shall cease to be the Chairman or Chief Executive Officer, as applicable, of
the Borrower and a competent and experienced successor for such Person shall
not be approved by the Agent within six (6) months of such event, such approval
not to be unreasonably withheld;

(r) any Event of Default (as defined in any of the other
Loan Documents) shall occur; or

(s) any "Event of Default" (as defined in the Revolving
Credit Agreement) shall occur;

then, and in any such event, the Agent may, and upon the request of the
Majority Banks shall, by notice in writing to the Borrower declare all amounts
owing with respect to this Agreement, the Notes, and the other Loan Documents
to be, and they shall thereupon forthwith become,

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immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower.

U12.2. Limitation of Cure Periods Notwithstanding the provisions of subsections
(b), (c) and (d) of Section 12.1, the cure periods provided therein shall not
be allowed and the occurrence of a Default thereunder immediately shall
constitute an Event of Default for all purposes of this Agreement and the other
Loan Documents if, within the period of twelve (12) months immediately
preceding the occurrence of such Default, there shall have occurred two (2)
periods of cure or portions thereof under any one or more than one of said
subsections.

U12.3. [Intentionally Omitted]

U12.4. Remedies In case any one or more of the Events of Default shall have
occurred and be continuing, and whether or not the Banks shall have accelerated
the maturity of the Loans pursuant to Section 12.1, the Agent on behalf of the
Banks may, with the consent of the Majority Banks but not otherwise, proceed to
protect and enforce their rights and remedies under this Agreement, the Notes,
or any of the other Loan Documents by suit in equity, action at law or other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations are evidenced, including to the
full extent permitted by applicable law the obtaining of the ex parte
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right. No remedy herein conferred upon the Agent or the
holder of any Note is intended to be exclusive of any other remedy and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute
or any other provision of law. In the event that all or any portion of the
Obligations is collected by or through an attorney-at-law, the Borrower shall
pay all costs of collection including, but not limited to, reasonable
attorneys' fees.

U12.5. Distribution of Proceeds In the event that, following the occurrence or
during the continuance of any Event of Default, any monies are received in
connection with the enforcement of any of the Loan Documents, or otherwise with
respect to the realization upon any of the assets of the Borrower or the
Guarantor, such monies shall be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of, the Agent for or in respect of all reasonable costs,
expenses, disbursements and losses which shall have been incurred or sustained
by the Agent in connection with the collection of such monies by the Agent, for
the exercise, protection or enforcement by the Agent of all or any of the
rights, remedies, powers and privileges of the Agent under this Agreement or
any of the other Loan Documents or in support of any provision of adequate
indemnity to the Agent against any taxes or liens which by law shall have, or
may have, priority over the rights of the Agent to such monies;

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(b) Second, to all other Obligations in such order of
preference as the Majority Banks shall determine; provided, however, that (i)
distributions in respect of such Obligations shall be made pari passu among
Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and
all other Obligations, (ii) Obligations owing to the Banks with respect to each
type of Obligation such as interest, principal, fees and expenses, shall be
made among the Banks pro rata, and (iii) amounts received or realized from the
Borrower shall be applied against the Obligations of the Borrower; and
provided, further that the Majority Banks may in their discretion make proper
allowance to take into account any Obligations not then due and payable; and

U13. SETOFF Regardless of the adequacy of any collateral, during the
continuance of any Event of Default, any deposits (general or specific, time or
demand, provisional or final, regardless of currency, maturity, or the branch
of where such deposits are held) or other sums credited by or due from any of
the Banks to the Borrower or the Guarantor and any securities or other property
of the Borrower or the Guarantor in the possession of such Bank may be applied
to or set off against the payment of Obligations of such Person and any and all
other liabilities, direct, or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising, of such Person to such Bank.
Each of the Banks agrees with each other Bank that if such Bank shall receive
from the Borrower or the Guarantor, whether by voluntary payment, exercise of
the right of setoff, or otherwise, and shall retain and apply to the payment of
the Note or Notes held by such Bank any amount in excess of its ratable portion
of the payments received by all of the Banks with respect to the Notes held by
all of the Banks, such Bank will make such disposition and arrangements with
the other Banks with respect to such excess, either by way of distribution, pro
tanto assignment of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Notes held by it its proportionate payment as
contemplated by this Agreement; provided that if all or any part of such excess
payment is thereafter recovered from such Bank, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.

U14. THE AGENT U14.1. Authorization The Agent is authorized to take such
action on behalf of each of the Banks and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related documents
delegated to the Agent, together with such powers as are reasonably incident
thereto, provided that no duties or responsibilities not expressly assumed
herein or therein shall be implied to have been assumed by the Agent. The
obligations of the Agent hereunder are primarily administrative in nature, and
nothing contained in this Agreement or any of the other Loan Documents shall be
construed to constitute the Agent as a trustee for any Bank or to create a
fiduciary relationship. The Borrower and any other Person shall be entitled to
conclusively rely on a statement from the Agent that it has the authority to
act for and bind the Banks pursuant to this Agreement and the other Loan
Documents.

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U14.2. Employees and Agents The Agent may exercise its powers and execute its
duties by or through employees or agents and shall be entitled to take, and to
rely on, advice of counsel concerning all matters pertaining to its rights and
duties under this Agreement and the other Loan Documents. The Agent may
utilize the services of such Persons as the Agent may reasonably determine, and
all reasonable fees and expenses of any such Persons shall be paid by the
Borrower.

U14.3. No Liability Neither the Agent nor any of its shareholders, directors,
officers or employees nor any other Person assisting them in their duties nor
any agent, or employee thereof, shall be liable to any of the Banks for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Agent or such
other Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.

U14.4. No Representations The Agent shall not be responsible for the execution
or validity or enforceability of this Agreement, the Notes, any of the other
Loan Documents or any instrument at any time constituting, or intended to
constitute, collateral security for the Notes, or for the value of any such
collateral security or for the validity, enforceability or collectability of
any such amounts owing with respect to the Notes, or for any recitals or
statements, warranties or representations made herein or in any of the other
Loan Documents or in any certificate or instrument hereafter furnished to it by
or on behalf of the Borrower, the Guarantor or any of their respective
Subsidiaries, or be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants or agreements herein or
in any other of the Loan Documents. The Agent shall not be bound to ascertain
whether any notice, consent, waiver or request delivered to it by the Borrower,
the Guarantor or any holder of any of the Notes shall have been duly authorized
or is true, accurate and complete. The Agent has not made nor does it now make
any representations or warranties, express or implied, nor does it assume any
liability to the Banks, with respect to the creditworthiness or financial
condition of the Borrower, the Guarantor or any of their respective
Subsidiaries or the value of any of the assets of the Borrower, the Guarantor
or their respective Subsidiaries. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
upon such information and documents as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, based upon such information and documents as it deems
appropriate at the time, continue to make its own credit analysis and decisions
in taking or not taking action under this Agreement and the other Loan
Documents.

U14.5. Payments

(a) A payment by the Borrower or the Guarantor to the
Agent hereunder or under any of the other Loan Documents for the account of any
Bank shall constitute a payment to such Bank. The Agent agrees to distribute
to each Bank not later than one Business Day after the Agent's receipt of good
funds, determined in accordance with the Agent's customary practices,

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such Bank's pro rata share of payments received by the Agent for the account of
the Banks except as otherwise expressly provided herein or in any of the other
Loan Documents. In the event the Agent fails to distribute such amounts within
one Business Day as provided above, the Agent shall pay interest on such amount
at a rate per annum equal to the Federal Funds Effective Rate from time to time
in effect.

(b) If in the opinion of the Agent the distribution of
any amount received by it in such capacity hereunder, under the Notes or under
any of the other Loan Documents might involve it in liability, it may refrain
from making distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction. If a court of competent
jurisdiction shall adjudge that any amount received and distributed by the
Agent is to be repaid, each Person to whom any such distribution shall have
been made shall either repay to the Agent its proportionate share of the amount
so adjudged to be repaid or shall pay over the same in such manner and to such
Persons as shall be determined by such court. In the event that the Agent
shall refrain from making any distribution of any amount received by it as
provided in this Section 14.5(b), the Agent shall endeavor to hold such amounts
in an interest bearing account and at such time as such amounts may be
distributed to the Banks, the Agent shall distribute to each Bank, based on
their respective Commitment Percentages, its pro rata share of the interest or
other earnings from such deposited amount.

(c) Notwithstanding anything to the contrary contained in
this Agreement or any of the other Loan Documents, any Bank that fails (i) to
make available to the Agent its pro rata share of any Loan or (ii) to comply
with the provisions of Section 13 with respect to making dispositions and
arrangements with the other Banks, where such Bank's share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata share of
such payments due and payable to all of the Banks, in each case as, when and to
the full extent required by the provisions of this Agreement, shall be deemed
delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank until
such time as such delinquency is satisfied. A Delinquent Bank shall be deemed
to have assigned any and all payments due to it from the Borrower, whether on
account of outstanding Loans, interest, fees or otherwise, to the remaining
nondelinquent Banks for application to, and reduction of, their respective pro
rata shares of all outstanding Loans. The Delinquent Bank hereby authorizes
the Agent to distribute such payments to the nondelinquent Banks in proportion
to their respective pro rata shares of all outstanding Loans. A Delinquent
Bank shall be deemed to have satisfied in full a delinquency when and if, as a
result of application of the assigned payments to all outstanding Loans of the
nondelinquent Banks or as a result of other payments by the Delinquent Banks to
the nondelinquent Banks, the Banks' respective pro rata shares of all
outstanding Loans have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such
delinquency.

U14.6. Holders of Notes Subject to the terms of Article 18, the Agent may deem
and treat the payee of any Note as the absolute owner or purchaser thereof for
all purposes hereof until it shall have been furnished in writing with a
different name by such payee or by a subsequent holder, assignee or transferee.

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U14.7. Indemnity The Banks ratably hereby agree to indemnify and hold harmless
the Agent from and against any and all claims, actions and suits (whether
groundless or otherwise), losses, damages, costs, expenses (including any
expenses for which the Agent has not been reimbursed by the Borrower as
required by Section 15), and liabilities of every nature and character arising
out of or related to this Agreement, the Notes, or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby, or
the Agent's actions taken hereunder or thereunder, except to the extent that
any of the same shall be directly caused by the Agent's willful misconduct or
gross negligence.

U14.8. Agent as Bank In its individual capacity, BankBoston shall have the same
obligations and the same rights, powers and privileges in respect to its
Commitment and the Loans made by it, and as the holder of any of the Notes as
it would have were it not also the Agent.

U14.9. Resignation The Agent may resign at any time by giving thirty (30) days'
prior written notice thereof to the Banks and the Borrower. Upon any such
resignation, the Majority Banks shall have the right to appoint as a successor
Agent any Bank or any bank whose senior debt obligations are rated not less
than "A" or its equivalent by Xxxxx'x Investors Service, Inc. or not less than
"A" or its equivalent by Standard & Poor's Rating Group Inc. and which has a
net worth of not less than $500,000,000. If no successor Agent shall have been
so appointed by the Majority Banks and shall have accepted such appointment
within thirty (30) days after the retiring Agent's giving of notice of
resignation, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall be any Bank or a bank whose debt obligations are
rated not less than "A" or its equivalent by Xxxxx'x Investors Service, Inc. or
not less than "A" or its equivalent by Standard & Poor's Rating Group Inc. and
which has a net worth of not less than $500,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder as Agent. After any
retiring Agent's resignation, the provisions of this Agreement and the other
Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

U14.10. Duties in the Case of Enforcement In case one or more Events of Default
have occurred and shall be continuing, and whether or not acceleration of the
Obligations shall have occurred, the Agent shall, if (a) so requested by the
Majority Banks and (b) the Banks have provided to the Agent such additional
indemnities and assurances against expenses and liabilities as the Agent may
reasonably request, proceed to exercise all or any legal and equitable and
other rights or remedies as it may have. The Majority Banks may direct the
Agent in writing as to the method and the extent of any such exercise, the
Banks hereby agreeing to indemnify and hold the Agent harmless from all
liabilities incurred in respect of all actions taken or omitted in accordance
with such directions, provided that the Agent need not comply with any such
direction to the extent that the Agent reasonably believes the Agent's
compliance with such direction to be unlawful or commercially unreasonable in
any applicable jurisdiction.

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U14.11. Removal of Agent The Majority Banks may remove the Agent from its
capacity as agent in the event of the Agent's willful misconduct or gross
negligence. Such removal shall be effective upon appointment and acceptance of
a successor Agent selected by the Majority Banks. Any successor Agent must
satisfy the conditions set forth in Section 14.9. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the removed Agent, and the removed Agent shall be discharged from all
further duties and obligations as Agent under this Agreement and the Loan
Documents (subject to the Agent's right to be indemnified as provided in the
Loan Documents); provided that the Agent shall remain liable to the extent
provided herein or in the Loan Documents for its acts or omissions occurring
prior to such removal or resignation. The Commitment Percentage of the Bank
which is acting as Agent shall not be taken into account in the calculation of
Majority Banks for the purposes of removing Agent in the event of the Agent's
willful misconduct or gross negligence.

U15. EXPENSES The Borrower agrees to pay (a) the reasonable costs of
producing and reproducing this Agreement, the other Loan Documents and the
other agreements and instruments mentioned herein, (b) any taxes (including any
interest and penalties in respect thereto) payable by the Agent or any of the
Banks (other than taxes based upon the Agent's or any Bank's gross or net
income), (c) the reasonable fees, expenses and disbursements of the counsel to
the Agent and any local counsel to the Agent incurred in connection with the
preparation, administration or interpretation of the Loan Documents and other
instruments mentioned herein (excluding, however, the preparation of agreements
evidencing participation granted under Section 18.4), each closing hereunder,
and amendments, modifications, approvals, consents or waivers hereto or
hereunder, (d) the reasonable fees, expenses and disbursements of the Agent
incurred by the Agent in connection with the preparation or interpretation of
the Loan Documents and other instruments mentioned herein, and the making of
each advance hereunder, (e) all reasonable out- of-pocket expenses (including
reasonable attorneys' fees and costs, which attorneys may be employees of any
Bank or the Agent and the fees and costs of appraisers, engineers, investment
bankers or other experts retained by any Bank or the Agent) incurred by any
Bank or the Agent in connection with (i) the enforcement of or preservation of
rights under any of the Loan Documents against the Borrower or the Guarantor or
the administration thereof after the occurrence of a Default or Event of
Default and (ii) any litigation, proceeding or dispute whether arising
hereunder or otherwise, in any way related to the Agent's or any of the Bank's
relationship with the Borrower or the Guarantor, (f) all reasonable fees,
expenses and disbursements of any Bank or the Agent incurred in connection with
UCC searches, UCC filings, title rundowns, title searches or mortgage
recordings, (g) all reasonable fees, expenses and disbursements (including
reasonable attorneys' fees and costs) which may be incurred by BankBoston and
the other Banks in connection with the execution and delivery of this Agreement
and the other Loan Documents, and (h) all reasonable fees and expenses and
disbursements (including reasonable attorneys' fees and costs), not to exceed
$5,000.00 in the aggregate, which may be incurred by BankBoston in connection
with each and every assignment of interests in the Loans pursuant to Section
18.1. The covenants of this Section 15 shall survive payment or satisfaction
of payment of amounts owing with respect to the Notes.

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U16. INDEMNIFICATION The Borrower and the Guarantor, jointly and
severally, agree to indemnify and hold harmless the Agent and the Banks and
each director, officer, employee, agent and Person who controls the Agent or
any Bank from and against any and all claims, actions and suits, whether
groundless or otherwise, and from and against any and all liabilities, losses,
damages and expenses of every nature and character arising out of or relating
to this Agreement or any of the other Loan Documents or the transactions
contemplated hereby and thereby including, without limitation (a) any leasing
fees and any brokerage, finders or similar fees asserted against any Person
indemnified under this Section 16 based upon any agreement, arrangement or
action made or taken, or alleged to have been made or taken, by the Borrower,
the Guarantor or any of their respective Subsidiaries, (b) any condition of the
Real Estate, (c) any actual or proposed use by the Borrower or the Guarantor of
the proceeds of any of the Loans, (d) any actual or alleged infringement of any
patent, copyright, trademark, service xxxx or similar right of any of the
Borrower, the Guarantor or any of their respective Subsidiaries, (e) the
Borrower entering into or performing this Agreement or any of the other Loan
Documents, (f) any actual or alleged violation of any law, ordinance, code,
order, rule, regulation, approval, consent, permit or license relating to the
Real Estate, or (g) with respect to the Borrower, the Guarantor and their
respective Subsidiaries and their respective properties and assets, the
violation of any Environmental Law, the Release or threatened Release of any
Hazardous Substances or any action, suit, proceeding or investigation brought
or threatened with respect to any Hazardous Substances (including, but not
limited to, claims with respect to wrongful death, personal injury or damage to
property), in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding;
provided, however, that neither the Borrower nor the Guarantor shall be
obligated under this Section 16 to indemnify any Person for liabilities arising
from such Person's own gross negligence or willful misconduct. In litigation,
or the preparation therefor, the Banks and the Agent shall be entitled to
select a single nationally recognized law firm as their own counsel and, in
addition to the foregoing indemnity, the Borrower and the Guarantor agree to
pay promptly the reasonable fees and expenses of such counsel. If, and to the
extent that the obligations of the Borrower and the Guarantor under this
Section 16 are unenforceable for any reason, the Borrower and the Guarantor
hereby agree to make the maximum contribution to the payment in satisfaction of
such obligations which is permissible under applicable law. The provisions of
this Section 16 shall survive the repayment of the Loans and the termination of
the obligations of the Banks hereunder.

U17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements, representations
and warranties made herein, in the Notes, in any of the other Loan Documents or
in any documents or other papers delivered by or on behalf of the Borrower, the
Guarantor or any of their respective Subsidiaries pursuant hereto or thereto
shall be deemed to have been relied upon by the Banks and the Agent,
notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making by the Banks of any of the Loans, as herein
contemplated, and shall continue in full force and effect so long as any amount
due under this Agreement or the Notes or any of the other Loan Documents
remains outstanding or any Bank has any obligation to make any Loans. The
indemnification obligations of the Borrower and the Guarantor provided herein
and the other Loan Documents shall survive the full repayment of

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amounts due and the termination of the obligations of the Banks hereunder and
thereunder to the extent provided herein and therein. All statements contained
in any certificate or other paper delivered to any Bank or the Agent at any
time by or on behalf of the Borrower, the Guarantor or any of their respective
Subsidiaries pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by such
Person hereunder.

U18. ASSIGNMENT AND PARTICIPATION U18.1. Conditions to Assignment by Banks
Except as provided herein, each Bank may assign to one or more banks or other
entities all or a portion of its interests, rights and obligations under this
Agreement (including all or a portion of its Commitment Percentage and
Commitment and the same portion of the Loans at the time owing to it, and the
Notes held by it); provided that (a) the Agent shall have given its prior
written consent to such assignment, which consent shall not be unreasonably
withheld (provided that such consent shall not be required for any assignment
to another Bank, to a bank which is under common control with the assigning
Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee
shall remain a wholly-owned Subsidiary of such Bank), (b) each such assignment
shall be of a constant, and not a varying, percentage of all the assigning
Bank's rights and obligations under this Agreement, (c) the parties to such
assignment shall execute and deliver to the Agent, for recording in the
Register (as hereinafter defined), a notice of such assignment, together with
any Notes subject to such assignment, (d) in no event shall any voting, consent
or approval rights of a Bank be assigned to any Person controlling, controlled
by or under common control with, or which is not otherwise free from influence
or control by, any of the Borrower or the Guarantor, which rights shall instead
be allocated pro rata among the other remaining Banks, (e) such assignee shall
have a net worth as of the date of such assignment of not less than
$500,000,000, (f) such assignee shall acquire an interest in the Loans of not
less than $5,000,000, (g) the assignor shall assign its entire interest in the
Loans or retain an interest in the Loans of not less than $5,000,000 and (h)
each such assignment shall be subject to the approval of the Agent, which
approval shall not be unreasonably withheld. Upon such execution, delivery,
acceptance and recording, of such notice of assignment, (i) the assignee
thereunder shall be a party hereto and all other Loan Documents executed by the
Banks and, to the extent provided in such assignment, have the rights and
obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the
extent provided in such assignment and upon payment to the Agent of the
registration fee referred to in Section 18.2, be released from its obligations
under this Agreement. In connection with each assignment, the assignee shall
represent and warrant to the Agent, the assignor and each other Bank as to
whether such assignee is controlling, controlled by, under common control with
or is not otherwise free from influence or control by, the Borrower or the
Guarantor. In the event that, as of result of any such assignment, the Agent
in its capacity as a Bank retains an interest in the Loans of less than
$15,000,000 and such amount is less than the retained interest of any other
Bank, then the Agent shall offer to resign as Agent for the Banks. Upon any
such assignment, the Agent may unilaterally amend Schedule 1 to reflect any
such assignment.

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U18.2. Register The Agent shall maintain a copy of each assignment delivered to
it and a register or similar list (the "Register") for the recordation of the
names and addresses of the Banks and the Commitment Percentages of, and
principal amount of the Loans owing to the Banks from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Agent and the Banks may treat each Person whose name is
recorded in the Register as a Bank hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower and
the Banks at any reasonable time and from time to time upon reasonable prior
notice. Upon each such recordation, the assigning Bank agrees to pay to the
Agent a registration fee in the sum of $2,000.

U18.3. New Notes Upon its receipt of an assignment executed by the parties to
such assignment, together with each Note subject to such assignment, the Agent
shall (a) record the information contained therein in the Register, and (b)
give prompt notice thereof to the Borrower and the Banks (other than the
assigning Bank). Within five (5) Business Days after receipt of such notice,
the Borrower, at its own expense, shall execute and deliver to the Agent, in
exchange for each surrendered Note, a new Note to the order of such assignee in
an amount equal to the amount assumed by such assignee pursuant to such
assignment and, if the assigning Bank has retained some portion of its
obligations hereunder, a new Note to the order of the assigning Bank in an
amount equal to the amount retained by it hereunder and shall cause the
Guarantor to deliver to the Agent an acknowledgment in form and substance
satisfactory to the Agent to the effect that the Guaranty extends to and is
applicable to each new Note. Such new Notes shall provide that they are
replacements for the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal amount of the surrendered Notes, shall
be dated the effective date of such assignment and shall otherwise be in
substantially the form of the assigned Notes. The surrendered Notes shall be
canceled and returned to the Borrower.

U18.4. Participations Each Bank may sell participations to one or more banks or
other entities in all or a portion of such Bank's rights and obligations under
this Agreement and the other Loan Documents; provided that (a) any such sale or
participation shall not affect the rights and duties of the selling Bank
hereunder to the Borrower, (b) such participation shall not entitle such
participant to any rights or privileges under this Agreement or any Loan
Documents, including without limitation, the right to approve waivers,
amendments or modifications, (c) such participant shall have no direct rights
against the Borrower or the Guarantor except the rights granted to the Banks
pursuant to Section 13, (d) such sale is effected in accordance with all
applicable laws, and (e) such participant shall not be a Person controlling,
controlled by or under common control with, or which is not otherwise free from
influence or control by the Borrower or the Guarantor. Any Bank which sells a
participation shall promptly notify the Agent of such sale and the identity of
the purchaser of such interest.

U18.5. Pledge by Bank Any Bank may at any time pledge all or any portion of its
interest and rights under this Agreement (including all or any portion of its
Note) to any of the twelve Federal Reserve Banks organized under Section 4 of
the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the
enforcement thereof shall release the pledgor Bank from its obligations
hereunder or under any of the other Loan Documents.

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U18.6. No Assignment by Borrower or Guarantor Neither the Borrower nor the
Guarantor shall assign or transfer any of its rights or obligations under any
of the Loan Documents without the prior written consent of each of the Banks.

U18.7. Disclosure The Borrower and the Guarantor each agrees that in addition
to disclosures made in accordance with standard banking practices any Bank may
disclose information obtained by such Bank pursuant to this Agreement to
assignees or participants and potential assignees or participants hereunder.

U18.8. Amendments to Loan Documents Upon any such assignment or participation,
the Borrower and the Guarantor shall, upon the request of the Agent, enter into
such documents as may be reasonably required by the Agent to modify the Loan
Documents to reflect such assignment or participation.

U19. NOTICES Each notice, demand, election or request provided for or
permitted to be given pursuant to this Agreement (hereinafter in this Section
19 referred to as "Notice"), but specifically excluding to the maximum extent
permitted by law any notices of the institution or commencement of foreclosure
proceedings, must be in writing and shall be deemed to have been properly given
or served by personal delivery or by sending same by overnight courier or by
depositing same in the United States Mail, postpaid and registered or
certified, return receipt requested, or as expressly permitted herein, by
telegraph, telecopy, telefax or telex, and addressed as follows:

If to the Agent or BankBoston:

BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Real Estate Division

With a copy to:

BankBoston, N.A.
000 Xxxxxxxxx Xxxxxx Xxxxx, XX
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Telecopy No.: (000) 000-0000

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and to:

Long Xxxxxxxx & Xxxxxx LLP
5300 SunTrust Tower
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Telecopy No: (000) 000-0000

If to the Borrower or the Guarantor:

Ramco-Xxxxxxxxxx Properties, L.P.
Ramco-Xxxxxxxxxx Properties Trust
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Chief Executive Officer
Telecopy No. (000) 000-0000

With a copy to:

Xxxxxxxx Xxxxxx Xxxxxxxx & Xxxx
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Esq.
Telecopy No. (000) 000-0000

and to each other Bank which may hereafter become a party to this Agreement at
such address as may be designated by such Bank. Each Notice shall be effective
upon being personally delivered or upon being sent by overnight courier or upon
being deposited in the United States Mail as aforesaid. The time period in
which a response to such Notice must be given or any action taken with respect
thereto (if any), however, shall commence to run from the date of receipt if
personally delivered or sent by overnight courier, or if so deposited in the
United States Mail, the earlier of three (3) Business Days following such
deposit or the date of receipt as disclosed on the return receipt. Rejection
or other refusal to accept or the inability to deliver because of changed
address for which no notice was given shall be deemed to be receipt of the
Notice sent. By giving at least fifteen (15) days prior Notice thereof, the
Borrower, a Bank or Agent shall have the right from time to time and at any
time during the term of this Agreement to change their respective addresses and
each shall have the right to specify as its address any other address within
the United States of America.

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U20. RELATIONSHIP Neither the Agent nor any Bank has any fiduciary
relationship with or fiduciary duty to the Borrower, the Guarantor or their
respective Subsidiaries arising out of or in connection with this Agreement or
the other Loan Documents or the transactions contemplated hereunder and
thereunder, and the relationship between each Bank and the Borrower is solely
that of a lender and borrower, and nothing contained herein or in any of the
other Loan Documents shall in any manner be construed as making the parties
hereto partners, joint venturers or any other relationship other than lender
and borrower.

U21. GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE THIS AGREEMENT AND
EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF MICHIGAN AND SHALL FOR
ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH
STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AND THE GUARANTOR EACH AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS
OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR THE GUARANTOR BY MAIL
AT THE ADDRESS SPECIFIED IN SECTION 19. THE BORROWER AND THE GUARANTOR EACH
HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.

U22. HEADINGS The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.

U23. COUNTERPARTS This Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when so executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Agreement it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.

U24. ENTIRE AGREEMENT, ETC The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding
of the parties with respect to the transactions contemplated hereby. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in Section 27.

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U25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS EACH OF THE BORROWER,
THE GUARANTOR, THE AGENT AND THE BANKS HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS,
ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE
BORROWER AND THE GUARANTOR EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. THE BORROWER AND THE GUARANTOR EACH (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE
AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 25.

U26. DEALINGS WITH THE BORROWER OR THE GUARANTOR The Banks and their
affiliates may accept deposits from, extend credit to and generally engage in
any kind of banking, trust or other business with the Borrower, the Guarantor,
their respective Subsidiaries or any of their affiliates regardless of the
capacity of the Bank hereunder.

U27. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly
provided in this Agreement, any consent or approval required or permitted by
this Agreement may be given and any term of this Agreement or of any other
instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower or the Guarantor of any terms of this
Agreement or such other instrument or the continuance of any Default or Event
of Default may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the written consent
of the Majority Banks. Notwithstanding the foregoing, none of the following
may occur without the written consent of each Bank: a change in the rate of
interest on and the term of the Notes; the amount of the Commitments of the
Banks; a reduction or waiver of the principal of any unpaid Loan or any
interest thereon; the amount of any fee (other than late fees) payable to a
Bank hereunder; the release of the Borrower or the Guarantor except as
otherwise provided herein; or an amendment of the definition of Majority Banks
or of any requirement for consent by all of the Banks. The amount of the
Agent's fee payable for the Agent's account and the provisions of Section 14
may not be amended without the written consent of the Agent. The Borrower and
the Guarantor each agrees to enter into such modifications or amendments of
this Agreement or the other Loan Documents as may be reasonably requested by
BankBoston in connection with the acquisition by each Bank acquiring all or a
portion of the Commitment, provided that no such amendment or modification
materially affects or increases any of the obligations of the Borrower or the

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Guarantor hereunder. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of dealing
or delay or omission on the part of the Agent or any Bank in exercising any
right shall operate as a waiver thereof or otherwise be prejudicial thereto.
No notice to or demand upon the Borrower or the Guarantor shall entitle the
Borrower and the Guarantor to other or further notice or demand in similar or
other circumstances.

U28. SEVERABILITY The provisions of this Agreement are severable, and
if any one clause or provision hereof shall be held invalid or unenforceable in
whole or in part in any jurisdiction, then such invalidity or unenforceability
shall affect only such clause or provision, or part thereof, in such
jurisdiction, and shall not in any manner affect such clause or provision in
any other jurisdiction, or any other clause or provision of this Agreement in
any jurisdiction.

U29. TIME OF THE ESSENCE Time is of the essence with respect to each and every
covenant, agreement and obligation of the Borrower or the Guarantor under this
Agreement and the other Loan Documents.

U30. NO UNWRITTEN AGREEMENTS THE WRITTEN LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE
AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW.

U31. TRUST EXCULPATION All persons having a claim against the Guarantor, the
general partner of the Borrower whose signature is affixed hereto as said
general partner, hereunder or in connection with any matter that is subject
hereof shall look solely to the trust assets of the trust, and in no event
shall the obligations of the Guarantor be enforceable against any shareholder,
trustee, officer, employee or agent of the Guarantor personally.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as a sealed instrument as of the date first set forth above.

RAMCO-XXXXXXXXXX PROPERTIES TRUST

By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxxx, President

RAMCO-XXXXXXXXXX PROPERTIES, L.P.

By: Ramco-Xxxxxxxxxx Properties
Trust, its General Partner

By: Xxxxxx Xxxxxxxxxx
----------------------------
Xxxxxx Xxxxxxxxxx, President

BANKBOSTON, N.A.,
individually and as Agent

By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxx
Director

EXHIBIT A
FORM OF NOTE

EXHIBIT B
FORM OF
COMPLIANCE CERTIFICATE

EXHIBIT C
FORM OF REQUEST FOR EXTENSION OF LOAN

SCHEDULE 1

BANKS AND COMMITMENTS

SCHEDULE 2

REMIC PROPERTIES

SCHEDULE 3

PARTNERSHIP AND SHARE OWNERSHIP

AS OF JUNE 16, 1997

SCHEDULE 6.7

LITIGATION

SCHEDULE 6.15

AFFILIATE TRANSACTIONS

SCHEDULE 6.19

SUBSIDIARIES OF THE BORROWER

SCHEDULE 6.22

AGREEMENTS

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1 EXHIBIT 10.7 UNSECURED TERM LOAN AGREEMENT DATED AS OF OCTOBER 30, 1997

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