EXHIBIT 10.29 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED SEPTEMBER 22, 1997

EXHIBIT 10.29

THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

DATED SEPTEMBER 22, 1997

among

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP

and

BANKBOSTON, N.A.,

THE OTHER BANKS WHICH ARE A
PARTY TO THIS AGREEMENT

and

OTHER BANKS WHICH MAY BECOME
PARTIES TO THIS AGREEMENT

and

BANKBOSTON, N.A., AS AGENT
2

TABLE OF CONTENTS

Section 1. DEFINITIONS AND RULES OF INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
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Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
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Section 1.2. Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
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Section 2. THE REVOLVING CREDIT FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
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Section 2.1. Commitment to Lend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
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Section 2.2. Facility Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
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Section 2.3. Reduction of Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
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Section 2.4. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
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Section 2.5. Interest on Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
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Section 2.6. Requests for Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
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Section 2.7. Funds for Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
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Section 2.8. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
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Section 2.9. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
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Section 3. REPAYMENT OF THE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
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Section 3.1. Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
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Section 3.2. Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
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Section 3.3. Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
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Section 3.4. Partial Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
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Section 3.5. Effect of Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
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Section 3.6. Proceeds from Debt or Equity Offering . . . . . . . . . . . . . . . . . . . . . . . -22-
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Section 4. CERTAIN GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
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Section 4.1. Conversion Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
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Section 4.2. Closing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
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Section 4.3. Agent's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
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Section 4.4. Funds for Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
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Section 4.5. Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
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Section 4.6. Inability to Determine Eurodollar Rate . . . . . . . . . . . . . . . . . . . . . . . -25-
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Section 4.7. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
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Section 4.8. Additional Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
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Section 4.9. Additional Costs, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
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Section 4.10. Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
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Section 4.11. Indemnity of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
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Section 4.12. Interest on Overdue Amounts; Late Charge . . . . . . . . . . . . . . . . . . . . . -28-
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Section 4.13. Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
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Section 4.14. Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
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Section 5. COLLATERAL SECURITY AND GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
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Section 5.1. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
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Section 5.2. Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
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Section 6. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
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Section 6.1. Corporate Authority, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
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Section 6.2. Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
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Section 6.3. Title to Properties; Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
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Section 6.4. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
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Section 6.5. No Material Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -31-
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Section 6.6. Franchises, Patents, Copyrights, Etc. . . . . . . . . . . . . . . . . . . . . . . . -31-
------------------------------------
Section 6.7. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -31-
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Section 6.8. No Materially Adverse Contracts, Etc. . . . . . . . . . . . . . . . . . . . . . . . -31-
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Section 6.9. Compliance with Other Instruments, Laws, Etc. . . . . . . . . . . . . . . . . . . . -32-
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Section 6.10. Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -32-
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Section 6.11. No Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -32-
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Section 6.12. Holding Company and Investment Company Acts . . . . . . . . . . . . . . . . . . . . -32-
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Section 6.13. Absence of UCC Financing Statements, Etc. . . . . . . . . . . . . . . . . . . . . . -32-
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Section 6.14. Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
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Section 6.15. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
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Section 6.16. Regulations U and X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
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Section 6.17. Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
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Section 6.18. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35-
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Section 6.19. Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35-
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Section 6.20. Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35-
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Section 6.21. Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
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Section 6.22. Partners and the Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
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Section 6.23. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
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Section 6.24. Other Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
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Section 6.25. Magellan Transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
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Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
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Section 7.1. Punctual Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
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Section 7.2. Maintenance of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
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Section 7.3. Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
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Section 7.4. Financial Statements, Certificates and Information . . . . . . . . . . . . . . . . . -37-
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Section 7.5. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
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Section 7.6. Existence; Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . -41-
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Section 7.7. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -41-
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Section 7.8. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -41-
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Section 7.9. Inspection of Properties and Books . . . . . . . . . . . . . . . . . . . . . . . . . -42-
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Section 7.10. Compliance with Laws, Contracts, Licenses, and Permits . . . . . . . . . . . . . . -42-
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Section 7.11. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -42-
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Section 7.12. Ownership of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -42-
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Section 7.13. Investment Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
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Section 7.14. Non-Competition Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
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Section 7.15. Business Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
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Section 7.16. Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
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Section 7.17. Limiting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
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Section 7.18. More Restrictive Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . -44-
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Section 7.19. Applicability of Covenants to Residential Corporations. . . . . . . . . . . . . . . -44-
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Section 7.20. Distributions of Income to the Borrower. . . . . . . . . . . . . . . . . . . . . . -44-
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Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . -45-
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Section 8.1. Restrictions on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . -45-
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Section 8.2. Restrictions on Liens, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -46-
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Section 8.3. Restrictions on Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . -47-
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Section 8.4. Merger, Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -49-
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Section 8.5. Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -49-
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Section 8.6. Compliance with Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . -49-
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Section 8.7. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
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Section 8.8. Asset Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
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Section 8.9. Development Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
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Section 8.10. Investment Opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -52-
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Section 8.11. Refinancing of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -52-
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Section 8.12. Variable Rate Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -52-
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Section 8.13. Restriction on Prepayment of Indebtedness . . . . . . . . . . . . . . . . . . . . . -53-
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Section 8.14. Bankruptcy Remote Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
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Section 8.15. Magellan Transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
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Section 9. FINANCIAL COVENANTS OF THE BORROWER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
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Section 9.1. Liabilities to Worth Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
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Section 9.2. Debt Service Coverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
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Section 9.3. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
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-ii-

Section 9.4. Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-
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Section 9.5. Secured Debt to Assets Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-
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Section 9.6. Fixed Charge Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-
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Section 9.7. Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-
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Section 9.8. Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-
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Section 9.9. Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -54-
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Section 9.10. CBHS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
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Section 9.11. Unencumbered Operating Properties. . . . . . . . . . . . . . . . . . . . . . . . -55-
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Section 10. CLOSING CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
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Section 10.1. Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
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Section 10.2. Certified Copies of Organizational Documents . . . . . . . . . . . . . . . . . . . -55-
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Section 10.3. Bylaws; Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
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Section 10.4. Incumbency Certificate; Authorized Signers . . . . . . . . . . . . . . . . . . . . . . . . -56-
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Section 10.5. Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -56-
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Section 10.6. Payment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -56-
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Section 10.7. Performance; No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -56-
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Section 10.8. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . -56-
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Section 10.9. Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -56-
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Section 10.10. Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 10.11. Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 10.12. Real Estate Spreadsheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 10.13. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 11. CONDITIONS TO ALL BORROWINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 11.1. Prior Conditions Satisfied . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 11.2. Representations True; No Default . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 11.3. No Legal Impediment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
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Section 11.4. Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
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Section 11.5. Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
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Section 11.6. Borrowing Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
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Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
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Section 12.1. Events of Default and Acceleration . . . . . . . . . . . . . . . . . . . . . . . . -58-
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Section 12.2. Limitation of Cure Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . -61-
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Section 12.3. Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . -62-
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Section 12.4. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -62-
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Section 12.5. Distribution of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -62-
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Section 13. SETOFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
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Section 14. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
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Section 14.1. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
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Section 14.2. Employees and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
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Section 14.3. No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
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Section 14.4. No Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
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Section 14.5. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -65-
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Section 14.6. Holders of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-
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Section 14.7. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-
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Section 14.8. Agent as Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-
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Section 14.9. Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-
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Section 14.10. Duties in the Case of Enforcement . . . . . . . . . . . . . . . . . . . . . . . . -67-
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Section 15. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -67-
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Section 16. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -68-
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Section 17. SURVIVAL OF COVENANTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -69-
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-iii-

Section 18. ASSIGNMENT AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -69-
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Section 18.1. Conditions to Assignment by Banks . . . . . . . . . . . . . . . . . . . . . . . . . -69-
---------------------------------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-
Section 18.2. Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-
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Section 18.3. New Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-
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Section 18.4. Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-
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Section 18.5. Pledge by Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-
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Section 18.6. No Assignment by Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-
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Section 18.7. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-
----------
Section 18.8. Restrictions on Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-
--------------------------

Section 19. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-
-------

Section 20. RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -73-
------------

Section 21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE . . . . . . . . . . . . . . . . . . . . . -73-
--------------------------------------------------

Section 22. HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -74-
--------

Section 23. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -74-
------------

Section 24. ENTIRE AGREEMENT, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -74-
---------------------

Section 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS . . . . . . . . . . . . . . . . . . . . . . . -74-
----------------------------------------------

Section 26. DEALINGS WITH THE BORROWER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -75-
--------------------------

Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -75-
----------------------------------

Section 28. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -76-
------------

Section 29. NO UNWRITTEN AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -76-
-----------------------

Section 30. TIME OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -76-
-------------------

LIST OF EXHIBITS:

A FORM OF NOTE
B FORM OF LOAN REQUEST
C FORM OF COMPLIANCE CERTIFICATE

LIST OF SCHEDULES:

Schedule 1 Banks and Commitments
Schedule 6.3 Title to Properties
Schedule 6.7 Litigation
Schedule 6.18 Subsidiaries of Borrower
Schedule 8.1(h) Existing Indebtedness

-iv-

6
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made the
22nd day of September, 1997, by and among CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP (the "Borrower"), a Delaware limited partnership having its
principal place of business at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx
00000, and BANKBOSTON, N.A., a national banking association, formerly known as
The First National Bank of Boston, the other Banks which are a party hereto,
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 Administrative and
Syndication Agent for the Banks (the "Agent"), and BANKERS TRUST COMPANY, as
Documentation Agent for the Banks, and NATIONSBANK OF TEXAS, N.A., as
Documentation Agent for the Banks.

RECITALS.

WHEREAS, Borrower, BankBoston and Agent have entered into that certain
Revolving Credit Agreement dated June 18, 1996, as amended and restated
pursuant to that certain First Amended and Restated Revolving Credit Agreement
among Borrower, BankBoston and certain other Banks and Agent dated August 14,
1996, and as further amended and restated pursuant to that certain Second
Amended and Restated Revolving Credit Agreement among Borrower, BankBoston and
certain other Banks and Agent dated June 6, 1997 (the "Amended Credit
Agreement"); and

WHEREAS, Borrower has requested that BankBoston increase the Total
Commitment and that certain additional lending institutions be included as
Banks; and

WHEREAS, the Borrower, the Banks and the Agent desire to amend and
restate the Amended Credit Agreement in its entirety;

NOW, THEREFORE, in consideration of the recitals herein and the mutual
covenants contained herein, the parties hereto hereby amend and restate the
Amended Credit Agreement in its entirety as follows:

Section 1. DEFINITIONS AND RULES OF INTERPRETATION.

Section 1.1. Definitions. The following terms shall have the
meanings set forth in this Section l or elsewhere in the provisions of this
Agreement referred to below:

Agent. BankBoston, N.A., acting as agent for the Banks, its
successors and assigns.
7
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 Third Amended and Restated Revolving Credit
Agreement, including the Schedules and Exhibits hereto.

Applicable Margin. On any date that (a) the lower of the Implied
Ratings issued from time to time by either of the Rating Agencies for the
Borrower is an Investment Grade Rating or (b) the Borrower has a Private Letter
Rating, the Applicable Margin for Eurodollar Rate Loans shall be one and
one-fifth percent (1.20%). In the event that the Borrower has a Private Letter
Rating, or in the event that the indebtedness with respect to which a Private
Letter Rating was obtained is satisfied, or in the event that either of the
Rating Agencies issues an Implied Rating for the Borrower that is an Investment
Grade Rating, or in the event of any change in an Implied Rating of the
Borrower by either of the Rating Agencies, or if the Borrower's Implied Rating,
after having obtained an Investment Grade Rating, shall cease at any time to be
an Investment Grade Rating by either of the Rating Agencies (but subject to the
provisions within the definition of the term "Investment Grade Rating"), such
change shall effect a change in the Applicable Margin on the first Business Day
after the Rating Notice Date. On any date that the lower of the Implied
Ratings for the Borrower is not an Investment Grade Rating, or the Borrower has
not obtained an Investment Grade Rating from either of the Rating Agencies, or
the Borrower does not have a Private Letter Rating, the Applicable Margin for
Eurodollar Rate Loans shall be one and three-eighths percent (1.375%). It is
the intention of the parties that if the Borrower shall only obtain an
Investment Grade Rating from one of the Rating Agencies without seeking an
Investment Grade Rating from the other of the Rating Agencies or a Private
Letter Rating, or if the Borrower shall obtain a Private Letter Rating without
seeking an Investment Grade Rating from either of the Rating Agencies, the
Borrower shall be entitled to the benefit of the rate reductions described
above; provided that if the Borrower shall have obtained an Investment Grade
Rating from both of the Rating Agencies, the lower of the two ratings (or the
loss of the Investment Grade Rating from one of the Rating Agencies thereafter)
shall control, or in the event that the Borrower has a Private Letter Rating
and shall have obtained an Investment Grade Rating from either or both of the
Rating Agencies, the lowest of the Implied Ratings (or the loss of the
Investment Grade Rating from any of the Rating Agencies thereafter) shall
control.

Asset Value. The purchase price of Real Estate (including
improvements and related fixtures, personal property and intangibles) and
ordinary related purchase transaction costs without deduction for depreciation,
or if the Real Estate has been developed by such Person, the completed
construction costs determined in accordance with generally accepted accounting
principles without deduction for depreciation. If the Real Estate is purchased
as a part of a group

-2-

of properties, the Asset Value shall be calculated based upon a reasonable
allocation by the Borrower of the aggregate purchase price among all Real
Estate purchased in such transaction.

Balance Sheet Date. June 30, 1997 (as adjusted for purchases
subsequent to such date and prior to the date hereof).

BankBoston. BankBoston, N.A., a national banking association,
formerly known as The First National Bank of Boston.

Banks. BankBoston, the other Banks that are a party to this Agreement
and any other Person who becomes an assignee of any rights of a Bank pursuant
to Section 18.

Base Rate. The greater of (a) the annual rate of interest announced
from time to time by BankBoston at its head office in Boston, Massachusetts as
its "base rate" or (b) one-half of one percent (0.5%) above the Federal Funds
Effective Rate (rounded upwards, if necessary, to the next one-eighth of one
percent). 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 day on which such change in the Base Rate becomes effective.

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

Behavioral Healthcare Facilities. The "Collective Leased Properties",
as such term is defined in the Master Lease Agreement.

Borrower. As defined in the preamble hereto.

Business Day. Any day on which banking institutions in Boston,
Massachusetts are open for the transaction of banking business and, in the case
of Eurodollar Rate Loans, which also is a Eurodollar Business Day.

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; provided that if the
total of such future rental payment obligations is less than $250,000.00, then
such lease shall be treated as an expense of such Person and not as a
Capitalized Lease.

Cash. At any time, the sum of the Borrower's cash, marketable
securities and other cash equivalents, including restricted cash.

CBHS. Charter Behavioral Health Systems, LLC, a Delaware limited
liability company.

CERCLA. See Section 6.17.

-3-

Closing Date. The first date on which all of the conditions set forth
in Section 10 and Section 11 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 reduced 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(d).

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 Cash Flow. With respect to any period of the Borrower or
CBHS, as applicable, an amount equal to the sum of the following amounts of the
Borrower and its Subsidiaries or CBHS, as applicable: (a) the Net Income of
such Person for such period plus (b) depreciation and amortization, interest
expense, and any extraordinary or non-recurring losses deducted in calculating
such Net Income minus (c) any extraordinary or nonrecurring gains included in
calculating such Net Income, all as determined in accordance with generally
accepted accounting principles.

Consolidated Tangible Net Worth. The amount by which Consolidated
Total Assets 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
goodwill, 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; plus

(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 Assets. All assets of a Person and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles. All real estate assets shall be valued on an
undepreciated cost basis, except as otherwise shown on the financial statements
provided pursuant to Section 6.4 or as adjusted pursuant to Section 9.9. The
assets of the Borrower and its Subsidiaries on the consolidated financial
statements of the Borrower and its Subsidiaries

-4-

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 the respective Subsidiaries, and (b) the
Borrower's respective ownership interest in its Subsidiaries. Without limiting
the foregoing, the Borrower shall account for its investment in The Woodlands
Commercial Properties Company, L.P. and The Woodlands Land Development Company,
L.P. in accordance with the equity method of accounting.

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. In the event that Borrower has an
ownership or other equity interest in any Person, which investment is not
consolidated in accordance with generally accepted accounting principles (that
is, such interest is a "minority interest"), then the liabilities of Borrower
and its Subsidiaries shall include Borrower's or its Subsidiaries' allocable
share of all indebtedness of such Person based on the Borrower's or its
Subsidiaries' respective ownership interest in such Person.

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 to the general public or as a
private placement by the Borrower or the Guarantor subsequent to the date of
this Agreement of any debt securities of the Borrower or Guarantor for cash or
the right to receive payment in the future.

Debt Service. For any period, the sum of all interest (including
capitalized interest) and mandatory principal payments due and payable during
such period excluding any balloon payments due upon maturity of any
indebtedness.

Default. See Section 12.1.

Distribution. With respect to Guarantor, the declaration or payment
of any dividend or distribution on or in respect of any shares of any class of
capital stock or beneficial interest of Guarantor, other than dividends or
distributions payable solely in equity securities of Guarantor; the purchase,
redemption, exchange or other retirement of any shares of any class of capital
stock or beneficial interest of Guarantor, directly or indirectly through a
Subsidiary of Guarantor or otherwise; the return of capital by Guarantor to its
shareholders as such; or any other distribution on or in respect of any shares
of any class of capital stock or beneficial interest of Guarantor. With
respect to the Borrower, the declaration or payment of any distribution of cash
or cash flow to the partners of the Borrower; the return of capital by the
Borrower to its partners; or any other distribution on or in respect of any
partnership interests in the Borrower. A Distribution shall not include the
distribution of shares in Crescent Operating, Inc. to the shareholders of
Guarantor in connection with the initial creation of Crescent Operating, Inc.
as contemplated in Crescent Operating, Inc.'s S-1 statement filed April 15,
1997.

-5-

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 or any
ERISA Affiliate, other than a Multiemployer Plan.

Environmental Laws. See Section 6.17(a).

Equity Offering. The issuance and sale to the general public or as a
private placement by the Borrower or Guarantor subsequent to the date of this
Agreement of any partnership interests or equity securities of the Borrower or
Guarantor, as applicable, for cash or the right to receive payment in the
future (it being acknowledged that an Equity Offering shall not include (a) the
issuance of limited partnership interests in the Borrower other than for cash
to a seller or partner thereof in connection with the acquisition of Real
Estate or the conversion thereof into equity securities of Guarantor, or (b)
the exercise or conversion of options to acquire equity securities of
Guarantor or the Borrower or the issuance of restricted stock under incentive
compensation plans maintained by Borrower or Guarantor for itself or its
Subsidiaries, directors, officers and employees).

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

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

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

Eurocurrency Reserve Rate. For any day with respect to a Eurodollar
Rate Loan, the maximum rate (expressed as a decimal) at which any lender
subject thereto would be required to maintain reserves under Regulation D of
the Board of Governors of the Federal Reserve System (or any successor or
similar regulations relating to such reserve requirements) against
"Eurocurrency Liabilities" (as that term is used in Regulation D or any
successor or similar regulation), if such liabilities were outstanding. The
Eurocurrency Reserve Rate shall be

-6-

adjusted automatically on and as of the effective date of any change in the
Eurocurrency Reserve Rate.

Eurodollar Business Day. Any day on which commercial banks are open
for international business (including dealings in Dollar deposits) in London or
such other eurodollar interbank market as may be selected by the Agent and the
Banks in their sole discretion acting in good faith.

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

Eurodollar Rate. For any Interest Period with respect to a Eurodollar
Rate Loan, the rate per annum equal to the quotient (rounded upwards to the
nearest 1/16 of one percent) of (a) the rate at which the Reference Bank's
Eurodollar Lending Office is offered Dollar deposits two Eurodollar Business
Days prior to the beginning of such Interest Period in whatever interbank
eurodollar market may be selected by the Reference Bank in its sole discretion,
acting in good faith, for delivery on the first day of such Interest Period for
the number of days comprised therein and in an amount comparable to the amount
of the Eurodollar Rate Loan to which such Interest Period applies, divided by
(b) a number equal to 1.00 minus the Eurocurrency Reserve Rate.

Eurodollar Rate Loans. Loans bearing interest calculated by reference
to a Eurodollar Rate.

Event of Default. See Section 12.1.

Existing Fixed Rate Indebtedness. Collectively, (i) the long term
fixed rate debt provided to Crescent Real Estate Funding I, L.P. ("Funding I")
by Nomura Asset Capital Corporation ("Nomura") in the principal face amount of
$239,000,000 which matures on August 11, 2027, as evidenced by that certain
Promissory Note dated August 24, 1995 made by Funding I to the order of Nomura
in the principal face amount of $239,000,000 which has been assigned to LaSalle
National Bank, as Trustee under that certain Pooling and Servicing Agreement
dated October 1, 1995; (ii) the long term fixed rate debt provided to Crescent
Real Estate Funding II, L.P. ("Funding II") by Nomura in the original principal
face amount of $161,000,000, which matures on March 11, 2028, as evidenced by
that certain Promissory Note dated August 24, 1995, made by Funding II to the
order of Nomura in the principal face amount of $161,000,000, which has been
assigned to LaSalle National Bank, as Trustee under that certain Pooling and
Servicing Agreement dated April 1, 1996; (iii) the long term fixed rate debt
provided to Borrower in the principal face amount of $63,500,000 which matures
on December 31, 2002, as evidenced by that certain Note dated December 11, 1995
made by Borrower to the order of Connecticut General Life Insurance Company in
the principal face amount of $63,500,000; (iv) the long term fixed rate debt
provided to The Woodlands Corporation ("Woodlands") in the principal face

-7-

amount of $13,000,000, which matures on September 1, 2001, as evidenced by that
certain Promissory Note dated August 10, 1994, made by Woodlands to the order
of Hartford Life Insurance Company; (v) the long term fixed rate debt provided
to 000 Xxxxxxxx Xxxxxx, L.P. ("301 Congress") by Northwestern Mutual Life
Insurance Company ("Northwestern") in the original principal face amount of
$26,000,000, which matures on January 1, 2004, as evidenced by that certain
Promissory Note dated December 26, 1996 made by 301 Congress to the order of
Northwestern in the principal face amount of $26,000,000; (vi) the debt
maturing on July 1, 1999, in the original face amount of $115,000,000, assumed
by Crescent Real Estate Funding III, L.P. ("Funding III"), Crescent Real Estate
Funding IV, L.P. ("Funding IV"), and Crescent Real Estate Funding V, L.P.
("Funding V") pursuant to an Assumption Agreement dated October 7, 1996, as
evidenced by that certain Promissory Note Secured by Deed of Trust dated June
30, 1994 made by Greenway Plaza, Ltd. and Nine Greenway, Ltd. to the order of
Nomura in the principal face amount of $115,000,000, which has been assigned to
LaSalle National Bank, as Trustee under that certain Pooling and Servicing
Agreement dated as of August 1, 1994; and (vii) the debt maturing on July 1,
2020, in the original face amount of $8,900,000.00, assumed by Crescent Real
Estate Funding VI, L.P. ("Funding VI") pursuant to a Consent and Assumption
Agreement dated December 5, 1996, as evidenced by that certain Promissory Note
dated June 28, 1995 made by Canyon Ranch-Bellefontaine Associates, L.P. to the
order of Nomura in the principal face amount of $8,900,000.00 which has been
assigned to LaSalle National Bank, as Trustee under that certain Pooling and
Servicing Agreement dated as of August 1, 1995.

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
(3) Federal funds brokers of recognized standing selected by the Agent.

Fixed Charges. With respect to any Person for any fiscal period, an
amount equal to Debt Service plus Non-Incremental Revenue Generating Capital
Expenditures plus/minus Rent Adjustments, all as determined in accordance with
generally accepted accounting principles.

Funds Available for Distribution. With respect to any Person for any
fiscal period, an amount equal to Funds from Operations plus non-real estate
depreciation and the amortization of deferred financing costs plus/minus Rent
Adjustments minus Non-Incremental Revenue Generating Capital Expenditures
(excluding any extraordinary or nonrecurring non-tenant related capital
expenditures).

Funds from Operations. With respect to any Person for any fiscal
period, the net income (or deficit) 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
(except non-real estate depreciation) and amortization (except the

-8-

amortization of deferred financing costs), and after adjustments for
unconsolidated partnerships and joint ventures.

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

General Partner. Crescent Real Estate Equities, Ltd., a Delaware
corporation.

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

Guarantor. Crescent Real Estate Equities Company, a Texas real estate
investment trust, having a usual place of business at 000 Xxxx Xxxxxx, Xxxxx
0000, Xxxx Xxxxx, Xxxxx 00000.

Guarantor's Compliance Certificate. The compliance certificate which
Guarantor is required to provide to the Agent pursuant to the terms of the
Guaranty.

Guaranty. The Unconditional Guaranty of Payment and Performance,
dated of even date herewith, made by 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 and the Majority Banks.

Hazardous Substances. See Section 6.17(b).

Implied Rating. With respect to a Person, the most recent rating
issued from time to time by a Rating Agency as is applicable to such Person's
senior unsecured long-term debt, or if no such senior unsecured long-term debt
is outstanding, then the most recent rating issued from time to time by a
Rating Agency as would hypothetically be applicable to such Person's senior
unsecured long-term debt (i.e., an implied rating).

Indebtedness. All obligations, contingent and otherwise, that in
accordance with generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, or to which reference should
be made by footnotes thereto, including in any event and whether or not so
classified: (a) all debt and similar monetary obligations, whether direct or
indirect; (b) all liabilities secured by any mortgage, pledge, security
interest, lien, charge or other

-9-

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,
the obligation to reimburse the issuer in respect of any letter of credit, and
obligations under interest rate swaps and similar agreements; (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 Section 8.9; and (g) a Person's pro rata
share of any of the above-described obligations of its unconsolidated
affiliates.

Interest Payment Date. (a) As to each Loan, the first day of each
calendar month during the term of such Loan, and (b) also as to each Eurodollar
Rate Loan, the last day of the Interest Period relating thereto.

Interest Period. With respect to each Eurodollar Rate Loan (a)
initially, the period commencing on the Drawdown Date of such Loan and ending
one, two, three, six or twelve 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:

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

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

Investment Grade Rating. With respect to any Person, an Implied
Rating equal to or more favorable than BBB- with respect to a rating issued by
Standard & Poors Corporation (or in the case of a rating issued by Xxxxx'x
Investor Service, Inc., a rating of Baa3). If, at any time after a Person
obtains an Investment Grade Rating, (a) no Implied Rating for such Person's
senior unsecured long-term debt shall have been issued or confirmed in writing
by either of the

-10-

Rating Agencies within the previous 365 days, or (b) the rating system of
either of the Rating Agencies (as opposed to the rating of a Person) shall
change, or (c) either of the Rating Agencies shall no longer perform the
functions of a securities rating agency, then the Borrower and the Agent shall
promptly negotiate in good faith to amend the reference to the specific ratings
in this definition for the determination of the Investment Grade Rating, and
pending such amendment, the applicable rating in effect as of the date the
event described in this paragraph occurred shall continue to apply.

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.

Leases. Leases, licenses and agreements whether written or oral,
relating to the use or occupation of space in or on the Real Estate by persons
other than the Borrower.

Liens. See Section 8.2.

Limited Partner. Guarantor, successor by merger with CRE Limited
Partner, Inc., a Delaware corporation.

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

Loan or Loans. An individual loan or the aggregate loans, as the case
may be, to be made by the Banks hereunder.

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Loan Request. See Section 2.6.

Magellan. Magellan Health Services, Inc., a Delaware corporation.

Majority Banks. As of any date, the Bank or Banks whose aggregate
Commitment Percentage is equal to or greater than the required percentage, as
determined by the Banks, required to approve such matter, as disclosed by the
Agent to the Borrower from time to time.

Master Lease Agreement. That certain Master Lease Agreement dated
June 12, 0000 xxxxxxx Xxxxxxxx Xxxx Xxxxxx Funding VII, L.P., as Landlord, and
CBHS and certain other parties, as Tenant.

Maturity Date. June 6, 2000, or such earlier date on which the Loans
shall become due and payable pursuant to the terms hereof.

Modified Book Asset Value. For each type of direct or indirect
interest in real estate (undeveloped land, hotels/resorts, behavioral
healthcare facilities and Class A institutional quality office buildings), an
amount equal to the sum of the aggregate net book value of assets of that type
(determined in accordance with the acquisition cost of such assets and as shown
on the books and records of the Borrower), plus that type of Real Estate's
applicable share of real estate depreciation since the date of the Borrower's
initial public offering, plus that type of Real Estate's applicable share of
the one-time market value adjustment described in Section 9.9.

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

Non-Competition Agreements. Noncompetition Agreements dated May 5,
1994, from Xxxxxxx X. Xxxxxxxxx, Xxxx X. Xxxx and Xxxxxx X. Xxxxxxx.

Non-Incremental Revenue Generating Capital Expenditures. With respect
to any Person for any fiscal period, an amount equal to the sum of the amount
of capital expenditures paid in cash by such Person or with respect to such
asset (other than tenant related building improvements) during such fiscal
period and considered to be "Non-Incremental Revenue Generating", as such term
is defined by industry standards and as applied by the Borrower historically,
plus the amount of leasing costs (including leasing commission and tenant
improvements) paid in cash by such Person or with respect to such asset during
such fiscal period and considered to be "Non-Incremental Revenue Generating",
as such term is defined by industry standards and as applied by the Borrower
historically.

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Non-Recourse Indebtedness. Indebtedness of the Borrower or a
Subsidiary 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 the Borrower or any Subsidiary, the holder of such
Indebtedness having recourse solely to the parcels of Real Estate securing such
Indebtedness, the improvements and leases thereon and the rents and profits
thereof and the Short-term Investments securing such Indebtedness.

Notes. See Section 2.4.

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.

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 Section
4002 of ERISA and any successor entity or entities having similar
responsibilities.

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

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

Private Letter Rating. With respect to a Person, the rating issued
from time to time by a Rating Agency (or in the event that the Borrower obtains
a rating from two or more nationally recognized rating agencies, the lowest of
the ratings issued from time to time by two or more of such rating agencies (at
least one of which shall be a Rating Agency)) as is applicable to the most
recently issued privately placed unsecured long-term debt issuance of such
Person that remains outstanding; provided that each of such ratings shall be
equal to or more favorable than BBB- with respect to a rating issued by
Standard & Poors Corporation, Baa3 in the case of a rating issued by Xxxxx'x
Investor Service, Inc., or a comparable rating as reasonably determined by
the Agent in the case of a rating issued by another rating agency.

Prospectus. The 10-K of Guarantor, dated December 31, 1996 and filed
with the SEC.

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Rating Agencies. Standard & Poor's Corporation and Xxxxx'x Investors
Service, Inc.

Rating Notice. See Section 7.4(i).

Rating Notice Date. The earlier of (a) the date a Rating Notice or
notice of the issuance of a Private Letter Rating, as applicable, is received
by the Agent, or (b) the date the Agent, having received actual notice of a
change by the Rating Agency of the Borrower's Implied Rating, sends notice to
the Borrower of such change, provided that nothing contained herein shall imply
any obligation of the Agent to monitor such rating changes.

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

Release. See Section 6.17(c)(iii).

Rent Adjustments. For any Person, straight line adjustments to rent
payable under Leases, as determined in accordance with generally accepted
accounting principles.

Rent Payments. For any period, the "Rent" as such term is defined in
the Master Lease Agreement.

Required Behavioral Healthcare Facilities Capital Expenditures. With
respect to any fiscal period, an amount equal to the capital expenditures
incurred by CBHS with respect to the Behavioral Healthcare Facilities pursuant
to the Master Lease Agreement during such fiscal period, determined in
accordance with generally accepted accounting principles.

Residential Corporations. Collectively Mira Vista Development Corp.,
Houston Area Development Corp., Crescent Development Management Corp.,
Woodlands Land Company, Inc. and Desert Mountain Development Corporation.

Revocation Costs. See Section 2.6.

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Sale Agreement. That certain Real Estate Purchase and Sale Agreement
dated as of January 29, 1997, between the Borrower, as Purchaser, and Magellan,
as Seller, as amended by that certain First Amendment to Real Estate Purchase
and Sale Agreement dated as of February 28, 1997, between the Borrower and
Magellan, and as further amended by that certain Second Amendment to Real
Estate Purchase and Sale Agreement dated as of May 29, 1997 between the
Borrower and Magellan, with respect to the purchase of the Behavioral
Healthcare Facilities.

SEC. The federal Securities and Exchange Commission.

Secured Indebtedness. Indebtedness of a Person that is pursuant to a
Capitalized Lease or is directly or indirectly secured by a Lien.

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

State. A state of the United States of America.

Subsidiary. (a) 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, (b) any other entity the accounts of which are consolidated with the
accounts of the Borrower, and (c) the Residential Corporations.

Test Period. See Section 9.2.

Total Commitment. The sum of the Commitments of the Banks, as in
effect from time to time.

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

Unencumbered Operating Property. An Unencumbered Operating Property
shall mean Real Estate (a) which is owned one hundred percent (100%) in fee
simple by the Borrower, or (b) in which the Borrower owns a leasehold interest
pursuant to a mortgageable ground lease having a remaining term of not less
than fifty (50) years (calculated from the date of acquisition of such
interest), or (c) which is owned by an entity which is controlled by the
Borrower or in which the Borrower is the general partner or managing member
provided that (i) the Borrower has control over all major and day-to-day
decisions with respect to the operation of such entity (including, without
limitation, the decision to sell or encumber the assets of such entity), (ii)
the organizational agreements of such entity specifically authorize the
Borrower to pledge the assets of such entity as security for the Obligations,
and (iii) the Borrower certifies to the Agent that applicable law does not
preclude such entity from pledging its assets to secure the Obligations; and in
any case which satisfies all of the following conditions:

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(x) such Unencumbered Operating Property shall be free and clear
of all Liens other than the Liens permitted in Section 8.2(i), (iii) and (vi);
and

(y) such Unencumbered Operating Property shall consist solely of
Real Estate which is an income producing operating property.

Variable Interest Rate. A rate of interest payable with respect to
Indebtedness that may vary, float or change during the term of such
Indebtedness (that is, a rate of interest that is not fixed for the entire term
of such Indebtedness).

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

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.

(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.

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(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 Commonwealth of Massachusetts, have
the meanings assigned to them therein.

(i) Reference to a particular "Section", 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 REVOLVING CREDIT 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, and the Borrower may borrow (and repay and reborrow) from time to
time between the Closing Date and the Maturity Date, upon notice by the
Borrower to the Agent given in accordance with Section 2.6, such sums as are
requested by the Borrower for the purposes set forth in Section 2.9 (but
subject to the limitations set forth in Section 2.9) up to a maximum aggregate
principal amount outstanding (after giving effect to all amounts requested) at
any one time equal to such Bank's Commitment; provided, that, in all events no
Default or Event of Default shall have occurred and be continuing and the
Borrower's financial statements as required pursuant to Section 2.6(iii) shall
demonstrate compliance with all covenants set forth therein; and provided,
further, that the outstanding principal amount of the Loans (after giving
effect to all amounts requested) shall not at any time exceed the Total
Commitment. The Loans shall be made pro rata in accordance with each Bank's
Commitment Percentage. Each request for a Loan hereunder shall constitute a
representation and warranty by the Borrower that all of the conditions set
forth in Section 10 and Section 11, in the case of the initial Loan, and
Section 11, in the case of all other Loans, have been satisfied on the date of
such request (except as otherwise permitted in Paragraph 4 of the form of Loan
Request with respect to warranties and representations). No Bank shall have
any obligation to make Loans to the Borrower in the maximum aggregate principal
amount outstanding of more than the principal face amount of its Note.

Section 2.2. Facility Fee. The Borrower agrees to pay to the Agent
for the accounts of the Banks in accordance with their respective Commitment
Percentages a facility fee calculated at the rate of one-fourth of one percent
(0.25%) per annum on the daily amount by which the Total Commitment exceeds the
outstanding principal amount of Loans during each calendar quarter or portion
thereof commencing on the date hereof and ending on the Maturity Date. The
facility fee shall be payable quarterly in arrears on the fifth day of each
calendar quarter for the immediately preceding calendar quarter or portion
thereof, or on any earlier date on which the Commitments shall be reduced or
shall terminate as provided in Section 2.3, with a final payment on the
Maturity Date. Any payment due under this Section 2.2 shall be prorated for
any partial calendar quarter.

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Section 2.3. Reduction of Commitment. The Borrower shall have the
right at any time and from time to time upon five Business Days' prior written
notice to the Agent to reduce by $5,000,000 or an integral multiple of $100,000
in excess thereof or to terminate entirely the unborrowed portion of the
Commitments, whereupon the Commitments of the Banks shall be reduced pro rata
in accordance with their respective Commitment Percentages of the amount
specified in such notice or, as the case may be, terminated, any such reduction
to be without penalty (unless such reduction requires repayment of a Eurodollar
Rate Loan). Promptly after receiving any notice of the Borrower delivered
pursuant to this Section 2.3, the Agent will notify the Banks of the substance
thereof. Upon the effective date of any such reduction or termination, the
Borrower shall pay to the Agent for the respective accounts of the Banks the
full amount of any facility fee under Section 2.2 then accrued on the amount of
the reduction. No reduction or termination of the Commitment may be
reinstated.

Section 2.4. 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 with 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 or, if
less, the outstanding amount of all Loans made by such Bank, 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 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. By delivery of the Notes, there shall not be deemed to have occurred, and
there has not otherwise occurred, any payment, satisfaction or novation of the
Indebtedness evidenced by the "Notes" described in the Amended Credit
Agreement, which Indebtedness is instead allocated among the Banks as of the
date hereof and evidenced by the Notes and their respective Commitment
Percentages, and the Banks shall as of the date hereof make such adjustments to
the outstanding loans of such Banks so that such outstanding Loans are
consistent with their respective Commitment Percentages.

Section 2.5. 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 paid in full or is converted to a Eurodollar Rate
Loan from a Base Rate Loan at the Base Rate.

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

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

Section 2.6. Requests for Loans. The Borrower (i) shall notify the
Agent of a potential request for a Loan as soon as possible prior to the
Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written
notice in the form of Exhibit B hereto (or telephonic notice confirmed in
writing in the form of Exhibit B hereto) of each Loan requested hereunder (a
"Loan Request") no later than 10:00 a.m. three (3) Business Days prior to the
proposed Drawdown Date. The Agent shall promptly notify each of the Banks
following the receipt of a Loan Request, but in any event no later than 2:00
p.m. three (3) Business Days prior to the proposed Drawdown Date. Borrower
shall not make a Loan Request more frequently than three times each month.
Each such notice shall specify with respect to the requested Loan the proposed
principal amount, Drawdown Date, Interest Period (if applicable) and Type.
Each such notice shall also contain (i) a statement as to the purpose for which
such advance shall be used (which purpose shall be in accordance with the terms
of Section 2.9), (ii) a certification by the chief financial or chief
accounting officer of the General Partner that the Borrower is and will be in
compliance with all covenants under the Loan Documents after giving effect to
the making of such Loan, (iii) a Compliance Certificate prepared using the
financial statements of the Borrower most recently provided or required to be
provided to the Agent under Section 6.4 or Section 7.4 adjusted in the best
good faith estimate of the Borrower to give effect to the proposed advance and
incorporating the operating performance of any asset to be acquired, and (iv)
the Guarantor's Compliance Certificate prepared using the financial statements
of Guarantor most recently provided or required to be provided to the Agent
pursuant to the Guaranty adjusted in the best good faith estimate of
Guarantor to the date of the proposed advance. Promptly upon receipt of any
such notice, the Agent shall notify each of the Banks thereof. Except as
provided in this Section 2.6, each such Loan Request shall be irrevocable and
binding on the Borrower and shall obligate the Borrower to accept the Loan
requested from the Banks on the proposed Drawdown Date, provided that, in
addition to the Borrower's other remedies against any Bank which fails to
advance its proportionate share of a requested Loan, such Loan Request may be
revoked by the Borrower by notice received by the Agent no later than the
Drawdown Date if any Bank fails to advance its proportionate share of the
requested Loan in accordance with the terms of this Agreement, provided further
that the Borrower shall be liable in accordance with the terms of this
Agreement to any Bank which is prepared to advance its proportionate share of
the requested Loan for any costs, expenses or damages incurred by such Bank as
a result of the Borrower's election to revoke such Loan Request (the
"Revocation Costs"). Nothing herein shall prevent the Borrower from

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seeking recourse against any Bank that fails to advance its proportionate share
of a requested Loan as required by this Agreement. The Borrower may, without
any liability for the payment of the Revocation Costs or other cost or penalty,
revoke a Loan Request by delivering notice thereof to each of the Banks no
later than 3:00 p.m. three (3) Business Days prior to the Drawdown Date. Each
Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of
$1,000,000 or an integral multiple of $100,000 in excess thereof, or (b) for a
Eurodollar Rate Loan in a minimum aggregate amount of $2,000,000 or an integral
multiple of $100,000 in excess thereof; provided, however, that there shall be
no more than five (5) Eurodollar Rate Loans outstanding at any one time.

Section 2.7. Funds for Loans.

(a) Not later than 11:00 a.m. (Boston time) on the
proposed Drawdown Date of any Loans, each of the Banks will make available to
the Agent, at the Agent's Head Office, in immediately available funds, the
amount of such Bank's Commitment Percentage of the amount of the requested
Loans which may be disbursed pursuant to Section 2.1. Upon receipt from each
Bank of such amount, and upon receipt of the documents required by Section 10
and Section 11 and the satisfaction of the other conditions set forth therein,
to the extent applicable, the Agent will make available to the Borrower the
aggregate amount of such Loans made available to the Agent by the Banks by wire
transfer in accordance with Borrower's instructions. The failure or refusal of
any Bank to make available to the Agent at the aforesaid time and place on any
Drawdown Date the amount of its Commitment Percentage of the requested Loans to
the extent it is obligated to fund such Loan hereunder shall not relieve any
other Bank from its several obligation hereunder to make available to the Agent
the amount of such other Bank's Commitment Percentage of any requested Loans,
including any additional Loans that may be requested by the Borrower subject to
the terms and conditions hereof to provide funds to replace those not advanced
by the Bank so failing or refusing, provided that the Borrower may by notice
received by the Agent no later than the Drawdown Date refuse to accept any Loan
which is not fully funded in accordance with the Borrower's Loan Request
subject to the terms of Section 2.6 (except that such refusal shall not relieve
the Borrower of its obligation to pay the Revocation Costs); provided further
that no Bank shall be obligated to advance any amount in excess of the limits
set forth in Section 2.1. In the event of any such failure or refusal, the
Banks not so failing or refusing shall be entitled to a priority position as
against the Bank or Banks so failing or refusing for such Loans as provided in
Section 12.4.

(b) Unless Agent shall have been notified by any Bank
prior to the applicable Drawdown Date that such Bank will not make available to
Agent such Bank's pro rata share of a proposed Loan, Agent may in its
discretion assume that such Bank has made such Loan available to Agent in
accordance with the provisions of this Agreement and Agent may, if it chooses,
in reliance upon such assumption make such Loan available to Borrower, and such
Bank shall be liable to the Agent for the amount of such advance.

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Section 2.8. Intentionally Omitted.

Section 2.9. Use of Proceeds. The Borrower will use the proceeds of
the Loans solely to provide short-term financing (a) for the acquisition of fee
interests in Real Estate which is utilized principally for Class A office
space, behavioral healthcare facilities and/or hotel/resort properties which
are of institutional quality or other income-producing real estate reasonably
satisfactory to the Majority Banks, subject to the limitations in Section 9.8,
(b) for working capital purposes, (c) for the acquisition of non-income
producing land assets or real estate assets which are held in fee simple or in
any form other than undivided fee simple ownership (such as cotenancy
interests, leasehold interests, partnership interests, shares of stock in
corporations owning real estate, or through mortgages or participation
interests in or assignments of mortgages), subject however to the limitations
in Section 9.8, and (d) for such other purposes as the Majority Banks in their
discretion from time to time may agree to in writing. Without the consent of
the Majority Banks, in no event may any amount advanced under the Loan be used
directly or indirectly (i) to pay dividends or other distributions to any
partner or member of the Borrower, the Guarantor or the shareholders of the
Guarantor or (ii) except as expressly permitted in Section 8.9, with respect to
the obligations described in Schedule 8.1(h) or with respect to the Investments
described in Section 8.3(k) and (m), to make advances, loans, Investments or
other contributions to, or in any other manner "downstream" into, Crescent Real
Estate Funding I, L.P., Crescent Real Estate Funding II, L.P., Crescent Real
Estate Funding III, L.P., Crescent Real Estate Funding IV, L.P., Crescent Real
Estate Funding V, L.P., Crescent Real Estate Funding VI, L.P., Crescent Real
Estate Funding VII, L.P. or any other Subsidiary of the Borrower whether now
existing or hereafter formed. Without the consent of the Majority Banks,
except with respect to the development of Phase II at the project commonly
referred to as "The Avallon" (and the potential development of Phase III at the
Avallon), tenant improvements and the renovation or demolition and construction
of the "Frost Bank Garage" to be constructed at the northeast corner of the
intersection of Lavaca Street and Ninth Street in Austin, Texas, on land
acquired by the Borrower in connection with the acquisition of the Frost Bank
Plaza Building, and the Surtran Garage at Continental Plaza as permitted
pursuant to Section 8.9, no portion of the proceeds of the Loan shall be used
to develop or construct new commercial real estate projects or for the
substantial renovation or rehabilitation of commercial real estate projects.

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. Mandatory Prepayments. The Borrower promises to pay
principal of the Loans prior to stated maturity, as follows:

(a) If at any time the aggregate outstanding principal
amount of the Loans exceeds the Total Commitment, then the Borrower
shall immediately upon demand from

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Agent pay the amount of such excess to the Agent for the respective
accounts of the Banks for application to the Loans (it being
acknowledged that in the event the Borrower makes such payment as
provided herein, the Borrower shall not be in default of Section 9.3).

(b) All of Borrower's interest in the gross proceeds of
each and every sale or refinancing of real estate assets of the
Borrower and its Subsidiaries (whether held directly or indirectly),
less all reasonable costs, expenses and commissions paid to unrelated
parties and less any Indebtedness (other than the Obligations) secured
by such asset to be satisfied as a part of such sale or refinance,
shall be promptly paid by the Borrower to the Agent for the account of
the Banks as a prepayment of the Loans to the extent of the
outstanding balance of the Loans; provided that, (x) so long as (i)
there has been no acceleration of the maturity of the Obligations
pursuant to Section 12.1, (ii) no Event of Default under Xxxxxxx
00.0(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), and (o) has
occurred and is continuing, or (iii) no breach of the covenants
contained in Section 8.1, Section 8.2, Section 8.3 or Section 8.7 has
occurred and is continuing, the Borrower shall not as a result of this
Section 3.2(b) be required to reduce the principal balance of the
Loans to less than $50,000,000.00; and (y) with respect to the
Borrower's interest in the gross proceeds of a sale or refinancing of
real estate assets of a Subsidiary in which the Borrower does not own
a majority (by number of votes or controlling interests) of the
outstanding Voting Interests, the Borrower shall pay such gross
proceeds to the Agent for the account of the Banks as soon as
distributed to the Borrower by such Subsidiary.

Section 3.3. Optional Prepayments. The Borrower shall have the
right, at its election, to prepay the outstanding amount of the 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 Eurodollar Rate
Loans pursuant to this Section 3.3 may be made only on the last day of the
Interest Period relating thereto except as otherwise required pursuant to
Section 4.7. The Borrower shall give the Agent, no later than 10:00 a.m.,
Boston time, at least three (3) Business Days prior written notice of any
prepayment pursuant to this Section 3.3, in each case specifying the proposed
date of payment of Loans and the principal amount to be paid.

Section 3.4. Partial Prepayments. Each partial prepayment of the
Loans under Section 3.2 and Section 3.3 shall be in the minimum amount of
$500,000.00 or an integral multiple of $100,000 in excess thereof (unless the
Loans are being prepaid in full), 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 Eurodollar Rate Loans.

Section 3.5. Effect of Prepayments. Amounts of the Loans prepaid
under Section 3.2 and Section 3.3 prior to the Maturity Date may be reborrowed
as provided in Section 2. Except as otherwise expressly provided herein, all
payments shall first be applied to accrued but unpaid interest and then to
principal.

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Section 3.6. Proceeds from Debt or Equity Offering. The
Borrower shall cause all gross proceeds of each and every Debt
Offering and Equity Offering, less all reasonable costs, fees,
expenses, underwriting commissions, fees and discounts incurred in
connection therewith, to be promptly paid by the Borrower to the Agent
for the account of the Banks as a prepayment of the Loans to the
extent of the outstanding balance of the Loans; provided that, subject
to the limitations contained in Section 3.2(b) above, the Borrower
shall not as a result of this Section 3.6 be required to reduce the
principal balance of the Loans to less than $50,000,000.00.

Section 4. CERTAIN GENERAL PROVISIONS.

Section 4.1. Conversion Options.

(a) The Borrower may elect from time to time to convert
any outstanding Loan to a Loan of another Type and such Loan shall thereafter
bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable;
provided that (i) with respect to any such conversion of a Eurodollar Rate Loan
to a Base Rate Loan, the Borrower shall give the Agent at least three 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 Eurodollar
Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a
Eurodollar Rate Loan, the Borrower shall give the Agent at least four
Eurodollar 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 five (5) Eurodollar Rate Loans
outstanding at any one time; and (iii) no Loan may be converted into a
Eurodollar 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 Eurodollar 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, to the extent it deems it necessary to do so, such action as
is necessary to transfer its Commitment Percentage of such Loans to its
Domestic Lending Office or its Eurodollar Lending Office, as the case may be.
Each Conversion Request relating to the conversion of a Base Rate Loan to a
Eurodollar 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 Section 4.1; provided that no Eurodollar Rate Loan
may be continued as such when any Default or Event of Default has occurred and
is continuing, but shall be automatically converted to a Base Rate Loan on the
last day of the Interest Period relating thereto ending during the continuance
of any Default or Event of Default.

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(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. Closing Fee.

(a) The Borrower had previously paid to BankBoston
closing fees pursuant to an Amended and Restated Agreement Regarding Fees
between the Borrower and BankBoston. BankBoston has paid to the Banks which
are a party to the Amended Credit Agreement, a closing fee pursuant to their
separate agreement.

(b) Upon the execution of this Agreement, the Borrower
shall pay to BankBoston closing fees pursuant to an Agreement Regarding Fees
among the Borrower and BankBoston. Upon the execution of this Agreement,
BankBoston shall pay to the Banks which have obtained a Commitment or increased
their Commitment over their respective Commitment in the Amended Credit
Agreement a closing fee in accordance with their separate agreement.

Section 4.3. Agent's Fee. The Borrower shall pay to the Agent, for
the Agent's own account, an Agent's fee calculated at the rate of $50,000.00
per year. The Agent's fee shall be payable quarterly in arrears on the first
day of each calendar quarter for the immediately preceding calendar quarter or
portion thereof. The Agent's fee for any partial calendar quarter shall be
prorated.

Section 4.4. Funds for Payments.

(a) All payments of principal, interest, facility fees,
Agent's fees, 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 3:00 p.m. (Boston time) on the day when due, in each
case in immediately available funds. To the extent funds are available in such
account, the Agent is hereby authorized to charge the account of the Borrower
with BankBoston, 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 it hereunder or under any of the other Loan Documents, the Borrower
will pay to the Agent, for the account of the Banks or

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(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 Eurodollar Rate
Loans, whenever a payment hereunder or under any of the other Loan Documents
becomes due on a day that is not a Business Day, the due date for such payment
shall be extended to the next succeeding Business Day, and interest shall
accrue during such extension. The outstanding amount of the Loans as reflected
on the records of the Agent from time to time shall be considered prima facie
evidence of such amount.

Section 4.6. Inability to Determine Eurodollar Rate. In the event
that, prior to the commencement of any Interest Period relating to any
Eurodollar Rate Loan, the Agent shall determine in the exercise of its good
faith business judgment that adequate and reasonable methods do not exist for
ascertaining the Eurodollar 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 Eurodollar Rate Loans shall be
automatically withdrawn and shall be deemed a request for Base Rate Loans and
(b) each Eurodollar 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 make Eurodollar Rate Loans shall be suspended until the Agent
determines in the exercise of its good faith business judgment 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
Eurodollar Lending Office shall assert that it is unlawful, for any Bank to
make or maintain Eurodollar 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 make Eurodollar Rate Loans or convert Loans of
another type to Eurodollar Rate Loans shall forthwith be suspended and (b) the
Eurodollar Rate Loans then outstanding shall be converted automatically to Base
Rate Loans on the last day of each Interest Period applicable to such
Eurodollar Rate Loans or within such earlier period as may be required by law.

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Section 4.8. Additional Interest. If any Eurodollar 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
Eurodollar 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 Eurodollar 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
Eurodollar Rate applicable to such Eurodollar Rate Loan (including any spread
over such Eurodollar Rate) 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).

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

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(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 thirty (30) days of
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.
Notwithstanding the foregoing, the Borrower shall have the right, in lieu of
making the payment referred to in this Section 4.9, to prepay the Loan of the
applicable Bank within thirty (30) days of such demand and avoid the payment of
the amounts otherwise due under this Section 4.9, provided, however, that the
Borrower shall be required to pay together with such prepayment of the Loan all
other costs, damages and expenses otherwise due under Section 4.8 of this
Agreement as a result of such prepayment, and following such prepayment, the
Total Commitment shall be reduced by the amount of the Loan so prepaid, and the
Commitment Percentages of the remaining Banks shall be adjusted based on the
percentage that each Bank's Commitment bears to the adjusted Total Commitment.

Section 4.10. Capital Adequacy. If after the date hereof any Bank
reasonably 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

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amount setting forth the 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 Eurodollar 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 Eurodollar Rate Loans, or (b)
default by the Borrower in making a borrowing or conversion after the Borrower
has given (or is deemed to have given) a Loan Request or a Conversion Request
(excluding, however, any Loan Request that pursuant to Section 2.6 may be
revoked without penalty and the deemed withdrawal of a Loan Request pursuant to
Section 4.6), or (c) default by the Borrower in making the payments or
performing its obligations under Sections 4.8, 4.9, 4.10, 4.12 or 4.13.

Section 4.12. Interest on Overdue Amounts; Late Charge. Overdue
principal and (to the extent permitted by applicable law) interest on the Loans
and all other overdue amounts payable hereunder or under any of the other Loan
Documents shall bear interest payable on demand at a rate per annum equal to
four percent (4.0%) above the Base Rate until such amount shall be paid in full
(after as well as before judgment), or if such rate shall exceed the maximum
rate permitted by law, then at the maximum rate permitted by law. In addition,
the Borrower shall pay a late charge equal to three percent (3%) 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 within ten days of the
date when due.

Section 4.13. Certificate. A certificate, prepared in good faith by
a Bank consistent with such Bank's practice in calculating such amounts,
setting forth any amounts payable pursuant to Section 4.8, Section 4.9, Section
4.10, Section 4.11 or Section 4.12 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 4.14. 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 and to the payment of interest or, if such excessive interest
exceeds the unpaid balance of principal of the Obligations, such excess shall
be refunded to the Borrower. All interest paid or

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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 (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 5. COLLATERAL SECURITY AND GUARANTY.

Section 5.1. Security. The Banks have agreed to make the Loans to the
Borrower on an unsecured basis. Notwithstanding the foregoing, the Obligations
shall be guaranteed by Guarantor pursuant to the Guaranty.

Section 5.2. Intentionally Omitted.

Section 6. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Agent and the Banks as
follows.

Section 6.1. Corporate Authority, Etc.

(a) Organization; Good Standing. The Borrower is a
Delaware limited partnership duly organized pursuant to a Limited Partnership
Agreement and a Limited Partnership Certificate dated February 9, 1994 filed
with the Secretary of State of Delaware and is validly existing and in good
standing under the laws of Delaware. The General Partner is a Delaware
corporation duly organized pursuant to its Articles of Incorporation and
amendments thereto filed with the Secretary of State of Delaware and is validly
existing and in good standing under the laws of Delaware. Guarantor is a Texas
real estate investment trust duly organized pursuant to its Declaration of
Trust and amendments thereto filed with the Secretary of State of Texas and is
validly existing and in good standing under the laws of the State of Texas.
Each of the Borrower, the General Partner and the Guarantor (i) has all
requisite power to own its respective properties 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 its respective Real Estate is located to
the extent required, and as to the Borrower, the General Partner and the
Guarantor, 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. Guarantor is a real estate
investment trust in full compliance with and entitled to the benefits of
Section 856 of the Code. The Borrower is a qualified subsidiary of a real
estate investment trust within the meaning of the Code.

(b) Subsidiaries. Each of the Subsidiaries of the
Borrower (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

-29-

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 a failure to be so
qualified could have a materially adverse effect on the business, assets or
financial condition of the Borrower or such Subsidiary.

(c) Authorization. The execution, delivery and
performance of this Agreement and the other Loan Documents to which the
Borrower, the General Partner or the Guarantor 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), except as provided in the Loan
Documents, 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 General
Partner or the Guarantor 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 General Partner or the Guarantor is or is to become a party and
the transactions contemplated hereby and thereby do not require the approval or
consent of, or filing with, any governmental agency or authority other than
those already obtained.

Section 6.3. Title to Properties; Leases. Except as set forth on
Schedule 6.3 hereto, the Borrower and its Subsidiaries own all of the assets
reflected in the consolidated balance sheet of the Borrower as at 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 Liens permitted by this Agreement. Without limiting the foregoing, the
Borrower and its Subsidiaries have good and marketable (or with respect to any
properties in Texas, good and indefeasible) fee simple title to or leasehold
estate in all real property reasonably necessary for the operation of its
business, free from all liens or

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encumbrances of any nature whatsoever, except for Permitted Liens. The
Borrower or its Subsidiaries is the insured under owners' policies of title
insurance covering all real property owned by it, in each case in an amount not
less than the purchase price for such real property.

Section 6.4. Financial Statements. The Borrower has furnished or
caused Guarantor to furnish to each of the Banks: (a) the consolidated balance
sheet of the Borrower and its Subsidiaries and of Guarantor and its
Subsidiaries as of the Balance Sheet Date certified by the chief financial or
accounting officer of the General Partner and Guarantor, respectively, as
fairly presenting the balance sheet of such Persons for such period, and (b)
certain other financial information relating to the Borrower, Guarantor and
their Subsidiaries requested by the Agent. Guarantor has furnished to each of
the Banks the consolidated balance sheet of Guarantor and its Subsidiaries as
of the Balance Sheet Date. Such balance sheet and statements have been
prepared in accordance with generally accepted accounting principles and fairly
present the financial condition of the Borrower and Guarantor and their
respective Subsidiaries as of such dates and the results of the operations of
the Borrower and Guarantor and their respective Subsidiaries for such periods.
There are no liabilities, contingent or otherwise, of the Borrower, 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 and changes reflected in the consolidated
balance sheet, consolidated statement of income or cash flows, or other
financial information submitted to the Agent after the Balance Sheet Date.

Section 6.6. Franchises, Patents, Copyrights, Etc. The Borrower and
its Subsidiaries and the General Partner 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 violation of any rights of others,
except where a failure to possess such rights could not have a materially
adverse effect on the business, assets or financial condition of such Person.

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
best of the Borrower's knowledge and belief threatened against the Borrower,
the General Partner, the Guarantor or any of the Borrower's 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

-31-

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 such Person to pay and perform the Obligations in the
manner contemplated by this Agreement and the other Loan Documents.

Section 6.8. No Materially Adverse Contracts, Etc. Neither the
Borrower, the General Partner, the Guarantor nor any of the Borrower's
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. Neither the Borrower, the General Partner,
the Guarantor nor any of the Borrower's 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.

Section 6.9. Compliance with Other Instruments, Laws, Etc. Neither
the Borrower, the General Partner, the Guarantor nor any of the Borrower's
Subsidiaries is in violation of any provision of its partnership agreement,
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 6.10. Tax Status. The Borrower, the General Partner, the
Guarantor and each of the Borrower's 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, if applicable or required,
except to the extent such Person has obtained an extension of the deadline to
file such return, (b) has paid all taxes and other governmental assessments and
charges shown or determined to be due on such returns, reports and
declarations, if applicable or required, except those being contested in good
faith and by appropriate proceedings or where a failure to so pay could not
have a materially adverse effect on the business, assets or financial condition
of such Person 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, if applicable or required.
There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction except for those that are being contested
as permitted by this Agreement, and the partners or officers of such Person
know of no basis for any such claim.

Section 6.11. No Event of Default. No Default or Event of Default
has occurred and is continuing.

Section 6.12. Holding Company and Investment Company Acts. Neither
the Borrower, the General Partner, the Guarantor nor any of the Borrower's
Subsidiaries is a "holding company", or

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a "subsidiary company" of a "holding company", or an "affiliate" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act
of 1935; nor is it an "investment company", or an "affiliate company" or a
"principal underwriter" of an "investment company", as such terms are defined
in the Investment Company Act of 1940.

Section 6.13. Absence of UCC Financing Statements, Etc. Except with
respect to Liens permitted by Section 8.2, 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 or its Subsidiaries or rights thereunder.

Section 6.14. Certain Transactions. Except as set forth in the
Prospectus, none of the partners, officers, trustees, directors, or employees
of the Borrower, the General Partner, the Guarantor or any of the Borrower's
Subsidiaries is a party to any material transaction with the Borrower or any of
its Subsidiaries (other than for services as partners, employees, officers,
trustees 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
partner, officer, trustee, director or such employee or, to the knowledge of
the Borrower, any corporation, partnership, trust or other entity in which any
partner, officer, trustee, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, unless such contract,
agreement or other arrangement is an arms-length arrangement with terms
comparable to those which would be obtained from an unaffiliated Person or is
otherwise approved by the Agent. For the purposes of this Section 6.14, a
transaction shall be deemed "material" to the extent such transaction would be
required to be disclosed to the shareholders of Guarantor pursuant to
applicable securities laws (including, without limitation, Item 404 of
Regulation SK promulgated by the SEC).

Section 6.15. Employee Benefit Plans. The Borrower 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 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 Plan, Multiemployer Plan or Guaranteed Pension Plan.

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Section 6.16. Regulations U and X. No portion of any Loan is to be
used by Borrower 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 6.17. Environmental Compliance. The Borrower has taken all
commercially reasonable steps necessary 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. All of the representations and warranties in this Section 6.17
with respect to the Real Estate shall be deemed to except to the matters
specifically set forth in the written environmental site assessment reports
with respect thereto provided to the Agent on or before thirty (30) days after
receipt of written notice from the Agent of those environmental reports that
are in Agent's possession with respect to existing Real Estate, or within sixty
(60) days of the acquisition of Real Estate with respect to Real Estate
acquired after the date hereof, provided that, except for any such exceptions
approved by the Majority Banks, none of such exceptions may individually or in
the aggregate have a materially adverse effect on the business, assets or
financial condition of the Borrower, the General Partner or any of the
Borrower's Subsidiaries.

(a) To the best of the Borrower's knowledge, none of the
Borrower, the General Partner or the Borrower's 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 environment or the business, assets or financial condition of the
Borrower, the General Partner or any of the Borrower's Subsidiaries.

(b) Neither the Borrower, the General Partner nor any of
the Borrower's 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. Section 9601(5),
any hazardous substances as defined by 42 U.S.C. Section 9601(14), any
pollutant or contaminant as defined by 42 U.S.C. Section 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 General Partner

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or any of the Borrower's 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 knowledge, or in the
case of Real Estate acquired after the date hereof, to the best of the
Borrower's knowledge except as may be disclosed to Agent in writing upon the
acquisition of the same: (i) no portion of the Real Estate has been used as a
landfill or for dumping or for the handling, processing, storage or disposal of
Hazardous Substances except in accordance with applicable Environmental Laws,
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 the Borrower, the General Partner, the Borrower's
Subsidiaries or the operators of any of their 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; (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 the Real Estate, which Release would have a
material adverse effect on the value of any of the Real Estate or adjacent
properties or the environment; (iv) 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 knowledge, operating in compliance with such permits and applicable
Environmental Laws.

(d) Neither the Borrower, the General Partner, the
Borrower's Subsidiaries, nor any 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, or to the
effectiveness of any other transactions contemplated hereby.

Section 6.18. Subsidiaries. Schedule 6.18 sets forth, as of the date
hereof, all of the Subsidiaries of the Borrower, the form and jurisdiction of
organization of each of the Subsidiaries, and the Borrower's ownership interest
therein.

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Section 6.19. Loan Documents. All of the representations and
warranties made by or on behalf of the Borrower, the General Partner, the
Guarantor and the Borrower's Subsidiaries made 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 nor the Guarantor
has failed to disclose such information as is necessary to make such
representations and warranties not misleading.

Section 6.20. Property. All of the Borrower's and its Subsidiaries'
Real Estate are in good condition and working order subject to ordinary wear
and tear, other than with respect to deferred maintenance existing as of the
date of acquisition of such property which is being corrected or repaired in
the ordinary course of business. 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 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 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 6.21. Brokers. Neither the Borrower nor any of its
Subsidiaries has engaged or otherwise dealt with any broker, finder or similar
entity in connection with this Agreement or the Loans contemplated hereunder.

Section 6.22. Partners and the Guarantor. General Partner is the
sole general partner of the Borrower and owns a 1% partnership interest in the
Borrower. Guarantor is the sole shareholder of the General Partner. Guarantor
is a limited partner of the Borrower and as of the date of this Agreement owns
approximately an 88% limited partnership interest in the Borrower. Guarantor
owns no assets other than its stock in the General Partner, its interest in the
Borrower as the Limited Partner, Cash and Short-Term Investments.

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Section 6.23. Solvency. As of the Closing Date and after giving
effect to the transactions contemplated by this Agreement and the other Loan
Documents, including all of the Loans to be made hereunder, neither the
Borrower nor the Guarantor is insolvent on a balance sheet basis such that the
sum of such Person's assets exceeds the sum of such Person's liabilities, the
Borrower and the Guarantor are able to pay their respective debts as they
become due, and the Borrower and the Guarantor have sufficient capital to carry
on their respective businesses.

Section 6.24. Other Debt. None of the Borrower, the Guarantor nor any
of their respective Subsidiaries is in default of the payment of any
Indebtedness or the terms of any other mortgage, deed of trust, security
agreement, financing agreement, indenture or other material lease or agreement
to which any of them is a party which relates to Indebtedness or other
obligations which individually or in the aggregate exceed $1,000,000.00. None of
the Borrower or the Guarantor is a party to or bound by any agreement,
instrument or indenture that may require the subordination in right or time of
payment of any of the Obligations to any other indebtedness or obligation of the
Borrower or the Guarantor. The Borrower and the Guarantor have made available
to the Agent copies of all agreements, mortgages, deeds of trust, financing
agreements or other material agreements binding upon the Borrower and the
Guarantor and their Subsidiaries or their respective properties and entered into
by the Borrower or the Guarantor and their Subsidiaries as of the date of this
Agreement with respect to any Indebtedness of such Borrower or Guarantor and
their Subsidiaries.

Section 6.25. Magellan Transaction. As of the date hereof, the
Borrower has provided the Agent with correct and complete copies of all
documentation relating to the Borrower's acquisition of the Behavioral
Healthcare Facilities from Magellan.

Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees 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 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx Xxxxxx, Xxxx
Xxxxx, Texas, 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.

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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 reasonably 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.

Section 7.4. Financial Statements, Certificates and Information. The
Borrower will deliver to the Agent:

(a) as soon as practicable, but in any event not later
than 95 days after the end of each fiscal year of the Borrower and the
Guarantor, the audited consolidated balance sheet of the Borrower and its
Subsidiaries and the Guarantor at the end of such year, and the related audited
consolidated statements of income, changes in capital 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 Xxxxxx Xxxxxxxx & Co. or by
another "Big Six" accounting firm, and any other information the Banks may
need to complete a financial analysis of the Borrower, together with a written
statement from such accountants to the effect that they have read a copy of
this Agreement, and that, in making the examination necessary to said
certification, they have obtained no knowledge of any Default or Event of
Default, or, if such accountants shall have obtained knowledge of any then
existing Default or Event of Default they shall disclose in such statement any
such Default or Event of Default; provided that such accountants shall not be
liable to the Agent or the Banks for failure to obtain knowledge of any Default
or Event of Default;

(b) as soon as practicable, but in any event not later
than 45 days after the end of each fiscal quarter of the Borrower (including
the fourth fiscal quarter in each year), copies of the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such
quarter, and the related unaudited consolidated statements of income, changes
in capital and cash flows for the portion of the Borrower's fiscal year then
elapsed, all in reasonable detail and prepared in accordance with generally
accepted accounting principles, together with a certification by the principal
financial or accounting officer of the General Partner that the information
contained in such financial statements fairly presents the financial position
of the Borrower and its Subsidiaries on the date thereof (subject to year-end
adjustments);

(c) contemporaneously with the delivery of the financial
statements referred to in clause (a) above, a statement of all contingent
liabilities of the Borrower and its Subsidiaries which are not reflected in
such financial statements or referred to in the notes thereto (including,
without limitation, all guarantees, endorsements and other contingent
obligations in respect of indebtedness of others, and obligations to reimburse
the issuer in respect of any letters of credit);

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(d) 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 in the form of Exhibit C hereto setting forth in
reasonable detail computations evidencing compliance with the covenants
contained in Section 9 and the other covenants described therein, and (if
applicable) reconciliations to reflect changes in generally accepted accounting
principles since the Balance Sheet Date;

(e) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above and the Compliance
Certificate referred to in subsection (d) above, a spreadsheet listing each
parcel of Real Estate and its location, date of acquisition, size (square
footage for office and retail assets; number of rooms for hotel/resort assets;
and number of beds for behavioral healthcare facilities), occupancy level for
the quarter most recently ended, cost (appraised value if acquired prior to
October, 1995), rolling four quarter Net Income (actual lease payments received
by the Borrower for hotel/resort assets and behavioral healthcare facilities)
and for office building assets, the major tenants and percentage of gross
leasable area occupied;

(f) not later than 60 days following each acquisition of
an interest in Real Estate by the Borrower or any of its Subsidiaries (which
for the purposes of this Section 7.4(f) shall include the Investments described
in Section 8.3(i)), each of the following (provided that with respect to the
Investments described in Section 8.3(i), the following items shall be provided
to the extent the same are reasonably available to the Borrower or its
Subsidiaries): (i) a description of the property acquired, and (ii) a
Compliance Certificate prepared using the financial statements of the Borrower
most recently provided or required to be provided to the Banks under Section
6.4 or this Section 7.4 adjusted in the best good-faith estimate of the
Borrower to give effect to such acquisition and demonstrating that no Default
or Event of Default with respect to the covenants referred to therein shall
exist after giving effect to such acquisition;

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

(h) prior to the acquisition by the Borrower of any Real
Estate or interest therein costing in excess of $1,000,000.00, a statement of
Borrower that no Default or Event of Default exists or would be caused as a
result of such acquisition;

(i) not later than five (5) Business Days after the
Borrower receives notice of the same from either of the Rating Agencies or
otherwise learns of the same, notice of the issuance of any change in the
rating by either of the Rating Agencies in respect of any debt of the Borrower
(including any change in an Implied Rating), together with the details thereof,
and of any announcement by either of the Rating Agencies that any such rating
is "under review" or that any such rating has been placed on a watch list or
that any similar action has been taken by either of the Rating Agencies
(collectively a "Rating Notice");

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(j) such financial statements and other information with
respect to CBHS as shall be reasonably required by the Agent to test compliance
with the covenants contained in Section 9.10; and

(k) from time to time such other financial data and
information in the possession of the Borrower or its 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 its Subsidiaries) 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, obligation or other evidence of indebtedness to which or
with respect to which the Borrower, the General Partner, the Guarantor or any
of the Borrower's 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, the General
Partner, the Guarantor or any of the Borrower's Subsidiaries, the Borrower
shall forthwith give written notice thereof to the Agent 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, or threat of Release, of any Hazardous Substances
at or from any Real Estate of the Borrower or its Subsidiaries; (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 of
the Borrower or its Subsidiaries 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 15 days of becoming aware of
any litigation or proceedings threatened in writing or any pending litigation
and proceedings affecting the Borrower, the General Partner, any of the
Borrower's Subsidiaries or the Guarantor or to which any of such persons is or
is to become a party involving an uninsured claim against any of such Persons
that could reasonably be expected to have a materially adverse effect on such
Person and stating the nature and status of such litigation or proceedings.
The Borrower will give notice to the Agent, in writing, in form

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and detail satisfactory to the Agent and each of the Banks, within ten days of
any judgment not covered by insurance, whether final or otherwise, against the
Borrower, the General Partner, any of the Borrower's Subsidiaries or the
Guarantor in an amount in excess of $500,000.00.

(d) Notice of Proposed Sales, Encumbrances, Refinance or
Transfer of Property. The Borrower will give notice to the Agent of any
proposed or completed sale, encumbrance, refinance or transfer by the Borrower
or its Subsidiaries of any Real Estate or any other Investment described in
Section 8.3(i) within any fiscal quarter of the Borrower, such notice to be
submitted together with the Compliance Certificate provided or required to be
provided to the Banks under Section 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 by the Borrower or its
Subsidiaries of any Real Estate or any other Investment described in Section
8.3(i) involving an amount in excess of $35,000,000.00, 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 Section 6.4 or Section 7.4 adjusted as provided in the preceding
sentence.

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 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 will do or cause to be done
all things necessary to preserve and keep in full force all of its material
rights and franchises and those of its 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, unless otherwise
consented to by the Majority Banks.

(b) Irrespective of whether proceeds of the Loans are
available for such purpose, 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 its properties or on the financial condition, assets or operations
of the Borrower and its Subsidiaries.

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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 reasonably 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, 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. The Agent 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. From and after the occurrence of an Event of Default which is
continuing, the Borrower shall bear the costs and expenses incurred by Agent or
its representatives in conducting such visits or inspections.

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) the Prospectus, (iv) all agreements and instruments
(other than the Loan Documents) to which it is a party or by which it or any of
its properties may be bound, (v) all applicable decrees, orders, and judgments,
and (vi) 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, except when a failure to so comply with the foregoing (i) - (vi)
would not have a material adverse

-42-

effect on the business, assets or financial condition of the Borrower or such
Subsidiary. 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.

Section 7.11. Further Assurances. The Borrower 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 7.12. Ownership of Real Estate. All interests (whether
direct or indirect) of the Borrower, the General Partner or the Guarantor or
their respective Subsidiaries in income-producing real estate assets acquired
after the date hereof shall be owned directly by the Borrower (other than
interests in residential real estate developments held by the Residential
Corporations and other than as specifically permitted in Section 8.14);
provided that, if the Real Estate cannot be owned directly by the Borrower for
a compelling reason, as determined by the Agent in the exercise of its sole
discretion, the Borrower may hold Real Estate in other forms (such as cotenancy
interests, leasehold interests, partnership interests, membership interests in
limited liability companies, shares of stock in corporations owning real
estate, or through mortgages or participations in or assignments of mortgages)
under this Agreement so long as the Borrower holds at least ninety percent
(90%) of the Voting Interests of the entity owning the assets and has full
control of the operation of such entity, including, without limitation, the
right to sell, encumber, convey or otherwise transfer such entity's assets, to
arrange and refinance such entity's debt and to effect distributions of such
entity's income.

Section 7.13. Investment Advisor. The Borrower shall be
self-directed and the Borrower shall not retain or otherwise rely on any other
Person for investment advisory services.

Section 7.14. Non-Competition Agreements. The Non-Competition
Agreements have been duly executed and delivered, are in full force and effect,
and are the legal, valid and binding obligations of the parties thereto,
enforceable in accordance with their terms. Without the prior written consent
of the Agent, the Borrower shall not (a) amend or modify any of the
Non-Competition Agreements, (b) terminate or surrender any of the
Non-Competition Agreements, or (c) waive or release any other party thereto
from the performance or observation by such Person of any obligation or
condition of any of the Non-Competition Agreements (provided that the foregoing
shall not prohibit Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx or Xxxx X. Xxxx from
obtaining waivers to specific transactions from a majority of the independent
directors of Guarantor as provided therein). The Borrower shall, at no cost
or expense to the Agent, enforce, short of termination, the performance and
observance of each and every term, condition and covenant of each of the
Non-Competition Agreements to be performed or observed by the other parties
thereunder, and appear in and defend any action arising out of, or in any
manner

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connected with, any of the Non-Competition Agreements, and give prompt notice
to the Agent of any claim of default under any of the Non-Competition
Agreements, whether given by the Borrower to the other party thereto, or given
by the other party thereto to the Borrower.

Section 7.15. Business Operations. The Borrower shall operate its
business substantially as described in the Prospectus and in compliance with
the terms and conditions of this Agreement and the Loan Documents.

Section 7.16. Intentionally Omitted.

Section 7.17. 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 ability to pledge to Agent Real Estate which is owned by the
Borrower and is free and clear of all Liens other than the Liens permitted in
Section 8.2(i), (iii) and (vi) or any other assets of the Borrower as security
for the Loans. Borrower shall take, and shall cause Guarantor and their
respective Subsidiaries to take, such actions as are necessary to preserve the
right and ability of Borrower to pledge those Real Estate and other 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, 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 Section 7.17, which evidence shall include, without limitation, copies of
any agreements or instruments which would in any way restrict or limit the
Borrower'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
passage of time, or otherwise) if assets are pledged in the future as security
for Indebtedness of the Borrower or any of its Subsidiaries.

Section 7.18. More Restrictive Agreements. Should the Borrower or
the Guarantor 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 Articles 8 or 9 of this Agreement or Paragraph 11 of the Guaranty, 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.

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Section 7.19. Applicability of Covenants to Residential Corporations.
By acceptance of this Agreement, the Banks agree that the Borrower's
obligations to cause the Residential Corporations to comply with the covenants
set forth in Articles 7 and 8 of this Agreement shall be limited to the full
extent that the Borrower has the legal right, whether by contract, at law or in
equity, to cause compliance by the Residential Corporations with such
covenants.

Section 7.20. Distributions of Income to the Borrower. The Borrower
shall cause all of its Subsidiaries to promptly distribute to the Borrower (but
not less frequently than once each fiscal quarter of the Borrower), whether in
the form of dividends, distributions or otherwise, all profits, proceeds or
other income relating to or arising from its Subsidiaries' use, operation,
financing, refinancing, sale or other disposition of their respective assets
and properties after (a) the payment by each Subsidiary of its Debt Service and
operating expenses for such quarter and (b) the establishment of reasonable
reserves for the payment of operating expenses not paid on at least a quarterly
basis and capital improvements to be made to such Subsidiary's assets and
properties approved by such Subsidiary in the ordinary course of business
consistent with its past practices. Notwithstanding the foregoing, the
Borrower shall enforce its rights at law and in equity to receive distributions
from (i) the Residential Corporations at the same time that distributions are
made to other shareholders of the Residential Corporations, and (ii)
Subsidiaries of the Borrower in which the Borrower owns less than a majority
(by number of votes or controlling interests) of the outstanding Voting
Interests.

Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any of the Banks has any obligation to make any Loans:

Section 8.1. Restrictions on Indebtedness. Subject to the provisions
of Section 9, 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;

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(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) Non-recourse Indebtedness of the Borrower or any
Subsidiary of the Borrower, provided that neither the Borrower nor any of its
Subsidiaries shall incur any Non-recourse Indebtedness in excess of
$10,000,000.00 in any single transaction unless it shall have provided to the
Agent a statement that no Default or Event of Default exists and a Compliance
Certificate demonstrating that the Borrower will be in compliance with its
covenants referred to therein after giving effect to such incurrence;

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

(h) Indebtedness existing on the date of this Agreement
and listed and described on Schedule 8.1(h) hereto;

(i) Other recourse Indebtedness of the Borrower and its
Subsidiaries in an aggregate outstanding principal amount (excluding the
Obligations) not exceeding $450,000,000.00; provided that neither the Borrower
nor any of its Subsidiaries shall incur any recourse Indebtedness described in
this Section 8.1(i) in excess of $10,000,000.00 in any single transaction
unless it shall have provided to the Agent a statement that no Default or Event
of Default exists and a Compliance Certificate demonstrating that the Borrower
will be in compliance with its covenants referred to therein after giving
effect to such incurrence;

(j) Indebtedness of Subsidiaries of the Borrower to the
Borrower; and

(k) unsecured Debt Offerings which have been granted an
Investment Grade Rating by either of the Rating Agencies at the time of
issuance, or has received an NAIC 1 rating at the time of issuance, or which in
the reasonable judgment of the Majority Banks would likely receive an
Investment Grade Rating or an NAIC 1 rating at the time of issuance in the
event that such a rating was sought from either of the Rating Agencies or NAIC,
as applicable, in an aggregate outstanding principal amount not exceeding
$300,000,000.00; provided (i) at the time such Indebtedness is issued the
scheduled maturity date of such Indebtedness is not earlier than two (2) years
after the Maturity Date (after giving effect to any extension of the Maturity
Date which may have been requested by the Borrower prior to the issuance of
such Indebtedness or approved by the Banks, whether or not the same has become
effective), and (ii) if any covenants or restrictions imposed upon the Borrower
or its Subsidiaries or the Guarantor in connection with

-46-

such Indebtedness are individually or in the aggregate more restrictive against
the Borrower, its Subsidiaries and the Guarantor than the covenants and
restrictions imposed pursuant to this Agreement or the other Loan Documents,
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; and provided further that neither the Borrower, its Subsidiaries
nor the Guarantor shall incur any of the Indebtedness described in this Section
8.1(k) unless it shall have provided to the Banks prior written notice of the
proposed issuance of such Indebtedness, a statement that no Default or Event of
Default exists and a Compliance Certificate that the Borrower will be in
compliance with its covenants referred to herein after giving effect to such
incurrence.

Section 8.2. Restrictions on Liens, Etc. The Borrower will not, and
will not 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,
negative 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 60 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; (e) pledge or
otherwise encumber any accounts, contract rights, general intangibles, chattel
paper or instruments, with or without recourse; or (f) incur or maintain any
obligation to any holder of Indebtedness of the Borrower or such Subsidiary
which prohibits the creation or maintenance of any lien securing the
Obligations (collectively "Liens"); provided that the Borrower and any
Subsidiary of the Borrower may create or incur or suffer to be created or
incurred or to exist:

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

(ii) liens on properties in respect of judgments, awards
or indebtedness, the Indebtedness with respect to which is permitted
by Section 8.1(d), Section 8.1(f) or Section 8.1(i);

(iii) encumbrances on properties consisting of easements,
rights of way, zoning restrictions, restrictions on the use of real
property, landlord's or lessor's liens under leases to which the
Borrower or a Subsidiary of the Borrower is a party, and other minor
non-monetary 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 and its Subsidiaries, which encumbrances or
liens do not individually or in the aggregate have a

-47-

materially adverse effect on the business of the Borrower individually
or of the Borrower and its Subsidiaries on a consolidated basis;

(iv) [intentionally omitted];

(v) liens on Real Estate and Short-term Investments
securing Non-recourse Indebtedness permitted by Section 8.1(f) or
recourse Indebtedness permitted by Section 8.1(i);

(vi) liens in favor of the Agent and the Banks under the
Loan Documents; and

(vii) liens on office equipment, vehicles, furnishings or
equipment incurred in the ordinary course of business securing a
maximum aggregate outstanding Indebtedness of not more than
$1,000,000.00.

Section 8.3. Restrictions on Investments. The Borrower will not, and
will not 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 2" if then rated by Xxxxx'x Investors Service, Inc., and not less than
"A 2", 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

-48-

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
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) Subject to the provisions of Section 9.8, Investments
in fee interests or mortgageable ground leases having a remaining term
(calculated from the date of acquisition of such interest) of not less than
fifty (50) years in Real Estate utilized principally for behavioral healthcare
facilities, Class A office space and/or hotel/resort properties which are of
institutional quality or other income-producing real estate approved by the
Majority Banks, including xxxxxxx money deposits relating thereto and
transaction costs;

(i) Subject to the provisions of Section 9.8, Investments
in undeveloped land and Real Estate which are held in a form other than
undivided fee simple ownership or mortgageable ground leases having a remaining
term (calculated from the date of acquisition of such interest) of not less
than fifty (50) years (such as, without limitation, cotenancy interests,
leasehold interests, partnership interests, membership in a limited liability
company, shares of stock in corporations owning real estate, or through
mortgages or participation interests in or assignments of mortgages);

(j) Investments in stock of other real estate investment
companies; provided, however, that the aggregate amount at any time so invested
shall not exceed $20,000,000.00;

(k) Investments in convertible non-voting preferred stock
and/or voting common stock of Fresh Choice, Inc.; provided, however, that the
aggregate amount at any time so invested shall not exceed $14,000,000.00;

(l) Investments in Subsidiaries of the Borrower or
affiliates of such Subsidiaries; and

(m) Investments in HBCLP, Inc.; provided, however, that
the aggregate amount at any time so invested shall not exceed $50,000,000.00.

-49-

Section 8.4. Merger, Consolidation. The Borrower will not, and will
not permit any of its Subsidiaries to, become a party to any merger,
consolidation or other business combination except (i) the merger or
consolidation of one or more of the Subsidiaries of the Borrower with and into
the Borrower and (ii) the merger or consolidation of two or more Subsidiaries
of the Borrower.

Section 8.5. Sale and Leaseback. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any arrangement, directly or
indirectly, whereby the Borrower or any Subsidiary of the Borrower shall sell
or transfer any Real Estate owned by it in order that then or thereafter the
Borrower or any Subsidiary shall lease back such Real Estate.

Section 8.6. Compliance with Environmental Laws. The Borrower will
not, and will not permit any of its Subsidiaries or any tenants or other
occupants of any of the Real Estate, 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 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 Real Estate; 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 or its Subsidiary), 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 reasonable 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 (ii) so long as it or a responsible third party with sufficient
financial resources is taking reasonable action to remediate

-50-

or manage any event of noncompliance to the reasonable 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.

Section 8.7. Distributions.

(a) The Borrower shall not pay any Distribution to the
partners of the Borrower which for any four (4) successive quarters is in
excess of (i) ninety percent (90%) of its Funds from Operations for such fiscal
quarters, or (ii) one hundred percent (100%) of its Funds Available for
Distribution for such fiscal quarters; provided that the limitation contained
in this Section 8.7(a) shall not preclude the Borrower from making
Distributions to Guarantor in an amount equal to the minimum distributions
required under the Code to maintain the REIT Status of Guarantor, as evidenced
by a certification of the principal financial or accounting officer of the
General Partner containing calculations in detail reasonably satisfactory in
form and substance to the Agent.

(b) In the event that a Default under Section 12.1(a) or
(b) or an Event of Default shall have occurred and be continuing, the Borrower
shall make no Distributions other than Distributions to Guarantor in an amount
equal to the minimum distributions required under the Code to maintain the REIT
Status of Guarantor, as evidenced by a certification of the principal financial
or accounting officer of the General Partner containing calculations in detail
reasonably satisfactory in form and substance to the Agent.

(c) Notwithstanding the foregoing, at any time when an
Event of Default shall have occurred and the maturity of the Obligations has
been accelerated, at the option of the Majority Banks the Borrower shall not
make any Distributions whatsoever, directly or indirectly.

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Section 8.8. Asset Sales. Except for sales by the Residential
Corporations in the ordinary course of development of residential developments
with related amenities, neither the Borrower nor any Subsidiary shall sell,
transfer or otherwise dispose of any Real Estate (except as the result of a
condemnation or casualty and except for the granting of Permitted Liens)
involving an amount in excess of $5,000,000.00 in any single transaction unless
there shall have been delivered to the Agent a statement that no Default or
Event of Default exists or will exist after giving effect to such sale,
transfer or other disposition.

Section 8.9. Development Activity. Without the consent of the
Majority Banks, neither the Borrower nor any Subsidiary shall engage, directly
or indirectly, in the development, construction or substantial renovation or
rehabilitation of commercial real estate (provided that the foregoing shall not
be deemed to be breached by the residential real estate development activities
by the Residential Corporations nor the restoration or rehabilitation of
commercial real estate following damage by casualty or condemnation). The
Borrower 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 (other than from the Loans) and equity to
complete such development and evidence that the Borrower or its Subsidiary has
the resources and expertise necessary to complete such project.
Notwithstanding the foregoing, the Borrower is currently developing for its own
account an office building not exceeding 110,000 square feet on Phase II of the
land owned by Borrower in Austin, Texas known as "The Avallon" and may develop
an office building not exceeding 80,000 square feet on Phase III of the land
owned by Borrower in Austin, Texas known as "The Avallon", provided that with
respect to each such building (a) BMC Software or an affiliate thereof shall
have executed and delivered to Borrower a lease to occupy not less than
sixty-five percent (65%) of such building within one (1) year of completion of
the same, and (b) the actual cost of developing improvements thereon with
respect to each such building shall not exceed $15,000,000.00. Notwithstanding
the foregoing, Borrower can engage in, and proceeds of the Loans may be used
for, the construction of tenant improvements within space to be occupied by
tenants of buildings owned by the Borrower or its Subsidiaries, and for the
renovation or demolition and reconstruction of the Surtran Garage at
Continental Plaza, provided that the cost of such renovation or demolition and
reconstruction shall not exceed $20,000,000.00, and for the construction of the
Frost Bank Garage in Austin, Texas. Nothing herein shall prohibit the Borrower
or any Subsidiary from acquiring Real Estate which has been developed and
initially leased by another Person.

Section 8.10. Investment Opportunities. During the term of the
Non-Competition Agreements, the Borrower shall cause each of Xxxxxxx X.
Xxxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxx X. Xxxx to offer to the Borrower all real
estate investment opportunities that are presented to any of such individuals,
and if the Borrower elects not to participate in such opportunity, the Borrower
shall not permit any of such individuals, or any Person controlling, controlled
by or under common control with any of such individuals, to participate in such
investment, unless such transaction is approved by a majority of the
independent directors of Guarantor as permitted in the Non-Competition
Agreements.

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Section 8.11. Refinancing of Assets. No asset of the Borrower or its
Subsidiaries shall be financed or refinanced unless the gross proceeds
therefrom equal or exceed fifty-five percent (55%) of the original acquisition
cost by Borrower or such Subsidiary of such asset; provided that such
percentage shall be reduced to forty percent (40%) for hotel/resort assets.

Section 8.12. Variable Rate Debt.

(a) Borrower shall not permit all or any portion of the
Existing Fixed Rate Indebtedness to be refinanced or otherwise replaced by
Indebtedness (i) which has a Variable Interest Rate (unless such Variable
Interest Rate is hedged or otherwise capped pursuant to an interest rate swap,
cap or other agreement acceptable to the Agent that provides that such Variable
Interest Rate shall not through the maturity date of such Indebtedness exceed a
rate equal to the sum of (x) the then-current yield on obligations of the
United States Treasury having a maturity date the same as (to the extent
practicable) such Indebtedness, determined by the Agent as of the date of the
incurrence of such Indebtedness, plus (y) three percent (3.0%), or (ii) has a
scheduled maturity date which is earlier than the maturity date with respect to
the portion of the Existing Fixed Rate Indebtedness that is being refinanced or
replaced, or (iii) which provides for any principal amortization or other
scheduled payments of principal, other than the payment of principal at
maturity.

(b) Notwithstanding Section 8.12(a)(i), no more than
thirty percent (30%) of the total Indebtedness (excluding Indebtedness
described in Section 8.1(b)-(e), but including the Obligations) of Borrower
and its Consolidated Subsidiaries may be Indebtedness that is payable with
respect to a Variable Interest Rate that is not hedged or otherwise capped as
described in Section 8.12(a)(i).

Section 8.13. Restriction on Prepayment of Indebtedness. The
Borrower shall not prepay, redeem or purchase the principal amount, in whole or
in part, of any Indebtedness other than the Obligations after the occurrence of
any Event of Default; provided, however, that this Section 8.13 shall not
prohibit the prepayment of Indebtedness which is financed solely from the
proceeds of a new loan which would otherwise be permitted by the terms of
Section 8.1.

Section 8.14. Bankruptcy Remote Subsidiaries. Without the prior
written consent of the Majority Banks, Borrower shall not create any new single
purpose, special purpose or other so-called bankruptcy remote subsidiaries
(such as a REMIC), as determined by the Agent in its reasonable discretion,
other than in connection with the acquisition of the Behavioral Healthcare
Facilities (provided that its debt shall not exceed $350,000,000.00).

Section 8.15. Magellan Transaction. Without the prior written
consent of the Majority Banks, the Borrower will not materially modify or alter
the terms or structure of its transaction with Magellan and CBHS as contained
in (i) the Master Lease Agreement; (ii) that certain Subordination Agreement
dated June 16, 1997 among Magellan, Charter Franchise Services, LLC, Crescent
Real Estate Funding VII, L.P. and CBHS; (iii) the Sale Agreement; (iv) that
certain Warrant Purchase Agreement dated January 29, 1997 between the Borrower
and

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Magellan; and (v) any and all other agreements, documents and instruments
relating to the acquisition of the Behavioral Healthcare Facilities by the
Borrower or Crescent Real Estate Funding VII, L.P..

Section 9. FINANCIAL COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan or Note is
outstanding or any Bank has any obligation to make any Loans it will comply
with the following:

Section 9.1. Liabilities to Worth Ratio. The Borrower will not
permit the ratio of Consolidated Total Liabilities to Consolidated Tangible Net
Worth of the Borrower to exceed 1 to 1.

Section 9.2. Debt Service Coverage. The Borrower will not permit the
Consolidated Cash Flow of the Borrower and its Subsidiaries for any period of
four consecutive fiscal quarters (treated as a single accounting period) (the
"Test Period") to be less than 2.5 times the Debt Service of the Borrower and
its Subsidiaries for the Test Period.

Section 9.3. Intentionally Omitted.

Section 9.4. Tangible Net Worth. Borrower will not permit its
Consolidated Tangible Net Worth (as adjusted pursuant to Section 9.9) to be
less than $1,000,000,000.00 plus seventy percent (70%) of the net proceeds from
each Equity Offering subsequent to the date hereof.

Section 9.5. Secured Debt to Assets Ratio. The Borrower will not
permit the ratio of the Secured Indebtedness of the Borrower and its
Subsidiaries to the Consolidated Total Assets of the Borrower and its
Subsidiaries to exceed .40 to 1.

Section 9.6. Fixed Charge Coverage. Borrower will not permit the
Consolidated Cash Flow for the Test Period to be less than 2 times the Fixed
Charges of the Borrower and its Subsidiaries for the Test Period.

Section 9.7. Total Liabilities. The Borrower shall not permit the
Consolidated Total Liabilities of the Borrower and its Subsidiaries to be
greater than 5 times the Consolidated Cash Flow of the Borrower and its
Subsidiaries. In the event that a parcel of Real Estate has only been owned by
the Borrower or a Subsidiary for a portion of the period for which data is
needed to test compliance with this covenant, the Borrower shall annualize the
data which is available in such manner as the Agent determines in its sole
discretion so as to allow the test to be performed with respect to the full
period.

Section 9.8. Real Estate Assets. The Borrower shall not permit (i)
the ratio of the Modified Book Asset Value of its direct and indirect interests
in non-income producing land assets and mortgages secured by non-income
producing land to the Consolidated Total Assets of the Borrower and its
Subsidiaries (A) to exceed .10 to 1 for any quarter ending on or before

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December 31, 1997, and (B) to exceed .05 to 1 for any quarter ending after
December 31, 1997; (ii) the ratio of the Modified Book Asset Value of its
direct and indirect interests in hotels/resorts to the Consolidated Total
Assets of the Borrower and its Subsidiaries to exceed .20 to 1; (iii) the ratio
of the Modified Book Asset Value of its direct and indirect interests in
behavioral healthcare facilities to the Consolidated Total Assets of the
Borrower and its Subsidiaries to exceed .20 to 1; and (iv) the ratio of the
Modified Book Asset Value of its direct and indirect interests in Class A
institutional quality office buildings to the Consolidated Total Assets of the
Borrower and its Subsidiaries (A) to be less than .55 to 1 for any quarter
ending on or before December 31, 1997, and (B) to be less than .60 to 1 for any
quarter ending after December 31, 1997. For the purposes of this Section 9.8,
the interest of Spectrum Mortgage Associates, L.P. in the land at the project
commonly known as Spectrum Center shall be excluded from the calculation in (i)
above.

Section 9.9. Value Adjustment. The Borrower and the Banks have
agreed to a one-time market value adjustment increase in the amount of
$63,500,000.00 to the value of the assets of the Borrower as of the date of
this Agreement, and the financial covenants set forth in Section 9.1, Section
9.4, Section 9.5 and Section 9.8 (including without limitation the Borrower's
Consolidated Tangible Net Worth and the value of the Borrower's Consolidated
Total Assets) shall for the term of this Agreement be tested against the market
value of the Borrower's assets, based on such one-time market value adjustment,
plus all real estate depreciation to such assets since the date of the
Borrower's initial public offering.

Section 9.10. CBHS. The Borrower will not permit the Consolidated
Cash Flow of CBHS for the Test Period to be less than (i) 2 times the Rent
Payments payable to the Borrower for the Test Period, and (ii) 1.75 times the
sum of the Rent Payments payable to the Borrower for the Test Period plus the
Required Behavioral Healthcare Facilities Capital Expenditures for the Test
Period. In the event that data needed to test compliance with this covenant is
not available for a portion of the Test Period, the Borrower shall annualize
the data which is available in such manner as the Agent determines in its sole
discretion so as to allow the test to be performed with respect to the full
Test Period. For the purpose of testing compliance with this covenant, the
Consolidated Cash Flow of CBHS shall be calculated without deduction for
franchise fees payable by CBHS to Magellan.

Section 9.11. Unencumbered Operating Properties. The Borrower shall
at all times own Unencumbered Operating Properties with an aggregate Asset
Value of at least one hundred fifty percent (150%) of the Borrower's unsecured
Indebtedness (including without limitation the Obligations) outstanding from
time to time.

Section 10. CLOSING CONDITIONS.

The obligations of the Agent and the Banks to make the initial Loans shall
be subject to the satisfaction of the following conditions precedent on or
prior to September 22, 1997;

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Section 10.1. Loan Documents. Each of the Loan Documents shall have
been duly executed and delivered by the respective parties thereto, shall be in
full force and effect and shall be in form and substance reasonably
satisfactory to the Majority Banks in their good faith determination. 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.

Section 10.2. 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
General Partner or Guarantor, 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 or corporate
charter of the Borrower, the General Partner or such Guarantor, as applicable,
or its qualification to do business, as applicable, as in effect on such date
of certification.

Section 10.3. Bylaws; Resolutions. All action on the part of the
Borrower, the General Partner and the Guarantor necessary for the valid
execution, delivery and performance by the Borrower, the General Partner and
the Guarantor 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 General Partner and Guarantor
true copies of their respective bylaws and the resolutions adopted by their
respective board of directors authorizing the transactions described herein,
each certified by its secretary as of a recent date to be true and complete.

Section 10.4. Incumbency Certificate; Authorized Signers. The Agent
shall have received from the General Partner and Guarantor an incumbency
certificate, dated as of the Closing Date, signed by a duly authorized officer
of the General Partner and Guarantor 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 General Partner and Guarantor, 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.

Section 10.5. 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 reasonably satisfactory to the Agent, from
counsel of the Borrower, the General Partner and the Guarantor (a) stating that
all Loan Documents have been duly authorized, executed and delivered by
Borrower and Guarantor are valid, binding and enforceable against Borrower and
Guarantor including, without limitation, the choice of law provisions of the
Loan Documents, (b) indicating the due organization, legal existence and good
standing of Borrower, General Partner and Guarantor in the state of its
formation, (c) stating that the Loan is not usurious under Massachusetts law
(without resort to any "usury savings" clause in the Loan Documents),

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(d) stating that to Borrower's counsel's current actual knowledge there is no
material action, suit or proceeding pending or threatened against or affecting
Borrower, General Partner and Guarantor before any court, administrative
agency, arbitrator or governmental authority, and (e) such other matters as are
reasonably requested by Agent's Special Counsel.

Section 10.6. Payment of Fees. The Borrower shall have paid to
BankBoston the fees required to be paid pursuant to Section 4.2.

Section 10.7. 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.

Section 10.8. Representations and Warranties. The representations
and warranties made by the Borrower, the General Partner and the Guarantor in
the Loan Documents or otherwise made by or on behalf of the Borrower, the
General Partner, the Guarantor or the Borrower's 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.

Section 10.9. 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.

Section 10.10. Intentionally Omitted.

Section 10.11. Compliance Certificate. A Compliance Certificate and
a Guarantor's 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 Guarantor has
provided financial statements under Section 6.4 or the Guaranty, as applicable,
adjusted in the best good faith estimate of the Borrower or Guarantor, as
applicable, dated as of the date of the Closing Date shall have been delivered
to the Agent.

Section 10.12. Real Estate Spreadsheet. The Agent shall have
received the spreadsheet on the Real Estate described in Section 6.4 above.

Section 10.13. 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.

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Section 11. CONDITIONS TO ALL BORROWINGS.

The obligations of the Banks to make any Loan, whether on or after the
Closing Date, shall also be subject to the satisfaction of the following
conditions precedent:

Section 11.1. Prior Conditions Satisfied. All conditions set forth
in Section 10 shall continue to be satisfied as of the date upon which any Loan
is to be made.

Section 11.2. Representations True; No Default. Each of the
representations and warranties made by or on behalf of the Borrower, the
General Partner, the Guarantor and the Borrower's Subsidiaries contained in
this Agreement, the other Loan Documents or in any document or instrument
delivered pursuant to or in connection with this Agreement shall be true as of
the date as of which they were made and shall also be true at and as of the
time of the making of such Loan, with the same effect as if made at and as of
that time (except to the extent of changes resulting from transactions
contemplated or permitted by this Agreement and the other Loan Documents and
changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and except to the extent that such
representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

Section 11.3. 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.

Section 11.4. 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.

Section 11.5. 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.

Section 11.6. Borrowing Documents. In the case of any request for a
Loan, the Agent shall have received a copy of each of the following:

(a) the request for a Loan required by Section 2.6 in the
form of Exhibit I hereto, fully completed; and

(b) the Compliance Certificate and the Guarantor's
Compliance Certificate required by clauses (iii) and (iv) of Section 2.6
prepared in a manner reasonably acceptable to the Agent.

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Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC.

Section 12.1. Events of Default and Acceleration. If any of the
following events ("Events of Default" or, if the giving of notice or the lapse
of time or both is required, then, prior to such notice or lapse of time,
"Defaults") shall occur:

(a) the Borrower shall fail to pay any principal of the
Loans when 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 sums due hereunder or under any of the other Loan Documents,
when 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;

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

(e) the Borrower or any of its Subsidiaries or the
Guarantor shall fail to perform any other term, covenant or agreement contained
herein or in any of the other Loan Documents (other than those specified above
in this Section 12);

(f) any representation or warranty made by or on behalf
of the Borrower, its General Partner, the Guarantor or any of the Borrower's
Subsidiaries in this Agreement or any other Loan Document, 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;

(g) the Borrower, any of its general partners, the
Guarantor or any of the Borrower's Subsidiaries shall fail to pay at maturity,
or within any applicable period of grace, any obligation for borrowed money or
credit received, 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 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;

(h) the Borrower, any of its general partners, the
Guarantor or any of the Borrower's Subsidiaries, (1) 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,

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or shall petition or apply for the appointment of a trustee or other custodian,
liquidator or receiver of the Borrower, any of its general partners, the
Guarantor or any of the Borrower's Subsidiaries or of any substantial part of
the assets of any thereof, (2) shall commence any case or other proceeding
relating to the Borrower, any of its general partners, the Guarantor or any of
the Borrower's Subsidiaries under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation or similar law of
any jurisdiction, now or hereafter in effect, or (3) shall take any action to
authorize or in furtherance of any of the foregoing;

(i) a petition or application shall be filed for the
appointment of a trustee or other custodian, liquidator or receiver of the
Borrower, any of its general partners, the Guarantor or any of the Borrower's
Subsidiaries or any substantial part of the assets of any thereof, or a case or
other proceeding shall be commenced against the Borrower, any of its general
partners, the Guarantor or any of the Borrower's Subsidiaries under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, now or hereafter
in effect, and the Borrower, any of its general partners, the Guarantor or any
of the Borrower's Subsidiaries shall indicate its approval thereof, consent
thereto or acquiescence therein or such petition, application, case or
proceeding shall not have been dismissed within 90 days following the filing or
commencement thereof;

(j) a decree or order is entered appointing any such
trustee, custodian, liquidator or receiver or adjudicating the Borrower, any of
its general partners, the Guarantor or any of the Borrower's 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 the
Borrower, any of its general partners, the Guarantor or any of the Borrower's
Subsidiaries, in an involuntary case under federal bankruptcy laws as now or
hereafter constituted;

(k) there shall remain in force, undischarged,
unsatisfied and unstayed, for more than 60 days, whether or not consecutive,
any uninsured final judgment against the Borrower, any of its general partners,
the Guarantor or any of the Borrower's Subsidiaries that, with other
outstanding uninsured final judgments, undischarged, against the Borrower, any
of its general partners, the Guarantor or any of the Borrower's Subsidiaries
exceeds in the aggregate $10,000,000.00;

(l) if 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, any of its general partners, the Guarantor, any of the
Borrower's Subsidiaries or any of their respective stockholders, partners or
beneficiaries, 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;

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

(n) any suit or proceeding shall be filed against the
Borrower, the Guarantor or any of their respective assets, which in the good
faith business judgment of the Majority 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 affect on the ability of the Borrower or the Guarantor to perform each
and every one of its respective obligations under and by virtue of the Loan
Documents;

(o) the Borrower, any of its general partners, the
Guarantor or any of the Borrower's or the Guarantor's Subsidiaries shall be
indicted for a federal crime, a punishment for which could include the
forfeiture of any assets of such Person;

(p) 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, any of its general partners,
the Guarantor or any of the Borrower's 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;

(q) the Guarantor denies that it has any liability or
obligation under the Guaranty, or shall notify the Agent or any of the Banks of
the Guarantor's intention to attempt to cancel or terminate the Guaranty, or
shall fail to observe or comply with any term, covenant, condition or agreement
under the Guaranty;

(r) (1) at least two of Xxxxxxx Xxxxxxxxx, Xxxx X. Xxxx
and Xxxxxx Xxxxxxx shall not collectively occupy two of the following
positions: Chairman of the Board, Chief Executive Officer, Vice-Chairman and
President of Guarantor, or (2) Xxxxxxx Xxxxxxxxx, Xxxx X. Xxxx and Xxxxxx
Xxxxxxx in the aggregate shall no longer own units in the Borrower or shares in
Guarantor which, on a combined basis, equal to at least a ten percent (10%)
economic interest in the Borrower (provided, however, in the event that the
circumstances described in (1) or (2) have occurred as a result of the death or
mental incapacity of any of such Persons, the same shall not constitute an
Event of Default hereunder so long as within six (6) months from the date of
such death or mental incapacitation the Majority Banks shall have approved the
individual or individuals who shall replace such Person as the Chairman of the
Board, Chief Executive

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Officer, Vice-Chairman or President, as applicable, of Guarantor and who shall
own such interests in the Borrower and Guarantor), or (3) without the prior
written approval of the Majority Banks there shall be any other material change
in the management of Guarantor or the Borrower; or

(s) any default or Event of Default, as defined in any of
the other Loan Documents, 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, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower; provided that in the event of any
Event of Default specified in Section 12.1(h), Section 12.1(i) or Section
12.1(j), all such amounts shall become immediately due and payable
automatically and without any requirement of notice from any of the Banks or
the Agent.

Section 12.2. Limitation of Cure Periods.

(a) Notwithstanding anything contained in Section 12.1 to
the contrary, (i) no Event of Default shall exist hereunder upon the occurrence
of any failure described in Section 12.1(a) or Section 12.1(b) in the event
that the Borrower cures such default within five (5) days following receipt of
written notice of such default, provided, however, that Borrower shall not be
entitled to receive more than two (2) notices in the aggregate pursuant to this
clause (i) in any period of 365 days ending on the date of any such occurrence
of default, and provided further that no such cure period shall apply to any
payments due upon the maturity of the Notes, and (ii) no Event of Default shall
exist hereunder upon the occurrence of any failure described in Section 12.1(e)
in the event that the Borrower cures such default with thirty (30) days
following receipt of written notice of such default, provided that the
provisions of this clause shall not pertain to defaults consisting of a failure
to comply with Section 7.4(d) or to any default excluded from any provision of
cure of defaults contained in any other of the Loan Documents.

(b) Notwithstanding the provisions of Section 12.1(d),
the cure period 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 months immediately preceding the occurrence of such Default, there
shall have occurred two periods of cure or portions thereof under said
subsection.

Section 12.3. Termination of Commitments. If any one or more Events
of Default specified in Section 12.1(h), Section 12.1(i) or Section 12.1(j)
shall occur, then immediately and without any action on the part of the Agent
or any Bank any unused portion of the credit hereunder shall terminate and the
Banks shall be relieved of all obligations to make Loans to the Borrower. If
any other Event of Default shall have occurred, the Agent, upon the election of
the Majority Banks, may by notice to the

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Borrower terminate the obligation to make Loans to the Borrower. No
termination under this Section 12.3 shall relieve the Borrower of its
obligations to the Banks arising under this Agreement or the other Loan
Documents. Nothing in this Section 12.3 shall limit or impair the terms of
this Agreement (including Section 2.1) which provide that the Banks shall have
no obligation to make Loans upon the occurrence of a Default or Event of
Default.

Section 12.4. 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 reasonable costs of collection including, but not
limited to, reasonable attorney's fees.

Section 12.5. 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 to protect or preserve any collateral or 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;

(b) Second, to all other Obligations in such order or
preference as the Majority Banks shall determine; provided, however, that (i)
distributions in respect of such other 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) in the event that any Bank shall have
wrongfully failed or refused to make an advance under Section 2.7 and such
failure or refusal shall be continuing, advances made by other Banks during the
pendency of such failure or refusal shall be entitled to

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be repaid as to principal and accrued interest in priority to the other
Obligations described in this subsection (b), and (iii) 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 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

Section 13. SETOFF.

Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits (general or specific, time or demand,
provisional or final, regardless of currency, maturity, or the branch of where
such deposits are held) or other sums credited by or due from any of the Banks
to the Borrower 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 and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees
with each other Bank that 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.

Section 14. THE AGENT.

Section 14.1. Authorization. The Agent is authorized to take such
action on behalf of each of the Banks and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related documents
delegated to the Agent, together with such powers as are reasonably incident
thereto, provided that no duties or responsibilities not expressly assumed
herein or therein shall be implied to have been assumed by the Agent. The
obligations of 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 an
agency or 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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Section 14.2. Employees and Agents. The Agent may exercise its
powers and execute its duties by or through employees or agents and shall be
entitled to take, and to rely on, advice of counsel concerning all matters
pertaining to its rights and duties under this Agreement and the other Loan
Documents. The Agent may utilize the services of such Persons as the Agent may
reasonably determine, and all reasonable fees and expenses of any such Persons
shall be paid by the Borrower.

Section 14.3. No Liability. Neither the Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent, or employee thereof, shall be liable for
any waiver, consent or approval given or any action taken, or omitted to be
taken, in good faith by it or them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, or be responsible for the
consequences of any oversight or error of judgment whatsoever, except that the
Agent or such other Person, as the case may be, shall be liable for losses due
to its willful misconduct or gross negligence.

Section 14.4. No Representations. The Agent shall not be responsible
for the execution or validity or enforceability of this Agreement, the Notes,
any of the other Loan Documents or any instrument at any time constituting, or
intended to constitute, collateral security for the Notes, or for the value of
any such collateral security or for the validity, enforceability or
collectability of any such amounts owing with respect to the Notes, or for any
recitals or statements, warranties or representations made herein, or any
agreement, instrument or certificate delivered in connection therewith or in
any of the other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of the Borrower or any of its Subsidiaries or
the Guarantor, 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
or the Guarantor or any of their respective Subsidiaries 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 or any of its
Subsidiaries or the Guarantor. 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.

Section 14.5. 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

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Agent's receipt of good funds, determined in accordance with the Agent's
customary practices, 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 that 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.

(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 and the
Guarantor, 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.

Section 14.6. 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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Section 14.7. Indemnity. The Banks ratably agree hereby to indemnify
and hold harmless the Agent from and against any and all claims, actions and
suits (whether groundless or otherwise), losses, damages, costs, expenses
(including any expenses for which the Agent has not been reimbursed by the
Borrower as required by 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.

Section 14.8. 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.

Section 14.9. Resignation. Subject to the terms of Section 18.1, the
Agent may resign at any time by giving 30 calendar days' prior written notice
thereof to the Banks and the Borrower. Upon any such resignation, the Majority
Banks, subject to the terms of Section 18.1, 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 corporation and which has
a net worth of not less than $500,000,000. Unless a Default or Event of
Default shall have occurred and be continuing, such successor Agent shall be
reasonably acceptable to the Borrower. If no successor Agent shall have been
appointed 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 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 Corporation 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 or
removed 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. Upon any change in the Agent under this
Agreement, the resigning Agent shall execute such assignments of and amendments
to the Loan Documents as may be necessary to substitute the successor Agent for
the resigning Agent.

Section 14.10. 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

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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.

Section 15. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Agreement, the other Loan Documents and the other agreements
and instruments mentioned herein, (b) except as otherwise specifically provided
herein, any taxes (including any interest and penalties in respect thereto)
payable by the Agent or any of the Banks, including any recording, mortgage,
documentary or intangibles taxes in connection with the Loan Documents, or
other taxes payable on or with respect to the transactions contemplated by this
Agreement (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 participations granted under Section 18.4), each closing hereunder,
and amendments, modifications, approvals, consents or waivers hereto or
hereunder (it being understood and agreed that the Borrower shall pay to the
Agent for the account of the Banks a fee in the amount of $10,000.00 for each
material amendment or waiver (as determined by the Agent in its sole
discretion) requested by Borrower and granted by the Agent or the Banks, with
such fee to be split equally among the Banks), (d) the reasonable fees,
expenses and disbursements of the Agent incurred by the Agent in connection
with the preparation, administration 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, any of its general partners 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, any of its general partner, the
Guarantor or any of their respective Subsidiaries unless the Borrower, such
general partner, such Guarantor or such Subsidiary is the prevailing party in
such litigation, proceeding or dispute, and (f) all reasonable fees, expenses
and disbursements of the Agent incurred in connection with UCC searches, UCC
filings, title rundowns, title searches or mortgage recordings. 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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Section 16. INDEMNIFICATION.

The Borrower agrees 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,
any of its general partners, the Guarantor or any of the Borrower's
Subsidiaries (provided that the Borrower shall not be required to indemnify a
Bank from and against any agreement that is proven to have been made by a Bank
to pay any brokerage fees or commissions), (b) any condition of the Real Estate
first occurring prior to the Agent or the Banks or their nominee acquiring
title to the applicable Real Estate by the exercise of any applicable
foreclosure remedies or by deed in lieu of foreclosure, (c) any actual or
proposed use by the Borrower 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 the Borrower, any of its general partners, the
Guarantor or any of the Borrower's Subsidiaries, (e) the Borrower, the
Guarantor or any Subsidiary of 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 which violation first
occurred prior to the Agent or the Banks or their nominee acquiring title to
the applicable Real Estate by the exercise of any applicable foreclosure
remedies or by deed in lieu of foreclosure, or (g) with respect to the
Borrower, each of its general partners, the Guarantor, the Borrower's
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), first occurring prior to the Agent or the Banks or their nominee
acquiring title to the applicable Real Estate by the exercise of any applicable
foreclosure remedies or by deed in lieu of foreclosure, 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 the
Borrower shall not 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 law firm as their own counsel and,
in addition to the foregoing indemnity, the Borrower agrees to pay promptly the
reasonable fees and expenses of such counsel. If, and to the extent that the
obligations of the Borrower under this Section 16 are unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law. The provisions of this Section 16 shall survive the repayment
of the Loans and the termination of the obligations of the Banks hereunder.

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Section 17. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein, in
the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower, any of its general partners,
the Guarantor or any of the Borrower's 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 provided herein and the other Loan
Documents shall survive the full repayment of amounts due and the termination
of the obligations of the Banks hereunder and thereunder to the extent provided
herein and therein. All statements contained in any certificate or other paper
delivered to any Bank or the Agent at any time by or on behalf of the Borrower,
any of its general partners, the Guarantor or any of the Borrower's
Subsidiaries pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by the
Borrower, its general partners, the Guarantor or such Subsidiary hereunder.

Section 18. ASSIGNMENT AND PARTICIPATION.

Section 18.1. 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 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, the
Borrower, any of its general partners, the Guarantor or their respective
Subsidiaries, 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 unless such requirement is waived
in writing by the Borrower and the Agent, (f) such assignment is subject to the
terms of any intercreditor agreement among the Banks and the Agent, and (g)
such assignee shall acquire an interest in the Loans of not less than
$10,000,000.00. 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,

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have the rights and obligations of a Bank hereunder, (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, and (iii) the Agent may unilaterally amend
Schedule 1 to reflect such assignment. 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, its general partners, and the Guarantor or their respective
Subsidiaries. Notwithstanding anything herein to the contrary, in the event
that BankBoston shall at any time hold a Commitment equal to or less than
$20,000,000.00 then BankBoston shall first provide written notice thereof to
the Banks and shall offer to resign as Agent, which offer must be accepted in
writing by the Majority Banks within fifteen (15) days of delivery of such
notice by Agent (for the purposes of this sentence only BankBoston shall be
deemed to have accepted its own offer to resign). A failure to accept such
offer within such period shall be deemed a rejection of such offer.
NationsBank shall have a period of fifteen (15) calendar days following the
acceptance by the Majority Banks of BankBoston's offer to resign within which
to elect to replace BankBoston as Agent (provided, however, that the option of
NationsBank to replace BankBoston as Agent shall be null and void in the event
that NationsBank has at such time, without regard to any assignment to be made
by BankBoston, a Commitment which is not greater than or equal to the
Commitment of each other Bank other than BankBoston or in the event that within
such thirty (30) calendar day period the Majority Banks do not approve
NationsBank so acting as Agent). In the event that the Majority Banks have
accepted BankBoston's offer to resign and NationsBank declines to replace
BankBoston as Agent, is not eligible to replace BankBoston as Agent or is not
approved by the Majority Banks as the successor Agent as provided above,
BankBoston shall thereafter resign as Agent as provided in this Agreement in
the event that a successor Agent from among the Banks is not selected by the
Majority Banks or does not accept such appointment within fifteen (15) calendar
days following receipt of notice from Agent that NationsBank has declined to
replace BankBoston as Agent or a determination or vote that NationsBank is
ineligible or not approved. Except with respect to the rights of NationsBank
as provided above to succeed BankBoston as Agent, each Agent, as a condition to
any resignation of its position as Agent shall be required to provide written
notice thereof to the other Banks and provide the Majority Banks an opportunity
to designate a successor Agent within thirty (30) calendar days following
receipt of such notice in the same manner as provided above. Upon any change
in the Agent under this Agreement, the resigning or removed Agent shall execute
such assignments of and amendments to the Loan Documents as may be necessary to
substitute the successor Agent for the resigning or removed Agent.

Section 18.2. 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

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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
$5,000.

Section 18.3. 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 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
reasonably 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.

Section 18.4. 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
the Loan Documents, including, without limitation, the right to approve
waivers, amendments or modifications, (c) such participant shall have no direct
rights against the Borrower, any of its general partners, the Guarantor or any
of their respective Subsidiaries 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, any of its general partners, the
Guarantor or any of their respective Subsidiaries.

Section 18.5. 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.

Section 18.6. No Assignment by Borrower. The Borrower shall not
assign or transfer any of its rights or obligations under any of the Loan
Documents without the prior written consent of each of the Banks.

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Section 18.7. Disclosure. The Borrower agrees that in addition to
disclosures made in accordance with standard banking practices any Bank may
disclose information obtained by such Bank pursuant to this Agreement to
assignees or participants and potential assignees or participants hereunder.

Section 18.8. Restrictions on Assignment. Notwithstanding anything
in this Agreement to the contrary, no Bank other than BankBoston shall be
permitted to assign all or any 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) or the other Loan Documents prior to the date that is one
hundred eighty days (180) following the Closing Date without the prior written
consent of BankBoston, which consent maybe withheld by BankBoston in its sole
and absolute discretion. Nothing herein shall prevent the sale by a Bank of a
participation pursuant to Section 18.4 of this Agreement during such period.

Section 19. 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 any Bank, at the address set forth on the signature
page for the Agent or such Bank; and

If to the Borrower:

Crescent Real Estate Equities Limited Partnership
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxx
Telecopy No.: 817/878-0429

with a copy to:

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Xxxxxxxx Xxxx Xxxxxx Equities Limited Partnership
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxx, Esq.
Telecopy No.: 817/878-0429

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.

Section 20. RELATIONSHIP.

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.

Section 21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.

THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
OR CHOICE OF LAW). THE BORROWER 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
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN Section 19. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE

-74-

VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

Section 22. HEADINGS.

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

Section 23. 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.

Section 24. 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.

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

EACH OF THE BORROWER, 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 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 (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.

-75-

Section 26. DEALINGS WITH THE BORROWER.

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, its Subsidiaries or any of their affiliates regardless of the
capacity of the Bank hereunder.

Section 27. 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 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; except as provided in Section
18, a change in the amount of the Commitments of the Banks; a reduction or
waiver of the principal of any unpaid Loan or any interest thereon; a change in
the amount of any fee payable to a Bank hereunder; an extension of Maturity
Date; the release of the Borrower, the Guarantor, any Subsidiary which has
executed any of the Loan Documents except as otherwise provided herein; any
modification to require a Bank to fund a pro rata share of a request for an
advance of the Loans made by the Borrower other than based on its Commitment
Percentage; a change to this Section 27; any postponement of any date fixed for
any payment of principal of or interest on the Loan; any change in the manner
of distribution of any payments to the Banks or Agent; a change to the
provisions of Section 2.1 which provide that the Banks shall not be required to
make an advance of proceeds of the Loan following a Default or Event of Default
(provided that the foregoing shall not limit the ability of the Majority Banks
to waive a Default or Event of Default or agree to make an advance
notwithstanding such Default of Event of Default); 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 agrees to enter into such modifications or amendments of
this Agreement or the other Loan Documents as reasonably may be requested by
BankBoston in connection with the syndication by BankBoston of its Commitment,
provided that no such amendment or modification materially affects or increases
any of the obligations of the Borrower 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 shall entitle
the Borrower to other or further notice or demand in similar or other
circumstances.

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Section 28. 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.

Section 29. 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.

Section 30. TIME OF THE ESSENCE.

Time is of the essence with respect to each and every covenant,
agreement and obligation of the Borrower under this Agreement and the other
Loan Documents.

-77-

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

CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP,
a Delaware limited partnership, by its sole general
partner

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation

By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[CORPORATE SEAL]

[Signatures continued on next page]

-78-

BANKBOSTON, N.A., a national banking association,
formerly known as The First National Bank of
Boston, individually and as Agent

By:
--------------------------------
Its:
-------------------------------

BankBoston, N.A.
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxx Xxxxxxxx
Facsimile: 770/390-8434

and

BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Real Estate Division
Facsimile: 617/434-7108

[Signatures continued on next page]

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NATIONSBANK OF TEXAS, N.A., individually and as
Documentation Agent

By:
--------------------------------
Its:
-------------------------------

NationsBank of Texas, N.A.
000 Xxxx Xxxxxx
NationsBank Plaza
51st Floor
Dallas, Texas 75202
Attn: Real Estate Administration
Facsimile: 214/508-1571

[Signatures continued on next page]

-80-

BANKERS TRUST COMPANY, individually and as
Documentation Agent

By:
--------------------------------
Its:
-------------------------------

Bankers Trust Company
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxxx X. Xxxxxxx
Facsimile: 212/669-0752

[Signatures continued on next page]

-81-

FIRST AMERICAN BANK TEXAS, S.S.B.

By:
--------------------------------
Its:
-------------------------------

First American Bank Texas, S.S.B.
00000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxxx
Facsimile: 214/419-3308

[Signatures continued on next page]

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COMERICA BANK-TEXAS

By:
--------------------------------
Its:
-------------------------------

Comerica Bank-Texas
0000 Xxx Xxxxxx
Thanksgiving Tower, 2nd Floor
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxx
Facsimile: 214/979-8383

[Signatures continued on next page]

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KREDIETBANK N.V.

By:
--------------------------------
Its:
-------------------------------

Kredietbank N.V.
0 Xxxxxxx Xxxxx
Xxxxx 0000
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Kojo Asakura
Facsimile: 404/876-3212

[Signatures continued on next page]

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TEXAS COMMERCE BANK NATIONAL ASSOCIATION

By:
--------------------------------
Its:
-------------------------------

Texas Commerce Bank National
Association
0000 Xxxx Xxxxxx
0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxxxx
Facsimile: 214/965-2290

-85-

XXX XXXX XX XXXX XXXXXX, ACTING THROUGH ITS SAN
FRANCISCO AGENCY

By:
--------------------------------
Its:
-------------------------------

The Bank of Nova Scotia,
Acting Through Its San Francisco Agency
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxxxxx
Facsimile: 415/397-0791

[Signatures continued on next page]

-86-

SOCIETE GENERALE, SOUTHWEST AGENCY

By:
--------------------------------
Its:
-------------------------------

Societe Generale,
Southwest Agency
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxx
Facsimile: 214/979-2727

[Signatures continued on next page]

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XXXXXXXXXXX XX, XXXXXXX AGENCY

By:
--------------------------------
Its:
-------------------------------

CommerzBank AG,
Atlanta Agency
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn Xxxx Xxxxxxx
Facsimile: 404/888-6539

[Signatures continued on next page]

-88-

GUARANTY FEDERAL BANK, F.S.B.

By:
--------------------------------
Its:
-------------------------------

Guaranty Federal Bank, F.S.B.
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxxx
Facsimile: 214/360-1661

-89-

EXHIBIT A

FORM NOTE

$______________ September __, 1997

FOR VALUE RECEIVED, the undersigned CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP, a Delaware limited partnership, hereby promises to pay to
_______________________________________ or order, in accordance with the terms
of that certain Third Amended and Restated Revolving Credit Agreement dated
September __, 1997 (the "Credit Agreement"), as from time to time in effect,
among the undersigned, BankBoston, N.A., for itself and as Agent, and such
other Banks as may be from time to time named therein, to the extent not sooner
paid, on or before the Maturity Date, the principal sum of
_____________________________________________________________________________
DOLLARS ($______________), or such amount as may be advanced by the payee
hereof under the Credit Agreement with daily interest from the date hereof,
computed as provided in the Credit Agreement, on the principal amount hereof
from time to time unpaid, at a rate per annum on each portion of the principal
amount which shall at all times be equal to the rate of interest applicable to
such portion in accordance with the Credit Agreement, and with interest on
overdue principal and, to the extent permitted by applicable law, on overdue
installments of interest and late charges at the rates provided in the Credit
Agreement. Interest shall be payable on the dates specified in the Credit
Agreement, except that all accrued interest shall be paid at the stated or
accelerated maturity hereof or upon the prepayment in full hereof. Capitalized
terms used herein and not otherwise defined herein shall have the meanings set
forth in the Credit Agreement.

Payments hereunder shall be made to BankBoston, N.A., as Agent for the
payee hereof, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

This Note is one of one or more Notes evidencing borrowings under and
is entitled to the benefits and subject to the provisions of the Credit
Agreement. The principal of this Note may be due and payable in whole or in
part prior to the maturity date stated above and is subject to mandatory
prepayment in the amounts and under the circumstances set forth in the Credit
Agreement, and may be prepaid in whole or from time to time in part, all as set
forth in the Credit Agreement.

Notwithstanding anything in this Note 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

96
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 and to the
payment of interest or, if such excessive interest exceeds the unpaid balance
of principal of the Obligations, 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 (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 paragraph shall control all agreements
between the Borrower and the Banks and the Agent.

In case an Event of Default shall occur, the entire principal amount
of this Note may become or be declared due and payable in the manner and with
the effect provided in said Credit Agreement.

This Note shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts (without giving effect to the
conflict of laws rules of any jurisdiction).

The undersigned maker and all guarantors and endorsers, hereby waive
presentment, demand, notice, protest, notice of intention to accelerate the
indebtedness evidenced hereby, notice of acceleration of the indebtedness
evidenced hereby and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except as
specifically otherwise provided in the Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without
notice.

This Note is a note executed in amendment and restatement in part of
the "Notes" as defined in the Amended Credit Agreement.

IN WITNESS WHEREOF the undersigned has by its duly authorized
officers, executed this Note under seal as of the day and year first above
written.

CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership,
by its sole general partner

By: Crescent Real Estate Equities, Ltd.,
a Delaware corporation

By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
[CORPORATE SEAL]

-2-

EXHIBIT B

FORM OF REQUEST FOR LOAN

BankBoston, N.A.,
for itself and as Agent
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxx Xxxxxxxx

Ladies and Gentlemen:

Pursuant to the provisions of Section 2.6 of the Third Amended and
Restated Revolving Credit Agreement dated September __, 1997, as from time to
time in effect (the "Credit Agreement"), among Crescent Real Estate Equities
Limited Partnership (the "Borrower"), BankBoston, N.A., for itself and as
Agent, and the other Banks from time to time party thereto, the Borrower hereby
requests and certifies as follows:

1. Loan. The Borrower hereby requests a Loan under Section 2.1
of the Credit Agreement:

Principal Amount: $

Type (Eurodollar, Base Rate):

Drawdown Date: , 19

Interest Period:

to be wire transferred to the following account:

---------------------------------------

2. Use of Proceeds. Such Loan shall be used for the following
purposes permitted by Section 2.9 of the Credit Agreement:

[Describe]

98
3. No Default. The undersigned chief financial or chief
accounting officer of the General Partner certifies that the Borrower is and
will be in compliance with all covenants under the Loan Documents after giving
effect to the making of the Loan requested hereby. Attached to this Request for
Loan is a Compliance Certificate and a Guarantor's Compliance Certificate
prepared using the financial statements of the Borrower and Guarantor most
recently provided or required to be provided under Section 6.4 or Section 7.4 of
the Credit Agreement or the Guaranty, as applicable, adjusted in the best
good-faith estimate of the Borrower and Guarantor to give effect to the making
of the Loan requested hereby.

4. Representations True. Each of the representations and
warranties made by or on behalf of the Borrower, the General Partner, the
Guarantor and the Borrower's Subsidiaries contained in the Credit Agreement, in
the other Loan Documents or in any document or instrument delivered pursuant to
or in connection with the Credit Agreement was true as of the date as of which
it was made and shall also be true at and as of the Drawdown Date for the Loan
requested hereby, with the same effect as if made at and as of such Drawdown
Date (except to the extent of changes resulting from transactions contemplated
or permitted by the Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate
are not materially adverse, and except to the extent that such representations
and warranties relate expressly to an earlier date, such as the representations
in Section 6.4) and no Default or Event of Default has occurred and is
continuing.

5. Other Conditions. All other conditions to the making of the
Loan requested hereby set forth in Section 11 of the Credit Agreement have been
satisfied.

6. Drawdown Date. Except to the extent, if any, specified by
notice actually received by the Agent prior to the Drawdown Date specified
above, the foregoing representations and warranties shall be deemed to have
been made by the Borrower on and as of such Drawdown Date.

7. Definitions. Terms defined in the Credit Agreement are used
herein with the meanings so defined.

-2-

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
_______________, 199___.

CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership,
by its sole general partner

By: Crescent Real Estate Equities, Ltd.,
a Delaware corporation

By:
---------------------------------
Chief Financial or
Chief Accounting Officer

-3-

100

EXHIBIT C

FORM OF
COMPLIANCE CERTIFICATE

BankBoston, N.A.,
for itself and as Agent
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxx Xxxxxxxx

Ladies and Gentlemen:

Reference is made to the Third Amended and Restated Revolving Credit
Agreement dated September __, 1997 (the "Credit Agreement") by and among
Crescent Real Estate Equities Limited Partnership (the "Borrower"), BankBoston,
N.A., for itself and as Agent, and the other Banks from time to time party
thereto. Terms defined in the Credit Agreement and not otherwise defined
herein are used herein as defined in the Credit Agreement.

Pursuant to the Credit Agreement, the Borrower is furnishing to you
herewith (or has most recently furnished to you) the financial statements of
the Borrower and its Subsidiaries for the fiscal period ended _______________
(the "Balance Sheet Date"). Such financial statements have been prepared in
accordance with generally accepted accounting principles and present fairly the
financial position of the Borrower and the Subsidiaries covered thereby at the
date thereof and the results of their operations for the periods covered
thereby, subject in the case of interim statements only to normal year-end
audit adjustments.

This certificate is submitted in compliance with requirements of
Section 2.6(iii), Section 7.4(d), Section 7.4(f), Section 7.5(d), Section
8.1(f), Section 8.1(i), Section 8.1(k), Section 8.8, Section 10.11 or Section
11.6(b) of the Credit Agreement. IF THIS CERTIFICATE IS PROVIDED UNDER A
PROVISION OTHER THAN Section 7.4(D), THE CALCULATIONS PROVIDED BELOW ARE MADE
USING THE FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE
BALANCE SHEET DATE ADJUSTED IN THE BEST GOOD-FAITH ESTIMATE OF THE BORROWER TO
GIVE EFFECT TO THE MAKING OF A LOAN, ACQUISITION OR DISPOSITION OF PROPERTY OR
OTHER EVENT THAT OCCASIONS THE PREPARATION OF THIS CERTIFICATE; AND THE NATURE
OF SUCH EVENT AND THE BORROWER'S ESTIMATE OF ITS EFFECTS ARE SET FORTH IN
REASONABLE DETAIL IN AN ATTACHMENT HERETO. The undersigned officer of the
General Partner is its chief financial or chief accounting officer.

The undersigned officer has caused the provisions of the Credit
Agreement to be reviewed and has no knowledge of any Default or Event of
Default. (Note: If the signer does have knowledge of any Default or Event of
Default, the form of certificate should be revised to specify the Default or
Event of Default, the nature thereof, the actions taken, being taken or

101
proposed to be taken by the Borrower with respect thereto in order to cure such
Default or Event of Default and the time period required to cure such Default
or Event of Default.]

The Borrower is providing the following information to demonstrate
compliance as of the date hereof with the following covenants:

1. Section 7.5(e). Transfers and Encumbrances.

Describe sales, encumbrances, refinances
and other transfers referred to in
Section 7.5(e).

NOTE: Assets may not be refinanced unless
proceeds equal or exceed 55% of cost (40% for hotel/resort assets)
(see Section 8.11)

2. Section 8.1(i). Recourse Indebtedness.

A. Amount of recourse Indebtedness
(other than the Loans) $_____________

Amount may not exceed $450,000,000.00

3. Section 8.1(k). Investment Grade Rated Debt.

A. Amount of Investment Grade Rated Debt $_____________

Amount may not exceed $300,000,000.00

4. Section 8.7. Distributions.

A. Amount of Distributions for previous
4 quarters:

Quarter ending __________ $_____________

Quarter ending___________ $_____________

Total Distributions for previous 4 quarters $_____________

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102

B. Funds from Operations for previous
4 quarters:

Quarter ending __________ $_____________

Quarter ending___________ $_____________

Total Funds from Operations for previous 4 quarters $_____________

C. Funds Available for Distribution for previous
4 quarters:

Quarter ending __________ $_____________

Total Funds Available for Distribution
for previous 4 quarters $_____________

D. A is ____% of B
(A may not exceed 90% of B)

E. A is ____% of C
(A may not exceed 100% of C)

5. Section 8.12(b). Variable Rate Debt.

A. Total Indebtedness (excluding
Indebtedness described in Section 8.1(b)-(e)) $____________

B. Principal Balance of Indebtedness
payable with respect to a Variable Interest Rate $____________

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103

C. Principal Amount of Indebtedness described in
Item 5.B that is not hedged or capped as
provided in Section 8.12(b) $____________

D. C is ____% of A
(C may not exceed 30% of A)

6. Section 8.14. Subsidiaries.

Describe new subsidiaries established by Borrower
and compliance with Section 8.14.

7. Section 9.1. Liabilities to Worth Ratio.

(For changes to the Balance Sheet since the last statement or advance, use the
attached adjustment form.)

A. Consolidated Total Liabilities
per balance sheet
$_____________
B. Consolidated Tangible Net Worth

Consolidated Total Assets per
balance sheet $_____________

One-time market adjustment $_____________

Plus real estate depreciation since date of IPO $____________

Consolidated Total Assets after
one-time market adjustment and adjustment for $_____________
depreciation

Minus Consolidated Total
Liabilities per balance sheet ($____________)

Minus aggregate book value of
intangible assets ($____________)

Minus asset write-up amounts,
if any ($____________)

Total $_____________

C. Ratio of A to B _____________

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104

Ratio of A to total of B may not exceed 1 to 1

8. Section 9.2. Debt Service Coverage.

A. Consolidated Cash Flow

Net Income for 4 quarters ending __________ $_____________

Plus Depreciation and amortization $_____________

Plus Interest expense $_____________

Plus Extraordinary or non-recurring
losses $_____________

Minus extraordinary or non-
recurring gains ($____________)

Total for most recent 4 quarters $_____________

B. Debt Service for four prior
quarters

Principal Paid $_____________

Interest Paid $_____________

Total $_____________

C. Ratio of A to B
(expressed as a percentage) _____________%

A must equal or exceed 250% of total of B

9. Section 9.4. Tangible Net Worth.

(For changes to the Balance Sheet since the last statement or advance, use attached adjustment form.)

A. Consolidated Tangible Net Worth
(from Item 7.B above) $____________

-5-

105

Consolidated Tangible Net Worth may
not be less than $1,000,000,000.00.

10. Section 9.5 Secured Indebtedness.

A. Secured Indebtedness $____________

B. Consolidated Total Assets

Consolidated Total Assets per balance sheet $____________

One-time market adjustment $____________

Plus real estate depreciation since date of IPO $____________

Consolidated Total Assets,
after one-time market adjustment $____________
and adjustment for real estate depreciation
since date of IPO

C. Ratio of A to B ____________

Ratio of A to B may not exceed 0.40 to 1

11. Section 9.6. Fixed Charge Coverage.

A. Consolidated Cash Flow for previous 4 quarters
(from Item 8.A above) $____________

B. Fixed Charges

Debt Service for 4 quarters ending
___________ $____________

Plus Non-Incremental Revenue
Generating Capital Expenditures $____________

Plus/Minus Rent Adjustments $____________

(Note: A negative Rent Adjustment shown on the
Borrower's financial statements shall
be shown as a positive number here)

-6-

106

Total for most recent 4 quarters $____________

C. Ratio of A to total of B (expressed as a percentage) ____________%

A must equal or exceed 200% of total of B

12. Section 9.7. Total Liabilities to Consolidated Cash Flow

A. Consolidated Total Liabilities per balance sheet $____________

B. Consolidated Cash Flow
(from Item 8.A above adjusted to annualize assets owned for $____________
partial period)

C. Ratio of A to B ____________

Such ratio shall not exceed 5 to 1

13. Section 9.8. Real Estate Assets.

A. Modified Book Asset Value of hotels/resorts
$____________

B. Modified Book Asset Value of behavioral healthcare
facilities $____________

C. Modified Book Asset Value of Class A Office
Buildings $____________

D. Modified Book Asset Value of non-income
producing land assets or
mortgages secured by non-income
producing land valued at cost $____________

E. Consolidated Total Asset Value after one-time
market adjustment and adjustment for real estate
depreciation since date of IPO $____________
(from Item 10.B above)

Total $___________

F. Ratio of A to E ____________
(may not exceed .20 to 1)

G. Ratio of B to E ____________
(may not exceed .20 to 1)

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107

H. Ratio of C to E ____________
(may not be less than .55 to 1 for quarters
ending on or before December 31, 1997,
and may not be less than.60 to 1 thereafter)

I. Ratio of D to E ____________
(may not exceed .10 to 1 for quarters
ending on or before December 31, 1997,
and may not exceed.05 to 1 thereafter)

14. Section 9.10. CBHS.

A. Consolidated Cash Flow for CBHS for
previous 4 quarters $____________

B. Rent Payments for previous 4 quarters $____________

C. Ratio of A to B (expressed as percentage) $____________
(A must equal or exceed 200% of B)

D. Required Behavioral Healthcare Facilities Capital
Expenditures for previous 4 quarters $____________

E. Ratio of A to sum of B and D (expressed
as percentage) $____________
(A must equal or exceed 175% of B plus D)

15. Section 9.11. Unencumbered Operating Properties.

A. Asset Value of Unencumbered Operating
Properties (Attached Schedule of
Unencumbered Operating Properties and
Asset Value of each) $_____________

B. Unsecured Indebtedness of Borrower $_____________

C. A is ___% of B
(A may not be less than 150% of B)

-8-

108

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
____________, 199___.

CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership,
by its sole general partner

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation

By:
------------------------------
Chief Financial or
Chief Accounting Officer

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109

SCHEDULE 1

BANKS AND COMMITMENTS

Name and Address Commitment Commitment Percentage
---------------- ---------- ---------------------

BankBoston, N.A. $150,000,000.00 33.333333%
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Real Estate Division

Eurodollar Lending Office
Same as above

Bankers Trust Company $ 50,000,000.00 11.111111%
000 Xxxx Xxxxxx , 00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxx

Eurodollar Lending Office
Same as above

Guaranty Federal Bank, F.S.B. $ 42,500,000.00 9.444444%
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxxx

Eurodollar Lending Office
Same as above

NationsBank of Texas, N.A. $ 40,000,000.00 8.888889%
000 Xxxx Xxxxxx
XxxxxxxXxxx Xxxxx
00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Real Estate Administration

Eurodollar Lending Office
Same as above

Comerica Bank-Texas $ 30,000,000.00 6.666667%
0000 Xxx Xxxxxx
Thanksgiving Tower, 2nd Floor
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxx

Eurodollar Lending Office
Same as above

Societe Generale, Southwest Agency $ 30,000,000.00 6.666667%
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxx

110

Eurodollar Lending Office
Same as above

The Bank of Nova Scotia acting through its $ 25,000,000.00 5.555556%
San Francisco Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: X. Xxxxxx

Eurodollar Lending Office
Same as above

Texas Commerce Bank National $ 25,000,000.00 5.555556%
Association
0000 Xxxx Xxxxxx
0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxxxx

Eurodollar Lending Office
Same as above

Commerzbank AG, Atlanta Agency $ 22,500,000.00 5.0%
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxx

Eurodollar Lending Office
Same as above

First American Bank Texas, S.S.B. $ 20,000,000.00 4.444444%
00000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxxx

Eurodollar Lending Office
Same as above

Kredietbank N.V. $ 15,000,000.00 3.333333%
0 Xxxxxxx Xxxxx
Xxxxx 0000
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Kojo Asakura

Eurodollar Lending Office
Same as above

_____________ ____________
$450,000,000.00 100.0%

Percentages may not equal 100% due to rounding.

111
SCHEDULE 6.3

TITLE TO PROPERTIES

NO CHANGES TO REFLECT

112
SCHEDULE 6.7

LITIGATION

113
SCHEDULE 6.18

SUBSIDIARIES OF THE BORROWER

114
SCHEDULE 8.1(h)

EXISTING INDEBTEDNESS

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EXHIBIT 10.29 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED SEPTEMBER 22, 1997

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