CONSTRUCTION LOAN AGREEMENT

Foundry Park I

Richmond, Virginia

CONSTRUCTION LOAN AGREEMENT

made as of August 7, 2007

by

FOUNDRY PARK I, LLC,

a Virginia limited liability company

and

NEWMARKET CORPORATION,

a Virginia corporation

as the Guarantor

and

SUNTRUST BANK,

a Georgia banking corporation

individually and as Administrative Agent and Joint-Lead Arranger

for itself and the Lenders,

and

LASALLE BANK NATIONAL ASSOCIATION,

individually and as Joint-Lead Arranger

AND

PNC BANK, NATIONAL ASSOCIATION,

individually and as Documentation Agent

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS *

• • • 1.1 Defined Terms *

      1.2 Use of Defined Terms *

      1.3 Incorporation of Recitals *

      1.4 Incorporation of Exhibits *

ARTICLE 2 TERMS OF THE LOAN AND DOCUMENTS *

• • • 2.1 Agreement to Borrow and Lend *

      2.2 Advances *

      2.3 Loan Documents *

      2.4 Term of the Loan *

      2.5 Rates Applicable After Default *

      2.6 Method of Payment and Late Fee; Payments Generally; Pro Rata Treatment; Sharing of Set-offs *

      2.7 Notes *

      2.8 Interest Payment Dates; Interest and Fee Basis *

      2.9 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions *

      2.10 Lending Installations *

      2.11 Non-Receipt of Funds by the Administrative Agent *

ARTICLE 3 CHANGE IN CIRCUMSTANCES *

• • • 3.1 Yield Protection *

      3.2 Changes in Capital Adequacy Regulations *

      3.3 Taxes *

ARTICLE 4 LOAN EXPENSES, FEES & ADVANCES; SECURITY OF DEED OF TRUST *

• • • 4.1 Loan Expenses *

      4.2 Time of Payment of Fees *

      4.3 Expenses and Advances Secured by Loan Documents *

ARTICLE 5 REPRESENTATIONS AND WARRANTIES *

• • • 5.1 Representations and Warranties of the Borrower *

      5.2 Survival of Representations and Warranties *

ARTICLE 6 REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN *

• • • 6.1 Loan Opening Conditions. *

ARTICLE 7 CONSTRUCTION PAYOUT REQUIREMENTS PRECEDENT *

• • • 7.1 Required Documents *

      7.2 Administrative Agent's Verification of Subcontracts *

ARTICLE 8 BUDGET AND CONTINGENCY FUND *

• • • 8.1 Budget *

      8.2 Budget Line Items *

      8.3 Contingency *

ARTICLE 9 LOAN BALANCING *

ARTICLE 10 LENDERS' OBLIGATIONS TO DISBURSE PROCEEDS OF LOAN *

• • • 10.1 Loan Opening *

      10.2 Conditions to Disbursement After Loan Opening *

      10.3 Notice to Lenders of New Advances. *

      10.4 Optional Method for Payment of Interest *

ARTICLE 11 CONSTRUCTION PAYOUT REQUIREMENTS WITH RESPECT TO ALL DISBURSEMENTS *

• • • 11.1 Applicability of Sections *

      11.2 Documents to be Furnished for Each Disbursement *

      11.3 Administrative Agent's Right to Employ Lenders' Inspecting Architect *

      11.4 Retainages *

      11.5 Payments Directly to Contractors and Subcontractors *

      11.6 Disbursement for Offsite Materials *

      11.7 Conditions For Disbursements for Stored Materials *

ARTICLE 12 BORROWER'S AGREEMENTS *

ARTICLE 13 DAMAGE AND CONDEMNATION *

• • • 13.1 Application of Insurance Proceeds *

      13.2 Borrower's Obligation to Rebuild and Use of Proceeds Therefor *

      13.3 Condemnation. *

ARTICLE 14 FINAL DISBURSEMENT *

• • • 14.1 Final Disbursement *

ARTICLE 15 THE ADMINISTRATIVE AGENT AND THE LENDERS *

• • • 15.1 Appointment *

      15.2 Powers *

      15.3 General Immunity *

      15.4 No Responsibility for Loans, Recitals, Etc *

      15.5 Action on Instructions of Lenders *

      15.6 Employment of Agents and Counsel *

      15.7 Reliance on Documents; Counsel *

      15.8 Reimbursement and Indemnification *

      15.9 Rights as a Lender *

      15.10 Lender Credit Decision *

      15.11 Administrative Agent *

      15.12 Lender Appointment *

      15.13 Payments Received *

      15.14 Documents *

      15.15 Authority *

      15.16 Borrower Default *

      15.17 Acquisition of the Project *

      15.18 Standard of Care *

      15.19 Lender Default *

      15.20 Receipt and Maintenance of Documents *

      15.21 No Representations *

      15.22 No Relation *

      15.23 Joint-Lead Arrangers and Documentation Agents. *

ARTICLE 16 BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS *

• • • 16.1 Successors and Assigns *

      16.2 Participations *

      16.3 Assignments *

      16.4 Dissemination of Information *

      16.5 Prohibition of Assignments by the Borrower *

      16.6 Prohibition of Transfers of Interests in the Borrower *

      16.7 Prohibition of Transfers in Violation of ERISA *

ARTICLE 17 EVENTS OF DEFAULT *

ARTICLE 18 LENDERS' REMEDIES IN EVENT OF DEFAULT *

• • • 18.1 Remedies Conferred Upon Lenders *

      18.2 Non-Waiver of Remedies *

ARTICLE 19 GENERAL PROVISIONS *

• • • 19.1 Captions *

      19.2 Merger *

      19.3 Modification of Agreement *

      19.4 Notices *

      19.5 Expenses; Indemnification *

      19.6 Governing Law *

      19.7 Reimbursement for Loan Expenses *

      19.8 Acquiescence Not to Constitute Waiver of Lender's Requirements *

      19.9 Disclaimer by Lenders *

      19.10 Right of Lenders to Make Advances to Cure the Borrower's Defaults *

      19.11 Definitions Include Amendments *

      19.12 Time Is of the Essence *

      19.13 Execution in Counterparts *

      19.14 Jurisdiction *

      19.15 Taxes *

      19.16 Severability *

      19.17 Waiver of Jury Trial *

      19.18 Confidentiality *

      19.19 Set-Off. *

      19.20 Survival *

      19.21 Interest Rate Limitation *

      19.22 Patriot Act *

      19.23 Release for Project *

EXHIBITS

A - LEGAL DESCRIPTION OF LAND

B - PERMITTED EXCEPTIONS

C - FORMS OF NOTES

D - FORM OF SURVEYOR'S CERTIFICATION

E - FORM OF ARCHITECT'S CERTIFICATE

F - BUDGET

G - BORROWER'S REQUISITION CERTIFICATE

Foundry Park I

Richmond, Virginia

CONSTRUCTION LOAN AGREEMENT

THIS CONSTRUCTION LOAN AGREEMENT ("Agreement") is made as of this 7 ^th day of August, 2007, by FOUNDRY PARK I, LLC , a Virginia limited liability company ("Borrower"), which has its principal place of business at 330 South Fourth Street, Richmond, Virginia 23219; SUNTRUST BANK , a Georgia banking corporation, individually ("SunTrust"), and as administrative agent ("Administrative Agent") for itself and the Lenders (as hereinafter defined), which has an office at Real Estate Finance Group, 919 East Main Street, 8 ^th Floor, Richmond, Virginia 23219; and the other Lenders that are parties hereto.

RECITALS

A. The Borrower is the owner of approximately 3.155 acres of land located off of South 7 ^th Street and Tredegar Street in the City of Richmond, Virginia (the "Land"). The Borrower intends to construct an approximately 307,170 square foot office building with approximately 1,050 parking spaces and related amenities and improvements (the "Improvements") in accordance with the "Plans and Specifications" (as hereinafter defined). The Land and the Improvements are collectively referred to as the "Project". The Project will be leased to MeadWestvaco Corporation to be used as MeadWestvaco's corporate headquarters.

B. The Borrower has requested that Lenders make the Loan (as defined hereinafter) with the proceeds of the Loan being used to construct the Project.

C. Lenders are willing to make the Loan on the terms and conditions hereinafter set forth.

AGREEMENT

In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms . The following terms as used herein shall have the following meanings:

Advance : means a borrowing under the Loan.

Advance Date : means the date on which an Advance of Loan proceeds requested by the Borrower hereunder is funded.

Affiliate : of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

Agent : means the Administrative Agent.

Agreement : means this Construction Loan Agreement, as originally executed or as may be hereafter supplemented or amended from time to time in writing.

AIA Draw Forms : mean the AIA Form G702 Application and Certificate for Payment and the AIA Form G703 Continuation Sheet, which are completed by the General Contractor and executed by the Borrower, the General Contractor and the Architect.

Appraisal : means a FIRREA compliant appraisal of the Project in form and substance satisfactory to the Lenders and prepared by an MAI appraiser selected by the Administrative Agent.

Architect : means MSTSD, Inc., or such other architect performing on behalf of the Borrower, which is acceptable to the Administrative Agent in its reasonable discretion.

Architectural and Engineering Documents : mean all of the documents assigned to Administrative Agent, for the benefit of the Administrative Agent and the Lenders, pursuant to the Assignment of Agreements, Contracts and Permits made by the Borrower and the Administrative Agent, including, without limitation, (i) all agreements between the Borrower and the Architect; (ii) all agreements between the Borrower and the General Contractor; (iii) all agreements between the Borrower and any civil engineer; (iv) all agreements between the Borrower and any structural engineer; (v) all agreements between the Borrower and any mechanical/electrical engineer; (vi) all agreements between the Borrower and any soil engineer or environmental consultant; (vii) the Plans and Specifications relating to the Project; and (viii) all other work product, studies, plans, drawings, reports and written material generated under or as a result of or prepared in connection with any of the agreements described above.

Assignments of Agreements, Contracts and Permits : means a collateral assignment by the Borrower of all reciprocal easement agreements and related supplemental agreements affecting or benefiting the Project, any management agreements, consulting agreements, utility agreements, public service agreements, construction contracts, architects' and engineers' agreements, sales contracts and all development rights, land use permits, construction and building permits and related governmental rights with respect to the Project, together with all consents from other parties to, or issuing such, agreements, contracts, rights or permits as the Administrative Agent may reasonably require.

Assignments of Leases and Rents : means Assignment of the MeadWestvaco Lease and the rents therefrom and all rights and remedies associated therewith, as well as any other lease or occupancy agreement of or respecting any portion of the Project.

Borrower's Requisition Certificate : means a written request from the Borrower in the form attached as Exhibit G to this Agreement, or on such other form that may be promulgated by the Administrative Agent from time to time, stating, among other things, the amount of the Advance requested by the Borrower and certifying that no Event of Default and no Default exists as of such date.

Borrowing Date : means the date specified in a notice from the Administrative Agent to the Lenders on which the Administrative Agent plans to fund an Advance.

Budget : means the budget for construction of the Project as attached hereto as Exhibit F , as revised from time to time with the prior written approval of the Administrative Agent or in accordance with the terms of this Agreement. The Budget shall appropriately differentiate costs which are Finalized as defined below and the costs which are not Finalized. The Budget shall be finally determined and all costs shall be Finalized and approved by the Lenders and the Lenders' Inspecting Architect on or before July 1, 2008.

Business Day : means (i) any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia and the Commonwealth of Virginia are authorized or required by law to close and (ii) if such day relates to an Advance of, a payment or prepayment of principal or interest on, a LIBOR Advance or a notice with respect to any of the foregoing, and with respect to Interest Periods applicable to the LIBOR Rate, any day on which dealings in Dollars are carried on in the London interbank market.

Change Order : means any amendments or modifications to the Plans and Specifications, the General Contract or other construction contracts to which the Borrower is directly a party. Change Orders are more particularly discussed in Section 8.1 of this Agreement and in other provisions of this Agreement.

Code : means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

Commitment : means the obligation of each Lender, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties herein, to make disbursements of the Loan not exceeding in the aggregate amount set forth opposite its signature below or in any subsequent amendment hereof.

Condemnation: means a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of the Project, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Project or any part thereof.

Construction : The demolition, excavation, grading, site preparation, foundation work, and/or construction (including, without limitation, all finish work, HVAC work, cabling and tenant finish work), as the case may be, of the Project.

Construction Documents : mean all of the documents assigned to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, pursuant to the Assignment of Agreements, Contracts and Permits, including (i) the General Contract, (ii) all contracts and subcontracts entered into by the Borrower or the General Contractor in connection with the Construction, (iii) all guarantees, warranties and undertakings under the General Contract and all other contracts and subcontracts, (iv) permits, including building permits, zoning approvals and special use permits, if any; and (v) licenses and trade names, trademarks and logos used in connection, development and operation of the Project.

Construction Schedule : means the Construction Schedule described in Section 7.1(g) of this Agreement.

Contingency : means the line item in the Budget described in Section 8.3 of this Agreement providing a contingency amount covering hard costs, soft costs and tenant improvement costs.

Controlled Group : means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or a Guarantor or any of their respective Subsidiaries or Affiliates, are treated as a single employer under Section 414(b) or (c) of the Code.

Deed of Trust : means a first priority deed of trust encumbering the Project from the Borrower, in form satisfactory to the Administrative Agent, as originally executed or as may be hereafter supplemented or amended from time to time in writing, which shall secure all obligations of the Borrower under the Loan Documents including Rate Management Obligations, on a pari passu basis.

Default : means any event which, if it were to continue uncured, would, with notice or lapse of time or both, constitute an Event of Default (as such term is defined in Article 17 of this Agreement).

Default Rate : means a rate per annum equal to the Interest Rate plus 4.0% changing when and as the Interest Rate changes.

Dollar(s) and the sign $ : mean lawful money of the United States of America.

Environmental Survey : means Environmental Surveys, including, but not limited to, a Phase I Environmental Report, in form and substance satisfactory to the Administrative Agent prepared by a qualified environmental consultant satisfactory to the Administrative Agent. The Environmental Survey shall, at a minimum, disclose any existing or potential Hazardous Material contamination, and physical conditions that may result in such contamination, at the Project, in accordance with standard industry practice.

Equity Requirement: means the requirement that Borrower shall contribute equity to the Project as follows: (1) the Borrower shall receive a credit towards its equity requirement for its contribution of the Land upon which the Project shall be constructed in an amount equal to $11,500,000.00; (2) the Borrower shall contribute $3,310,811.00 cash at the initial closing to be used towards the payment of the costs to be funded at the initial closing; and (3) the Borrower shall contribute $515,000.00 cash each month during the first eighteen (18) months of the Loan to fund a portion of the Project Costs.

ERISA : means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.

Event of Default : has the meaning set forth in Article 17 hereof.

Excluded Taxes : mean, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it.

Federal Funds Rate : means, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 ^th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

Fees : mean all fees payable to the Lenders by the Borrower hereunder or under any separate agreement between the parties.

Finalized : means as to any line item in the Budget a cost for which (i) a construction contract providing for a guaranteed maximum price or a lump sum fixed price for the work to which the cost is attributed has been approved by the Administrative Agent and executed by the General Contractor and is in full force and effect; (ii) the plans and specifications for the work have been issued by the Architect and approved by the Administrative Agent and Lenders' Inspecting Architect; (iii) the cost attributed to such work has been reviewed and certified by the Architect and approved by the Administrative Agent and Lenders' Inspecting Architect; and (iv) all permits requisite to the lawful performance of such work have been issued by the appropriate Governmental Authority.

Financial Contracts : mean (i) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics or (ii) any Rate Management Transaction.

FIRREA : means the Federal Financial and Institutional Reform, Recovery and Enforcement Act of 1989, as amended.

GAAP : means generally accepted accounting principles in the United States of America as in effect from time to time, applied in a manner consistent with that used in preparing the prior financial statements of the Borrower or the Guarantor.

General Contract : means the applicable guaranteed maximum price general contract for the Construction of the Project, as the case may be, between the Borrower and the General Contractor for a "Guaranteed Maximum Price." At Loan Opening, the General Contract will be on a "cost of the work plus fee" basis to be converted to a guaranteed maximum price contract (AIA document A111 with General Conditions) once all Plans and Specifications have been finalized. The final General Contract must be executed by the Borrower and the General Contractor and approved by the Administrative Agent and the Lenders' Inspecting Architect on or before July 1, 2008.

General Contractor : means Whiting-Turner Contracting Company, or another general contractor for the Construction acceptable to the Required Lenders in their sole discretion.

Governmental Approvals : The meaning set forth in Section 5.1(k) of this Agreement.

Governmental Authority : means any Federal, state, county or municipal government (including the City of Richmond, Virginia), or political subdivision thereof, any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility.

Guarantee Obligation : means as to any Person (the " guaranteeing person "), any obligation made by the guaranteeing person, guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the " primary obligations ") of any other Person (the " primary obligor ") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (iv) to reimburse, indemnify or otherwise protect any other Person for any advance of funds, issuance of a letter of credit or undertaking of other obligations by such Person for the benefit of the primary obligor, or (v) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided that, in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Administrative Agent.

Guarantor : means NewMarket Corporation, a Virginia corporation, the indirect owner of 100% of the membership interests of the Borrower.

Guaranty : means the unconditional guaranty executed by the Guarantor and referred to in Section 2.3(d) of this Agreement, as originally executed or as may be hereafter supplemented or amended from time to time in writing.

Hazardous Material : means (i) Any "hazardous substance" defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. Section 9601(14) as may be amended from time to time, or any so-called "superfund" or "superlien" law, including the judicial interpretation thereof; (ii) Any "pollutant or contaminant" as defined in 42 U.S.C.A. Section 9601(33) as amended from time to time; (iii) Any material now defined as "hazardous waste" pursuant to 40 C.F.R. Part 260 as amended from time to time; (iv) Any petroleum, including crude oil or any fraction thereof; (v) Natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (vi) Any "hazardous chemical" as defined pursuant to 29 C.F.R. Part 1910 as amended from time to time; and (vii) Any other substance, regardless of physical form, that is subject to any other Law or other past, present or future requirement of Governmental Authority regulating, relating to, or imposing obligations, liability, or standards of conduct concerning the protection of human health, plant life, animal life, natural resources, property or the reasonable enjoyment of life or property from the presence in the environment of any solid, liquid, gas or odor of such substance, from whatever source.

Indebtedness : means for any Person, at any date, such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by any voluntary lien (excluding, e.g., mechanics' or materialmen's liens and excluding liens for real estate taxes on the Property) or payable out of the proceeds or production from any property now or hereafter owned or acquired by such Person (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), (iv) obligations which are evidenced by a note, bond, debenture or similar instrument, (v) all obligations of such Person under leases which constitute capital leases under GAAP, (vi) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (vii) all Guarantee Obligations of such Person, (viii) all reimbursement obligations of such Person for letters of credit and other contingent liabilities, (ix) Net Mark-to-Market Exposure under Rate Management Transactions and other Financial Contracts, and (x) Rate Management Obligations.

Indemnity Agreement : means the environmental indemnity agreement of even date herewith, made by the Borrower and the Guarantor, collectively, as indemnitors, to the Administrative Agent for the benefit of the Lenders.

Interest Period: means a period of one (1) month beginning on the first day of the first calendar month next succeeding the calendar month in which the Loan Opening Date occurs, and each succeeding one-month period, provided, however, (i) if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended through the next succeeding day which is a Business Day, unless such Business Day falls in another calendar month, in which event the Interest Period shall end on the next preceding Business Day, (ii) no Interest Period shall extend beyond the Maturity Date, and (iii) the first Interest Period shall begin on the Loan Opening Date and end on the last day of the calendar month in which the Loan Opening Date occurs.

Interest Rate : means the LIBOR Rate, plus the LIBOR Applicable Margin. The Interest Rate shall be adjusted on the first business day of each month. Adjustments to the Interest Rate shall be effective as of the first calendar day of each month. Interest will be calculated on the actual number of days elapsed over a year of 360 days. Upon the occurrence of an Event of Default the Interest Rate, at the election of the Administrative Agent, may be increased to the Default Rate.

Land : means the land referred to in Recital A of this Agreement which is legally described in Exhibit A hereto.

Laws : mean collectively, all Federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority in the applicable jurisdiction.

Lease : means a fully executed lease with respect to a portion of the Project.

Lenders : mean the lending institutions listed on the signature pages of this Agreement and each of their respective successors and permitted assigns. The initial Lenders are SunTrust Bank, PNC Bank, National Association and LaSalle Bank National Association

Lenders' Inspecting Architect : means Newbanks, or such other inspecting architect as may be selected by the Administrative Agent and approved by the Required Lenders.

Lending Installation : means any office, branch, Subsidiary or Affiliate of a Lender.

LIBOR Applicable Margin : means 1.40%.

LIBOR Determination Date : means the date of the closing of the Loan, and the first Business Day of each calendar month thereafter.

LIBOR Rate : means that rate per annum effective on any LIBOR Determination Date which is equal to the quotient of:

• • • • (i) the rate per annum equal to the offered rate for deposits in U.S. Dollars for a one (1) month period, which rate appears on that page of Bloomberg reporting service, or such similar service as determined by the Administrative Agent, that displays British Bankers' Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two (2) Business Days prior to the LIBOR Determination Date; provided , that if no such offered rate appears on such page, the rate used for such period will be the per annum rate of interest determined by the Administrative Agent to be the rate at which U.S. Dollar deposits for such period, are offered to the Administrative Agent in the London Inter-Bank Market as of 11:00 A.M. (London, England time), on the day which is two (2) Business Days prior to the LIBOR Determination Date, divided by

        (ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day to which the Administrative Agent or any Lender is subject with respect to any LIBOR based loan pursuant to regulations issued by the Board of Governors of the Federal Reserve System with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities" under Regulation D). This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage.

Loan : means the maximum aggregate amount of the Loan made by the Lenders to the Borrower pursuant to this Agreement, being in a maximum principal amount equal to the lesser of: (1) $116,000,000.00; or (2) 85% of approved Project Cost. Pursuant to the appraisal prepared by Axial Advisory Group, LLC, dated April 24, 2007, which has been reviewed and accepted by the Lenders, the loan to value at closing will be 74%.

Loan Documents : mean this Agreement, the Notes, the Security Documents, the Guaranty, the Indemnity Agreement, the Subsidiary Guaranty and all the documents given to the Administrative Agent or the Lenders from time to time to evidence, guarantee or secure the Loan, as the same may be supplemented, amended or modified from time to time.

Loan Opening or Opening of the Loan : means the first disbursement of Loan proceeds.

Loan Opening Date : means the date of the Loan Opening and the date on which the Borrower has satisfied the conditions set forth in this Agreement.

Maintenance, Management, Service, and Other Documents : means all of the documents assigned to the Administrative Agent for the benefit of the Administrative Agent and the Lenders pursuant to the Assignments of Agreements, Contracts and Permits made by the Borrower for the benefit of the Administrative Agent, including all management, maintenance and service contracts or agreements, all consulting agreements, and all brokerage agreements with any leasing agents, relating to the use and operation of the Project, and all interest rate hedging products.

Maturity Date : means, with respect to the Loan, the earlier of (i) the third anniversary of the date of the Notes or (ii) the date on which the principal amount of all outstanding Loans have been declared or automatically have become due and payable (whether by acceleration or otherwise).

MeadWestvaco Lease: means the fully executed lease between the Borrower, as landlord, and MeadWestvaco Corporation, as tenant, for 100% of the leasable space of the Project. The MeadWestvaco Lease shall be satisfactory in form and substance in all respects to the Administrative Agent.

Multiemployer Plan : means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions and which is a "Multiemployer Plan" as defined in Section 3(37) of ERISA.

Net Mark-to-Market Exposure : means, as of any date of determination for any reason, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. "Unrealized losses" means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and "unrealized profits" means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

NewMarket Subsidiaries: means the Subsidiaries of NewMarket which, pursuant to the Revolving Credit Agreement, have executed or shall hereafter become obliged to execute the Second Amended and Restated Guaranty delivered in connection with the Revolving Credit Agreement.

Notes : mean the promissory notes described in Section 2.3(a) of this Agreement, as originally executed or as may be hereafter replaced, restated, supplemented or amended from time to time in writing.

Obligations : mean all unpaid principal of and accrued and unpaid interest on the Notes, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations (including, but not limited to, any Rate Management Obligations) of the Borrower to the Lenders or to any Lender, the Administrative Agent, or any indemnified party under this Agreement or under the other Loan Documents.

Other Taxes : mean any present or future stamp or documentary taxes or recordation taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note.

Payment Date : means the first day of each calendar month.

Percentage : means with respect to each Lender, the applicable percentage of the Loan represented by such Lender's then-current Commitment.

Permitted Exceptions : mean those matters listed in Exhibit B hereto to which the interest of the Borrower in the Project may be subject at the Loan Opening Date and thereafter and any such other title exceptions or objections, if any, as the Administrative Agent, or its counsel, may reasonably approve in advance in writing.

Person : means an individual, corporation, a limited or general partnership, an association, a joint venture, a limited liability company or any other entity or organization, including a governmental or political subdivision or an agent or instrumentality thereof.

Plan : means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

Plans and Specifications : mean plans and specifications prepared by the Architect referred to in Section 7.1(e) of this Agreement, as approved by the Administrative Agent, as such plans and specifications may be amended from time to time (but only with the prior written approval of the Administrative Agent, which such approval shall not be unreasonably withheld, or otherwise in accordance with this Agreement), including any working or shop drawings made in furtherance of the plans and specifications. The Plans and Specifications will initially be prepared for phases of the Project but no work shall be commenced on and no Advance shall be made with respect to any phase of the Project until the Plans and Specifications for such phase shall be issued by the architect, approved by the Lenders' Inspecting Architect and all costs attributable to such phase of the Project have been Finalized. The final Plans and Specifications for the Project, including each and every phase thereof, shall be issued by the Architect and approved by the Administrative Agent and Lenders' Inspecting Architect on or before April 1, 2008.

Primary Operating Account: means any deposit account or controlled disbursement account on which the Borrower draws to pay all or substantially all of its operating expenses.

Principal: means Principal Commercial Funding II, LLC, the lender providing the prospective permanent "take-out" financing pursuant to the Principal Application or its affiliates or assigns approved by Administrative Agent.

Principal Application: means the Application dated February 26, 2007 made by the Borrower and Principal for permanent financing of approximately $116,000,000 together with the associated Rate Lock Agreement dated February 26, 2007 also made by the Borrower and Principal.

Project: shall have the meaning as set forth in Recital A of this Agreement.

Project Cost: means the total cost of constructing, fitting-out and equipping the Project as set forth in the Budget.

Rate Management Account: means an account maintained by the Administrative Agent into which all funds payable to or earned by the Borrower on account of any Rate Management Transaction shall be deposited and maintained. Until the Loan is irrevocably paid in full, the funds in the Rate Management Account shall be used only as provided herein, and Borrower shall not withdraw any funds from, the Rate Management Account except as provided in this Agreement. No interest shall accrue on the Rate Management Account.

Rate Management Obligations : means any and all obligations of a Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transaction.

Rate Management Requirement: means the requirement that Borrower, at Borrower's cost and expense, enter into a Rate Management Transaction affording interest rate risk protection acceptable to the Administrative Agent for at least eighty-five percent (85%) of the principal of the Loan.

Rate Management Transaction : means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and the Lenders or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures. The Lenders shall participate in each Rate Management Transaction in accordance with their respective percentages.

Real Estate : means that portion of the Project constituting real property.

Reportable Event : means a reportable event as defined in Section 4043(c) (but not (c) (a) or (ii)) of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the Pension Benefit Guaranty Corporation ("PBGC") by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

Required Lenders : mean Lenders holding Percentages which aggregate at least sixty percent (60%).

Revolving Credit Agreement shall have the meaning provided in Article 12(n) of this Agreement.

Scheduled Commencement Date: means May 1, 2007.

Scheduled Completion Date : means the date which is thirty two (32) months following the Scheduled Commencement Date, except that the applicable Scheduled Completion Date for the Project may be extended by the period of any Unavoidable Delays; provided, however, such extended period shall not exceed thirty (30) days due to any one instance of Unavoidable Delay or ninety (90) days due to all Unavoidable Delays in the aggregate.

Security Documents : mean:

• • • • • • • (a) the Deed of Trust;

              (b) the Guaranty

          (c) the Subsidiary Guaranty

          • • (d) the Assignment of Agreements, Contracts and Permits;

              (e) the Assignment of Leases and Rents;

          (f) the Indemnity Agreement;

(g) the Estoppel Certificate and the Subordination, Non-Disturbance and Attornment Agreement executed by the Tenant;

(h) Financing Statements perfecting the security interest of the Lenders in all of the Borrower's interest in the fixtures which are a part of the Project and all personal property owned by the Borrower and located on or in the Project and/or necessary or useful in the operation of the Project or otherwise associated with or arising from the Project;

(i) the security agreement satisfactory to the Administrative Agent which may be combined with the Deed of Trust.

(j) all payment and performance bonds relating to the Project; and

(k) all estoppels, undertaking, consents, certificates, opinions, acknowledgements and other documentation executed in connection with the creation and perfection of the Lenders' security interest or otherwise required to be delivered to Lender in connection with the Loan, including, without limitation, a comfort letter from Principal acknowledging that the Principal Application has been fully executed, is in full force and effect and no default exists under the Principal Application and no reason exists to terminate the Principal Application; consent by Principal to the assignment by the Borrower to the Lenders of the Principal Application; and the agreement by Principal to deliver to the Administrative Agent copies of all notices and correspondence to the Borrower respecting the Principal Application (Administrative Agent may require reissuance of such comfort letter from time to time).

Single Employer Plan : means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.

Single Purpose Entity: means a Person, other than an individual, estate or unincorporated association, which is formed or organized solely to own and construct the Project, or to be the Borrower hereunder, and does not engage in any business unrelated to the foregoing, does not have any assets other than its interest in the Project, or any Indebtedness other than the Loan, and as permitted by this Agreement or the other Loan Documents, and holds itself out as being a Person separate and apart from any other Person.

Soil Report : The meaning set forth in Section 6.1(b)(9) of this Agreement.

Subsidiary : of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so directly or indirectly owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

Subsidiary Guaranty: means the unconditional guaranty executed by each of the NewMarket Subsidiaries by which the NewMarket Subsidiaries, jointly and severally, guaranty the payment and performance by NewMarket of its obligations under the Guaranty, the Indemnity Agreement and other Loan Documents.

Taxes : mean any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

Tenant: means MeadWestvaco, a Delaware corporation.

Title Insurer : means Lawyers Title Insurance Corporation, or such other title insurance company licensed in the Commonwealth of Virginia as may be approved by the Administrative Agent in connection with the Loan.

Title Policy : means an ALTA lender's title insurance policy, as more fully described in Section 6.1(b)(1) of this Agreement.

Transferee : is defined in Section 16.4 .

Unavoidable Delays : mean any delays due to strikes, acts of God, adverse weather conditions beyond normally anticipated weather conditions, or other matters beyond the reasonable control of the Borrower. The time period used to calculate the number of days of such delay shall be the number of days of the actual delay unless the Borrower fails to give notice of any such delay to the Administrative Agent within ten (10) days after the Borrower obtains actual knowledge of the initial occurrence of the event resulting in such delay, in which case the time period used to calculate the number of days of such delay shall be the period from the date such notice of the delay is given to the Administrative Agent through the final day of such actual delay, and further provided, however, in no event shall an Unavoidable Delay include lack of or inability to procure moneys to fulfill the Borrower's obligations under this Agreement.

1.2 Use of Defined Terms . Defined terms may be used in the singular or the plural. When used in the singular preceded by "a", "an", or "any", such term shall be taken to indicate one or more members of the relevant class. When used in the plural, such term shall be taken to indicate all members of the relevant class.

1.3 Incorporation of Recitals . The Recitals appearing at the beginning of this Agreement are incorporated herein and expressly made a part hereof.

1.4 Incorporation of Exhibits . All Exhibits hereto are incorporated herein and expressly made a part hereof.

• • ARTICLE 2

    TERMS OF THE LOAN AND DOCUMENTS

2.1 Agreement to Borrow and Lend . Subject to all of the terms, provisions and conditions set forth in this Agreement, the Lenders agree to make and the Borrower agrees to accept the Loan described in the Recitals of this Agreement. Each Lender shall fund its Percentage of each disbursement of the proceeds of the Loan and no Lender will be required to fund any amount which when aggregated with amounts previously disbursed by such Lender would exceed such Lender's then-current Commitment. The obligation of each Lender to fund its Percentage of such disbursement shall be several and not joint. The Loan is not a revolving credit facility and the Borrower shall not have the right to reborrow any disbursements of the Loan repaid by the Borrower.

2.2 Advances . The Advances shall bear interest at the Interest Rate then in effect from the date of the Advance until adjusted . The Interest Rate shall be adjusted on the first day of each Interest Period and on any date upon which an Event of Default shall occur.

2.3 Loan Documents . In consideration of the Lenders' entry into this Agreement and the Lenders' agreement to make the Loan, the Borrower agrees that it will, in sufficient time for review prior to the Loan Opening Date, execute (and acknowledge, as appropriate) and deliver or cause to be executed and delivered to the Administrative Agent with a copy for each Lender the following documents and instruments in form and substance acceptable to the Administrative Agent:

(a) The Notes (each, a "Note") from the Borrower payable to the order of each Lender, each in the form attached as Exhibit C hereto;

(b) The Security Documents;

(c) Consents to the Assignments of Agreements, Contracts, and Permits and Undertakings from the General Contractor, the Architect, the Borrower's engineer and such other parties as may be designated by Administrative Agent;

(d) Guaranty from the Guarantor and, the Subsidiary Guaranty executed by the NewMarket Subsidiaries;

(e) Indemnity Agreement from the Borrower and Guarantor;

(f) Such other papers and documents as may be required by this Agreement or as the Administrative Agent may require.

2.4 Term of the Loan . The unpaid principal balance, all accrued and unpaid interest and all other sums due and payable under the Notes or other Loan Documents, if not sooner paid, shall be paid in full on the Maturity Date.

2.5 Rates Applicable After Default . Notwithstanding anything to the contrary contained in Section 2.2 from the date upon which an Event of Default occurs and is continuing, the Administrative Agent shall, by notice to the Borrower, declare that the Interest Rate shall be equal to the Default Rate .

2.6 Method of Payment and Late Fee ; Payments Generally; Pro Rata Treatment; Sharing of Set-offs. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of taxes, to the Administrative Agent at the Administrative Agent's address specified in Section 19.4 , or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 2 P.M. (Richmond, Virginia time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. If any payment of principal or interest is not received by Administrative Agent within seven (7) days following its due date, the Borrower shall upon demand by Administrative Agent pay a one time late fee for each such late payment to Administrative Agent for the ratable benefit of the Lenders equal to 5% of such amount. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered by the Administrative Agent to such Lender in accordance with Section 15.13 hereof at its address specified on its signature page hereto or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. All payments hereunder shall be made in Dollars.

2.6.1 If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the Lenders entitled thereto in accordance with the amounts of interest and fees then due to the Lenders, (ii) second, all Rate Management Obligations then due under any Rate Management Transaction, ratably among the Lenders entitled thereto in accordance with the amounts of Rate Management Obligations then due to the Lenders, and (iii) third, towards payment of principal then due hereunder, ratably among the Lenders entitled thereto in accordance with the amounts of principal then due to the Lenders.

2.6.2 If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loan that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Loan and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall (i) pay to the other Lenders the amount sufficient (together with interest) to balance the payments received by the Lenders in accordance with their respective Percentages, or (ii) purchase (for cash at face value) participations in the Loan of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loan; provided , that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in its Loan to any assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.6.3 Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount or amounts due. In such event, if the Borrower has not in fact made such payment (but without limiting the obligation of the Borrower to do so), then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate.

2.6.4 If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.6.3 or 19.5.4 , then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid.

2.7 Notes . Each Lender is hereby authorized to record the principal amount of its portion of the Loan and each repayment on the schedule attached to each of its Notes, provided, however, that neither the failure to so record nor any error in such recordation shall affect the Borrower's obligations under any such Note.

2.8 Interest Payment Dates; Interest and Fee Basis . Interest accrued on each Advance and all Rate Management Obligations shall be payable, in arrears, on each Payment Date, commencing with the first such date to occur after the date hereof and at the Maturity Date. Interest and commitment fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 2:00 p.m. (Richmond, Virginia time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.9 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions . Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of the Borrowing Notice and repayment or prepayment notice received by it hereunder. The Administrative Agent will notify each Lender of the Interest Rate applicable to each Advance promptly upon determination of such Interest Rate.

2.10 Lending Installations . Each Lender may book its portion of the Loan at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each Lender for the benefit of such Lending Installation. Each Lender may, by written or telex notice to the Administrative Agent and the Borrower, designate a Lending Installation through which the Loan will be made by it and for whose account payments of the Loan are to be made.

2.11 Non-Receipt of Funds by the Administrative Agent . Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of an Advance or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Rate until the second Business Day after such demand and the Federal Funds Rate plus one percent for each day thereafter, or (ii) in the case of payment by the Borrower, the Interest Rate applicable to the relevant Advance.

• • ARTICLE 3
    
    CHANGE IN CIRCUMSTANCES

3.1 Yield Protection . If, after the date hereof, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding Federal, state and local income, franchise or similar taxes on the income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loan, or other amounts due it hereunder, or

(b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation , or

(c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans held, or interest received by it, by an amount deemed material by such Lender,

then, within ten (10) days after written demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loan and its Commitment.

3.2 Changes in Capital Adequacy Regulations . If a Lender reasonably determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation or other entity controlling such Lender is increased as a result of a Change (as hereinafter defined), then, within ten (10) days after written demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion on such increased capital which such Lender determines is attributable to this Agreement, its Commitment, or its obligation to make the Loan hereunder (after taking into account such Lender's policies as to capital adequacy). "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, rule, regulation, policy, guideline, interpretation, or directive of any Official Body having jurisdiction after the date of this Agreement which affects the amount of capital required or reasonably expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

3.3 Taxes .

1. 1. 1. 1. 1. All payments by the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.3 ) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof or other evidence of such payment satisfactory to the Administrative Agent as soon as practicable after any payment of Taxes or Other Taxes by the Borrower to the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof, or, in any event, within thirty (30) days after such payment is made.
            2. In addition, other than Excluded Taxes, the Borrower hereby agrees to pay any present or future stamp or documentary taxes or recordation taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note other than any sale or transfer of any Note by any Lender ("Other Taxes").
            3. The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.3 except as provided in Section 3.3(ii) above) paid by the Administrative Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof. Payments due under this indemnification shall be made within five (5) Business Days after the date the Administrative Agent or such Lender makes demand therefor. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
            4. If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this Section 3.3(iv) , together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Lenders under this Section 3.3(iv) shall survive the payment of the Obligations and termination of this Agreement.

            5. ARTICLE 4

               LOAN EXPENSES, FEES AND ADVANCES;

               SECURITY OF DEED OF TRUST FOR SAME

               4.1 Loan Expenses . The Borrower agrees to pay all expenses incurred in connection with the Loan, including, without limitation, all Fees, and also including all recording charges, recording taxes, indebtedness or intangibles taxes, title insurance charges, costs of surveys, appraisals, costs for certified copies of instruments, cash deposits required to be made with the Title Insurer or other escrowee for administering disbursements of the Loan, fees, expenses and charges of Lenders' Inspecting Architect and any other architectural/engineering consultants, reasonable fees and expenses (including photocopying expenses) of the Administrative Agent's attorneys, and all costs and expenses incurred by the Administrative Agent in connection with the determination of whether the Borrower has satisfied any conditions precedent to the obligations of the Lenders under this Agreement. All such expenses, charges, costs and reasonable fees shall be the Borrower's obligation regardless of whether the Loan is disbursed in whole or in part unless such failure to disburse is due to the Lenders' wrongful failure to disburse hereunder.

               4.2 Time of Payment of Fees . The Borrower shall pay the fees and expenses described in the foregoing Section 4.1 at the Loan Opening Date and on demand at such subsequent times as the Administrative Agent may determine. The Lenders may require the payment of such fees and expenses as a condition to any Advance.

               4.3 Expenses and Advances Secured by Loan Documents . Any and all advances or payments made by the Lenders under this Agreement from time to time, and any amounts expended by the Lenders pursuant to Section 18.1(a) of this Agreement or for Lenders' Inspecting Architect's fees and attorneys' fees and expenses, if any, and all other Loan expenses and fees shall, as and when advanced or incurred by the Lenders or due to the Lenders, constitute additional indebtedness evidenced by the Notes and secured by the Security Documents and the other Loan Documents to the same extent and effect as if the terms and provisions of this Agreement were set forth therein, whether or not the aggregate of such indebtedness shall exceed the aggregate face amount of the Notes.

               ARTICLE 5
               
               REPRESENTATIONS AND WARRANTIES

               5.1 Representations and Warranties of the Borrower . To induce the Lenders to execute this Agreement and perform the obligations of the Lenders hereunder, the Borrower hereby represents and warrants to the Lenders as follows :

               (a) The Borrower has fee simple title to the Real Estate, subject only to the applicable Permitted Exceptions.

               (b) No litigation or proceedings are pending, or to the best of the Borrower's knowledge are threatened, against the Borrower or any Affiliate of the Borrower (i) which might affect the validity or priority of the liens of the Deed of Trust, (ii) which might materially affect the ability of the Borrower or the Guarantor to perform its respective obligations pursuant to and as contemplated by the terms and provisions of this Agreement and the other Loan Documents, or (iii) which might materially affect the operations or financial condition of the Borrower or the Guarantor. Without limitation of the foregoing, there are no pending or, to the best of the Borrower's knowledge, threatened proceedings or actions to revoke, attack, invalidate, rescind, or modify the zoning of the Project or any part thereof, or any building or other permits heretofore issued with respect thereto, or asserting that such zoning or permits do not permit the construction of the Project.

               (c) There are no pending civil (including actions by private parties), criminal, or administrative proceedings affecting the Project relating to environmental matters ("Environmental Proceedings") and the Borrower has no knowledge of any threatened Environmental Proceedings or any facts or circumstances which may give rise to any future Environmental Proceedings.

               (d) The factual matters upon which the opinion of counsel required by Section 6.1(b)(5) of this Agreement are predicated, are true in all respects.

               (e) The execution, delivery and performance of this Agreement and the other Loan Documents have not constituted (and will not, upon the giving of notice or lapse of time or both, constitute) a breach or default under any other agreement to which the Borrower or the Guarantor is a party or may be bound or affected, or a violation of any Law which may affect the Project, any part thereof, any interest therein, or the use thereof.

               (f) The Borrower and its agents have not entered into any leases or other arrangements for occupancy of space within the Project, other than the MeadWestvaco Lease furnished to the Administrative Agent. The MeadWestvaco Lease demises the entire leasable space of the Project to the Tenant. The MeadWestvaco Lease is in full force and effect, free from any default by the Borrower or the Tenant, and is binding and fully enforceable in accordance with its terms upon the Borrower and the Tenant. No other lease of space within the Project exists or is contemplated and no other lease of space within the Project shall be executed or otherwise committed to by the Borrower unless it has first been approved in form and substance by the Administrative Agent.

               (g) No condemnation of any portion of the Project and no denial of access to the Project from any point of access thereto, has commenced or, to the best of the Borrower's knowledge, is contemplated by any Governmental Authority.

               (h) The amounts set forth in the Budget attached hereto as Exhibit F , as amended from time to time in accordance with this Agreement, present a true, full and complete itemization by category of all costs, expenses and fees which the Borrower expects after all due inquiry and diligence will be required to be paid to complete the Construction of the Project.

               (i) All financial statements furnished to the Administrative Agent or the Lenders by the Borrower, any Affiliate of the Borrower, or the Guarantor are true, correct and complete in all material respects as of the date thereof and all other information previously furnished by the Borrower, any Affiliate of the Borrower, or the Guarantor to the Administrative Agent or the Lenders in connection with the Loan are true, complete and correct in all material respects and do not fail to state any material fact necessary to make the statements made not misleading.

               (j) No material adverse change in the operations or financial condition of the Borrower or the Guarantor has occurred since the date of the most recent financial statement provided by such entities.

               (k) The construction of the Project will not violate (i) any Law (including subdivision, zoning, building, environmental protection and wetlands protection Laws), or (ii) any building permits, restrictions of record, or any agreement affecting the Project or any part thereof. Neither the zoning nor any other right to construct or to use the Project is to any extent dependent upon or related to any other real estate. Without limiting the generality of the foregoing, all consents, licenses and permits and all other authorizations or approvals (collectively, "Governmental Approvals") required to complete the Construction of the Project in accordance with the Plans and Specifications have been obtained or will be obtained and the Borrower knows of no reason that would delay the issuance of such Governmental Approvals; all Construction of the Project will be performed in accordance in all material respects with the Plans and Specifications, all Laws and the Governmental Approvals, and all Laws relating to the Construction of the Project and operation of the Project shall comply with and all permits and licenses required for the operation of the Project which cannot be obtained until Construction of the Project is completed can be obtained if the Project is completed in accordance with the Plans and Specifications.

               (l) The Project will have water and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of appropriate access between the Project and public streets; to the best of the Borrower's knowledge none of the foregoing will be delayed or impeded by virtue of any requirements under any applicable Laws including environmental protection or control Laws so that the Construction of the Project could not be completed by the Scheduled Completion Date; that upon completion of the Construction of the Project, the Borrower shall have taken all reasonable actions to cause all of the foregoing to comply with all applicable Laws including environmental protection or control Laws.

               (m) No brokerage fees or commissions except those payable to SunTrust Bank's Commercial Mortgage Finance Group by the Borrower in connection with the issuance of the Principal Application are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder.

               (n) When completed in accordance with the Plans and Specifications, no Improvements comprising the Project will encroach upon any building line, setback line, side yard line, or any recorded or visible easement (or other easement of which the Borrower has knowledge with respect to the Project), except as expressly permitted by the applicable Governmental Authority or as otherwise approved by Administrative Agent. Borrower shall have received all necessary and appropriate Governmental Approvals, easements and licenses required prior to constructing any overhangs or other structures which encroach upon or over setback restrictions, sidewalks or rights of way.

               (o) For all purposes the Project may be mortgaged, conveyed, and otherwise dealt with as an independent parcel.

               (p) The Loan is not being made for the purpose of purchasing or carrying "margin stock" within the meaning of Regulation T, U, or X issued by the Board of Governors of the Federal Reserve System, as at any time amended, and the Borrower agrees to execute all instruments necessary to comply with all the requirements of Regulation U of the Federal Reserve System, as at any time amended.

               (q) The assets of the Borrower are not "plan assets" of any employee benefit plan within the meaning of the Regulations set forth at 29 C.F.R. Section 2510.3-101.

               (r) (i) The Project is in a clean, safe and healthful condition, and, except for materials used in the ordinary course of construction, maintenance and operation of the Project is free of all Hazardous Material; (ii) the Borrower and, to the best knowledge of the Borrower, no other person or entity, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under, at or in a manner to affect the Project, or any part thereof, except for materials used in the ordinary course of construction, maintenance and operation of the Project, and the Project has never been used (whether by the Borrower or, to the best knowledge of the Borrower, by any other person or entity) for any activities involving, directly or indirectly, the use, generation, treatment, storage, transportation, or disposal of any Hazardous Material, except for materials used in the ordinary course of construction, maintenance and operation of the Project; (iii) neither the Project nor the Borrower is subject to any existing, pending, or, to the best of the Borrower's knowledge, threatened investigation or inquiry by any Governmental Authority, and the Project is not subject to any remedial obligations under any applicable Laws pertaining to health or the environment; and (iv) to the best of the Borrower's knowledge, there are no underground tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Materials of any sort on or affecting the Project. Notwithstanding the foregoing, Borrower and Lenders are aware that the Phase I Environmental Site Assessment, dated April 6, 2007, prepared by APEX Companies, LLC, discloses that past historical uses of the site indicate the possible presence of certain Hazardous Materials as disclosed therein, as well as the possible presence of underground storage tanks. Borrower has engaged Draper Aden Associates to further evaluate the environmental condition of the Project during excavation and Draper Aden Associates has concluded in its letter dated July 13, 2007 to the Borrower that further studies of the subsurface conditions at the Project are not warranted.

               (s) The Principal Application is in full force and effect. The Borrower has to this date fulfilled and performed and shall hereafter fulfill and perform each and every requirement then capable of performance. The Borrower has not received any notice that any condition thereunder must be performed which has not been timely performed. There exists no cause under the Principal Application to terminate the financing contemplated thereunder, or which could lead, after the giving of notice and passage of time, to the termination by Principal of the Principal Application.

               (t) No Default or Event of Default has occurred and is continuing.

               (u) The Borrower does not use any trade name other than its actual name set forth herein. The principal place of business of the Borrower is as stated in the Recitals to this Agreement.

               (v) The Borrower is not a "foreign person" within the meaning of Sections 1445 or 7701 of the Internal Revenue Code.

               (w) All statements set forth in the Recitals are true and correct in all material respects.

               5.2 Survival of Representations and Warranties . The Borrower agrees that all of its representations and warranties set forth in Section 5.1 of this Agreement will be true in all material respects, at the Loan Opening Date and, except with respect to matters which have been disclosed in writing to the Administrative Agent and approved by the Administrative Agent, upon each subsequent request for disbursement of the Loan as if made as of such date. Each request for disbursement hereunder shall constitute a reaffirmation of such representations and warranties as deemed modified in accordance with the disclosures made and approved, as aforesaid, as of the date of such request and disbursement. At Administrative Agent's request, the Borrower shall reaffirm such representations and warranties in writing prior to any disbursement hereunder.

               ARTICLE 6
               
               REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN

               6.1 Loan Opening Conditions . The Borrower agrees that it will perform and satisfy all of the following conditions precedent before Loan Opening, and the Borrower agrees that the obligation of the Lenders to make the first Advance and thereafter to make further Advances, is conditioned upon the Borrower's full and complete performance or satisfaction of all such conditions precedent unless expressly waived by the Administrative Agent (with consent of all Lenders or Required Lenders for items requiring approval of all Lenders or Required Lenders), provided that Administrative Agent shall provide copies of all required items to any Lender requesting same even if approval of the Lenders is not required):

               (a) No Default or Event of Default shall have occurred under this Agreement or any of the Loan Documents and the Borrower and the Guarantor shall have timely complied with and performed all of their respective covenants, agreements and obligations under this Agreement and under the other Loan Documents which by their terms are required to have been complied with and performed by the Borrower and/or the Guarantor.

               (b) The Borrower shall have furnished to the Administrative Agent the following in sufficient time for review by the Administrative Agent and its counsel (and to the extent required below, the other Lenders) prior to the Loan Opening Date, all of which shall be in form and substance satisfactory to the Administrative Agent and its counsel (and to the extent required below, the other Lenders):

               1. ALTA Lender's extended coverage policies of title insurance (collectively, the "Title Policy"), on the 1992 or another form acceptable to Administrative Agent having an aggregate insured amount not less than the Loan Amount with a pending disbursement clause acceptable to the Administrative Agent and its counsel, issued by the Title Insurer, insuring the Deed of Trust as a valid and subsisting first priority lien on the Real Estate for the Project and all appurtenant easements, subject only to the Permitted Exceptions. The Title Policy shall (i) contain an ALTA Form 9 Endorsement or similar comprehensive endorsement; (ii) specifically insure the Administrative Agent for the benefit of the Lenders; (iii) insure that the surveys described in Section 6.1(b)(2) of this Agreement describe the same real estate as is covered by the Title Policy; (iv) include an endorsement providing full affirmative mechanics' lien coverage acceptable to the Administrative Agent and its counsel; and (v) contain such other endorsements as the Administrative Agent may reasonably require and are authorized to be issued in the Commonwealth of Virginia. At the Loan Opening, the Administrative Agent may accept in lieu of the Title Policy a commitment or commitments for the issuance of the Title Policy, "marked-up" and signed by the Title Insurer which is the legal equivalent of the Title Policy, as determined in the sole discretion of the Administrative Agent's counsel, establishing that the Title Insurer is prepared to issue the Title Policy on the terms stated above without qualification or conditions, and thereafter the final copy of the Title Policy shall be promptly issued. The Borrower shall deliver to the Administrative Agent a legible copy of all underlying documents and instruments referred to in the Title Policy or in any preliminary title report or commitment obtained from the recorder's office or other appropriate source.

               2. Appropriate provisions reasonably satisfactory to the Administrative Agent for coinsurance and/or reinsurance with direct access agreements shall also be obtained in amounts and with other title insurance companies satisfactory to the Administrative Agent. The Borrower agrees to deliver to the Title Insurer such other papers, instructions and documents as the Title Insurer may require for the issuance of the Title Policy in accordance with all requirements of this Agreement.

               3. Plat of survey of the Land made by a certified land surveyor licensed in the Commonwealth of Virginia satisfactory to the Administrative Agent, in triplicate, showing the boundaries of the Land and any and all improvements located therein. The survey shall be currently dated and shall be prepared in accordance with the standards issued by the American Land Title Association, bearing or accompanied by a proper certificate by the surveyor in the form attached hereto as Exhibit D , which certificate shall include the legal description of the Land and shall be made in favor of the Administrative Agent for the benefit of the Lenders and the Title Insurer. The surveys shall contain all additional items set forth in Table A to the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (2005) which are required to be included in a boundary survey, except as approved by the Administrative Agent. The survey shall also show (1) the location of all adjacent public rights of way and the points of access to and from each of the same as well as all easements which burden the Land or which are appurtenant to the Land (identified by recording information relative to each document creating such an interest); (2) no encroachments by improvements located on adjoining property onto the Land, other than as are approved by the Administrative Agent and as to which the Administrative Agent has received affirmative coverage by endorsement to the Title Policy; (3) the delineation of any portion of the Land which is within the limits of the 100-year flood plain; and (4) such additional information as may be reasonably required by the Administrative Agent or the Title Insurer. The Borrower shall supply as a condition to any Advance after site excavation and/or pouring of concrete footings an update to the survey showing the location of the perimeter of the Improvements and a certificate by the surveyor that the perimeter of the Improvements lies solely within the boundaries of the Land, does not encroach on any other property or upon any right of way or setback line.
               4. The following with respect to insurance:

• • • • (i) Prior to the first advance of funds for any vertical improvement to the Project (including poured concrete or other materials incorporated into the foundation) or materials delivered to the Land, original or duplicate original insurance policies for which the premiums have been fully prepaid, or, binders evidencing that policies are in place and payment scheduled (which may be in "builder's risk-all risk form" and which shall include all insurance required to be carried by the Borrower, as "owner," under the provisions of all construction contracts let by the Borrower). Such insurance shall insure the Project, including all materials in storage and while in transit during the Construction period, against loss or damage by fire or other casualty, with extended coverage and with coverage for such other hazards (including "collapse", "explosion", "earthquakes", "terrorism" and coverage in so-called "all-risk" form) as the Administrative Agent may reasonably require both during and after the construction period, and shall not contain any exclusions for testing procedures. Such insurance may have a deductible not more than $150,000 and shall contain a replacement cost and agreed amount endorsement, an endorsement covering so-called "soft costs," and shall also contain an endorsement permitting occupancy of the Project (except that the deductible amount and liability limit for earthquake coverage and flood damage coverage may vary with the consent of the Administrative Agent). Upon substantial completion of the Project (such time as a temporary certificate of occupancy is issued for the entire Project), the Borrower shall procure a policy of "All Risk" property insurance written on the broad form with coverage in the full replacement cost of the Project together with an agreed amount endorsement with such other coverages and forms, including "terrorism coverage" as may be required by the Administrative Agent;

        (ii) If any portion of the Real Estate is located in an area designated by the Secretary of Housing and Urban Development as having special flood hazards, then the Borrower shall provide commercial flood insurance to the full extent available through the Borrower's property insurer until such time as the Borrower shall have caused those portions of the Land to be filled and graded to an elevation above the 100-year flood zone and all applicable authorities have removed such designation of those such portions of the Real Estate from all flood zone maps, unless such requirements are waived in writing by the Administrative Agent;

        (iii) Certificates evidencing worker's compensation, employer's liability, and commercial general liability insurance (including contractual liability) and, in the case of the commercial general liability insurance, naming the Administrative Agent for the benefit of the Lenders as additional insured, with liability insurance limits of not less than $10,000,000 in the aggregate and $5,000,000 per occurrence for personal injury and property damage, together with such excess or umbrella coverage as the Administrative Agent may reasonably require. The liability policy shall also contain a so-called "products-completed operations endorsement";

        (iv) Boiler and machinery insurance policies satisfactory to the Administrative Agent commencing at such time as fixtures and equipment are connected and ready for use;

        (v) Upon substantial completion of the Project, loss of rents coverage in an amount not less than the then current annual rent payable under the MeadWestvaco Lease.

        (vi) Certificates evidencing professional liability insurance obtained by Architect covering the Architect and all architects and engineers identified in the certification required under Section 7.1(e) of this Agreement.

        All insurance required hereunder shall be with companies and in form, amounts and with coverage and deductibles satisfactory to the Administrative Agent and with a mortgagee's loss payable clause attached naming the Administrative Agent for the benefit of the Lenders as mortgagee, loss payee and/or additional insured. All companies shall have a current Best Insurance Guide rating of "A-VIII" or better and shall be qualified to do business in Virginia. All policies required hereunder shall endeavor to provide that the insurance evidenced thereby shall not be cancelled without at least thirty (30) days' prior written notice from the insurance carrier to the Administrative Agent, except that ten (10) days' prior written notice shall be required if cancellation is due to non-payment of premiums. Further, the Borrower shall deliver proof of renewal of all insurance required hereunder at least ten (10) days prior to the expiration of the existing insurance.

        (4) Evidence reasonably satisfactory to the Administrative Agent that the Project will have adequate water and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection and means of access between, to and from the Project to and from the adjacent public rights of way. The Borrower also shall have furnished to the Administrative Agent evidence satisfactory to the Administrative Agent that no such supply or facilities will be delayed or impeded by virtue of any requirements under any Laws including environmental protection or control Laws and that all such facilities (existing and to be constructed) shall comply with any and all applicable Laws including environmental protection and control Laws.

        (5) An opinion from counsel for the Borrower and the Guarantor in form and substance satisfactory to the Administrative Agent and its counsel, subject to standard exceptions, qualifications and limitations and addressing such matters as the Administrative Agent may reasonably require.

        (6) Evidence satisfactory to the Administrative Agent that the Loan is fully and duly authorized by the Borrower and that the individuals executing this Agreement and the other Loan Documents on behalf of the Borrower or the Guarantor, as the case may be, have been duly authorized by all appropriate action to execute and deliver this Agreement and the Loan Documents on behalf of the Borrower or the Guarantor, as the case may be.

        (7) A budget of costs for the Project for the most recent completed fiscal quarter and month, in form and substance reasonably satisfactory to the Administrative Agent.

        (8) Financial statements of the Borrower and the Guarantor in form and for the periods as the Administrative Agent may reasonably request.

        (9) All soil test reports (the "Soil Report") and site engineering reports in the possession of the Borrower or its Affiliates.

        (10) Environmental surveys including confirmation that no additional surveys or investigations are recommended by any Phase I environmental site assessment, which shall (a) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at the Project, except as acceptable to the Lenders in their sole and absolute discretion, (b) include the results of all sampling or monitoring to confirm whether and to what extent there may be existing or potential Hazardous Material contamination at the Project, if any sampling or monitoring has been recommended (c) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirm that any prior removal of Hazardous Material or underground storage tanks from the Project was completed in accordance with applicable Laws, and (e) confirm that the Land is not located in a wetlands district;

        (11) Evidence satisfactory to the Administrative Agent that the Land includes all of the parcels required to develop the Project as contemplated by the Plans and Specifications and that the Improvements comprising the Project once completed and the contemplated uses of the Project are in compliance with all applicable zoning, environmental laws and other Laws.

        (12) Current searches of all Uniform Commercial Code financing statements filed with the State Corporation Commission of the Commonwealth of Virginia and/or the Recorder or Clerk of the Circuit Court of the City of Richmond, Virginia against the Borrower as debtor, showing that no Uniform Commercial Code financing statements are filed or recorded against the Borrower in which the collateral is described as personal property or fixtures located on the Project or used in connection with the Project.

        (13) A copy of the management agreement for the Project, if any, and a copy of any brokerage agreements with leasing agents relating to unleased space in the Project, if any, together with a statement as to commissions earned to date and commissions payable upon the happening of certain stated events all of which shall be approved by the Administrative Agent.

        (14) So-called "Long Form" Certificates of Good Standing for the Borrower and its members and, if applicable, the constituent parties of such members, and the Guarantor from the State Corporation Commission of the Commonwealth of Virginia, together with (a) certified copies of the articles of organization and the operating agreement for the Borrower and (b) certified copies of the certificate of incorporation and bylaws for the Guarantor.

        (15) An Appraisal of the Project by professional appraiser selected by, or otherwise acceptable to, the Administrative Agent in compliance with FIRREA and pursuant to written instructions of the Administrative Agent, and in all other respects satisfactory to the Administrative Agent, reflecting an "upon completion" market value of the Project.

        (16) Evidence satisfactory to the Administrative Agent that as of the Loan Opening, the Borrower has satisfied the Equity Requirement relating to the contribution of the Land and funds payable by the Borrower at the initial Advance.

        (17) A written certification from the Borrower and the Guarantor stating that all representations and warranties made in the Loan Documents are true and correct and remain in full force and effect, and a representation that the development and Construction of the Project is progressing in accordance with the Construction Schedule and in accordance with the Budget.

(c) The Borrower shall have complied with the applicable requirements of Articles 7 through 11 of this Agreement.

(d) The Borrower shall have paid in cash to the Administrative Agent (for itself and for the benefit of the Lenders) all loan, commitment, syndication, arranging and such other Fees as may be required by separate fee agreements by and between the Borrower and the Administrative Agent.

• • ARTICLE 7
    
    CONSTRUCTION PAYOUT REQUIREMENTS PRECEDENT
    

7.1 Required Documents . The Borrower shall cause each of the following to be furnished to the Administrative Agent in sufficient time for review prior to the first disbursement in connection with the Loan, all in form and substance satisfactory to (or as otherwise waived by) the Administrative Agent:

(a) To the extent requested by the Administrative Agent, copies of all executed Architectural and Engineering Documents, Construction Documents and Maintenance, Management and Service Documents which are described on the statement referred to in (b) below, including a guaranteed maximum price General Contract for the Project and financial statements and references for the General Contractor. If the General Contract has not been executed prior to the Opening of the Loan, the Borrower shall submit all contracts with the General Contractor for the work on-going or to be conducted under permits then issued, together with a detailed schedule for the issuance of all remaining permits and for finalizing the General Contract, together with a schedule of all trade or elements of the Work thereunder which have not been Finalized. All of the foregoing to be subject to the approval of the Administrative Agent.

(b) A statement from the Borrower setting forth a description of all construction or management contracts related to the Project, let by the Borrower to any Person in an aggregate amount equal to or greater than $1,000,000, or such lower amount (but not lower than $500,000) as may be established by written notice from the Administrative Agent to the Borrower.

(c) The Borrower shall deliver to the Administrative Agent: (i) the Borrower's Requisition Certificate ("Borrower's Requisition Certificate"), and (ii) the initial AIA Draw Forms executed by the General Contractor, the Borrower, the Architect and approved by the Administrative Agent and the Lenders' Inspecting Architect, covering all work done, and (iii) with waivers of lien from the General Contractor and any subcontractors covering all work and materials for which payments have been made prior to such time in forms and substance satisfactory to the Title Company and the Administrative Agent.

(d) Photocopies of all building permits and all other permits or licenses issued by any Governmental Authority which are required in connection with the Construction of the Project related to the Loan Opening (including any and all environmental protection and wetlands protection permits, if any) and specifically including, the clearing, grading and erosion control permits issued by the City of Richmond, Virginia.

(e) Plans and Specifications for the phases of construction of the Project completed prior to Loan Opening or to be conducted within the thirty (30) days following Loan Opening, together with a certificate of the Architect to the Administrative Agent for the benefit of the Lenders which shall be in the form attached as Exhibit E .

(f) Such documents as the Administrative Agent may reasonably require (i) to evidence applications for disbursements of Loan proceeds, and (ii) to establish the identity and power and authority of any person or persons who may be authorized by the Borrower to execute such documents.

(g) A detailed critical path construction schedule depicting the dates scheduled for commencement and completion of each phase of the work contemplated by the General Contract ("Construction Schedule").

(h) A satisfactory report from Lenders' Inspecting Architect containing an analysis of the Plans and Specifications, the Budget, and the Project Cost the Construction Schedule, the General Contract and subcontracts and the Soil Report.

(i) Evidence satisfactory to the Administrative Agent that the Project is benefited or will be benefited at the appropriate time by such easements or other rights as may be necessary for the Construction of the Project, vehicular and pedestrian ingress and egress, the installation and maintenance of utilities, parking and other site improvements, and the operation of the Project. Such evidence shall consist of information shown on the survey and endorsements to the Title Policy. If any off-site improvements are required for development of the Project, then the Borrower shall also have provided such information regarding such improvements as Administrative Agent may require, including the funding source to pay for such improvements.

(j) Evidence satisfactory to the Administrative Agent that the Land includes all of the parcels required to develop the Project as contemplated by the Plans and Specifications, and that the Project, as so contemplated will be in compliance with all applicable zoning and building codes (including set-back requirements), environmental Laws and other Laws of applicable Governmental Authorities (including requirements for parking, closure and/or vacation of rights-of-way) and that any approvals thereof required from third parties or any Governmental Authority have been obtained or, in the case of approvals relating to the operation of the Project which cannot be obtained until completion of Construction of the Project, evidence satisfactory to the Administrative Agent that such approvals are obtainable. Such evidence shall include evidence that any remediation measures suggested in the Environmental Survey have been completed or are being diligently pursued to completion toward full compliance with environmental Laws, in the Administrative Agent's reasonable judgment. Upon completion of the Construction of the Project, the Borrower shall furnish the Administrative Agent evidence satisfactory to the Administrative Agent that the Project complies with the foregoing requirements. Such evidence (before and upon completion of the Construction of the Project) shall consist of information shown on the survey and endorsements to the Title Policy and copies of all appropriate permits and certificates required to be issued by any Governmental Authority.

7.2 Administrative Agent's Verification of Subcontracts . Borrower shall deliver to Administrative Agent and Lenders' Inspecting Architect copies of all subcontracts having a contract price in excess of $500,000. From time to time, the Administrative Agent may forward to all or any contractors, architects, engineers and other parties listed on the AIA Draw Forms, a contract verification to ascertain the correctness of the amount of the contract for each contractor, architect, engineer and any other party as contained on the statement that is a party to contract with a contract price over $500,000. If any discrepancy exists between the amounts as shown by the executed copies of the contracts, the AIA Draw Forms, and the verification of contract forms, the Administrative Agent shall have the right to require that such discrepancies be eliminated to its full satisfaction either prior to or subsequent to disbursement in connection therewith.

• • ARTICLE 8
    
    BUDGET AND CONTINGENCY FUND

8.1 Budget . The Borrower has submitted to the Administrative Agent the Budget, a copy of which is attached hereto as Exhibit F , specifying all costs and expenses of every kind and nature whatsoever incurred or to be incurred by the Borrower in connection with the Construction of the Project. The Borrower shall provide back-up documentation upon request of the Administrative Agent with respect to costs previously incurred. The Budget contains a breakdown of all hard and soft costs for the Project. The Budget includes, in addition to the Budget Line Items described in Section 8.2 of this Agreement, the Contingency described in Section 8.3 of this Agreement. Unless otherwise required by Section 15.15(b) , all changes to the Budget shall in all respects be subject to the written approval of the Administrative Agent which approval shall not be unreasonably withheld, except that consent of Administrative Agent shall not be required for any individual change in a Budget Line Item (but not including the Budget Line Item for interest) not exceeding $250,000 provided that the aggregate amount of all such changes does not exceed $750,000 and the Borrower provides evidence to Administrative Agent that the amount remaining in the applicable Budget Line Item is sufficient to pay the costs intended to be paid from such Budget Line Item. Any changes in the Budget greater than $750,000 in any one instance or $1,500,000 in the aggregate must be approved by the Required Lenders. The approval of the initial Budget or changes thereto does not constitute a representation or agreement of the Administrative Agent or the Lenders that all such costs and expenses are accurate or properly reflected in the Budget, the responsibility therefor being solely with the Borrower. No Advance or portion thereof shall be funded for the payment of a cost of the Project unless the cost is Finalized. The Budget and all Project Costs shall be Finalized on or before July 1, 2008.

8.2 Budget Line Items . The Budget shall include as line items ("Budget Line Items") the cost of all labor, services, materials, equipment, fixtures and furnishings needed for the completion of the Construction, and shall include all other costs, fees, and expenses relating in any way whatsoever to the Construction or the furnishing, fixturing, equipping, use, or occupancy of the Project , including the cost of architect fees, engineering fees, attorneys' fees, leasing commissions, advertising and promotion expenses, interest, real estate taxes, survey costs, title insurance premiums, premiums on other insurance policies required to be furnished by the Borrower hereunder for the Project, any other unpaid Loan expenses and fees referred to and described in Article 4 of this Agreement, and procurement of all approvals, licenses and permits necessary to make the Project ready for use and occupancy, and all other sums due in connection with construction and operation of the Project, the Loan, and this Agreement and the other Loan Documents. The Borrower agrees that all proceeds of the Loan disbursed by Lender shall be used only for the Budget Line Items for which such proceeds were disbursed.

The Lenders shall not be obligated to disburse any amount for any category of costs set forth as a Budget Line Item unless such costs are Finalized or which is greater than the amount set forth for such category in the applicable Budget Line Item, subject to reallocations as provided herein. The Administrative Agent, or the Required Lenders as applicable, reserves the right to add or delete categories to or from the Budget and increase or decrease the amount set forth in any particular Budget Line Item (other than the interest reserve Budget Line Item which shall not be reallocated without the approval of all of the Lenders), but agrees to be reasonable in making any such changes and to do so only after reasonable consultation with the Borrower. If there is an excess of any Budget Line Item over the actual costs incurred in connection with the work associated with such Budget Line Item, as determined by the Administrative Agent and Lenders' Inspecting Architect after such work has been completed, all such costs have been paid in full and all mechanics liens have been released or otherwise discharged to the satisfaction of the Administrative Agent, then Administrative Agent may consent to such excess being reallocated to another Budget Line Item at the Borrower's request.

The Borrower agrees that the Lenders may, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues, subject to prior written notice to the Borrower, disburse the Budget Line Items for the purposes for which they had been set aside, or for any other Project-related purposes as the Administrative Agent may determine, either by payment of such items or by reimbursement to the Borrower for payments actually made by the Borrower for such items.

8.3 Contingency . The Budget shall also contain line items designated as the "Contractor's Contingency" , "Market Escalations" and/or otherwise (collectively, the " Contingency ") which shall represent an amount reasonably necessary to provide assurances to the Lenders that additional funds are available to be used with the Administrative Agent's or the Required Lenders' consent as applicable if additional costs and expenses are incurred or additional interest accrues on the Loan, or unanticipated events or problems occur. The Contingency shall at no time be less than five percent (5.0%) of the then unfunded Project Costs .

The Borrower agrees that subject to the Borrower's limited right under Section 8.1 and Section 8.2 to make reallocations among Budget Line Items without the consent of the Administrative Agent, the decision with respect to utilizing portions of the Contingency in order to keep the Loan in balance shall be made by the Administrative Agent or the Required Lenders, as applicable, in their respective sole discretion, and that the Borrower may be required to make a Deficiency Deposit (as defined in Article 9 ) even if funds remain in the Contingency. In addition, the Borrower agrees that the Lenders may, at any time that an Event of Default has occurred and is continuing and from time to time without notice to the Borrower, disburse any portion of the Contingency for the Project-related purpose as the Administrative Agent may determine.

• • ARTICLE 9
    
    LOAN BALANCING

Anything contained in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that the Loan shall at all times be "in balance" on a Budget Line Item by Budget Line Item and an aggregate basis, subject to reallocations as permitted expressly herein. The Loan shall be deemed to be "in balance" only at such time and from time to time as the Administrative Agent may determine that the then-undisbursed portion of the Loan, less an amount equal to the then-remaining Contingency for the Loan plus the unfunded portion of Borrower's Equity Requirement to be contributed subsequent to such determination, equals or exceeds the amount necessary to pay for (i) all work done (and not theretofore paid for) or to be done in connection with the completion of the Construction for the Project, in accordance with the Plans and Specifications (based on the "Agent's Estimate of the Cost of Construction" (as hereinafter defined)), including the installation of all other fixtures and equipment required for the Borrower's operation of the Project, and (ii) all other costs (including interest on the Loan) incurred and not theretofore paid for, or to be incurred in connection with the Project, as applicable (to the extent revenues from the Project will not in the Administrative Agent's judgment be sufficient to pay such costs and expenses) until the breakeven leasing date.

The Borrower agrees that prior to Loan Opening, the Administrative Agent shall have the right to make (and thereafter from time to time the Administrative Agent shall have the right to revise), in its reasonable discretion, an estimate of the Project Cost which estimate is herein sometimes called " Agent's Estimate of the Cost of Construction ". In the first instance, Agent's Estimate of the Cost of Construction shall be made upon the basis of the Budget, then-current Plans and Specifications, the General Contract for the Project executed subcontracts and purchase orders, or, in those instances where subcontracts or purchase orders have not yet been let, upon the basis of either written bids with responsible contractors, tradesmen and material suppliers satisfactory to the Administrative Agent or the Administrative Agent's estimate of such costs, and shall take into account such allowances for reserves and contingencies as the Administrative Agent shall deem appropriate. Thereafter, the Agent's Estimate of the Cost of Construction will take into account, in addition to the Budget, the applicable General Contract, outstanding bulletins and addenda, subcontracts and purchase orders and other considerations which the Administrative Agent, in its discretion, deems relevant or likely to have an impact upon the Project Cost, including current costs for and availability of materials and supplies, the provisions of construction contracts, subcontracts and purchase orders, the ability of the General Contractor to perform under the applicable General Contract, and the ability of parties to perform under and in accordance with the terms of the contracts, subcontracts and purchase orders. If there is an "identity of interest" between the Borrower and any of the Borrower's contractors, any contract between parties having such "identity of interest" shall be regarded solely as an estimate for the purpose of this Article 9 . There shall be deemed to be an "identity of interest" if the Borrower shall act as a contractor in its own name or through a separate person or entity in which it or any entity related to it has a substantial interest or control.

The Borrower agrees that if for any reason the Loan at any time is not in balance, regardless of the cause, the Borrower shall, within ten (10) Business Days after written request by the Administrative Agent, deposit from its own funds the amount of the deficiency with the Administrative Agent (the " Deficiency Deposit ") or reallocate the Contingency, subject to Section 8.2 , which Deficiency Deposit shall first be disbursed before any further disbursement of the proceeds of the Loan shall be made. The Deficiency Deposit made by the Borrower shall not earn interest prior to disbursement by the Administrative Agent.

• • ARTICLE 10
    
    LENDERS' OBLIGATION TO DISBURSE PROCEEDS OF LOAN

10.1 Loan Opening . Upon the Borrower's compliance with and satisfaction of all conditions precedent to the Loan Opening set forth herein, the Lenders shall make the initial disbursement of the Loan hereunder.

10.2 Conditions to Disbursement After Loan Opening . After the Loan Opening, the Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan (but not final disbursement of the proceeds of the Loan) within seven (7) Business Days after each successive compliance with all applicable conditions precedent thereto contained in Articles 6, 7 and 11, as applicable, and provided that:

(a) at the time of each such disbursement no Default shall have occurred and be continuing under this Agreement or any of the Loan Documents and, if required by the Administrative Agent, the Administrative Agent shall have received a certificate of the Borrower to such effect;

(b) the Borrower shall have furnished or caused to be furnished to the Administrative Agent a date-down endorsement to the Title Policy without exception as to mechanics' liens or other intervening matters, or any other title policy endorsement that the Administrative Agent may reasonably require;

(c) the Borrower shall have satisfied the requirements of Article 11 if such disbursement is for costs of Construction of the Project and the Borrower shall have furnished documentation satisfactory to the Administrative Agent for non-construction costs for which such disbursement is requested;

(d) all representations and warranties of the Borrower shall have been reaffirmed as being true in all material respects pursuant to Section 5.2 of this Agreement;

(e) the Loan is "in balance" as required by Article 9 of this Agreement; and

(f) the Administrative Agent shall not have received a claim of lien, unless the Borrower has "bonded-off" such lien in the Circuit Court of the City of Richmond, Virginia, in accordance with Virginia law, or if the Administrative Agent in its sole discretion consents, the Borrower has provided title insurance over such lien claim or other security in connection therewith or otherwise provides evidence regarding the nature of such claim of lien satisfactory to the Administrative Agent in its sole discretion.

Such disbursements shall be made no more frequently than once in each calendar month (except for additional disbursements solely for payment of interest accrued on the Loan), and, at the Administrative Agent's option, may be made directly to the person or persons entitled to such disbursement.