UNSECURED TERM LOAN AGREEMENT

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                                                                   Exhibit 10.52

                          UNSECURED TERM LOAN AGREEMENT

                          DATED AS OF DECEMBER 21, 2005

                                      among

                        RAMCO-GERSHENSON PROPERTIES, L.P.,

                                  as Borrower,

                       RAMCO-GERSHENSON PROPERTIES TRUST,

                                 as a Guarantor,

                          KEYBANK NATIONAL ASSOCIATION,

                                   as a Bank,

              THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT,

           THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT,

                          KEYBANK NATIONAL ASSOCIATION,

                                     as Agent,

                            KEYBANC CAPITAL MARKETS,

                       as Sole Lead Manager and Arranger,

                            JPMORGAN CHASE BANK, N.A.

                                       and

                              BANK OF AMERICA, N.A.

                            as Co-Syndication Agents,

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                          UNSECURED TERM LOAN AGREEMENT

     This UNSECURED TERM LOAN AGREEMENT is made as of the 21st day of December,
2005 by and among RAMCO-GERSHENSON PROPERTIES, L.P. (the "Borrower"), a Delaware
limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST (the "Trust"), a Maryland
real estate investment trust, KEYBANK NATIONAL ASSOCIATION, a national banking
association ("KeyBank"), and the other lending institutions that are a party
hereto, and the other lending institutions which may become parties hereto
pursuant to Section 18 (the "Banks"), and KEYBANK NATIONAL ASSOCIATION, a
national banking association, as Administrative Agent for the Banks (the
"Agent").

                                    RECITALS

     WHEREAS, the Borrower has requested that the Banks provide a term loan
facility to Borrower; and

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

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

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

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

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

     Agent. KeyBank National Association, acting as Administrative Agent for the
Banks, its successors and assigns.

     Agent's Head Office. The Agent's head office located at 127 Public Square,
Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate
from time to time by notice to the Borrower and the Banks.

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

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

      Arranger. KeyBanc Capital Markets.

     Assignment and Acceptance Agreement. See Section 18.1.

     Banks. KeyBank, the other Banks a party hereto, and any other Person who
becomes an assignee of any rights of a Bank pursuant to Section 18.

     Base Rate. The greater of (a) the variable annual rate of interest
announced from time to time by Agent at Agent's Head Office as its "prime rate"
or (b) one-half of one percent (0.5%) above the Federal Funds Effective Rate
(rounded upwards, if necessary, to the next one-eighth of one percent). The Base
Rate is a reference rate and does not necessarily represent the lowest or best
rate being charged to any customer. Any change in the rate of interest payable
hereunder resulting from a change in the Base Rate shall become effective as of
the opening of business on the day on which such change in the Base Rate becomes
effective, without notice or demand of any kind.

     Base Rate Loans. The Term Base Rate Loans.

     Board. See the definition of Change of Control.

     Borrower. As defined in the preamble hereto.

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

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

     Change of Control. The occurrence of any one of the following events:

          (a) during any twelve month period on or after the date hereof,
individuals who at the beginning of such period constituted the Board of
Directors or Trustees of the Trust (the "Board") (together with any new
directors whose election by the Board or whose nomination for election by the
shareholders of the Trust was approved by a vote of at least a majority of the
members of the Board then in office who either were members of the Board at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
members of the Board then in office; or


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          (b) any Person or group (as that term is understood under Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules and regulations thereunder) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a
percentage (based on voting power, in the event different classes of stock shall
have different voting powers) of the voting stock of the Trust equal to at least
thirty percent (30%);

          (c) the Borrower or Trust consolidates with, is acquired by, or merges
into or with any Person (other than a merger permitted by Section 8.4 of the
Unsecured Master Loan Agreement); or

          (d) the Borrower fails to own, free of any lien, encumbrance or other
adverse claim, at least one hundred percent (100%) of the economic interest in
the Voting Interest of each Subsidiary Guarantor.

     Closing Date. The first date on which all of the conditions set forth in
Section 10 and Section 11 have been satisfied.

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

     Commitment. With respect to each Bank, the Term Loan Commitment of such
Bank.

     Commitment Percentage. With respect to each Bank, the percentage set forth
on Schedule 1.1 hereto as such Bank's percentage of the aggregate Commitments of
all of the Banks, as the same may be changed from time to time in accordance
with the terms of this Agreement.

     Compliance Certificate. See Section 7.4(e) of the Unsecured Master Loan
Agreement (as hereinafter defined).

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

     Contribution Agreement. That certain Contribution Agreement dated of even
date herewith among the Borrower, the Trust and the Subsidiary Guarantors.

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

     Co-Syndication Agents. JPMorgan Chase Bank, N.A. and Bank of America, N.A.

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

     Default. See Section 12.1.

     Defaulting Bank. See Section 14.5(c).


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     Directions. See Section 14.12.

     Documentation Agent. Deutsche Bank Trust Company Americas.

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

     Domestic Lending Office. Initially, the office of each Bank designated as
such in Schedule 1.1 hereto; thereafter, such other office of such Bank, if any,
located within the United States that will be making or maintaining Base Rate
Loans.

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

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

     Environmental Laws. See Section 6.18(a) of the Unsecured Master Loan
Agreement (as hereinafter defined).

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

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

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

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

     Event of Default. See Section 12.1.

     Federal Funds Effective Rate. For any day, the rate per annum (rounded to
the nearest one hundredth of one percent (1/100 of 1%)) announced by the Federal
Reserve Bank of Cleveland on such day as being the weighted average of the rates
on overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve Bank in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate", or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for such day on such transactions received by the
Agent from three (3) Federal funds brokers of recognized standing selected by
the Agent.

     generally accepted accounting principles. Principles that are (a)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its


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predecessors, as in effect from time to time and (b) consistently applied with
past financial statements of the Person adopting the same principles; provided
that a certified public accountant would, insofar as the use of such accounting
principles is pertinent, be in a position to deliver an unqualified opinion
(other than a qualification regarding changes in generally accepted accounting
principles) as to financial statements in which such principles have been
properly applied. Notwithstanding the foregoing, for the purposes of the
financial calculations hereunder, any amount otherwise included therein from a
mark-up or mark-down of a derivative product of a Person shall be excluded.

     Ground Lease. A ground lease as to which no default or event of default has
occurred and containing the following terms and conditions: (a) a remaining term
(exclusive of any unexercised extension options) of forty (40) years or more
from the Closing Date; (b) the right of the lessee to mortgage and encumber its
interest in the leased property without the consent of the lessor; (c) the
obligation of the lessor to give the holder of any mortgage lien on such leased
property written notice of any defaults on the part of the lessee and agreement
of such lessor that such lease will not be terminated until such holder has had
a reasonable opportunity to cure or complete foreclosure, and fails to do so;
(d) reasonable transferability of the lessee's interest under such lease,
including the ability to sublease; and (e) such other rights customarily
required by mortgagees making a loan secured by the interest of the holder of
the leasehold estate demised pursuant to a ground lease.

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

     Guarantors. Collectively, the Trust and each Subsidiary Guarantor, and
individually, any one such Guarantor.

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

     Hazardous Substances. See Section 6.18(b).

     Indebtedness. All obligations, contingent and otherwise, that in accordance
with generally accepted accounting principles should be classified upon the
obligor's balance sheet as liabilities, or to which reference should be made by
footnotes thereto, but without any double counting, including in any event and
whether or not so classified: (a) all debt and similar monetary obligations,
whether direct or indirect (including, without limitation, any obligations
evidenced by bonds, debentures, notes or similar debt instruments); (b) all
liabilities secured by any mortgage, pledge, security interest, lien, charge or
other encumbrance existing on property owned or acquired subject thereto,
whether or not the liability secured thereby shall have been assumed; (c) all
guarantees, endorsements and other contingent obligations whether direct or
indirect in respect of indebtedness of others, including any obligation to
supply funds to or in any manner to invest directly or indirectly in a Person,
to purchase indebtedness, or to assure the owner of indebtedness against loss
through an agreement to purchase goods, supplies or services


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for the purpose of enabling the debtor to make payment of the indebtedness held
by such owner or otherwise; (d) any obligation as a lessee or obligor under a
Capitalized Lease; (e) all subordinated debt (other than Trust Preferred
Equity); (f) all obligations to purchase under agreements to acquire (but
excluding agreements which provide that the seller's remedies thereunder are
limited to market liquidated damages in the event the purchaser defaults
thereunder), or otherwise to contribute money with respect to, properties under
"development" within the meaning of Section 8.9 of the Unsecured Master Loan
Agreement; and (g) all obligations, contingent or deferred or otherwise, of any
Person, including, without limitation, any such obligations as an account party
under acceptance, letter of credit or similar facilities including, without
limitation, obligations to reimburse the issuer in respect of a letter of credit
except for contingent obligations (but excluding any guarantees or similar
obligations) that are not material and are incurred in the ordinary course of
business in connection with the acquisition or obtaining commitments for
financing of Real Estate.

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

     Interest Period. With respect to each LIBOR Rate Loan (a) initially, the
period commencing on the Drawdown Date of such Loan and ending one, two, three
or six months (or, with the consent of the Banks, a period of less than one (1)
month) thereafter and (b) thereafter, each period commencing on the day
following the last day of the next preceding Interest Period applicable to such
Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:

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

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

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

     Investments. With respect to any Person, all shares of capital stock,
evidences of Indebtedness and other securities issued by any other Person, all
loans, advances, or extensions of credit to, or contributions to the capital of,
any other Person, all purchases of the securities or business or integral part
of the business of any other Person and commitments and options to make such
purchases, all interests in real property, and all other investments; provided,
however, that the term "Investment" shall not include (i) equipment, inventory
and other tangible personal property acquired in the ordinary course of
business, or (ii) current trade and customer accounts


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receivable for services rendered in the ordinary course of business and payable
in accordance with customary trade terms. In determining the aggregate amount of
Investments outstanding at any particular time: (a) the amount of any Investment
represented as a guaranty shall be taken at not less than the principal amount
of the obligations guaranteed and still outstanding; (b) there shall be included
as an Investment all interest accrued with respect to Indebtedness constituting
an Investment unless and until such interest is paid; (c) there shall be
deducted in respect of each such Investment any amount received as a return of
capital (but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution); (d) there shall not be deducted in
respect of any Investment any amounts received as earnings on such Investment,
whether as dividends, interest or otherwise, except that accrued interest
included as provided in the foregoing clause (b) may be deducted when paid; and
(e) there shall not be deducted from the aggregate amount of Investments any
decrease in the value thereof.

     Joinder Agreement. The joinder agreement with respect to the Guaranty and
the Contribution Agreement to be executed and delivered pursuant to Section 5.2
by any additional Guarantor, substantially in the form of Exhibit B hereto.

     KeyBank. As defined in the preamble hereto.

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

     LIBOR Lending Office. Initially, the office of each Bank designated as such
in Schedule 1.1 hereto; thereafter, such other office of such Bank, if any, that
shall be making or maintaining LIBOR Rate Loans.

     LIBOR Rate. For any LIBOR Rate Loan for any Interest Period, the average
rate (rounded to the nearest 1/100th) as shown in Dow Jones Markets (formerly
Telerate) (Page 3750) at which deposits in U.S. dollars are offered by first
class banks in the London Interbank Market at approximately 11:00 a.m. (London
time) on the day that is two (2) LIBOR Business Days prior to the first day of
such Interest Period with a maturity approximately equal to such Interest Period
and in an amount approximately equal to the amount to which such Interest Period
relates, adjusted for reserves and taxes if required by future regulations. If
Dow Jones Markets no longer reports such rate or Agent determines in good faith
that the rate so reported no longer accurately reflects the rate available to
Agent in the London Interbank Market, Agent may select a replacement index. For
any period during which a Reserve Percentage shall apply, the LIBOR Rate with
respect to LIBOR Rate Loans shall be equal to the amount determined above
divided by an amount equal to 1 minus the Reserve Percentage.

     LIBOR Rate Loans. The Term LIBOR Rate Loans.

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

     Loans. The Term Loans.


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     Majority Banks. As of any date, any Bank or collection of Banks whose
aggregate Commitment Percentage is more than fifty percent (50%); provided,
that, in determining said percentage at any given time, all then existing
Defaulting Banks will be disregarded and excluded and the Commitment Percentages
of the Banks shall be redetermined for voting purposes only, to exclude the
Commitment Percentages of such Defaulting Banks.

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

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

     Non-Consenting Bank. See Section 18.9.

     Notes. The Term Loan Notes, if any.

     Notice. See Section 19.

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

     OFAC. Office of Foreign Asset Control of the Department of the Treasury of
the United States of America.

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

     Patriot Act. The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may
be amended from time to time, and corresponding provisions of future laws.

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

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

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


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

     Register. See Section 18.2.

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

     Related Fund. With respect to any Bank which is a fund that invests in
loans, any Affiliate of such Bank or any other fund that invests in loans that
is managed by the same investment advisor as such Bank or by an Affiliate of
such Bank or such investment advisor.

     Release. See Section 6.18(c)(iii) of the Unsecured Master Loan Agreement
(as hereinafter defined).

     Required Banks. As of any date, any Bank or collection of Banks whose
aggregate Commitment Percentage is equal to or greater than sixty-six and
two-thirds percent (66.66%); provided that in determining said percentage at any
given time, all then existing Defaulting Banks will be disregarded and excluded
and the Commitment Percentages of the Banks shall be redetermined for voting
purposes only to exclude the Commitment Percentages of such Defaulting Banks.

     Reserve Percentage. For any day with respect to a LIBOR Rate Loan, the
maximum rate (expressed as a decimal) at which any lender subject thereto would
be required to maintain reserves (including, without limitation, all base,
supplemental, marginal and other reserves) under Regulation D of the Board of
Governors of the Federal Reserve System (or any successor or similar regulations
relating to such reserve requirements) against "Eurocurrency Liabilities" (as
that term is used in Regulation D or any successor or similar regulation), if
such liabilities were outstanding. The Reserve Percentage shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Percentage.

     SEC. The federal Securities and Exchange Commission.

     Short-term Investments. As defined in the Unsecured Master Loan Agreement.

     State. A state of the United States of America.

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

     Subsidiary Guarantor. Collectively, Rossford Development LLC, Ramco
Roseville Plaza LLC and each Subsidiary of Borrower or the Trust which becomes a
Guarantor pursuant to Section 5.2.

     Tax Indemnity Agreement. That certain Tax Agreement dated as of May 10,
1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the
Trust).


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     Term Base Rate Loans. The Term Loans bearing interest by reference to the
Base Rate.

     Term LIBOR Rate Loans. The Term Loans bearing interest by reference to the
LIBOR Rate.

     Term Loan or Term Loans. An individual Term Loan or the aggregate Term
Loans, as the case may be, in the maximum principal amount of $22,600,000.00
made by the Term Loan Banks hereunder.

     Term Loan Banks. Collectively, the Banks which have a Term Loan Commitment,
the initial Term Loan Banks being identified on Schedule 1.1 hereto.

     Term Loan Commitment. As to each Term Loan Bank, the amount equal to such
Term Loan Bank's Term Loan Commitment Percentage of the aggregate principal
amount of the Term Loans from time to time outstanding to Borrower.

     Term Loan Commitment Percentage. With respect to each Term Loan Bank, the
percentage set forth on Schedule 1.1 hereto as such Term Loan Bank's percentage
of the aggregate Term Loan to Borrower, as the same may be changed from time to
time in accordance with the terms of this Agreement.

     Term Loan Maturity Date. September 23, 2006, or such earlier date on which
the Loans shall become due and payable pursuant to the terms hereof.

     Term Loan Note. A promissory note made by the Borrower in favor of a Term
Loan Bank in the principal face amount equal to such Term Loan Bank's Term Loan
Commitment, in substantially the form of Exhibit A hereto.

     Titled Agents. The Arranger and the Co-Syndication Agents.

     Total Commitment. The sum of the Commitments of the Banks, as in effect
from time to time. As of the date of this Agreement, the Total Commitment is
Twenty-Two Million Six Hundred Thousand and No/100 Dollars ($22,600,000.00).

     Trust Preferred Equity. Any preferred equity interest (and related note)
issued by the Trust (or a subsidiary trust created to issue such securities) (a)
which has a minimum remaining term of not less than five (5) years (b) which is
unsecured and which is not guaranteed by any other Person, (c) which imposes no
financial or negative covenants (or other covenants, representations or defaults
which have the same practical effect thereof) on the Trust, the Borrower or
their respective Subsidiaries, (d) pursuant to which all claims and liabilities
of the Trust, Borrower and its Subsidiary with respect thereto are subordinate
to the payment of the Obligations of the Borrower, the Trust and their
respective Subsidiaries on terms acceptable to the Agent, and as to which
subordination provisions the Agent and the Banks shall be third party
beneficiaries, (e) which provides that, upon the non-payment of the note and any
dividends or other distributions that are required to be paid or made with
respect thereto, the only available remedies to the holders thereof or any
trustee or agent acting on their behalf are (x) the assumption of one or more
seats on the Board of the Trust and/or (y) the blockage of (A) payments of any
dividends or other distributions to the holders of the common shares of the


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Trust or other securities ranking on a parity with or subordinate to such Trust
Preferred Equity, or (B) payments of amounts in redemption of or to repurchase
common shares of the Trust or other securities ranking on a parity with or
subordinate to such Trust Preferred Equity, and (f) which does not violate the
terms of Section 8.10 of the Unsecured Master Loan Agreement.

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

     Unconsolidated Affiliate. As to any Person, any other Person in which it
owns an interest which is not a Subsidiary.

     Unsecured Master Loan Agreement. The Unsecured Master Loan Agreement dated
December 13, 2005, by and among Borrower, Trust, KeyBank, individually and as
Agent, and the other banks from time to time a party thereto, as such agreement
exists as of the date hereof. In the event the Unsecured Master Loan Agreement
shall be modified or any of the provisions thereof shall be waived thereunder in
writing and the Required Banks hereunder shall have approved the same as banks
under the Unsecured Master Loan Agreement, then such amendment or waiver shall
be deemed to be part of the definition of Unsecured Master Loan Agreement.

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

     Wholly Owned Subsidiary. Any Subsidiary of Borrower or the Trust in which
all of the equity interests (other than in the case of a corporation, director's
qualifying shares) are at the time directly or indirectly owned by Borrower or
the Trust.

     SECTION 1.2. RULES OF INTERPRETATION.

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

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

          (c) A reference to any law includes any amendment or modification to
such law.

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

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

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


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

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

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

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

SECTION 2. THE CREDIT FACILITY.

     SECTION 2.1. INTENTIONALLY OMITTED.

     SECTION 2.2. COMMITMENT TO LEND TERM LOAN. Subject to the terms and
conditions set forth in this Agreement, each of the Term Loan Banks severally
agrees to lend to Borrower on the Closing Date such Term Loan Bank's Term Loan
Commitment. The Term Loans shall be fully disbursed on the Closing Date.

     SECTION 2.3. INTENTIONALLY OMITTED.

     SECTION 2.4. INTEREST ON LOANS.

          (a) Intentionally omitted.

          (b) Intentionally omitted.

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

          (d) Each Term LIBOR Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the date on which such
Term LIBOR Rate Loan is repaid or is converted to a Term Base Rate Loan at the
rate per annum equal to the sum of the LIBOR Rate determined for such Interest
Period plus 1.35%.

          (e) The Borrower promises to pay interest on each Loan to it in
arrears on each Interest Payment Date with respect thereto.

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


                                       12

<PAGE>

      SECTION 2.5. INTENTIONALLY OMITTED.

     SECTION 2.6. FUNDS FOR LOANS.

          (a) Not later than 11:00 a.m. (Cleveland time) on the proposed
Drawdown Date of any Term Loans, each of the Term Loan Banks, as applicable,
will make available to the Agent, at the Agent's Head Office, in immediately
available funds, the amount of such Bank's Commitment Percentage of the amount
of the requested Loans which may be disbursed pursuant to Section 2.2. Upon
receipt from each such Bank of such amount, and upon receipt of the documents
required by Section 10 and Section 11 and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Agent will make
available to the Borrower the aggregate amount of Term Loans, made available to
the Agent by the Term Loan Banks, by crediting such amount to the account of the
Borrower maintained at the Agent's Head Office or by transferring such amount to
an account designated by Borrower. The failure or refusal of any Term Loan Bank
to make available to the Agent at the aforesaid time and place on any Drawdown
Date the amount of its Commitment Percentage of the requested Loans shall not
relieve any other Term Loan Bank from its several obligation hereunder to make
available to the Agent the amount of such other Bank's Commitment Percentage of
any requested Loans. In the event of any such failure or refusal, the Banks not
so failing or refusing shall be entitled to a priority position as against the
Bank or Banks so failing or refusing for such Loans as provided in Section 12.5.

          (b) Unless the Agent shall have been notified by any Bank prior to the
applicable Drawdown Date that such Bank will not make available to the Agent
such Bank's pro rata share of a proposed Loan, the Agent may in its discretion
assume that such Bank has made such share of the proposed Loan available to
Agent in accordance with the provisions of this Agreement and the Agent may, if
it chooses, in reliance upon such assumption make such Loan available to
Borrower, and such Bank shall be liable to the Agent for the amount of such
advance. If such Bank does not pay such corresponding amount upon the Agent's
demand therefor, the Agent will promptly notify the Borrower, and the Borrower
shall promptly pay such corresponding amount to the Agent. The Agent shall also
be entitled to recover from the Bank or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Agent to the Borrower to the date
such corresponding amount is recovered by the Agent at a per annum rate equal to
(i) from the Borrower at the applicable rate for such Loan or (ii) from a Bank
at the Federal Funds Effective Rate.

     SECTION 2.7. INTENTIONALLY OMITTED.

     SECTION 2.8. INTENTIONALLY OMITTED.

     SECTION 2.9. INTENTIONALLY OMITTED.

     SECTION 2.10. INTENTIONALLY OMITTED.

     SECTION 2.11. EVIDENCE OF DEBT. The indebtedness of the Borrower resulting
from the Loans made by each Bank from time to time shall be evidenced by one or
more accounts or records maintained by such Bank and the Agent in the ordinary
course of business, including, without limitation, the amounts of principal and
interest payable and paid to such Bank from time to time


                                        13

<PAGE>

hereunder. The Borrower hereby irrevocably authorizes Agent and the Banks to
make, or cause to be made, at or about the time of the Drawdown Date of any Loan
or at the time of receipt of any payment thereof, an appropriate notation on
Agent's and the Bank's records reflecting the making of such Loan or (as the
case may be) the receipt of such payment. The Agent shall maintain accounts or
records in accordance with its usual practice in which it shall record: (i) the
date and the amount of each Loan made hereunder, the Type of Loan and, if
appropriate, the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Bank hereunder, and (iii) the amount of any sum received by the
Agent hereunder from the Borrower and each Bank's share thereof. The accounts or
records maintained by the Agent and each Bank shall be prima facie evidence of
the existence and amounts of the Obligations recorded therein and shall be
conclusive absent manifest error of the amount of the Loans made by the Banks to
the Borrower and the interest and payments thereon. Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder or under the Notes, if any, to pay any
amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Bank and the accounts and
records of the Agent in respect of such matters, the accounts and records of the
Agent shall control in the absence of manifest error. The Borrower agrees that
upon the request of any Bank made through the Agent (whether for purposes of
pledge, enforcement or otherwise), the Borrower shall promptly execute and
deliver to such Bank (through the Agent) a Term Loan Note, as applicable,
payable to the order of such Bank, which shall evidence such Bank's Loans in
addition to such accounts or records. Each Bank may attach schedules to its
Notes and endorse thereon the date, Type (if applicable), amount and maturity of
its Loans and payments with respect thereto. All references to Notes in the Loan
Documents shall mean Notes, if any, to the extent issued hereunder.

SECTION 3. REPAYMENT OF THE LOANS.

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

     SECTION 3.2. MANDATORY PREPAYMENTS. If at any time (a) the Unsecured Term
Loan Agreement is terminated, or (b) all of the "Revolving Credit Commitments"
(as defined in the Unsecured Term Loan Agreement) are terminated, then in any of
such events the Commitment under this Agreement shall terminate and the Borrower
shall immediately pay to Agent on behalf of the Banks all principal, interest
and other amounts due and payable under this Agreement.

     SECTION 3.3. OPTIONAL PREPAYMENTS. The Borrower shall have the right, at
its election, to prepay the outstanding amount of the applicable Loans, as a
whole or in part, at any time without penalty or premium; provided, that if any
full or partial prepayment of the outstanding amount of any LIBOR Rate Loan is
made other than on the last day of the Interest Period relating thereto, such
prepayment shall be accompanied by the payment of any amounts due pursuant to
Section 4.8. The Borrower shall give the Agent, no later than 10:00 a.m.,
Cleveland time, at least five (5) Business Days' prior written notice of any
prepayment pursuant to this Section 3.3, in each case specifying the proposed
date of payment of Loans and the principal amount to be paid.


                                        14

<PAGE>

     SECTION 3.4. PARTIAL PREPAYMENTS. Each partial prepayment of the Loans
under Section 3.3 shall be in a minimum amount of $100,000, shall be accompanied
by the payment of accrued interest on the principal prepaid to the date of
payment and, after payment of such interest, shall be applied, to the principal
of the Term Loans, and within each category, first to the principal of the Base
Rate Loans and then to the principal of the LIBOR Rate Loans.

     SECTION 3.5. EFFECT OF PREPAYMENTS. Any portion of the Term Loans that is
prepaid may not be reborrowed.

SECTION 4. CERTAIN GENERAL PROVISIONS.

     SECTION 4.1. CONVERSION OPTIONS.

          (a) The Borrower may elect from time to time to convert any of its
outstanding Term Loans to a Term Loan of another Type and such Term Loan shall
thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as
applicable; provided that (i) with respect to any such conversion of a LIBOR
Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one
(1) Business Day's prior written notice of such election, and such conversion
shall only be made on the last day of the Interest Period with respect to such
LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to
a LIBOR Rate Loan the Borrower shall give the Agent at least three (3) LIBOR
Business Days' prior written notice of such election and the Interest Period
requested for such Loan, the principal amount of the Loan so converted shall be
in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in
excess thereof and, after giving effect to the making of such Loan there shall
be no more than four (4) Term LIBOR Rate Loans outstanding at any one time; and
(iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event
of Default has occurred and is continuing. All or any part of the outstanding
Term Loans of any Type may be converted as provided herein, provided that no
partial conversion shall result in a Term Base Rate Loan in an aggregate
principal amount of less than $500,000 or a Term LIBOR Rate Loan in an aggregate
principal amount of less than $500,000 and that the aggregate principal amount
of each Loan shall be in an integral multiple of $100,000. On the date on which
such conversion is being made, each Bank shall take such action as is necessary
to transfer its Commitment Percentage of such Loans to its Domestic Lending
Office or its LIBOR Lending Office, as the case may be. Each Conversion Request
relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be
irrevocable by the Borrower.

          (b) Any Term Loan may be continued as such Type upon the expiration of
an Interest Period with respect thereto by compliance by the Borrower with the
terms of Section 4.1(a); provided that no LIBOR Rate Loan may be continued as
such when any Default or Event of Default has occurred and is continuing, but
shall be automatically converted to a Base Rate Loan on the last day of the
Interest Period relating thereto ending during the continuance of any Default or
Event of Default.

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


                                       15

<PAGE>

     SECTION 4.2. INTENTIONALLY OMITTED.

     SECTION 4.3. INTENTIONALLY OMITTED.

     SECTION 4.4. FUNDS FOR PAYMENTS.

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

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

          (c) Each Bank organized under the laws of a jurisdiction outside the
United States shall provide the Borrower with such duly executed form(s) or
statement(s) which may, from time to time, be prescribed by law and, which,
pursuant to applicable provisions of (i) an income tax treaty between the United
States and the country of residence of such Bank, (ii) the Code, or (iii) any
applicable rules or regulations in effect under (i) or (ii) above, indicates the
withholding status of such Bank; provided that nothing herein (including without
limitation the failure or inability to provide such form or statement) shall
relieve the Borrower of its obligations under Section 4.4(b). Each Bank shall
deliver photocopies of such forms or other appropriate certifications on or
before the date that any such form shall expire or become obsolete and after the
occurrence of any event requiring a change in the most recent form delivered to
the Borrower for the Agent. Any Bank which sells a participation in any of its
Commitments shall be required to obtain such forms from any participant, and
shall be required to withhold any amounts from such participant as required by
the Code or Treasury Regulations issued pursuant thereto.


                                       16

<PAGE>

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

     SECTION 4.6. SUSPENSION OF LIBOR RATE LOANS. In the event that, prior to
the commencement of any Interest Period relating to any LIBOR Rate Loan, the
Agent shall reasonably determine that adequate and reasonable methods do not
exist for ascertaining the LIBOR Rate for such Interest Period, or the Agent
shall reasonably determine that the LIBOR Rate will not adequately and fairly
reflect the cost to the Banks of making or maintaining LIBOR Rate Loans for such
Interest Period, the Agent shall forthwith give notice of such determination
(which shall be conclusive and binding on the Borrower and the Banks) to the
Borrower and the Banks. In such event each LIBOR Rate Loan will automatically,
on the last day of the then current Interest Period thereof, become a Base Rate
Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be
suspended until the Agent determines that the circumstances giving rise to such
suspension no longer exist, whereupon the Agent shall so notify the Borrower and
the Banks.

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

     SECTION 4.8. ADDITIONAL INTEREST. If any LIBOR Rate Loan or any portion
thereof is repaid, or converted to a Base Rate Loan for any reason on a date
which is prior to the last day of the Interest Period applicable to such LIBOR
Rate Loan, or if repayment of the Loans has been accelerated as provided in
Section 12.1, the Borrower will pay to the Agent upon demand for the account of
the Banks in accordance with their respective Commitment Percentages, in
addition to any amounts of interest otherwise payable hereunder, any amounts
required to compensate the Banks for any losses, costs or expenses which may
reasonably be incurred as a result of such payment, reapportionment or
conversion.

     SECTION 4.9. ADDITIONAL COSTS, ETC. Notwithstanding anything herein to the
contrary, if any present or future applicable law, or any amendment or
modification of present applicable law, which expression, as used herein,
includes statutes, rules and regulations thereunder and legally binding
interpretations thereof by any competent court or by any governmental or other
regulatory body or official with appropriate jurisdiction charged with the
administration or the


                                       17

<PAGE>

interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Bank or
the Agent by any central bank or other fiscal, monetary or other authority
(whether or not having the force of law), shall:

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

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

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

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

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

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

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

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

     SECTION 4.10. CAPITAL ADEQUACY. If after the date hereof any Bank
determines that (a) the adoption of or change in any law, rule, regulation or
guideline regarding capital requirements for banks or bank holding companies or
any change in the interpretation or application thereof by any governmental
authority charged with the administration thereof, or (b) compliance by such
Bank or its parent bank holding company with any guideline, request or directive
of any such


                                       18

<PAGE>

entity regarding capital adequacy (whether or not having the force of law), has
the effect of reducing the return on such Bank's or such holding company's
capital as a consequence of such Bank's commitment to make Loans hereunder to a
level below that which such Bank or holding company could have achieved but for
such adoption, change or compliance (taking into consideration such Bank's or
such holding company's then existing policies with respect to capital adequacy
and assuming the full utilization of such entity's capital) by any amount deemed
by such Bank to be material, then such Bank may notify the Borrower thereof. The
Borrower agrees to pay to such Bank the amount of such reduction in the return
on capital as and when such reduction is determined, upon presentation by such
Bank of a statement of the amount and setting forth such Bank's calculation
thereof. In determining such amount, such Bank may use any reasonable averaging
and attribution methods.

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

     SECTION 4.12. INTEREST ON OVERDUE AMOUNTS; LATE CHARGE. Overdue principal
on the Loans and all other overdue amounts payable hereunder or under any of the
other Loan Documents (other than interest on the Loans) shall, following the
expiration of any applicable cure period expressly provided for in this
Agreement, bear interest payable on demand at a rate per annum equal to two
percent (2.0%) above the rate that would otherwise be applicable at such time
until such amount shall be paid in full (after as well as before judgment).
Overdue interest on the Loans shall, following the expiration of any applicable
cure period expressly provided for in this Agreement, bear interest payable on
demand at a rate equal to the lesser of (i) a per annum rate equal to two
percent (2.0%) above the rate that would otherwise be applicable at such time or
(ii) the maximum annual rate of interest permitted by applicable law until such
amount shall be paid in full (after as well as before judgment), provided that
in no event shall such rate exceed ten percent (10%) per annum. In addition, the
Borrower shall pay a late charge equal to four percent (4.0%) of any amount of
interest and/or principal payable on the Loans or any other amounts payable
hereunder or under the Loan Documents, which is not paid by the Borrower within
fifteen (15) days after the same shall become due and payable.

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

     SECTION 4.14. LIMITATION ON INTEREST. Notwithstanding anything in this
Agreement to the contrary, all agreements between the Borrower and the Banks and
the Agent, whether now existing or hereafter arising and whether written or
oral, are hereby limited so that in no contingency, whether by reason of
acceleration of the maturity of any of the Obligations or otherwise, shall the
interest contracted for, charged or received by the Banks exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,


                                       19

<PAGE>

interest would otherwise be payable to the Banks in excess of the maximum lawful
amount, the interest payable to the Banks shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Banks shall
ever receive anything of value deemed interest by applicable law in excess of
the maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the Obligations of the
Borrower and to the payment of interest or, if such excessive interest exceeds
the unpaid balance of principal of the Obligations of the Borrower, such excess
shall be refunded to the Borrower. All interest paid or agreed to be paid to the
Banks shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in full of the
principal of the Obligations of the Borrower (including the period of any
renewal or extension thereof) so that the interest thereon for such full period
shall not exceed the maximum amount permitted by applicable law. This section
shall control all agreements between the Borrower and the Banks and the Agent.

     SECTION 4.15. INTENTIONALLY OMITTED.

SECTION 5. UNSECURED OBLIGATION; GUARANTY.

     SECTION 5.1. COLLATERAL. The Banks have agreed to make the Loans to the
Borrower for the account of Borrower on an unsecured basis. Notwithstanding the
foregoing, the Obligations shall be guaranteed pursuant to the terms of the
Guaranty.

     SECTION 5.2. NEW GUARANTORS.

          (a) Requirement to Become Guarantor. In the event that any Wholly
Owned Subsidiary of Borrower or the Trust, whether presently existing or
hereafter formed or acquired, which is not a Guarantor at such time, shall own
or be the lessee under a Ground Lease of an Unencumbered Borrowing Base Property
(as defined in the Unsecured Master Loan Agreement) or otherwise have a
leasehold or other interest in an Unencumbered Borrowing Base Property (as
defined in the Unsecured Master Loan Agreement), then Borrower shall cause such
Subsidiary to execute and deliver to the Agent each of the following items, each
in form and substance satisfactory to the Agent: (i) a Joinder Agreement and
(ii) the items that would have been delivered under Section 10.2 through Section
10.5 if such Subsidiary had been a Guarantor as of the date hereof. The
organizational agreements of each such Subsidiary created after the Closing Date
shall specifically authorize each such Subsidiary to guarantee the Obligations.

          (b) Release of a Guarantor. The Borrower may request in writing that
the Agent release, and upon receipt of such request the Agent shall release
(subject to the terms hereof), a Guarantor from the Guaranty so long as: (i) no
Default or Event of Default shall then be in existence or would occur as a
result of such release; (ii) the Agent shall have received such written request
at least ten (10) Business Days prior to the requested date of release; (iii)
Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either
that (A) the Trust and/or the Borrower has disposed of or simultaneously with
such release will dispose of its entire interest in such Guarantor or that all
of the assets of such Guarantor will be disposed of in compliance with the terms
of this Agreement, and if such transaction involves the disposition by such
Guarantor of all of its assets, the net cash proceeds from such disposition are
being distributed to the Trust and/or the Borrower in connection with such
disposition, (B) such


                                        20

<PAGE>

Guarantor will be the borrower with respect to Secured Indebtedness (as defined
in the Unsecured Master Loan Agreement) permitted under this Agreement, which
Indebtedness will be secured by a Lien (as defined in the Unsecured Master Loan
Agreement) on the assets of such Guarantor, or (C) the Trust and/or the Borrower
has contributed or simultaneously with such release will contribute its entire
direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or
a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will
be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary
which is not a Wholly Owned Subsidiary in compliance with the terms of this
Agreement. Delivery by the Borrower to the Agent of any such request for a
release shall constitute a representation by the Borrower that the matters set
forth in the preceding sentence (both as of the date of the giving of such
request and as of the date of the effectiveness of such request) are true and
correct with respect to such request. Notwithstanding the foregoing, the
foregoing provisions shall not apply to the Trust, which may only be released
upon the written approval of Agent and all of the Banks.

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

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

     SECTION 6.1. CORPORATE AUTHORITY, ETC.

          (a) Incorporation; Good Standing. The Borrower is a Delaware limited
partnership duly organized pursuant to its first amended and restated limited
partnership agreement dated May 10, 1996, as amended by amendments one through
twenty, and a Certificate of Limited Partnership and amendments thereto filed
with the Secretary of the State of Delaware and is validly existing and in good
standing under the laws of the State of Delaware. The Trust is a Maryland real
estate investment trust duly organized pursuant to its trust declaration dated
October 2, 1997, as amended and supplemented, and a Certificate of Trust filed
with the Secretary of the State of Maryland and is validly existing and in good
standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a
limited partnership, limited liability company or other entity duly organized
and validly existing and in good standing under the laws of its respective State
of organization. Each of the Borrower and the Guarantors (i) has all requisite
power to own its respective property and conduct its respective business as now
conducted and as presently contemplated, and (ii) as to the Borrower and the
Guarantors are in good standing as a foreign entity and is duly authorized to do
business in the jurisdictions where the Unencumbered Borrowing Base Properties
(as defined in the Unsecured Loan Agreement) are located and in each other
jurisdiction where a failure to be so qualified in such other jurisdiction could
have a materially adverse effect on the business, assets or financial condition
of such Person. The Trust is a real estate investment trust in full compliance
with and entitled to the benefits of Section 856 of the Code, and has elected to
be treated as a real estate investment trust pursuant to the Code.

          (b) Subsidiaries. Each of the Subsidiaries of the Borrower and the
Trust (i) is a corporation, limited partnership, limited liability company or
trust duly organized under the laws of its State of organization and is validly
existing and in good standing under the laws thereof, (ii) has all requisite
power to own its property and conduct its business as now


                                       21

<PAGE>

conducted and as presently contemplated and (iii) is in good standing and is
duly authorized to do business in each jurisdiction where Real Estate held by it
is located and in each other jurisdiction where a failure to be so qualified
could have a materially adverse effect on the business, assets or financial
condition of the Borrower, the Trust, or such Subsidiary.

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

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

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

     SECTION 6.3. INTENTIONALLY OMITTED.

     SECTION 6.4. INTENTIONALLY OMITTED.

     SECTION 6.5. INTENTIONALLY OMITTED.

     SECTION 6.6. INTENTIONALLY OMITTED.

     SECTION 6.7. LITIGATION. Except as stated on Schedule 6.7 there are no
actions, suits, proceedings or investigations of any kind pending or to the
knowledge of such person threatened against the Borrower, the Guarantors or any
of their respective Subsidiaries before any court, tribunal, arbitrator,
mediator or administrative agency or board that, if adversely determined, might,
either in any case or in the aggregate, materially adversely affect the
properties, assets, financial condition or business of such Person or materially
impair the right of such Person to


                                       22

<PAGE>

carry on business substantially as now conducted by it, or result in any
liability not adequately covered by insurance, or for which adequate reserves
are not maintained on the balance sheet of such Person, or which question the
validity of this Agreement or any of the other Loan Documents, any action taken
or to be taken pursuant hereto or thereto or any lien or security interest
created or intended to be created pursuant hereto or thereto, or which will
adversely affect the ability of the Borrower or the Guarantors to pay and
perform the Obligations in the manner contemplated by this Agreement and the
other Loan Documents. Except as set forth on Schedule 6.7, as of the date of
this Agreement, there are no judgments outstanding against or adversely
affecting any of the Borrower, the Guarantors or any of their respective
Subsidiaries.

     SECTION 6.8. INTENTIONALLY OMITTED.

     SECTION 6.9. INTENTIONALLY OMITTED.

     SECTION 6.10. INTENTIONALLY OMITTED.

     SECTION 6.11. NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

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

     SECTION 6.13. INTENTIONALLY OMITTED.

     SECTION 6.14. INTENTIONALLY OMITTED.

     SECTION 6.15. INTENTIONALLY OMITTED.

     SECTION 6.16. INTENTIONALLY OMITTED.

     SECTION 6.17. REGULATIONS T, U AND X. No portion of any Loan is to be used
for the purpose of purchasing or carrying any "margin security" or "margin
stock" as such terms are used in Regulations T, U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.
Neither the Borrower nor any Guarantor is engaged, and neither the Borrower nor
any Guarantor will engage, principally or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any
"margin security" or "margin stock" as such terms are used in Regulations T, U
and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts
220, 221 and 224.

     SECTION 6.18. INTENTIONALLY OMITTED.

     SECTION 6.19. INTENTIONALLY OMITTED.

     SECTION 6.20. INTENTIONALLY OMITTED.


                                       23

<PAGE>

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

     SECTION 6.22. INTENTIONALLY OMITTED.

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

     SECTION 6.24. INTENTIONALLY OMITTED.

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

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

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

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


                                       24

<PAGE>

which financing will enable the Borrower and its Subsidiaries to have available
financing to refinance existing indebtedness and to conduct and expand their
business.

     SECTION 6.29. INTENTIONALLY OMITTED.

     SECTION 6.30. INTENTIONALLY OMITTED.

     SECTION 6.31. INTENTIONALLY OMITTED.

     SECTION 6.32. INTENTIONALLY OMITTED.

     SECTION 6.33. RESTATEMENT OF REPRESENTATIONS SET FORTH IN THE UNSECURED
LOAN AGREEMENT. The Borrower and the Trust restate and affirm each and every
representation and warranty set forth in the Unsecured Master Loan Agreement as
if the same were more fully set forth herein.

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

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

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

     SECTION 7.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief
executive office at 31500 Northwestern Highway, Suite 300, Farmington Hills,
Michigan, 48334, or at such other place in the United States of America as the
Borrower shall designate upon prior written notice to the Agent and the Banks,
where notices, presentations and demands to or upon the Borrower in respect of
the Loan Documents may be given or made.

     SECTION 7.3. RECORDS AND ACCOUNTS. The Borrower and the Trust will (a)
keep, and cause each of their respective Subsidiaries to keep, true and accurate
records and books of account in which full, true and correct entries will be
made in accordance with generally accepted accounting principles and (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation and amortization of its properties and the properties of their
respective Subsidiaries, contingencies and other reserves. Neither the Borrower
nor the Guarantors nor any of their respective Subsidiaries shall, without the
prior written consent of the Majority Banks, (x) make any material changes to
the accounting principles used by such Person in preparing the financial
statements and other information described in Section6.4 or (y) change its
fiscal year.

     SECTION 7.4. INTENTIONALLY OMITTED.

     SECTION 7.5. NOTICES.

          (a) Defaults. The Borrower will promptly notify the Agent in writing
of the occurrence of any Default or Event of Default. If any Person shall give
any notice or take any


                                       25

<PAGE>

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

          (b) INTENTIONALLY OMITTED.

          (c) INTENTIONALLY OMITTED.

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

     SECTION 7.6. INTENTIONALLY OMITTED.

     SECTION 7.7. INTENTIONALLY OMITTED.

     SECTION 7.8. INTENTIONALLY OMITTED.

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

     SECTION 7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower and the Trust will comply with, and will cause each of their respective
Subsidiaries to comply in all respects with, (i) all applicable laws and
regulations now or hereafter in effect wherever its business is conducted,
including all Environmental Laws (as defined in the Unsecured Master Loan
Agreement), (ii) the provisions of its corporate charter, partnership agreement
or declaration of trust, as the case may be, and other charter documents and
bylaws, (iii) all agreements and instruments to which it is a party or by which
it or any of its properties may be bound, (iv) all applicable decrees, orders,
and judgments, and (v) all licenses and permits required by applicable laws and
regulations for the conduct of its business or the ownership, use or operation
of its properties. If at any time while any Loan or Note is outstanding or the
Banks have any obligation to make Loans hereunder, any authorization, consent,
approval, permit or


                                       26

<PAGE>

license from any officer, agency or instrumentality of any government shall
become necessary or required in order that the Borrower or the Guarantors may
fulfill any of its obligations hereunder or under the other Loan Documents, the
Borrower will immediately take or cause to be taken all steps necessary to
obtain or cause such Guarantor or Subsidiary to obtain such authorization,
consent, approval, permit or license and furnish the Agent and the Banks with
evidence thereof.

     SECTION 7.11. USE OF PROCEEDS. Subject to the terms, covenants and
conditions set forth herein, the Borrower will use the proceeds of the Loans to
the Borrower solely to provide financing for purchasing that real property
located in Kissimmee, Florida and commonly referred to as SuperTarget at
Kissimmee West (which is intended by Borrower to be an "Unencumbered Borrowing
Base Property" as defined in the Unsecured Master Loan Agreement) and to pay
closing costs hereunder.

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

     SECTION 7.13. COMPLIANCE. The Borrower and the Trust shall operate their
respective businesses, and shall cause each of their respective Subsidiaries to
operate its business, in compliance with the terms and conditions of this
Agreement and the other Loan Documents. The Trust shall at all times comply with
all requirements of applicable laws necessary to maintain REIT Status, shall
elect to be treated as a real estate investment trust and shall operate its
business in compliance with the terms and conditions of this Agreement and the
other Loan Documents.

     SECTION 7.14. INTENTIONALLY OMITTED.

     SECTION 7.15. INTENTIONALLY OMITTED.

     SECTION 7.16. INTENTIONALLY OMITTED.

     SECTION 7.17. INTENTIONALLY OMITTED.

     SECTION 7.18. INTENTIONALLY OMITTED.

     SECTION 7.19. INTENTIONALLY OMITTED

     SECTION 7.20. INCREASE OF REVOLVING CREDIT COMMITMENT.

          (a) Notwithstanding the terms and provisions of Section 2.8 of the
Unsecured Master Loan Agreement, the Borrower covenants and agrees that, so long
as any Loan or Note is outstanding or any of the Banks has any obligation to
make any Loans that the Borrower shall only be permitted to increase the Total
Revolving Credit Commitment (as defined in the Unsecured Master Loan Agreement)
by a total amount of $70,000,000.00.


                                        27

<PAGE>

          (b) In the event that the Borrower fails to pay on the Term Loan
Maturity Date all of the Term Loans Outstanding on such date, together with any
and all accrued and unpaid interest thereon, Borrower and Trust hereby
authorizes the Banks to exercise on Borrower's behalf, Borrower's right to
increase the Total Revolving Credit Commitment by an amount necessary to pay all
Term Loans Outstanding, and Borrower shall pay any fees and expenses due to the
Agent and the Revolving Credit Banks under the Unsecured Master Loan Agreement
relating to such increase.

     SECTION 7.21. COMPLIANCE WITH COVENANTS IN UNSECURED MASTER LOAN AGREEMENT.
The Borrower agrees to, and agrees to cause the Guarantors to, perform and
comply with each and every covenant, whether affirmative or negative, of the
Borrower or the Guarantors set forth in the Unsecured Master Loan Agreement and
the other "Loan Documents" (as defined in the Unsecured Master Loan Agreement)
as if the same were more fully set forth herein. In the event that the Unsecured
Master Loan Agreement shall terminate or otherwise be of no force or effect,
then the obligation of the Borrower and the Guarantors hereunder to perform each
and every covenant therein and to restate and reaffirm every representation and
warranty therein shall survive notwithstanding such termination. Borrower and
Trust shall furnish to Agent each of the financial statements, reports,
compliance certificates and other items and information required under Article 7
of the Unsecured Master Loan Agreement to be delivered to the "Agent" or the
"Banks" thereunder, in the form and on the dates required by the Unsecured
Master Loan Agreement to be delivered to the "Agent" or the "Banks" for so long
as this Agreement is in effect; provided that the delivery of such items to the
Banks as "Banks" and the "Agent" under the Unsecured Master Loan Agreement shall
satisfy the foregoing requirement. Upon the request of Agent, the Borrower and
Guarantors shall enter into such amendments to the Loan Documents as Agent may
reasonably request to incorporate some or all of the representatives, warranties
and covenants of the Unsecured Master Loan Agreement into the Loan Documents.

SECTION 8. INTENTIONALLY OMITTED.

SECTION 9. INTENTIONALLY OMITTED.

SECTION 10. CLOSING CONDITIONS.

     The obligations of the Agent and the Banks to enter into this Agreement and
to make the Loans shall be subject to the satisfaction of the following:

     SECTION 10.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been
duly executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance reasonably satisfactory to
the Agent. The Agent shall have received a fully executed copy of each such
document, except that each Bank shall have received a fully executed counterpart
of its Note, if any.

     SECTION 10.2. CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS. The Agent shall
have received from the Borrower a copy, certified as of a recent date by the
appropriate officer of each State in which the Borrower, the Guarantors or any
of their respective Subsidiaries, as applicable, is organized or in which the
Real Estate is located and a duly authorized partner, member or officer of such
Person, as applicable, to be true and complete, of the partnership agreement,
corporate


                                       28

<PAGE>

charter, declaration of trust or other organizational documents of the
Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification
to do business, as applicable, as in effect on such date of certification.

     SECTION 10.3. RESOLUTIONS. All action on the part of the Borrower, the
Guarantors, or any of their respective Subsidiaries as applicable, necessary for
the valid execution, delivery and performance by such Person of this Agreement
and the other Loan Documents to which such Person is or is to become a party
shall have been duly and effect