FOURTH AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

Exhibit 10.15

FOURTH AMENDED AND RESTATED

REVOLVING LOAN AGREEMENT

Dated as of November 3, 2003

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ALEXANDRIA REAL ESTATE EQUITIES, L.P.

ARE - QRS CORP.

ARE ACQUISITIONS, LLC

THE OTHER BORROWERS

NOW OR HEREAFTER A PARTY HERETO

THE BANKS HEREIN NAMED

THE OTHER BANKS WHICH MAY BECOME

PARTIES TO THIS AGREEMENT

FLEET NATIONAL BANK, as Administrative Agent,

FLEET SECURITIES, INC. and JP MORGAN SECURITIES, INC., as Co- Lead Arrangers,

JP MORGAN SECURITIES, INC. and SOCIETÉ GENERALE, as Co-Syndication Agents,

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
and KEYBANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

and

EUROHYPO AG, NEW YORK BRANCH,

as Senior Managing Agent

TABLE OF CONTENTS

Page

ARTICLE 1	DEFINITIONS AND ACCOUNTING TERMS	2
1.1	Defined Terms	2
1.2	Use of Defined Terms	26
1.3	Accounting Terms	26
1.4	Rounding	26
1.5	Exhibits and Schedules	26
1.6	References to "Borrowers and their Subsidiaries"	26
1.7	Miscellaneous Terms	26
ARTICLE 2	LOANS	26
2.1	Committed Loans-General	26
2.2	Alternate Base Rate Loans	28
2.3	LIBOR Rate Loans	28
2.4	[Intentionally Omitted]	28
2.5	Swing Loan Commitments	28
2.6	Letters of Credit	31
2.7	Voluntary Reduction of Commitments	33
2.8	[Intentionally Omitted]	34
2.9	Administrative Agent's Right to Assume Funds Available for Advances	34
2.10	Extension of Maturity Date	34
2.11	Unencumbered Asset Pool	35
2.12	Representative of Borrowers	35
2.13	[Intentionally Omitted]	35
ARTICLE 3	PAYMENTS AND FEES	35
3.1	Principal and Interest	35
3.2	Amendment Fee	38
3.3	[Intentionally Omitted]	38
3.4	Commitment Fee	38
3.5	Agency Fee	38
3.6	Extension Fees	38
3.7	Increased Commitment Costs	38
3.8	LIBOR Costs and Related Matters	39
3.9	Late Payments	42
3.10	Computation of Interest and Fees	42
3.11	Non-Banking Days	42
3.12	Manner and Treatment of Payments	42
3.13	Funding Sources	43
3.14	Failure to Charge Not Subsequent Waiver	43
3.15	Administrative Agent's Right to Assume Payments Will be Made by Borrowers	44
3.16	Fee Determination Detail	44
3.17	Survivability	44
ARTICLE 4	REPRESENTATIONS AND WARRANTIES	44
4.1	Existence and Qualification; Power; Compliance With Laws	44
4.2	Authority; Compliance With Other Agreements and Instruments and Government Regulations	45
4.3	No Governmental Approvals Required	45
4.4	Subsidiaries	45
4.5	Financial Statements	46
4.6	No Other Liabilities; No Material Adverse Changes	46
4.7	Title to Property	46
4.8	Intangible Assets	46
4.9	Public Utility Holding Company Act	46
4.10	Litigation	46
4.11	Binding Obligations	47
4.12	No Default	47
4.13	ERISA	47
4.14	Regulations T, U and X; Investment Company Act	47
4.15	Disclosure	47
4.16	Tax Liability	48
4.17	Hazardous Materials	48
4.18	Initial Pool Properties	48
4.19	Property	48
4.20	Brokers	49
4.21	Other Debt	49
4.22	Solvency	49
4.23	No Fraudulent Intent	49
4.24	Transaction in Best Interests of Borrowers; Consideration	49
4.25	No Bankruptcy Filing	50
4.26	Tax Shelter Representation	50
ARTICLE 5	AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)	50
5.1	Payment of Taxes and Other Potential Liens	50
5.2	Preservation of Existence	50
5.3	Maintenance of Real Properties	50
5.4	Maintenance of Insurance	51
5.5	Compliance With Laws	51
5.6	[Intentionally Omitted]	51
5.7	Keeping of Records and Books of Account	51
5.8	Compliance With Agreements	51
5.9	Use of Proceeds	51
5.10	Hazardous Materials Laws	51
5.11	Unencumbered Asset Pool	52
5.12	REIT Status	52
5.13	Additional Borrowers	52
5.14	Inspection of Properties and Books	52
5.15	More Restrictive Agreements	52
5.16	Distributions of Income to the Borrowers	53
5.17	Unencumbered Asset Pool	53
ARTICLE 6	NEGATIVE COVENANTS	54
6.1	Mergers	54
6.2	ERISA	54
6.3	Change in Nature of Business	54
6.4	Transactions with Affiliates	54
6.5	Leverage Ratio	55
6.6	Debt Service Coverage	55
6.7	Fixed Charge Coverage	55
6.8	Distributions	55
6.9	Stockholders' Equity	55
6.10	[Intentionally Omitted]	55
6.11	Secured Debt	55
6.12	Recourse Debt	55
6.13	[Intentionally Omitted]	55
6.14	Negative Pledges	55
6.15	[Intentionally Omitted]	56
6.16	Limiting Agreements	56
6.17	[Intentionally Omitted]	56
6.18	Restrictions on Transfer	56
6.19	Permitted Assets	57
6.20	Equity Forwards	57
ARTICLE 7	INFORMATION AND REPORTING REQUIREMENTS	57
7.1	Financial and Business Information	57
7.2	Compliance Certificates	61
ARTICLE 8	CONDITIONS	61
8.1	Initial Advances	61
8.2	Any Advance	63
ARTICLE 9	EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT	63
9.1	Events of Default	63
9.2	Remedies Upon Event of Default	66
ARTICLE 10	THE ADMINISTRATIVE AGENT	68
10.1	Appointment and Authorization	68
10.2	Administrative Agent and Affiliates	68
10.3	Proportionate Interest in any Collateral	68
10.4	Banks' Credit Decisions	69
10.5	Action by Administrative Agent	69
10.6	Liability of Administrative Agent	70
10.7	Indemnification	71
10.8	Successor Administrative Agent	71
10.9	No Obligations of Borrowers	72
10.10	Co-Agents	72
ARTICLE 11	MISCELLANEOUS	72
11.1	Cumulative Remedies; No Waiver	72
11.2	[Intentionally Omitted]	72
11.3	Costs, Expenses and Taxes	72
11.4	Nature of Banks' Obligations	73
11.5	Survival of Representations and Warranties	74
11.6	Notices	74
11.7	Execution of Loan Documents	74
11.8	Binding Effect; Assignment	74
11.9	Right of Setoff	76
11.10	Sharing of Setoffs	77
11.11	Indemnity by Borrowers	77
11.12	Nonliability of the Banks	78
11.13	No Third Parties Benefited	79
11.14	Confidentiality	80
11.15	Further Assurances	82
11.16	Integration	82
11.17	Governing Law	83
11.18	Severability of Provisions	83
11.19	Headings	83
11.20	Time of the Essence	83
11.21	Foreign Banks and Participants	83
11.22	Hazardous Material Indemnity	84
11.23	Joint and Several	84
11.24	Removal of a Bank	85
11.25	WAIVER OF RIGHT TO TRIAL BY JURY	85
11.26	Purported Oral Amendments	85
11.27	Replacement of Notes	85
ARTICLE 12	AMENDMENTS; CONSENTS	85
12.1	Amendments; Consents	85

Exhibits

A          -            Commitments Assignment and Acceptance

B           -            [Intentionally Omitted]

C          -            [Intentionally Omitted]

D          -            [Intentionally Omitted]

E           -            Compliance Certificate

F           -            Joinder Agreement

G          -            Line Note

H          -            Reserved

I-1        -            [Intentionally Omitted]

I-2        -            [Intentionally Omitted]

J            -            Pricing Certificate

K          -            Request for Loan

L           -            Joint Borrower Provisions

M          -            Swing Loan Note

N          -            Letter of Credit Request

Schedules

1.1                    Bank Commitments

1.2                    Test Debt Service Coverage Amount Calculation

4.4                    Subsidiaries

4.7                    Existing Liens, Negative Pledges and Rights of Others

4.10                  Material Litigation

4.17                  Hazardous Materials Matters

4.18                  Initial Pool Properties

4.19                  Real Property

4.21                  Indebtedness

FOURTH AMENDED AND RESTATED
REVOLVING LOAN AGREEMENT

Dated as of November 3, 2003

This FOURTH AMENDED AND RESTATED REVOLVING LOAN AGREEMENT ("Agreement") is entered into by and among Alexandria Real Estate Equities, Inc., a Maryland corporation ("Parent"), Alexandria Real Estate Equities, L.P., a Delaware limited partnership ("Operating Partnership"), ARE-QRS Corp., a Maryland corporation ("QRS"), ARE Acquisitions, LLC, a Delaware limited liability company ("ARE"), the other borrowers whose names are set forth on the signature pages of this Agreement, each other Wholly-Owned Subsidiary of Parent which may hereafter become a party to this Agreement as a borrower pursuant to Section  5.13 (collectively, with Parent, Operating Partnership, QRS and ARE, the "Borrowers", all on a joint and several basis); each bank whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section  11.8 (collectively, the "Banks" and individually, a "Bank"); Fleet National Bank, as Administrative Agent, Fleet Securities, Inc. and JP Morgan Securities, Inc., as Co-Lead Arrangers, JP Morgan Securities, Inc. and Societé Generale, as Co-Syndication Agents, Commerzbank AG, New York and Grand Cayman Branches, and KeyBank National Association, as Co-Documentation Agents, and Eurohypo AG, New York Branch, as Senior Managing Agent.

RECITALS

WHEREAS, Parent, QRS, ARE, Bank of America National Trust and Savings Association, individually and as managing agent, and certain other banks entered into that certain Revolving Loan Agreement dated as of June 2, 1997 (the "Original Credit Agreement"); and

WHEREAS, Bank of America National Trust and Savings Association assigned its position as managing agent to BankBoston, N.A. the predecessor in interest to the Administrative Agent; and

WHEREAS, the Borrowers, BankBoston, N.A. and certain other banks entered into that certain First Amended and Restated Revolving Loan Agreement dated as of August 4, 1998, which amended and restated the Original Credit Agreement in its entirety (the "First Amended Credit Agreement"); and

WHEREAS, the Borrowers, BankBoston, N.A. and the other banks a party to the First Amended Credit Agreement entered into that certain First Amendment to First Amended and Restated Revolving Loan Agreement dated as of October 21, 1998 (the "First Amendment"); and

WHEREAS, the Borrowers, BankBoston, N.A. and certain other banks entered into that certain Second Amended and Restated Revolving Loan Agreement dated as of February 11, 2000 (the "Second Amended Credit Agreement"), which amended and restated the First Amended Credit Agreement in its entirety; and

WHEREAS, the Borrowers, Fleet National Bank, successor in interest to BankBoston, N.A., and certain other banks entered into that certain Third Amended and Restated Revolving Loan Agreement dated July 11, 2002, as amended by First Amendment to Third Amended and Restated Revolving Loan Agreement dated June 27, 2003 (as amended, the "Third Amended Credit Agreement"), which amended and restated the Second Amended Credit Agreement in its entirety; and

WHEREAS, Borrowers have requested that the Banks amend certain provisions of the Third Amended Credit Agreement; and

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

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

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

" Adjusted EBITDA " means with respect to any fiscal period, an amount equal to the sum of (a) EBITDA of Parent and its Subsidiaries for such period consolidated in accordance with Generally Accepted Accounting Principles minus (b) the Capital Improvement Reserve for the Real Property of Parent and its Subsidiaries.

" Adjusted NOI " means, with respect to any Revenue- Producing Property and for any fiscal period, (a) NOI of that Revenue-Producing Property minus (b) the Capital Improvements Reserve for such Revenue- Producing Property.

" Adjusted Tangible Assets " means, as of any date of determination, without duplication, the sum of (a) Total Assets of Parent and its Subsidiaries as of that date, minus (b) Intangible Assets of Parent and its Subsidiaries as of that date minus (c) any "minority interest" held by third parties and included within Total Assets as of that date, determined on a consolidated basis in accordance with Generally Accepted Accounting Principles.

" Administrative Agent " means Fleet, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

" Administrative Agent's Office " means the Administrative Agent's address at 100 Federal Street, Boston, Massachusetts 02110, or such other address as the Administrative Agent hereafter may designate by written notice to Borrowers and the Banks. With respect to notices to be sent to Fleet as Administrative Agent with respect to Requests for Loans, Letter of Credit Requests and any other requests, such notices shall be sent to the office of Administrative Agent located in Atlanta, Georgia as specified in this Agreement, or at such other office as Administrative Agent may designate by written notice to the Banks and the Borrowers.

" Advance " means any advance made or to be made by any Bank to Borrowers as provided in Article 2 , and includes each Alternate Base Rate Advance and LIBOR Rate Advance.

" Affiliate " means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation, or 10% or more of the partnership or other ownership interests of any other Person, will be deemed to be an Affiliate of such corporation, partnership or other Person.

" Agreement " means this Fourth Amended and Restated Revolving Loan Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, restated or extended.

" Agreement Regarding Fees " means the Agreement Regarding Fees dated of even date herewith among the Borrowers and Administrative Agent.

" Alternate Base Rate " means, as of any date of determination, the rate per annum equal to the higher of (a) the Reference Rate in effect on such date and (b) the Federal Funds Rate in effect on such date plus &frac12 of 1% (50 basis points) (rounded upwards, if necessary, to the next 1/100 of 1%).

" Alternate Base Rate Advance " means an Advance made hereunder and specified to be an Alternate Base Rate Advance in accordance with Article 2 .

" Alternate Base Rate Loan " means a Loan made hereunder and specified to be an Alternate Base Rate Loan in accordance with Article 2 .

" Applicable Margin " means, for each Pricing Period, the interest rate margin set forth below in the Alternate Base Rate Margin column with respect to Alternate Base Rate Loans or the LIBOR Rate Margin column with respect to LIBOR Rate Loans (expressed in basis points per annum) opposite the Credit Rating of Parent for that Pricing Period or for any Pricing Period during which Parent does not hold a Credit Rating of BBB-/Baa3 (or its equivalent) or better, the pricing level set forth below opposite the Leverage Ratio as of the last day of the Fiscal Quarter most recently ended prior to the commencement of that Pricing Period:

provided that (a) the Applicable Margin for the initial Pricing Period is twenty (20) basis points per annum with respect to Alternate Base Rate Loans or one hundred forty (140.00) basis points per annum with respect to LIBOR Rate Loans, (b) in the event that Borrowers do not deliver a Pricing Certificate with respect to any Pricing Period prior to the commencement of such Pricing Period, then until (but only until) such Pricing Certificate is delivered the Applicable Margin for that Pricing Period shall be twenty (20) basis points per annum with respect to Alternate Base Rate Loans and one hundred sixty basis points per annum (160.00) with respect to LIBOR Rate Loans and (c) if any Pricing Certificate is subsequently determined to be in error, then the resulting change in the Applicable Margin shall be made retroactively to the beginning of the relevant Pricing Period.

" Asset Value " means, as of any date of determination and with respect to any improved Real Property owned by a Person that is not a Development Investment, an amount equal to (a) the Adjusted NOI of such Person from such Real Property for the period covered by the previous four full consecutive Fiscal Quarters divided by (b) the Capitalization Rate. Prior to such time as a Borrower or any of its Subsidiaries has owned and operated any Real Property for four full Fiscal Quarters, the Adjusted NOI with respect to such Real Property for the number of full Fiscal Quarters which the Borrower or any of its Subsidiaries has owned and operated such parcel of Real Property shall be adjusted by the applicable Borrower to an annual Adjusted NOI in a manner reasonably acceptable to the Administrative Agent. With respect to improved Real Property owned by a Person that is not a Development Investment, which is being renovated by a Borrower or with respect to which a partial or total renovation was recently completed by a Borrower, the Asset Value of such Real Property shall be determined at the sole election of the Administrative Agent (a) based on the annualized Adjusted NOI with respect to such property, which shall be annualized based on bona fide arms length signed tenant leases which are in full force and effect requiring current rental payments, or (b) on a cost basis determined in accordance with Generally Accepted Accounting Principles.

" Bank " means each bank whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section  11.8 .

" Banking Day " means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be closed in Massachusetts, New York or California.

" Borrowing Base " means, as of any date of determination, the lesser of (a) the maximum amount which, when added to the total outstanding balance of all unsecured Indebtedness of Parent and its Subsidiaries (including the Loans), would not exceed fifty-five percent (55%) of the aggregate Asset Value of the Unencumbered Asset Pool as of such date, and (b) the maximum amount which, when added to the total outstanding balance of all unsecured Indebtedness of Parent and its Subsidiaries (including the Loans), would not cause the "Test Debt Service Coverage Amount" (as hereinafter defined) for the Unencumbered Asset Pool to be less than two (2). " Test Debt Service Coverage Amount " means at any time determined under this Agreement, an amount obtained by dividing (a) the sum of the aggregate Adjusted NOI from the Unencumbered Asset Pool for the preceding four (4) full Fiscal Quarters, by (b) the annual amount of principal and interest that would be payable on the total outstanding balance of all unsecured Indebtedness of the Parent and its Subsidiaries (including the Loans and any requested Loans) when bearing interest at a rate per annum equal to the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to the date of determination plus two percent (2.0%) and payable based on a twenty-five year mortgage style amortization schedule (expressed as a mortgage constant percentage). The Test Debt Service Coverage Amount shall be determined by the Borrowers and shall be satisfactory to the Administrative Agent, provided that in the event that, as of any date under this Agreement, the Test Debt Service Coverage Amount is required to be determined hereunder and such determination shall have not been made as provided above, then such amount shall be determined by the Administrative Agent. An example of the calculation of the Test Debt Service Coverage Amount is set forth in Schedule 1.2 attached hereto. In the event that a Borrower shall have owned a property within the Unencumbered Asset Pool for less than four (4) full consecutive Fiscal Quarters, then for the purposes of performing such calculation, the Adjusted NOI with respect to such property shall be annualized by the applicable Borrower in a manner reasonably acceptable to the Administrative Agent.

" Borrowers " means, collectively, (a) Parent, (b) Operating Partnership, (c) QRS, (d) ARE, (e) the other borrowers whose names are set forth on the signature pages of this Agreement and (f) any other Wholly-Owned Subsidiary of Parent that hereafter executes a Joinder Agreement pursuant to Section  5.13 . Borrowers are jointly and severally obligated with respect to the Obligations.

" Capital Improvement Reserve " means with respect to any Real Property now or hereafter owned by the Borrowers or their Subsidiaries, an annual capital replacement reserve in the amount of thirty cents ($.30) multiplied by the Net Rentable Area contained therein.

" Capital Lease Obligations " means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with Generally Accepted Accounting Principles, is classified as a capital lease.

" Capitalization Rate " means nine and three quarters percent (9.75%). Any change to the Capitalization Rate shall be subject to the prior written approval of the Requisite Banks.

" Cash " means, when used in connection with any Person, all monetary and non-monetary items owned by that Person that are treated as cash in accordance with Generally Accepted Accounting Principles, consistently applied.

" Cash Interest Expense " means Interest Expense that is paid or currently payable in Cash.

" Certificate " means a certificate signed by a Senior Officer or Responsible Official (as applicable) of the Person providing the certificate.

" Change in Control " means (a) any transaction or series of related transactions in which any Unrelated Person or two or more Unrelated Persons acting in concert acquire beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 40% or more of the outstanding Common Stock, (b) Parent consolidates with or merges into another Person or conveys, transfers or leases its properties and assets substantially as an entirety to any Person or any Person consolidates with or merges into Parent, in either event pursuant to a transaction in which the outstanding Common Stock is changed into or exchanged for cash, securities or other property, with the effect that any Unrelated Person becomes the beneficial owner, directly or indirectly, of 40% or more of Common Stock or that the Persons who were the holders of Common Stock immediately prior to the transaction hold less than 60% of the common stock of the surviving corporation after the transaction, (c) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of Parent (together with any new or replacement directors whose election by the board of directors, or whose nomination for election, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for reelection was previously so approved) cease for any reason to constitute a majority of the directors then in office, or (d) a "change in control" as defined in any document governing Indebtedness or Preferred Equity of Parent in excess of $25,000,000 which gives the holders of such Indebtedness or Preferred Equity the right to accelerate or otherwise require payment of such Indebtedness or Preferred Equity prior to the maturity date thereof. For purposes of the foregoing, the term " Unrelated Person " means any Person other than (i) a Subsidiary of Parent, (ii) an employee stock ownership plan or other employee benefit plan covering the employees of Parent and its Subsidiaries or (iii) any Person that held Common Stock on the day prior to the effective date of Parent's registration statement under the Securities Act of 1933 covering the initial public offering of Common Stock.

" Closing Date " means the time and Banking Day on which the conditions set forth in Section  8.1 are satisfied or waived. The Administrative Agent shall notify Borrowers and the Banks of the date that is the Closing Date.

" Code " means the Internal Revenue Code of 1986, as amended or replaced and as in effect from time to time.

" Commitments " means the Line Commitment.

" Commitments Assignment and Acceptance " means a commitment assignment and acceptance substantially in the form of Exhibit A .

" Committed Advance " means an Advance made to Borrowers by any Bank in accordance with its Pro Rata Share of the Commitments pursuant to Section  2.1 .

" Committed Loans " means Loans that are comprised of Committed Advances.

" Common Stock " means the common stock of Parent or its successor.

" Compliance Certificate " means a certificate in the form of Exhibit E , properly completed and signed by a Senior Officer of Borrowers.

" Confidential Information " means (i) all of the terms, covenants, conditions or agreements set forth in any letters of intent or in this Agreement or any amendments hereto and any related agreements of whatever nature, (ii) the information and reports provided in compliance with Article 7 of this Agreement, (iii) any and all information provided, disclosed or otherwise made available to the Administrative Agent and the Banks including, without limitation, any and all plans, maps, studies (including market studies), reports or other data, operating expense information, as-built plans, specifications, site plans, drawings, notes, analyses, compilations, or other documents or materials relating to the properties or their condition or use, whether prepared by Borrowers or others, which use, or reflect, or that are based on, derived from, or are in any way related to the foregoing, and (iv) any and all other information of Borrowers that the Administrative Agent or any Bank may have access to including, without limitation, ideas, samples, media, techniques, sketches, specifications, designs, plans, forecasts, financial information, technical information, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, financial models and databases, software programs, software source documents, manuals, documents, properties, names of tenants or potential tenants, vendors, suppliers, distributors and consultants, and formulae related to the current, future, and proposed products and services of Borrowers or tenants or potential tenants (including, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, clients, business and contractual relationships, business forecasts, and sales and marketing plans). Such Confidential Information may be disclosed or accessible to the Administrative Agent and the Banks as embodied within tangible material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), orally, or visually.

" Contractual Obligation " means, as to any Person, any provision of any outstanding security issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound.

" Controlled Entity " means a Person (a) that is a Subsidiary of Parent, (b) that is a general partnership or a limited partnership in which a Wholly-Owned Subsidiary is the sole managing general partner and such managing general partner has the sole power to (i) sell all or substantially all of the assets of such Person, (ii) incur Indebtedness in the name of such Person, (iii) grant a Lien on all or any portion of the assets of such Person and (iv) otherwise generally manage the business and assets of such Person or (c) that is a limited liability company for which a Wholly-Owned Subsidiary is the sole manager and such manager has the sole power to do the acts described in subclauses (i) through (iv) of clause (b) above.

" Credit Rating " means, as of any date of determination, the higher of the credit ratings (or their equivalents) then assigned to Parent's long-term senior unsecured debt by either of the Rating Agencies; provided that any credit rating so assigned by a Rating Agency shall be deemed for this purpose to include all lower credit ratings of such Rating Agency. For purposes of the foregoing, " Rating Agencies " means (a) Standard & Poor's Rating Group (a division of McGraw Hill, Inc.) ("S&P") and its successors, and (b) Moody's Investor Services, Inc. ("Moody's) and its successors. A credit rating of BBB- from S&P is equivalent to a credit rating of Baa3 from Moody's and vice versa. A credit rating of BBB from S&P is equivalent to a credit rating of Baa2 from Moody's and vice versa. It is the intention of the parties that if Parent shall only obtain a credit rating from one of the Rating Agencies without seeking a credit rating from the other of the Rating Agencies, the Borrowers shall be entitled to the benefit of the Pricing Level for such credit rating. If Parent shall have obtained a credit rating from both of the Rating Agencies, the higher of the two ratings shall control, provided that the lower rating is only one level below that of the higher rating. If the lower rating is more than one level below that of the higher credit rating, the lower credit rating shall control. In the event that Parent shall have obtained a credit rating from both of the Rating Agencies and shall thereafter lose such rating from one of the Rating Agencies, the Parent shall be deemed for the purposes hereof not to have a credit rating. If at any time either of the Rating Agencies shall no longer perform the functions of a securities rating agency, then the Borrowers and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Credit Rating of the other of the Rating Agencies, if one has been provided, shall continue to apply.

" Debt Offering " means the issuance and sale by any Borrower of any debt securities of such Borrower.

" Debt Service " means for any period, the sum of all Interest Charges and mandatory or regularly scheduled principal payments due and payable during such period excluding any balloon payments due upon maturity of any indebtedness. Debt Service shall include the portion of rent payable by a Person during such period under Capital Lease Obligations that should be treated as principal in accordance with Generally Accepted Accounting Principles.

" Debt Service Coverage " means, as of the last day of each Fiscal Quarter, the ratio of (a) Adjusted EBITDA for the fiscal period consisting of that Fiscal Quarter and the three immediately preceding Fiscal Quarters to (b) Debt Service of the Parent and its Subsidiaries for that fiscal period.

" Debtor Relief Laws " means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

" Default " means any event that, with the giving of any applicable notice or passage of time specified in Section  9.1 , or both, would be an Event of Default.

" Default Rate " means the interest rate prescribed in Section  3.9 .

" Designated Deposit Account " means a deposit account to be maintained by Borrowers with Fleet or one of its Affiliates, as from time to time designated by Borrowers by written notification to the Administrative Agent.

" Development Investment " shall have the meaning provided in Section 6.19 .

" Disqualified Stock " means any capital stock, warrants, options or other rights to acquire capital stock (but excluding any debt security which is convertible, or exchangeable, for capital stock), which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the Maturity Date.

" Distribution " means, with respect to any shares of capital stock or any warrant or option to purchase an equity security or other equity security or interest issued by a Person, (i) the retirement, redemption, purchase or other acquisition for Cash or for Property by such Person of any such security or interest, (ii) the declaration or (without duplication) payment by such Person of any dividend in Cash or in Property on or with respect to any such security or interest, (iii) any Investment by such Person in the holder of 5% or more of any such security or interest if a purpose of such Investment is to avoid characterization of the transaction as a Distribution and (iv) any other payment in Cash or Property by such Person constituting a distribution under applicable Laws with respect to such security or interest.

" Dollars " or " $ " means United States dollars.

" Domestic Reference Bank " means Fleet or such other Bank as may be appointed by the Administrative Agent with the approval of Parent (which shall not be unreasonably withheld).

" EBITDA " means, with respect to any Person (or any asset of a Person) for any fiscal period, the sum of (a) the Net Income of such Person (or attributable to such asset) for that period, plus (b) any non-operating non-recurring loss reflected in such Net Income, minus (c) any non-operating non-recurring gain reflected in such Net Income, plus (d) Interest Expense of such Person for that period, plus (e) the aggregate amount of federal and state taxes on or measured by income of such Person for that period (whether or not payable during that period), plus (f) depreciation, amortization and all other non-cash expenses ( including non-cash officer compensation) of such Person for that period, in each case as determined in accordance with Generally Accepted Accounting Principles.

" Eligible Assignee " means (a) another Bank, (b) with respect to any Bank, any Affiliate of that Bank, (c) any commercial bank having a combined capital and surplus of $5,000,000,000.00 or more, (d) the central bank of any country which is a member of the Organization for Economic Cooperation and Development, (e) any savings bank, savings and loan association or similar financial institution which (A) has a net worth of $500,000,000 or more, (B) is engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Bank hereunder to the same degree as a commercial bank and (f) any other financial institution approved by Administrative Agent ( including a mutual fund or other fund) having total assets of $500,000,000 or more which meets the requirements set forth in subclauses (B) and (C) of clause (d) above; provided that each Eligible Assignee must either (a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United States of America and (ii) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to Section  11.21 .

" Employee Plan " means any (a) employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) any plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) any entity the underlying assets of which include plan assets (as defined in 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in such entity ( including an insurance company general account), or (d) a governmental plan (as defined in Section 3(32) of ERISA or Section 414(d) of the Code) organized in a jurisdiction within the United States of America having prohibitions on transactions with such governmental plan substantially similar to those contained in Section 406 of ERISA or Section 4975 of the Code.

" Equity Offering " means the issuance and sale by any Borrower of any equity securities of such Borrower.

" ERISA " means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or replaced and as in effect from time to time.

" ERISA Affiliate " means each Person (whether or not incorporated) which is required to be aggregated with Parent pursuant to Section 414 of the Code.

" Event of Default " shall have the meaning provided in Section  9.1 .

" Federal Funds Rate " means, as of any date of determination, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Banking Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Banking Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent. For purposes of this Agreement, any change in the Alternate Base Rate due to a change in the Federal Funds Rate shall be effective as of the opening of business on the effective date of such change.

" Fiscal Quarter " means the fiscal quarter of Borrowers ending on each March 31, June 30, September 30 and December 31.

" Fiscal Year " means the fiscal year of Borrowers ending on each December 31.

" Fixed Charge Coverage " means, as of the last day of any Fiscal Quarter, the ratio of (a) Adjusted EBITDA for the fiscal period consisting of that Fiscal Quarter and the three immediately preceding Fiscal Quarters to (b) the sum of (i) Debt Service of the Parent and its Subsidiaries for such fiscal period plus (ii) all Preferred Distributions of Parent and its Subsidiaries made during such fiscal period.

" Fleet " means Fleet National Bank, a national banking association.

" Funds Available for Distribution " means with respect to any fiscal period, an amount equal to Funds From Operations, minus Net Capital Expenditures of Parent and its Subsidiaries incurred during such fiscal period, provided such amount shall be adjusted to exclude the effects of straight lining of rents.

" Funds From Operations " means with respect to any fiscal period, an amount equal to the Net Income (or Deficit) of Parent for that period computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect Funds From Operations on the same basis. Funds From Operations shall be reported in accordance with the NAREIT Policy Bulletin dated April 5, 2002.

" Generally Accepted Accounting Principles " means, as of any date of determination, accounting principles (a) set forth as generally accepted in then currently effective Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) set forth as generally accepted in then currently effective Statements of the Financial Accounting Standards Board or (c) that are then approved by such other entity as may be approved by a significant segment of the accounting profession in the United States of America. The term " consistently applied ," as used in connection therewith, means that the accounting principles applied are consistent in all material respects with those applied at prior dates or for prior periods.

" Governmental Agency " means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body or (c) any court or administrative tribunal of competent jurisdiction.

" Guaranty Obligation " means, as to any Person, any (a) guarantee by that Person of Indebtedness of, or other obligation performable by, any other Person or (b) assurance given by that Person to an obligee of any other Person with respect to the performance of an obligation by, or the financial condition of, such other Person, whether direct, indirect or contingent, including any purchase or repurchase agreement covering such obligation or any collateral security therefor, any agreement to provide funds (by means of loans, capital contributions or otherwise) to such other Person, any agreement to support the solvency or level of any balance sheet item of such other Person or any "keep-well" or other arrangement of whatever nature given for the purpose of assuring or holding harmless such obligee against loss with respect to any obligation of such other Person; provided, however , that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guaranty Obligation is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the reasonably anticipated liability in respect thereof as determined by the Person in good faith pursuant to Generally Accepted Accounting Principles.

" Hazardous Materials " means substances defined as "hazardous substances" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq., or as "hazardous", "toxic" or "pollutant" substances or as "solid waste" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq., or as "friable asbestos" pursuant to the Toxic Substances Control Act, 15 U.S.C. §2601 et seq. or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time.

" Hazardous Materials Laws " means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any of the Real Property.

" Indebtedness " means, as to any Person (without duplication), (a) indebtedness of such Person for borrowed money or for the deferred purchase price of Property ( excluding trade and other accounts payable in the ordinary course of business in accordance with ordinary trade terms), including any Guaranty Obligation, (b) indebtedness of such Person of the nature described in clause ( a ) that is non-recourse to the credit of such Person but is secured by assets of such Person, to the extent of the fair market value of such assets as determined in good faith by such Person, (c) Capital Lease Obligations of such Person, (d) indebtedness of such Person arising under bankers' acceptance facilities or under facilities for the discount of accounts receivable of such Person, (e)  the undrawn face amount of any letters of credit issued for the account of such Person, (f) any net obligations of such Person under Swap Agreements, (g) 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, and (h) without duplication, a Person's pro rata share of any of the above-described obligations of its unconsolidated Affiliates. Indebtedness shall include all obligations, contingent and otherwise, that in accordance with Generally Accepted Accounting Principles should be classified upon the obligor's balance sheet as liabilities, including all of the foregoing whether or not so classified.

" Initial Pool Properties " means the Revenue-Producing Properties described in Schedule 4.18 .

" Intangible Assets " means assets that are considered intangible assets under Generally Accepted Accounting Principles, including customer lists, goodwill, copyrights, trade names, trademarks and patents.

" Interest Charges " means, as of the last day of any fiscal period, the sum of (a) Cash Interest Expense of a Person plus (b) all interest currently payable by a Person in Cash incurred during that fiscal period which is capitalized under Generally Accepted Accounting Principles plus (c) a Person's Proportional Share of the Cash Interest Expense and capitalized interest payable in Cash of Related Ventures during that fiscal period.

" Interest Expense " means, with respect to any Person and as of the last day of any fiscal period, the sum of (a) all interest, fees, charges and related expenses paid or payable (without duplication) for that fiscal period by that Person to a lender in connection with borrowed money ( including any obligations for fees, charges and related expenses payable to the issuer of any letter of credit) or the deferred purchase price of assets that are considered "interest expense" under Generally Accepted Accounting Principles plus (b) the portion of rent paid or payable (without duplication) for that fiscal period by that Person under Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement No. 13 minus (plus) (c) amounts received (paid) under Swap Agreements.

" Interest Period " means, with respect to any LIBOR Rate Loan, the related LIBOR Period.

" Investment " means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of stock or other securities of any other Person or by means of a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any other Person, including any partnership and joint venture interests of such Person. The amount of any Investment shall be the amount actually invested ( minus any return of capital with respect to such Investment which has actually been received in Cash or has been converted into Cash), without adjustment for subsequent increases or decreases in the value of such Investment.

" Joinder Agreement " means the joinder agreement with respect to this Agreement to be executed and delivered pursuant to Section  5.13 by any additional Borrower in the form of Exhibit F , either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

" Laws " means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.

" Lead Arranger " means Fleet Securities, Inc. and J.P. Morgan Securities, Inc. as Co-Lead Arrangers.

" Letter of Credit " means a standby letter of credit which is payable upon presentation of a sight draft and other documents, as originally issued pursuant to this Agreement or as amended, modified, extended, renewed or supplemented thereafter.

" Letter of Credit Exposure " means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all unreimbursed drawings under Letters of Credit at such time.

" Letter of Credit Request " means the request described in Section 2.6 .

" Leverage Ratio " means, as of the last day of each Fiscal Quarter, the ratio of (a) Total Liabilities of Parent and its Subsidiaries as of that date to (b) Adjusted Tangible Assets as of that date.

" LIBOR Banking Day " means any Banking Day on which dealings in Dollar deposits are conducted by and among banks in the London interbank market.

" LIBOR Lending Office " means, as to each Bank, its office or branch so designated by written notice to Borrowers and the Administrative Agent as its LIBOR Lending Office. If no LIBOR Lending Office is designated by a Bank, its LIBOR Lending Office shall be its office at its address for purposes of notices hereunder.

" LIBOR Period " means, as to each LIBOR Rate Loan, the period commencing on the date specified by Borrowers pursuant to Section  2.1(c) and ending 1, 2, 3 or 6 months (or, with the written consent of all of the Banks, any other period) thereafter, as specified by Borrowers in the applicable Request for Loan; provided that:

(a)         The first day of any LIBOR Period shall be a LIBOR Banking Day;

(b)         Any LIBOR Period that would otherwise end on a day that is not a LIBOR Banking Day shall be extended to the next succeeding LIBOR Banking Day unless such LIBOR Banking Day falls in another calendar month, in which case such LIBOR Period shall end on the next preceding LIBOR Banking Day; and

(c)         No LIBOR Period shall extend beyond the Maturity Date.

" LIBOR Rate " means, with respect to any LIBOR Rate Loan, the interest rate per annum (rounded upwards, if necessary, to the nearest 1/1000 of one percent) as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to such Interest Period which appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) LIBOR Banking Days preceding the first day of such Interest Period; provided, however, if the rate described above does not appear on the Telerate system on any applicable interest determination date, LIBOR shall be the rate (rounded upwards as described above, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Banking Days prior to the beginning of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Banking Days preceding the first day of such Interest Period as selected by Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the day that is two (2) LIBOR Banking Days preceding the first day of such Interest Period. In the event that Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that LIBOR pursuant to a LIBOR Rate Loan cannot be determined and the provisions of Section  3.8 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Administrative Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

" LIBOR Rate Advance " means an Advance made hereunder and specified to be a LIBOR Rate Advance in accordance with Article 2 .

" LIBOR Rate Loan " means a Loan made hereunder and specified to be a LIBOR Rate Loan in accordance with Article 2 .

" LIBOR Reference Bank " means Fleet or such other Bank as may be appointed by the Administrative Agent with the approval of Parent (which shall not be unreasonably withheld).

" Lien " means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any conditional sale or other title retention agreement, any lease in the nature of a security interest, and/or the filing of any financing statement ( other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the Uniform Commercial Code or comparable Law of any jurisdiction with respect to any Property.

" Line Commitment " means, subject to Section  2.7 , $440,000,000. The respective Pro Rata Shares of the Banks with respect to the Line Commitment are set forth in Schedule 1.1 .

" Line Loan " means any Loan made under the Line Commitment.

" Line Note " means any of the promissory notes made by Borrowers to a Bank evidencing Advances under that Bank's Pro Rata Share of the Line Commitment, substantially in the form of Exhibit G , either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted. By delivery of the Line Notes, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by the "Notes" as defined in the Third Amended Credit Agreement, which indebtedness is instead allocated among the Banks as of the date hereof and evidenced by the Line Notes in accordance with their respective Pro Rata Shares.

" Loan " means the aggregate of the Advances made at any one time by the Banks pursuant to Section  2.1 and the Swing Loans made pursuant to Section 2.5 .

" Loan Documents " means, collectively, this Agreement, the Notes, each Joinder Agreement and any other agreements of any type or nature hereafter executed and delivered by Borrowers to the Administrative Agent or to any Bank in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

" Majority Banks " means (a) as of any date of determination if the Commitments are then in effect, Banks having in the aggregate more than 50% of the Commitments then in effect and (b) as of any date of determination if the Commitments have then been suspended or terminated and there is then any Indebtedness evidenced by the Notes, Banks holding Notes evidencing in the aggregate more than 50% of the aggregate Indebtedness then evidenced by the Notes.

" Margin Stock " means "margin stock" as such term is defined in Regulation T, U or X.

" Material Adverse Effect " means any set of circumstances or events which (a) has had or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any Loan Document ( other than as a result of any action or inaction of the Administrative Agent or any Bank), (b) has been or could reasonably be expected to be material and adverse to the business or condition (financial or otherwise) of Borrowers or (c) has materially impaired or could reasonably be expected to materially impair the ability of Borrowers to perform the Obligations.

" Maturity Date " means November 3, 2006, or if the Maturity Date has then been extended pursuant to Section  2.10 , such extended Maturity Date.

" Monthly Payment Date " means the first day of each calendar month.

" Mortgageable Ground Lease " means any lease (a) which is a direct lease granted by the fee owner of real property, (b) which has a remaining term (calculated one time only from the later of the Closing Date or the date the property subject to such lease becomes part of the Qualified Unencumbered Asset Pool) of not less than thirty (30) years, including extension options which are exercisable solely at the discretion of a Borrower, (c) under which no material default has occurred and is continuing, and (d) with respect to which a security interest may be granted without the consent of the lessor.

" Multiemployer Plan " means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which Borrowers or any of their ERISA Affiliates contribute or are obligated to contribute.

" Negative Pledge " means a Contractual Obligation that contains a covenant binding on Borrowers that prohibits Liens on any of their Property, other than (a) any such covenant contained in a Contractual Obligation granting or relating to a particular Lien which affects only the Property that is the subject of such Lien and (b) any such covenant that does not apply to Liens which may secure the Obligations now or in the future.

" Net Capital Expenditures " means with respect to any Person for any fiscal period, an amount equal to the sum of the amount of capital expenditures paid in cash by such Person in order to maintain the general condition and operation of its Real Property during such fiscal period, excluding any non-recurring capital expenditures made to update or enhance building infrastructure or building systems on such Real Property, plus the amount of leasing costs (including leasing commissions and standard tenant improvements) paid in cash by such Person with respect to its Real Property during such fiscal period.

" Net Income " means, with respect to any Person and with respect to any fiscal period, the net income of that Person for that period, determined in accordance with Generally Accepted Accounting Principles, consistently applied.

" Net Rentable Area " means with respect to any Real Property, the floor area of any buildings, structures or improvements available for leasing to tenants (excluding storage lockers and parking spaces) determined in accordance with the Rent Roll for such Real Property, the manner of such determination to be consistent for all Real Property unless otherwise approved by the Administrative Agent.

" NOI " means, with respect to any Revenue-Producing Property and with respect to any fiscal period, the sum of (a) the net income of that Revenue-Producing Property for that period, plus (b) Interest Expense of that Revenue-Producing Property for that period, plus (c) the aggregate amount of federal and state taxes on or measured by income of that Revenue-Producing Property for that period (whether or not payable during that period), plus (d) depreciation, amortization and all other non-cash expenses of that Revenue-Producing Property for that period, in each case as determined in accordance with Generally Accepted Accounting Principles.

" Non-Recourse Debt " means Indebtedness of Parent or any of its Subsidiaries for which the liability of Parent or such Subsidiary ( except with respect to fraud, Hazardous Materials Laws liability and other customary exceptions) either is contractually limited to collateral securing such Indebtedness or is so limited by operation of Law.

" Notes " means the Line Notes and the Swing Loan Note.

" Obligations " means all present and future obligations of every kind or nature of Borrowers at any time and from time to time owed to the Administrative Agent or the Banks or any one or more of them, under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues after the commencement of any proceeding under any Debtor Relief Law by or against Borrowers.

" Opinions of Counsel " means the favorable written legal opinions of (a) Venable, LLP, special Maryland counsel to Borrowers and (b) Skadden, Arps, Slate, Meagher & Flom, LLP, special counsel to Borrowers, in form and substance reasonably satisfactory to Administrative Agent, respectively, together with copies of all factual certificates and legal opinions delivered to such counsel in connection with such opinion upon which such counsel has relied.

" Parent's Proportional Share " means, with respect to any Related Venture, the percentage of the direct and indirect equity ownership interest of Parent in the Related Venture.

" Party " means any Person other than the Administrative Agent and the Banks, which now or hereafter is a party to any of the Loan Documents.

" PBGC " means the Pension Benefit Guaranty Corporation or any successor thereof established under ERISA.

" Pension Plan " means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA and with respect to Borrowers is maintained by Borrowers or to which Borrowers contribute or have an obligation to contribute, and with respect to any Subsidiary of any Borrower is maintained by such Subsidiary or to which such Subsidiary contributes or has an obligation to contribute.

" Permitted Assets " means, as of the last day of any Fiscal Quarter, (without duplication), (a) all Real Property of the Borrower and its Subsidiaries which is (i) a Development Investment, (ii) any undeveloped land on which no improvements have been constructed, or (iii) any other Real Property other than an improved real estate property that is utilized principally for office, office/laboratory, research, or manufacturing/warehouse purposes (and appurtenant amenities), and (b) subject to Section 6.19, equity investments in any Person (other than Subsidiaries).

" Permitted Encumbrances " means:

(a)         Inchoate Liens incident to construction on or maintenance of Property; or Liens incident to construction on or maintenance of Property now or hereafter filed of record for which adequate reserves have been set aside (or deposits made pursuant to applicable Law) and which are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no such Property is subject to a material impending risk of loss or forfeiture;

(b)         Liens for taxes and assessments on Property which are not yet past due; or Liens for taxes and assessments on Property for which adequate reserves have been set aside and are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no such Property is subject to a material impending risk of loss or forfeiture;

(c)         defects and irregularities in title to any Property which in the aggregate do not materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held;

(d)         easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting Property which in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be held;

(e)         easements, exceptions, reservations, or other agreements for the purpose of facilitating the joint or common use of Property in or adjacent to a shopping center or similar project affecting Property which in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be held;

(f)          rights reserved to or vested in any Governmental Agency to control or regulate, or obligations or duties to any Governmental Agency with respect to, the use of any Property;

(g)         rights reserved to or vested in any Governmental Agency to control or regulate, or obligations or duties to any Governmental Agency with respect to, any right, power, franchise, grant, license, or permit;

(h)         present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of Property which in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be held;

(i)          statutory Liens, other than those described in clauses ( a ) or ( b ) above, arising in the ordinary course of business (but not in connection with the incurrence of any Indebtedness) with respect to obligations which are not delinquent or are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no Property is subject to a material impending risk of loss or forfeiture;

(j)          covenants, conditions, and restrictions affecting the use of Property which may not give rise to any Lien against such Property and which in the aggregate do not materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held;

(k)         rights of tenants as tenants only under leases and rental agreements covering Property entered into in the ordinary course of business of the Person owning such Property;

(l)          Liens consisting of pledges or deposits to secure obligations under workers' compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;

(m)        Liens consisting of pledges or deposits of Property to secure performance in connection with operating leases made in the ordinary course of business, provided the aggregate value of all such pledges and deposits in connection with any such lease does not at any time exceed 20% of the annual fixed rentals payable under such lease;

(n)         Liens consisting of deposits of Property to secure bids made with respect to, or performance of, contracts ( other than contracts creating or evidencing an extension of credit to the depositor);

(o)         Liens consisting of any right of offset, or statutory bankers' lien, on bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers' lien;

(p)         Liens consisting of deposits of Property to secure statutory obligations of Borrowers;

(q)         Liens created by or resulting from any litigation or legal proceeding in the ordinary course of business which is currently being contested in good faith by appropriate proceedings, provided that, adequate reserves have been set aside and no material Property is subject to a material impending risk of loss or forfeiture; and

(r)         other non-consensual Liens incurred in the ordinary course of business but not in connection with the incurrence of any Indebtedness, which do not individually involve amounts in excess of $200,000.00 or in the aggregate involve amounts in excess of $500,000.00.

" Permitted Right of Others " means a Right of Others consisting of (a) an interest ( other than a legal or equitable co-ownership interest, an option or right to acquire a legal or equitable co-ownership interest and any interest of a ground lessor under a ground lease), that does not materially impair the fair market value or use of Property for the purposes for which it is or may reasonably be expected to be held, (b) an option or right to acquire a Lien that would be a Permitted Encumbrance, (c) the subordination of a lease or sublease in favor of a financing entity and (d) a license, or similar right, of or to Intangible Assets granted in the ordinary course of business.

" Person " means any individual or entity, including a trustee, corporation, limited liability company, general partnership, limited partnership, joint stock company, trust, estate, unincorporated organization, business association, firm, Joint Venture, Governmental Agency, or other entity.

" Preferred Distributions " means for any period, the amount of any and all Distributions due and payable to the holders of Preferred Equity.

" Preferred Equity " means any form of preferred stock (whether perpetual, convertible or otherwise) or other ownership or beneficial interest in Parent or any of its Subsidiaries that entitles the holders thereof to preferential payment or distribution priority with respect to dividends, assets or other payments over the holders of any other stock or other ownership or beneficial interest in such Person.

" Pricing Certificate " means a certificate in the form of Exhibit J , properly completed and signed by a Senior Officer of Borrowers.

" Pricing Period " means (a) the period commencing on the Closing Date and ending on December 1, 2003, (b) the period commencing on each December 2, and ending on the next following March 1, (c) the period commencing on each March 2 and ending on the next following June 1, (d) the period commencing on each June 2 and ending on the next following September 1, and (e) the period commencing on each September 2, and ending on the next following December 1.

" Property " means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

" Pro Rata Share " means, with respect to each Bank, the percentage of the Commitments set forth opposite the name of that Bank on Schedule 1.1 , as such percentage may be increased or decreased pursuant to a Commitments Assignment and Acceptance executed in accordance with Section  11.8 .

" Qualified Unencumbered Asset Pool Property " means a Revenue-Producing Property that (a) is wholly owned in fee simple absolute or a leasehold interest pursuant to a Mortgageable Ground Lease by Parent or any other Borrower that is a Wholly-Owned Subsidiary, (b) is occupied or available for occupancy (subject to final tenant improvements), (c) to the best of Borrowers' knowledge and belief, does not have any title, survey, environmental or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property, (d) is Unencumbered, and (e) would not cause the Borrowers to be in violation of the covenant set forth in Section 5.17 . For purposes of clarification, a Development Investment shall not be considered a Qualified Unencumbered Asset Pool Property.

" Quarterly Payment Date " means each January 1, April 1, July 1 and October 1.

" Real Property " means, as of any date of determination, all real property then or theretofore owned, leased or occupied by any of Borrowers.

" Reference Rate " means the variable annual rate of interest announced from time to time by the Domestic Reference Bank in Boston, Massachusetts (or other headquarters city of the Domestic Reference Bank), as its "prime rate," which rate is a reference rate and does not necessarily represent the lowest or best rate charged to any customer. It is a rate set by the Domestic Reference Bank based upon various factors including the Domestic Reference Bank's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the Reference Rate announced by the Domestic Reference Bank shall take effect at the opening of business on the day on which such change in the base rate becomes effective.

" Regulation D " means Regulation D, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulation in substance substituted therefor.

" Regulations T, U and X " means Regulations T, U and X, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulations in substance substituted therefor.

" Related Venture " means a corporation, limited liability company, partnership or other Person that owns one or more Revenue- Producing Properties and which is not a Wholly-Owned Subsidiary.

" Rent Roll " means a report prepared by a Borrower showing for the Real Property owned by it, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to the Administrative Agent prior to the date hereof or in such other form as may have been approved by the Administrative Agent.

" Request for Loan " means a written request for a Loan substantially in the form of Exhibit K , signed by a Responsible Official of any of Borrowers, on behalf of Borrowers, and properly completed to provide all information required to be included therein.

" Requirement of Law " means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any Law, or judgment, award, decree, writ or determination of a Governmental Agency, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

" Requisite Banks " means (a) as of any date of determination if the Commitments are then in effect, Banks having in the aggregate 67% or more of the Commitments then in effect and (b) as of any date of determination if the Commitments have then been suspended or terminated and there is then any Indebtedness evidenced by the Notes, Banks holding Notes evidencing in the aggregate 67% or more of the aggregate Indebtedness then evidenced by the Notes.

" Reserve Percentage " means 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.

" Responsible Official " means (a) when used with reference to a Person other than an individual, any corporate officer of such Person, general partner or managing member of such Person, corporate officer of a corporate general partner or managing member of such Person, or corporate officer of a corporate general partner of a partnership that is a general partner of such Person or corporate managing member of a limited liability company that is a managing member of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person. The Administrative Agent and the Banks shall be entitled to conclusively rely upon any document or certificate that is signed or executed by a Responsible Official of Parent or any of its Subsidiaries as having been authorized by all necessary corporate, partnership and/or other action on the part of Parent or such Subsidiary.

" Revenue-Producing Property " means an identifiable improved real estate property that is utilized principally for office, office/laboratory, research or manufacturing/warehouse purposes ( including the underlying real property and all appurtenant real property rights) or for such other purposes as the Requisite Banks may approve which produces revenue to a Borrower or its Subsidiary.

" Right of Others " means, as to any Property in which a Person has an interest, any legal or equitable right, title or other interest (other than a Lien) held by any other Person in that Property, and any option or right held by any other Person to acquire any such right, title or other interest in that Property, including any option or right to acquire a Lien; provided , however, that (a) no covenant restricting the use or disposition of Property of such Person contained in any Contractual Obligation of such Person and (b) no provision contained in a contract creating a right of payment or performance in favor of a Person that conditions, limits, restricts, diminishes, transfers or terminates such right shall be deemed to constitute a Right of Others.

" Secured Debt " means Indebtedness of Parent or any of its Subsidiaries ( including Indebtedness of a Related Venture which is the subject of a Guaranty Obligation of Parent or a Subsidiary of Parent or, if such Person is a partnership, of which Parent or a Subsidiary of Parent is a general partner, Parent's or such Subsidiaries' pro rata share of any such Indebtedness of unconsolidated Persons) that is secured by a Lien or is subject to a Negative Pledge.

" Senior Officer " means (a) the chief executive officer, (b) the chairman or (c) the chief financial officer, in each case of any of the Borrowers or of any of their corporate general partners or managing members, as applicable.

" Special LIBOR Circumstance " means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Bank or its LIBOR Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

" Stockholders' Equity " means, as of the last day of any Fiscal Quarter, (a) the sum of (i) all assets of the Parent and its Subsidiaries determined on a consolidated basis in accordance with Generally Accepted Accounting Principles (provided in the event that Parent or its Subsidiary has an ownership or other equity interest in any other Person, which investment is not consolidated in accordance with Generally Accepted Accounting Principles then the assets of such Person shall include such Person's or its Subsidiaries' allocable share of all assets of such Person in which a minority interest is owned based on such Person's respective ownership interest in such other Person) (ii) minus Intangible Assets of Parent and its Subsidiaries as of that date minus (b) Total Liabilities of Parent and its Subsidiaries as of such date.

" Subsidiary " means, as of any date of determination and with respect to any Person, (a) any corporation, limited liability company, partnership or other Person (whether or not, in any case, characterized as such or as a joint venture), whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which a majority of the securities having ordinary voting power for the election of directors or other governing body (other than securities having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (ii) in the case of a partnership or limited liability company, of which a majority of the partnership, membership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries; and (b) any other Person the accounts of which are consolidated with the accounts of the designated parent.

" Swap Agreement " means a written agreement between Borrowers and one or more financial institutions, including without limitation, Fleet, providing for "swap", "cap", "collar" or other interest rate protection with respect to any Indebtedness.

" Swing Loans " means the loans described in Section 2.5 .

" Swing Loan Bank " means, collectively, Fleet, in its capacity as Swing Loan Bank and any other Bank who shall agree to make Swing Loans.

" Swing Loan Commitment " means the sum of $20,000,000.00, as the same may be changed from time to time in accordance with the terms of this Agreement.

" Swing Loan Note " means the note described in Section 2.5 .

" Term Loan Agreement" means that certain Term Loan Agreement dated as of November 3, 2003, among the Borrowers, Fleet National Bank, individually and as administrative agent, and the other lending institutions from time to time parties thereto, as the same may from time to time be supplemented, modified, amended, restated or extended.

" Term Loan Documents" means collectively all documents, instruments and agreements evidencing, securing or otherwise relating to the Term Loan Agreement.

" Test Debt Service Coverage Amount " means the amount described in the definition of "Borrowing Base."

" Total Assets " means all assets of a Person and its Subsidiaries determined on a consolidated basis in accordance with Generally Accepted Accounting Principles; provided that all Real Property owned by a Person that is improved and operating and is not a Development Investment shall be valued based on its Asset Value. In the event that a Person has an ownership or other equity interest in any other Person, which investment is not consolidated in accordance with Generally Accepted Accounting Principles (that is, such interest is a "minority interest"), then the assets of a Person and its Subsidiaries shall include such Person's or its Subsidiaries' allocable share of all assets of such Person in which a minority interest is owned based on such Person's respective ownership interest in such other Person.

" Total Liabilities " means all liabilities of a Person and its Subsidiaries determined on a consolidated basis in accordance with Generally Accepted Accounting Principles and all Indebtedness and Guaranty Obligations of such Person and its Subsidiaries, whether or not so classified. In the event that a Person has an ownership or other equity interest in any other Person, which investment is not consolidated in accordance with Generally Accepted Accounting Principles (that is, such interest is a "minority interest"), then the liabilities of a Person and its Subsidiaries shall include such Person's or its Subsidiaries' allocable share of all indebtedness of such Person in which a minority interest is owned based on such Person's respective ownership interest in such other Person.

" to the best knowledge of " means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

" type ", when used with respect to any Loan or Advance, means the designation of whether such Loan or Advance is an Alternate Base Rate Loan or Advance, or a LIBOR Rate Loan or Advance.

" Unencumbered " means, with respect to any Revenue- Producing Property, that such Revenue-Producing Property (a) is not subject to any Lien other than Permitted Encumbrances, (b) is not subject to any Negative Pledge and (c) is not held by a Person any of whose direct or indirect equity interests are subject to a Lien or Negative Pledge.

" Unencumbered Asset Pool " means, as of any date of determination, (a) the Initial Pool Properties, plus (b) each other Qualified Unencumbered Asset Pool Property which has been added to the Unencumbered Asset Pool pursuant to Section 2.11 as of such date, minus (c) any Revenue-Producing Property which has been removed from the Unencumbered Asset Pool pursuant to Section 2.11 as of such date.

" Wholly-Owned Subsidiary " means a Subsidiary of Parent, 100% of the capital stock or other equity interest of which is owned, directly or indirectly, by Parent, except for director's qualifying shares required by applicable Laws.

1.2 Use of Defined Terms . Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class.

1.3 Accounting Terms . All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles applied on a consistent basis, except as otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles change during the term of this Agreement such that the covenants contained in the definition of "Borrowing Base" and Sections  6.5 through  6.15 , inclusive, would then be calculated in a different manner or with different components, (a) Borrowers and the Banks agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrowers' financial condition to substantially the same criteria as were effective prior to such change in Generally Accepted Accounting Principles and (b) Borrowers shall be deemed to be in compliance with the covenants contained in the aforesaid Sections if and to the extent that Borrowers would have been in compliance therewith under Generally Accepted Accounting Principles as in effect immediately prior to such change, but shall have the obligation to deliver each of the materials described in Article 7 to the Administrative Agent and the Banks, on the dates therein specified, with financial data presented in a manner which conforms with Generally Accepted Accounting Principles as in effect immediately prior to such change.

1.4 Rounding . Any financial ratios required to be maintained by Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

1.5 Exhibits and Schedules . All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified or amended, are incorporated herein by this reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

1.6 References to "Borrowers and their Subsidiaries" . Any reference herein to "Borrowers and their Subsidiaries" or the like shall refer solely to Borrowers during such times, if any, as Borrowers shall have no Subsidiaries.

1.7 Miscellaneous Terms . The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

ARTICLE 2

LOANS

2.1 Committed Loans- General .

1. 1. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Maturity Date, each Bank shall, pro rata according to that Bank's Pro Rata Share of the then applicable Line Commitment, make Advances to Borrowers under the Line Commitment in such amounts as Borrowers may request that do not result in (i) the aggregate principal amount outstanding under the Line Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding being in excess of the Line Commitment, and (ii) the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Exposure being in excess of the lesser of (A) the Line Commitment or (B) the Borrowing Base; provided that in all events no Default or Event of Default shall have occurred and be continuing. Subject to the limitations set forth herein, Borrowers may borrow, repay and reborrow under the Line Commitment without premium or penalty.
   2. [ Intentionally Omitted ].
   3. Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a LIBOR Rate Loan, the Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, Borrowers to the contrary, a Loan may be requested by telephone by a Responsible Official of Borrowers, in which case Borrowers shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for Loan purportedly made by a Responsible Official of Borrowers, and Borrowers hereby agree to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.
   4. Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Bank by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date and type of the Loan, the applicable Interest Period, and that Bank's Pro Rata Share of the Loan. Not later than 2:00 p.m., Massachusetts time, on the date specified for any Loan (which must be a Banking Day), each Bank shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8 , all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.
   5. Unless the Requisite Banks otherwise consent, each Alternate Base Rate Loan shall be not less than $1,000,000, each LIBOR Rate Loan shall be not less than $2,000,000 and all Loans shall be in an integral multiple of $100,000.
   6. The Advances made by each Bank under the Line Commitment shall be evidenced by that Bank's Line Note.
   7. A Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.
   8. If no Request for Loan (or telephonic request for Loan referred to in the second sentence of Section  2.1(c) , if applicable) has been made within the requisite notice periods set forth in Section  2.2 or 2.3 prior to the end of the Interest Period for any LIBOR Rate Loan, then on the last day of such Interest Period, such LIBOR Rate Loan shall be automatically converted into an Alternate Base Rate Loan in the same amount.

2.2 Alternate Base Rate Loans . Each request by Borrowers for an Alternate Base Rate Loan shall be made pursuant to a Request for Loan (or telephonic or other request for loan referred to in the second sentence of Section  2.1(c) , if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 2:00 p.m. Massachusetts time, on the date (which must be a Banking Day) prior to the date of the requested Alternate Base Rate Loan. All Loans shall constitute Alternate Base Rate Loans unless properly designated as a LIBOR Rate Loan pursuant to Section  2.3 .

2.3 LIBOR Rate Loans .

1. 9. Each request by Borrowers for a LIBOR Rate Loan shall be made pursuant to a Request for Loan (or telephonic or other request for Loan referred to in the second sentence of Section  2.1(c) , if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 2:00 p.m., Massachusetts time, at least three (3) LIBOR Banking Days before the first day of the applicable LIBOR Period.
   10. On the date which is two (2) LIBOR Banking Days before the first day of the applicable LIBOR Period, the Administrative Agent shall confirm its determination of the applicable LIBOR Rate (which determination shall be conclusive in the absence of manifest error) and promptly shall give notice of the same to Borrowers and the Banks by telephone or telecopier (and if by telephone, promptly confirmed by telecopier).
   11. Unless the Administrative Agent and the Requisite Banks otherwise consent, no more than fifteen (15) LIBOR Rate Loans shall be outstanding at any one time.
   12. No LIBOR Rate Loan may be requested or continued during the continuation of a Default or Event of Default.
   13. Nothing contained herein shall require any Bank to fund any LIBOR Rate Advance in the London interbank market.

2.4 [ Intentionally Omitted ].

2.5 Swing Loan Commitments .

1. 14. Subject to the terms and conditions set forth in this Agreement, Swing Loan Bank agrees to lend to the Borrowers (the "Swing Loans"), and the Borrowers may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is thirty (30) Banking Days prior to the Maturity Date upon notice by the Borrowers to the Swing Loan Bank given in accordance with this Section 2.5 such sums as are requested by the Borrower for the purposes set forth in Section 5.9 that do not result in (i) an aggregate principal amount at any one time outstanding being in excess of the Swing Loan Commitment, and (ii) the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Exposure being in excess of the lesser of (A) the Line Commitment or (B) the Borrowing Base. Swing Loans shall constitute "Loans" for all purposes hereunder, but shall not be considered the utilization of a Bank's Pro Rata Share of the Commitments. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrowers that all of the conditions set forth in Article 8 have been satisfied on the date of such funding (other than advance notice requirements).
   15. The Swing Loans shall be evidenced by a separate promissory note of the Borrowers in substantially the form of Exhibit M hereto (the "Swing Loan Note"), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the order of the Swing Loan Bank in such amount as may be outstanding from time to time thereunder and shall be payable as set forth below. The Borrowers irrevocably authorize the Swing Loan Bank to make or cause to be made, at or about the time of the date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Loan Bank's record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Loans set forth on the Swing Loan Bank's record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Bank, but the failure to record, or any error in so recording, any such amount on the Swing Loan Bank's record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due.
   16. Each borrowing of a Swing Loan shall be subject to the limits for Alternate Base Rate Loans and LIBOR Rate Loans set forth in this Agreement. The Borrowers shall request a Swing Loan by delivering to the Swing Loan Bank a Request for Loan no later than 2:00 p.m. (Massachusetts time) on the requested date specifying the amount of the requested Swing Loan. Each such Request for Loan shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept such Swing Loan on the requested date. Notwithstanding anything herein to the contrary, a Swing Loan shall either be an Alternate Base Rate Loan or a LIBOR Rate Loan having an Interest Period of one month, and in the event that the Borrowers fail to specify whether they have selected an Alternate Base Rate Loan or a LIBOR Rate Loan, the Borrowers shall be deemed conclusively to have selected a LIBOR Rate Loan with an Interest Period of one month. Notwithstanding the foregoing, upon the date that the Banks shall be required to fund the Loans pursuant to Section 2.5(d) to refund such Swing Loan, the interest rate shall be reset to a LIBOR Rate Loan with an Interest Period as specified in the Request for Loan given by the Borrowers to the Administrative Agent in connection with such Swing Loan, or if no Interest Period is specified, then as an Alternate Base Rate Loan. The proceeds of the Swing Loan will be made available by the Swing Loan Bank to the Borrowers at the Administrative Agent's Office by crediting the account of the Borrowers at such office with such proceeds.
   17. The Swing Loan Bank shall within four (4) Banking Days after the date a Swing Loan is made, request each Bank, including the Swing Loan Bank, to make a Loan pursuant to Section 2.1 in an amount equal to such Bank's Pro Rata Share of the amount of the Swing Loan outstanding on the date such notice is given. The Borrowers hereby irrevocably authorize and direct the Swing Loan Bank to so act on their behalf, and agree that any amount advanced to the Administrative Agent for the benefit of the Swing Loan Bank pursuant to this Section 2.5(d) shall be considered a Line Loan pursuant to Section 2.1 . Unless any of the events described in Section 9.1(j) shall have occurred (in which event the procedures of Section 2.5(e) shall apply), each Bank shall make the proceeds of its Line Loan available to the Swing Loan Bank for the account of the Swing Loan Bank at the Administrative Agent's Office prior to 2:00 p.m. (Boston time) in funds immediately available no later than the third (3rd) Banking Day after the date such notice is given just as if the Banks were funding directly to the Borrowers, so that thereafter such Obligations shall be evidenced by the Line Notes. The proceeds of such Line Loan shall be immediately applied to repay the Swing Loans.
   18. If prior to the making of a Line Loan pursuant to Section 2.5(d) by all of the Banks, one of the events described in Section 9.1(j) shall have occurred, each Bank will, on the date such Line Loan pursuant to Section 2.5(d) was to have been made, purchase an undivided participating interest in the Swing Loan in an amount equal to its Pro Rata Share of such Swing Loan. Each Bank will immediately transfer to the Swing Loan Bank in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Bank will deliver to such Bank a Swing Loan participation certificate dated the date of receipt of such funds and in such amount.
   19. Whenever at any time after the Swing Loan Bank has received from any Bank such Bank's participating interest in a Swing Loan, the Swing Loan Bank receives any payment on account thereof, the Swing Loan Bank will distribute to such Bank its participating interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Bank's participating interest was outstanding and funded); provided , however , that in the event that such payment received by the Swing Loan Bank is required to be returned, such Bank will return to the Swing Loan Bank any portion thereof previously distributed by the Swing Loan Bank to it.
   20. Each Bank's obligation to fund a Line Loan as provided in Section 2.5(d) or to purchase participating interests pursuant to Section 2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance (except only the failure of the Swing Loan Bank to make the request described in Section 2.5(d) ), including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Borrowers may have against the Swing Loan Bank, the Borrowers or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any of the Borrowers or any of their respective Subsidiaries; (iv) any breach of this Agreement or any of the other Loan Documents by any of the Borrowers or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The provisions of Section 2.9 shall apply to any Bank which fails or refuses to make a Line Loan or fund its participation as provided herein. Each Swing Loan, once so converted, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Line Loan made by each Bank under its Pro Rata Share of the Commitments.

2.6 Letters of Credit .

1. 21. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day that is thirty (30) Banking Days prior to the Maturity Date, the Administrative Agent shall issue such Letters of Credit as the Borrowers may request, for the purposes provided in Section 5.9 , upon the delivery of a written request in the form of Exhibit N hereto (a "Letter of Credit Request") to the Administrative Agent, provided that (i) upon issuance of such Letter of Credit, the Letter of Credit Exposure shall not exceed Forty Million and No/100 Dollars ($40,000,000.00), (ii) the aggregate principal amount outstanding under the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Exposure shall not exceed the lesser of (A) the Line Commitment or (B) the Borrowing Base, (iii) the conditions set forth in Article 8 shall have been satisfied, and (iv) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Unless the Administrative Agent otherwise consents, the term of any Letter of Credit shall not exceed the lesser of twelve (12) months or a period of time commencing on the issuance of the Letter of Credit and ending on the date which is fifteen (15) days prior to the Maturity Date (but in any event the term shall not extend beyond the Maturity Date), and no Letter of Credit shall contain an automatic extension or renewal clause. The amount available to be drawn under any Letter of Credit shall reduce on a dollar for dollar basis the amount available to be drawn under the Commitments as a Loan.
   22. Each Letter of Credit Request shall be submitted to the Administrative Agent at least five (5) Banking Days prior to the date upon which the requested Letter of Credit is to be issued. Following the receipt of a Letter of Credit Request, the Administrative Agent shall promptly notify each of the Banks of the Letter of Credit Request. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of Section 5.9 ), and (ii) a certification by a Responsible Official of the Borrowers that the Borrowers are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrowers shall further deliver to the Administrative Agent such additional applications and documents as the Administrative Agent may require, in conformity with the then standard practices of its letter of credit department in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control.
   23. The Administrative Agent shall, if it approves of the content of the Letter of Credit Request (which approval shall not be unreasonably withheld), and subject to the conditions set forth in this Agreement, issue the Letter of Credit. Each Letter of Credit shall be in form and substance satisfactory to the Administrative Agent in its sole discretion. Upon issuance of a Letter of Credit, the Administrative Agent shall provide copies of each Letter of Credit to any Bank which requests same.
   24. Upon the issuance of a Letter of Credit, each Bank shall be deemed to have purchased a participation therein from Administrative Agent in an amount equal to its respective Pro Rata Share of the amount of such Letter of Credit, provided that no Bank shall be obligated to transfer funds in such amount to the Administrative Agent at such time.
   25. Upon the issuance of each Letter of Credit, the Borrowers shall pay to the Administrative Agent (i) for its own account, (A) a set- up fee in the usual and customary amount charged by the Administrative Agent's letter of credit department, and (B) a Letter of Credit Fee calculated at the rate of one-eighth of one percent (0.125%) per annum on the amount available to be drawn under such Letter of Credit, and (ii) for the accounts of the Banks in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate of the then Applicable Margin per annum with respect to LIBOR Rate Loans on the amount available to be drawn under such Letter of Credit during the period from and including the issuance date of such Letter of Credit to its expiration or termination date. Such fees shall be computed on the basis of a year of 360 days and shall be payable in advance with respect to each Letter of Credit on the respective date of issuance of each.
   26. If and to the extent that any amounts are drawn upon any Letter of Credit, the amounts so drawn shall, from the date of payment thereof by the Administrative Agent to either the date of reimbursement thereof by the Borrowers or repayment through a Line Loan as hereinafter provided, bear interest at the Alternate Base Rate. Upon the receipt by the Administrative Agent of any draw or other presentation for payment of a Letter of Credit and the payment by the Administrative Agent of any amount under a Letter of Credit which is not reimbursed by the Borrowers within twenty-four (24) hours of receipt of notice from the Administrative Agent of such draw, the Administrative Agent shall, without further notice to or the consent of the Borrowers, direct the Banks to fund to the Administrative Agent in accordance with Section 2.9 on or before 2:00 p.m. (Boston time) on the next Banking Day following the Borrowers' failure to reimburse the Administrative Agent, their respective Pro Rata Shares of the amount so paid by the Administrative Agent as a Line Loan. The proceeds of such funding shall be paid to the Administrative Agent to reimburse the Administrative Agent for the payment made by it under the Letter of Credit and shall thereafter be evidenced by the Line Notes. The provisions of Section 2.9 shall apply to any Bank or Banks failing or refusing to fund its Pro Rata Share of any such draw. The Banks shall be required to make such Line Loans regardless of whether all of the conditions to disbursement set forth in Article 8 have been satisfied.
   27. If after the issuance of a Letter of Credit pursuant to Section 2.6(c) by the Administrative Agent, but prior to the funding of any portion thereof by Administrative Agent, one of the events described in Section  9.1(j) shall have occurred, each Bank will on the date such Line Loan pursuant to Section 2.6(f) was to have been made transfer to the Administrative Agent in immediately available funds the amount of its participation in such Letter of Credit described in Section 2.6(d) above, and upon receipt thereof the Administrative Agent will deliver to such Bank a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. The provisions of Section 2.9 shall apply to any Bank which fails or refuses to fund its participation as provided herein. Whenever at any time after the Administrative Agent has received from any Bank such Bank's payment of funds for its participation in such Letter of Credit, such Letter of Credit expires pursuant to its terms or is otherwise surrendered by the holder thereof, the Administrative Agent will distribute to each Bank its participating interest in the undrawn amount thereof.
   28. Whenever at any time after the Administrative Agent has received from any Bank such Bank's payment of funds for its participating interest under a Letter of Credit, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Bank's participating interest was outstanding and funded); provided , however , that in the event that such payment received by the Administrative Agent is required to be returned, such Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it.
   29. [ Intentionally Omitted ].
   30. The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.
   31. The obligations of the Borrowers to the Banks and the Administrative Agent to reimburse drawings under Letters of Credit under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever and irrespective of any setoff, counterclaim or defense to payment which Borrowers may have or have had against Administrative Agent or any of the Banks (except such as may arise out of Administrative Agent's or any Bank's gross negligence or willful misconduct), including, without limitation, any setoff, counterclaim or defense based upon or arising out of the following circumstances: (i) any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (ii) the existence of any claim, set-off, defense or any right which the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may be acting) or the Banks (other than the defense of payment to the Banks in accordance with the terms of this Agreement) or any other person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, or any unrelated transaction; (iii) any statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) any breach of any agreement between any Borrower and any beneficiary or transferee of any Letter of Credit; (v) any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit; and (vi) payment by the Administrative Agent under any Letter of Credit against presentation of a sight draft or a certificate which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the Administrative Agent.

2.7 Voluntary Reduction of Commitments . Borrowers shall have the right, at any time and from time to time, without penalty or charge, upon at least three (3) Banking Days' prior written notice by a Responsible Official of Borrowers to the Administrative Agent, voluntarily to reduce, permanently and irrevocably, in aggregate principal amounts in an integral multiples of $1,000,000 but not less than $5,000,000, or to terminate, all or a portion of the then undisbursed portion of the Commitments; provided that in no event shall the Commitments be reduced to an amount less than $175,000,000.00. The Administrative Agent shall promptly notify the Banks of any reduction or termination of the Commitments under this Section. Any reduction of the Commitments shall be allocated pro rata among the Banks.

2.8 [ Intentionally Omitted ].

2.9 Administrative Agent's Right to Assume Funds Available for Advances . Unless the Administrative Agent shall have been notified by any Bank no later than 10:00 a.m. Massachusetts time on the Banking Day of the proposed funding by the Administrative Agent of any Loan that such Bank does not intend to make available to the Administrative Agent such Bank's portion of the total amount of such Loan, the Administrative Agent may assume that such Bank has made such amount available to the Administrative Agent on the date of the Loan and the Administrative Agent may, in reliance upon such assumption, make available to Borrowers a corresponding amount. If the Administrative Agent has made funds available to Borrowers based on such assumption and such corresponding amount is not in fact made available to the Administrative Agent by such Bank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify Borrowers and Borrowers shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Bank or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) from such Bank, the daily Federal Funds Rate or (ii) from the Borrower, at the applicable rate for such Loan. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its share of the Commitments or to prejudice any rights which the Administrative Agent or Borrowers may have against any Bank as a result of any default by such Bank hereunder.

2.10 Extension of Maturity Date . The Borrowers shall have the one-time right and option to extend the Maturity Date to November 3, 2007 upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of such extension of the Maturity Date:

1. 32. Extension Request . The Borrowers shall deliver written notice of such request (the "Extension Request") to Administrative Agent not later than the date which is ninety (90) days prior to the Maturity Date.
   33. Payment of Extension Fee . The Borrower shall pay to Administrative Agent the extension fee pursuant to Section 3.6 .
   34. No Default . On the date the Extension Request is given and on the Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default.
   35. Representations and Warranties . On the date of such Extension Request the Borrowers shall deliver to Administrative Agent a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrowers stating that the representations and warranties contained in Article 4 ( other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not in violation of this Agreement and (ii) as otherwise disclosed by Borrowers and approved in writing by the Requisite Banks) will be true and correct in all material respects, both immediately before and after giving effect to the Extension Request, as though such representations and warranties were made on and as of that date.

2.11 Unencumbered Asset Pool . Borrowers may at any time add a Qualified Unencumbered Asset Pool Property to the Unencumbered Asset Pool pursuant to this Section  2.11 , which process shall be initiated by delivery by Borrowers to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Banks) of a complete description of the Qualified Unencumbered Asset Pool Property, the most recent year operating income statement related thereto (to the extent available), cash flow projections for such property for at least the next twelve (12) months, a description of all tenants and leases with respect thereto, a certification of a Senior Officer of the Borrowers that Parent has obtained a current written report prepared by a qualified independent expert with respect to Hazardous Materials related thereto which discloses that such property would not be in violation of the representations and covenants of this Agreement and other written materials reasonably requested by any Bank. Borrowers may remove a Revenue-Producing Property from the Unencumbered Asset Pool by delivery to the Administrative Agent (for distribution to the Banks) of a written notice to that effect, accompanied by a Certificate of a Senior Officer of Borrowers setting forth the revised Borrowing Base as of the most recently-ended Fiscal Quarter resulting from such removal, which removal shall be effective on the third (3rd) day after the date of such notice.

2.12 Representative of Borrowers . Each of Borrowers hereby appoints Parent as its agent, attorney- in-fact and representative for the purpose of making Requests for Loans, Letter of Credit Requests, payment and prepayment of Loans, the giving and receipt of notices by and to Borrowers under this Agreement and all other purposes incidental to any of the foregoing. Each of Borrowers agrees that any action taken by Parent as the agent, attorney-in-fact and representative of such Borrowers shall be binding on such Borrowers to the same extent as if directly taken by such Borrower.

2.13 [Intentionally Omitted] .

ARTICLE 3

PAYMENTS AND FEES

3.1 Principal and Interest .

1. 36. Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate in each case to the fullest extent permitted by applicable Laws.
   37. Interest accrued on each Alternate Base Rate Loan shall be due and payable on each Monthly Payment Date. Except as otherwise provided in Section  3.9 , the unpaid principal amount of any Alternate Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate plus the Applicable Margin. Each change in the interest rate under this Section  3.1(b) due to a change in the Alternate Base Rate shall take effect simultaneously with the corresponding change in the Alternate Base Rate.
   38. Interest accrued on each LIBOR Rate Loan shall be due and payable on each Monthly Payment Date. Except as otherwise provided in Section  3.9 , the unpaid principal amount of any LIBOR Rate Loan shall bear interest at a rate per annum equal to the LIBOR Rate for that LIBOR Rate Loan plus the Applicable Margin.
   39. In the event that any additional interest becomes due and payable for any period with respect to a Loan as a result of the Applicable Margin being determined based on the Leverage Ratio or any change in the Leverage Ratio, and the interest for such period has previously been paid by the Borrowers, the Borrowers shall pay to the Administrative Agent for the account of the Banks the amount of such increase within ten (10) days of demand.
   40. If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows:
   41. 1. the amount, if any, by which the principal Indebtedness evidenced by the Line Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding, at any time exceeds the then applicable Line Commitment shall be payable immediately;
       2. [Intentionally Omitted] ;
       3. the amount, if any, by which the principal Indebtedness evidenced by the Notes (after giving effect to all amounts requested thereunder) plus the Letter of Credit Exposure plus the aggregate amount of Swing Loans outstanding, at any time exceeds the Borrowing Base shall be payable immediately; and
       4. [Intentionally Omitted] ;
       5. the principal Indebtedness evidenced by the Notes shall in any event be payable on the Maturity Date.
   42. The Notes may, at any time and from time to time, voluntarily be paid or prepaid