LOAN AND SECURITY AGREEMENT

  Section 1.01.           Definitions .  The following terms when used in this Agreement shall have the meanings assigned to them below:

     “ Affiliate ” means, with respect to any Person, any other Person (other than a Subsidiary) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any Subsidiary thereof.  The term control means (a) the power to vote ten percent (10%) or more of the Capital Securities of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting Capital Securities, by contract or otherwise.  Notwithstanding the foregoing, (a) no individual shall be an Affiliate of a Person solely by reason of his or her being a director, officer or employee of such Person and (b) the Lender shall not be an Affiliate of Borrower.

     “ Agreement ” shall mean this Loan and Security Agreement, as it may be amended or modified from time to time.

     “ Anti-Terrorism Laws ” shall have the meaning set forth in Section 5.01(w) .

     “ Borrower’s Knowledge ” or words of similar import used in this Agreement shall mean solely the actual knowledge of (i) Frederick M. Danziger, President of the Borrower; (ii) Anthony J. Galici, Vice President, Secretary and Chief Financial Officer of the Borrower or (iii) Thomas M. Lescalleet, Senior Vice President of Griffin Land, a division of the Borrower, who have been active in the management of the Property and the Borrower, without any duty of inquiry or investigation of any type.

(a)           any day which is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Bridgeport, Connecticut;

(b)   when such term is used to describe a day on which a payment or prepayment is to be made in respect of a LIBOR Rate Loan, any day which is: (i) neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in New York City; and (ii) a LIBOR Business Day; and

(c)           when such term is used to describe a day on which an interest rate determination is to be made in respect of a LIBOR Rate Loan, any day which is a LIBOR Business Day.

     “ Capital Lease ” means, with respect to Borrower, any lease of any property that should, in accordance with GAAP, be classified and accounted for as a capital lease on a balance sheet of Borrower.

     “ Capital Securities ” means, with respect to any Person, any and all shares, interests (including partnership interests or limited liability company interests), participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued hereafter.

     “ Closing ” means the advance of the Initial Tranche.

     “ Closing Date ” means the date of this Agreement.

     “ Code ” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “ Collateral ” means, collectively, all estate, right, title and interest which the Borrower now has or may later acquire in and to (i) the “Premises” as defined in the Mortgage, (ii) the “Leases” and “Rents” as defined in the Collateral Assignment, as well as all other collateral now and hereafter granted to the Lender as security for the Obligations; and (iii) the UCC Collateral (as defined in Section 4.01 herein).

     “ Collateral Assignment ” means the Assignment of Leases and Rentals dated the date hereof from the Borrower to Lender.

     “ Debt ” means, with respect to any Person at any date and without duplication, the sum of the following calculated in accordance with GAAP:  (a) all indebtedness for borrowed money and all obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person; (b) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising and paid in the ordinary course of business and accrued expenses incurred in the ordinary course of business;   (c) all obligations of any such Person as lessee under Capital Leases; (d) all debt secured by any Lien upon property or assets owned by such Person, notwithstanding that such Person has not assumed or become liable for the payment of such debt; (e) all Guaranty Obligations of any such Person; (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including any reimbursement obligation, and banker’s acceptances issued for the account of any such Person; (g) all obligations of such Person with respect to all Capital Securities of such Person subject to repurchase or redemption otherwise than at the sole option of such Person ( provided , that , if the documents governing such repurchase or redemption obligation do not require such repurchase or redemption if the same would violate the provisions of this Agreement, only to the extent such repurchases or redemptions are permitted to be paid under the terms of this Agreement), but only to the extent such obligations are no longer contingent; and (h) all obligations incurred by any such Person pursuant to the Interest Rate Protection Agreement.

     “ Debtor Relief Laws ” means the United States Bankruptcy Code, Title 11 of the United States Code, 11 U.S.C. §101 et seq., as amended from time to time, or any successor statute, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, winding up or similar debtor relief laws, whether federal, state, local or foreign from time to time in effect affecting the rights of creditors generally.

     “ Default ” means any of the events specified in Section 10.01 which with the passage of time, the giving of notice or the satisfaction of any other condition, would constitute an Event of Default.

     “ Default Rate ” has the meaning ascribed to it in each Note.

     “ Dollars or $ ” means, unless otherwise qualified, dollars in lawful currency of the United States.

     “ Environmental Laws ” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended, supplemented or otherwise modified from time to time.

     “ ERISA Affiliate ” means any Person who together with the Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

     “ Event of Default ” means any of the events specified in Section 10.01 , provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

     “ Executive Order ” has the meaning assigned thereto in Section 5.01(w) hereof.

     “ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System, or any successor thereto.

     “ Fiscal Year ” means the fiscal year of Borrower ending on the Saturday occurring nearest November 30.

     “ GAAP ” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis throughout the period indicated.

     “ Governmental Approvals ” means all authorizations, consents, permits, approvals, licenses, exemptions and other qualifications of, registrations and filings with, and reports to, all Governmental Authorities.

     “ Governmental Authority ” means any nation, province, state or political subdivision thereof, federal, state or local, and any government or any Person exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

     “ Guaranty Obligation ” means, with respect to any Person, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Debt or other obligation of any other Person and,

without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided , that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business.

     “ Hazardous Materials ” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval or (e) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas in amounts in excess of those permitted by applicable Environmental Laws.

     “ Interest Rate Protection Agreement ” shall have the meaning assigned thereto in Section 3.09 .

     “ Leasing Costs ” shall mean (1) the costs reasonably incurred by the Borrower to perform, or cause to be performed, tenant improvements required under any new or renewed lease of all or any portion of the Property, which new or renewed lease was permitted pursuant to, or otherwise approved by the Lender in accordance with, the Collateral Assignment; and (2) the costs of leasing commissions incurred by Borrower in connection with the leasing of the Property or any portion thereof, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property leased for which such leasing commission is due, and (y) the amounts of such leasing commissions are determined pursuant to arm’s length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any director, officer or shareholder of Borrower or any Affiliate of Borrower.

     “ Lender ” shall mean People’s United Bank, a federal savings bank, its successors and assigns.

     “ Lender’s Office ” means, with respect to the Lender, the office of the Lender referenced in preamble of this Agreement.

     “ LIBOR Business Day ” shall have the meaning ascribed to it in the Note.

     “ LIBOR Rate Loan ” means the Loan while such Loan is bearing interest at a rate based upon the LIBOR Rate (as defined in the Note).

     “ Lien ” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge or other encumbrance of any kind including any conditional sale or other title retention agreement, and any lease in the nature thereof.  For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

     “ Loan Document ” means, individually, and “ Loan Documents ” means, collectively, this Agreement, the Note, the Interest Rate Protection Agreement, the Security Documents and each other document, instrument, certificate and agreement executed and delivered by the Borrower in connection with the above or otherwise referred to herein or contemplated hereby, all as may be amended, restated or otherwise modified.

     “ Material Adverse Effect ” means a material adverse effect (i) on the financial condition of Borrower, or (ii) on the ability of Borrower to perform its material obligations under any Loan Document to which it is a party.

     “ Mortgage ” means the Open-End Mortgage Deed and Security Agreement dated the date hereof from the Borrower to the Lender pursuant to which Borrower grants to the Lender a lien in all the Property, in form and substance acceptable to the Lender, as it may be amended or modified from time to time, to secure the Note and the Interest Rate Protection Agreement.

     “ Obligations ” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on the Loan, (b) all obligations owing by Borrower under the Interest Rate Protection Agreement and (c) all other fees and commissions (including attorneys’ fees), obligations, covenants and duties owing by Borrower to the Lender arising pursuant to this Agreement, the Note or any of the other Loan Documents, and including any such obligations incurred after the commencement of any proceeding under any Debtor Relief Law (including any interest accruing under any Loan Document after the filing of a petition with respect to the Borrower under any Debtor Relief Law whether or not allowed or allowable as a claim in the related proceeding).

     “ Operating Account ” means commercial checking account to be established in the name of the Borrower at the Lender and which shall be identified as the “Operating Account” hereunder when its opened by an amendment to this Agreement signed by both the Borrower and the Lender.

     “ Permitted Liens ” shall have the meaning assigned thereto in Section 9.03 .

     “ Prime Rate ” means the interest rate from time to time announced by the Lender at its principal office as being its “Prime Rate” for commercial borrowings of this type, which rate may not necessarily be the Lender’s lowest or best rate.  The Prime Rate may be determined and re-determined on a daily basis and each change in the Prime Rate shall be effective on and following the date of such change without notice or demand to the Borrower.

     “ Prime Rate Loan ” means the Loan while such Loan is bearing interest at a rate based upon the Prime Rate.

     “ Property ” collectively means those certain pieces or parcels of real property owned by Borrower and commonly known as 14 International Drive, 15 International Drive and 16 International Drive, East Granby, Connecticut and 40 International Drive, Windsor, Connecticut, together with all improvements thereon and appurtenances thereto, all being more particularly described in the Mortgage encumbering said Property.

     “ Responsible Officer ” means any of the following: the chief executive officer, chief financial officer, president, vice president or any other officer reasonably acceptable to the Lender.

     “ Security Document ” means, individually, and “ Security Documents ” means, collectively, the Mortgage, the Collateral Assignment and each other agreement or writing pursuant to which Borrower purports to pledge or grant a lien or security interest in any real or personal property or assets securing the Obligations, together with all documents delivered in connection therewith.

     “ Solvent ” means, as to any Person on a particular date, that such Person (a) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is able to pay its debts as they mature, (b) owns assets having a value, both at fair valuation and at present fair saleable value, greater than the amount required to pay its liabilities (including contingencies) as they become absolute and matured, and (c) does not believe that it will incur debts or liabilities beyond its ability to pay such debts or liabilities as they mature.

     “ Subsidiary ” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Securities having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity is at the time, directly or indirectly, owned by or the management is otherwise controlled by such Person (irrespective of whether, at the time, Capital Securities of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or 

might have voting power by reason of the happening of any contingency).  Unless otherwise qualified references to “ Subsidiary ” or “ Subsidiaries ” herein shall refer to those of the Borrower.

“ UCC ” means the Uniform Commercial Code as codified in the State of Connecticut or as codified in any other state the laws of which are required by Article 9 thereof to be applied in connection with the issue or perfection of security interests, as such statutes are in effect during the term hereof.  All terms used in this Agreement which are defined in the UCC shall be construed and defined in accordance with the meaning and definition ascribed to such terms under the UCC, unless another meaning is specifically provided herein.

     “ United States ” means the United States of America.

     Section 1.02.     General .  Unless otherwise specified, a reference in this Agreement to a particular section, subsection, Schedule or Exhibit is a reference to that section, subsection, Schedule or Exhibit of this Agreement.  Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter.  The words “ include ”, “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation”.  The word “ will ” shall be construed to have the same meaning and effect as the word “shall”.

     Section 1.03.     Other Definitions and Provisions .

         (a)     Use of Capitalized Terms .  Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined meanings when used in this Agreement, the Note and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

         (b)     Miscellaneous .  The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

     Section 2.01.     The Loan .  Subject to the satisfaction of the terms and conditions hereof and at the discretion of the Lender, and in reliance on the representations and warranties contained herein and in the other Loan Documents, the Lender agrees to furnish the Loan, which shall be a term loan to the Borrower consisting of not more than three (3) tranches (each a “ Tranche ”) in an aggregate amount not to exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio (as hereinafter defined) on an “as leased” basis.  The Loan shall be used to (a) pay related closing expenses, and (b) return a portion of the equity to the Borrower.

     Section 2.02.     Limitations .  In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations:

         (a)           On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “ Initial Tranche ”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid.

         (b)           The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “ Future Tranche ” and collectively the “ Future Tranches ”) upon satisfaction of the following conditions:

              (i)           The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease.

              (ii)           All Future Tranches shall be advanced, if at all, not later than July 9, 2012.

              (iii)           The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche.

              (iv)           For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing.  Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

     Section 2.03.     Interest and Repayment of Principal of Loan .  The Note evidencing the Loan (the “ Note ”) is attached hereto as Schedule A , and contains all the terms relative to the repayment of principal, the payment of interest and the rate at which interest shall accrue.

     Section 2.04.     Maturity Date .  The entire balance of the Loan shall be due and payable on or before the Maturity Date (as defined in the Note).

     Section 3.01.     Manner of Payment .  Each payment by the Borrower on account of the principal of or interest on the Loan or of any fee, commission or other amounts payable to the Lender under this Agreement, the Note or Mortgage shall be made not later than 3:00 p.m. (New York time) on the date specified for payment under such document or instrument, as applicable, to the Lender at the Lender’s Office for the account of the Lender (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever.  Any payment received after such time but before 4:00 p.m. (New York time) on such day shall be deemed a payment on such date for the purposes of Section 10.01 , but for all other purposes shall be deemed to have been made on the next succeeding Business Day.  Any payment received after 4:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day for all purposes.  If any payment under this Agreement, the Note or Mortgage shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing any interest if payable along with such payment.  Borrower hereby grants to the Lender the right to make withdrawals from the Operating Account to make payments on the Obligations as and when due hereunder.

     Section 3.02.     Credit of Payments and Proceeds .  In the event that Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 10.02 , all payments received by the Lender upon the Note and the other Obligations and all net proceeds from the enforcement of the Obligations shall be applied as set forth in Section 10.03.

     Section 3.03.     Voluntary Prepayment of the Loan .  The Loan may be prepaid upon the terms and conditions set forth in the Note evidencing the Loan.  Borrower acknowledges that additional obligations may be associated with any such prepayment under the terms and conditions of the Note and the Interest Rate Protection Agreement.  Borrower shall give the Lender notice of any proposed prepayment of the Loan in accordance with the Note, which notice shall specify the proposed date of payment and the principal amount to be paid.  Each partial prepayment of the principal amount of the Loan shall be accompanied by the payment of all charges outstanding on the Loan (including any Prepayment Fee, as defined in the Note) and of all accrued interest on the principal repaid to the date of payment.

     Section 3.04.     LIBOR Rate Lending Unlawful .  If the Lender shall reasonably determine (which determination shall, upon notice thereof to Borrower, be conclusive and

binding on Borrower) that the introduction of or any change in or in the interpretation of any law, rule, regulation or guideline (whether or not having the force of law), makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Lender to make, continue or maintain any Loan as, or to convert such Loan into, a LIBOR Rate Loan, then any such LIBOR Rate Loan shall, upon such determination, forthwith be suspended until the Lender shall notify Borrower that the circumstances causing such suspension no longer exist, and all LIBOR Rate Loans of such type shall automatically convert as provided in the Note at the end of the then current LIBOR Interest Periods (as defined in the Note) with respect thereto or sooner, if required by such law and assertion.

     Section 3.05.     Intentionally Omitted .

     Section 3.06.     Increased Costs .  If on or after the date hereof the adoption of any applicable law, rule or regulation or guideline (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a)           shall subject the Lender to any tax, duty or other charge with respect to the Loan or its obligation to make the LIBOR Rate Loan, or shall change the basis of taxation of payments to the Lender of the principal of, or interest on, the Loan or any other amounts due under this agreement in respect of the Loan or its obligation to make the Loan (except for the introduction of, or change in the rate of, tax on the overall net income of the Lender or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which the Lender is organized or in which the Lender’s principal executive office is located); or

(b)           shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System of the United States) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the London interbank market any other condition affecting the Loan or its obligation to make the Loan;

           and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining the Loan as a LIBOR Rate Loan, or to reduce the amount of any sum received or receivable by the Lender under this agreement with respect thereto, by an amount deemed by the Lender to be material, then, within fifteen (15) days after demand by the Lender, Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction.

     Section 3.07.     Increased Capital Costs .  If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation,

directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by the Lender, or person controlling the Lender, and the Lender determines (in its reasonable discretion) that the rate of return on its or such controlling person’s capital as a consequence of its commitments or the Loan made by the Lender is reduced to a level below that which the Lender or such controlling person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by the Lender to Borrower, Borrower shall immediately pay directly to the Lender additional amounts sufficient to compensate the Lender or such controlling person for such reduction in rate of return.  A statement of the Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on Borrower.  In determining such amount, the Lender may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable.

     Section 3.08.     Taxes .  All payments by Borrower of principal of, and interest on, the Loan and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Lender’s net income or receipts or income from the Loan (such non-excluded items being called “ Taxes ”).  In the event that any withholding or deduction from any payment to be made by Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then Borrower will:

(a)           pay directly to the relevant authority the full amount required to be so withheld or deducted;

(b)           promptly forward to the Lender an official receipt or other documentation satisfactory to the Lender evidencing such payment to such authority; and

(c)           pay to the Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by the Lender will equal the full amount the Lender would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Lender with respect to any payment received by the Lender hereunder, the Lender may pay such Taxes and Borrower will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the Lender after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Lender would have received had not such Taxes been asserted.

If Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary

evidence, Borrower shall indemnify the Lender for any incremental Taxes, interest or penalties that may become payable by the Lender as a result of any such failure.

     Section 3.09.     Interest Rate Protection Agreement .  Borrower has entered into a certain ISDA 2002 Master Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “ Interest Rate Protection Agreement ”) dated as of the Closing Date (the “ ISDA Commencement Date ”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan.  The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan.  If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable.  All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents.  In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.  In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.

     Section 4.01.     Security Interest .  As security for the payment of the Loan and the performance by the Borrower of its Obligations, the Borrower hereby mortgages, pledges and assigns to the Lender, and gives and grants to the Lender, security interests in all of its personal property and fixtures which are now or hereafter installed or stored at the Property and all of its right, title and interest in and to the items and types of property, described or referred to below, whether now owned or hereafter acquired and which are now or hereafter installed or stored at the Property, and the proceeds and products thereof, (all of which property is herein collectively called the “ UCC Collateral ”), which security interest is and shall remain first and prior and which UCC Collateral shall remain free and clear of all

mortgages, pledges, security interests, liens, and other encumbrances and restrictions on the transfer thereof except liens permitted hereunder.

         (a)           All of Borrower right, title and interest in and to all appliances, machinery and equipment owned by the Borrower now or hereafter installed or stored at the Property, including but not limited to gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators, escalators, incinerators, motors, dynamos, sinks, disposals, dishwashers, water closets, basins, medicine chests, pipes, faucets and other plumbing and heating fixtures, ventilating apparatus, dryers, air-conditioning equipment and units, paneling, refrigerating plant, refrigerators, whether mechanical or otherwise, fire prevention and extinguishing apparatus, shades, awnings, screens, blinds, carpeting, wall cabinets, furniture and equipment, and also any and all other fixtures and articles of personal property owned by the Borrower now or hereafter attached to, stored at, the Property.

         (b)           All rents, income, profits, security deposits and other benefits to which the Borrower may now or hereafter be entitled from the leases of the Property.

         (c)           All of the Borrower’s right, title and interest in and to proceeds of casualty and other insurances relating to the Property and all causes of action, claims, compensation and recoveries for any damage, condemnation or taking of the Property, or for any conveyance in lieu thereof, whether direct or consequential, or for any damage or injury to the Property, or for any loss or diminution in value of the Property.

         (d)           The foregoing collateral includes all additions, replacements and substitutions thereof and thereto and all proceeds of all of the foregoing, as these terms are used and defined in the Uniform Commercial Code.

         (e)           All of the Borrower’s right, title and interest in and to the Operating Account.

         (f)           All Proceeds (as such term is defined in Article 9 of the UCC), including without limitation all proceeds and all products of all Collateral described above.  The security interest described herein continues in all UCC Collateral, notwithstanding sale, exchange or other disposition thereof by the Borrower.

     Section 4.02.     Authorization Re: Financing Statements .

         (a)           The Lender may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the Collateral and which contain any other information required by Lender or by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether the Borrower is an organization, the type of organization and any organization identification number issued to the Borrower.  The Borrower shall furnish any such identification number issued promptly to the Lender.

         (b)           Nothing contained herein shall be construed to narrow the scope of the security interest granted hereby in any of the Collateral or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges or remedies of the Lender hereunder except as (and then only to the extent) specifically mandated by Article 9 of the UCC to the extent then applicable.  Notwithstanding the foregoing, the parties agree that Lender’s security interest hereunder shall not extend to any Hazardous Materials or devices utilized primarily for the storage of Hazardous Materials.

     Section 5.01.     Representations and Warranties .  To induce the Lender to enter into this Agreement and to induce the Lender to make the Loan, the Borrower hereby represents and warrants to the Lender, that:

         (a)            Organization; Power; Qualification .  The Borrower is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization except where the failure to be qualified would not reasonably be expected to have a Material Adverse Effect.

         (b)            Authorization of Agreement, Loan Documents and Borrowing .  The Borrower has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms.  This Agreement and each of the other Loan Documents to which it is a party have been duly executed and delivered by a duly authorized officer of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by any Debtor Relief Law from time to time in effect which affect the enforcement of creditors rights in general and the availability of equitable remedies.

         (c)            Compliance of Agreement, Loan Documents and Borrowing with Laws, etc.   Except as set forth on Schedule 5.01(c) , the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party, the borrowings hereunder and thereunder and the consummation of the other transactions contemplated hereby and thereby do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approval or violate any Applicable Law relating to the Borrower, (ii) conflict with, result in a breach of or constitute a default under the Borrower’s articles of incorporation, by-laws or other organizational documents of the Borrower or any indenture, material agreement or other instrument to which it is a party or by which any of its material properties may be bound or any Governmental Approval relating to the Borrower, or (iii) result in, or require the creation or imposition of, any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower other than Liens arising under the Loan Documents.

           (d)     Compliance with Law; Governmental Approvals; Other Consents and Approvals .  The Borrower: (i) has all Governmental Approvals required by any Applicable Law for the Borrower to own and operate the Property, each of which is in full force and effect, (ii) is in compliance with each Governmental Approval and Applicable Law applicable to the Borrower’s ownership and operation of the Property, and (iii) except as set forth on Schedule 5.01(d) , has obtained all Governmental Approvals and other consents and approvals required or necessary for the consummation of the transactions contemplated by the Loan Documents.

           (e)     Tax Returns and Payments .  The Borrower has duly filed or caused to be filed all material federal, state, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all material federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable, except such taxes, assessments and governmental charges or levies that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established on the books of the Borrower to the extent required by GAAP.  No Governmental Authority has asserted any Lien or other claim against the Borrower with respect to unpaid taxes which has not been discharged or resolved.  The charges, accruals and reserves on the books of the Borrower in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof since the organization of the Borrower are in Borrower’s judgment adequate.

           (f)     Intentionally Omitted .

           (g)     Environmental Matters . Except for the matters set forth on Schedule 5.01(g) hereto:

(h)            ERISA .  The Borrower and each ERISA Affiliate of it is in compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all employee benefit and pension plans and no liability has been incurred by the Borrower or any such ERISA Affiliate of the Borrower which remains unsatisfied for any taxes or penalties with respect to any such employee benefit and pension plan.

(i)            Margin Stock .  The Borrower is not engaged principally or as one of its activities in the business of extending credit for the purpose of purchasing or carrying any margin stock (as each such term is defined or used in Regulation U of Federal Reserve Board).  No part of the proceeds of the Loan will be used for purchasing or carrying margin stock or for any purpose which violates the provisions of Regulation T, U or X of such Federal Reserve Board.

(j)            Government Regulation .  The Borrower is not an investment company or a company controlled by an investment company (as each such term is defined or used in the Investment Company Act of 1940, as amended), and the Borrower is not, or after giving

(k)            Employee Relations .  There are no pending or, to the Borrower’s Knowledge, threatened or contemplated strikes, work stoppage or other collective labor disputes involving its employees.

(l)            Health and Safety; Zoning .