Exhibit 10.1

8 December, 2006

AMB EUROPEAN INVESTMENTS LLC
(as Original AMB Party)

THE ENTITIES of AMB as listed in Part A of Schedule 1
(as Original Acquisition Borrowers)

THE ENTITIES of AMB as listed in Part B of Schedule 1
(as Original Term Borrowers)

THE ENTITIES of AMB Property, L.P. as listed in Part C of Schedule 1
(the Original PropCos)

THE ENTITIES of AMB Property, L.P. as listed in Part D of Schedule 1
(the Original ShareCos)

AMB PROPERTY, L.P.
(as Acquisition Loan Guarantor and Carve-out Indemnifier)

THE FINANCIAL INSTITUTIONS as listed in Part E of Schedule 1
(as Original Lenders)

THE ENTITIES of ING REAL ESTATE FINANCE NV as listed in Part F of Schedule 1
(as Security Agent)

ING REAL ESTATE FINANCE NV
(as Facility Agent)

€228,000,000
FACILITY AGREEMENT

CONTENTS

CLAUSE		PAGE
1. INTERPRETATION			6
2. FACILITY			28
3. PURPOSE			29
4. CONDITIONS PRECEDENT			30
5. UTILISATION			31
6. ACQUISITION FACILITY			34
7. TERM FACILITY			35
8. CONVERSION			36
9. CALCULATION OF THE AGGREGATE AMOUNT OF THE FACILITIES			37
10. REPAYMENT			38
11. PREPAYMENT AND CANCELLATION			38
12. INTEREST			42
13. INTEREST PERIODS			46
14. MARKET DISRUPTION			46
15. TAXES			47
16. ADDITIONAL DOCUMENTATION			52
17. INCREASED COSTS			54
18. MITIGATION			55
19. PAYMENTS			56
20. RECOURSE			58
21. PARALLEL DEBT			62
22. ACQUISITION LOAN GUARANTEE AND INDEMNITY			63
23. REPRESENTATIONS AND WARRANTIES OF THE LENDERS			67
24. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS			67
25. INFORMATION COVENANTS			72
26. GENERAL COVENANTS			75
27. PROPERTY COVENANTS			82
28. TRIGGER EVENTS AND EVENTS OF DEFAULT			86
29. SECURITY			93
30. SUBSTITUTION			104
31. EVIDENCE AND CALCULATIONS			106

CLAUSE		PAGE
32. FEES			106
33. INDEMNITIES AND BREAK COSTS			107
34. EXPENSES			108
35. AMENDMENTS AND WAIVERS			109
36. CHANGES TO THE PARTIES			110
37. DISCLOSURE OF INFORMATION			114
38. SET-OFF			115
39. SEVERABILITY			115
40. COUNTERPARTS			115
41. NOTICES			115
42. LANGUAGE			117
43. GOVERNING LAW			118
44. ENFORCEMENT			118
SCHEDULE 1 ORIGINAL PARTIES AND PROPERTIES			119
Part A — ORIGINAL ACQUISITION BORROWERS			119
Part B — ORIGINAL TERM BORROWERS			119
Part C — ORIGINAL PROPCOS			121
Part D — ORIGINAL SHARECOS			122
Part E — ORIGINAL LENDERS			123
Part F — SECURITY AGENTS			124
Part G — Original Properties			126
Part H — AMB Existing Loan Properties			127
Part I — Relevant Properties and Missing Property Confirmations			128
SCHEDULE 2 CONDITIONS PRECEDENT			131
Part A — General			131
Part B — Upon signing this Agreement			131
Part C — Acquisition Loan			134
Part D — Term Loans			137
Part E — Logistics Fund			142
Part F — Additional Obligor			144
Part G — Conditions Subsequent			145
SCHEDULE 3			147
Part A — Form of Conversion Offer			147
Part B — Form of acceptance of Conversion Offer			148
SCHEDULE 4 FORM OF REQUEST			149

CLAUSE		PAGE
SCHEDULE 5 CALCULATION OF THE MANDATORY COST			151
SCHEDULE 6 FORMS OF TRANSFER DOCUMENTS			154
Part A Form of Transfer Certificate for Transfers by Assignment			154
Part B Form of Transfer Certificate – Transfers by Novation			157
SCHEDULE 7 FINANCIAL COVENANTS			159
SCHEDULE 8 PART A : FORM OF COMPLIANCE CERTIFICATE FOR USE AT LOGISTICS FUND ACCESSION DATE			168
Part B FORM OF COMPLIANCE CERTIFICATE FOR USE WITH RESPECT TO FINANCIAL COVENANTS TESTED AS AT 31 DECEMBER			169
Part C FORM OF COMPLIANCE CERTIFICATE FOR USE WITH RESPECT TO FINANCIAL COVENANTS TESTED AS AT 30 JUNE			171
SCHEDULE 9 SECURITY PRINCIPLES			172
Part A			172
Part B — General			172
Part C — Granting and registration of security			175
Part D — Remedy of filing defects			176
Part E — ShareCo Share undertakings			177
Part F — Registration of security in accordance with the laws of Germany			178
Part G — Registration of security in accordance with the laws of Italy			178
Part H — Registration of security in accordance with the laws of England and Wales			178
Part I — Registration of security in accordance with the laws of Spain			179
Part J — Registration of security in accordance with the laws of France			179
Part K — Registration of security in accordance with the laws of the Netherlands			180
Part L Registration of security in accordance with the laws of Belgium			180
SCHEDULE 10 SECURITY ADMINISTRATION PRINCIPLES			182
Part D — Role and duties of the Agents in relation Spanish Security			185
Part E — Role and duties of the Agents in relation to England and Wales Security			186
Part F — Role and duties of the Agents in relation to Italian Security			187
Part G — Role and duties of the Agents in relation to Dutch Security			187
Part H- Role and duties of the Agents in relation to Belgian Security			188
SCHEDULE 11 FRANCE — SHORT FORM AGREEMENT FORM OF MORTGAGE DEED (BY PROPCO AS GUARANTOR)			189
SCHEDULE 12 FRANCE — SHORT FORM AGREEMENT FORM OF MORTGAGE DEED (BY AN ADDITIONAL ACQUISITION OR ADDITIONAL TERM BORROWER)			206

CLAUSE		PAGE
SCHEDULE 13 FORM OF TEG LETTER			222
SCHEDULE 14 PROPCO GUARANTEE			224
SCHEDULE 15 FORM OF DEED OF SUBORDINATION			229
1. INTERPRETATION			229
2. UNDERTAKINGS			231
3. AMENDMENTS TO THE SUBORDINATED FINANCE DOCUMENTS			232
4. TURNOVER OF NON-PERMITTED RECOVERIES			233
5. SUBORDINATION ON INSOLVENCY			233
6. ENFORCEMENT BY SUBORDINATED CREDITORS			234
7. CONSENTS			234
8. REPRESENTATIONS			235
9. PROTECTION OF SUBORDINATION			236
10. INFORMATION BY SUBORDINATED CREDITORS			238
11. SUBROGATION BY SUBORDINATED CREDITORS			238
12. PRESERVATION OF SUBORDINATED DEBT			238
13. RESPONSIBILITY OF THE FACILITY AGENT AND THE SECURITY AGENT			239
14. TREATMENT OF DISTRIBUTION			239
15. VOTING			239
16. CHANGES TO THE PARTIES			240
17. MISCELLANEOUS			241
18. NOTICES			242
19. LANGUAGE			244
20. SEVERABILITY			244
21. WAIVERS AND REMEDIES CUMULATIVE			244
22. COUNTERPARTS			244
23. GOVERNING LAW			244
24. ENFORCEMENT			245
SCHEDULE 1			246
Part A — The Obligors			246
Part B — Subordinated Creditors			247
Part C — The Lenders			248
Part D — The Security Agents			249
SCHEDULE 16 REPLY TO A REQUEST			261
SCHEDULE 17 BRU CARGO LOAN			263

THIS AGREEMENT is dated 8 December 2006

Between:

(1)		AMB EUROPEAN INVESTMENTS LLC (the Original AMB Party);
(2)		THE ENTITIES of AMB Property, L.P. as listed in Part A of Schedule 1 (Original Parties and Properties) (the Original Acquisition Borrowers);
(3)		THE ENTITIES of AMB Property, L.P. as listed in Part B of Schedule 1 (Original Parties and Properties) (the Original Term Borrowers);
(4)		THE ENTITIES of AMB Property, L.P. as listed in Part C of Schedule 1 (Original Parties and Properties) (the Original PropCos);
(5)		THE ENTITIES of AMB Property, L.P. as listed in Part D of Schedule 1 (Original Parties and Properties) (the Original ShareCos);
(6)		AMB PROPERTY, L.P. (the Acquisition Loan Guarantor and Carve-out Indemnifier);
(7)		THE FINANCIAL INSTITUTIONS listed in Part E of Schedule 1 (Original Parties and Properties) (the Original Lenders);
(8)		THE ENTITIES of ING Real Estate Finance NV in their capacity as Security Agent and as listed in Part F of Schedule 1 (Original Parties and Properties) (the Security Agent); and
(9)		ING REAL ESTATE FINANCE NV in its capacity as Facility Agent (the Facility Agent).

It is agreed as follows:

1.		INTERPRETATION
1.1		Definitions

In this Agreement:

Accounting Date has the meaning set out in Schedule 7 (Financial Covenants).

Accounting Period has the meaning set out in Schedule 7 (Financial Covenants).

Acquisition means the acquisition by any Borrower, any PropCo or any ShareCo (as the case may be) of:

(a)		Property and/or Buildings; or
(b)		a body corporate that owns (directly or indirectly) Property and/or Buildings or, subject to the Facility Agent’s consent (not to be unreasonably withheld or delayed) a controlling interest in such body corporate,

and which such acquisition is or will be financed or refinanced by the Facilities.

Acquisition Availability Period means the later of (i) the first anniversary of the date of this Agreement and (ii) such other date as may be agreed from time to time, by the AMB Agent and the Original Lenders of the Facility Agreement.

Acquisition Borrower means the Original Acquisition Borrowers or any Additional Acquisition Borrower, as the case may be.

Acquisition Document means:

(a)		any and all Agreements entered into by any member of the Group with the relevant sellers in connection with an Acquisition; and
(b)		each related document entered into by any member of the Group with the relevant sellers in connection with an Acquisition.

Acquisition Facility means the acquisition loan facility made available under this Agreement.

Acquisition Facility First Closing Date means the date on which the Acquisition Facility is first utilised.

Acquisition Final Maturity Date means the last day of the Acquisition Availability Period.

Acquisition Loan means each utilisation under the Acquisition Facility.

Acquisition Loan Guarantee means:

(a)		until the Logistics Fund Accession Date, the guarantee granted by AMB Property, L.P. under a separate New York law guarantee agreement in respect of the obligations of the Acquisition Borrowers under the Acquisition Loans; and
(b)		after the Logistics Fund Accession Date, the guarantee and indemnity granted by the Logistics Fund, pursuant to Clause 22 (Acquisition Loan Guarantee and Indemnity)

in respect of the obligations of the Acquisition Borrowers under the Acquisition Loans.

Acquisition Loan Guarantor means the provider of the Acquisition Loan Guarantee which shall be:

(a)		until the Logistics Fund Accession Date, AMB Property, L.P.; and
(b)		with effect from the Logistics Fund Accession Date, the Logistics Fund.

Acquisition Loan Repayment Date means, in relation to each Acquisition Loan, the later of:

(a)		the date six months after the Utilisation Date of that Acquisition Loan; or
(b)		the date as extended in accordance with Clause 5.4(d)(ii), Clause 5.4(e) or 5.4(f); or
(c)		such other date as may be agreed, from time to time, between the parties in accordance with Clause 35 (Amendments and Waivers).

Acquisition Margin means 0.75 per cent. per annum on each Acquisition Loan.

Additional Acquisition Borrower means:

(a)		with effect from the Logistics Fund Accession Date, the Logistics Fund; or
(b)		at any time, any other member of the Group (whether a Term Borrower or otherwise) that becomes an Additional Acquisition Borrower in accordance with this Agreement.

Additional Acquisition Borrowers means any member of the Group (whether a Term Borrower or otherwise) that accedes to this Agreement as an Additional Acquisition Borrower.

Additional Obligor means any member of the Group that accedes to this Agreement as an Additional Obligor.

Additional PropCo means any member of the Group that accedes to this Agreement as an Additional PropCo.

Additional Property means any real property acquired (directly or indirectly) by a Borrower or a PropCo (other than an Original Property) which is financed by a Loan and over which security is granted in accordance with, and subject to, the terms of this Agreement including all Heritable Building Rights, Buildings, fixtures (including trade fixtures) and fixed plant and machinery and other structures now or in the future on it and all easements, access-rights, rights of way, wayleaves, servitudes and rights attaching to it and in each case each and every part of it.

Additional ShareCo means any member of the Group that accedes to this Agreement as an Additional ShareCo.

Additional Term Borrower means a member of the Group (whether an Acquisition Borrower or otherwise) that becomes an Additional Term Borrower in accordance with this Agreement.

Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

Agent means the Facility Agent or the Security Agent, as appropriate.

Agreement for Lease means an agreement to grant an Occupational Lease of all or part of a Property.

AMB Agent means:

(a)		until the Logistics Fund Accession Date, the Original AMB Party; and
(b)		with effect from the Logistics Fund Accession Date, the Logistics Fund,

and, in either case, any wholly-owned Subsidiary of the Original AMB Party that is a party to this Agreement (or with effect from the Logistics Fund Accession Date, any wholly-owned Subsidiary of the Logistics Fund) which it may designate for this purpose on:

(c)		obtaining the Facility Agent’s prior written consent; and
(d)		effecting a valid transfer of the then existing AMB Agent’s rights and obligations as the AMB Agent in accordance with the Finance Documents.

AMB Capronilaan Loan Agreement means the loan agreement dated 16 September 2005 (and as amended and restated from time to time) between AMB Capronilaan B.V. and ING Real Estate Finance NV

AMB Existing Loans means the facilities made available and outstanding under the AMB Existing Loan Agreements to the extent that these facilities have not been repaid, prepaid, refinanced in full by a utilisation under this Agreement or otherwise cancelled.

AMB Existing Loan Agreements means the AMB France Loan Agreement, AMB Gebäude Loan Agreement, AMB Capronilaan Loan Agreement, AMB Koolhovenlaan Loan Agreement and the AMB Port of Hamburg Loan Agreement.

AMB France Loan Agreement means the loan agreement dated 16 March 2004 (and as amended and restated from time to time) between ING Real Estate Finance NV, AMB European Investments LLC and SCI AMB France Three.

AMB Gebäude Loan Agreement means the loan agreement dated 30 December 2004 (and as amended and restated from time to time) between Gebäude 556 Cargo City Süd B.V. & Co. KG and ING Real Estate Finance NV.

AMB Koolhovenlaan Loan Agreement means the loan agreement dated 2 December 2005 (and as amended and restated from time to time) between AMB Koolhovenlaan 1 B.V., AMB Koolhovenlaan 2 B.V. and ING Real Estate Finance NV.

AMB Port of Hamburg Loan Agreement means the loan agreement dated 20 April 2006 (and as amended and restated from time to time) between AMB Port of Hamburg 4 (Waltershof) B.V., AMB Port of Hamburg 5-8 (Steinwerder) B.V. and ING Real Estate Finance NV.

AMB Property L.P. Loan means the third amended and restated revolving credit agreement, dated as of 1 June, 2006, by and among AMB Property, L.P., as Borrower, the banks listed on the signature pages thereof, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as Administrative Agent for Alternate Currencies, Bank of America, N.A., as Syndication Agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, Eurohypo AG, New York Branch, Wachovia Bank, N.A. and PNC Bank, National Association, as Documentation Agents, The Bank of Nova Scotia, acting through its San Francisco Agency, Wells Fargo Bank, N.A., ING Real Estate Finance (USA) LLC and LaSalle Bank National Association, as Managing Agents.

Amending AMB Existing Loan Agreement means an amendment agreement to amend an AMB Existing Loan such that, that AMB Existing Loan’s terms and conditions are amended to be identical to the terms and conditions contained in this Agreement.

Availability Period means the Acquisition Availability Period or the Term Availability Period, as the case may be.

Belgian Obligor means an Obligor that is incorporated or established in Belgium.

Belgian Security means security that is secured for the benefit of the Finance Parties in accordance with this Agreement and which is subject to the laws of Belgium.

Borrower means the Acquisition Borrowers, the Term Borrowers or any person that accedes to this Agreement and becomes a Borrower after the date of this Agreement.

Borrower’s Tax Jurisdiction means the jurisdiction in which the Borrower is subject to unlimited tax liability in regard to its world-wide income.

Break Costs means the amount (if any) which a Lender is entitled to receive under Clause 33.3 (Indemnities and Break Costs).

Buildings means logistics warehouses and other ancillary related property.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and New York, and which is also a TARGET Day.

Carve-out Indemnifier means:

(a)		until the Logistics Fund Accession Date, AMB Property, L.P.;
(b)		with effect from the Logistics Fund Accession Date, the Logistics Fund,

in either such case, in its capacity as provider of the carve-out liability indemnity set out in Clause 20.2 (Recourse — Term Facility and Carve-out Indemnity).

Clean-Up Date means the date which falls three months after the date of completion of any Acquisition and the accession to this Agreement of any Additional Obligor pursuant to Clause 36 (Changes to Parties).

Closing Date means the first Utilisation Date of each Loan.

Commitment means each Lender’s obligation to provide funds to the Borrowers in accordance with this Agreement, to the extent not cancelled, transferred or reduced under this Agreement.

Condition Precedent means a condition precedent to this Agreement and which is set out in Schedule 2 (Conditions Precedent).

Confirmation Letter means a completed form of the official English translation (amtliche Übersetzung) of the “Bescheinigung im Sinne der Rn. 5 des BMF-Schreibens vom 22. Juli 2005 (BStBl. I 2005 S. 829)”) that is provided by the Security Agent solely to assist the Borrowers under the German Loans in demonstrating the absence of any back-to-back financing to the German tax authorities.

Converted Loan means a loan advanced in accordance with the Term Facility that has been created by means of Conversion.

Conversion means a conversion from an Acquisition Loan to a Converted Loan in accordance with Clause 8 (Conversion).

Conversion Date means the date that a Conversion takes place and which shall be any Interest Payment Date of an Acquisition Loan or any other date agreed from time to time by the Facility Agent and the AMB Agent.

Conversion Offer means an offer from the Facility Agent to the AMB Agent, in writing, for a Conversion substantially in the form of Part A of Schedule 3 (Form of Conversion Offer).

Counterparty means a counterparty to a Hedging Agreement.

Credit Support means a form of credit support to the Facility Agent’s satisfaction (acting reasonably) that may include a letter of credit, bond or a bank guarantee.

Cross-Guarantee means a cross-guarantee according to which all PropCos whose law of incorporation is France shall undertake to guarantee each PropCo’s obligations (except for its own) with respect to the Finance Documents, such guarantee being limited to the Property owned by each PropCo.

Deed of Subordination means the agreement substantially in the form of Schedule 15 (Form of Deed of Subordination) entered into or to be entered into by, inter alia, certain of the Obligors, Original Lenders, Facility Agent and Security Agent and certain other members of the Group to subordinate any and all Intra-Group Loans made directly to:

(a)		Acquisition Borrowers; and
(b)		Term Borrowers (including without limitation a ShareCo as a Term Borrower where the purchase of Shares by that ShareCo in a PropCo has been financed by a Term Loan advanced to that ShareCo as a Term Borrower under this Agreement).

Default means:

(a)		an Event of Default; or
(b)		an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.

Disposal Proceeds Account means the account with ING Bank NV, Utrecht in the name of the AMB Agent in which a Borrower or the AMB Agent (on behalf of a Borrower or Borrowers) deposits proceeds in accordance with Clause 26.5(c)(ii)(B) or Clause 33.3(d).

Dutch Borrower means a Borrower that is incorporated or established in The Netherlands.

Dutch Civil Code means the Civil Code (Burgerlijk Wetboek) of The Netherlands.

Dutch Exemption Regulation means the Dutch exemption regulation dated 26 June 2002 (Vrijstellingsregeling Wtk 1992) (as amended from time to time) of the minister of finance of The Netherlands as promulgated in connection with the WTK.

Dutch Obligor means an Obligor which is incorporated or established in The Netherlands.

Dutch Security means security that is secured for the benefit of the Finance Parties in accordance with this Agreement and which is subject to the laws of The Netherlands.

Enforcement Event means the occurrence of an Event of Default that has resulted in the Facility Agent serving notice in accordance with Clause 28.21 (Notice of Event of Default) and, because of which, the Security Agent may enforce its rights to any security in accordance with any Security Document or this Agreement.

England and Wales Obligor means an Obligor which is incorporated or established in England and Wales.

England and Wales Security means security that is secured for the benefit of the Finance Parties in accordance with this Agreement and which is subject to the laws of the England and Wales.

Environmental Law has the meaning set out in Clause 27.4 (Environmental matters).

Establishment means any place of operations where a member of the Group carries on non-transitory economic activity with human means and goods.

EURIBOR means for an Interest Period of any Loan or overdue amount:

(a)		the applicable Screen Rate; or
(b)		if no Screen Rate is available for that Interest Period, the arithmetic mean (rounded upward to four decimal places) of the rates as supplied to the Facility Agent at its request quoted by the Reference Institutions to leading banks in the European interbank market,

as of 11.00 a.m. (Central European time) on the Rate Fixing Day for the offering of deposits in euro for a period comparable to that Interest Period.

euro or € means the single currency of the Participating Member States.

Event of Default means:

(a)		an occurrence of an event specified in Clauses 28.2 (Non-Payment), 28.5 (Cross-Default), 28.6 (Insolvency), 28.7 (Insolvency Proceedings), 28.8 (Enforcement of Security Interest) 28.9 (Creditors’ Process) 28.10 (Cessation of business) and 28.11 (Enforceability and repudiation), subject to any grace periods, specified therein expiring and any determination of materiality specified therein having been made;
(b)		a Trigger Event not repaid or prepaid in accordance with Clause 11.3(a) (Mandatory Prepayment following the occurrence of certain Trigger Events); or
(c)		a Trigger Event which has a Fund Material Adverse Effect.

Facilities means the Acquisition Facility and the Term Facility made available under this Agreement.

Facility Agent means ING Real Estate Finance NV.

Facility Office means the office(s) notified by a Lender to the Facility Agent:

(a)		on or before the date it becomes a Lender; or
(b)		by not less than five Business Days’ notice,

as the office(s) through which it will perform its obligations under this Agreement.

Fee Letter means any letter entered into by reference to this Agreement between the Facility Agent and the AMB Agent setting out the amount of certain fees referred to in this Agreement.

Final Maturity Date means:

(a)

in the case of the Acquisition Facility, the Acquisition Final Maturity Date; or

(b)

in the case of the Term Facility, the Term Final Maturity Date.

Finance Document means:

(a)		this Agreement;
(b)		a Security Document;
(c)		a Fee Letter;
(d)		the Deed of Subordination;
(e)		a Transfer Certificate;
(f)		a Short Form Agreement;
(g)		the Acquisition Loan Guarantee;
(h)		a Hedging Arrangement;
(i)		an Obligor Certificate;
(j)		a Signature Certificate;
(k)		an AMB Existing Loan Agreement;
(l)		an Amending AMB Existing Loan Agreement; or
(m)		any other document designated, from time to time, as such by the Facility Agent and the AMB Agent.

Finance Party means a Lender or, where an Agent is acting on behalf of a Lender, that Agent.

Financial Indebtedness has the meaning set out in Schedule 7 (Financial Covenants).

Foreclosure Value means, in relation to each relevant Property, the value on foreclosure of that Property as determined by the provider(s) of the most recent Valuation in relation to it or, if the AMB Agent and the Facility Agent agree otherwise, by such other valuer(s) or surveyor(s) as they may agree. In the event that the provider(s) of the most recent Valuation(s) of the relevant Property is/are not able to provide such a foreclosure valuation and the AMB Agent and the Facility Agent are not able to agree on alternative valuer(s) or surveyor(s), the foreclosure value of each relevant Property shall be determined by a valuer or surveyor selected by Knight Frank.

FRAPORT Consent has the meaning set out in Clause 20.2(b)(iv) (Recourse – Term Facility and Carve Out Indemnity).

French Obligor means an Obligor that is incorporated or established in France.

French Security means security that is secured for the benefit of the Finance Parties in accordance with this Agreement and which is subject to the laws of the France.

Fund Material Adverse Effect means the consequences of any event or circumstances affecting the activities of any Fund Obligor, as the context requires, their assets or their financial position (taken as a whole) which:

(a)		render it (or, in the case of AMB Property, L.P. and the Original AMB Party, them taken as a whole) unable to repay or pay any amount payable by it under this Agreement when due (taking into account the benefit of any equity or other financial support that the Facility Agent reasonably believes will be provided to it by other members of the Logistics Fund Group or the Parent Group); or
(b)		affects the validity or materially reduces the effectiveness of any instrument, agreement or other document executed by it or any third party creating security and/or guarantees in favour of the Lenders to secure the repayment and/or payment of any amount that may be due under this Agreement.

Fund Obligor means:

(a)		until the Logistics Fund Accession Date, AMB Property, L.P. and the Original AMB Party; and
(b)		with effect from the Logistics Fund Accession Date, the Logistics Fund.

Fund Party means:

(a)		until the Logistics Fund Accession Date, the Original AMB Party; and
(b)		with effect from the Logistics Fund Accession Date, the Logistics Fund.

German Guarantor has the meaning given to it in Clause 29.12(c)(ii) (Germany).

German Loan means a Loan in which the Borrower of the Loan has its statutory seat or seat of management in Germany.

German Permitted Encumbrances means use, rights, rights of way and other rights granted to third parties which are registered in Division II of the public land register in Germany at the time of the acquisition of the relevant Property by the Borrower and which have no material impact on the value of the relevant Property and the value and effectiveness of the Security Interest granted or to be granted with respect to the relevant Property, in both cases as determined by the Facility Agent in its reasonable discretion, or which are permitted by the Facility Agent.

German Security means security that is secured for the benefit of the Finance Parties in accordance with this Agreement and which is subject to the laws of Germany.

Global Assignment Agreement means any agreement entered into between a Borrower (and/or any other relevant member of the Group) and the Security Agent in agreed form creating a Security Interest over a Borrower’s (and/or any other relevant member of the Group) rights under and in connection with (or, where local law requirements dictate, those possible of):

(a)

where a Property has been acquired by the relevant member of the Group by a purchase of shares in the relevant PropCo (and not by purchase of that Property by way of an asset acquisition), the Acquisition Documents (to the extent permissible thereunder without the need to obtain any consent or waiver from the seller or any related party thereunder);

(b)		all Lease Documents;
(c)		any undisclosed right of pledge or equitable assignment, as applicable, over receivables or rents arising under a Lease Document; and
(d)		(where the law of an applicable jurisdiction makes it necessary or desirable in addition to the other provisions relating to loss payee protection set out in this Agreement) the insurances required to be entered into under this Agreement.

GmbH means a German company with limited liability (Gesellschaft mit beschränkter Haftung).

Group means:

(a)		until the Logistics Fund Accession Date, Parent Group; and
(b)		with effect from the Logistics Fund Accession Date, the Logistics Fund Group.

Group Structure Chart means the corporate group structure chart delivered to the Facility Agent on or before the first Utilisation Date and any subsequent corporate group structure chart delivered to the Facility Agent, upon request, from time to time, and which reflects the corporate relationship of the Obligors.

Hedging Arrangements means any interest rate hedging arrangement entered into by the Fund Party and/or any Borrower in connection with the interest payable under this Agreement.

Hedging Assignment means a first ranking assignment by way of security over all Hedging Arrangements granted or to be granted in favour of the Security Agent by a Borrower.

Heritable Building Right means a right, in rem, to own a building on a plot of land according to the German Heritable Right Ordinance (Verordnung über das Erbbaurecht) and is held as freehold (Alleineigentum) or that satisfies all the following conditions:

(a)		a remaining term of at least 30 years at the time of acquisition by a Borrower;
(b)		ground rent is less than 10 per cent. of the gross rental income in respect of the asset; and
(c)		all owner and other third party consents in relation to the grant or enforcement of the Land Charge over that asset have been granted in form and substance satisfactory to the Security Agent.

Holding Company of any other person means a company in respect of which that other person is a Subsidiary.

Increased Cost means:

(a)		an additional or increased cost;
(b)		a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital; or
(c)		a reduction of an amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.

Increased Gebäude Loan Amount has the meaning given to it in Clause 20.2(b)(iv).

Initial Valuation means a Valuation of the Original Properties.

Insurances has the meaning given to it in Clause 27.3(a).

Interest Payment Date means either:

(a)		in the case of an Acquisition Loan, the last day of the relevant Interest Period; or
(b)		in the case of a Term Loan, 30 April, 31 July, 31 October and 31 January,

if, however, any such day is not a Business Day, the Interest Payment Date will instead be the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Interest Period means each period determined under this Agreement (including Clause 12.4 (Interest on overdue amounts) and Clause 13 (Interest Periods)) by reference to which interest on a Loan or an overdue amount is calculated.

Initial Closing Date means the date on which the first Loan (or more than one Loan on that same date) is utilised under this Agreement.

Intra-Group Loans means loans made by a member of the Group to another member of the Group.

Italian Loan means a Loan for which a short form agreement is signed by the relevant parties in accordance with Clause 16.3 (Italy).

Italian Security means security that is secured for the benefit of the Finance Parties in accordance with this Agreement and which is subject to the laws of the Italy.

Joint Venture means any joint venture with a third party that is not an Affiliate, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

Land Charge means a first ranking land charge in relation to a Property and, where applicable, immediately enforceable, in form and substance satisfactory to the Security Agent which is newly created (or, if applicable, transferred) in favour of the Security Agent (or its equivalent under the laws of any applicable jurisdiction) on or about the Closing Date of the Term Loan advanced in respect of that Property.

Land Registry means, in respect of a Property, the applicable land registry.

Lease Document means:

(a)		an Agreement for Lease;
(b)		an Occupational Lease;
(c)		any other document or agreement relating to the use or occupancy of a Property; or

(d)

any other document designated as such by the Facility Agent and the AMB Agent (or the relevant Borrower).

Legal Reservations means:

(a)		the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;
(b)		the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for, or indemnify, a person against certain statutory liabilities may be void and defences of set-off and counterclaim;
(c)		similar principles, rights and defences as outlined in paragraphs (a) and (b) of this definition under the laws of any jurisdiction of incorporation or establishment of an Obligor, any jurisdiction where any asset subject to (or intended to be subject to) Security Interests created by it under the Security Documents is situated, any jurisdiction where it conducts its business and any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it; and
(d)		any other matters set out as qualifications or reservations in the required legal opinions as listed in Schedule 2 (Conditions Precedent).

Lender means:

(a) an Original Lender; or

(b) any person which becomes a Lender after the date of this Agreement.

Limited Pledge Guarantee means a guarantee which is limited in recourse solely to the assets available on realisation of a pledge given by ShareCo over the Shares it holds in the relevant PropCo.

Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that borrowing.

Loan to Value means, at any time:

(a)		where being tested in relation to an individual Loan, the amount of that Loan as a percentage of the value of the Property or Properties financed (or to be financed) by that Loan (determined in accordance with the Valuation); or
(b)		where being tested in relation to the Logistics Fund Group (taken as a whole) after the Logistics Fund Accession Date, means Fund Loan to Value as defined in Schedule 7 (Financial Covenants).

Logistics Fund means the pan-European logistics fund to be created and managed by any of AMB Property. L.P, AMB Property Europe B.V. or another member of the Parent Group.

Logistics Fund Accession Date means the date on which the Logistics Fund accedes to this Agreement and AMB Property, L.P. and the Original AMB Party are released from their obligations under the Finance Documents as set out in Clauses 4.2(b) (Further conditions precedent) and 20 (Recourse).

Logistics Fund Group means the Logistics Fund and its Subsidiaries from time to time.

Long Term Interest Bearing Deposits means any long term interest bearing deposits within the meaning of marginal notes (Textziffern) 20 and 37 of the decree of the German Federal Ministry of Finance, dated 25 July 2004 (BStBl. I 2004, P. 593) in conjunction with the administrative guidelines of the German Trade Tax Code (Gewerbesteuerrichtlinien) granted as security by a person other than the relevant German Obligor as collateral for the credit enhancement of such German Obligor and only if such German Obligor is closely related to the provider of the security within the meaning of § 1 (2) CFC-law (Außensteuergesetz).

Majority Lenders means, at any time, Lenders:

(a)		whose share in the outstanding Loans and whose undrawn Commitments then aggregate 662/3 per cent. or more of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders;
(b)		if there is no Loan then outstanding, whose undrawn Commitments then aggregate 662/3 per cent. or more of the Total Commitments; or
(c)		if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 662/3 per cent. or more of the Total Commitments immediately before the reduction.

Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 5 (Calculation of the Mandatory Cost).

Margin means the Acquisition Margin or the Term Margin, as the context may require.

Material Adverse Effect means the consequences of any event or circumstances which is both a Fund Material Adverse Effect and an Obligor Material Adverse Effect.

Missing Property Confirmation has the meaning given to it in Clause 20.2(b)(iii) (Recourse — Term Facility and Carve-out Indemnity).

Net Disposal Proceeds means the gross proceeds of any disposal permitted in accordance with this Agreement plus the proceeds of any Top-Up Contribution in relation to such disposal less an amount evidenced by the relevant Borrower (or, as the case may be, PropCo) or the AMB Agent, in any such case, to the reasonable satisfaction of the Facility Agent prior to the disposal as being that Borrower’s, that PropCo’s or that AMB Agent’s good faith estimate of the costs and expenses associated with that disposal (including repayments of principal) in each case supported by evidence in form and substance satisfactory to the Facility Agent (acting reasonably).

New Borrower means a Borrower that is not a party to the Term Facility or the Acquisition Facility (as the case may be) as of the date of this Agreement but who subsequently becomes a party pursuant to Clause 36 (Changes to Parties).

New Building means a Building that is secured by a Security Document in accordance with Clause 30 (Substitution) and that is substituted for another Building.

New Lender has the meaning given to it in Clause 36.2 (Assignments and transfers by Lenders).

New Property means a Property that is secured by a Security Document in accordance with Clause 30 (Substitution) and that is substituted for another Property.

New Term Loan means each Loan made under the Term Facility that is not a Converted Loan including, but not limited to, those Loans used to refinance one or more of the AMB Existing Loans.

Obligor means a Borrower, the Acquisition Loan Guarantor, the Carve-out Indemnifier, a PropCo and a ShareCo.

Obligor Certificate means a certificate by an Obligor or Obligors that satisfies paragraph 4 of Part B of Schedule 2 (Conditions Precedent – Upon signing this Agreement), paragraph 4 of Part C of Schedule 2 (Conditions Precedent – Acquisition Loan), paragraph 13 of Part C of Schedule 2 (Conditions Precedent – Acquisition Loan), paragraph 4 of Part D of Schedule 2 (Conditions Precedent –Term Loans), paragraph 13 of Part D of Schedule 2 (Conditions Precedent –Term Loans) and/or paragraph 4 of Part F of Schedule 2 (Conditions Precedent – Additional Obligor).

Obligor Material Adverse Effect means the consequences of any event or circumstances affecting the activities of any Obligor (excluding any Fund Obligor), their assets or their financial position (taken as a whole) which:

(a)		render it unable to repay or pay any amount payable by it under this Agreement when due (taking into account the benefit of any equity or other financial support that the Facility Agent reasonably believes will be provided to the relevant Obligor by other members of the Group); or
(b)		affects the validity or materially reduces the effectiveness of any instrument, agreement or other document executed by it or any third party creating security and/or guarantees in favour of the Lenders to secure the repayment and/or payment of any amount that may be due by that Obligor under this Agreement.

Occupational Lease means any lease or licence or other right of occupation or right to receive rent to which a Property may at any time be subject.

Original AMB Party means AMB European Investments LLC.

Original Acquisition Borrowers means the entities listed in Part A of Schedule 1 (Original Parties and Properties).

Original Borrower means each Original Acquisition Borrower and each Original Term Borrower at the date that this Agreement is signed.

Original Lenders means the financial institutions listed in Part E of Schedule 1 (Original Parties and Properties).

Original Obligors means the Acquisition Loan Guarantor, the Carve-out Indemnifier, the Original Borrowers, the Original PropCos and the Original ShareCos.

Original Property means each property listed in Part G of Schedule 1 (Original Parties and Properties) which is financed by a Loan made on the Initial Closing Date including all Heritable Building Rights, Buildings, fixtures (including trade fixtures) and fixed plant and machinery and other structures now or in the future on it and all easements, access-rights, rights of way, wayleaves, servitudes and rights attaching to it and in each case each and every part of it.

Original PropCo means each of the entities of AMB Property, L.P. as listed in Part C of Schedule 1 (Original Parties and Properties).

Original ShareCo means each of the entities of AMB Property, L.P. as listed in Part D of Schedule 1 (Original Parties and Properties).

Original Term Borrowers means each of the entities of AMB Property, L.P. as listed in Part B of Schedule 1 (Original Parties and Properties).

Parallel Obligations has the meaning given to it in Clause 21 (Parallel Debt).

Parent means AMB Property, L.P., a limited liability partnership established in the State of Delaware in the United States of America.

Parent Group means AMB Property, L.P. and its Subsidiaries from time to time.

Participating Member State means a member state of the European Communities that adopts or has adopted the euro as its lawful currency under the legislation of the European Community for Economic Monetary Union.

Party means a party to this Agreement.

Permitted Disclosure means a disclosure to which the Facility Agent, in its absolute discretion, consents before an Additional Obligor accedes to this Agreement and which following any such consent will qualify any of the representations and warranties and covenants set out in this Agreement.

Permitted Encumbrance means an encumbrance on a Property or over Shares or other assets of any Obligor secured pursuant to a Security Document, as applicable, which is permitted pursuant to Clause 26.4(d)(i) to 26.4(d)(xii) (inclusive).

Permitted Payment means a payment made by a Borrower provided that:

(a)		no Event of Default is outstanding when the payment is made or would result from the payment other than in respect of any payment to cure an Event of Default; and
(b)		the payment is made in compliance with all applicable laws and corporate/regulatory requirements.

Planning/Zoning Laws means all applicable laws and regulations governing or controlling the use or development of land and property, including building permissions.

Policy Guidelines means the 2005 Dutch Central Bank’s policy guidelines (issued in relation to the Exemption Regulation) dated 29 December 2004 (Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk 1992) as amended from time to time.

Principal Obligations has the meaning given to it in Clause 21 (Parallel Debt).

Professional Market Party means a professional market party as defined in the Dutch Exemption Regulation.

Property means an Original Property and/or an Additional Property, as the context may require.

PropCo means an Obligor that directly owns one or more Properties each of which has been financed by a Loan and includes an Original PropCo and any Additional PropCo.

PropCo Guarantee means a guarantee given by a PropCo in accordance with Clause 29.7(b)(ii) (ShareCo as a Term Borrower) with this Agreement and in the form of Schedule 13 (PropCo Guarantee)

Proposed Counterparty has the meaning given to it by Clause 12.3(b)(i) (Hedging).

Qualifying Lender means a Lender:

(a)		who is a Treaty Lender; or
(b)		who is incorporated, or, if different, treated as resident for tax purposes in the same jurisdiction as the Borrower who is borrowing the Loan which it is lending and as a result is able to benefit from full withholding tax exemption as at the date it became a Lender under this Agreement, provided that, if the Borrower is resident for tax purposes in Spain, the Lender is a financial entity (entidad de crédito o establecimiento financiero de crédito) registered in the special registries of the Bank of Spain;
(c)		who carries on a business in the Borrower’s Tax Jurisdiction who is borrowing the Loan which it is lending or, if different, the jurisdiction (or jurisdictions) in which that Borrower is treated as resident for tax purposes, through a permanent establishment, a fixed base or a permanent representative with which the payment is effectively connected for tax purposes and as a result is able to benefit from a full withholding tax exemption as at the date it became a Lender under this Agreement, provided that, if the Borrower is resident for tax purposes in Spain, the Lender is a financial entity (entidad de crédito o establecimiento financiero de crédito) registered in the special registries of the Bank of Spain; or
(d)		who is otherwise able to benefit from full withholding tax exemption under the terms of the domestic law of the jurisdiction in which the Borrower to which it is lending is resident for tax purposes.

Rate Fixing Day means, in respect of an Interest Period, the second TARGET Day before the first day of that Interest Period or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the relevant interbank market.

Reference Institutions means any of the EURIBOR panel banks as disclosed officially by the European Banking Federation.

Reliance Letter means a letter from a third party upon which the Facility Agent (on behalf of the Lenders) may rely, as authorised by that third party.

Reply means a reply to a Request for an Acquisition Loan or a New Term Loan substantially in the form of Schedule 16 (Reply to a Request).

Request means a request for an Acquisition Loan or a New Term Loan substantially in the form of Schedule 4 (Form of Request).

S&P means Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc. or any successor to its rating business.

Screen Rate means the percentage rate per annum determined by the Banking Federation of the European Union, for the relevant currency and Interest Period displayed on the appropriate page of the telerate screen selected by the Facility Agent. If the relevant page is replaced or the service ceases to be available, the Facility Agent (after consultation with the Borrowers and the Lenders) may specify another page or service displaying the appropriate rate.

Secured Obligation means any and all obligations secured by any Obligor pursuant to the Security Documents.

Security Administration Principles means the terms and conditions contained in Schedule 10 (Security Administration Principles) that each party that executes a Security Document agrees to in addition to those terms and conditions contained in such Security Document.

Security Agent means those entities listed as such in Part F of Schedule 1 (Original Parties and Properties).

Security Document means:

(a)		each Land Charge and the respective deed;
(b)		each ShareCo Guarantee;
(c)		each PropCo Guarantee;
(d)		each Global Assignment Agreement;
(e)		each Hedging Assignment;
(f)		each Share Security; and
(g)		any other document evidencing or creating security over any asset to secure any obligation of any Borrower to a Finance Party under the Finance Documents and which is designated as such, from time to time, by the Security Agent and the AMB Agent (or the relevant Borrowers).

Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect.

Security Principles means the terms and conditions contained in Schedule 9 (Security Principles) that each party that executes a Security Document agrees to in addition to those terms and conditions contained in the Security Document.

ShareCo means an Obligor that owns shares in a PropCo but does not own any Property itself and includes each Original ShareCo and any Additional ShareCo.

ShareCo Guarantee means a guarantee given by a ShareCo in accordance with this Agreement.

Shares means shares acquired by a ShareCo in a PropCo in connection with the acquisition of Property and/or Buildings and which is to be financed or refinanced by the Facilities.

Share Security means a security document creating a Security Interest over the shares in a PropCo, in each case, in favour of the Security Agent.

Short Form Agreement means the forms scheduled to this agreement at Schedule 11 (France — Short Form Agreement: Form of mortgage deed (by PropCo as Guarantor)), Schedule 12 (France — Short Form Agreement: Form of mortgage deed (by an Additional Acquisition or Additional Term Borrower)), a short form agreement signed in relation to an Italian Loan and a short form agreement signed in relation to a Spanish Loan.

Signature Certificate means a certificate by an Obligor or Obligors that satisfies paragraph 2 of Part B of Schedule 2 (Conditions Precedent – Upon signing this Agreement), paragraph 2 of Part C of Schedule 2 (Conditions Precedent – Acquisition Loan), paragraph 2 of Part D of Schedule 2 (Conditions Precedent –Term Loans) and/or paragraph 2 of Part F of Schedule 2 (Conditions Precedent – Additional Obligor).

Sirius Portfolio means the Properties listed as numbered items 1 to 15 Part G of Schedule 1 (Original Parties and Properties).

Spanish Loan means a Loan for which a short form agreement is signed by the relevant parties in accordance with Clause 16.4 (Spain).

Spanish Security means security that is secured for the benefit of the Finance Parties in accordance with this Agreement and which is subject to the laws of the Spain.

Subsidiary means, with respect to a specified person, any other person directly or indirectly controlled by or under direct or indirect control of such person. For purpose of this definition, control when used with respect to any specified person means the power to direct or cause the direction of the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

Substitution Date means the date that a substitution of a Property takes place in accordance with Clause 30 (Substitution).

TARGET Day means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).

Tax Credit means a credit against, relief for, remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for, or on account of, Tax from a payment under a Finance Document.

Tax Payment means a payment, or increased payment, made by an Obligor to a Finance Party in any way relating to a Tax Deduction, or under any indemnity, given by that Obligor in respect of Tax under any Finance Document.

TEG Letter means the letter in substantially the same form as Schedule 13 (Form of TEG Letter) and in accordance with Clause 16.2(b).

Term Availability Period means the period from the date of this Agreement until 30 April 2014 or such other later date as may be agreed between the parties in accordance with Clause 35 (Amendments and Waivers).

Term Borrower means any Original Term Borrower and any Additional Term Borrower.

Term Facility means the term loan facility made available under this Agreement.

Term Facility First Closing Date means the date on which the Term Facility is first utilised.

Term Final Maturity Date means 30 April 2014 or such other later date as agreed between the parties in accordance with Clause 35 (Amendments and Waivers).

Term Loan means a New Term Loan or a Converted Loan.

Term Margin means 0.65 per cent. per annum on each New Term Loan and each Converted Loan or as otherwise adjusted in accordance with Clause 7 (Term Facility) and Clause 35.3 (Change to the Term Margin).

Top-Up Contribution means a contribution (made directly or indirectly) by the Parent or the Logistics Fund into a Borrower or a PropCo whether by way of a subscription for equity in such Borrower or the advance of a shareholder loan pursuant to an Intra-Group Loan.

Total Commitments means the aggregate maximum principal amount of €228,000,000 for both the Acquisition Facility and the Term Facility.

Transaction Document means:

(a)		any Finance Document;
(b)		any Lease Document;
(c)		any Acquisition Document; or
(d)		any other document designated as such, from time to time, by the Facility Agent and the AMB Agent.

Transfer Certificate means a certificate, substantially in the form of Part A (Form of Transfer Certificate for Transfers by Assignment) or Part B (Form of Transfer Certificate — Transfers by Novation) of Schedule 6 (Forms of Transfer Documents) or any other form agreed between the Facility Agent and the AMB Agent.

Treaty Lender means in respect of a Lender which has advanced a Loan to a Borrower under this Agreement, a Lender, which, on an Interest Payment Date:

(a)		is treated as a resident (as defined in the relevant double taxation agreement) of the Borrower’s Tax Jurisdiction, or, if different, is treated as a resident (as defined in the relevant double taxation agreement) in a jurisdiction (or jurisdictions) with which the Borrower’s Tax Jurisdiction has a double taxation agreement giving residents of that jurisdiction full exemption from taxation imposed by the applicable country of incorporation or residence of the relevant Borrower’s Tax Jurisdiction on interest;
(b)		is not denied the relevant exemption by virtue of a limitation on benefits article or an anticonduit article in the relevant double taxation agreement; and

(c)

does not carry on a business in the relevant Borrower’s Tax Jurisdiction through a permanent establishment, a fixed base or a permanent representative with which that Lender’s participation in the Loan is effectively connected.

Treaty State means the E.U. State of a Lender in accordance with Clause 5.5(a)(i) or 5.5(a)(ii) that has a double taxation agreement with the E.U State to which the relevant Borrower is subject for taxation purposes and, thereby, making the Loan of such Lender and Borrower exempt from taxation on interest.

Trigger Event means, in respect of an Obligor (as the case may be), the occurrence of one or more events in Clause 28 (Trigger Events and Default).

Utilisation Date means each date on which a Facility is utilised.

Valuation means in relation to a Property, a valuation (or, as the case may be, the latest valuation) of that Property by the Valuer prepared on a basis acceptable to the Facility Agent (acting reasonably) on a gross value basis less:

(a)		in the case of Properties other than those to which paragraph (b) is applicable, an amount in respect of transfer tax or equivalent tax (or, if applicable under the laws of the relevant jurisdiction, an amount in respect of net VAT costs if VAT is payable in respect of such acquisition rather than transfer tax) (paid or payable) in respect of the acquisition of that Property (but not any amount in respect of any notarisation, registration, enforcement or analogous fees and taxes); or
(b)		in the case of any Properties (other than those Properties which form part of the Sirius Portfolio) which have been or are to be purchased by way of share purchase, an amount of transfer tax or equivalent tax (paid or payable) on the transfer of the relevant shares (but not any amount in respect of any notarisation, registration, enforcement or analogous fees and taxes).

Valuer means the valuer or surveyor selected by the AMB Agent (or relevant Borrower) with the consent of the Facility Agent (such consent not to be unreasonably withheld or delayed).

VAT means value added tax, or any other tax of a similar nature.

WTK means the Netherlands Credit System Supervision Act 1992 (Wet toezicht kredietwezen 1992), as amended from time to time.

1.2 Construction

(a)

In this Agreement, unless the contrary intention appears, a reference to:

	(i)		a document in the agreed form means, in relation to a document, that it is in a form initialled by or on behalf of the AMB Agent and the Facility Agent on or before the signing of this Agreement for the purposes of identification;
	(ii)		an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
	(iii)		assets includes present and future properties, revenues and rights of every description;

	(iv)		an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
	(v)		disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary (other than as a result of entering into a Lease Document), and dispose will be construed accordingly;
	(vi)		a financing shall be taken to include a refinancing and the terms financed and finance shall be construed accordingly;
	(vii)		indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
	(viii)		know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;
	(ix)		a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;
	(x)		a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
	(xi)		a currency is a reference to the lawful currency for the time being of the relevant country;
	(xii)		a Default, a Trigger Event or an Enforcement Event being outstanding means that it has not been remedied or waived;
	(xiii)		a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
	(xiv)		a Clause, a Clause or a Schedule is a reference to a Clause or Clause of, or a schedule to, this Agreement;
	(xv)		a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
	(xvi)		a Finance Document or other document includes (without prejudice to any prohibition on amendments) all amendments however fundamental to that Finance Document or other document, including any amendment providing for any increase in the amount of a facility or any additional facility; and
	(xvii)		a time of day is a reference to Central European Time.

(b)

Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

	(i)		if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the immediately preceding Business Day (if there is not);
	(ii)		if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and
	(iii)		notwithstanding Clause 1.2(b)(i), a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

(c)		Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any term of any Finance Document, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of any Finance Document.
(d)		Unless the contrary intention appears:

	(i)		a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;
	(ii)		a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and
	(iii)		any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be outstanding under the Finance Documents.

(e)

The headings in this Agreement do not affect its interpretation.

1.3 Corporate benefit restrictions

(a)		All of the Obligors’ obligations under the Finance Documents shall be limited by any applicable corporate benefit restrictions or financial assistance restrictions of the applicable jurisdiction, and notwithstanding any provision to the contrary in this Agreement, any limitation or restriction set out in the Security Documents shall, in case of inconsistency, prevail over the provisions of this Agreement.
(b)		The Obligors’ or the AMB Agent shall take all steps that are necessary within commercially reasonable limitations to comply with any corporate benefit or financial assistance laws or regulations of the applicable jurisdiction in order to fulfil their respective obligations pursuant to this Agreement.

1.4 Dutch terms

In this Agreement, where it relates to any Dutch Borrower, a reference to a closed circle Lender means a Lender that forms part of a closed circle (besloten kring) with the Dutch Borrowers at the relevant time within the meaning of the Dutch Exemption Regulation and the Policy Guidelines.

2. FACILITY

2.1 Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers the Facilities in an aggregate amount equal to the Total Commitments provided that:

(a)		the aggregate amount of the Acquisition Facility outstanding at any time shall not exceed €100,000,000 (euros one hundred million);
(b)		as at the Utilisation Date of any Acquisition Loan to be advanced on such date:

	(i)		the Loan to Value of the Property to be financed by that Acquisition Loan is not greater than 75 per cent; and
	(ii)		the Acquisition Loan Interest Cover Ratio shall comply with paragraph 3.2 of Schedule 7 (Financial Covenants);

(c)		as at the Utilisation Date of any Converted Loan to be advanced on such date, the Loan to Value of the Property to be financed by that Converted Loan is not greater than 70 per cent; and
(d)		as at Utilisation Date of any New Term Loan to be advanced on such date, the Loan to Value of the Property to be financed by that New Term Loan is not greater than 70 per cent,

and subject always to the provisions of Clause 9 (Calculation of the Aggregate Amount of the Facilities).

2.2 Nature of rights and obligations

Unless all the Finance Parties agree otherwise:

(a)		the obligations of the Lenders are joint;
(b)		the obligations of multiple Borrowers of one Loan in accordance with Clause 6 (Acquisition Facility) or Clause 7 (Term Facility) are joint and several;
(c)		except as provided in Clause 2.2(a), failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;
(d)		except as provided in Clause 2.2(a), no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
(e)		except as provided in Clause 2.2(a), the rights of a Finance Party under the Finance Documents are separate and independent rights;

(f)		a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents;
(g)		a debt arising under the Finance Documents to a Finance Party is a separate and independent debt;
(h)		a Term Loan can only be advanced to a Term Borrower.
(i)		an Acquisition Loan can only be advanced to an Acquisition Borrower.

2.3 Appointment of agent for the Obligors

(a)

Each Obligor (other than the AMB Agent) by its execution of this Agreement irrevocably appoints the AMB Agent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

	(i)		the AMB Agent on its behalf to supply all information concerning itself contemplated by this Agreement and in respect of its Property to the Finance Parties and to give all notices and instructions and to make such agreements capable of being made by any Obligor hereunder notwithstanding that it may affect such Obligor, without further reference to or the consent of such Obligor; and
	(ii)		each Finance Party to give any notice, demand or other communication to any Obligor pursuant to the Finance Documents to the AMB Agent on behalf of all of the Obligors, and in each case such Obligor shall be bound thereby as though such Obligor itself had given such notices and instructions or executed or made such agreements or received any such notice, demand or other communication.

(b)

Every act, omission, undertaking, settlement, waiver, notice or other communication given or made by the AMB Agent, on behalf of the Obligors, under this Agreement or in connection with the Loans (whether or not known to any other Obligor) shall be binding for all purposes on all other Obligors as if the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications of the AMB Agent and the other Obligor, those of the former shall prevail.

3. PURPOSE

3.1 Loans

(a)		Each Loan shall be applied by the relevant Borrower(s) to directly or indirectly finance or refinance the acquisition of Property and/or Shares and to pay any related fees, costs and expenses or otherwise for general corporate purposes including, but not limited to, the repayment of any AMB Existing Loans and payment of any development costs.
(b)		The Borrowers undertake to apply the Loans exclusively towards the financing of this purpose.
(c)		The Loans are borrowed by the Borrowers for commercial purposes.

3.2 No obligation to monitor

No Finance Party is bound to monitor or verify the utilisation of the Facilities.

4. CONDITIONS PRECEDENT

4.1 Conditions precedent documents

(a)		The first utilisation of the Facilities may not be made until the Facility Agent has notified the AMB Agent and the Lenders that it has received and/or waived all of the documents and evidence set out in Part B of Schedule 2 (Conditions Precedent – Upon signing this Agreement) in form and substance satisfactory to the Facility Agent.
(b)		The Facility Agent shall give the notification referred to in Clause 4.1(a) to the AMB Agent and the Lenders promptly upon being so satisfied.

4.2 Further conditions precedent

(a)

The obligations of each Lender to participate in any Loan are subject to the further conditions precedent that:

(i)

on both the date of the Request and the Utilisation Date for that Loan and, in the case of a Converted Loan, on the Conversation Date:

	(A)		the representations and warranties to be given by each relevant Obligor pursuant to Clause 24.18 are correct in all material respects subject to any Permitted Disclosure;
	(B)		no Event of Default is outstanding in relation to any Loan and no Event of Default would result from making that Loan; and
	(C)		in respect of any Request for an Acquisition Loan or New Term Loan, no Trigger Event is outstanding,

			provided always that the Parties agree that an outstanding Trigger Event shall not preclude the occurrence of any Conversion upon the terms of this Agreement;
	(ii)		in the case of an Acquisition Loan, the Facility Agent has notified the relevant Acquisition Borrower and the relevant Lenders that it has received and/or waived all of the documents and evidence set out in Part C of Schedule 2 (Conditions Precedent – Acquisition Loan) no later than the Utilisation Date of such Acquisition Loan, in form and substance satisfactory to the Facility Agent; and
	(iii)		in the case of a Term Loan, the Facility Agent has notified the relevant Term Borrower and the relevant Lenders that it has received and/or waived all of the documents and evidence set out in Part D of Schedule 2 (Conditions Precedent –Term Loans) no later than the Utilisation Date of such New Term Loan, in form and substance satisfactory to the Facility Agent.

(b)

The obligations of each Lender to consent to a transfer of the rights and obligations of the Original AMB Party to the Logistics Fund are subject to the further conditions precedent that the Facility Agent has notified the AMB Agent and the Facility Agent that it has received and/or waived all of the documents and evidence set out in Part E of Schedule 2 (Conditions Precedent – Logistics Fund).

(c)

The obligations of each Lender to consent to a transfer of rights and obligations to a New Obligor or an existing Obligor in a different capacity is subject to the further conditions precedent that the Facility Agent has notified the AMB Agent that it has received and/or waived all of the documents and evidence set out in Part F of Schedule 2 (Conditions Precedent – Additional Obligor).

4.3 Conditions subsequent

(a)		The AMB Agent undertakes to deliver to the Facility Agent all of the documents and other evidence listed in Part G of Schedule 2 (Conditions subsequent) in form and substance satisfactory to the Facility Agent (acting reasonably unless otherwise specified) by 14 May 2008.
(b)		Non-compliance with Clause 4.3(a) shall amount to a Trigger Event except to the extent that the Facility Agent waives the need for compliance with any requirement set out in Part G of Schedule 2 (Conditions Subsequent).

5. UTILISATION

5.1 Giving of Requests

(a)		A Borrower may borrow an Acquisition Loan or a New Term Loan by delivering to the Facility Agent a duly completed Request in accordance with the provision of this Agreement.
(b)		Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request shall be 5 Business Days prior to the proposed Utilisation Date except in the case of any Requests for New Term Loans to be made on the Initial Closing Date in connection with the refinancing of the Sirius Portfolio, which shall be received by no later than 10 am (Central European Time) 2 Business Days prior to the Initial Closing Date.
(c)		Each Request is irrevocable.

5.2 Completion of Requests

(a)

A Request will not be regarded as having been duly completed unless:

	(i)		it identifies the Borrower;
	(ii)		the Utilisation Date is a Business Day falling within the relevant Availability Period;
	(iii)		it identifies whether the Loan is to be an Acquisition Loan or a New Term Loan;
	(iv)		the purpose of the Loan is specified;
	(v)		there is provided with the Request such additional information in relation to any Property or Building (including, without limitation, as to the Acquisition Documents, Lease Documents, rent roll and cash flow projections) as the Facility Agent may reasonably require;
	(vi)		in the case of an Acquisition Loan, it identifies the proposed Acquisition Loan Final Repayment Date;

	(vii)		the amount of the Loan requested is a minimum amount of €1,000,000 and in multiples of €10,000;
	(viii)		the payment instructions are specified; and
	(ix)		in the case of multiple Borrowers of an Acquisition Loan in accordance with Clause 6 (Acquisition Facility) or a Term Loan in accordance with Clause 7 (Term Facility), the proportion of the Acquisition Loan per Acquisition Borrower or Term Loan per Term Borrower is specified.

(b)		In relation to any Loan, an Obligor may seek to make a Permitted Disclosure in relation to a representation and warranty contained in Clause 24 (Representations and warranties) or a covenant set out in Clause 26 (General Covenants) or in Clause 27 (Property Covenants) to the Facility Agent in the relevant Request. Any such request for a Permitted Disclosure shall not be deemed to be a waiver or consent to the matters set out therein unless and until the Facility Agent has delivered a written consent to such Permitted Disclosure to the relevant Obligor on or prior to the relevant Utilisation Date of that Loan.
(c)		Only one Loan may be requested in a Request unless otherwise agreed with the Facility Agent.
(d)		If the Facility Agent does not consider that any Request has been duly completed to its reasonable satisfaction, it shall promptly notify the relevant Borrower(s) and the AMB Agent.

5.3 Reply to a Request

Following the giving of a Request, the Facility Agent shall deliver to AMB Agent a Reply substantially in the form of Schedule 16 (Reply to a Request).

5.4 Conversion Offer

(a)		The Lenders participating in an Acquisition Loan shall consider in their absolute discretion whether to make a Conversion Offer in relation to that Acquisition Loan. If they decide to make such a Conversion Offer, the Facility Agent shall, upon the instructions and on behalf of those Lenders, offer a Conversion of that Acquisition Loan to the AMB Agent (or to such other Borrower as may be nominated by the AMB Agent and acceptable to the Facility Agent) by sending to the AMB Agent a Conversion Offer in substantially the form set out in Part A of Schedule 3 (Form of Conversion Offer).
(b)		The AMB Agent will be notified of a Conversion Offer (if a Conversion Offer is offered) within 60 Business Days of the Utilisation Date of the relevant Acquisition Loan. A Conversion Offer will stipulate the proposed Conversion Date which shall (unless the AMB Agent and the Facility Agent agree otherwise) be the next Interest Payment Date falling after the date of the Conversion Offer (or where this latter date is less than 15 Business Days after the date of Conversion Offer) and, as an alternative, the next following Interest Payment Date.
(c)		If the terms of a Conversion Offer are acceptable to the AMB Agent (acting on behalf of the relevant Borrower(s)), the AMB Agent will give to the Facility Agent its acceptance on behalf of the relevant Borrower(s) by sending an acceptance to that Conversion Offer in substantially the form set in Part B of Schedule 3 (Form of acceptance of Conversion Offer) within 15 Business Days of receipt of the Conversion Offer.

(d)

If the terms of a Conversion Offer are not accepted by the AMB Agent (acting on behalf of the relevant Borrower(s)):

	(i)		a Conversion will not take place; and
	(ii)		the Acquisition Loan Final Repayment Date of the Acquisition Loan to which the Conversion Offer relates will, subject to Clause 5.4(f), be extended by an additional 180 days as from the date the Conversion Offer is made (or to the extent that the resulting Acquisition Loan Final Repayment Date is not a Business Day, the Acquisition Loan Final Repayment Date shall be the immediately preceding Business Day).

(e)

If a Conversion Offer is not made by the Facility Agent on behalf of the Lenders in relation to any Acquisition Loan, the Acquisition Loan Final Repayment Date of that Acquisition Loan will, subject to Clause 5.3(f), be extended by an additional 180 days as from the earlier of:

	(i)		the date on which the Facility Agent notifies the AMB Agent that no Conversion Offer is to be made; or
	(ii)		the date falling 60 days after the Utilisation Date of that Acquisition Loan,

		(to the extent that the resulting Acquisition Loan Final Repayment Date is not a Business Day, the Acquisition Loan Final Repayment Date shall be the immediately preceding Business Day).
(f)		If the Acquisition Loan Repayment Date will be extended beyond the Acquisition Final Maturity Date by more than 180 days as a result of the operation of Clauses 5.4(d) or 5.4(e), then the relevant Lender(s) will seek internal credit approval for such extension prior to it taking effect (and shall use reasonable efforts to obtain such approval). If such credit approval is not forthcoming, the Acquisition Loan Final Repayment Date shall be the:

	(i)		the date as originally specified in the relevant Request for such Loan; or
	(ii)		such later date for which the Lenders otherwise obtain credit approval.

(g)		A Lender is not obliged to make a Conversion Offer.
(h)		The AMB Agent is not obliged to accept a Conversion Offer.
(i)		Each Conversion Offer is irrevocable.

5.5 Advance of Loan

(a)

Where possible, with a view to minimising any withholding tax on any Loan, each Loan will be lent by a Lender who:

	(i)		is resident in the same country as the Borrower of the Loan;
	(ii)		carries on a business in the same country as the Borrower of the Loan through a permanent establishment with which the payment is effectively connected;
	(iii)		is ING Real Estate Finance NV; or

(iv)

is ING Bank NV.

(b)

The Facility Agent shall promptly notify the relevant Lender of the details of the requested Loan and the amount of the Loan.

(c)

If the conditions set out in this Agreement have been met (including, but not limited to Clause 6.1 (Property for an Acquisition Loan) and Clause 7.1 (Property for a New Term Loan), the relevant Lender shall make the Acquisition Loan and/or New Term Loan available to the Facility Agent for the relevant Borrower through its Facility Office on the relevant Utilisation Date.

(d)

Any amounts drawn shall be made available by transfer to the account(s) of the relevant Borrower as specified in the Request or as otherwise agreed between the relevant Lender and Borrower.

6. ACQUISITION FACILITY

6.1 Property for an Acquisition Loan

(a)

Each Acquisition Loan shall be subject to the further condition precedent upon receipt of any Request that the Facility Agent is satisfied, acting reasonably, as to the location, type of construction, tenant quality and lease expiration of the relevant Property to be financed or refinanced by the proposed Acquisition Loan.

(b)

If the Facility Agent is not so satisfied in accordance with Clause 6.1(a), the relevant Lenders shall not be under any obligation to advance an Acquisition Loan to the relevant Acquisition Borrower.

6.2 Request for multiple Acquisition Borrowers

The AMB Agent (acting on the instruction of the relevant Acquisition Borrowers) shall have the right to request that an Acquisition Loan be borrowed by more than one Acquisition Borrower in accordance with this Clause 6 (Acquisition Facility).

6.3 Consent to multiple Acquisition Borrowers

The Facility Agent shall only be obliged to consent to multiple Borrowers for an Acquisition Loan in accordance with Clause 6.2 if the AMB Agent has obtained the Facility Agent’s written consent prior to the date of any Request for the relevant Acquisition Loan. Such consent may not be unreasonably withheld or delayed by the Facility Agent and shall be subject to the condition that any Acquisition Loan advanced to multiple Acquisition Borrowers shall, when advanced, constitute a joint and several liability of each such Acquisition Borrower for the whole Acquisition Loan.

6.4 Failure to consent

If a Request is made by the AMB Agent for multiple Acquisition Borrowers in accordance with Clause 6.2 and the Facility Agent’s written consent has not been obtained prior to the date of such Request in accordance with Clause 6.3, the relevant Request shall be without effect and the Facility Agent shall be under no obligation to make the relevant Acquisition Loan.

7. TERM FACILITY

7.1 Property for a New Term Loan

(a)

Each New Term Loan shall be subject to the further condition precedent upon receipt of any Request that the Facility Agent is satisfied, acting reasonably, as to the location, type of construction, tenant quality and lease expiration of the relevant Property to be financed or refinanced by the proposed New Term Loan.

(b)

If the Facility Agent is not so satisfied in accordance with Clause 7.1(a), the relevant Lenders shall not be under any obligation to advance a New Term Loan to the relevant Term Borrower.

7.2 Review of terms

The terms and conditions of this Agreement pertaining to the Term Facility will be reviewed annually during the period commencing 20 Business Days before each anniversary of the date of this Agreement. Following this review and, with effect from no earlier than that anniversary date, and as agreed between the Facility Agent and the AMB Agent, the terms and conditions of this Agreement pertaining to the rate of the Term Facility may be amended in accordance with Clause 35 (Amendments and Waivers) including, but not limited to, the Term Margin applicable to Term Loans utilised after the date of the amendment. Such amendment shall not amend the Term Margin applicable to Term Loans utilised before such date nor shall it invalidate or waive any obligations of the Borrowers, unless otherwise expressly agreed and stated in the relevant amendment.

7.3 Advancement of Term Loans

Each Party acknowledges that each Term Loan shall be advanced by way of Conversion except for New Term Loans, which shall be a Term Loan from the date of its first utilisation under the Facilities created by this Agreement, subject to the fulfilment of the conditions precedents in accordance with Clause 4.2(a)(iii) (Conditions Precedent).

7.4 Request for multiple Term Borrowers

The AMB Agent (acting on the instruction of the Borrowers) shall have the right to request that a Term Loan be borrowed by more than one Term Borrower in accordance with this Clause 7 (Term Facility).

7.5 Consent to multiple Term Borrowers

The Facility Agent shall only be obliged to consent to multiple Term Borrowers for a Term Loan in accordance with Clause 7.4 if the AMB Agent has obtained the Facility Agent’s written consent prior to the date of any Request for the relevant Term Loan. Such consent may not be unreasonably withheld or delayed by the Facility Agent and shall be subject to the condition that any Term Loan advanced to multiple Term Borrowers shall, when advanced, constitute a joint and several liability of each such Term Borrower for the whole Term Loan.

7.6 Failure to consent

If a Request is made by the AMB Agent for multiple Term Borrowers in accordance with Clause 7.4 and the Facility Agent’s written consent has not been obtained prior to the date of such Request in

accordance with Clause 7.5, the relevant Request shall be invalid and the Facility Agent shall be under no obligation to make the Term Loan.

8. CONVERSION

8.1 Converted Loans

(a)

If a Conversion Offer is offered and accepted in accordance with Clause 5.3 (Conversion Offer) and a Conversion takes place, as of the Conversion Date:

	(i)		a Loan that was formerly an Acquisition Loan shall be deemed by the Parties to have had the principal amount outstanding repaid as of the Conversion Date; and
	(ii)		the offer and acceptance of a Conversion Offer shall be deemed by the Parties as an offer and acceptance to enter into a new Loan in the form of a Converted Loan for the amount of the principal amount outstanding under the Acquisition Loan (from which the Converted Loan is being Converted from) and shall be subject to the terms of this Agreement and deemed to have been advanced as a Converted Loan For the avoidance of doubt, the Borrowers and Lenders of a Converted Loan need not be the same Borrowers and Lenders of the Acquisition Loan (from which the Converted Loan is being Converted from);
	(iii)		the Borrower of the Acquisition Loan or the Borrower of the Converted Loan shall make a payment to the Lender on the Conversion Date:

	(A)		such that the Converted Loan’s Loan to Value percentage as of the Conversion Date complies with Clause 2.1(c) (Facility); and
	(B)		all amounts of interest accrued but unpaid and any other sums (other than in respect of principal) which fall due on the relevant Conversion Date in accordance with the terms of the relevant Acquisition Loan unless the relevant Conversion Date is not an Interest Payment Date in respect of the Term Loans, in which event any accrued but unpaid interest shall not fall due for payment on such Conversion Date but shall continue to accrue at the rate applicable for the Converted Loan and shall be due and payable on the first Interest Payment Date for such Converted Loan;

	(iv)		on the relevant Conversion Date subject to Clause 8.1(a)(v), no Break Costs or any prepayment fee in accordance with Clause 11.4 (Voluntary Prepayment) shall be payable by the Borrowers;
	(v)		if the relevant Borrower(s) and Lender(s) elect for a Conversion Date to be a day other than an Interest Payment Date of the relevant Acquisition Loan that is to be converted, Break Costs shall be payable by the Borrower of the Acquisition Loan (or by the Borrower of the Converted Loan, as the case may be) in accordance with Clause 11.4 (Voluntary Prepayment). For the avoidance of doubt, Clause 18 (Mitigation) shall apply; and
	(vi)		the Borrower of the Converted Loan will grant security to the Lender of the Converted Loan, subject to and in accordance with, Clauses 29.7 (ShareCo as a Term Borrower) or 29.8 (PropCo as a Term Borrower) (as the case may be).

(b)

The first Interest Payment Date of the Converted Loan shall fall on the next Interest Payment Date following its Conversion to a Term Loan.

(c)

The term of a Converted Loan shall commence on (and include) its Conversion Date.

(d)

In respect of each Acquisition Loan for which a Conversion Offer is made, the Facility Agent (acting reasonably), prior to the date of the Conversion Offer for each Acquisition Loan, shall ascertain whether any additional term, document or formality not specifically contemplated in this Agreement is necessary to perfect the Conversion and Security Interests over the relevant Property and/or Shares, as applicable, as contemplated by this Agreement, of each Converted Loan. Such information pertaining to any additional term, document or formality shall be communicated to the relevant Borrower and the AMB Agent as soon as possible and shall be included in the Conversion Offer. The AMB Agent and the relevant Borrower(s) shall accept any such determination if it accepts the Conversion Offer (as such determination may be modified by agreement between the Facility Agent and the AMB Agent) and shall be responsible for the completion (or procuring the completion) of such document or formality. The Lenders shall use their reasonable endeavours to assist the AMB Agent and the relevant Borrower with their respective obligations under this Clause 8.1(d).

(e)

The AMB Agent shall, on demand, reimburse the Facility Agent for all reasonable costs incurred by the Lenders in connection with a Conversion. The Facility Agent will notify the AMB Agent, in writing, of such costs and provide evidence of the relevant amounts (in reasonable detail) with its demand.

9. CALCULATION OF THE AGGREGATE AMOUNT OF THE FACILITIES

(a)

The aggregate principal amount outstanding of all Loans, whether an Acquisition Loan, a New Term Loan or a Converted Loan and after deducting any repayments of any Loan, shall at any time be deemed to be the aggregate principal amount outstanding of the Facilities.

(b)

In calculating the aggregate principal amount outstanding of the Acquisition Facility:

	(i)		any repayments in respect of any Acquisition Loans shall reduce the aggregate principal amount outstanding of the Acquisition Facility and shall increase the funds available for a Request of a new Acquisition Loan and available for utilisation as a Term Loan; and
	(ii)		any Acquisition Loan that is Converted to a Converted Loan shall reduce the aggregate amount outstanding of the Acquisition Facility and shall increase the funds available for a Request of a new Acquisition Loan but shall not reduce the aggregate total amount outstanding of the Facilities.

(c)

To calculate the aggregate amount available under the Term Facility, the aggregate principal amount outstanding from time to time under the Acquisition Facility and the outstanding AMB Existing Loans shall be deducted from the Total Commitments. It is acknowledged that the intention of the AMB Agent is to procure that the loans advanced under the AMB Capronilaan Loan Agreement and the AMB Koolhovenlaan Loan Agreement will be refinanced by utilisations of New Term Loans, to be made shortly after the date of this Agreement, rather than be amended by Amending AMB Existing Loan Agreements.

10. REPAYMENT

(a)		An Acquisition Borrower shall, subject to Clause 10(b), repay an Acquisition Loan made to it in full on its relevant Acquisition Loan Repayment Date.
(b)		The Facility Agent (acting on behalf of the relevant Lenders) and the relevant Term Borrower shall agree the amortisation schedule in relation to a Term Loan before the Utilisation Date of that Term Loan which shall:

	(i)		be based on the principle that quarterly amortisation payments shall be made on each Interest Payment Date of that Term Loan (provided that no amortisation payment shall be required on the first such Interest Payment Date if it falls less than three months after the Utilisation Date of that Term Loan) so as to ensure that, after all such amortisation payments have been made, the balance on the Term Loan due to be repaid on the Term Final Maturity Date shall be 60 per cent. of the Valuation of the Property financed directly or indirectly by such Term Loan (with such Valuation being the original Valuation used for the purpose of determining compliance with, in the case of a Converted Loan, Clause 2.1(c) (Facility) or, in the case of a New Term Loan, Clause 2.1(d) (Facility)) it being agreed that each Term Loan made available to AMB Capronilaan BV, AMB Koolhovenlaan 1 BV, AMB Koolhovenlaan 2 BV, AMB Port of Rotterdam 2-10 BV, AMB BRU Air Cargo Center BVBA, Gebäude 556 Cargo City Süd BV & Co. KG, SCI AMB France One, SCI AMB France Two, SCI AMB France Three (including that part of the Term Loan resulting from the consolidation of the AMB France Loan Agreement) and SCI AMB France Four shall be amortised equally on each Interest Payment Date so that the yearly amortisation shall be at least equal to 2.07 per cent of the initial Term Loan amount;
	(ii)		may include a limited or complete grace period on the requirement to make any amortisation payments before the Term Final Maturity Date and such other modifications to the repayment profile, as the Facility Agent and the AMB Agent (on behalf of the relevant Term Borrower) may agree; and
	(iii)		each Term Borrower shall repay all remaining amounts outstanding on each New Term Loan or Converted Loan advanced to it on the Term Final Maturity Date.

(c)

No quarterly repayments of principal shall be required of a Term Borrower pursuant to Clause 10(b)(i) if the Loan to Value percentage of the relevant Loan is demonstrated by the AMB Agent (on behalf of the relevant Term Borrower) to be less than 60 per cent. (using for this purpose the Valuation of the Property used for the purpose of determining compliance with, in the case of a Converted Loan, Clause 2.1(c) (Facility) or, in the case of a New Term Loan, Clause 2.1(d) (Facility)).

(d)

Save as otherwise provided in this Clause 10 (Repayment), each New Term Loan and Converted Loan is repayable on the Term Final Maturity Date or as extended by the parties in accordance with Clause 35 (Amendments and Waivers).

11. PREPAYMENT AND CANCELLATION

11.1 Mandatory prepayment — Illegality

(a)

A Lender shall notify the relevant Borrowers and the AMB Agent promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations

		under a Finance Document or to fund or maintain its share in any Loan. Any such notice shall identify the affected Loans.
(b)		After notification under Clause 11.1(a):

	(i)		each affected Borrower shall repay or prepay the share of that Lender in each affected Loan made to it on the date specified in Clause 11.1(c); and
	(ii)		the Commitment of that Lender shall be cancelled.

(c)

The date for repayment or prepayment in accordance with Clause 11.1(b) will be the last day of the current Interest Period for that affected Loan falling at least 30 days after notification by the Lender under Clause 11.1(a) (or such longer period as agreed by the Facility Agent and that complies with the laws of the relevant jurisdiction) provided that the relevant Borrower and the AMB Agent shall use all reasonable endeavours to repay or prepay each affected Loan before such date if the relevant Lender so requests in the notification under Clause 11.1(a), which shall not be earlier than the last day of any applicable grace period allowed by law.

11.2 Prepayment — Tax and Increased Costs

(a)

If a Borrower is, or will be, required to pay to a Lender:

	(i)		a Tax Payment; or
	(ii)		an amount in respect of an Increased Cost,

		that Borrower may, while the requirement continues, give notice to the Facility Agent requesting prepayment and cancellation in respect of that Lender.
(b)		The date for repayment or prepayment in accordance with Clause 11.2(a) will be:

	(i)		the last day of the current Interest Period for that Loan; or
	(ii)		if that Borrower so elects and specifies in the notice to the Facility Agent, any day at least 3 Business Days after the date of such notice.

(c)

After notification under Clause 11.2(a):

	(i)		each Borrower shall repay or prepay the relevant Lender on an Interest Payment Date or as otherwise indicated in the notice (together with any Break Costs if the relevant payment is not made on an Interest Payment Date); and
	(ii)		the Commitment of that Lender will be immediately cancelled.

11.3 Mandatory Prepayment following the occurrence of certain Trigger Events

(a)

If a Trigger Event (other than pursuant to Clause 28.2(a) (Non-Payment), Clause 28.5 (Cross-default), Clause 28.6 (Insolvency), 28.7 (Insolvency Proceedings), Clause 28.8 (Enforcement of Security), Clause 28.9 (Creditors Process), Clause 28.10 (Cessation of Business) and Clause 28.11 (Enforceability and Repudiation)) in respect of, or otherwise relating to an Obligor occurs in relation to that Obligor and the Facility Agent delivers a notice under

		Clause 28.19 (Trigger Events and Mandatory Prepayment) to that Obligor specifying that a mandatory prepayment must be made, such Obligor shall prepay each Loan made to it to which such Trigger Event relates and which is specified in such notice, within 30 Business Days of the date of receipt by it of such notice from the Facility Agent.
(b)		For the avoidance of doubt, the Commitment of any Lender under the Facilities shall not be reduced or cancelled by any repayment or prepayment made pursuant to Clause 11.3(a).

11.4 Voluntary prepayment

(a)

Subject to Clause 11.4(c), a Borrower may, by giving not less than 5 Business Days’ prior notice to the Facility Agent, prepay any Acquisition Loan in whole or in part, at any time.

(b)

Subject to Clause 11.4(c), a Borrower may, by giving not less than 5 Business Days’ prior notice to the Facility Agent, prepay any Term Loan in whole or in part, at any time.

(c)

No prior notice shall be required of a prepayment:

	(i)		mandatorily required to be prepaid by the relevant Borrower under any provision of the Finance Documents (including, without limitation, Clause 8.1(a)(iii) (Converted Loans) or Clause 11.1 (Mandatory prepayment – Illegality);
	(ii)		made in the circumstances described in Clause 11.2 (Prepayments – Tax and Increased Costs) or Clause 11.4(f)(ii) (Voluntary prepayment) or any prepayment made to cure a breach of the financial covenants set out in Schedule 7 (Financial Covenants); or
	(iii)		made to prepay the whole or any part of the loan advanced under the AMB Gebäude Loan Agreement as such loan amount may be increased from time to time in the event that evidence of the FRAPORT Consent is not provided to the Facility Agent on terms satisfactory to it (acting reasonably) on or before 8 June 2007.

(d)

A prepayment of part of a Loan shall be in a minimum amount of €1,000,000 and in integral multiples of €10,000, except where a prepayment is for the remaining outstanding aggregate amount of the Loan or where it is being made in accordance with (or in the circumstances contemplated by) Clause 8.1(a)(iii) (Converted Loans), Clause 11.1 (Mandatory prepayment – Illegality), Clause 11.2 (Prepayment – Tax and Increased Costs), Clause 11.4(c)(iii) (Voluntary Prepayment), Clause 11.4(f)(ii) (Voluntary Prepayment) or to cure a breach of the financial covenants set out in Schedule 7 (Financial Covenants), in which case no such minimum amounts apply. Any prepayment in respect of the Loan advanced under the AMB Gebäude Loan Agreement shall be applied first to repayment of the Increased Gebäude Loan Amount and interest outstanding thereon.

(e)

Any prepayment made pursuant to Clause 11.4(b) shall be subject to the following prepayment fees, payable on the same date as the relevant amount to be prepaid:

Date of prepayment		Prepayment Fee
From the date of this Agreement to the first anniversary thereof.		1 per cent. of the aggregate principal amount to be prepaid
From the first anniversary of this Agreement to the second anniversary thereof.		0.5 per cent. of the aggregate principal amount to be prepaid
From the second anniversary of this Agreement to the third anniversary thereof.		0.5 per cent. of the aggregate principal amount to be prepaid
Any voluntary prepayment under Clause 11.4(b) made after the third anniversary of this Agreement.		0 per cent. of the aggregate principal amount to be prepaid

(f)

Notwithstanding Clause 11.4(d), no prepayment fee shall be payable in respect of:

	(i)		any prepayment or repayment made under any provision of this Agreement other than Clause 11.4(b). In particular, no prepayment fee shall be payable in respect of a prepayment required under Clause 8.1(a)(iii) (Converted Loans);
	(ii)		any repayment or prepayment of any Loan as a result of any requirement under the constitutional documents of the Logistics Fund at the Logistics Fund Accession Date that the loan to value ratio of the Logistics Fund and its assets may not exceed 60 per cent;
	(iii)		any repayment or prepayment made to cure a breach of the financial covenants as set out in Schedule 7 (Financial Covenants); or
	(iv)		any repayment or prepayment made in respect of the loan advanced under the AMB Gebäude Loan Agreement in the circumstances set out in Clause 11.4(c)(iii) (Voluntary Prepayment).

(g)

For the avoidance of doubt, no prepayment fees shall be payable in respect of any mandatory prepayment made under the Finance Documents (including, without limitation), under Clause 11.1 (Mandatory prepayment – Illegality), Clause 11.3 (Mandatory Prepayment following the occurrence of certain Trigger Events), and Clause 28.21 (Notice of an Event of Default).

(h)

Any prepayment made pursuant to Clauses 11.4(a) or 11.4(b) shall be subject to Clause 33.3 (Break Costs) and Clause 18 (Mitigation).

11.5 Automatic cancellation

(a)

The Commitment of each Lender under the Acquisition Facility will be automatically cancelled in full at the close of business on the last day of the Acquisition Availability Period.

11.6 Miscellaneous provisions

(a)

Any notice of prepayment and/or cancellation under this Agreement is irrevocable and shall specify the relevant date(s) and the affected Loans and Commitments. The Facility Agent shall notify the Lenders promptly of receipt of any such notice.

(b)

All prepayments under this Agreement shall be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment or cancellation under this Agreement except for any Break Costs, and any prepayment fee payable under Clause 11.4(d).

(c)

The Majority Lenders (or, in the case of a Loan advanced by a sole Lender, that Lender) may agree a shorter notice period for a voluntary prepayment.

(d)

No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

(e)

No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

(f)

No amount of a Loan prepaid under this Agreement may subsequently be re-borrowed provided that any such prepayment shall not thereby reduce the Total Commitments.

12. INTEREST

12.1 Calculation of interest

(a)

The rate of interest on an Acquisition Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

	(i)		the Acquisition Margin;
	(ii)		EURIBOR as calculated at or about 11.00 a.m. (Central European Time) on the Rate Fixing Day; and
	(iii)		Mandatory Costs (if any).

(b)

The rate of interest to be applied to each Term Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

	(i)		the Term Margin;
	(ii)		EURIBOR as calculated at or about 11.00 a.m. (Central European Time) on the Rate Fixing Day; and
	(iii)		Mandatory Costs (if any).

12.2 Payment of interest

Except where it is provided to the contrary in this Agreement, each Borrower shall pay accrued interest on each Loan made to it on each of the Interest Payment Dates applicable to that Loan.

12.3 Hedging

(a)

In relation to the Acquisition Facility, upon receipt of written notice from the Facility Agent which may be delivered at any time after the Logistics Fund Accession Date and after (and for so long as) 3 month EURIBOR is more than 100 basis points above the rate of 3 month EURIBOR as at the date of this Agreement (or, in the event that the Acquisition Final Maturity Date is extended, the rate of 3 month EURIBOR as at the date of the most recent extended Acquisition Final Maturity Date), the Fund Party or any other relevant Acquisition Borrower in relation to any Loan advanced to it, shall enter into, at its own cost, such Hedging Arrangements in relation to the Acquisition Facility as the Facility Agent may reasonably instruct within 30 days of receipt of such written notice (subject to these

		requirements not being any more onerous to the relevant Acquisition Borrowers than the equivalent hedging requirements applicable to Term Loans).
(b)		In relation to the Term Facility, from and including the Logistics Fund Accession Date (or, if earlier, 30 June 2007) the Fund Party shall, on receipt of written notice from the Facility Agent, maintain the following Hedging Arrangements (at their cost) in relation to the Term Facility (unless alternative arrangements are agreed between the Facility Agent and the AMB Agent):

	(i)		subject to Clause 12.3(b)(ii), the arrangements shall be provided by a counterparty (the Counterparty) acceptable to the Facility Agent (acting reasonably) which could be ING Bank Financial Markets or its affiliates;
	(ii)		if it is the intention of the Fund Party to have the arrangements provided by a Counterparty other than ING Bank Financial Markets or its Affiliates (the Proposed Counterparty), the Fund Party shall, prior to any binding commitment to the Proposed Counterparty, notify the Facility Agent of this intention in writing and shall give ING Bank Financial Markets the last opportunity to match the pricing, terms and conditions of the Proposed Counterparty in relation to the relevant Hedging Arrangement. If ING Bank Financial Markets or its Affiliates agree to match pricing, terms and conditions of the Proposed Counterparty, the Fund Party shall be obliged to appoint ING Bank Financial Markets or its Affiliates as the Counterparty to the relevant Hedging Arrangements;
	(iii)		if ING Bank Financial Markets or its Affiliates are not ultimately appointed as the Counterparty, the Fund Party shall ensure that the terms and conditions of such Hedging Arrangements entered into with the Counterparty are consistent with the terms and conditions of the Finance Documents including, but not limited to, this Clause 12.3 (Hedging) and that the relevant Counterparty enter into appropriate intercreditor arrangements (as a tripartite agreement with the relevant Finance Parties and relevant Obligors) with the Lenders as may be reasonably determined by the Facility Agent. The Finance Parties shall act reasonably in co-operating with the Obligors and the relevant Counterparty (including as to the terms of any intercreditor documentation) so that the Hedging Arrangements can be put in place with such Counterparty that is not ING Bank Financial Markets (or one of its Affiliates);
	(iv)		except as otherwise agreed between the Facility Agent and the Fund Party, the arrangements shall have a minimum term of five years or, if earlier, a term which expires on the Term Final Maturity Date;
	(v)		the arrangements shall be unsecured;
	(vi)		the Fund Party’s obligations under the Hedging Arrangements shall be guaranteed by each Term Borrower but each such guarantee shall be proportionate to the notional amount of the Hedging Arrangements attributable to the aggregate amount outstanding under the Loan of that Term Borrower and otherwise on terms to be agreed;
	(vii)		the arrangements shall have a minimum aggregate notional principal amount equal to 50 per cent. of the aggregate amount of the Term Loans; and

(viii)

the arrangements shall have settlement dates that coincide with the Interest Payment Dates.

(c)

As at the Logistics Fund Accession Date, each Hedging Agreement to which the Original AMB Party is a party shall be transferred to the Logistics Fund and on terms that provide for there to be no affected parties thereunder and no termination costs arising as a result of any such transfer.

(d)

The terms of any Hedging Arrangements entered into between the AMB Agent and the Proposed Counterparty shall be discussed in good faith between the AMB Agent and the Facility Agent and entered into on terms satisfactory to them (acting reasonably).

(e)

The liability of any Term Borrower or Acquisition Borrower (as the case may be) to any Counterparty under any Hedging Arrangement shall rank at least pari passu with all its other present and future unsecured payment obligations (except for obligations mandatorily preferred by law applying to companies generally), subject to and in accordance with Clause 26.3 (Pari passu ranking).

(f)

If, at any time, the notional principal amount of any Hedging Arrangement exceeds the aggregate amount of the Loans outstanding at that time, the relevant Obligors who have entered into the Hedging Arrangements shall, at the request of the Facility Agent (acting reasonably), reduce the notional principal amount of the Hedging Arrangements by an amount, and in a manner, satisfactory to the Facility Agent so that it no longer exceeds the amount of the Loans then outstanding provided that the costs of effecting any such reduction are not commercially unreasonable. Any costs incurred in so doing shall be for the account of the relevant Obligors.

(g)

Unless otherwise agreed by the Facility Agent, neither a Counterparty nor the Fund Party nor any Borrower may terminate or close out any Hedging Arrangement (in whole or in part) except:

	(i)		a partial termination in accordance with Clause 12.3(f);
	(ii)		if it becomes illegal for that party to continue to comply with its obligations under that Hedging Arrangement;
	(iii)		if the Loans and other amounts outstanding under the Finance Documents have been unconditionally and irrevocably paid and discharged in full;
	(iv)		in the case of termination or closing out by the Counterparty, if the Facility Agent serves notice under Clause 28.19 (Trigger Events and Mandatory Prepayment) or, having served notice under Clause 28.21 (Notice of an Event of Default), makes demand; or
	(v)		in the case of termination or closing out by the Fund Party and/or any Borrower, with the consent of the Facility Agent (acting reasonably).

(h)

A Hedging Arrangement relating to a Term Loan may be assigned or novated to a Term Borrower provided always that the Term Loan that it relates to is also held or assigned or novated to that Term Borrower and the assignment or novation, if required, is completed in accordance with Clause 36 (Changes to the Parties). Clause 30 (Substitution) shall apply.

(i)

Other than pursuant to this Clause 12.3 (Hedging), no member of the Group shall enter into, or be party to, any Hedging Arrangement in relation to the Term Loans.

12.4 Interest on overdue amounts

(a)

If an Obligor fails to pay any amount payable by it under the Finance Documents, it shall immediately on receipt of written demand from the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

(b)

Interest on an overdue amount is payable at a rate determined by the Facility Agent to be two per cent. per annum above the higher of:

(i)

the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably); and

(ii)

the rate which expresses (as a percentage rate per annum) the cost to the Lenders of funding the overdue amount from whatever source it may reasonably select plus the relevant Margin, plus the Mandatory Cost (if any).

(c)

Any interest accruing under this Clause 12.4 shall be immediately payable by the Obligor on demand by the Facility Agent.

(d)

Notwithstanding Clause 12.4(b), if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Interest Period, then:

(i)

the first Interest Period for that overdue amount will be the unexpired portion of that Interest Period; and

(ii)

the rate of interest on the overdue amount for that first Interest Period will be one per cent. per annum above the rate then payable on that Loan.

(e)

After the expiry of the first Interest Period for that overdue amount, the rate on the overdue amount will be calculated in accordance with Clause 12.4(b).

(f)

Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each Interest Period but will remain immediately due and payable.

(g)

Notwithstanding this Clause 12 (Interest), the amount of interest payable in respect of any Loans (including, without limitation, Italian Loans) shall be limited to the extent required under the laws of the applicable jurisdiction.

12.5 Notification of rates of interest

The Facility Agent shall promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

13. INTEREST PERIODS

13.1 Interest Periods

(a)

Each Interest Period for a Loan will start on its Utilisation Date or on the expiry of its preceding Interest Period and end on the next Interest Payment Date.

(b)

An Interest Period for a Loan shall not extend beyond the Acquisition Loan Repayment Date (in the case of an Acquisition Loan) and the Term Final Maturity Date (in the case of a Term Loan) except in accordance with Clauses 5.4(d), 5.4(e), 5.4(f) (Conversion Offer) and Clause 8.1(a)(iii) (Converted Loans) or as otherwise provided for in this Agreement.

(c)

Each Acquisition Loan shall have successive Interest Periods of one, two or three months as selected by the Borrower and specified in the related Request (or as otherwise agreed between the Facility Agent and the AMB Agent (or the relevant Borrower including, without limitation, so as to ensure that Interest Periods end not less than 5 Business Days after the end of each financial quarter)).

(d)

Each New Term Loan and each Converted Loan shall have an Interest Period of three months save as provided in Clause 8.1(a)(iii) (Converted Loans).

(e)

If the Utilisation Date of the Term Loan is not an Interest Payment Date, the first Interest Period of such Term Loan shall be a period of less than 3 months from the Utilisation Date to the next following Interest Payment Date.

14. MARKET DISRUPTION

14.1 Failure of a Reference Bank to supply a rate

If EURIBOR is to be calculated by reference to the Reference Institutions but a Reference Bank does not supply a rate by 2.00 p.m. (Central European Time) on a Rate Fixing Day, the applicable EURIBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference Institutions.

14.2 Market disruption

(a)

In this Clause, each of the following events is a market disruption event:

(i)

if less than two Reference Institutions supply a rate by 2.00 p.m. (Central European Time) on the Rate Fixing Day; or

(ii)

the Facility Agent receives by close of business on the Rate Fixing Day notification from the Majority Lenders (or the Lender in the case of a Loan advanced by a sole Lender) that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of EURIBOR for the relevant Interest Period.

(b)

The Facility Agent shall promptly notify the relevant Borrowers and the relevant Lenders of a market disruption event.

(c)

After notification under Clause 14.2(b), the rate of interest on each Lender’s share in the relevant Loan for the relevant Interest Period will be aggregate of the applicable:

(i)

Acquisition Margin or, as the case may be, Term Margin;

(ii)

the rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its share in the Loan from whatever source it may reasonably select; and

(iii)

any Mandatory Costs, if any, applicable to that Lender’s participation in the Loan.

14.3 Alternative basis of interest or funding

(a)

If a market disruption event occurs and the Facility Agent or the AMB Agent so require, the AMB Agent and the Facility Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the Loan.

(b)

Any alternative basis agreed will be, with the prior consent of all the Lenders and the AMB Agent, binding on all the Parties.

15. TAXES

15.1 Tax gross-up

(a)

Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

(b) If:

(i)

a Lender is not, or ceases to be, a Qualifying Lender; or

(ii)

an Obligor or a Lender is aware that an Obligor shall be required to make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction),

		it shall promptly notify the Facility Agent. The Facility Agent shall then promptly notify the affected Parties.
(c)		Except as provided below, if a Tax Deduction is required by law to be made by an Obligor or the Facility Agent, the amount of the payment due from that Obligor will be increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d)		An Obligor is not required to make an increased payment under Clause 15.1(c) for a Tax Deduction in respect of a payment to a Lender that is not, or has ceased to be, a Qualifying Lender in excess of the amount that such Obligor would have had to pay had the Lender been, or not ceased to be, a Qualifying Lender.

(e)

Clause 15.1(d) will not apply if the Lender has ceased to be a Qualifying Lender by reason of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority.

(f)

An Obligor is not required to make an increased payment to a Lender under Clause 15.1(c) for a Tax Deduction in respect of tax imposed by relevant tax authorities if, and to the extent that, that Lender is a Treaty Lender and the Obligor is able to demonstrate that the Tax Deduction would not have been required, or would have been reduced, if the Lender had complied with its obligations under Clause 15.1(i).

(g)

If an Obligor is required to make a Tax Deduction, it shall make the minimum Tax Deduction allowed by law and shall make any payment required in connection with that Tax Deduction within the time allowed by law and in the amount required by law.

(h)

Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Obligor making that Tax Deduction or payment shall deliver to the Facility Agent for the relevant Finance Party evidence satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.

(i)

A Treaty Lender and each Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate by using their respective reasonable endeavours to complete any procedural formalities necessary for the Obligors to obtain authorisation to make that payment without a Tax Deduction.

(j)

Clause 15.1 (Tax gross-up) may be disapplied in respect of a Tax Payment by the operation of Clause 36.5 (Costs resulting from a change of Lender or Facility Office).

15.2 Tax indemnity

(a)

Except as provided below, each Obligor shall indemnify a Finance Party against any loss, liability or cost which that Finance Party determines that it has suffered or will suffer (directly or indirectly) by that Finance Party for or on account of Tax in relation to a payment received or receivable from that Obligor under a Finance Document.

(b)

Clause 15.2(a) does not apply to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

	(i)		that Finance Party is treated as subject to unlimited tax liability;
	(ii)		that Finance Party’s Facility Office or permanent establishment to which amounts received or receivable are attributable, is located or that Finance Party is otherwise subject to non-resident tax liability in respect of amounts received or receivable in that jurisdiction; or
	(iii)		under the laws of the jurisdiction in which the Finance Party, by virtue of a Security Interest granted to it, is subject to non-resident taxation,

if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party. However, any payment deemed to be received or receivable, including

		any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose.
(c)		Clause 15.2(a) does not apply to the extent a loss, liability or cost:

	(i)		is compensated for by an increased payment under Clause 15.1 (Tax gross-up); or
	(ii)		would have been compensated for by an increased payment under Clause 15.1 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 15.1(d) or Clause 15.1(f) applied.

(d)

Clause 15.2(a) may be disapplied in respect of a Tax Payment by the operation of Clause 36.5 (Costs resulting from a change of Lender or Facility Office).

(e)

A Finance Party making, or intending to make, a claim under Clause 15.2(a) shall promptly notify the Borrowers of the event which will give, or has given, rise to the claim.

15.3 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party reasonably establishes that:

(a)

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and

(b)

it has used and retained that Tax Credit,

the Finance Party shall pay an amount to that Obligor which that Finance Party reasonably establishes that such payment will leave it (after that payment) in the same after-tax position as it would have been if the Tax Payment had not been required to be made by the Obligor.

15.4 Miscellaneous taxes

(a)

Each Obligor shall pay and indemnify each Finance Party against any cost, loss or liability that a Finance Party incurs in relation to stamp duty, registration or other similar Tax payable in connection with the entry into, performance or enforcement of any Finance Document, except for:

	(i)		any such Tax payable in connection with the entry into a Transfer Certificate; and
	(ii)		to the extent that any such Tax is payable as a result of any securitisation or other similar transaction involving any part of the rights of any Lender under this Agreement.

15.5 Value added taxes

(a)

All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply.

(b)

If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the

		consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly claim the full amount of any credit or repayment to which it is entitled in respect of such VAT and pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.
(c)		Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of those costs or expenses but only to the extent that the Finance Party (acting reasonably) determines that it is not entitled to repayment from the relevant tax authority in respect of the VAT.

15.6 German thin capitalisation

(a)

As soon as practical but no later than 60 days after a request is received by the relevant Security Agent by either a Borrower or the German tax authorities, the Security Agent shall for the purpose of providing evidence to the German tax authorities of the absence of any detrimental recourse situation deliver to the AMB Agent a Confirmation Letter at the reasonable cost and expense of the respective Borrower. For purposes of enabling the Security Agent to issue the Confirmation Letter and before any issue of a Confirmation Letter by the Security Agent, the AMB Agent will provide the Security Agent with a draft proposal of a Confirmation Letter listing all guarantees and security interests and other restrictions.

(b)

The delivery of a Confirmation Letter shall not prejudice the rights of the Finance Parties under this Agreement or any other Finance Document. Any Confirmation Letter delivered under this Agreement:

	(i)		is given for the purpose of delivery to the competent tax authorities of the relevant Borrowers and to assist the Borrowers in the administration of their tax affairs and not for any other purpose (the risk of a detrimental recourse situation fully remains with the relevant Borrowers);
	(ii)		does not guarantee the achievement of a specific result or conclusion for German tax purposes;
	(iii)		is addressed to and is solely for the benefit of the Borrowers in relation to this Agreement; and
	(iv)		does not create third party rights of any kind.

(c)

No Finance Party is responsible or liable for the tax affairs or position of any Obligor or Additional Obligor or for achieving any particular tax treatment of any Obligor or Additional Obligor and no Obligor or Additional Obligor may make any claim against a Finance Party in respect of or in connection with the Confirmation Letters, irrespective of their accuracy.

(d)

The Obligors and Additional Obligors undertake to notify the Security Agent should they become aware that any of the Confirmation Letters is not or no longer true, correct, complete and not misleading.

(e)

The Obligors and Additional Obligors, on a joint and several basis, shall indemnify and hold harmless each Finance Party against claims of other Obligors and Additional Obligors, other Finance Parties and third parties, including without limitation the German tax authorities, in connection with any of the Confirmation Letters.

(f)

The Parties acknowledge that the term back-to-back financing as understood and applied by the German tax authorities in the context of the German thin capitalisation regime (Sec. 8a German Corporate Income Tax Act, CITA, Körperschaftsteuergesetz) is still unclear. To the extent the German tax authorities require a Borrower under the German Loans to provide, in addition to the Confirmation Letters, further evidence or information, the Security Agent shall consider in good faith to what extent it is reasonably practical for it, or for the Lenders, to support the relevant Borrower in this regard. For the avoidance of doubt, no Finance Party shall be under any obligation to release any of its Security Interests or issue further Confirmation Letters or certificates or otherwise provide information to the relevant Borrower or the German tax authorities, including without limitation in relation to the existence or non-existence of any Accounts maintained by any of the Obligors or any Additional Obligors with any Finance Party.

(g)

No error or omission in a Bank Certificate shall constitute a release of any Security Interest.

(h)

The Obligors and Additional Obligors shall indemnify and hold harmless the Finance Parties from any losses, damages, liabilities, costs and expenses (including legal fees) resulting from or in connection with any request for assistance or support under this Clause 15.6 (German thin capitalisation).

(i)

Each Confirmation Letter shall not constitute the provision by a Finance Party of any legal or tax advice to any other party in respect of the application of the German thin capitalisation regime (Sec. 8a CITA and any administrative guidance issued in respect thereof) or otherwise in respect of this Agreement.

(j)

The Obligors hereby irrevocably waive all confidentiality rights pertaining to the delivery of the Confirmation Letters and all parties agree to allow the Agents freely to communicate among themselves and the Lenders and mandate the Agents irrevocably in order to deliver such Confirmation Letter on behalf of the Lenders to the respective Obligor(s).

(k)

Neither the Security Agent nor any Lender shall be obliged to deliver any information pursuant to a request under this Clause 15.6 (German thin capitalisation) if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement or any governmental or regulatory authority (whether or not having the force of law).

(l)

The Obligors may disclose the existence and content of a Confirmation Letter to its professional advisers or its respective Affiliates, as required by applicable law or regulation and to any tax, regulatory or other governmental authority asserting jurisdiction over it.

(m)

Any Security provided with regard to the German Loans under the Finance Documents shall at all times exclude Accounts if, and to the extent, any such Account qualifies as a Long Term Interest Bearing Deposit.

(n)

Any negative pledge or negative disposal covenant provided for in the Finance Documents with regard to the German Loans shall restrict the Obligors’ or Additional Obligors’ rights to

transfer, assign, sell or withdraw any Accounts pledged as Long Term Interest Bearing Deposits.

15.7 No legal or tax advice provided by Finance Parties

No Finance Party is providing any legal and/or tax advice to any other Party with respect to this Agreement. It is the responsibility of each Obligor to consult its own legal and tax advisers.

16. ADDITIONAL DOCUMENTATION

16.1 Short Form Agreements

(a)		Each Obligor acknowledges and agrees for the benefit of the Finance Parties to be bound by each Short Form Agreement in respect of a Term Loan that it executes or that is executed on its behalf by the AMB Agent.
(b)		Each Short Form Agreement shall include any additional term or condition reasonably imposed by the Facility Agent, with the agreement of the AMB Agent, in relation to the relevant Term Loan limited to ensuring that the agreement between the relevant Obligor and Lender takes account, of any legal or practical difficulties or characteristics of the relevant jurisdiction which have arisen as a result of the type of Property and/or Shares that is or are to be acquired directly or indirectly by the Obligor. The Facility Agent shall notify the relevant Obligor of such an additional term or condition in the Conversion Offer in accordance with Clause 8.1(d) and shall discuss in good faith any amendments to such additional term or condition requested by the AMB Agent. If no agreement is reached between the Facility Agent and the AMB Agent the relevant Conversion Offer or New Term Loan Request shall be revoked.
(c)		In the case of any inconsistency between the terms and conditions of this Agreement and any additional term or condition imposed in accordance with Clause 16.1(b), the additional term or condition shall apply to the extent of the contradiction.
(d)		The Finance Parties shall not be liable for any inaccuracies or any costs incurred because of the inaccuracies of the Short Form Agreement Agreements as a result of any translations or otherwise.

16.2 France

(a)

Each Obligor whose law of incorporation is the law of France, shall execute by no later than the Utilisation Date of each Loan, the Short Form Agreement (or a document in substantially the same form) of this Agreement provided:

	(i)		at Schedule 11 (France — Short Form Agreement: Form of mortgage deed (by PropCo as Guarantor)) (or a document substantially in the form of Schedule 11; and/or
	(ii)		at Schedule 12 (France — Short Form Agreement: Form of mortgage deed (by an Additional Acquisition Borrower or Additional Term Borrower)) (or a document substantially in the form of Schedule 12,

if it is necessary to lodge with the relevant authorities a form of this Agreement in order to:

	(iii)		ensure the valid registration of any Security Document;
	(iv)		fulfil its obligations pursuant to this Agreement; or
	(v)		for any other reason as agreed between the AMB Agent and the Facility Agent.

(b)

For the purposes of Articles L.313 1 et seq. and R.313 1 and R.313 2 of the French Consumer Code applicable to lending to French Borrowers, the Parties acknowledge that by virtue of certain characteristics of the Facilities (and in particular the variable interest rate applicable to Loans) the taux effectif global cannot be calculated at the date of this Agreement. However, each French Borrower acknowledges having received from the Facility Agent a letter containing an indicative calculation of the taux effectif global, based on figured examples calculated on assumptions as to the taux de période and durée de période set out in such letter, substantially in the form of Schedule 13 (Form of TEG Letter). The Parties acknowledge that that letter forms part of this Agreement.

16.3 Italy

(a)

Each Obligor whose law of incorporation is the law of Italy, shall execute in Italy, by no later than the date of Utilisation of each Loan, a Short Form Agreement if it is necessary to lodge with the relevant authorities a form of this Agreement in order to:

	(i)		fulfil its obligations pursuant to this Agreement;
	(ii)		benefit from a favourable tax regime including, but not limited to, the Sostitutiva Regime; or
	(iii)		for any other reason as agreed between the AMB Agent and the Facility Agent.

(b)

The AMB Agent and the Facility Agent (as the case may be) shall ensure that each Short Form Agreement that is executed in accordance with this Clause 16.3 complies with the following, unless otherwise agreed between the AMB Agent and the Facility Agent:

(i)

the Lender of the Short Form Agreement is:

	(A)		a Qualifying Lender of Italy;
	(B)		a branch of a non-Italian bank that is authorised by a Qualifying Lender; or
	(C)		a Qualifying Lender of a Treaty State;

	(ii)		the Short Form Agreement is properly executed in Italy in accordance with the laws of Italy; and
	(iii)		the Short Form Agreement complies with all other applicable laws.

(c)

The AMB Agent shall ensure that any and all documents necessary to lodge with the relevant authorities in order to perfect any Italian Security shall be lodged including, but not limited to, a summary in Italian of the terms of any short form agreement subject to Italian law.

16.4 Spain

(a)

Each Obligor whose law of incorporation is the law of Spain, shall execute by no later than the date of Utilisation of each Loan, a Short Form Agreement in the form of:

	(i)		a mortgage deed by the PropCo as a guarantor;
	(ii)		a mortgage deed by an Additional Acquisition Borrower or Additional Term Borrower,

but, only if, it is necessary to lodge with the relevant authorities a form of this Agreement in order to:

	(iii)		fulfil its obligations pursuant to this Agreement;
	(iv)		ensure the valid registration of any Security Document; or
	(v)		for any other reason as agreed between the AMB Agent and the Facility Agent.

17. INCREASED COSTS

17.1 Increased Costs

Except as provided in Clause 17.2 (Exceptions), each Obligor shall pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of any change, after the date of this Agreement, to any law, regulation, provision or directive including, but not limited to:

(a)		the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; and
(b)		compliance with any law or regulation made after the date of this Agreement,

that entails an increase in the cost to the Lender of complying with its obligations under this Agreement.

17.2 Exceptions

No Obligor need make any payment for an Increased Cost to the extent that the Increased Cost is:

(a)		compensated for under another Clause or would have been but for an exception to that Clause;
(b)		attributable to a Finance Party or its Affiliate wilfully failing to comply with any law or regulation;
(c)		an amount in respect of Tax or a loss or liability in respect of Tax; or
(d)		attributable to the introduction, implementation or transformation of what is stipulated in the paper “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (Basel II) or any other law or regulation which

implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

17.3 Claims

(a)		A Finance Party intending to make a claim for an Increased Cost shall notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent will promptly notify the Borrowers.
(b)		Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount and providing calculations in reasonable detail of its Increased Cost.

18. MITIGATION

18.1 Mitigation

(a)

Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

	(i)		any Tax Payment or Increased Cost being payable to that Finance Party;
	(ii)		any Breakage Costs (including, without limitation, in relation a Term Loan and to the operation of Clause 5.3 (Conversion Offer) and Clause 8 (Conversion));
	(iii)		that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality,

including (but not required to) transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office.

(b)		Clause 18.1(a) does not in any way limit the obligations of any Obligor under the Finance Documents.
(c)		The relevant Obligors requesting that any such mitigation steps be taken shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this Clause.
(d)		A Finance Party is not obliged to take any step under this Clause if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

18.2 Conduct of business by a Finance Party

No term of this Agreement will:

(a)		interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;
(b)		oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or

(c)

oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

19. PAYMENTS

19.1 Place

Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Finance Documents shall be made to the Facility Agent to its account at such office or bank in the principal financial centre of a Participating Member State (as it may notify to that Party and for this purpose by not less than five Business Days’ prior notice).

19.2 Funds

Payments under the Finance Documents to the Facility Agent shall be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

19.3 Distribution

(a)

Each payment received by the Facility Agent under the Finance Documents for another Party shall, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of a Participating Member State (as it may notify to the Facility Agent and for this purpose by not less than five Business Days’ prior notice).

(b)

The Facility Agent may (with the consent of the relevant Obligor or otherwise in accordance with Clause 38 (Set Off) apply any amount received by it for an Obligor in or towards payment, on the date and in the currency and funds of receipt of any amount due from that Obligor under the Finance Documents.

(c)

Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. The Facility Agent shall establish actual receipt of payment as soon as is reasonably practicable and in the case of a payment owed to a Lender, (unless it is entitled to do otherwise) make the payment to the relevant Lender within two Business Days if receipt is established. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party shall immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

19.4 Currency

(a)

Unless a Finance Document specifies that payments under it is to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Clause.

(b)

Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.

(c)

Each other amount payable under the Finance Documents is payable in euro.

19.5 No set-off or counterclaim

All payments made by an Obligor under the Finance Documents shall be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.

19.6 Business Days

(a)		If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day in that calendar month (if there is not) or whatever day the Facility Agent determines is market practice.
(b)		During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

19.7 Partial payments

(a)

If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by the Obligors under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors under the Finance Documents in the following order:

	(i)		first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agents under the Finance Documents;
	(ii)		secondly, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement;
	(iii)		thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and
	(iv)		fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)		The Facility Agent shall, if so directed by all the Lenders participating in a particular Loan, vary the order set out in Clauses 19.7(a)(ii) to (iv).
(c)		This Clause will override any appropriation made by an Obligor.

19.8 Timing of payments

If a Finance Document does not provide for when a particular payment is due, that payment will be due within five Business Days of demand by the relevant Finance Party.

20. RECOURSE

20.1 Recourse — Acquisition Facility

(a)		Each Acquisition Loan shall be a full recourse obligation of the relevant Acquisition Borrower and shall have the benefit of the Acquisition Loan Guarantee.
(b)		On the Logistics Fund Accession Date, the Original AMB Party shall execute a Transfer Certificate to novate to the Logistics Fund all its rights and obligations under the Finance Documents (except under the Acquisition Loan Guarantee which will be replaced by Clause 22 (Acquisition Loan Guarantee and Indemnity)) in the form provided in Part B of Schedule 6 (Form of Transfer Certificate – Transfers by Novation).

20.2 Recourse — Term Facility and Carve-out Indemnity

(a)		Each Finance Party acknowledges and agrees that each Term Loan shall constitute a limited recourse obligation of the relevant Borrower. Save as provided in Clauses 20.2(b), recourse of the Finance Parties in such circumstances shall be limited only to the assets of the relevant Term Borrower and where the relevant Term Borrower is not a PropCo to the relevant PropCo subject to the relevant Security Interests pursuant to Clauses 29.7 (ShareCo as a Term Borrower) and/or 29.8 (PropCo as a Term Borrower) and any guarantees granted to the Finance Parties by the relevant Term Borrower’s Affiliates in accordance with the terms of this Agreement.
(b)		Notwithstanding Clause 20.2(a) but subject to Clause 20.6, the Carve-out Indemnifier acknowledges and agrees for the benefit of the Finance Parties (providing any Term Loan or acting as Facility Agent or Security Agent in respect thereof) that:

(i)

from the Term Facility First Closing Date and following the occurrence of any Enforcement Event in respect of any Term Loan, it shall indemnify and keep indemnified the Finance Parties on a full recourse after-tax full basis for:

	(A)		all amounts then due and payable in respect of any Term Loan;
	(B)		all enforcement costs (including any additional mortgage registration costs so as to ensure that all of the amounts outstanding under the relevant Term Loan are fully secured against the relevant Property acquired by that Term Loan) incurred by any Finance Party;
	(C)		any other costs and expenses (howsoever incurred) which are due and payable to any Finance Party pursuant to the Finance Documents which are incurred or have arisen in respect of any Term Loan; less
	(D)		all net proceeds of realisation received in respect of any Security Interests or guarantees granted by the relevant Term Borrower and which are received within 180 days following the occurrence of the relevant Enforcement Event,

provided that no liability or obligation on the Carve-out Indemnifier shall arise or be incurred under this Clause 20.2(b)(i) unless and to the extent that the relevant Term Borrower (including its officers, directors and employees) has committed an act of fraud, deliberate misconduct knowingly materially prejudicial to the Security Documents, any other Security Interests created under the Finance Documents, the

Security Principles or their enforcement and the enforcement rights of the Finance Parties thereunder or has otherwise misappropriated funds in bad faith contrary to the terms of the Finance Documents.

(ii)

from the date of this Agreement and with respect to any Term Loan secured in whole or in part over any Property situated in France and in the event that the Finance Parties are unable to recover fully the amounts due to them in relation to the Term Loans in circumstances where Clause 20.3(b) (France – Cross-collateralisation by a Cross-Guarantee) applies, it shall indemnify and keep indemnified the Finance Parties on a full-recourse after-tax basis in an amount up to:

	(A)		the Foreclosure Value of all Properties situated in France at that time financed by Term Loans that are outstanding; less
	(B)		all net proceeds of realisation received within 180 days following the occurrence of an Enforcement Event as specified in Clause 20.3(b) (France – Cross-collateralisation by a Cross-Guarantee) in respect of the Security Interests and/or guarantees granted in respect of any Term Loan pursuant to Clause 29.11 (France) and Clause 29.11(b)(v) in particular; and

(iii)

from the date of this Agreement and with respect to the Property listed in Part G of Schedule 1 (Original Parties and Properties), it shall indemnify and keep indemnified the Finance Parties on a full-recourse after-tax basis for and to the extent of any losses that are incurred by the Finance Parties in respect of that Property as a direct result of the absence of the certificate of conformity or insurance cover identified opposite the name of the relevant Property in Part G of Schedule 1 (Original Parties and Properties) (any such absent certificate of conformity or insurance or cover being the Missing Property Confirmation) in an amount up to:

	(A)		the Foreclosure Value of the relevant Property; less
	(B)		all net proceeds of realisation received within 180 days following the occurrence of the relevant Enforcement Event in respect of the Security Interests and/or guarantees granted in respect of any Term Loan advanced to finance such Property.

provided that if the AMB Agent or any relevant Obligor provides the Facility Agent with evidence (in a form satisfactory to the Facility Agent (acting reasonably)):

	(I)		of any certificate of conformity or insurance cover that is listed as a Missing Property Confirmation in relation to a Property in Part G of Schedule 1 (Original Parties and Properties); or
	(II)		that the relevant certificate of conformity or insurance cover would have expired if it had been originally obtained in accordance with good property management principles,

the indemnity set out in this Clause 20.2(b)(iii) shall, with effect from the date of which such evidence is provided, no longer cover any losses that arise in respect of that Property and the relevant certification or cover that was formerly listed as a Missing Property Confirmation and in respect of which such evidence has subsequently been provided.

(iv)

If:

	(A)		by 8 June 2007, the consent of FRAPORT (the FRAPORT Consent) has not been obtained (on terms satisfactory to the Facility Agent acting reasonably) to the assignment of the lease receivables under the lease agreement between Gebäude 556 Cargo City Süd B.V. & Co KG and Rhenus Air Handling GmbH and the increase of the amount of the mortgage registered in respect of the Heritable Building Right listed as item 2 in Part G of Schedule 1 (Original Parties and Properties) by the amount by which the loan outstanding under the AMB Gebäude Loan Agreement is increased upon the execution of the Amending AMB Existing Loan Agreement related thereto (the “Increased Gebäude Loan Amount”); or
	(B)		an Event of Default occurs prior to an increase of the amount of the mortgage registered in respect of the Property listed as item 2 in Part G of Schedule 1 (Original Parties and Properties) (or in respect of any related Heritable Building Right) by the Increased Gebäude Loan Amount,

the Carve-out Indemnifier shall indemnify and keep indemnified the Finance Parties on a full recourse basis for the losses resulting from such late consent in an amount up to:

	(C)		the Increased Gebäude Loan Amount (including any interest accrued and unpaid on such amount); less
	(D)		all net proceeds of realisation received within 180 days following the occurrence of the relevant Enforcement Event in respect of the Security Interests and/or guarantees granted in respect of such Increased Gebäude Loan Amount or any surplus net proceeds of realisation that can be applied to the Increased Gebäude Loan Amount after application to the remainder of the Loan outstanding under the AMB Gebäude Loan Agreement,

provided that such indemnity shall cease to apply with effect from the earlier of the date on which:

	(I)		the Facility Agent has been provided with evidence satisfactory to it (acting reasonably) of the FRAPORT Consent and of compliance with Clauses 29.9(a)(i), 29.9(a)(ii) and 29.9(a)(iv); or
	(II)		the Increased Gebäude Loan Amount (including any interest accrued and unpaid on such amount) has been prepaid or repaid in full; and

provided further that if the FRAPORT Consent and/or such any prepayment or repayment is not obtained or made in respect of the full amount of the Increased Gebäude Loan Amount, such indemnity shall cease to apply to the extent of the amount of (x) any such FRAPORT Consent actually obtained and in respect of which Clauses 29.9(a)(i), 29.9(a)(ii)and 29.9(a)(iv) have been complied with to the extent of the relevant amount in respect of which the FRAPORT Consent has been given and in relation to the amount so consented to and/or (y) any prepayment or repayment actually made.

(c)

With effect from the Logistics Fund Accession Date, AMB Property, L.P. shall:

	(i)		cease to be liable under the indemnities set out in Clause 20.2(b) and these indemnities shall instead be given by the Logistics Fund to the Finance Parties on identical terms to the terms set out therein and the Finance Parties agree and acknowledge that the obligations and liabilities of AMB Property, L.P. under Clause 20.2(b) shall terminate on the Logistics Fund Accession Date and the Logistics Fund shall assume all rights and obligations thereunder (including, but not limited to, pre-existing liabilities); and
	(ii)		be automatically released from all its obligations under the Finance Documents (including the Acquisition Loan Guarantee, the Carve-out Indemnity and under any representations and covenants hereunder).

(d)

If the Facility Agent has not been provided with evidence of the FRAPORT Consent on or before 8 June 2007, the AMB Agent and the Facility Agent shall discuss in good faith what steps need to be taken in relation to the AMB Gebäude Loan Agreement and the Increased Gebäude Loan Amount as a result.

20.3 France — Cross-collateralisation by a Cross-Guarantee

(a)

AMB Le Grand Roissy Holding 2 S.à.r.l and the AMB Agent hereby agree and acknowledge for the benefit of ING Real Estate Finance (France) that by no later than 1 May 2007 they shall provide (or procure that there is provided) a Cross-Guarantee structure in the manner described in Clause 29.11(b)(v) in form and substance satisfactory to the Facility Agent (acting reasonably) in respect of the Sirius Portfolio, SCI AMB France One, SCI AMB France Two, SCI AMB France Three and SCI AMB France Four. In the event that the Cross-Guarantee structure is not so provided by 1 May 2007, in form and substance reasonably satisfactory to the Facility Agent, each of the Parties to this Agreement agree that a Trigger Event in relation to the Term Loans provided to each of SCI AMB France One, SCI AMB France Two, SCI AMB France Three and SCI AMB France Four shall be deemed to have occurred.

(b)

In the event that a cross-collateralisation of assets in France is effected by a Cross-Guarantee in the manner described in Clause 29.11(b)(v) and that following the occurrence of any Enforcement Event in respect of any Term Loan advanced to a ShareCo or PropCo situated in France such Cross-Guarantee is not fully effective as a matter of French law because of corporate benefit limitations or is validly contested on this basis with, in either such case, the result that the Finance Parties do not fully recover all amounts due to them in respect of such Term Loans (including any related costs of enforcement) within 180 days following the occurrence of such Enforcement Event, the provisions of Clause 20.2(b)(ii) shall apply.

20.4 Registration Charges

The Carve-out Indemnifier acknowledges and agrees for the benefit of the Finance Parties (providing any Term Loan or acting as Facility Agent or Security Agent in respect thereof) that, from the Term Facility First Closing Date and following the occurrence of any Enforcement Event in respect of any Term Loan, it shall indemnify and keep indemnified the Finance Parties on a full recourse after-tax full basis for additional registration charges payable in respect of each Land Charge which creates a Security Interest over the Property financed by the relevant Term Loan to the relevant Land Registries if such costs are incurred as a result of an Event of Default.

20.5 Recourse — Generally

(a)

A Lender which is a lender of the Acquisition Facility and the Term Loan Facility will:

	(i)		in the case of an enforcement of its rights under the Acquisition Facility, have recourse pursuant to Clause 20.1 (Recourse – Acquisition Facility) only; and
	(ii)		in the case of an enforcement of its rights under the Term Facility, have recourse pursuant to Clause 20.2 (Recourse – Term Facility) only.

20.6 Limitation on Recourse to the Fund Obligors

(a)

The Finance Parties hereby acknowledge and agree that they shall not have any recourse to the constituent partners, shareholders, members or trustees of any Fund Obligor (nor to their respective officers, directors, partners, shareholders, members or trustees) except that:

	(i)		AMB Property, L.P. (but not its constituent partners, shareholders, members or trustees nor their respective officers, directors, partners, shareholders, members or trustees) shall be liable in respect of the Acquisition Loan Guarantee and the Carve-out Indemnity until the Logistics Fund Accession Date; and
	(ii)		in accordance with any ShareCo Guarantee in respect of the provider thereof (but not its constituent partners, shareholders, members or trustees nor their respective officers, directors, partners, shareholders, members or trustees).

21. PARALLEL DEBT

(a)

For the purposes of taking and ensuring the continuing validity of security under those Security Documents subject to the laws of (or to the extent affecting assets situated in) the relevant jurisdictions as the Facility Agent and the AMB Agent (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement:

	(i)		each Obligor hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Security Agent an amount equal to the aggregate of all its principal obligations whether as Borrower or Guarantor (the Principal Obligations) to all the Finance Parties from time to time due in accordance with the terms and conditions of such Principal Obligations (such payment undertaking and the obligations and liabilities which are the result thereof, the Parallel Obligations);
	(ii)		each Obligor hereby acknowledges that:

	(A)		for this purpose the Parallel Obligations constitute undertakings, obligations and liabilities of each Obligor to the Security Agent which are separate and independent from, and without prejudice to, the Principal Obligations which each Borrower has to any Finance Party; and
	(B)		the Parallel Obligations represent the Security Agent’s own claim to receive payment of such Parallel Obligations, provided that the total amount which may become due under the Parallel Obligations of the relevant Obligor under this clause shall never exceed the total amount which may become due under all the Principal Obligations of the Obligor to all the Finance Parties.

	(iii)		the total amount due by any Obligor as the Parallel Obligations under this Clause 21 shall be decreased to the extent that the relevant Obligor shall have paid any amounts to the Finance Parties or any of them to reduce that Obligor’s outstanding Principal Obligations or any Finance Party otherwise receives any amount in payment of such Principal Obligations (other than by virtue of this Clause 21 (Parallel Debt)); and
	(iv)		to the extent that the relevant Obligor shall have paid any amounts to the Security Agent under the Parallel Obligations or the Security Agent shall have otherwise received monies in payment of such Parallel Obligations, the total amount due under the Principal Obligations shall be decreased accordingly.

(b)

The Security Agent undertakes to pay to the Finance Parties an amount equal to any amount collected or received by the Security Agent in connection with the Secured Obligations pursuant to this Clause 21 (Parallel Debt) for distribution to the Finance Parties in accordance with the terms of this Agreement as if the corresponding Principal Obligations had not been discharged.

22. ACQUISITION LOAN GUARANTEE AND INDEMNITY

22.1 Acquisition Loan Guarantee and indemnity

(a)		The Parties agree that the provisions of this Clause 22 (Acquisition Loan Guarantee and Indemnity) only apply in respect of the Acquisition Loans after the Logistics Fund Accession Date and all references to the Acquisition Loan Guarantor in this Clause 22 shall be to the Logistics Fund. This Clause 22 (Acquisition Loan Guarantee and Indemnity) shall apply with immediate effect from the date that the Logistics Fund accedes to this Agreement.
(b)		The Acquisition Loan Guarantor shall irrevocably and unconditionally:

	(i)		guarantee within 2 Business Days of demand to each Finance Party punctual performance by any Acquisition Borrower of all its payment obligations in its capacity as an Acquisition Borrower under the Finance Documents;
	(ii)		undertake with each Finance Party that whenever the relevant Acquisition Borrower does not pay any amount when due from it in its capacity as an Acquisition Borrower under or in connection with any Finance Document, it shall immediately within 2 Business Days of demand by the Facility Agent pay that amount as if it were the principal obligor in respect of that amount; and
	(iii)		indemnifies each Finance Party immediately within 2 Business Days of demand against any loss or liability suffered by that Finance Party if any payment obligation guaranteed by it under this Clause 22 (Acquisition Loan Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount the Finance Party would otherwise have been entitled to recover.

(c)

The Parties agree and acknowledge that the Guarantor’s obligations in accordance with this Guarantee do not extend to the Guarantor’s directors, shareholders, members or employees.

22.2 Continuing guarantee

Subject to Clause 20.1 (Recourse — Acquisition Facility), the Acquisition Loan Guarantee shall be a continuing guarantee and will extend to the ultimate balance of all sums payable by the relevant Acquisition Borrower under the Finance Documents in its capacity as an Acquisition Borrower, regardless of any intermediate payment or discharge in whole or in part. For the avoidance of doubt, the Acquisition Loan Guarantee shall not extend to sums payable by the Logistics Fund as an Additional Acquisition Borrower.

22.3 Reinstatement

(a)		If any discharge (whether in respect of the obligations of any Acquisition Borrower or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or shall be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of the Acquisition Loan Guarantor under the Acquisition Loan Guarantee shall continue or be reinstated as if the discharge or arrangement had not occurred.
(b)		Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

22.4 Waiver of defences

The obligations of the Acquisition Loan Guarantor under the Acquisition Loan Guarantee shall not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under the Acquisition Loan Guarantee (whether or not known to it or any Finance Party). This includes:

(a)		any time or waiver granted to, or composition with, any person;
(b)		except as otherwise provided in this Agreement; any release of any person under the terms of any composition or arrangement;
(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(d)		any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(e)		any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(f)		any amendment (however fundamental) of a Finance Document or any other document or security;
(g)		any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security; or
(h)		any insolvency or similar proceedings.

22.5 Immediate recourse

The Acquisition Loan Guarantor shall waive any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim or payment from any person before claiming from the Acquisition Loan Guarantor under the Acquisition Loan Guarantee.

22.6 Appropriations

Until all amounts which may be or become payable by the relevant Acquisition Borrower under or in connection with the Finance Documents in its capacity as an Acquisition Borrower have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may without affecting the liability of the Acquisition Loan Guarantor under the Acquisition Loan Guarantee:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) against those amounts; or

(b)

apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and

(c)

hold in an interest-bearing suspense account any moneys received from the Acquisition Loan Guarantor or on account of the Acquisition Loan Guarantor’s liability under this Clause.

22.7 Non-competition

Unless:

(a)

all amounts which may be or become payable by the relevant Acquisition Borrower under or in connection with the Finance Documents in its capacity as an Acquisition Borrower have been irrevocably paid in full; or

(b)

the Facility Agent otherwise directs,

the Acquisition Loan Guarantor shall not, after a claim has been made or by virtue of any payment or performance by it under this Clause:

	(i)		be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf);
	(ii)		be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Acquisition Loan Guarantor’s liability under this Clause;
	(iii)		claim, rank, prove or vote as a creditor of the relevant Acquisition Borrower or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or
	(iv)		receive, claim or have the benefit of any payment, distribution or security from or on account of the relevant Acquisition Borrower, or exercise any right of set-off as against the relevant Acquisition Borrower.

The Acquisition Loan Guarantor shall hold in trust for and immediately pay or transfer to the Facility Agent for the Finance Parties any payment or distribution or benefit of security received by it contrary

to the Acquisition Loan Guarantee or in accordance with any directions given by the Facility Agent under the Acquisition Loan Guarantee.

22.8 Additional security

The Acquisition Loan Guarantee shall be in addition to and is not in any way prejudiced by any other security now or subsequently held by any Finance Party.

22.9 Limitation

(a)

The Acquisition Loan Guarantor shall not be obliged to make any payment pursuant to this Clause 22.9 (Limitation) and the Finance Parties shall not be entitled to enforce the Acquisition Loan Guarantee granted by the Acquisition Loan Guarantor under this Clause 22.9 (Limitation) if and to the extent that the Security Interests secure the liabilities of an Affiliate of the Acquisition Loan Guarantor within the meaning of the applicable laws of the Acquisition Loan Guarantor’s incorporation; and

(i)

such payment would deprive the Acquisition Loan Guarantor of the liquidity necessary to fulfil its financial obligations towards third parties that:

	(A)		exist as of the date on which the payment would otherwise be due;
	(B)		are not obligations payable to the Acquisition Loan Guarantor’s Affiliates or to third party creditors of the Acquisition Loan Guarantor’s Affiliates;
	(C)		are permitted by the Finance Documents;

(ii)

such payment would have the consequence that the Acquisition Loan Guarantor’s net assets would be less than the Acquisition Loan Guarantor’s (or, as the case may be, it’s general partner’s) registered capital or if, at such time, the Acquisition Loan Guarantor’s (or, as the case may be, it’s general partner’s) net assets are already less than the Acquisition Loan Guarantor’s (or, as the case may be, it’s general partner’s) registered capital.

(b)

The provisions of Clauses 29.12(b) to 29.12(g) (inclusive) (Germany), 29.13(b) (Spain), 29.14 (The Netherlands), 29.15 (Belgium) 29.16 (France) 29.17 (Italy) and 29.18 (England and Wales) shall apply, as applicable.

(c)

The calculation of:

	(i)		net assets and registered capital shall be based on the book values of the Acquisition Loan Guarantor’s assets and liabilities that would have to be disclosed in the Acquisition Loan Guarantor’s commercial balance sheet drawn up in accordance with IFRS as of the day after such payment had been made;
	(ii)		net assets shall take into account all items to be shown in accordance with an IFRS balance sheet permitted pursuant to the jurisprudence from time to time of the applicable laws of the Acquisition Loan Guarantor’s incorporation relating to protection of liability; and
	(iii)		registered capital shall take into account all items to be shown in such – IFRS balance sheet.

(d)

It is expressly agreed that the above tests under (a), (b) and (c) are to be applied concurrently and payment out of the proceeds is to be made to the extent that such payment can be made after application of the above tests.

23. REPRESENTATIONS AND WARRANTIES OF THE LENDERS

23.1 Professional Market Party

(a)

Each Lender that makes a Loan (or a portion thereof) to a Dutch Borrower represents and warrants to such Dutch Borrower, on each Utilisation Date of the relevant Loan, that:

	(i)		it is a Professional Market Party; and
	(ii)		it is aware that it does not benefit from the (creditor) protection offered by the Dutch Banking Act when lending monies to persons or entities that are subject to the prohibition of Article 82 of the Dutch Banking Act,

provided that on each Utilisation Date of the relevant Loan, it is a requirement of Dutch law that such Lender be a Professional Market Party.

(b)

Each New Lender that makes a Loan (or any portion thereof) to a Dutch Borrower represents and warrants as of the Transfer Date, the representation and warranty set out in 23.1(a) provided that on such date it is a requirement of Dutch law that such New Lender is a Professional Market Party.

(c)

Each Lender acknowledges that each Dutch Borrower has relied upon the representation and warranty of this Clause 23 (Representations and warranties of the Lenders) and undertakes, to the extent necessary, to provide its reasonable assistance to each Dutch Borrower in verifying such Lender’s status as a Professional Market Party.

24. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS

24.1 Representations and warranties

The representations and warranties set out in this Clause 24 (Representations and warranties of the Obligors) are made by each Obligor (unless otherwise specified) in respect of itself only to each Finance Party except that:

(a)

the Acquisition Loan Guarantor and the Carve-out Indemnifier shall only make the representations and warranties in respect of itself set out in Clause 24.2 (Status) to Clause 24.11 (Information) inclusive to the extent applicable to it;

(b)

each Acquisition Borrower shall only make the representations and warranties in respect of itself set out in Clause 24.2 (Status) to Clause 24.11 (Information) inclusive and 24.17 (Dutch Borrower regulatory compliance) to the extent applicable to it;

(c)

each Term Borrower (whether a PropCo or a ShareCo), shall make the representations and warranties in respect of itself set out in Clauses 24.2 (Status) to 24.17 (Dutch Borrower regulatory compliance) to the extent applicable to it;

(d)

any representation and warranty made by an Additional Obligor will be made subject to any Permitted Disclosure; and

(e)

Clause 24.18 (Times for making representations and warranties) shall apply.

24.2 Status

(a)		It is duly incorporated or established and validly existing under the laws of its country of incorporation or establishment.
(b)		It is authorised to carry on its business as it is currently being conducted.

24.3 Powers and authority

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance by it of the Finance Documents to which it is or will be a party and the transactions undertaken by it contemplated by those Finance Documents.

24.4 Legal validity

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, binding, valid and enforceable obligations.

24.5 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not conflict with:

(a)

its constitutional documents; or

(b)

any applicable law or regulation or any document which is binding upon it or any of its assets to an extent or in a manner which would constitute a breach of its contractual or legal obligations in a manner which, in any case, is reasonably likely to have a Material Adverse Effect.

24.6 No default

(a)

No Event of Default is outstanding in relation to it, or is reasonably likely to result from the entry into by it, or the performance by it, of any transaction undertaken by it or contemplated by it pursuant to, any Finance Document to which it is a party that has not been remedied or waived.

(b)

No other event is outstanding which constitutes an Event of Default under any law that is binding on it or any of its assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect.

24.7 Authorisations

All material authorisations required by it in connection with the entry into, validity and enforceability of, and the transactions contemplated by, the Transaction Documents to which it is a party, and without which there is reasonably likely to be a Material Adverse Effect, have been obtained or effected (as appropriate) and are in full force and effect or, in each case, will be when required.

24.8 Financial statements

Its financial statements most recently delivered to the Finance Parties (or, if not yet available, any other sufficient current financial information provided to the Finance Parties) have, to the best of its knowledge:

(a)

been prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation or establishment, consistently applied; and

(b)

(read together with any notes to those financial statements) fairly represent its financial and earnings position (consolidated if applicable) as at the date to which they were drawn up.

24.9 Litigation

No litigation, arbitration or administrative proceedings are current or pending in relation to it which, in either case, have or, if adversely determined, is reasonably likely to have a Material Adverse Effect.

24.10

Insolvency Proceedings

No insolvency or similar proceedings of the type specified in Clause 28.7 (Insolvency proceedings) have been instituted against it, and to the best of its knowledge no such proceedings are threatened or pending against it (other than proceedings which are frivolous and are dismissed, stayed or discharged within twenty-one (21) days of commencement).

24.11 Information

(a)

(x) All written information prepared by it and delivered to any Finance Party in connection with the Transaction Documents and (y) other than where any third party has provided a Reliance Letter, to the best of its knowledge and belief all written information supplied by it or on its behalf in:

	(i)		a Request;
	(ii)		an acceptance of a Conversion Offer;
	(iii)		any report provided by a Valuer which forms the basis of a Valuation;
	(iv)		any environmental assessment report in respect of a Property;
	(v)		any structural or physical report in respect of a Property;
	(vi)		any Lease Document in respect of a Property;
	(vii)		any rent roll spreadsheet in respect of a Property;
	(viii)		any Acquisition Document;
	(ix)		any Property description; and/or
	(x)		any communication or document listing the parties to the Deed of Subordination,

is true and accurate as at its date or (if appropriate) as at the date (if any) at which it is stated to be given provided that any untruthfulness, inaccuracy or incompleteness of such information shall not result in a breach of this representation and warranty if it is not reasonably likely to have a Material Adverse Effect.

(b)		All written information supplied by it (or on its behalf) in relation to any cash flow projections is based on reasonable assumptions as at its date or (if appropriate) as at the date (if any) at which it is stated to be given provided that any unreasonable assumptions upon which such information is based shall not result in a breach of this representation and warranty if it is not reasonably likely to have a Material Adverse Effect.
(c)		It is not aware of any material information in relation to the Transaction Documents entered into by it which, if disclosed to the Finance Parties, would be reasonably likely to have a Material Adverse Effect.

24.12 Property

(a)

In relation to each PropCo, each Property owned by it which is financed by a Term Loan and except as stated in the rent roll provided to the Facility Agent under Clause 4 (Conditions Precedent):

	(i)		save as permitted under Clause 27.2 (Lease Agreements and Management Agreements), the Lease Documents are in full force and effect, free from any Security Interest and have not been the subject of any assignment or delegation except as provided in the Transaction Documents or the AMB Existing Loan Agreements;
	(ii)		shall, from no later than the first Closing Date under the Facilities (in the case of each Original Property that it owns) or from no later than the date of the relevant Security Document (in the case of each Additional Property that it owns):

	(A)		be the legal, beneficial or (as applicable) economic owner of that Property; and
	(B)		have good and marketable title to that Property,

			in each case free from Security Interests (other than those set out in the Transaction Documents or arising from operation of law);
	(iii)		each Property that is German Security is subject to German Permitted Encumbrances only;
	(iv)		the Buildings fixed on its Property are in compliance with the building permits and applicable rules relating to town planning, environment and health and safety unless where such non-compliance is not reasonably likely to have a Material Adverse Effect. For the purposes of this Clause 24.12(a)(iv), any circumstances that would entitle any competent authority to prohibit the complete or significant part of the use of Buildings or request the removal of such Buildings or a significant part thereof constitutes a Material Adverse Effect;
	(v)		the use of the Buildings fixed on its Property does not constitute a breach of any public-law regulations which has a Material Adverse Effect;

	(vi)		to the best of its knowledge and belief and unless otherwise stated in the environmental report provided to the Facility Agent under Clause 4 (Conditions Precedent), its Properties and the relevant Buildings are free from any contamination or other substances which could affect safety or order in circumstances (A) where remediation will be required under Environmental Law; (B) that results in a material risk of liability to the Finance Parties; or (C) that materially diminish the value of its Properties;
	(vii)		it is not aware of any damage or destruction (partial or total) relating to its Properties fixed on its Properties that materially diminishes the value of its Properties; and
	(viii)		to the best of its knowledge and belief and except as otherwise agreed with the Facility Agent, no development costs are outstanding or otherwise payable by any of the Borrowers regarding the Properties,

		and in each case, or in aggregate, in any manner which is reasonably likely to have a Material Adverse Effect or to materially adversely affect the value of any such Property.
(b)		In relation to each ShareCo, that:

	(i)		it is the sole legal and beneficial or economic owner (as applicable) of all the Shares which it owns in a PropCo, free of any Security Interests (save under the Share Security related to the relevant Shares);
	(ii)		it is or will be at such later time at which the Shares become subject to the Share Security the sole legal and beneficial or economic owner (as applicable) of all the Shares which it owns in that PropCo free from all Security Interests (save under the Share Security related to the relevant Shares) and that all the relevant Shares are or will at such date be fully paid up; and
	(iii)		the Shares which it owns in that PropCo are all currently registered (or otherwise held) in the name of the relevant ShareCo.

24.13 Acquisition Document claims

No material warranty claims are outstanding or have been made under an Acquisition Document to which it is a party which are reasonably likely to have a Material Adverse Effect.

24.14 Security

Subject to any rights of any ground lessors under any headlease under which title to any Property is held by the relevant member of the Group, the security conferred by each Security Document constitutes or will, when registered, constitute a first priority Security Interest of the type described, and over the assets referred to, in that Security Document and those assets are not subject to any prior Security Interest except Permitted Encumbrances or German Permitted Encumbrances.

24.15 Group Structure Chart

The Group Structure Chart provided to the Facility Agent as at the date of this Agreement shows the correct corporate relationship of the Original Obligors.