EXHIBIT 10(iii)B
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LOAN AGREEMENT

Dated as of April 3, 1998

between

ASSET XVI HOLDINGS COMPANY, L.L.C.,
as Lessor and Borrower

and

BANK ONE, TEXAS, N.A.,
as Lender

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Lease Financing
for Eagle USA Airfreight, Inc.
Corporate Real Estate Program

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TABLE OF CONTENTS
(Loan Agreement)

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SECTION 1 DEFINITIONS; INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2 AMOUNT AND TERMS OF COMMITMENT; REPAYMENT AND PREPAYMENT OF LOAN . . . . . . . . . . . . . . . . . . 1
SECTION 2.1 Commitment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.2 Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.3 Scheduled Principal Repayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.4 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.5 Interest on Overdue Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.6 Discretion of Lender as to Manner of Funding . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 3 RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN PAYMENTS IN RESPECT OF LEASE AND LEASED PROPERTY . 7
SECTION 3.1 Distribution and Application of Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.2 Distribution and Application of Certain Payments. . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.3 Distribution and Application of Lessee Payment
of a Recourse Deficiency Amount Upon Exercise of
Remarketing Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.4 Distribution and Application of Remarketing
Proceeds of Leased Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.5 Distribution and Application of Payments
Received When an Event of Default Exists or Has
Ceased to Exist Following Rejection of the Lease. . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.6 Distribution of Other Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.7 Reinvestment Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 4 THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.1 Covenant of Lessor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.2 Lessor Obligations Nonrecourse; Payment from
Certain Lease Obligations and Certain Proceeds
of Leased Property Only. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.3 Exercise of Remedies Under Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 5 LOAN EVENTS OF DEFAULT; REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.1 Loan Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.2 Loan Event of Default; Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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SECTION 6 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.1 Amendments and Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.3 No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.4 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.5 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.7 Survival and Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.8 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.10 No Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.11 Limitation on Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.12 Waiver of Consumer Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

APPENDIX I Definitions and Interpretation
APPENDIX II Form of Note

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of April 3, 1998, is between ASSET XVI
HOLDINGS COMPANY, L.L.C., a Massachusetts limited liability company, as Lessor
and Borrower, and BANK ONE, TEXAS, N.A., a national banking association, as
Lender.

PRELIMINARY STATEMENT

In accordance with the terms and provisions of this Loan Agreement,
the Participation Agreement, the Lease and the other Operative Documents, (i)
the Lessor intends to acquire Parcels of the Land and lease the Parcels to the
Lessee, (ii) the Lessee has agreed to construct Improvements on certain of the
Parcels for the Lessor and to lease all Improvements from the Lessor as part of
the Leased Property under the Lease, (iii) the Lessor now wishes to obtain, and
the Lender is willing to provide, funding in the amount of up to $19,000,000
for the acquisition of the Parcels and certain Improvements and the
construction of certain Improvements thereon.

NOW, THEREFORE, in consideration of the mutual agreements contained in
this Loan Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

SECTION 1 DEFINITIONS; INTERPRETATION

Unless the context shall otherwise require, capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix I
hereto for all purposes hereof and the rules of interpretation set forth in
Appendix I hereto shall apply to this Loan Agreement.

SECTION 2 AMOUNT AND TERMS OF COMMITMENT; REPAYMENT AND
PREPAYMENT OF LOAN

SECTION 2.1 Commitment. Subject to the terms and conditions hereof and
of the Participation Agreement, the Lender agrees to make available to the
Lessor a construction and term loan in the principal amount of up to
$19,000,000 (the "Loan"). The Loan shall be divided into separate Parcel
Tranches for each of the Properties, consisting of the aggregate amount of Loan
Advances made with respect to each Property in order to fund the Property Costs
thereof. The Lessor shall apply the proceeds of the Loan to the payment of the
Property Costs of the Leased Property in accordance with the Participation
Agreement. As provided in Section 2.2 of the Participation Agreement, the
Lender shall from time to time make Loan Advances to the Lessee acting on
behalf of the Lessor, either pursuant to a Funding Requisition substantially in
the form attached to the Participation Agreement as Appendix II or, in the case
of interest due on the Loan in respect of each Parcel on each Loan Payment Date
to and including the related Parcel Completion Date, pursuant to the procedure
provided in Section 2.2(c) of the Participation Agreement. Loan Advances shall
be allocated by the Lender to the Parcel Tranche for the Property identified in
each Funding Requisition, provided that, in the case of the initial Funding
Requisition hereunder and in

any case in which the Lender determines that any proceeds of a Loan Advance
should be allocated to a Parcel Tranche other than the Parcel Tranche for the
Property identified in the related Funding Requisition, the allocation shall be
made in accordance with the Lender's determination, in the absence of manifest
error, and notice of which determination shall be given to Lessee and Lessor.

SECTION 2.2 Note. The Loan shall be evidenced by the promissory note
of the Lessor (the "Note"), substantially in the form of Appendix II hereto
with appropriate insertions, duly executed by the Lessor, payable to the order
of the Lender. The Note shall be dated as of the date hereof and delivered to
the Lender on the Closing Date in accordance with Section 3.1 of the
Participation Agreement. The Note, each Parcel Tranche and all Loan Advances
made from time to time in respect thereof, shall (i) be stated to mature on the
Lease Termination Date, (ii) bear interest on the unpaid principal amount
thereof from time to time outstanding at the interest rates determined as
provided, and payable as specified, in Section 2.4 and (iii) be payable as to
principal as provided in Section 2.3. Upon the occurrence of an Event of
Default under clause (g) of Article XIII of the Lease, or upon an Acceleration
as described in Section 15.3 of the Lease, the Note shall automatically become
due and payable in full.

SECTION 2.3 Scheduled Principal Repayment. The principal amount of the
Loan shall be divided into one or more Parcel Tranches corresponding to the
number of Properties then comprising the Leased Property. The Lessor shall make
payments on account of each such Parcel Tranche beginning on the first Loan
Payment Date which is 24 months after the related Parcel Closing Date. The
amount of each such principal payment shall be in accordance with the Parcel
Tranche Payment Schedule to be delivered by the Lender to the Lessor and the
Lessee on each Parcel Closing Date, as amended by Lender on the related Parcel
Completion Date, as necessary. If any such Loan Payment Date is not also the
last day of an Interest Period (i.e. with respect to an Interest Period having
a duration longer than one month), the Lender shall deposit such funds in the
Reinvestment Account and hold such funds for application in reduction of the
principal balance of the Loan on the last day of the then-current Interest
Period. Pursuant to the Lease, the Lessee is obligated to pay Scheduled Rent in
respect of such principal as the same becomes due under this Loan Agreement.
The Lender shall apply such amounts as determined in Section 3.1 hereof. Lender
shall maintain each Parcel Tranche Payment Schedule, each of which is subject
to revision by the parties hereto in the circumstances and according to the
guidelines for adjustments to Appendix II of each Parcel Lease Supplement set
forth in Section 4.1 of the Lease. Except in connection with an early payment
or acceleration of Basic Rent or the Lease Termination Date under the Lease due
to (i) an Event of Default under the Lease, (ii) an Acceleration, (iii) the
Lessee's exercise of the Purchase Option, (iv) the Lessee's exercise of the
Remarketing Option, or (v) the receipt of amounts under the Lease in respect of
a Casualty or a Condemnation, the Lessor shall have no option or right, without
the prior consent of the Lender, to prepay the Loan whether in whole or in
part.

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SECTION 2.4 Interest.

(a) Loan Advances. Except as otherwise provided with respect to
Loan Advances made in relation to interest due and payable on the Note pursuant
to Section 2.2 (c) of the Participation Agreement, each Loan Advance shall be
made in the form of a LIBOR Rate Loan, unless (i) the Lessee shall make an
election pursuant to a Funding Requisition for the Loan Advance to be in the
form of a Base Rate Loan, (ii) the Funding Date requested therein shall be a
date other than the first day of an Interest Period, or (iii) the Lender shall
have given notice of the occurrence of the circumstances described in Section
2.4 (f)(i) or Section 2.4 (f)(iii) hereof, in any of which cases such Loan
Advance will be in the form of a Base Rate Loan. The aggregate unpaid principal
amount of the Base Rate Loans and the LIBOR Rate Loans at any one time
outstanding shall not exceed the Loan Commitment.

Each Loan Advance shall be made pursuant to a Funding Requisition
executed and delivered by Lessee to Lender pursuant to Section 2.2 of the
Participation Agreement, which Funding Requisition shall specify (a) the total
amount of the Loan Advance (b) the Funding Date of the Loan Advance, (c) the
Parcel(s) to which it relates, and (d) if applicable, whether the Lessee elects
that the Loan Advance is to be a Base Rate Loan.

(b) Interest. Subject to the provisions of Section 6.11 hereof,
the Lessor shall pay interest (computed, to the extent such computation would
not result in interest in excess of that which is permitted by Applicable Law,
using the actual number of days elapsed and a 360-day year) on the unpaid
principal amount of each Loan Advance from the Funding Date of each such Loan
Advance, at the following rates per annum, not exceeding in either case the
highest rate permitted by Applicable Law:

(i) Base Rate Loans. With respect to each Base Rate Loan,
a rate per annum equal at all times to the Base Rate in effect from
time to time, payable monthly on each Loan Payment Date; and

(ii) LIBOR Rate Loans. With respect to each LIBOR Rate
Loan, a rate per annum (the "Applicable LIBOR Rate") (A) during each
Interest Period commencing prior to the Final Completion Date, equal
to the Interim LIBOR Rate and (B) during each Interest Period
commencing on and after the Final Completion Date, equal to the sum of
the Adjusted LIBOR Rate for such Interest Period plus (I) 1.45% per
annum, payable monthly on each Loan Payment Date.

(c) Conversion and Continuation of Loan. Five Business Days prior
to the beginning of each Interest Period, the Lessee may request that the
Lender determine the Adjusted LIBOR Rate applicable to such Interest Period and
the Lender shall notify the Lessee of such Adjusted LIBOR Rate. Each LIBOR Rate
Loan shall automatically be continued for another Interest Period of the same
duration, unless the Lessee shall elect to convert all or any part thereof to a
Base Rate Loan by written notice to the Lender given on any day which is at
least three Business Days before the

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beginning of the next succeeding Interest Period. Except to the extent that the
Base Rate applies as a result of any circumstance described in Section 2.4 (f)
hereof, the Lessee may elect to convert any Base Rate Loan to a LIBOR Rate
Loan, (i) if a LIBOR Rate Loan shall be outstanding at the time of such
election, effective on the first day of the next succeeding Interest Period, or
(ii) if no LIBOR Rate Loan shall be outstanding at the time of such election,
effective on any date at least three but not more than five Business Days after
such election. Prior to the Final Completion Date, unless the Lessee shall
notify the Lender to the contrary and except in the event that the Base Rate
applies as a result of any circumstance described in Section 2.4 (f) hereof,
each Base Rate Loan shall be automatically converted to a LIBOR Rate Loan on
the next Loan Payment Date. The Lessee may elect at the end of any Interest
Period with respect thereto to convert a LIBOR Rate Loan into a Base Rate Loan.
Notwithstanding the foregoing, (i) there shall be only one Interest Period
applicable at any time for all Loan Advances outstanding hereunder as LIBOR
Rate Loans, (ii) the first such Interest Period shall commence on the Funding
Date of the first LIBOR Rate Loan borrowed hereunder and (iii) any Loan
Advances thereafter requested as or converted to LIBOR Rate Loans may only be
so requested or converted effective on the first day of the subsequent Interest
Period. Effective as of the Final Completion Date, all of the Parcel Tranches
shall be coordinated for the purpose of setting interest rates hereunder as if
all of them, together were a single Loan, which (unless the Lessee shall
otherwise elect a conversion to a Base Rate Loan, and except in the event that
the Base Rate applies a result of any of the circumstances set forth in Section
2.4 (f) below) shall be a LIBOR Rate Loan having an Interest Period commencing
on the Final Completion Date and having a duration of one, two, three or six
months, as the Lessee may select. Each such election and selection made under
this Section 2.4 (c) shall be made by giving the Lender at least three Business
Days' prior irrevocable written notice thereof, which notice shall specify (1)
in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the
Interest Period therefor, (2) in the case of a conversion, the date of
conversion (which date shall in any event be a Business Day), and (3) in the
case of a conversion or continuation prior to the Completion Date affecting
less than 100% of the principal amount of a Loan Advance, the amounts of such
Loan Advance which are to be LIBOR Rate Loans and Base Rate Loans,
respectively. If, at any time prior to the date a conversion to, or
continuation of, a LIBOR Rate Loan is effective, the Lessee has received notice
that any of the circumstances described in Sections 2.4(f)(i) or (iii) exist,
the right of the Lessee to convert all or a portion of Base Rate Loans to LIBOR
Rate Loans or to continue LIBOR Rate Loans for an additional Interest Period
shall be suspended until the Lessee receives notice that the circumstances
causing such suspension no longer exist.

(d) Interest Period Determination. Notwithstanding the foregoing
provisions of this Section 2.4:

(i) The Lessee may not select any Interest Period which ends
after the Scheduled Termination Date;

(ii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding
Business Day, provided, however, that if such extension would cause the

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last day of such Interest Period to occur in the next following
calendar month, the last day of such Interest Period shall occur on the
next preceding Business Day; and

(iii) After the Final Completion Date, if the Lessee shall
fail to notify the Lender of its election of the duration of an
Interest Period within the time period required under the terms of
Section 2.4(c), then (subject to the provisions of Section 2.4(f)
below) the subsequent Interest Period will automatically, on the last
day of the then existing Interest Period therefor, be continued as an
Interest Period having a duration of one month.

(e) Appointment of Agents for Interest Rate Elections. The Lessee
may, from time to time, and at any time upon notice to the Lender, appoint one
or more agents for the limited purpose of making interest rate and Interest
Period elections under this Section 2.4 below. The acts of such agent(s) shall
be binding upon the Lessee unless and until such time as the Lessee shall
notify the Lender that any such agent no longer has the authority to act on
behalf of the Lessee. Unless and until the Lessee notifies the Lender
otherwise, each of Douglas Seckel and Kelly Biar, acting alone, is hereby
authorized by the Lessee to act as the Lessee's agent in accordance with this
Section 2.4.

(f) Interest Rate Protection.

(i) Suspension of LIBOR Rate Loans. If, with respect to
any Interest Period, the Lender notifies the Lessee that the Applicable
LIBOR Rate for such Interest Period will not adequately reflect the
cost to the Lender of maintaining the Loan or any Loan Advance subject
to such Interest Period, the obligation of the Lender to continue the
Loan for an additional Interest Period shall be suspended until the
Lender shall notify the Lessee that the circumstances causing such
suspension no longer exist, and during the period of suspension the
principal amount of the Loan shall bear interest at the Base Rate as in
effect from time to time, payable monthly in advance on each Loan
Payment Date during the period of suspension.

(ii) Increased Costs. Subject to the provisions of Section
6.11 hereof, if, due to either (A) the introduction of or any change
(including any change by way of imposition or increase of reserve
requirements) in or in the interpretation of any law or regulation or
(B) the compliance with any guideline or request from any central bank
or other governmental authority (whether or not having the force of
law), there shall be any increase in the cost to the Lender of agreeing
to make or making, funding or maintaining the Loan or any Loan Advance
at the Applicable LIBOR Rate for any Interest Period, then the Lessee
shall from time to time, upon demand by the Lender, pay to the Lender
additional amounts sufficient to compensate the Lender for such
increased cost. A certificate in reasonable detail as to the amount of
such increased cost, submitted to the Lessee by the Lender, shall be
conclusive and binding for all purposes, absent manifest error.

(iii) Illegality. Notwithstanding any other provision of
this Loan Agreement, if the Lender shall notify the Lessee that the
introduction of or any change in or in the

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interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that it is
unlawful, for the Lender to perform its obligations hereunder to make,
or any Loan Advance at the Applicable LIBOR Rate for any Interest
Period or to fund or maintain, the Loan or any Loan Advance at the
Applicable LIBOR Rate for any Interest Period (A) the obligation of the
Lender to continue the Loan, or any Loan Advance, for an additional
Interest Period shall be suspended until the Lender shall notify the
Lessee that the circumstances causing such suspension no longer exist
and (B) during the period of suspension, the Loan, or such Loan
Advances, as the case may be, then outstanding shall be automatically
converted to bear interest at a rate per annum equal to the Base Rate
then and thereafter in effect from time to time, payable on the last
day of each month during which the Base Rate applies.

(iv) Indemnification for Breakage Costs. If (a) any
payment of principal of the Loan or any Loan Advance is made other than
on a Loan Payment Date that is also the last day of an Interest Period
relating to such Loan or Loan Advance, as a result of (i) a payment or
conversion pursuant to Section 2.4(f)(iii), above, (ii) a prepayment of
the Loan in whole or in part for any reason, or (iii) for any other
reason, or (b) the Lessor shall fail to create, borrow or effect a Loan
Advance on the Funding Date specified in a Funding Requisition, then
the Lessor shall, upon demand by the Lender, pay Breakage Costs to the
Lender.

SECTION 2.5 Interest on Overdue Amounts. If all or a portion of the
principal amount of or interest on the Loan shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise), such overdue amount
shall, without limiting the rights of the Lender under Section 5, bear interest
at the Overdue Rate, but not exceeding the highest rate permitted by Applicable
Law, in each case from the date of nonpayment until paid in full (as well after
as before judgment).

SECTION 2.6 Discretion of Lender as to Manner of Funding.
Notwithstanding any provision of this Loan Agreement to the contrary, the
Lender shall be entitled to fund and maintain its funding of all or any part of
the Loan in any manner it sees fit, subject in all respects to Applicable Law,
it being understood however, that for the purposes of this Loan Agreement all
determinations hereunder shall be made as if the Lender had actually funded and
maintained each Loan Advance to which the Applicable LIBOR Rate applies during
each Interest Period applicable thereto through the purchase of deposits having
a maturity corresponding to such Interest Period and bearing an interest rate
equal to the Applicable LIBOR Rate for such Interest Period.

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SECTION 3 RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN PAYMENTS IN
RESPECT OF LEASE AND LEASED PROPERTY

SECTION 3.1 Distribution and Application of Rent Payments.

(a) Basic Rent. Each payment of Basic Rent (and any payment of
interest on overdue installments of Basic Rent) received by the Lender shall be
applied by Lender, or caused to be applied, in the following order of priority:

first, to the Lender for the accrued and unpaid
interest (including overdue interest) on the Note;

second, to the Lender, to the extent of Scheduled
Rent received from the Lessee, to the outstanding
principal of the Note then due; and

third, to the order of the Lessor, in an amount equal
to the sum of all accrued and unpaid Contribution
Return then due.

Payments of Scheduled Rent so received from the Lessee shall be allocated in
reduction of the outstanding principal balance of each Parcel Tranche in
accordance with the Parcel Tranche Payment Schedule for each Property.

(b) Supplemental Rent. Each payment of Supplemental Rent received
by the Lender shall be paid to or upon the order of the Person owed the same.

SECTION 3.2 Distribution and Application of Certain Payments.

(a) With respect to any individual Property, upon the Lender's receipt
of:

(i) the net proceeds for a consummated sale of such
Property received by the Lender in connection with the Lessee's
exercise of the Purchase Option under Section 15.1 of the Lease, or

(ii) the receipt of insurance proceeds or other payments
in respect of an Event of Loss or Event of Taking in respect of such
Property,

the Lender shall apply or cause the same to be applied in the following order
of priority:

first, to the Lender for the accrued and unpaid
interest (including overdue interest) on the Parcel
Tranche for such Property;

second, to the Lender for Breakage Costs, if any;

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third, to the Lender for the outstanding principal of
the Parcel Tranche for such Property; and

fourth, to the order of the Lessor, in an amount
equal to the sum of all accrued and unpaid
Contribution Return with respect to the Parcel
Contribution Tranche for such Property plus the
amount of the Parcel Contribution Tranche for such
Property,

Any remaining amount shall be applied by the Lender and the Lessor, pari passu,
to the payment of accrued and unpaid interest on the Note and accrued and
unpaid Contribution Return until each is paid in full, and then pari passu, to
the payment of the unpaid balance of the Note and the Contribution,
respectively.

(b) With respect to all the Leased Property, upon the Lender's receipt
of:

(i) the net proceeds for a consummated sale of the Leased
Property in connection with the Lessee's exercise of the Purchase
Option under Section 15.1 of the Lease, or

(ii) the net proceeds for a consummated sale of the Leased
Property received by the Lender in connection with the Lessee's
exercise of the Purchase Obligation under Section 15.2 of the Lease,

the Lender shall apply or cause the same to be applied in the following order
of priority:

first, to the Lender for accrued and unpaid interest
(including overdue interest) on the Note;

second, to the Lender for Breakage Costs, if any;

third, to the Lender for the outstanding principal of
the Note; and

fourth, to the Lessor in an amount up to the sum of
(i) all accrued and unpaid Contribution Return as of
and prorated to the date of payment, plus (ii) the
outstanding balance of the Contribution, plus (iii)
any unpaid Supplemental Rent or unpaid portion of the
Lease Balance.

Any remaining amount shall, so long as there shall exist no outstanding Event
of Default, be paid to Lessee.

SECTION 3.3 Distribution and Application of Lessee Payment of Recourse
Deficiency Amount Upon Exercise of Remarketing Option. The payment by the
Lessee of the Recourse Deficiency Amount to the Lender on the Scheduled
Termination Date, in accordance with Section

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15.6 or 15.7 of the Lease upon the Lessee's exercise of the Remarketing Option,
shall be applied by the Lender as follows:

first, to the Lender for the accrued and unpaid
interest on the Note;

second, to the Lender for Breakage Costs, if any;

third, to the Lender for the outstanding principal of
the Note;

SECTION 3.4 Distribution and Application of Remarketing Proceeds of
Leased Property. Any payments received by the Lessor as proceeds from the sale
of the Leased Property sold pursuant to the Lessee's exercise of the
Remarketing Option pursuant to Section 15.6 or 15.7 of the Lease, shall be
distributed by the Lessor as promptly as possible (it being understood that any
such payment received by the Lessor on a timely basis and in accordance with
the provisions of the Lease shall be distributed on the date received in the
funds so received) in the following order of priority:

first, to the Lender for the accrued and unpaid interest on
the Note;

second, to the Lender for Breakage Costs, if any;

third, to the Lender for the outstanding principal of the
Note;

fourth, to the Lessor in an amount equal to the sum of (i) all
accrued and unpaid Contribution Return as of and prorated to
the date of payment, plus (ii) the outstanding balance of the
Contribution, plus (iii) any unpaid Supplemental Rent or
unpaid portion of the Lease Balance; and

fifth, (i) if sold by the Lessee pursuant to Section 15.6 of
the Lease, to the Lessee, the excess of such proceeds of sale,
if any, and (ii) otherwise, to the Lessor.

SECTION 3.5 Distribution and Application of Payments Received When an
Event of Default Exists or Has Ceased to Exist Following Rejection of the
Lease.

(a) Proceeds of Leased Property. Any payments received by the
Lessor or the Lender when an Event of Default exists (or has ceased to exist by
reason of a rejection of the Lease in a proceeding with respect to the Lessee
described in Article XIII(g) of the Lease), as either or both:

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13

(i) proceeds from the sale of any or all of the Leased
Property sold pursuant to the exercise of the Lessor's remedies
pursuant to Article XIV of the Lease; or

(ii) proceeds of any amounts from any insurer or any
Governmental Authority in connection with an Event of Loss or Event of
Taking;

shall, if received by Lessor, be paid to the Lender as promptly as possible,
and shall be distributed or applied in the following order of priority prior to
the Release Date:

first, to the Lender for any amounts expended by it in
connection with the Leased Property or the Operative Documents
and not previously reimbursed to it;

second, to the Lender for the accrued and unpaid interest on
the Note;

third, to the Lender for Breakage Costs, if any,

fourth, to the Lender for the outstanding principal of the
Note;

fifth, to the Lessor in an amount equal to the sum of (i) all
accrued and unpaid Contribution Return prorated to the date of
payment, plus (ii) the outstanding balance of the
Contribution, plus (iii) any unpaid Supplemental Rent or
unpaid portion of the Lease Balance; and

sixth, to the Person or Persons legally entitled thereto, the
excess, if any; and

on and after the Release Date such amounts shall be paid over to the Lessor and
shall be distributed by the Lessor first, to the Lessor for application to any
unpaid amounts owing to the Lessor under the Operative Documents, and second,
to the Person or Persons legally entitled thereto, the excess, if any.

(b) Proceeds of Recoveries from Lessee. Any payments received by
the Lender when an Event of Default exists (or has ceased to exist by reason of
a rejection of the Lease in a proceeding with respect to the Lessee described
in Article XIII(g) of the Lease), from the Lessee as a payment in accordance
with the Lease, shall be paid to the Lender as promptly as possible, and shall
then be applied by the Lender as promptly as possible in the order of priority
set forth in subsection (a) of this Section.

SECTION 3.6 Distribution of Other Payments. All payments under Section
7.6 of the Participation Agreement shall be made first, to the Lender until the
principal of, Breakage Costs, if any, and interest on, the Loan has been paid
in full, and second, to Lessor who shall be entitled to retain all such
remaining amounts. Except as otherwise provided in this Section, any payment
received by the Lessor which is to be paid to the Lender pursuant hereto or for
which provision as to the application thereof is made in an Operative Document
but not elsewhere in this Section shall, if

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14

received by Lessor, be paid forthwith to the Lender and when received shall be
distributed forthwith by the Lender to the Person and for the purpose for which
such payment was made in accordance with the terms of such Operative Document.

SECTION 3.7 Reinvestment Account. If on any date the Lender or
the Lessor shall receive any amount in respect of (a) any Qualified Payment, or
(b) payments of Scheduled Rent in accordance with a Parcel Tranche Payment
Schedule, or other principal payments, with respect to a Loan Payment Date
which is not the last day of an Interest Period, then in any such case, the
Lender or the Lessor, as the case may be, shall be required to pay such amount
received (i) if no Event of Default shall have occurred and remain outstanding,
to the Reinvestment Account (as hereinafter defined) to pay the principal
balance of the Loan, or the respective Parcel Tranche, on the next Loan Payment
Date which is also the last day of an Interest Period or (ii) if an Event of
Default shall have occurred and remain outstanding, to apply and allocate the
proceeds respecting this Section 3.7 in accordance with Section 3.5 hereof.
Moneys received by the Lender in respect of amounts described in clauses (a) or
(b) above shall be deposited into a separate account which the Lender shall
establish in the name of the Lessor for the benefit of the Lender and the
Lessee (the "Reinvestment Account"). Pending application as herein provided,
such funds shall be invested in Permitted Investments as directed by the
Lessee. Interest earned on the moneys held in the Reinvestment Account shall be
for the account of the Lessee and shall be paid to the Lender and deposited in
the Reinvestment Account. Funds held in the Reinvestment Account shall be
applied, to the reduction (or payment in full) of the Parcel Tranche to which
such payment relates (and any balance, and any amount so received which is not
identified by the Lender to any Parcel Tranche, shall be applied to some or all
of the Parcel Tranches as the Lender shall determine in its sole discretion) on
the next succeeding Loan Payment Date which is the end of an Interest Period.

SECTION 4 THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE

SECTION 4.1 Covenant of Lessor. So long as the Loan remains outstanding
and unpaid or any other amount is owing to Lender hereunder or under the other
Operative Documents, the Lessor will promptly pay all amounts payable by it
under this Loan Agreement and the Note in accordance with the terms hereof and
thereof and shall duly perform each of its obligations under this Loan
Agreement and the Note. The Lessor agrees to provide to the Lender a copy of
each estoppel certificate that the Lessor proposes to deliver pursuant to
Section 18.13 of the Lease at least five (5) days prior to such delivery and to
make any corrections thereto reasonably requested by the Lender prior to such
delivery. The Lessor shall keep the Leased Property free and clear of all
Lessor Liens. The Lessor shall not reject any sale of the Leased Property
pursuant to Section 15.6 of the Lease unless the Loan has not been paid in full
or the Lender consents to such rejection. In the event that the Lender directs
the Lessor to reject any sale of the Leased Property pursuant to Section 15.6
of the Lease, the Lessor agrees to take such action as Lender reasonably
requests to effect a sale or other disposition of the Leased Property. If a
Loan Event of Default under Section 5.1(e) hereof occurs, the Lessor will not
reject the Lease but shall assign the same to the Lender and the Lender agrees
to assume the Lessor's obligations thereunder.

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15

SECTION 4.2 Lessor Obligations Nonrecourse; Payment from Certain Lease
Obligations and Certain Proceeds of Leased Property Only. All payments to be
made by the Lessor in respect of the Loan, the Note and this Loan Agreement
shall be made only from certain payments received under the Lease and certain
proceeds of the Leased Property and only to the extent that the Lessor or the
Lender shall have received sufficient payments from such sources to make
payments in respect of the Loan in accordance with Section 3. The Lender agrees
that it will look solely to such sources of payments to the extent available
for distribution to the Lender as herein provided and that neither the Lessor
nor any of its members or other Affiliates, or JH Management Corporation, or
any of their respective incorporators, stockholders, directors, employees,
officers or agents, shall be personally liable to the Lender for any amount
payable hereunder or under the Note. Nothing in this Loan Agreement, the Note
or any other Operative Document shall be construed as creating any liability
(other than for willful misconduct) of the Lessor individually to pay any sum
or to perform any covenant, either express or implied, in this Loan Agreement,
the Note or any other Operative Document (all such liability, if any, being
expressly waived by the Lender). The Lender, on behalf of itself and its
successors and assigns, agrees in the case of any liability of the Lessor
hereunder or under any of the Operative Documents (except for such liability
attributable to its willful misconduct) that it will look solely to those
certain payments received under the Lease and those certain proceeds of the
Leased Property; provided, however, that the Lessor in its individual capacity
(but not the Lessor, its members or other Affiliates, or JH Management
Corporation, or any of their respective incorporators, stockholders, directors,
employees, officers and agents) shall in any event be liable with respect to
(i) the removal of Lessor's Liens or liabilities involving its willful
misconduct or (ii) failure to turn over payments the Lessor has received in
accordance with Section 3; and provided, further that the foregoing exculpation
of the Lessor shall not be deemed to be exculpations of the Lessee or any other
Person.

SECTION 4.3 Exercise of Remedies Under Lease.

(a) Event of Default. With respect to any Event of Default as to
which notice thereof by the Lessor to the Lessee is a requirement to cause such
Event of Default to become an Event of Default, the Lessor may at any time in
its discretion give such notice; provided, however, that the Lessor agrees to
give such notice to the Lessee promptly upon receipt of a written request by
the Lender.

(b) Acceleration of Lease Balance. When an Event of Default
exists, the Lessor, upon the direction of the Lender, shall exercise remedies
under Article XIV of the Lease to demand payment in full of the Lease Balance
by the Lessee (an "Acceleration"). Following an Acceleration, the Lessor shall
consult with the Lender regarding actions to be taken in response to such Event
of Default. The Lessor shall not, without the prior written consent of Lender,
and shall (subject to the provisions of this Section), if so directed by the
Lender, do any of the following: commence eviction or foreclosure proceedings,
or file a lawsuit against the Lessee under the Lease, or sell the Leased
Property, or exercise other remedies against the Lessee under the Operative
Documents in respect of such Event of Default; provided, however, that any
payments received by the Lessor shall

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16

be distributed in accordance with Section 3. Notwithstanding any such consent,
direction or approval by the Lender of any such action or omission, the Lessor
shall have no obligation to follow such direction if the same would, in the
Lessor's reasonable judgment, require the Lessor to expend its own funds or
expose the Lessor to liability, expense, loss or damages unless and until the
Lender advances to the Lessor an amount or offers the Lessor an indemnity in an
amount, in either case, which is sufficient, in Lessor's reasonable judgment,
to cover such liability, expense, loss or damage. Notwithstanding the
foregoing, on and after the Release Date, the Lender shall have no rights to
the Leased Property or any proceeds thereof, the Lender shall have no rights to
direct or give consent to any actions with respect to the Leased Property and
the proceeds thereof, the Lessor shall have absolute discretion as to the
exercise of remedies with respect to the Leased Property, and the proceeds
thereof, including, without limitation, any foreclosure or sale of the Leased
Property, and the Lessor shall have no liability to the Lender with respect to
the Lessor's actions or failure to take any action with respect to the Leased
Property.

SECTION 5 LOAN EVENTS OF DEFAULT; REMEDIES

SECTION 5.1 Loan Events of Default. Each of the following events shall
constitute a Loan Event of Default (whether any such event shall be voluntary
or involuntary or come about or be effected by operation of law or pursuant to
or in compliance with any judgment, decree or order of any court or any order,
rule or regulation of any Governmental Authority) and each such Loan Event of
Default shall continue so long as, but only as long as, it shall not have been
remedied:

(a) The Lessor shall fail to distribute in accordance
with the provisions of Section 3 any amount received by the Lessor
pursuant to the Lease or the Participation Agreement within three (3)
Business Days of receipt thereof if and to the extent that the Lender
is entitled to such amount or a portion thereof;

(b) The Lessor shall fail to pay to the Lender, within
two (2) Business Days of the Lessor's receipt thereof, any amount which
the Lessee is required, pursuant to the Operative Documents, to pay to
the Lender but erroneously pays to the Lessor;

(c) The default by Lessor in the making of any payment in
respect of the Loan, the Note or this Loan Agreement for 5 days after
receipt by Lessor of written notice thereof from the Lender;

(d) The default by the Lessor in the performance of any
other covenant or condition herein or in any other Operative Document
to which the Lessor is a party, which failure shall continue unremedied
for 10 days after receipt by the Lessor of written notice thereof from
the Lender;

(e) Any representation or warranty of the Lessor
contained in any Operative Document or in any certificate required to
be delivered thereunder shall prove to have been

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17

incorrect in a material respect when made and shall not have been cured
within 10 days of receipt by the Lessor of written notice thereof from
the Lender; or

(f) The Lessor shall become bankrupt or make an
assignment for the benefit of creditors or consent to the appointment
of a trustee or receiver; or a trustee or a receiver shall be appointed
for the Lessor or for substantially all of its respective property
without its consent and shall not be dismissed or stayed within a
period of 30 days; or bankruptcy, reorganization or insolvency
proceedings shall be instituted by or against the Lessor and, if
instituted against the Lessor, shall not be dismissed or stayed for a
period of 30 days.

SECTION 5.2 Loan Event of Default; Remedies.

(a) Upon the occurrence of a Loan Event of Default hereunder, (i)
if such event is a Loan Event of Default specified in clause (f) of Section 5.1
with respect to the Lessor, automatically, and without the necessity of any
notice or declaration by or to the Lender, or the Lessor, the outstanding
principal of, and accrued interest on, the Loan shall be immediately due and
payable and (ii) if such event is any other Loan Event of Default, the Lender
may, by notice of default to the Lessor, declare the outstanding principal of,
and accrued interest on, the Loan to be immediately due and payable, whereupon
the outstanding principal of, and accrued interest on, the Loan shall become
and be immediately due and payable.

(b) When a Loan Event of Default exists, the Lender may exercise
any or all of the rights and powers and pursue any and all of the remedies
available to it hereunder, under the Note, the Mortgages, and the Assignment of
Lease and Rents and shall have and may exercise any and all rights and remedies
available under the UCC or any other provision of law or in equity. When a Loan
Event of Default exists, the Lender may have the right to exercise all rights
of the Lessor under the Lease pursuant to the terms and in the manner provided
for in the Mortgages and the Assignment of Lease and Rents.

(c) Except as expressly provided above, no remedy under this
Section is intended to be exclusive, but each shall be cumulative and in
addition to any other remedy provided under this Section or under the other
Operative Documents or otherwise available at law or in equity. The exercise by
the Lender of any one or more of such remedies shall not preclude the
simultaneous or later exercise of any other remedy or remedies. No express or
implied waiver by the Lender of any Loan Event of Default shall in any way be,
or be construed to be, a waiver of any future or subsequent Loan Event of
Default. The failure or delay of the Lender in exercising any rights granted it
hereunder or under any of the other Operative Documents upon any occurrence of
any of the contingencies set forth herein shall not constitute a waiver of any
such right upon the continuation or recurrence of any such contingencies or
similar contingencies and any single or partial exercise of any particular
right by the Lender shall not exhaust the same or constitute a waiver of any
other right provided herein or in any of the other Operative Documents.

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SECTION 6 MISCELLANEOUS

SECTION 6.1 Amendments and Waivers. Neither this Loan Agreement, the
Note nor any terms hereof or thereof may be amended, supplemented or modified
except in accordance with the provisions of Section 8.4 of the Participation
Agreement.

SECTION 6.2 Notices. Unless otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be given in accordance with Section 8.2 of the Participation
Agreement.

SECTION 6.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Lender, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

SECTION 6.4 Successors and Assigns. This Loan Agreement shall be
binding upon and inure to the benefit of the Lessor, the Lender and their
respective successors and permitted assigns.

SECTION 6.5 Counterparts. This Loan Agreement may be executed in any
number of counterparts as may be convenient or necessary, and it shall not be
necessary that the signatures of all parties hereto or thereto be contained on
any one counterpart hereof or thereof. Additionally, the parties hereto agree
that for purposes of facilitating the execution of this Loan Agreement, (a) the
signature pages taken from separate individually executed counterparts of this
Loan Agreement may be combined to form multiple fully executed counterparts and
(b) a facsimile transmission shall be deemed to be an original signature. All
executed counterparts of this Loan Agreement shall be deemed to be originals,
but all such counterparts taken together or collectively, as the case may be,
shall constitute one and the same agreement.

SECTION 6.6 Governing Law. THIS LOAN AGREEMENT AND THE NOTE AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS LOAN AGREEMENT AND THE NOTE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF TEXAS.

SECTION 6.7 Survival and Termination of Agreement. All covenants,
agreements, representations and warranties made herein and in any certificate,
document or statement delivered pursuant hereto or in connection herewith shall
survive the execution and delivery of this Loan Agreement and the Note and
shall continue in full force and effect so long as the Note or any amount
payable to Lender under or in connection with this Loan Agreement or the Note
is unpaid, at which time this Loan Agreement shall terminate.

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19

SECTION 6.8 Entire Agreement. This Loan Agreement sets forth the entire
agreement of the parties hereto with respect to its subject matter, and
supersedes all previous understandings, written or oral, with respect thereto.

SECTION 6.9 Severability. Any provision of this Loan Agreement or of
the Note which is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating
the remaining provisions hereof or thereof or affecting the validity,
enforceability or legality of any such provision in any other jurisdiction.

SECTION 6.10 No Recourse. Except as provided in Section 4.2 hereof, no
recourse shall be had for any claims under this Loan Agreement against any
incorporator, shareholder, officer, or director, past, present or future, of
the Lessor or of any successor corporation, or against JH Management
Corporation, either directly or through the Lessor or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
acceptance hereof, expressly waived and released.

SECTION 6.11 Limitation on Interest. Any provision to the contrary
contained in this Loan Agreement or in any of the other Operative Documents
notwithstanding, it is expressly provided that in no case or event shall the
aggregate of (i) all interest payable by the Lessee or the Lessor and (ii) the
aggregate of any other amounts accrued or paid pursuant to this Loan Agreement
or any of the other Operative Documents, which under applicable laws are or may
be deemed to constitute interest, ever exceed the maximum rate of interest
which could lawfully be contracted for, charged or received. In this
connection, it is expressly stipulated and agreed that it is the intent of the
Lessee, the Lessor and the Lender to contract in strict compliance with the
applicable usury laws of the State of Texas and of the United States (whichever
permit the higher rate of interest) from time to time in effect. In furtherance
thereof, none of the terms of this Loan Agreement or any of the other Operative
Documents shall ever be construed to create a contract to pay, as consideration
for the use, forbearance or detention of money, interest at a rate in excess of
the maximum contract interest rate permitted to be contracted for, charged or
received by the applicable laws of the United States or the State of Texas
(whichever permit the higher rate of interest). The Lessee, the Lessor and any
other parties now or hereafter becoming liable for payment of any indebtedness
under this Loan Agreement or any other Operative Documents shall never be
liable for interest in excess of the maximum rate that may be lawfully
contracted for or charged under the laws of the State of Texas and of the
United States (whichever permit the higher rate of interest). If under any
circumstances the aggregate amounts paid include amounts which by law are
deemed interest which would exceed the maximum amount of interest which could
lawfully have been contracted for, charged or received, the parties stipulate
that such amounts will be deemed to have been paid as a result of an error on
the part of the parties, and the party receiving such excess payment shall
promptly, upon discovery of such error or upon notice thereof from the party
making such payment, refund the amount of such excess or at the Lender's
option, credit such excess against any unpaid principal balance owing. To the
maximum extent permitted by applicable law, all amounts contracted for,

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20

charged or received for the use, forbearance, or detention of money shall, to
the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full term of the Loan. The provisions of this Section
shall control all of the Operative Documents.

SECTION 6.12 Waiver of Consumer Rights. The Lessor and the Lender do
each hereby represent and warrant to one another that (a) it is not in a
significantly disparate bargaining position, (b) it is represented by legal
counsel in seeking or acquiring goods or services and such legal counsel was
not directly nor indirectly identified, suggested or selected by the other, (c)
it has knowledge and experience in financial and business matters that enable
it to evaluate the merits and risks of a transaction, including the transaction
evidenced by the Operative Documents, and (d) the Operative Documents are not a
result of any disparity in bargaining position among the Lessee, the Lessor and
the Lender and were negotiated on an arms-length basis and represent the
bargained-for agreement of parties. THE LESSOR AND THE LENDER EACH WAIVES ITS
RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION
17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL
RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN
SELECTION, THE LESSOR AND THE LENDER EACH VOLUNTARILY CONSENTS TO THIS WAIVER.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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21

IN WITNESS THEREOF, the parties hereto have caused this Loan Agreement
to be executed by their duly authorized officers as of the day and year first
above written.

ASSET XVI HOLDINGS COMPANY, L.L.C.,
as Lessor and Borrower

by Asset Holdings Corporation I,
a Delaware corporation,
its managing member

By:
--------------------------------
Name: Anne Brennan
Title: Secretary

BANK ONE, TEXAS, N.A., as Lender

By:
------------------------------
Name: John E. Elam, Jr.
Title: Vice President

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22

APPENDIX I
TO
MASTER PARTICIPATION AGREEMENT
MASTER LEASE AND DEVELOPMENT AGREEMENT AND LOAN AGREEMENT

DEFINITIONS AND INTERPRETATION

[See separate text]

APPENDIX II
PROMISSORY NOTE

$19,000,000 April ___, 1998

FOR VALUE RECEIVED, the undersigned ASSET XVI HOLDINGS COMPANY,
L.L.C., a Massachusetts limited liability company, as Lessor (the "Lessor")
under that certain Loan Agreement, dated as of April 3, 1998 (the "Loan
Agreement"), between the Lessor and Bank One, Texas, N.A. (the "Lender"),
promises to pay to the order of the Lender at its address located at Bank One
Center, 910 Travis, 7th Floor, Houston, Texas 77002 or such other address as
the Lender shall hereafter designate in writing to the Lessor, the aggregate
unpaid principal amount of all Loan Advances made by the Lender to, or for the
benefit of, the Lessor, as recorded in the records of the Lender (and such
recordation shall constitute prima facie evidence of the information so
recorded; provided, however, that the failure to make any such recordation
shall not in any way affect the Lessor's obligation to repay this Note). The
principal amount of this Note in respect of each Parcel Tranche shall be
payable in installments on each Loan Payment Date from and after the twenty-
fifth (25th) Loan Payment Date after the related Parcel Closing Date in
accordance with the Loan Agreement and the Parcel Tranche Payment Schedule
therefor delivered in accordance therewith and, in any event, on or prior to
the Lease Termination Date as provided in the Loan Agreement.

The Lessor further promises to pay interest (computed, to the extent
such computation would not result in interest in excess of that which is
permitted by Applicable Law, using the actual number of days elapsed and a
360-day year), on each Loan Payment Date, on the unpaid principal amount of
this Note from time to time outstanding, payable as provided in the Loan
Agreement, at the interest rates determined in accordance with the provisions
of Section 2.4 of the Loan Agreement and to pay interest on amounts not paid
when due under this Note at the Overdue Rate, not exceeding the highest rate
permitted by Applicable Law. All payments of principal of and interest on this
Note shall be payable in lawful currency of the United States of America at the
office of the Lender as provided above or such other address as the Lender
shall have designated to the Lessor, in immediately available funds.

All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest, and notice of
dishonor, notice of the existence, creation or nonpayment of all or any of the
Loan Advances and all other notices whatsoever.

ALL PAYMENTS TO BE MADE BY THE LESSOR IN RESPECT OF THE LOAN AND THIS
NOTE SHALL BE MADE ONLY FROM CERTAIN PAYMENTS RECEIVED UNDER THE LEASE AND
PROCEEDS OF THE LEASED PROPERTY AND ONLY TO THE EXTENT THAT THE LESSOR SHALL
HAVE RECEIVED SUFFICIENT PAYMENTS FROM SUCH SOURCES TO MAKE PAYMENTS IN RESPECT
OF THE LOAN IN ACCORDANCE WITH AND SUBJECT TO THE PRIORITIES SET FORTH IN
SECTION 3 OF THE LOAN AGREEMENT. THE LENDER BY ITS ACCEPTANCE HEREOF AGREES
THAT IT WILL LOOK SOLELY TO SUCH SOURCES OF PAYMENT TO THE EXTENT AVAILABLE FOR
DISTRIBUTION TO THE LENDER AS PROVIDED IN THE LOAN AGREEMENT AND THAT NEITHER
THE LESSOR NOR ANY OF ITS CONSTITUENT MEMBERS OR AFFILIATES, NOR JH MANAGEMENT
CORPORATION, NOR THEIR INCORPORATORS, STOCKHOLDERS, DIRECTORS, OFFICERS,
MEMBERS, MANAGERS, EMPLOYEES OR AGENTS

SHALL BE PERSONALLY LIABLE TO THE LENDER FOR ANY AMOUNT PAYABLE HEREUNDER OR
UNDER THE LOAN AGREEMENT. NOTHING IN THIS NOTE, THE LOAN AGREEMENT OR ANY OTHER
OPERATIVE DOCUMENT SHALL BE CONSTRUED AS CREATING ANY LIABILITY (OTHER THAN FOR
WILLFUL MISCONDUCT) OF THE LESSOR INDIVIDUALLY TO PAY ANY SUM OR TO PERFORM ANY
COVENANT, EITHER EXPRESS OR IMPLIED, IN THIS NOTE, THE LOAN AGREEMENT OR ANY
OTHER OPERATIVE DOCUMENT (ALL SUCH LIABILITY, IF ANY, BEING EXPRESSLY WAIVED BY
THE LENDER BY ITS ACCEPTANCE HEREOF) AND THAT THE LENDER AND EACH OTHER HOLDER
OF THIS NOTE BY ITS ACCEPTANCE HEREOF, ON BEHALF OF ITSELF AND ITS SUCCESSORS
AND ASSIGNS, AGREES IN THE CASE OF ANY LIABILITY OF THE LESSOR HEREUNDER OR
THEREUNDER (EXCEPT FOR SUCH LIABILITY ATTRIBUTABLE TO LESSOR'S WILLFUL
MISCONDUCT) THAT IT WILL LOOK SOLELY TO THOSE CERTAIN PAYMENTS RECEIVED UNDER
THE LEASE AND THOSE CERTAIN PROCEEDS OF THE LEASED PROPERTY AS PROVIDED IN
SECTION 3 OF THE LOAN AGREEMENT; PROVIDED, HOWEVER, THAT THE LESSOR IN ITS
INDIVIDUAL CAPACITY (BUT NOT THE LESSOR'S INCORPORATORS, STOCKHOLDERS,
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) SHALL IN ANY EVENT BE LIABLE WITH
RESPECT TO (i) THE REMOVAL OF LESSOR LIENS RESULTING FROM CLAIMS AGAINST OR
ACTS OR BREACHES BY THE LESSOR IN EACH CASE IN ITS INDIVIDUAL CAPACITY AND
INVOLVING ITS WILLFUL MISCONDUCT OR (ii) FAILURE TO TURN OVER PAYMENTS THE
LESSOR HAS RECEIVED IN ACCORDANCE WITH SECTION 3 OF THE LOAN AGREEMENT; AND
PROVIDED, FURTHER, THAT THE FOREGOING EXCULPATION OF THE LESSOR SHALL NOT BE
DEEMED TO BE EXCULPATIONS OF THE LESSEE OR ANY OTHER PERSON.

Any provision to the contrary contained in this Note or in any of the
other Operative Documents notwithstanding, it is expressly provided that in no
case or event shall the aggregate of (i) all Interest payable by the Lessor and
(ii) the aggregate of any other amounts accrued or paid pursuant to this Note
or any of the other Operative Documents, which under applicable laws are or may
be deemed to constitute interest, ever exceed the maximum rate of interest
which could lawfully be contracted for, charged or received. In this
connection, it is expressly stipulated and agreed that it is the intent of the
Lessor and the Lender to contract in strict compliance with the applicable
usury laws of the State of Texas and of the United States (whichever permit the
higher rate of interest) from time to time in effect. In furtherance thereof,
none of the terms of this Note or any of the other Operative Documents shall
ever be construed to create a contract to pay, as consideration for the use,
forbearance or detention of money, interest at a rate in excess of the maximum
contract interest rate permitted to be contracted for, charged or received by
the applicable laws of the United States or the State of Texas (whichever
permit the higher rate of interest). The Lessor and any other parties now or
hereafter becoming liable for payment of any indebtedness under this Note or
any other Operative Documents shall never be liable for interest in excess of
the maximum rate that may be lawfully contracted for or charged under the laws
of the State of Texas and of the United States (whichever permit the higher
rate of interest). If under any circumstances the aggregate amounts paid
include amounts which by law are deemed interest which would exceed the maximum
amount of interest which could lawfully have been contracted for, charged or
received, the parties stipulate that such amounts will be deemed to have been
paid as a result of an error on the part of the parties, and the party
receiving such excess payment shall promptly, upon discovery of such error or
upon notice thereof from the party making such payment, refund the amount of
such excess or at the Lender's option, credit such excess against any unpaid
principal balance owing. To the maximum extent permitted by applicable law, all
amounts contracted for,

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25

This Note shall be governed by and construed in accordance with the
laws of the State of Texas, without regard to conflicts of law principles.

Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Loan Agreement.

ASSET XVI HOLDINGS COMPANY, L.L.C.,
as Lessor

By Asset Holdings Corporation I,
its Managing Member

By:
------------------------------
Name: Anne Brennan
Title: Secretary

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