CREDIT AGREEMENT

COMPOSITE VERSION:
REFLECTS ALL AMENDMENTS THROUGH JULY 10, 2009

CREDIT AGREEMENT

among

CAPITALSOURCE INC.
as the Initial Borrower

THE GUARANTORS LISTED HEREIN,

THE LENDERS LISTED HEREIN,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as the Administrative Agent, Swingline Lender, and Issuing Lender

BANK OF AMERICA, N.A.,
as Issuing Lender

WELLS FARGO SECURITIES, LLC
(f/k/a WACHOVIA CAPITAL MARKETS, LLC)
as Sole Bookrunner and as Lead Arranger

BANK OF MONTREAL,

BARCLAYS BANK PLC,

and

SUNTRUST BANK,
as Co-Documentation Agents

March 14, 2006

(Composite Version; Reflects All Amendments through July 10, 2009)

      CREDIT AGREEMENT , dated as of March 14, 2006 and as amended through July 10, 2009 (this “ Credit Agreement ”), among CAPITALSOURCE INC. , a Delaware corporation, CAPITALSOURCE TRS LLC , a Delaware limited liability company (“ TRS ”), CAPITALSOURCE FINANCE LLC , a Delaware limited liability company (“ CSF ”), CSE MORTGAGE LLC , a Delaware limited liability company (“ CSM ”), CAPITALSOURCE CF LLC , a Delaware limited liability company (“ CSCF ”), CAPITALSOURCE SF TRS LLC , a Delaware limited liability company (“ SFTRS ”), CAPITALSOURCE FINANCE II LLC , a Delaware limited liability company ( “ CS FII ”), CSE CHR HOLDCO LLC , a Delaware limited liability company (“ CC Holdco ”), CSE CHR HOLDINGS LLC , a Delaware limited liability company (“ CC Holdings ”) and CS FUNDING IX DEPOSITOR LLC , a Delaware limited liability company (“ CSF D” and, together with TRS, CSF, CSM, CSCF, SFTRS, CS FII, CC Holdco, CC Holdings and any other Subsidiary of the Borrower that becomes a party to this Credit Agreement, collectively the “ Guarantors ” and individually a “ Guarantor ”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “ Lenders ” and individually a “ Lender ”), WACHOVIA BANK, NATIONAL ASSOCIATION , a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “ Administrative Agent ” or the “ Agent ”), Swingline Lender, and Issuing Lender, and BANK OF AMERICA, N.A. , as Issuing Lender.

WITNESSETH:

      WHEREAS, the Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions set forth herein ;

      NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1. Defined Terms .

     As used in this Credit Agreement, terms defined in the preamble to this Credit Agreement have the meanings therein indicated, and the following terms have the following meanings:

     “ 2009 Debt Documentation ” shall mean the definitive documentation, in form and substance satisfactory to the Agent, executed and delivered in connection with any 2009 Debt Issuance, including, without limitation, the HY Debt Documents.

     “ 2009 Debt Issuance ” shall mean the issuance (in one or more transactions), at any time during the period commencing on July 10, 2009 and ending on September 30, 2009, by any Credit Party of any secured or unsecured term Debt including, without limitation, Debt issued under the HY Debt Documents.

     “ 2009 Equity Issuance ” shall mean the issuance (in one or more transactions), at any time during the period commencing on July 10, 2009 and ending on September 30, 2009, by the Initial Borrower to any Person of any shares of its Capital Stock (other than any such equity issuance to the Initial Borrower or its Subsidiaries) that is not Prohibited Stock; provided , however , that the term “2009 Equity Issuance” shall not include any issuance by the Borrower or any of its Subsidiaries solely to the extent that such Capital Stock is issued to directors, officers and employees of the Borrower or any Subsidiary pursuant to any employee stock option plan or other equity incentive plan approved by the board of directors (or similar governing body) of the Borrower or the applicable Subsidiary.

     “ ABR Default Rate ” shall have the meaning set forth in Section 2.9 .

     “ Acquisition ” means the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or any material part of the assets of such Person or of a line or lines of business conducted by such Person; provided , however , the term “Acquisition” shall exclude a Portfolio Investment.

     “ Additional Credit Party ” shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.9 .

     “ Advances Outstanding ” means on any day, the aggregate outstanding principal amount of all Revolving Loans, Swingline Loans and LOC Obligations.

     “ Affiliate ” of any Person means (i) any other Person which directly, or indirectly through one or more intermediaries, controls such Person, (ii) any other Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person, or (iii) any other Person of which such Person owns, directly or indirectly, 20% or more of the common stock or equivalent equity interests. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided , however , the term “Affiliate” shall not include any Person that constitutes Investments in Equity Instruments or an Investment Loan Subsidiary.

     “ Agreement ” or “ Credit Agreement ” shall mean this Credit Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

     “ Agreement Currency ” shall have the meaning set forth in Section 9.19(b) .

     “ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to:

     (a) in the case of amounts denominated in Dollars, the greater of (i) the Prime Rate in effect on such day plus the Applicable Percentage, and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%; provided , however , that notwithstanding the foregoing, to the

extent that at any time (1) the sum of the LIBOR Rate at such time for a one month Interest Period plus the Applicable Percentage with respect thereto plus one percent is greater than (2) the greater of the rates specified in subsection (i) and (ii) of this clause (a), then the Alternate Base Rate for purposes of this clause (a) shall be increased by the difference between (1) and (2);

     (b) in the case of amounts denominated in Euro, the “main refinancing rate” as set by the European Central Bank in effect on such day plus 1/2 of 1% plus the Applicable Percentage; provided , however , that notwithstanding the foregoing, to the extent that at any time (1) the sum of EURIBOR at such time for a one month Interest Period plus the Applicable Percentage plus one percent is greater than (2) the “main refinancing rate” as set by the European Central Bank in effect on such day plus 1/2 of 1% plus the Applicable Percentage, then the Alternate Base Rate for purposes of this clause (b) shall be increased by the difference between (1) and (2);

     (c) in the case of amounts denominated in Pounds Sterling, the base rate as set by the Monetary Policy Committee of the Bank of England in effect on such day plus 1/2 of 1% plus the Applicable Percentage; provided , however , that notwithstanding the foregoing, to the extent that at any time (1) the sum of LIBOR at such time for a one month Interest Period plus the Applicable Percentage plus one percent is greater than (2) the base rate as set by the Monetary Policy Committee of the Bank of England in effect on such day plus 1/2 of 1% plus the Applicable Percentage, then the Alternate Base Rate for purposes of this clause (c) shall be increased by the difference between (1) and (2); and

     (d) in the case of amounts denominated in any other Alternative Currency, the rate determined by the Administrative Agent, according to comparable financial benchmarks, in its reasonable discretion on such day.

     For purposes hereof: “ Prime Rate ” shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Wachovia at its principal office in Charlotte, North Carolina as its prime rate. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (a)(ii) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, the “main refinancing rate” as set by the European Central Bank or the base rate as set by the Monetary Policy Committee of the Bank of England shall be effective on the opening of business on the date of such change .

     “ Alternate Base Rate Loans ” shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate.

     “ Alternative Currency ” shall mean, at any time, any of Pounds Sterling or Euro.

     “ Alternative Currency Sub-Limit ” shall mean $65,000,000; provided however that, notwithstanding the foregoing, when the aggregate Committed Amount is less than or equal to (a) $300,000,000, the term “Alternative Currency Sub-Limit” shall mean $60,000,000 and (b) $100,000,000, the term “Alternative Currency Sub-Limit” shall mean $0.

     “ Applicable Creditor ” shall have the meaning set forth in Section 9.19(b) .

     “ Applicable Law ” shall mean for any Person or property of such Person, the organization and governing documents of such Person, all existing and future applicable laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, executive orders, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, predatory lending laws, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Federal Reserve Board), and applicable judgments, decrees, injunctions, writs, orders, or line action of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

     “ Applicable Percentage ” shall mean, for Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans and LMIR Loans, the percentage set forth below opposite the Initial Borrower’s applicable senior unsecured debt rating in the column labeled “Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans and LMIR Loans” and for the Commitment Fee, the percentage set forth below opposite the Initial Borrower’s applicable senior unsecured debt rating in the column labeled “Commitment Fee,” as applicable; provided that if the senior unsecured debt ratings from S&P, Moody’s and Fitch are different, and (a) two ratings are equal and higher than the third, the higher rating will apply, (b) two ratings are equal and lower than the third, the lower rating will apply, or (c) no ratings are equal, the intermediate rating will apply. In the event that the Initial Borrower shall maintain ratings from only two of Moody’s, Fitch and S&P and the Initial Borrower is split-rated and (i) the ratings differential is one level, the higher rating will apply, or (ii) the ratings differential is two levels or more, the rating immediately below the highest rating will apply. In the event that the Initial Borrower shall maintain ratings from only one of Moody’s, Fitch and S&P, the one rating shall apply.

In the event that no senior unsecured rating is available from any of (a) Fitch, (b) S&P, or (c) Moody’s, then the term “Applicable Percentage” shall mean 6.50% for Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans and LMIR Loans and 1.50% for the Commitment Fee. The Applicable Percentage for Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans, LMIR Loans and the Commitment Fee shall be adjusted within three (3) Business Days of (A) Initial Borrower’s receipt of senior unsecured debt ratings from S&P and Moody’s (in addition to Initial Borrower’s current senior unsecured debt rating from Fitch), and (B) a change in such senior unsecured debt ratings.

     “ Asset Based Loans ” shall mean any revolving loan that is secured by a first priority security interest in the related Obligor’s accounts receivable, inventory or equipment, and provides the related Obligor with the option to receive additional borrowings thereunder based on the value of its eligible accounts receivable, inventory or equipment.

     “ Available Asset Coverage Ratio ” shall mean the ratio of (a) the sum of the Initial Borrower’s and its Consolidated Subsidiaries (i) unencumbered and unrestricted cash and Cash Equivalents of the Credit Parties (other than as a result of any Lien granted by any Credit Party to Administrative Agent under the Credit Documents) that is, to the extent required by Section 5.37 , subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of a control agreement in form and substance satisfactory to the Administrative Agent; and (ii) Qualified Available Assets to (b) the sum of, without duplication, (i) the Committed Amount plus (ii) Senior Unsecured Debt of the Initial Borrower and its Consolidated Subsidiaries plus (iii) all Debt outstanding pursuant to each 2009 Debt Issuance.

     “ Available Assets ” means (i) with respect to the calculation of Qualified Available Assets for the purposes of the Available Asset Coverage Ratio, an amount equal to (without duplication) the sum of each of the following unencumbered assets and (ii), in all other contexts, the following unencumbered assets (without duplication) without giving effect to the discount factors specified below:

     (a) 91% of the Book Value of each Investment Loan that is a Risk Rated 1 Investment Loan to a Risk Rated 4 Investment Loan to the extent that such Investment Loan is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; provided that in the event that the Average Portfolio Charged-Off Ratio as determined as of the last day of each calendar month equals or exceeds (i) 12%, the discount factor for such Risk Rated 4 Investment Loans for such calendar month shall be 50% of the Book Value of such Risk Rated 4 Investment Loans or (ii) 14%, the discount factor for such Risk Rated 4 Investment Loans for such calendar month shall be 25% of the Book Value of such Risk Rated 4 Investment Loans, plus

     (b) (1) 50% of the Book Value of each Investment Loan that is a Risk Rated 5 Investment Loan to the extent that such Investment Loan is subject to a

first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus (2) 45.5% of the Book Value of each Investment Loan that is an Asset Based Loan that is a Risk Rated 6 Investment Loan to the extent that such Investment Loan is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; provided that in the event that the Average Portfolio Charged-Off Ratio as determined as of the last day of each calendar month equals or exceeds 12%, the discount factor for such Risk Rated 5 Investment Loans and such Risk Rated 6 Investment Loans for such calendar month shall be 0% of the Book Value of such Investment Loans; plus

     (c) (1) with respect to any CapitalSource Securitization Note, 23% of the par value of such CapitalSource Securitization Note to the extent that (i) such CapitalSource Securitization Note is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement or (ii) a Domestic Securitization Note Subsidiary directly owns such CapitalSource Securitization Note free and clear of all Liens (other than Permitted Liens) and all of the Capital Stock of such Domestic Securitization Note Subsidiary is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus (2) with respect to any CapitalSource Repurchased Securitization Note, the lesser of (A) 45.5% of the par value of such CapitalSource Repurchased Securitization Note and (B) 68% of the cash purchase price paid by Initial Borrower or any Subsidiary for such CapitalSource Repurchased Securitization Note to the extent, in each case, that such CapitalSource Repurchased Securitization Note is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus

     (d) 63.5% of the lower of the fair market value or the Book Value of Investment Grade rated debt securities excluding securities issued by the Borrower, any Subsidiary or any Unrestricted Subsidiary and excluding any securities backed by pools of residential mortgages to the extent that such Investment Grade rated debt securities are subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus

     (e) 72.5% of the Fair Market Value of Real Property Owned to the extent that a Domestic Real Property Owned Subsidiary directly owns such Real Property Owned free and clear of all Liens (other than Permitted Liens) and all of the Capital Stock of such Domestic Real Property Owned Subsidiary is held directly by one or more Credit Parties free and clear of all Liens (other than Permitted Liens) and all such Capital Stock is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus

     (f) 45.5% of the Fair Market Value of Real Property Owned to the extent that a Domestic Real Property Owned Subsidiary directly owns such Real Property Owned free and clear of all Liens (other than Permitted Liens) and all of the Capital Stock of such Domestic Real Property Owned Subsidiary is held and owned directly by a Tier 1 Real Property Intermediate Holdco free and clear of all Liens (other than Permitted Liens) and all Capital Stock of the Tier 1 Real Property Intermediate Holdco is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus

     (g) 27% of the Fair Market Value of Real Property Owned to the extent that a Domestic Real Property Owned Subsidiary directly owns such Real Property Owned free and clear of all Liens (other than Permitted Liens) and all of the Capital Stock of such Domestic Real Property Owned Subsidiary is held and owned directly by an Intermediate Holdco free and clear of all Liens (other than Permitted Liens) and all of the Capital Stock of such Intermediate Holdco is held and owned directly by one or more Tier 2 Real Property Intermediate Holdcos free and clear of all Liens (other than Permitted Liens) and all Capital Stock of each such Tier 2 Real Property Intermediate Holdco is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement (except in the case that such Tier 2 Real Property Intermediate Holdco is CHR, then, at any time on or prior to January 15, 2009, only 97% of all of the Capital Stock of CHR shall be required for purposes of this clause (g) to be subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement); plus

     (h) if, as of any date of determination, the Healthcare REIT is a Healthcare REIT Consolidated Subsidiary and at least 20% of the outstanding Common Equity (determined on a fully-diluted basis) is listed on a U.S. national securities exchange or the NASDAQ Stock Market, then 32% of the Average Stock Price of the Common Equity that, unless a Form U-1 is provided by the Initial Borrower to the Administrative Agent pursuant to Section 5.38 , is not Margin Stock of the Healthcare REIT held by the Credit Parties or their Subsidiaries to the extent that such Common Equity is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus

     (i) if, as of any date of determination, the Healthcare REIT is not a Healthcare REIT Consolidated Subsidiary and more than 50% of the outstanding Common Equity (determined on a fully-diluted basis) is listed on a U.S. national securities exchange or the NASDAQ Stock Market, then 45.5% of the Average Stock Price of the Common Equity that, unless a Form U-1 is provided by the Initial Borrower to the Administrative Agent pursuant to Section 5.38 , is not Margin Stock of the Healthcare REIT held by the Credit Parties or their

Subsidiaries to the extent that such Common Equity is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; plus

     (j) if, as of any date of determination, CapitalSource Bank is a Wholly Owned Subsidiary, 37% of the Tangible Book Value of the common equity of CapitalSource Bank held by the Initial Borrower to the extent that such common equity is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement.

     “ Average Portfolio Charged-Off Ratio ” means the percentage equivalent of a fraction (a) the numerator of which is equal to the sum of the portion of the outstanding balance of all Investment Loans of the Initial Borrower and its Consolidated Subsidiaries that became Charged-Off Investment Loans (net of recoveries) during the preceding 12 months, and (b) the denominator of which is equal to a fraction the numerator of which is the sum of the outstanding balance of all Investment Loans of the Initial Borrower and its Consolidated Subsidiaries at the beginning of each of the preceding 12 months, and the denominator of which is twelve; provided , that , Liquid Real Estate Assets shall not be included in the calculation of the Average Portfolio Charged-Off Ratio.

     “ Average Stock Price ” means the volume weighted average of the closing price per share of the common equity on a U.S. national securities exchange or the NASDAQ Stock Market for the thirty (30) trading days prior to the date of calculation (or, if such shares have been trading for less than thirty (30) days prior to the date of calculation, such shorter period that such shares have been trading), as published on each such day in The Wall Street Journal (National Edition) or, if no such closing price is published in the Wall Street Journal (National Edition), the average of the closing bid and asked prices on each such date, as officially reported on the principal national securities exchange on which the common equity is then listed or admitted to trading.

     “ Bank Acquisition ” means an acquisition permitted hereunder by any Credit Party or a Bank Subsidiary (all of the Capital Stock of which is owned directly by the Initial Borrower) of (a) all of the Capital Stock of a Person that is a regulated depository institution and which becomes a Bank Subsidiary and (b) all or substantially all of the assets of a regulated depository institution.

     “ Bank Holding Company ” has the meaning set forth in Section 2(a) of the Bank Holding Company Act of 1956, as amended (or an successor provision thereof).

     “ Bankruptcy Code ” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101, et. seq.), as amended from time to time.

     “ Bank Subsidiary ” means a Subsidiary that is a regulated depository institution and is so designated by the Initial Borrower in writing to the Administrative Agent. Upon the consummation of the CapitalSource Bank Transaction, each of the CapitalSource Bank Entities that is a regulated depository institution shall automatically become a Bank Subsidiary.

     “ Big 4 Accounting Firm ” shall mean any of the following: PriceWaterhouseCoopers LLP; Deloitte & Touche LLP; Ernst & Young LLP; or KPMG LLP.

     “ Book Value ” means with respect to any asset, the value thereof as the same would be reflected on a consolidated balance sheet of the Initial Borrower and its Consolidated Subsidiaries as at such time in accordance with GAAP.

     “ Borrower ” means each of the Initial Borrower and CSF. If at any time there are Advances Outstanding from both the Initial Borrower and CSF, then the term “Borrower” shall mean the singular and the collective reference to each or all entities constituting or comprising Borrower, as the context may require.

     “ Borrowing Date ” shall mean, in respect of any Loan, the date such Loan is made.

     “ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided , however , that (a) when used in connection with a rate determination, borrowing or payment in respect of any EURIBOR/LIBOR Rate Loan, LMIR Loan or Alternate Base Rate Loan denominated in an Alternative Currency, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in deposits of Dollars or Alternative Currencies, as applicable, in the London interbank market; and (b) when used in connection with a rate determination, borrowing or payment in any Alternative Currency, the term “Business Day” shall also exclude any day on which banks are not open for foreign exchange dealings between banks in the exchange of the home country of such Alternative Currency.

     “ Capital Expenditures ” means for any period the sum of all capital expenditures incurred during such period by the Initial Borrower, its Consolidated Subsidiaries and the CapitalSource Bank Entities, as determined in accordance with GAAP.

     “ Capital Lease ” shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP.

     “ Capitalized Lease Obligation ” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

     “ CapitalSource Bank Acquisition Agreement ” shall mean that certain Purchase and Assumption Agreement dated as of April 13, 2008, by and among the Initial Borrower, CapitalSource TRS Inc., Fremont General Corporation, Fremont General Credit Corporation and Fremont Investment & Loan.

     “ CapitalSource Bank Entities ” shall mean, collectively, (i) the Wholly Owned Subsidiary formed by the Initial Borrower or one of its Wholly Owned Subsidiaries for the purpose of holding the assets acquired in the CapitalSource Bank Transaction and (ii) any Subsidiaries

thereof. For purposes of this definition, the terms Wholly Owned Subsidiary and Subsidiary shall include any Bank Subsidiary (even if such Bank Subsidiary is an Unrestricted Subsidiary).

      “CapitalSource Bank Transaction” shall mean the acquisition by the Initial Borrower of the assets of Fremont Investment & Loan pursuant to the terms of the CapitalSource Bank Acquisition Agreement.

     “ CapitalSource Repurchased Securitization Note ” shall mean any security or note rated at least “BB” by S&P, “Ba2” by Moody’s and “BB” by Fitch issued by CSF, CSM or any subsidiary thereof, pursuant to a Securitization Transaction and which has been repurchased by such issuer or affiliate thereof after its primary issuance.

     “ CapitalSource Securitization Note ” shall mean any security or note rated at least “BB” by S&P, “Ba2” by Moody’s and “BB” by Fitch issued by CSF, CSM or any subsidiary thereof, pursuant to a Securitization Transaction and which has been retained by such issuer or affiliate thereof.

     “ Capital Stock ” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

     “ Cash Collateralized Letters of Credit ” has the meaning set forth in the definition of Permitted Liens.

     “ Cash Equivalents ” means: (i) marketable securities (A) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (B) issued by any agency of the United States government the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after acquisition thereof; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after acquisition thereof and having, at the time of acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that is (A) “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (B) has Tier 1 capital (as defined in such regulations) of not less than $250,000,000, in each case maturing within one year after issuance or acceptance thereof; and (v) shares of any money

market mutual or similar funds that (A) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above, (B) has net assets of not less than $500,000,000 and (C) has the highest rating obtainable from either S&P or Moody’s.

     “ CERCLA ” means the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §9601 et seq. and its implementing regulations and amendments.

     “ CERCLIS ” means the Comprehensive Environmental Response Compensation and Liability Information System established pursuant to CERCLA.

     “ Change of Control ” shall mean (a) any Person or two or more Persons acting in concert shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, or control over, Voting Stock of the Initial Borrower (or other securities convertible into such Voting Stock) representing 33-1/3% or more of the combined voting power of all Voting Stock of the Initial Borrower, (b) the replacement of greater than 50% of the Board of Directors of any Credit Party over a two year period from the directors who constituted the Board of Directors at the beginning of such period, and such replacements shall not have been approved or nominated by a vote of at least a majority of the Board of Directors of such Credit Party then still in office who were either members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved, (c) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of greater than 50% of the value of the assets of the Initial Borrower and its Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), (d) the adoption by the stockholders of the Initial Borrower of a plan or proposal for the liquidation or dissolution of the Initial Borrower, (e) at any time prior to the satisfaction of the Release Condition, the Initial Borrower shall fail to own, directly or indirectly, all of the issued and outstanding Capital Stock of CSF or (f) the occurrence of a change of control or similar term under any documentation entered into with respect to any 2009 Debt Issuance . Notwithstanding the foregoing, solely for the purpose of determining whether there has been a Change of Control pursuant to clause (a) above, any purchase by one or more Excluded Persons which increases any of such Excluded Persons’ direct or indirect ownership interest (whether individually or in the aggregate) in the Voting Stock of the Initial Borrower shall not constitute a Change of Control even if the amount of Voting Stock acquired or controlled by such Excluded Person(s) exceeds (whether individually or in the aggregate) 33-1/3% of the combined voting power of all Voting Stock of the Initial Borrower; provided , however , that for so long as any of such Excluded Persons’ direct or indirect ownership interest in the Voting Stock of the Initial Borrower exceeds (individually or in the aggregate) 33-1/3% of the combined voting power of all Voting Stock of the Initial Borrower, the initiation by the Initial Borrower of any action intended to terminate or having the effect of terminating the registration of its securities under Section 12(g) of the Exchange Act or intended to suspend or having the effect of suspending its obligation to file reports with the U.S. Securities and Exchange Commission under Sections 13 and 15(d) of the Exchange Act, shall constitute a Change of Control. “ Excluded Person ” shall mean each of John Delaney, Farallon Capital Management, LLC, and Madison Dearborn Partners, LLC. As used herein, “beneficial ownership” shall have the

meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act.

     “ Charged-Off Investment Loan ” means any Investment Loan of the Initial Borrower or any of its Consolidated Subsidiaries (or portion thereof deemed to be “charged-off”) as to which any of the following first occurs: (a) the Initial Borrower has determined in accordance with its Credit and Collection Policy that such asset is not collectible, or adequate collateral or other source of payment does not exist to repay the principal due, (b) any principal or interest payments (other than in respect of default rate interest) remain unpaid for at least 180 days from the original due date for such payment, in which case 100% of the asset balance shall be deemed to be “charged-off”, or (c) the Obligor is subject to an Insolvency Event, in which case not less than 50% of the asset balance shall be deemed to be “charged-off”; provided that, solely for the purposes of calculating “Qualified Available Assets”, the definition of Charged-Off Investment Loan shall also include any Investment Loan of the Initial Borrower or any of its Consolidated Subsidiaries (or portion thereof deemed to be “charged-off”) as to which any principal or interest payments remain unpaid for at least ninety (90) days from the original due date for such payment, in which case 50% of the asset balance shall be deemed to be “charged-off” for such purposes.

     “ CHR ” shall mean CapitalSource Healthcare REIT, a Maryland real estate investment trust.

     “ Class of Lenders ” shall mean either the Non-Extending Lenders or the Extending Lenders, as context may require.

     “ Closing Date ” shall mean the date of this Credit Agreement.

     “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor Federal tax code. Any reference to any provision of the Code shall also be deemed to be a reference to any successor provision or provisions thereof.

     “ Collateral ” shall mean a collective reference to the collateral which is identified in, and at any time covered by, the Security Documents and such other collateral in which a security interest is granted in favor of the Agent to secure the Credit Party Obligations.

     “ Collateral Proceeds ” shall mean, without duplication,

     (a) all cash proceeds received in connection with any sale, transfer, conveyance or contribution to any Person (other than to a Credit Party to the extent such sale, transfer, conveyance or contribution is permitted under Section 5.14 ) of any asset, property or investment constituting Collateral owned or held directly by any Credit Party;

     (b) all cash proceeds received in connection with any investment (other than Permitted Distributions) constituting Collateral owned or held directly by any Credit Party (including, without limitation, any cash proceeds received from scheduled principal collections, prepayments, or terminated commitments of any investment or loan, but specifically excluding

proceeds attributable to fees, interest, reimbursements, indemnities and similar proceeds); provided , however , that the term “Collateral Proceeds” shall not include for purposes of this clause (b), any payments of principal received on account of any revolving loan held by any Credit Party without a reduction of the commitment of such Credit Party with respect to such revolving loan;

     (c) (i) the amount of secured debt or leverage obtained by any Credit Party after December 23, 2008 (other than secured Debt from any 2009 Debt Issuance); and (ii) the amount of secured debt or leverage obtained after December 23, 2008 encumbering or secured by any (1) Real Property Owned that is owned or held by a Collateral Real Property Non-Credit Party, (2) CapitalSource Securitization Note that is owned or held by a Collateral Securitization Note Non-Credit Party, or (3) Capital Stock of any Collateral Real Property Non-Credit Party, Real Property Holdco or Collateral Securitization Note Non-Credit Party that, as applicable, owns or holds directly or indirectly Real Property Owned or a CapitalSource Securitization Note;

     (d) all cash proceeds received in connection with any sale, transfer, conveyance or contribution to any Person (other than to a Credit Party to the extent such sale, transfer, conveyance or contribution is permitted under Section 5.14) of any (1) Real Property Owned that is owned or held by a Collateral Real Property Non-Credit Party, (2) CapitalSource Securitization Note that is owned or held by a Collateral Securitization Note Non-Credit Party, (3) Capital Stock of any Collateral Real Property Non-Credit Party, Real Property Holdco, or Collateral Securitization Note Non-Credit Party that, as applicable, owns or holds directly or indirectly Real Property Owned or a CapitalSource Securitization Note, or (4) Capital Stock of a Trust Depositor Subsidiary; and

     (e) all cash proceeds received by any (1) Collateral Real Property Non-Credit Party on account of its investment in Real Property Owned that is owned or held, (2) Real Property Holdco on account of its direct or indirect investment in any Collateral Real Property Non-Credit Party that owns or holds Real Property Owned, or (3) Collateral Securitization Note Non-Credit Party on account of its investment in any CapitalSource Securitization Note that is owned or held.

     “ Collateral Real Property Non-Credit Parties ” shall mean any Domestic Real Property Owned Subsidiary that is not a Credit Party and directly owns Real Property Owned that is included in the calculation of Qualified Available Assets pursuant to clauses (e), (f) or (g) of the definition of Available Assets.

     “ Collateral Securitization Note Non-Credit Parties ” shall mean any Domestic Securitization Note Subsidiary that is not a Credit Party and directly owns a Capital Source Securitization Note that is included in the calculation of Qualified Available Assets pursuant to clause (c) of the definition of Available Assets.

     “ Commitment ” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal amount at any time outstanding up to an amount equal to such Lender’s Commitment Percentage of the Committed Amount as specified

in Schedule 2.1(a) or in the Register, as such amount may be reduced or increased from time to time in accordance with the provisions hereof.

     “ Commitment Fee ” shall have the meaning set forth in Section 2.5(a) .

     “ Commitment Percentage ” shall mean, for each Lender, the percentage identified as its Commitment Percentage on Schedule 2.1(a) or in the Register, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c) or in connection with any reduction in the Committed Amount of such Lender pursuant to Section 2.6 , such modifications to be deemed made on the Transfer Effective Date for such assignment or the date of such reduction in the Committed Amount, as applicable.

     “ Commitment Termination Date ” shall mean (a) March 13, 2010 with respect to the Commitments of, and the Loans held by, the Non-Extending Lenders and (b) the Extending Lender Maturity Date with respect to the Commitments of, and the Loans held by, the Extending Lenders.

     “ Commitment Transfer Supplement ” shall mean a Commitment Transfer Supplement, in substantially the form of Exhibit J .

     “ Committed Amount ” shall have the meaning set forth in Section 2.1(a) .

     “ Common Equity ” means (a) the common equity of the Healthcare REIT and (b) the common equity of the Healthcare REIT that is issuable upon the conversion, exchange, redemption or surrender of the equity interest of any other Healthcare REIT Entity; provided that, at all times, such equity interest of any other Healthcare REIT Entity (i) is immediately, without any condition, restriction, obligation or limitation (other than reasonable notice to the Healthcare REIT), convertible, exchangeable, redeemable or able to be surrendered for common equity of the Healthcare REIT or cash in an amount equal to the fair market value of such common equity, (ii) for the sake of clarity, complies with the requirements specified in the definition of Qualified Available Assets, and (iii) is not subject to impairment in any respect, including, without limitation, in respect of exchange or redemption rights, as a result of a transfer or Lien grant contemplated by the definition of Qualified Available Assets.

     “ Commonly Controlled Entity ” shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414 of the Code.

     “ Compliance Certificate ” shall have the meaning set forth in Section 5.2(a) .

     “ Consolidated Debt ” shall mean as of the date of any determination thereof, the sum of the aggregate unpaid amount of all Debt of the Initial Borrower, its Consolidated Subsidiaries and the CapitalSource Bank Entities determined on a consolidated basis in accordance with GAAP.

     “ Consolidated Subsidiary ” means at any date any Subsidiary the accounts of which, in accordance with GAAP, would be consolidated with those of the Initial Borrower in its consolidated and consolidating financial statements as of such date.

     “ Consolidated Tangible Net Worth ” means, as of any date of determination, the assets less the liabilities of the Initial Borrower, its Consolidated Subsidiaries, the CapitalSource Bank Entities and each Healthcare REIT Consolidated Subsidiary, less intangible assets (including goodwill), less loans or advances to stockholders, directors, officers or employees, plus an amount equal to the lesser of (i) any valuation allowance established in accordance with FAS 109 relating to deferred tax assets and (ii) $270,000,000, all determined in accordance with GAAP; provided , however , that if the Initial Borrower’s financial statements as of such date include goodwill created as a result the CapitalSource Bank Transaction, then all such goodwill in an amount not to exceed $200,000,000 shall be treated as a tangible asset for the purpose of this definition; provided , further , however , that with respect to any Consolidated Subsidiary, CapitalSource Bank Entity or Healthcare REIT Consolidated Subsidiary that all of the shares of Capital Stock are not, directly or indirectly, owned by the Initial Borrower, then, with respect to any such Person, the Consolidated Tangible Net Worth of such Person shall be calculated by multiplying the Consolidated Tangible Net Worth of such Person by the percentage of the aggregate proceeds that would be distributed to Initial Borrower, directly or indirectly, upon the dissolution of such Person.

     “ Contractual Obligation ” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

     “ Controlled Group ” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

     “ Credit and Collection Policy ” means the written credit policies and procedures manual of the Initial Borrower (which policies shall include without limitation policies on loss reserves, due diligence format, underwriting parameters and credit approval procedures) in the form provided to the Lenders prior to the Closing Date and attached hereto as Schedule 4.26 , as it may be amended or supplemented from time to time in accordance with Section 5.30 .

     “ Credit Documents ” shall mean this Credit Agreement, each of the Notes, the Letters of Credit, the LOC Documents, the Guaranty Agreement, any Joinder Agreement, the Security Documents and all other agreements, documents, certificates and instruments delivered to the Administrative Agent or any Lender by any Credit Party in connection therewith (including, without limitation, any joinder to the Security Agreement or the Pledge Agreement but excluding any agreement, document, certificate or instrument related to a Hedging Agreement).

     “ Credit Party ” shall mean any of the Borrower or Guarantors, and “ Credit Parties ” shall mean the Borrower and Guarantors collectively.

     “ Credit Party Obligations ” means all loans, advances, debts, liabilities and obligations, for monetary amounts owing by any Credit Party to the Lenders (including the Issuing Lender) and Administrative Agent, whenever arising, or any of their assigns, as the case may be, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent, and all covenants and duties regarding such amounts, of any kind or nature, present or future, arising under or in respect of any of this Credit Agreement, the Letters of Credit, the Notes, any fee letter (including, without limitation, any commitment letter) delivered in connection with this Credit Agreement or any Credit Document, as amended or supplemented from time to time, whether or not evidenced by any separate note, agreement or other instrument. The term Credit Party Obligations includes, without limitation, all Advances Outstanding, interest (including interest that accrues after the commencement against any Credit Party of any action under the Bankruptcy Code), breakage costs, fees, including, without limitation, any and all arrangement fees, loan fees, facility fees, and any and all other fees, expenses, costs, indemnities, or other sums (including reasonable attorney costs) chargeable to a Credit Party under any of the Credit Documents.

     “ CSI ” CapitalSource International Inc., a Delaware corporation.

     “ Currency ” shall mean Dollars or any Alternative Currency.

     “ Customary Non-Recourse Exclusions ” shall mean usual and customary exceptions and non-recourse carve-outs in non-recourse secured debt financings of real property including, without limitation, exceptions by reason of (i) any fraudulent misrepresentation made by the obligor in or pursuant to any document evidencing any Debt, (ii) any unlawful act on the part of the obligor in respect of the Debt, (iii) any waste or misappropriation of funds by the obligor in contravention of the provisions of the Debt, (iv) customary environmental indemnities associated with the Real Property securing the non-recourse debt financing, (v) voluntary bankruptcy of the obligor under the non-recourse debt financing or (vi) failure of the obligor to comply with applicable special purpose entity covenants, but excluding in each case exceptions by reason of (a) non-payment of the Debt (other than the first debt service payment thereon) incurred in such non-recourse financing, or (b) the failure of the relevant obligor to comply with financial covenants or similar financial requirements. For the avoidance of doubt, in the event the Borrower or any of its Subsidiaries shall become liable for one of the Customary Non-Recourse Exclusions, the guaranty will be included in Senior Unsecured Debt.

     “ Debt ” of any Person means at any date, without duplication (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee under Capital Leases, (e) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance, (f) all obligations of such Person to redeem preferred stock or equity of such Person (whether or not such Person is a corporation), (g) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts which are available to be drawn or have been drawn under a letter of credit or similar instrument, (h) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is

assumed by such Person, (i) all Debt of others guaranteed by such Person, (j) all obligations, direct or indirect (absolute or contingent) of such Person to repurchase property or assets sold or otherwise transferred by such Persons, (k) all indebtedness, obligations or liabilities of that Person in respect of derivatives, determined as of such date on a net mark-to-market basis in accordance with customary market practice, and (l) the principal portion of all obligations of such Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction in each case (i) is considered borrowed money indebtedness for tax purposes, and (ii) is classified as an operating lease under GAAP.

     “ Debt Issuance ” shall mean the issuance of any unsecured debt for borrowed money by the Borrower or any of its Subsidiaries other than (a) Debt issued and outstanding from any 2009 Debt Issuance; and (b) Permitted Unsecured Debt; provided , however , that the term Debt Issuance shall include Permitted Unsecured Debt once (and shall be deemed issued and received when) any of the criteria set forth in the definition of Permitted Unsecured Debt is not satisfied.

     “ Default ” shall mean any of the events specified in Section 7.1 , whether or not any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

     “ Defaulting Lender ” shall mean, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, including the funding of a Participation Interest in accordance with the terms hereof and such default remains uncured, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement and such default remains uncured, or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

     “ Dollar Equivalent ” shall mean, on any day, the spot selling rate at which the Administrative Agent offers to sell such Alternative Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time for delivery two (2) Business Days later.

     “ Dollars ” and “ $ ” shall mean dollars in lawful currency of the United States of America.

     “ Domestic Lending Office ” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office shown on Schedule 9.2 ; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Initial Borrower as the office of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

     “ Domestic Real Property Owned Subsidiary ” means single purpose entity that is a Wholly Owned Subsidiary of the Initial Borrower organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia, created for the sole purpose of, and whose only business shall be, acquiring or owning

Real Property Owned, whether pursuant to a Securitization Transaction or otherwise, and those activities incidental thereto.

     “ Domestic Securitization Note Subsidiary ” means single purpose entity that is a Wholly Owned Subsidiary of the Initial Borrower organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia, created for the sole purpose of, and whose only business shall be, acquiring or owning CapitalSource Securitization Notes, whether pursuant to a Securitization Transaction or otherwise, and those activities incidental thereto.

     “ Domestic Subsidiary ” shall mean any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia.

     “ Environmental Authorizations ” means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Credit Parties or their Subsidiaries required by any Environmental Requirement.

     “ Environmental Laws ” shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other requirement of Applicable Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

     “ Environmental Liability ” means any liability, whether accrued, contingent or otherwise, arising from and in any way associated with any Environmental Requirements.

     “ Environmental Requirements ” means any legal requirement relating to health, safety or the environment and applicable to the Credit Parties, any Subsidiary of the Credit Parties or the Properties, including but not limited to any such requirement under CERCLA or similar state legislation and all federal, state and local laws, ordinances, regulations, orders, writs, decrees and common law.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor law. Any reference to any provision of ERISA shall also be deemed to be a reference to any successor provision or provisions thereof.

     “ EURIBOR ” means, in relation to any Loan to be advanced to, or owing by, any Borrower hereunder in Euro and any Interest Period relating thereto:

     (a) The percentage rate per annum equal to the offered quotation which appears on the Screen for a duration equal to or comparable to the duration of such Interest Period at or about 11.00 a.m. (Brussels time) two Business Days prior to such Interest Period; or

     (b) If no quotation for Euro for the relevant Interest Period is displayed and the Agent has not selected an alternative service on which a quotation is displayed, the rate offered by the principal London office of the Administrative Agent to leading banks in immediately available funds in the European interbank market at approximately 11:00 a.m., Brussels time two Business Days prior to such Interest Period.

     “ EURIBOR/LIBOR Lending Office ” shall mean, initially, the office of each Lender designated as such Lender’s EURIBOR/LIBOR Lending Office shown on Schedule 9.2 ; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Initial Borrower as the office of such Lender at which the EURIBOR/LIBOR Rate Loans of such Lender are to be made.

     “ EURIBOR/LIBOR Rate Loan ” shall mean: (a) in the case of Loans denominated in any Currency (other than Euro), any such Loan during any period in which it bears interest at a rate based upon the LIBOR Rate; and (b) in the case of Loans denominated in Euro, any such Loan during any period in which it bears interest at a rate based upon the EURIBOR.

     “ Eurocurrency Reserve Percentage ” shall mean for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

     “ Euro ” shall mean the lawful currency of the Participating Member States.

     “ Event of Default ” shall mean any of the events specified in Section 7.1 ; provided , however , that any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

     “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

     “ Existing Letters of Credit ” shall have the meaning set forth in Section 2.3(i) .

     “ Extension of Credit ” shall mean, as to any Lender, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender.

     “ Extending Event ” shall mean the occurrence of any of the following events:

     (a) on or before July 31, 2009, the Committed Amount of the Extending Lenders is reduced in accordance with Section 2.6(b) by an amount equal to at least $200,000,000 from Free Cash Flow or from one or more 2009 Equity Issuance(s) and the Borrower pays or prepays the Revolving Loans and the Swingline Loans of the Extending Lenders as provided in Section 2.6(b) ; provided that no Event of Default is in existence at any time from the effective date of Amendment

No. 8 through the date of such Extending Event (that is not cured or waived prior to the end of such period) and no secured 2009 Debt Issuance is consummated on or prior to July 31, 2009; or

     (b) (i) on or before July 31, 2009, the Committed Amount of the Extending Lenders is reduced in accordance with Section 2.6(b) by an amount equal to at least $100,000,000 from Free Cash Flow, one or more 2009 Equity Issuance(s) or 2009 Debt Issuance(s) and the Borrower pays or prepays the Revolving Loans and the Swingline Loans of the Extending Lenders as provided in Section 2.6(b) and (ii) on or before September 30, 2009, the Committed Amount of the Extending Lenders is reduced in accordance with Section 2.6(b) by an amount equal to at least $200,000,000 (including any amounts paid down pursuant to clause (i) of this subsection (b)) from Free Cash Flow, one or more 2009 Equity Issuance(s) or 2009 Debt Issuance(s) and the Borrower pays or prepays the Revolving Loans and the Swingline Loans of the Extending Lenders as provided in Section 2.6(b) ; provided that if any secured 2009 Debt Issuance is consummated on or before September 30, 2009 then such amount shall be at least $300,000,000 (including any amounts paid down pursuant to clause (i) of this subsection (b)) and; provided further , that no Event of Default is in existence at any time from the effective date of Amendment No. 8 through the date of such Extending Event (that is not cured or waived prior to the end of such period).

     “ Extending Lender Maturity Date ” shall mean March 13, 2010; provided , however , that if the Extending Event occurs, the term “Extending Lender Maturity Date” shall mean March 31, 2012.

     “ Extending Lenders ” shall mean each Lender that executes Amendment No. 8 to this Credit Agreement (and their respective successors and assigns); provided , however , that any Person that is an Extending Lender shall be deemed a Non-Extending Lender solely with respect to the Loans and Commitments acquired by such Person after the effective date of Amendment No. 8 to this Credit Agreement from a Person that is a Non-Extending Lender.

     “ Facility Extension Request ” shall have the meaning set forth in Section 2.20 .

     “ Fair Market Value ” shall mean with respect to Real Property Owned the “as is” appraised value of the Real Property Owned, provided that in no event shall the Fair Market Value of Real Property Owned be greater than the purchase price of the Real Property Owned.

     “ Federal Funds Effective Rate ” shall have the meaning set forth in the definition of “Alternate Base Rate”.

     “ First Tier Domestic Subsidiary ” shall mean a Domestic Subsidiary whose Capital Stock is directly owned by the Initial Borrower.

     “ First Tier Foreign Subsidiary ” shall mean a Subsidiary that is not a Domestic Subsidiary and whose Capital Stock is directly owned by the Initial Borrower.

     “ Fiscal Month ” means any fiscal month of the Initial Borrower.

     “ Fiscal Quarter ” means any fiscal quarter of the Initial Borrower.

     “ Fiscal Year ” means the fiscal year of the Initial Borrower for accounting purposes ending on December 31 of each calendar year and when preceded or followed by the designation of a calendar year (e.g. 2006 Fiscal Year means the Fiscal Year of the Initial Borrower ending on December 31 of such designated calendar year).

     “ Fitch ” means Fitch, Inc. or any successor thereto.

     “ Foreign Currency Equivalent ” shall mean, on any day, with respect to any amount in Dollars, the amount of Alternative Currency that would be required to purchase such amount of Dollars on such day, based on the rate appearing on the relevant display on the Reuters Monitor Money Rate Service for the sale of Dollars for such Alternative Currency in the London foreign exchange market at approximately 11:00 a.m. London time for delivery two (2) Business Days later, or, if not available, the spot selling rate at which the Administrative Agent offers to sell Dollars for such Alternative Currency in the London foreign exchange market at approximately 11:00 a.m., London time for delivery two (2) Business Days later.

     “ Free Cash Flow ” shall mean all unencumbered and unrestricted cash of the Credit Parties (other than as a result of any Lien granted by any Credit Party to Administrative Agent under the Credit Documents) that does not consist of, and was not generated or derived from, any Collateral Proceeds that are required to be applied to reduce the Committed Amount as provided in Section 2.6(b) , issuance of any Debt or 2009 Equity Issuance by any Credit Party or any of its Subsidiaries that is required to be applied to reduce the Committed Amount as provided in Section 2.6(b) , or any other matter or source required to be applied to reduce the Committed Amount pursuant to Section 2.6(b) hereof.

     “ Fronting Fee ” shall have the meaning set forth in Section 2.5(b) .

     “ GAAP ” shall mean, except as provided in Section 1.3 , generally accepted accounting principles in effect as of any date of determination in the United States of America applied on a consistent basis.

     “ Government Acts ” shall have the meaning set forth in Section 2.19.

     “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court or arbitrator and any accounting board or authority (whether or not a part of the government) which is responsible for the establishment or interpretation of national or international accounting principles.

     “ Guarantor ” shall have the meaning set forth in the first paragraph of this Credit Agreement, and shall also include CSI so long as the Guaranty Agreement is in effect; provided , however , that for purposes of Article X the term “Guarantor” shall not include CSI.

     “ Guaranty ” shall mean the guaranty of the Guarantors set forth in Article X .

     “ Guaranty Agreement ” shall mean that certain Guaranty Agreement, dated as of December 20, 2006, made by and among the Initial Borrower, CSI and the Agent for the benefit each of the Lenders, as amended, modified or supplemented from time to time.

     “ Hazardous Materials ” includes, without limitation, (a) solid or hazardous waste, as defined in the Resource Conservation and Recovery Act of 1980, 42 U.S.C. §6901 et seq. and its implementing regulations and amendments, or in any applicable state or local law or regulation, (b) any “hazardous substance”, “pollutant” or “contaminant”, as defined in CERCLA, or in any applicable state or local law or regulation, (c) gasoline, or any other petroleum product or by-product, including crude oil or any fraction thereof, (d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or in any applicable state or local law or regulation, and (e) insecticides, fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in any applicable state or local law or regulation, as each such act, statute or regulation may be amended from time to time.

     “ Healthcare REIT ” shall mean the REIT resulting from the consummation of a spin-off, initial public offering, merger or other corporate transaction of the healthcare net-lease business of the Initial Borrower and its Subsidiaries after which the shares of such REIT (or its successor) are listed on a U.S. national securities exchange or the NASDAQ Stock Market.

     “ Healthcare REIT Consolidated Subsidiary ” means at any date any Healthcare REIT Entity, if such Healthcare REIT Entity’s accounts, in accordance with GAAP, would be consolidated with those of the Initial Borrower in its consolidated and consolidating financial statements as of such date.

     “ Healthcare REIT Entities ” shall mean the Healthcare REIT and its Subsidiaries, as well as any direct or indirect Subsidiaries of the Initial Borrower that are formed for the sole purpose of establishing, structuring or capitalizing the Healthcare REIT.

     “ Hedging Agreement ” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, commodity purchase or option agreements or other interest or exchange rate hedging agreements.

     “ HY Debt Documents ” shall mean (i) the HY Indenture, (ii) the notes issued under the HY Indenture by the Initial Borrower in favor of the noteholders and (iii) all other documents, instruments and agreements executed or delivered in connection therewith.

     “ HY Indenture ” shall mean an indenture by and between the Initial Borrower and the HY Trustee in connection with a 2009 Debt Issuance.

     “ HY Intercompany Notes ” shall mean the notes issued by certain Credit Parties to the Initial Borrower, in form and substance satisfactory to the Agent.

     “ HY Intercreditor Agreement ” shall have the meaning set forth in clause (xvi) of the definition of Permitted Liens.

     “ HY Trustee ” shall mean U.S. Bank, National Association, as trustee for the holders of Debt under the HY Debt Documents.

     “ Impacted Lender ” shall mean a Defaulting Lender or a Lender as to which (a) the Issuing Lender has a good faith belief that the Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, or (b) an entity that controls the Lender has been deemed insolvent or become subject to a bankruptcy or similar proceeding. As used in the foregoing sentence, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

     “ Initial Borrower ” means CapitalSource Inc., a Delaware corporation.

     “ Insolvency ” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

     “ Insolvency Event ” means with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days, or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

     “ Insolvency Laws ” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

     “ Insolvency Proceeding ” means any case, action or proceeding before any court or Governmental Authority relating to an Insolvency Event.

     “ Interest Payment Date ” shall mean (a) as to any Alternate Base Rate Loan or LMIR Loan, the first day of each April, July, October and January and on March 13, 2010 and the Extending Lender Maturity Date, (b) as to any EURIBOR/LIBOR Rate Loan having an Interest

Period of three (3) months or less, the last day of such Interest Period, and (c) as to any EURIBOR/LIBOR Rate Loan having an Interest Period longer than three (3) months, (i) each three (3) month anniversary following the first day of such Interest Period, and (ii) the last day of such Interest Period.

     “ Interest Period ” shall mean, with respect to any EURIBOR/LIBOR Rate Loan,

     (a) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such EURIBOR/LIBOR Rate Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as selected by the Borrower in the Notice of Borrowing or Notice of Conversion given with respect thereto; and

     (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such EURIBOR/LIBOR Rate Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three (3) Business Days prior to the last day of the then current Interest Period with respect thereto; provided that the foregoing provisions are subject to the following:

          (i) if any Interest Period pertaining to a EURIBOR/LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

          (ii) any Interest Period pertaining to a EURIBOR/LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month;

          (iii) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected an Alternate Base Rate Loan to replace the affected EURIBOR/LIBOR Rate Loan;

          (iv) any Interest Period in respect of any Loan that would otherwise extend beyond the Commitment Termination Date shall end on the Commitment Termination Date;

          (v) no more than ten EURIBOR/LIBOR Rate Loans may be in effect at any time. For purposes hereof, EURIBOR/LIBOR Rate Loans with different Interest Periods shall be considered as separate EURIBOR/LIBOR Rate Loans, even if they shall begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new EURIBOR/LIBOR Rate Loan with a single Interest Period.

Notwithstanding the foregoing, any Interest Period entered into prior to March 13, 2010 shall end on March 13, 2010 and shall be subject to Section 2.17 .

     “ Intermediate Holdco ” shall mean a Wholly Owned Subsidiary:

     (a) that owns and holds directly, free and clear of all Liens (other than Permitted Liens), Capital Stock of a Domestic Real Property Owned Subsidiary that directly owns Real Property Owned free and clear of all Liens (other than Permitted Liens); and

     (b) that does not have any liabilities (other than immaterial liabilities incidental to its business), debt or engage in any operations or business (other than the ownership of equity interests in other Persons) and none of the assets of, or equity of or in, such Wholly Owned Subsidiary is subject to a Lien or other encumbrance.

     “ Investment ” means any investment in any Person, whether by means of purchase or acquisition of obligations or securities of such Person, capital contribution to such Person, loan or advance to such Person, making of a time deposit with such Person, guarantee or assumption of any obligation of such Person or otherwise.

     “ Investment Company Act ” means the Investment Company Act of 1940, as amended, and all rules and regulations promulgated thereunder.

     “ Investment Grade ” shall mean an S&P rating of “BBB-” or better, a Fitch rating of “BBB-” or better, or a Moody’s rating of “Baa3” or better.

     “ Investment Loan ” means any senior or subordinated loan (including letters of credit issued under such loan) or lease (a) arising from the extension of credit to an Obligor by the Initial Borrower or a Consolidated Subsidiary (excluding an Unrestricted Subsidiary) in the ordinary course of business, (b) originated in accordance with the policies and procedures set forth in the Credit and Collection Policy, and (c) good and marketable title to which is owned by Initial Borrower or a Consolidated Subsidiary.

     “ Investment Loan Subsidiary ” shall mean any Person that becomes a Subsidiary as a result of the exercise of remedies by the Initial Borrower or any Consolidated Subsidiary under any Investment Loan.

     “ Investments in Equity Instruments ” means each Investment, that is made in accordance with the policies and procedures set forth in the Credit and Collection Policy, owned by the Initial Borrower or any Consolidated Subsidiary (excluding an Unrestricted Subsidiary) in (a) common stock, partnership interests or membership interests of any Person and that is classified as “Common Stock,” “Partnership Units” or “Membership Units” on the consolidated schedule of investments of the Initial Borrower for the then most recently ended Fiscal Quarter, (b) preferred stock (other than redeemable preferred stock) of any Person and that is classified as “Preferred Stock’ on the consolidated schedule of investments of the Initial Borrower for the then most recently ended Fiscal Quarter, (c) redeemable preferred stock of any Person and that is

classified as “Redeemable Preferred Stock” on the consolidated schedule of investments of the Initial Borrower for the then most recently ended Fiscal Quarter, and (d) warrants to purchase common stock, partnership interests or membership interests of any Person and that is classified as “Common Stock Warrants,” “Partnership Unit Warrants” or “Membership Unit Warrants” on the consolidated schedule of investments of the Initial Borrower for the then most recently ended Fiscal Quarter.

     “ Issuing Lender ” shall mean Bank of America, N.A., Wachovia and any other consenting Lender in their capacity as such designated by the Initial Borrower with the consent of the Administrative Agent.

     “ Issuing Lender Fees ” shall have the meaning set forth in Section 2.5(c) .

     “ Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Exhibit N executed and delivered by an Additional Credit Party in accordance with the provisions of Section 5.9 .

     “ Judgment Currency ” shall have the meaning set forth in Section 9.19(b) .

     “ Lender ” shall have the meaning set forth in the first paragraph of this Credit Agreement (and, for the avoidance of doubt, shall include each Extending Lender and Non-Extending Lender; provided , however , that the term “Lender” shall not include Non-Extending Lenders on and after the date on which the Commitments of the Non-Extending Lenders have terminated and the Credit Party Obligations of the Non-Extending Lenders have been paid in full (other than unasserted contingent indemnification obligations)).

     “ Letters of Credit ” shall mean any letter of credit issued by the Issuing Lender pursuant to the terms hereof as such letter of credit may be amended, modified, extended, renewed or replaced from time to time.

     “ Letter of Credit Fee ” shall have the meaning set forth in Section 2.5(b) .

     “ LIBOR ” means, in relation to any Loan other than an Alternate Base Rate Loan, to be advanced to, or owing by, any Borrower hereunder in any Currency (other than Euro) and any Interest Period relating thereto the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on the Screen as the London interbank offered rate for deposits in such Currency at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If, for any reason, such rate is not available with respect to amounts denominated in such Currency on the Screen, then “LIBOR” shall mean (with respect to amounts denominated in such Currency) the rate per annum at which deposits in such Currency in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected, as determined by the Administrative Agent.

     “ LIBOR Market Index Rate ” means, for any day, the one-month LIBOR Rate for Dollar deposits as reported on the Telerate Service, Telerate Page 3750 as of 11:00 A.M., London time, on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Swingline Lender from another recognized source for interbank quotation).

     “ LIBOR Rate ” for any Loan other than an Alternate Base Rate Loan, in any Currency (other than Euro), shall mean a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

     “ Lien ” means, with respect to any asset, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, preferential arrangement constituting a security interest or encumbrance or encumbrance of any kind in respect of such asset to secure or assure payment of a Debt or a Guarantee, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing. An asset shall be deemed to be subject to a Lien if such asset is held by a special purpose entity (including any SPE Subsidiary) and the equity interests of such entity are themselves subject to a Lien. For the purposes of this Credit Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

     “ Liquid Real Estate Assets ” means (a) residential mortgage-backed securities that (i) have a rating of not less than “AA” by S&P/Fitch and “Aa2” by Moody’s, (ii) are purchased by Initial Borrower or its Consolidated Subsidiaries solely to meet REIT asset and income tests, and (iii) are leveraged through debt facilities utilizing leverage greater than 12 times the amount of equity investment in such Liquid Real Estate Assets and (b) residential mortgage whole loan purchases made by the Initial Borrower or its Consolidated Subsidiaries solely to meet REIT asset and income tests, all in accordance with the Residential Mortgage Policies and Procedures.

     “ LMIR Loan ” means a Swingline Loan, or portion thereof, during any period in which it bears interest at a rate based upon the LIBOR Market Index Rate.

     “ Loan ” shall mean a Revolving Loan or a Swingline Loan, as appropriate.

     “ LOC Commitment ” shall mean the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Lender that has a Commitment, the commitment of such Lender to purchase participation interests in the Letters of Credit in an amount equal to such Lender’s Commitment Percentage of LOC Committed Amount, as such amount may be reduced or increased from time to time in accordance with the provisions hereof.

     “ LOC Committed Amount ” shall mean $80,000,000; provided , however , that notwithstanding the foregoing, when the aggregate Committed Amount is less than or equal to

(a) $300,000,000, the term “LOC Committed Amount” shall mean $60,000,000 and (b) $100,000,000, the term “LOC Committed Amount” shall mean $20,000,000.

     “ LOC Documents ” shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned, or (b) any collateral security for such obligations.

     “ LOC Obligations ” shall mean, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit, plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

     “ Lockbox Agreement ” shall mean that certain Fourth Amended and Restated Intercreditor and Lockbox Administration Agreement, dated as of June 30, 2005, by and among Bank of America, N.A., the financing agents party thereto, CSF and Capital Source Funding Inc., as such agreement is amended, amended and restated, supplemented or modified from time to time.

     “ Majority Extending Lenders ” shall mean the Extending Lenders holding in the aggregate more than 50% of the sum of all Loans and LOC Obligations of the Extending Lenders then outstanding at such time plus the aggregate unused Commitments of the Extending Lenders at such time (treating for purposes hereof in the case of (i) LOC Obligations and the Issuing Lender, only the portion of the LOC Obligations of the Issuing Lender which are not subject to the Participation Interests of the other Extending Lenders, (ii) the Swingline Loans and the Swingline Lender, only the portion of the Swingline Loans of the Swingline Lender which are not subject to the Participation Interests of the other Extending Lenders and (iii) Extending Lenders other than the Issuing Lender and the Swingline Lender, the Participation Interests of such Extending Lenders in LOC Obligations and Swingline Loans hereunder, in each case, as direct obligations).

     “ Mandatory Cost Rate ” shall mean the percentage rate per annum calculated in accordance with and in the manner set forth in Exhibit O .

     “ Mandatory LOC Borrowing ” shall have the meaning set forth in Section 2.3(e) .

     “ Mandatory Reduction Payment Date ” shall have the meaning set forth in Section 2.6(b)(i) .

     “ Mandatory Swingline Borrowing ” shall have the meaning set forth in Section 2.4(b)(ii) .

     “ Margin Stock ” means “margin stock” as defined in Regulations T, U or X of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations issued thereunder.

     “ Material Adverse Change ” means the occurrence of a Material Adverse Effect.

     “ Material Adverse Effect ” means with respect to any event or circumstance, a material adverse effect on (a) the business, financial condition, operations, performance or properties of the Borrower and its Subsidiaries, taken as a whole, (b) the validity, enforceability or collectibility of this Credit Agreement or any other Credit Document, (c) the rights and remedies of the Administrative Agent or any Lender under this Credit Agreement or any Credit Document, (d) the ability of the Borrower and its Subsidiaries, taken as a whole, to perform its obligations under this Credit Agreement or any other Credit Document, or (e) the enforceability or priority of the Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of the Credit Parties.

     “ Material Contract ” shall mean (a) any contract or other agreement of the Initial Borrower or any of its Subsidiaries listed by the Initial Borrower as a “material contract” in its public filings with the SEC, and (b) any other written contract, agreement, permit or license, of the Borrower or any of its Subsidiaries the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

     “ Monthly Report ” has the meaning set forth in Section 5.2(b) .

     “ Moody’s ” means Moody’s Investors Service, Inc., or any successor thereto.

     “ Most Favored Provisions ” has the meaning set forth in Section 9.21 .

     “ Multiemployer Plan ” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

     “ National Currency ” shall mean the currency, other than Euro, of a member state of the European Union.

     “ Net Proceeds of Capital Stock/Conversion of Debt ” means any and all proceeds (whether cash or non-cash) or other consideration received by the Initial Borrower, its Consolidated Subsidiaries or the CapitalSource Bank Entities, on a consolidated basis, in respect of the issuance of Capital Stock to a Person other than the Initial Borrower or its Consolidated Subsidiaries (including, without limitation, the aggregate amount of any and all Debt converted into Capital Stock), after deducting therefrom all reasonable and customary costs and expenses incurred by the Initial Borrower, such Consolidated Subsidiary and CapitalSource Bank Entity in connection with the issuance of such Capital Stock in each case to the extent classified as equity on the consolidated balance sheet of the Initial Borrower, its Consolidated Subsidiaries and the CapitalSource Bank Entities; provided , however , that such proceeds shall exclude any consideration received in connection with an initial public offering of the Healthcare REIT.

     “ Non-Extending Lenders ” shall mean each Lender that does not execute Amendment No. 8 to this Credit Agreement (and their respective successors and assigns); provided , however , that any Person that is a Non-Extending Lender shall be deemed an Extending Lender solely with respect to the Loans and Commitments acquired by such Person after the effective date of Amendment No. 8 to this Credit Agreement from a Person that is an Extending Lender.

     “ Note ” or “ Notes ” shall mean the Revolving Notes, and/or the Swingline Note, collectively, separately or individually, as appropriate.

     “ Notice of Borrowing ” shall mean a request for a Revolving Loan borrowing pursuant to Section 2.1(b)(i) .

     “ Notice of Conversion ” shall mean the written notice of extension or conversion as referenced and defined in Section 2.10(a) .

     “ Notice of Swingline Borrowing ” shall mean a request for a Swingline Loan borrowing pursuant to Section 2.4(b)(i) .

     “ Obligor ” means with respect to any Investment, the Person or Persons obligated to make payments pursuant to such Investment or in the case of Investments in Equity, the issuer of such equity, including any guarantor thereof.

     “ OFAC ” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

     “ OREO Property ” shall mean real property, securing an Investment, that has been acquired by the Initial Borrower or an Affiliate of the Initial Borrower through foreclosure or a deed in lieu of foreclosure.

     “ Other Parties ” shall have the meaning set forth in Section 10.7(c) .

     “ Participant ” shall have the meaning set forth in Section 9.6(b) .

     “ Participating Member State ” shall mean any member state of the European Union that adopts or has adopted Euro as its lawful currency in accordance with legislation of the European Union relating to the European Economic and Monetary Union.

     “ Participation Interest ” shall mean a participation interest purchased by (a) a Lender in LOC Obligations as provided in Section 2.3(c) , or (b) a participation interest purchased by a Lender in Swingline Loans as provided in Section 2.4 .

     “ PATRIOT Act ” shall have the meaning set forth in Section 9.18 .

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “ Permitted CHR Preferred Stock ” shall mean up to 125 shares of Series A Cumulative Non-Voting Preferred Shares, $0.01 par value per share, of CHR; provided that (a) such shares have no voting rights, and (b) the aggregate liquidation preference for such shares shall not at any time exceed $125,000 plus accrued and unpaid dividends thereon plus the applicable redemption premium (which in no event shall exceed, for all such shares collectively, an aggregate amount equal to $25,000).

     “ Permitted Country ” means each of Australia, Austria, Belgium, Canada, China, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, Portugal, Spain, Sweden, Switzerland, The Netherlands, The United Kingdom or the United States of America.

     “ Permitted Distributions ” means (a) all cash dividends or other distributions made to the Borrower or any Subsidiary on account of the Capital Stock owned by such Person in a Subsidiary, or (b) the repayment of intercompany indebtedness (other than the HY Intercompany Note) (for the avoidance of doubt, intercompany debt shall not include any CapitalSource Securitization Note), in each case which is permitted under this Agreement.

     “ Permitted Liens ” shall mean:

     (i) Liens held by Agent to secure the Credit Party Obligations;

     (ii) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Credit Party in conformity with GAAP;

     (iii) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings;

     (iv) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

     (v) easements, rights of way, restrictions and other similar encumbrances affecting real property which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

     (vi) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent (A) incurred in connection with the maintenance of such deposit accounts in the ordinary course of business or (B) provided for in the Lockbox Agreement or any control agreement, in form and substance satisfactory to the Administrative Agent, executed pursuant to the Credit Documents; and

     (vii) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness (including Capitalized Lease Obligations) and so long as (a) such Lien attaches only to the asset purchased or acquired or leased, accessions to such property and the proceeds thereof, and (b) such Lien only secures the Debt that was incurred to acquire the asset purchased or acquired;

     (viii) deposits to secure (a) the performance of tenders, bids, trade contracts, licenses and leases, statutory obligations, and other obligations of a like nature incurred in the ordinary course of business and consistent with past practices and not in connection with the borrowing of money, or (b) indemnification obligations entered into in the ordinary course of business consistent with past practice relating to any disposition permitted hereunder;

     (ix) Liens securing judgments, awards or orders for the payment of money that do not constitute an Event of Default pursuant to Section 7.1(g);

     (x) ground leases with respect to real property owned or leased by the Borrower or any Subsidiary not interfering in any material respect with the business of the Borrower or any Subsidiary;

     (xi) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;

     (xii) Liens deemed to exist in connection with investments in repurchase agreements entered into in the ordinary course of business consistent with past practice;

     (xiii) Liens existing on the date hereof and listed on Schedule P-1 and any renewals or extensions thereof, provided that any renewal or extension of the obligations secured or benefited thereby is permitted by this Agreement and the other Credit Documents and so long as the replacement Lien only encumbers the assets that secured the original obligation;

     (xiv) earn-out or similar obligations issued in connection with an acquisition otherwise permitted hereunder (to the extent such earn-out or similar obligation is unsecured but deemed a Lien);

     (xv) Liens on cash collateral securing letters of credit issued on behalf of Obligors, in the ordinary course of business and consistent with past practice, pursuant to any Investment Loan in existence on December 23, 2008 that is part of the Collateral and is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement; provided that (a) the amount of the obligations being cash collateralized is not less than the amount of the cash collateral, (b) such Lien does not attach to any other asset of any Credit Party or any Subsidiary, and (c) the aggregate amount of all of the outstanding obligations secured by all such Liens does not exceed $25,000,000 at any time plus the amount of such obligations that are non-recourse in any respect to any Credit Party or Subsidiary (“ Cash Collateralized Letters of Credit ”);

     (xvi) Liens in and to the collateral to secure the Debt and other obligations owing in respect of the 2009 Debt Issuance; provided , that, such Liens (a) do not cover or attach to any asset that is not part of the Collateral other than the HY Intercompany Notes and (b) are subject to an intercreditor agreement, in form and substance satisfactory to the Administrative Agent in its sole and absolute discretion (the “ HY Intercreditor Agreement ”), providing, among other things, that (i) such Liens are pari passu with the Liens securing the Credit Party Obligations, (ii) all proceeds from the sale of Collateral shall be shared by the Lenders and the holders of Debt issued under the HY Debt Documents on a pari passu basis after an event of default has occurred under the Security Agreement and (iii) the right of the holders of Debt issued under the HY Debt Documents to pursue collateral remedies on account of any default shall be subject to a standstill period approved by the Agent;

     (xvii) Liens in and to the collateral to secure the Debt and other obligations owing in respect of the HY Intercompany Notes; provided , that, such Liens do not cover or attach to any asset that is not part of the Collateral; and

     (xviii) other Liens so long as (a) any Debt secured thereby does not constitute Debt for borrowed money and (b) does not exceed $250,000 in the aggregate at any time outstanding.

     “ Permitted Lines of Business ” shall mean the line or lines of business conducted by the Initial Borrower and its Subsidiaries on the Closing Date (including, among other things, the lines of business contemplated for a Bank Subsidiary, investment management business, financial services business, the loan servicing business, commercial lending business, real estate investment business and mortgage lending business).

     “ Permitted Purchase Money Indebtedness ” means, as of any date of determination, Purchase Money Indebtedness in an aggregate principal amount outstanding at any one time not in excess of $2,000,000.

     “ Permitted Unsecured Debt ” shall mean all outstanding senior unsecured debt for borrowed money issued by the Initial Borrower; provided that, at all times, it satisfies each of the following criteria:

     (a) the outstanding aggregate principal balance of such debt does not exceed the prescribed limits established by the TLGP and is less than $320,000,000;

     (b) such debt is fully guaranteed by the Federal Deposit Insurance Company pursuant to the TLGP;

     (c) the TLGP prohibits the Initial Borrower from using the proceeds of such debt to prepay the Credit Party Obligations; and

     (d) such debt otherwise satisfies all of the criteria established by the TLGP.

     “ Person ” means an individual, a corporation, a limited liability company, a partnership (including without limitation, a joint venture), an unincorporated association, a trust or any other

entity or organization, including, but not limited to, a government or political subdivision or an agency or instrumentality thereof.

     “ Plan ” means at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (a) maintained by a member of the Controlled Group for employees of any member of the Controlled Group, or (b) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five (5) plan years made contributions.

     “ Pledge Agreement ” shall mean the Pledge Agreement executed by each of the Credit Parties in favor of the Administrative Agent, as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

     “ Portfolio Investments ” means Investments made by the Initial Borrower or a Consolidated Subsidiary in the ordinary course of business and consistently with practices existing on the date hereof in a Person that is accounted for under GAAP as a portfolio investment of the Initial Borrower or a Consolidated Subsidiary.

     “ Pounds Sterling ” shall mean the lawful currency of the United Kingdom.

     “ Prime Rate ” shall have the meaning set forth in the definition of Alternate Base Rate.

     “ Prohibited Stock ” means any Capital Stock that by its terms is mandatorily redeemable on or before a date that is less than 90 days after March 31, 2012, or, on or before the date that is less than 90 days after March 31, 2012, is redeemable at the option of the holder thereof for cash or assets or securities; provided , however , that for the purposes of the definition of 2009 Equity Issuance, “Prohibited Stock” shall mean any Capital Stock that by its terms is mandatorily redeemable on or before March 31, 2013, or, on or before March 31, 2013, is redeemable at the option of the holder thereof for cash or assets or securities.

     “ Properties ” means all real property owned, leased or otherwise used or occupied by any Credit Party or any Subsidiary of a Credit Party, wherever located.

     “ Purchase Money Indebtedness ” means Debt (other than the Credit Party Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 90 days after, the acquisition, construction or improvement of any capital asset or fixed asset for the purpose of financing all or any part of the acquisition cost thereof.

     “ Purchasing Lender ” shall have the meaning set forth in Section 9.6(c) .

     “ Qualified Available Assets ” shall mean Available Assets (a) good and marketable title to which is 100% owned directly by a Credit Party (or directly by (x) a Collateral Real Property Non-Credit Party in the case of Real Property Owned that is located in the United States or (y) a Collateral Securitization Note Non-Credit Party in the case of CapitalSource Securitization

Note), (b) free and clear of any Lien or encumbrance of any Person (other than Permitted Liens), (c) that are not the subject of a contractual or other prohibition or restraint (exclusive of (x) in the case of Real Property Owned by Subsidiaries of Healthcare REIT, restraints that in the reasonable opinion of counsel are advisable for such Subsidiary to avoid material tax liabilities as a result of its failure to comply with its tax status as a REIT and (y) in the case of any CapitalSource Securitization Note held by a Collateral Securitization Note Non-Credit Party, restrictions imposed by any sale agreement or related agreement on the creation of Liens in a Securitization Transaction, so long as such restrictions are substantially similar to those contained in the documentation for any Securitization Transaction entered into prior to December 23, 2008 or otherwise permitted pursuant to Section 5.36(iv)(B) ) that, directly or indirectly, prohibits or restrains or has the effect of prohibiting or restraining (i) any Credit Party or other Person from transferring the Available Assets to any Credit Party, or (ii) any Credit Party or other Person from granting the Administrative Agent and Lenders a Lien on such Available Assets, (d) originated or acquired without any fraud or material misrepresentation, and (e) in material compliance with all Applicable Laws; provided , however , that in no event shall any Charged-Off Investment Loan be a Qualified Available Asset.

     “ Real Estate Loans ” shall mean any loan that is an extension of credit fully secured by and underwritten to the value of the related Obligor’s interest in real property.

     “ Real Property Holdcos ” shall mean each Intermediate Holdco, Tier 1 Real Property Intermediate Holdco and Tier 2 Real Property Intermediate Holdco.

     “ Real Property Owned ” shall mean any real property owned in fee simple by the Initial Borrower or a Consolidated Subsidiary of the Initial Borrower; provided , however , that such term shall not include OREO Properties.

     “ Reduction Event Proceeds ” shall have the meaning set forth in Section 2.6(b)(i) .

     “ Register ” shall have the meaning set forth in Section 9.6(d) .

     “ Reimbursement Obligation ” shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 2.3(d) for amounts drawn under Letters of Credit.

     “ REIT ” shall mean a “real estate investment trust” as defined in Section 856(c)(5)(B) of the Code.

     “ REIT Revocation Date ” shall mean January 1, 2009.

     “ Related Property ” means with respect to any Investment, any property or other assets of the Obligor thereunder pledged as collateral to secure the repayment of such Investment.

     “ Release Condition ” means the satisfaction of each of the following conditions: (a) all indebtedness (as defined in Section 10.1 ) that CSF owes to the Administrative Agent and/or the Lenders in its capacity as a Borrower has been indefeasibly paid in full in cash (or, in the case of Letters of Credit of which CSF is the actual account party, each such Letter of Credit has been

cash collateralized in an amount equal to 103% of the stated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued and otherwise on terms and conditions satisfactory to the applicable Issuing Lender) and there remains no commitment to make Revolving Loans to CSF; (b) the Administrative Agent shall have received written notice from CSF of its desire to terminate its rights as a Borrower with respect to the Commitment and LOC Commitment in accordance with Section 2.6(a)(ii) ; and (c) no Default or Event of Default shall have occurred and be continuing at the time of such termination pursuant to Section 2.6(a)(ii) or would result from such termination or the termination of the Guaranty Agreement.

     “ Relevant Time ” shall have the meaning set forth in Section 2.22(c) .

     “ Reorganization ” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

     “ Reportable Event ” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under PBGC Reg. §4043.

     “ Required Lenders ” shall mean (i) Lenders holding in the aggregate more than 50% of the sum of all Loans and LOC Obligations then outstanding at such time plus the aggregate unused Commitments at such time (treating for purposes hereof in the case of (a) LOC Obligations and the Issuing Lender, only the portion of the LOC Obligations of the Issuing Lender which are not subject to the Participation Interests of the other Lenders, (b) Swingline Loans and the Swingline Lender, only the portion of the Swingline Loans of the Swingline Lender which are not subject to the Participation Interests of the other Lenders and, (c) Lenders other than the Issuing Lender and the Swingline Lender, the Participation Interests of such Lenders in LOC Obligations and Swingline Loans hereunder, in each case, as direct obligations) and (ii) Majority Extending Lenders; provided , however , that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Loans and LOC Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments, or after termination of the Commitments, the principal balance of the Loans and LOC Obligations owing to such Defaulting Lender.

     “ Residential Mortgage Policies and Procedures ” shall mean the written residential mortgage policies and procedures manual of the Initial Borrower in the form provided to the Lenders prior to the Closing Date and attached hereto as Schedule 1.1(a) as it may be amended or supplemented from time to time.

     “ Responsible Officer ” shall mean, as to (a) the Borrower, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer, and (b) any other Credit Party, any duly authorized officer thereof.

     “ Restricted Payment ” means (a) any dividend or other distribution on any shares of the Initial Borrower’s Capital Stock (except dividends payable solely in shares of its Capital Stock)

or (b) any payment on account of the purchase, redemption, retirement or acquisition of (i) any shares of the Initial Borrower’s Capital Stock (except shares acquired upon the conversion thereof into other shares of its capital stock) or (ii) any option, warrant or other right to acquire shares of the Initial Borrower’s Capital Stock.

     “ Revolving Loans ” shall have the meaning set forth in Section 2.1 .

     “ Revolving Note ” shall have the meaning set forth in Section 2.1(e) .

     “ Risk Rating Level ” means risk rating levels of 1 through 6, each as determined by the Initial Borrower in accordance with the risk rating scale as denoted on Schedule 1.1(b) , as of any date of determination, and pertaining to any Investment Loan.

     “ S&P ” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

     “ Sanctioned Entity ” shall mean (i) an agency of the government of, (ii) an organization directly or indirectly controlled by, or (iii) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html , or as otherwise published from time to time as such program may be applicable to such agency, organization or person.

     “ Sanctioned Person ” shall mean a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html , or as otherwise published from time to time.

     “ Screen ” shall mean, for:

     (a) any Currency (other than Euro), the relevant display page for LIBOR for such Currency (as determined by the Administrative Agent) on the Telerate Service; provided that, if the Administrative Agent determines in its reasonable judgment that there is no such relevant display page for LIBOR for such Currency, “Screen” means the relevant display page for LIBOR for such Currency (as determined by the Administrative Agent) on the Reuters Monitor Money Rates Service; and

     (b) the Euro, the relevant display page for EURIBOR on the Telerate Screen (as determined by the Administrative Agent), which page shall display an average rate of the Banking Federation of the European Union for Euro; provided that, if such page or such service shall cease to be available, such other page or such other service for the purpose of displaying an average rate of the Banking Federation of the European Union as the Agent shall select.

     “ SEC ” shall mean the United States Securities and Exchange Commission.

     “ Securitization Transaction ” means any financing transaction undertaken by the Initial Borrower or a Subsidiary of the Initial Borrower that is secured, directly or indirectly, by an Investment Loan or Real Property Owned or any portion thereof or interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer of one or more Investment Loans or Real Property Owned or any portion thereof.

     “ Security Agreement ” shall mean the Security Agreement executed by each of the Credit Parties in favor of the Administrative Agent, as amended, modified or supplemented from time to time in accordance with its terms.

     “ Security Documents ” shall mean the Security Agreement, the Pledge Agreement, and such other documents executed and delivered in connection with the granting, attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder, including, without limitation, UCC financing statements and patent, trademark and copyright filings.

     “ Senior Unsecured Debt ” shall mean any Debt that is not secured by a Lien and is not junior in right to payment with respect to any other Debt (including, without limitation, the Permitted Unsecured Debt), determined on a consolidated basis in accordance with GAAP. For clarity, (i) the amount of Senior Unsecured Debt attributable to a revolving loan facility shall be the amount of Debt outstanding as of the date of determination, (ii) guaranties in respect of non-recourse secured real property financings that are limited to Customary Non-Recourse Exclusions shall not constitute Senior Unsecured Debt, and (iii) redemption obligations in respect of preferred stock (unless expressly senior in accordance with its terms) are deemed junior in right of payment to other Debt.

     “ SPE Subsidiary ” means a bankruptcy remote, special purpose entity that is a Wholly Owned Subsidiary of the Initial Borrower, created for the sole purpose of, and whose only business shall be, acquisition of Investment Loans or Real Property Owned pursuant to a Securitization Transaction and those activities incidental to the Securitization Transaction.

     “ Stockholders Equity ” means, at any time, the stockholders’ equity of the Initial Borrower, its Consolidated Subsidiaries and the CapitalSource Bank Entities, as set forth or reflected on the most recent consolidated balance sheet of the Initial Borrower, its Consolidated Subsidiaries and the CapitalSource Bank Entities prepared in accordance with GAAP.

     “ Subsidiary ” shall mean, as to any Person, a corporation, partnership, limited liability company, trust or estate, or other entity of which (or in which) (a) shares of stock or other ownership interests (beneficial or otherwise) having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person or (b) more than 50% of the beneficial interest in such trust or estate is otherwise held, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower or the Guarantors; provided , however , that, the term “Subsidiary” shall not include any Person that constitutes an Investment in Equity Instruments or an Investment Loan Subsidiary; provided , further that the term “Subsidiary” shall not include an Unrestricted Subsidiary unless as noted otherwise.

     “ Swingline Commitment ” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.4(b)(ii) , as such amounts may be reduced or increased from time to time in accordance with the provisions hereof.

     “ Swingline Committed Amount ” shall mean: (a) prior to March 13, 2010, $40,000,000; (b) for the period commencing on March 13, 2010 and ending on December 30, 2010, $30,000,000; and (c) for the period commencing on December 31, 2010 and ending on the Extending Lender Maturity Date, $20,000,000.

     “ Swingline Lender ” shall mean Wachovia and any successor swingline lender in their capacity as such.

     “ Swingline Loan ” shall have the meaning set forth in Section 2.4(a) .

     “ Swingline Note ” shall mean the promissory note of the Initial Borrower in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.4(d) , as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

     “ Tangible Book Value ” shall mean Book Value less goodwill and other intangible assets.

     “ Taxes ” shall have the meaning set forth in Section 2.18(a) .

     “ Tier 1 Real Property Intermediate Holdco ” shall mean a Wholly Owned Subsidiary:

     (a) that owns and holds directly, free and clear of all Liens (other than Permitted Liens), all of the Capital Stock of a Domestic Real Property Owned Subsidiary that directly owns Real Property Owned free and clear of all Liens (other than Permitted Liens);

     (b) that does not have any liabilities (other than immaterial liabilities incidental to its business), debt or engage in any operations or business (other than the ownership of equity interests in other Persons) and none of the assets of, or equity of or in, such Wholly Owned Subsidiary is subject to a Lien or other encumbrance (other than operations or business, if such Wholly Subsidiary is CHR, consisting of any management agreement between CHR and any Credit Party and any matters incidental thereto); and

     (c) all of the Capital Stock of which is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement.

     “ Tier 2 Real Property Intermediate Holdco ” shall mean a Wholly Owned Subsidiary:

     (a) that owns and holds directly, free and clear of all Liens (other than Permitted Liens), all of the Capital Stock of an Intermediate Holdco;

     (b) that does not have any liabilities (other than immaterial liabilities incidental to its business), debt or engage in any operations or business (other than the ownership of equity interests in other Persons) and none of the assets of, or equity of or in, such Wholly Owned Subsidiary is subject to a Lien or other encumbrance (other than operations or business, if such Wholly Owned Subsidiary is CHR, consisting of any management agreement between CHR and any Credit Party and any matters incidental thereto); and

     (c) all of the Capital Stock of which is subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement (except in the case that such Tier 2 Real Property Intermediate Holdco is CHR, then, at any time on or prior to January 15, 2009, only 97% of all of the Capital Stock of CHR shall be required for purposes of this clause (c) to be subject to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Pledge Agreement).

     “ TLGP ” shall mean the Temporary Liquidity Guarantee Program (12 CFR Part 370).

     “ Transferee ” shall have the meaning assigned in Section 9.6(f) .

     “ Transfer Effective Date ” shall have the meaning set forth in each Commitment Transfer Supplement.

     “ Trust Depositor Subsidiary ” shall mean each of CapitalSource Commercial Loan Trust 2007-1, CapitalSource Commercial Loan Trust 2007-2, CapitalSource Commercial Loan Trust 2006-1, CapitalSource Commercial Loan Trust 2006-2, CapitalSource Funding III LLC, CS Funding VII Depositor LLC, CapitalSource Funding VIII LLC, CapitalSource Funding V Trust, CapitalSource Real Estate Loan Trust 2006-A, CapitalSource Real Estate Loan LLC, 2007A and CSE QRS Funding I LLC.

     “ UCC ” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

     “ United States ” means the United States of America.

     “ Unrestricted Subsidiary ” means any Person otherwise constituting a Subsidiary that is (a) a Bank Subsidiary, (b) the Healthcare REIT or (c) a Subsidiary designated as an “Unrestricted Subsidiary” in writing by the Initial Borrower to the Administrative Agent from time to time and consented to by the Required Lenders. Any direct or indirect Subsidiary of an Unrestricted Subsidiary shall automatically constitute an Unrestricted Subsidiary.

     “ Voting Stock ” shall mean, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such contingency.

     “ Wachovia ” shall mean Wachovia Bank, National Association, a national banking association.

     “ WCM ” shall mean Wells Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC).

     “ Wholly Owned Subsidiary ” means any Subsidiary all of the shares of Capital Stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by the Initial Borrower; provided, however, that for purposes of Section 5.9 and for the definition of the terms “Intermediate Holdco,” “Tier 1 Real Property Intermediate Holdco,” and “Tier 2 Intermediate Holdco,” the term Wholly-Owned Subsidiary shall also include CHR but only to the extent that all of the Capital Stock of CHR is owned directly or indirectly by the Initial Borrower other than the Permitted CHR Preferred Stock.

     Section 1.2. Other Definitional Provisions .

     (a) Unless otherwise specified therein, all terms defined in this Credit Agreement shall have the defined meanings when used in the Notes or other Credit Documents or any certificate or other document made or delivered pursuant hereto.

     (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

     (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Credit Agreement shall refer to this Credit Agreement as a whole and not to any particular provision of this Credit Agreement, and Section, subsection, Schedule and Exhibit references are to this Credit Agreement unless otherwise specified.

     (d) The words “include”, “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import.

     (e) The words “writing”, “written” and comparable terms shall refer to printing, typing, computer disk, e-mail, facsimile and other means of reproducing words in a visible form.

     (f) References to any agreement or contract are to such agreement or contract as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of such Person.

     Section 1.3. Accounting Terms .

     Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Initial Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Initial Borrower notifies the Administrative Agent that it wishes to amend any covenant in Section 5.32 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Initial Borrower that the Required Lenders wish to amend Section 5.32 for such purpose), then the Initial Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Initial Borrower and the Required Lenders.

     Section 1.4. Computation of Time Periods .

     All time references in this Credit Agreement and the other Credit Documents shall be to Charlotte, North Carolina time unless otherwise indicated. For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

     Section 1.5. Currencies Generally .

     (a) At any time, any reference in the definition of the term “Alternative Currency” or in any other provision of this Credit Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof. For purposes of determining (i) whether the amount of any Revolving Loan, together with all other Revolving Loans, Swingline Loans and LOC Obligations outstanding or to be borrowed or issued at the same time as such Revolving Loan, would exceed the Committed Amount then in effect, (ii) whether the LOC Obligations exceed the LOC Committed Amount, and (iii) whether any Lender’s Commitment Percentage of any Revolving Loan

(together with its Commitment Percentage of all other Revolving Loans, Swingline Loans and LOC Obligations then outstanding or to be borrowed or issued at the same time as such Revolving Loan) would exceed the amount of such Lender’s Commitment, the outstanding principal amount of any Revolving Loan or LOC Obligation that is denominated in any Alternative Currency shall be deemed to be the Dollar Equivalent of such amount of Alternative Currency determined as of the date of such Revolving Loan or LOC Obligation. Wherever in this Credit Agreement in connection with a Revolving Loan or LOC Obligation an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Revolving Loan or LOC Obligation is denominated in any Alternative Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest one thousandth). In addition, for purposes of complying with any requirement of this Credit Agreement stated in Dollars or calculating any ratio or other test set forth in this Credit Agreement, the amount of any Revolving Loan and LOC Obligation that is denominated in any Alternative Currency shall be deemed to be the Dollar Equivalent of such amount of Alternative Currency determined as of the date of such calculation.

     (b) Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euro or such National Currency, such party shall be entitled to pay or repay such amount either in Euro or in such National Currency. If the basis of accrual of interest or fees expressed in this Credit Agreement with respect to any Alternative Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Alternative Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Revolving Loan denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.

     (c) Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Initial Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to Euro in any country that becomes a Participating Member State after the date hereof; provided that the Administrative Agent shall provide the Initial Borrower and each Lender with prior notice of the proposed change with an

explanation of such change in sufficient time to permit the Initial Borrower and the Lenders an opportunity to respond to such proposed change.

ARTICLE II

THE LOANS; AMOUNT AND TERMS

     Section 2.1. Revolving Loans .

     (a) Revolving Commitment . Prior to the Commitment Termination Date, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars or in any Alternative Currency to the Borrower (“ Revolving Loans ”) from time to time for the purposes hereinafter set forth; provided , however , that (i) with regard to each Lender individually, the sum of such Lender’s share of outstanding Revolving Loans, plus such Lender’s Commitment Percentage of outstanding Swingline Loans, plus such Lender’s Commitment Percentage of LOC Obligations shall not exceed such Lender’s Commitment Percentage of the aggregate Committed Amount, and (ii) with regard to the Lenders collectively, the Advances Outstanding shall not exceed the aggregate Committed Amount then in effect. For purposes hereof, the aggregate amount available hereunder shall be NINE HUNDRED MILLION DOLLARS ($900,000,000.00) (as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6 , the “ Committed Amount ”) (for the avoidance of doubt, the Committed Amount of any Lender or Class of Lenders shall mean the aggregate Commitments of such Lender or Class of Lenders); provided , however , that the aggregate principal amount of all outstanding Revolving Loans and LOC Obligations in Alternative Currencies shall not exceed the Alternative Currency Sub Limit. Revolving Loans denominated in Dollars may consist of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans, or a combination thereof, as the Initial Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. Revolving Loans denominated in any Alternative Currency may consist of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding the foregoing, any Revolving Loans made on the Closing Date or on either of the two Business Days immediately following the Closing Date may only consist of Alternate Base Rate Loans denominated in Dollars. Any Loans denominated in Dollars shall be made by each Lender at its Domestic Lending Office and any Loans denominated in any Alternative Currency shall be made by each Lender at its EURIBOR/LIBOR Lending Office.

     (b) Revolving Loan Borrowings .

          (i) Notice of Borrowing . The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the

requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “ Notice of Borrowing ”) is attached as Exhibit A . If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

          (ii) Minimum Amounts . Each Revolving Loan shall be in a minimum aggregate amount of $5,000,000 and integral multiples of $100,000 in excess thereof (or the remaining amount of the Committed Amount, if less).

          (iii) Advances . Each Lender will make its Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 9.2 , or at such other office as the Administrative Agent may designate in writing, upon reasonable advance notice by 1:00 P.M. on the date specified in the applicable Notice of Borrowing, in the Currency of such Revolving Loan and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent by crediting the account of the applicable Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

     (c) Repayment . The principal amount of all Revolving Loans shall be due and payable in full in the Currency of such Revolving Loan on the Commitment Termination Date.

     (d) Interest . Subject to the provisions of Section 2.9 , Revolving Loans shall bear interest as follows:

          (i) Alternate Base Rate Loans . During such periods as any Revolving Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the Alternate Base Rate; and

          (ii) EURIBOR/LIBOR Rate Loans . During such periods as any Revolving Loans shall be comprised of EURIBOR/LIBOR Rate Loans, each such Loan denominated in (a) any Currency (other than Euro) shall bear interest at a per annum rate equal to the sum of the applicable LIBOR Rate plus the Applicable Percentage, and (b) Euro shall bear interest at a per annum rate equal to the sum of the applicable EURIBOR plus the Applicable Percentage.

     Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date.

     (e) Revolving Notes . The Borrower’s obligation to pay each Lender’s Revolving Loans shall be evidenced by a revolving note made payable to such Lender in substantially the form of Exhibit B , if requested by such Lender (“ Revolving Note ”).

     Section 2.2. Intentionally Omitted .

     Section 2.3. Letter of Credit Subfacility .

     (a) Issuance . Subject to Section 2.3(c) and (h) and the other terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, prior to the Extending Lender Maturity Date, the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided , however , that (i) the aggregate amount of the LOC Obligations shall not at any time exceed the LOC Committed Amount (other than in connection with a reduction of the LOC Committed Amount pursuant to the definition thereof, but only if such excess has been cash collateralized in accordance with the terms hereof), (ii) the Advances Outstanding shall not at any time exceed the aggregate Committed Amount then in effect, (iii) the Advances Outstanding in Alternative Currencies shall not exceed the Alternative Currency Sub Limit, (iv) all Letters of Credit shall be issued in Dollars or in an Alternative Currency (without limiting the provisions of Section 2.3(h) , Letters of Credit issued in Dollars shall only be issued for the account of the Initial Borrower and Letters of Credit issued in Alternative Currencies shall be issued for the account of any Borrower) and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, and trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided , however , so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time at the request of the applicable Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of expiry; provided , further , that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is one month prior to the Extending Lender Maturity Date (except to the extent it is cash collateralized as provided herein). Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry

date more than 180 days from the date of issuance. With respect to any Letter of Credit outstanding on March 12, 2010 and expiring after March 13, 2010, the Borrower shall deposit cash collateral with the Issuing Lender on March 13, 2010 in an amount equal to 103% of the stated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued; provided , however , that, notwithstanding the foregoing, the Borrower shall not be obligated to cash collateralize such Letter of Credit to the extent that (w) the Extending Event has occurred, (x) an Event of Default is not in existence on March 13, 2010 and (y) the Advances Outstanding of the Extending Lenders would not exceed the Committed Amount on March 13, 2010, after giving effect to the termination of the Commitments of the Non-Extending Lenders. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to March 31, 2012 if the Extending Event has occurred provided that the Borrower deposits cash collateral (30 days prior to March 31, 2012) with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit and in the Currency in which such Letter of Credit was issued. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $25,000. Notwithstanding the foregoing or any other provision of this Agreement, the Issuing Lender shall have no obligation to issue any Letter of Credit if a default of any Lender’s obligations to fund under this Section 2.3 exists or any Lender is at such time an Impacted Lender, unless the Issuing Lender has entered into cash collateral arrangements or other arrangements with the applicable Borrower or any other party which are satisfactory to the Issuing Lender in its sole and absolute discretion to eliminate the Issuing Lender’s risk with respect to such Impacted Lender. Any requirement imposed on the applicable Borrower to provide cash collateral hereunder shall be expressly permitted, notwithstanding any negative pledge or other restriction elsewhere in this Agreement or any other Credit Document.

     (b) Notice and Reports . Unless otherwise agreed to by the Issuing Lender and the applicable Borrower, the request for the issuance of a standby Letter of Credit shall be submitted to the Issuing Lender at least three (3) Business Days prior to the requested date of issuance, and the request for the issuance of a trade Letter of Credit shall be submitted to the Issuing Lender at least one (1) Business Day prior to the requested date of issuance. The Issuing Lender will on the date of issuance of each Letter of Credit and promptly upon request provide to the Administrative Agent a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent, and any requesting Lender, promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding.

     (c) Participations . Each Lender (other than the Issuing Lender of such Letter of Credit), upon issuance of any Letter of Credit (or upon such Person becoming a Lender hereunder), shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Commitment Percentage of the obligations arising under such Letter of Credit; provided , however , that if (1) the Extending Event has occurred and (2) such Letter of Credit has been cash collateralized if required under subsection (a) of this Section 2.3 above, then on March 13, 2010 (i) such risk participations of the Non-Extending Lenders in outstanding Letters of Credit shall terminate and (ii) the Extending Lenders shall be deemed to have purchased without recourse such risk participations in such outstanding Letters of Credit (so that they hold all of the risk participations in all outstanding Letters of Credit in accordance with their respective Commitment Percentages). Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to the Issuing Lender its Commitment Percentage of such unreimbursed drawing in the Currency of such unreimbursed drawing and in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) below (for the avoidance of doubt, the Non-Extending Lenders shall not have any such obligation with respect to any Letter of Credit issued (1) on or after March 13, 2010 or (2) prior to March 13, 2010 if the Extending Lenders are required pursuant to the immediately preceding sentence to purchase the risk participations of the Non-Extending Lenders in such Letter of Credit). The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

     (d) Reimbursement . In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Initial Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in the Currency of such drawing and in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate applicable to the Currency of such drawing plus 2%. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the Currency and the amount of the drawing as provided in subsection (e) below, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement

obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the other Lenders of the Currency and amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in such Currency and in immediately available funds, the amount of such Lender’s Commitment Percentage of such unreimbursed drawing (for the avoidance of doubt, if (i) the Extending Event has occurred, the Non-Extending Lenders shall not have any obligation to make such payment with respect to any unreimbursed drawing occurring on or after March 13, 2010 with respect to any Letter of Credit issued on or after March 13, 2010 and (ii) that if (1) the Extending Event has occurred and (2) such Letter of Credit has been cash collateralized if required under subsection (a) of this Section 2.3, then the Non-Extending Lenders shall not have any obligation to make such payment with respect to any unreimbursed drawing occurring on or after March 13, 2010 with respect to any Letter of Credit issued prior to March 13, 2010). Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to (i), if such unpaid amount is owed in Dollars and paid within two Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate or (ii) if such unpaid amount is owed in any Alternative Currency, the Alternate Base Rate. Each Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

     (e) Repayment with Revolving Loans . On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing shall be immediately made comprised entirely of Revolving Loans in the Currency of such drawing and bearing interest at the Alternate Base Rate applicable to the Currency of such drawing (each such borrowing, a “ Mandatory LOC Borrowing ”) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to

any termination of the Commitments pursuant to Section 7.2 ) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory LOC Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date (or, in the case of Mandatory LOC Borrowings in Alternative Currency, on the next Business Day) notwithstanding that (i) the amount of Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 3.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b) , (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the outstanding LOC Obligations; provided , further , that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at the rate equal to (i), if such unfunded Participation Interest is owed in Dollars and paid within two Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate or (ii) if such unfunded Participation Interest is owed in any Alternative Currency, the Alternate Base Rate.

     (f) Modification, Extension . The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder; provided that such supplement, modification, amendment, renewal or extension shall not cause the Borrower to pay an additional Fronting Fee on such Letter of Credit except for any Fronting Fees due with respect to any increase in the stated amount of such Letter of Credit.

     (g) Letter of Credit Governing Law . Unless otherwise expressly agreed by the Issuing Lender and the Initial Borrower, when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each trade Letter of Credit.

     (h) Designation of Subsidiaries as Account Parties . Notwithstanding anything to the contrary set forth in this Credit Agreement, including without limitation Section 2.3(a) , a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Initial Borrower; provided that, notwithstanding such statement, the Initial Borrower shall be the actual account party for all purposes of this Credit Agreement for such Letter of Credit and such statement shall not affect the Initial Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit. In no event shall a Letter of Credit be issued for the account of an SPE Subsidiary in connection with a Securitization Transaction or for the account of a Bank Subsidiary. Nothing in this Section 2.3(h) shall be construed to require the Issuing Lender to issue Letters of Credit for the account of a Subsidiary of the Initial Borrower where the Subsidiary is the actual account party.

     (i) Existing Letters of Credit . The letters of credit previously issued by Bank of America, N.A. and identified on Schedule 2.3(i) (the “ Existing Letters of Credit ”) shall be deemed to be Letters of Credit issued by the Issuing Lender pursuant to the Credit Agreement and shall be expressly subject to all of the terms and conditions of this Section 2.3 . Notwithstanding anything to the contrary set forth in the Existing Letters of Credit, the Initial Borrower shall be deemed to be the account party for all purposes of this Credit Agreement. The Letter of Credit Fee shall be payable with respect to the Existing Letters of Credit pursuant to Section 2.5(b) for the period commencing on the date of this Credit Agreement to the expiry date of the applicable Existing Letters of Credit.

     Section 2.4. Swingline Loan Subfacility .

     (a) Swingline Commitment . Prior to the Extending Lender Maturity Date, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, agrees to make certain revolving credit loans to the Initial Borrower (each a “ Swingline Loan ” and, collectively, the “ Swingline Loans ”) for the purposes hereinafter set forth; provided , however , that (i) the aggregate amount of Swingline Loans outstanding at any time shall not exceed the Swingline Committed Amount, and (ii) the sum of the Advances Outstanding shall not exceed the Committed Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. Swingline Loans shall be made only in Dollars.

     (b) Swingline Loan Borrowings .

          (i) Notice of Borrowing and Disbursement . The Swingline Lender will make Swingline Loans available to the Initial Borrower on any Business Day upon delivery of a Notice of Swingline Borrowing by the Initial Borrower to the Administrative Agent not later than 2:00 P.M. on such Business Day. A form of Notice of Swingline Borrowing (a “ Notice of Swingline Borrowing ”) is attached as Exhibit E . Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 and in integral amounts of $100,000 in excess thereof.

          (ii) Repayment of Swingline Loans . Each Swingline Loan borrowing shall be due and payable upon the earlier of (a) thirty (30) days after the Swingline Loan advance and (b) the Extending Lender Maturity Date. In addition, any Swingline Loan borrowing outstanding on March 13, 2010 shall be due and payable on March 12, 2010 and no new Swingline Loans shall be made on March 12, 2010 or March 13, 2010. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Initial Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing, in which case the Initial Borrower shall be deemed to have requested a Revolving Loan borrowing denominated in Dollars comprised entirely of Alternate Base Rate Loans in the amount of such Swingline Loans; provided , however that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) March 13, 2010, (B) the Extending Lender Maturity Date, (C) the occurrence of any Event of Default described in Section 7.1(f) , (D) acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(f) or any other Event of Default, and (E) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “ Mandatory Swingline Borrowing ”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (2) whether any conditions specified in Section 3.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i) , (5) the date of such Mandatory Swingline Borrowing, or (6) any reduction in the Committed Amount or termination of the Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Initial Borrower on or after such date and prior to such purchase) from the Swingline Lender su