CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

Dated as of September 30, 2005

among

ALLIED CAPITAL CORPORATION ,
Borrower

BANK OF AMERICA, N.A. ,
Administrative Agent

BANC OF AMERICA SECURITIES LLC ,
Sole Lead Arranger and Sole Book Manager

DEUTSCHE BANK AG NEW YORK BRANCH ,
Syndication Agent

PNC BANK N.A. ,
Documentation Agent

BRANCH BANKING AND TRUST COMPANY ,
CALYON NEW YORK BRANCH ,
JPMORGAN CHASE BANK, N.A. ,
MERRILL LYNCH BANK USA ,
and
WACHOVIA BANK, NATIONAL ASSOCIATION ,
Managing Agents

and

LENDERS NAMED HEREIN ,
Lenders

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Up to $722,500,000
TABLE OF CONTENTS

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SCHEDULES AND EXHIBITS

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT is entered into as of September 30, 2005, by and among ALLIED CAPITAL CORPORATION , a corporation organized under the laws of the State of Maryland ( “Borrower” ), each Lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), certain Agents (hereinafter defined), and BANK OF AMERICA, N.A. , as a Lender and as Administrative Agent (hereinafter defined) for itself and the other Lenders.

RECITALS

A. Borrower has requested that Lenders extend credit to Borrower, providing for a revolving loan facility in an amount up to $722,500,000, as such amount may be increased to $922,500,000 in accordance with the terms of Section 2.13 , for the purpose of funding Borrower’s working capital requirements and for general corporate purposes of Borrower and its Subsidiaries (hereinafter defined).

B. Upon and subject to the terms and conditions of this Agreement, Lenders are willing to extend such credit to Borrower.

Accordingly, in consideration of the mutual covenants contained herein, Borrower, Agents, Administrative Agent, and Lenders agree as follows:

“Adjusted EBIT” means, for any period with respect to Borrower and its Consolidated Subsidiaries, income after deduction of all expenses and other proper charges other than taxes and Interest Expense, all as determined in accordance with GAAP.

“Adjusted Eurodollar Rate” means, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by Administrative Agent to be equal to the quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar Loan for such Interest Period by (b) one minus the Reserve Requirement for such Eurodollar Loan for such Interest Period.

“Administrative Agent” means Bank of America, N.A., and its permitted successors or assigns as “Administrative Agent” for Lenders under this Agreement.

“Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by Administrative Agent.

“Affected Lender” has the meaning given that term in Section 4.7 .

“Affiliate” means, as to any Person, any other Person: (a) directly or indirectly through one or more intermediaries controlling, controlled by, or under common control with such Person; (b) directly or indirectly owning or holding 5.0% or more of any equity interest in such Person; or (c) 5.0% or more of whose voting stock or other equity interest is directly or indirectly owned or held by such Person. For purposes of this definition, (x) “ control ” (including with correlative meanings, the terms “ controlling ,” “ controlled by ,” and “ under common control with ”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or otherwise, other than by investment advisory contracts entered into in the ordinary course of business of Borrower or a Subsidiary of Borrower, and (y) neither Administrative Agent nor any Lender shall be deemed to be an “Affiliate” of Borrower.

“Agents” means, collectively, Syndication Agent, Documentation Agent and Managing Agents.

“Agreement” means this Credit Agreement (as the same may hereafter be amended, modified, supplemented, or restated from time to time).

“Agreement Date” means the date as of which this Agreement is dated.

“Applicable Law” means all applicable provisions of constitutions, statutes, rules, regulations, and orders of all governmental bodies and all orders and decrees of all courts, tribunals, and arbitrators.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Banc of America Securities LLC and its successors and assignees in its capacity as “ Lead Arranger ” and “ Book Manager. ”

“Asset Coverage Ratio” shall mean, on a consolidated basis for Borrower and its Consolidated Subsidiaries, the ratio which the value of total assets, less all liabilities and indebtedness not represented by senior securities (all as determined pursuant to the Investment Company Act and any orders of the Securities and Exchange Commission issued to Borrower thereunder), bears to the aggregate amount of senior securities representing indebtedness of Borrower and its Consolidated Subsidiaries.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investor advisor.

“Assignment and Assumption” means an Assignment and Assumption agreement among a Lender, an Eligible Assignee, and Administrative Agent, substantially in the form of Exhibit A or such other form as may be agreed to by such Lender, such Eligible Assignee, and Administrative Agent.

“ Assignment Fee ” means a processing and recordation fee charged by Administrative Agent for each assignment.

“Attorney Costs” means and includes all reasonable fees, expenses, and disbursements of any law firm or other external counsel.

“Bank of America” means Bank of America, N.A. and its permitted successors and assigns.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate for such day plus one-half of one percent (0.5%) and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “ prime rate. ” The “ prime rate ” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions, and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan bearing interest at a rate based on the Base Rate.

“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

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

“Borrower” is defined in the preamble to this Agreement and includes any permitted successors of Borrower.

“Borrower Materials” means all materials and/or information provided by or on behalf of Borrower to Administrative Agent and/or Arranger.

“Business Day” means (a) any day other than a Saturday, Sunday, or other day on which banks in New York City, New York, Dallas, Texas, or the state in which the Principal Office of Administrative Agent is located are authorized or required to close and (b) in addition to the foregoing, with reference to a Eurodollar Loan, any such day that is also a day on which dealings in Dollar deposits are carried out in the London interbank market and commercial banks are open for international business in London.

“ Capitalized Lease Obligation ” means Debt represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such Debt shall be the capitalized amount of such obligations determined in accordance with such principles.

“ Change in Law” has the meaning given such term in Section 4.1(a ) .

“Closing Date” means September 30, 2005, the date of this Agreement.

“Commercial Mortgage Loan” means a loan secured by a Lien on improved real estate used for commercial purposes.

“Commitment” means, as to each Lender ( other than LC Issuer or Swing Line Lender), such Lender’s obligation to make Loans pursuant to Section 2.1 (or purchase participations in Swing Line Loans pursuant to Section 2.2(c) or in LCs pursuant to Section 2.3(c) ) in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule 2 as such Lender’s “ Commitment Amount ” or as set forth in the applicable Assignment and Assumption, as the same may be reduced or increased from time to time pursuant to Sections 2.12 and 2.13 or as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 12.4 .

“Commitment Percentage” means, as to each Lender ( other than LC Issuer or Swing Line Lender), the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the sum of the aggregate amount of the Commitments of all Lenders ( other than LC Issuer and Swing Line Lender) hereunder; provided , however , that if at the time of determination, the Commitments have terminated or been reduced to zero, the “Commitment Percentage” of each such Lender shall be the Commitment Percentage of such Lender in effect immediately prior to such termination or reduction.

“Commitment Usage” means, at the time of any determination thereof, the sum of (a) the Principal Debt plus, without duplication , (b) the LC Exposure.

“Compliance Certificate” means a certificate signed by the chief financial officer of Borrower, substantially in the form of Exhibit G .

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

“Consolidated Shareholders’ Equity,” as of the date of determination thereof, shall mean the total shareholders’ equity of Borrower and its Consolidated Subsidiaries as the same would appear on a consolidated balance sheet of Borrower and its Consolidated Subsidiaries prepared as of such date in accordance with GAAP, including, in any case, common stock of Borrower (valued at cost) held in Allied Capital Corporation’s deferred compensation trusts and Permitted Preferred Stock of Borrower and its Consolidated Subsidiaries, but excluding any stock, common or preferred, not both issued and outstanding.

“Consolidated Subsidiaries” shall mean any Subsidiary which is required to be consolidated on financial statements of Borrower prepared in accordance with GAAP.

“Contingent Obligation” as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any indebtedness, lease, dividend, or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; or (c) under Interest Rate Agreements. “ Contingent Obligations ” shall include (i) the direct or indirect guaranty, endorsement ( other than for collection or deposit in the ordinary course of business), comaking, discounting with recourse, or sale with recourse by such Person of the obligation of another, (ii) the obligation to make take or pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement, and (iii) any liability of such Person for the obligations of another through any agreement to purchase, repurchase, or otherwise acquire such obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation, or to maintain the solvency, financial condition, or any balance sheet item or level of income of another. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed. The amount of any Contingent Obligation outstanding under clause (c) shall be determined in accordance with the definition of Interest Rate Agreement.

“Continue,” “Continuation,” and “Continued” each refers to the continuation of a Eurodollar Loan from one Interest Period to another Interest Period pursuant to Section 2.9 .

“Convert,” “Conversion,” and “Converted” each refers to the conversion of a Loan of one Type into a Loan of another Type pursuant to Section 2.10 .

“Credit Event” means any of the following: (a) the making (or deemed making) of any Loan ( except the payment by LC Issuer of drafts under LCs), (b) the Conversion of a Loan, or (c) the issuance of any LC.

“Credit Rating” means, at any time as to any Person, the lowest rating assigned by a Rating Agency to each series of rated senior unsecured long term indebtedness of such Person.

“Debt” means, with respect to any Person, at the time of computation thereof, all of the following (without duplication):

(a) its liabilities for borrowed money and under repurchase agreements (whether on a recourse or non-recourse basis), excluding any Interest Rate Agreement structured as a repurchase agreement entered into for the purpose of protecting against fluctuations in interest rates with respect to assets;

(b) its liabilities, whether or not for money borrowed (i) represented by notes payable or drafts accepted, in each case representing extensions of credit or (ii) evidenced by bonds, debentures, notes, or similar instruments;

(c) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business, but including, without limitation, all liabilities created or arising under any conditional sales contracts, title retention debt instruments, or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for such property);

(d) its Capitalized Lease Obligations;

(e) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(f) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment), and all obligations of such Person as the issuer of any letters of credit or acceptances (whether or not the same have been presented for payment);

(g) its liabilities under Interest Rate Agreements entered into for the purpose of hedging currency risks with respect to Debt; and

(h) any Contingent Obligation of such Person with respect to liabilities of a type described in any of clauses (a) through (g) hereof;

provided that any amount receivable by Borrower or any of its Consolidated Subsidiaries under an Interest Rate Agreement referred to in the preceding clause (g) , as determined in accordance with the definition of Interest Rate Agreement, shall apply as an offset in the calculation of the total amount of Debt. “Debt” of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any of the events specified in Section 10.1 , whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“Defaulting Lender” has the meaning given that term in Section 3.13 .

“Documentation Agent” means PNC Bank N.A., and its permitted successors or assigns as “Documentation Agent” under this Agreement.

“ Dollars ” or “$” means the lawful currency of the United States of America.

“Effective Date” means the later of: (a) the Agreement Date; and (b) the date on which all of the conditions precedent set forth in Section 5.1 shall have been satisfied or waived, but (c) must be, if at all, a Business Day occurring no later than October 7, 2005.

“Eligible Assignee” means (i) a Lender; (ii) an Affiliate of any Lender; (iii) an Approved Fund; and (iv) any other Person approved by Administrative Agent and (unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 12.4 ) Borrower, such approval not to be unreasonably withheld or delayed by Borrower or Administrative Agent and such approval to be deemed given by Borrower if no objection is received by the assigning Lender and Administrative Agent from Borrower within five Business Days after notice of such proposed assignment has been provided by the assigning Lender to Borrower; provided, however , that neither Borrower nor an Affiliate of Borrower shall qualify as an Eligible Assignee.

“Environmental Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, disposal, or clean-up of Hazardous Materials, including, without limitation, the following: Clean Air Act, 42 U.S.C. 7401 et seq .; Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq .; Solid Waste Disposal Act, 42 U.S.C. 6901 et seq .; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq .; National Environmental Policy Act, 42 U.S.C. 4321 et seq .; regulations of the Environmental Protection Agency, and any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Issuance” means any issuance or sale by a Person of its capital stock or other similar equity security, or any warrants, options, or similar rights to acquire, or securities convertible into or exchangeable for, such capital stock or other similar equity security.

“ERISA” means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

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

“Eurodollar Loan” means a Loan bearing interest at a rate based on the Eurodollar Rate.

“Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Event of Default” means any of the events specified in Section 10.1 , provided that, any requirement for notice or lapse of time or any other condition has been satisfied.

“Exchange Act” has the meaning given that term in Section 10.1(m) .

“Excluded Taxes” means, with respect to Administrative Agent, any Lender, LC Issuer or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located, and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by Borrower under Section 4.7 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law having the force of law) to comply with Section 4.6(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 4.6(a).

“Existing Agreement” means that certain Third Amended and Restated Credit Agreement dated as of April 18, 2003, as amended and supplemented to date.

“Existing Letters of Credit” means all letters of credit issued and outstanding under the Existing Agreement and identified on Schedule 1 .

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Administrative Agent.

“Fee Letter” means the letter agreement, dated August 24, 2005, among Borrower, Administrative Agent, and Arranger (as amended or modified from time to time).

“Fees” means the fees and commissions provided for or referred to in Section 3.8 and any other fees payable by Borrower to Administrative Agent, any other Agent, LC Issuer, Swing Line Lender, or any Lender hereunder or under any other Loan Document.

“Foreclosure Property” means assets acquired by foreclosure (or sale in lieu of foreclosure) of any Investment ( other than Investments in a Consolidated Subsidiary) of Borrower or any of its Subsidiaries.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means, subject to Section 1.3 , accounting principles as promulgated from time to time in statements, opinions, and pronouncements by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board and in such statements, opinions, and pronouncements of such other entities with respect to financial accounting of for-profit entities as shall be accepted by a substantial segment of the accounting profession in the United States.

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

“Governmental Authority” means any national, state, or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public, or statutory instrumentality, authority, body, agency, bureau, or entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency, or the Federal Reserve Board, any central bank, or any comparable authority) or any arbitrator with authority to bind a party at law.

“Hazardous Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “ hazardous substances ,” “ hazardous materials ,” “ hazardous wastes ,” “ toxic substances ,” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “ TLCP ” toxicity, or “ EP toxicity ”; (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, or synthetic gas and drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; or (e) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Intercreditor Agreement” means an intercreditor agreement pursuant to which Lenders and the holders of any other Debt of Borrower have agreed to share payments made by any Consolidated Subsidiary under a Subsidiary Bank Guaranty, a Subsidiary Senior Note Guaranty, or any other guaranty of any Debt of Borrower on an equal and ratable basis.

“Interest Expense” means, with respect to a Person and for any period, the total consolidated interest expense (including, without limitation, capitalized interest expense and interest expense attributable to Capitalized Lease Obligations) of such Person and in any event shall include all interest expense with respect to any Debt in respect of which such Person is wholly or partially liable.

“Interest Period” means, with respect to any Eurodollar Loan, each period commencing on the date such Eurodollar Loan is made or the last day of the next preceding Interest Period for such Loan and ending on the date 7 or 14 days thereafter (solely with respect to Eurodollar Loans made during the thirty (30) calendar day period immediately following the Effective Date) or on the numerically corresponding day in the first, second, third, or sixth calendar month thereafter, as Borrower may select in a Notice of Borrowing, Notice of Continuation, or Notice of Conversion, as the case may be, except that each Interest Period for a Eurodollar Loan ( other than a 7 or 14 day Interest Period) that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) if any Interest Period would otherwise end after the Termination Date, such Interest Period shall end on the Termination Date, (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, except in the case of a 7 or 14 day Interest Period, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day), and (iii) notwithstanding the immediately preceding clause (i) , no Interest Period for any Eurodollar Loan shall have a duration of less than one month ( other than a 7 or 14 day Interest Period), and, if the Interest Period for any Eurodollar Loan would otherwise be a shorter period, such Loan shall not be available hereunder for such period.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, foreign exchange contract, currency swap agreement, repurchase agreement, or other similar contractual agreement or arrangement entered into for the purpose of protecting against fluctuations in interest rates or in currency values. For the purposes of this Agreement, the amount of any obligation (whether positive or negative) under any Interest Rate Agreement shall be the amount payable or receivable by Borrower or any of its Consolidated Subsidiaries determined in respect thereof as of the end of the most recently ended fiscal quarter of such Person, based on the assumption that such Interest Rate Agreement had terminated at the end of such fiscal quarter, and in making such determination, if such Interest Rate Agreement provides for the netting of amounts payable by and to such Person thereunder or if such Interest Rate Agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined; provided that , with respect to Borrower’s existing Interest Rate Agreement which is structured as a U.S. Treasury securities repurchase program and which protects against fluctuations in interest rates with respect to certain Commercial Mortgage Loans owned by Borrower (and with respect to other Interest Rate Agreements of Borrower or any Consolidated Subsidiary hedging interest rates with respect to assets, which Interest Rate Agreements are structured substantially similar to the existing repurchase program), the aggregate amount of all obligations under such Interest Rate Agreements at any time shall be deemed to be equal to the excess of (i) the aggregate balances at such time of the repurchase accounts maintained under such U.S. Treasury securities repurchase programs over (ii) the sum of (x) the aggregate portion of such balances constituting net sale proceeds of U.S. Treasury securities plus (y) $7,000,000.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

“Investment” means, with respect to any Person and whether or not such investment constitutes a controlling interest in such Person (a) the purchase or other acquisition of any share of capital stock, evidence of Debt, or other security issued by any other Person; (b) any loan, advance, or extension of credit to, or contribution (in the form of money or goods) to the capital of, or the acquisition of a sale leaseback asset from and the lease thereof to, any other Person; (c) any guaranty of the Debt of any other Person; (d) any other investment in any other Person; and (e) any commitment or option to make an Investment in any other Person.

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

“Investment Grade Rating” means a Credit Rating of BBB- or higher by S&P, Baa3 or higher by Moody’s, or the equivalent or higher of either such rating by another Rating Agency.

“ISP” means, with respect to any LC, 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).

“LC” means the letter(s) of credit issued hereunder in the form agreed upon among Borrower, LC Issuer, and the beneficiary thereof at the time of issuance thereof pursuant to the terms and conditions of Section 2.3 hereof and shall include the Existing Letters of Credit.

“LC Agreement” means a letter of credit application and agreement (in form and substance satisfactory to Administrative Agent) submitted by Borrower to LC Issuer for an LC for its own account, which LC Agreement (A) in the case of an initial issuance of an LC, shall specify (i) the proposed issuance date of the requested LC (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (vii) such other matters as LC Issuer may require, and (B) in the case of a request for an amendment of any outstanding LC, such LC Agreement shall specify (i) the LC to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as LC Issuer may require.

“LC Commitment” means an aggregate stated amount (subject to availability, reduction, or cancellation as herein provided) not to exceed $100,000,000; provided that, if the aggregate Commitments of all Lenders exceeds $600,000,000 (whether on the Effective Date or as a result of the operation of Section 2.13 ), then on the date any such additional Commitment becomes effective, the LC Commitment shall also be increased by an amount which would cause the LC Commitment to equal 16.66% of the aggregate Commitments of all Lenders on such date.

“LC Expiration Date” means the day that is seven days prior to the Termination Date then in effect (or if such day is not a Business Day, the next preceding Business Day).

“LC Exposure” means, at any time and without duplication , the sum of (a) the aggregate undrawn portion of all uncancelled and unexpired LCs plus (b) the aggregate unpaid reimbursement obligations of Borrower in respect of drawings of drafts under any LC. For purposes of computing the amount available to be drawn under any LC, the amount of such LC shall be determined in accordance with Section 1.4 . For all purposes of this Agreement, if on any date of determination an LC has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such LC shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LC Fee” has the meaning specified in Section 3.8.

“LC Issuer” means Bank of America and its permitted successors as “LC Issuer” under this Agreement.

“LC Subfacility” means a subfacility for the issuance of LCs (the LC Exposure in connection with which may never exceed the LC Commitment), as described in and subject to the limitations of Section 2.3 .

“Lenders” has the meaning specified in the introductory paragraph hereto, and, as the context requires, includes LC Issuer and Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, pledge, lien, charge, ground lease, or lease constituting a Capitalized Lease Obligation, conditional sale, or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered, or otherwise identified for the purpose of subjecting the same to the payment of Debt or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; and (c) any agreement by such Person to grant, give, or otherwise convey any of the foregoing.

“Loan Documents” means (a) this Agreement, the Notes, any Subsidiary Bank Guaranty, LCs, and LC Agreements, (b) all agreements, documents, or instruments in favor of Administrative Agent, LC Issuer, or Lenders ever delivered pursuant to this Agreement or otherwise delivered in connection with all or any part of the Obligations on and after the Effective Date, and (c) any and all future renewals, extensions, restatements, reaffirmations, amendments of, or supplements to, all or any part of the foregoing.

“Loans” means any amount disbursed (a) by one or more Lenders to or for the account of Borrower under the Loan Documents (whether under the Revolving Facility, the LC Subfacility, or the Swing Line Subfacility), whether such amount constitutes an original disbursement of funds or the continuation of any amount outstanding, or payment of a draft under an LC, or (b) by any Lender in accordance with, and to satisfy the obligations of any Borrower or any Subsidiary of Borrower under, any Loan Document.

“Managing Agents” means, collectively, Branch Banking & Trust Company, Calyon New York Branch, JPMorgan Chase Bank, N.A., Merrill Lynch Bank USA, Wachovia Bank, National Association and their respective permitted successors or assigns as “Managing Agents” under this Agreement

“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities (actual or contingent), financial condition, operations, or business prospects of Borrower and its Consolidated Subsidiaries taken as a whole, (b) the ability of Borrower to perform its obligations under any Loan Document to which it is a party which does not result from a material adverse effect on the items described in the immediate preceding clause (a) , (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of Lenders and Administrative Agent under any of such Loan Documents, or (e) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith. Except with respect to representations made or deemed made by Borrower or any Subsidiary in any of the other Loan Documents to which it is a party, all determinations of materiality shall be made by the Requisite Lenders in their reasonable judgment unless expressly provided otherwise.

“Material Contract” means any contract or other arrangement ( other than (i) Loan Documents and (ii) contracts or other arrangements constituting Investments), whether written or oral, to which Borrower or any Subsidiary is a party as to which the breach, nonperformance, cancellation, or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“Material Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $15,000,000.

“Material Subsidiary” means, as of the date of any determination thereof, any Subsidiary which has total assets having a value (determined in accordance with the market valuation method pursuant to GAAP) greater than or equal to $60,000,000.

“Maximum Amount” and “Maximum Rate” respectively mean, for each Lender, the maximum non-usurious amount and the maximum non-usurious rate of interest which, under Applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the Obligations.

“Money Market Rate” means as to any Swing Line Loan made pursuant to Section 2.2 , a rate per annum equal to the sum of (i) 1.30% and (ii) the rate per annum equal to Bank of America’s cost of funds.

“Moody’s” means Moody’s Investors Services, Inc.

“Multiemployer Plan” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“Net Proceeds” means, with respect to an Equity Issuance by a Person, the aggregate amount of all cash (including any cash received by way of deferred payment pursuant to a promissory note, or otherwise, but only as and when received) received by such Person in respect of such Equity Issuance net of investment banking fees, legal fees, accountants fees, underwriting discounts and commissions, and other customary fees and expenses actually incurred by such Person in connection with such Equity Issuance.

“Notes” means, at the time of any determination thereof, all outstanding and unpaid Revolving Notes and Swing Line Notes.

“Notice of Borrowing” means a notice in the form of Exhibit B to be delivered to Administrative Agent pursuant to Section 2.4(a) , evidencing Borrower’s request for a borrowing of Loans.

“Notice of Continuation” means a notice in the form of Exhibit C to be delivered to Administrative Agent pursuant to Section 2.9 , evidencing Borrower’s request for the Continuation of a Eurodollar Loan.

“Notice of Conversion” means a notice in the form of Exhibit D to be delivered to Administrative Agent pursuant to Section 2.10 , evidencing Borrower’s request for the Conversion of a Loan from one Type to another Type.

“Obligations” means, individually and collectively: (a) the aggregate principal balance of and all accrued and unpaid interest on, all Loans, and (b) all other indebtedness, liabilities, obligations, covenants and duties of Borrower owing to Administrative Agent, LC Issuer, Swing Line Lender, or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, all Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note.

“Other Relevant Subsidiary” means any Subsidiary, individually or together with other Subsidiaries, with respect to which the occurrence of any of the events described in Sections 10.1(f) or 10.1(g) could reasonably be expected to have a Material Adverse Effect.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” has the meaning given that term in Section 12.4(d).

“PBGC” means the Pension Benefit Guaranty Corporation and any successor agency.

“Permitted Liens” means, as to any Person: (a) Liens securing taxes, assessments, and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, warehousemen, or landlords for labor, materials, supplies, or rentals incurred in the ordinary course of business, which are not at the time required to be paid or discharged under Section 7.6 ; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workmen’s compensation, unemployment insurance, or similar Applicable Laws; (c) Liens in favor of Administrative Agent for the benefit of Lenders; (d) covenants, restrictions, rights of way, easements, and other matters of public record, and other matters to which like properties are commonly subject, that singly or in the aggregate do not materially and adversely affect the value or marketability of, or materially interfere with the use or enjoyment of any asset of such Person; and (e) judgment Liens not constituting an Event of Default.

“Permitted Preferred Stock” means preferred stock that is issued from time to time by a Subsidiary for the purpose of qualifying such Subsidiary as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code and having an aggregate stated value not exceeding $500,000 at any one time outstanding; provided that, in any event Permitted Preferred Stock shall not include any voting stock.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or unincorporated organization, or a government or any agency or political subdivision thereof.

“Plan” means at any time an employee pension benefit plan ( other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“Post-Default Rate” means (a) when used with respect to Obligations other than LC Fees, an interest rate equal to (i) the Base Rate plus (ii) 2% per annum; provided, however , that with respect to a Eurodollar Loan, the Post-Default Rate shall be an interest rate equal to the interest rate applicable to such Loan as specified in Section 2.5(a)(ii) plus 2% per annum, and (b) when used with respect to LC Fees, a rate equal to the rate specified in Section 3.8(d) plus 2% per annum .

“Principal Debt” means, at any time of determination thereof, the aggregate unpaid principal balance of all Loans.

“Principal Office” means either (a) so long as Bank of America is Administrative Agent, the office of Bank of America presently located at 2001 Clayton Rd., Concord, California 94520-2405; or (b) if Bank of America is no longer Administrative Agent, then the office of the successor Administrative Agent appointed pursuant to Section 11.6 .

“Priority Debt” means, without duplication, the sum of (i) all Secured Debt of Borrower and its Consolidated Subsidiaries, (ii) all unsecured Debt of Consolidated Subsidiaries which are not Subsidiary Bank Guarantors, (iii) all secured liabilities under Interest Rate Agreements of Borrower and its Consolidated Subsidiaries (other than liabilities under Interest Rate Agreements entered into for the purpose of hedging currency risks with respect to Debt which are otherwise covered by the preceding clause (i) ), determined in accordance with the definition of Interest Rate Agreement, (iv) all unsecured liabilities of Consolidated Subsidiaries which are not Subsidiary Bank Guarantors under Interest Rate Agreements (other than liabilities under Interest Rate Agreements entered into for the purpose of hedging currency risks with respect to Debt which are otherwise covered by the preceding clause (ii) ), determined in accordance with the definition of Interest Rate Agreement (excluding in the case of the preceding clauses (i) , (ii) , (iii) , and (iv) , any Debt or liability owing to Borrower or another Consolidated Subsidiary), and (v) all Unfunded Liabilities.

“Quarterly Date” means the last Business Day of March, June, September, and December in each year, the first of which shall be December 31, 2005.

“Rating Agency” means S&P, Moody’s, or any other nationally recognized securities rating agency selected by Borrower and acceptable to the Requisite Lenders.

“Reference 10-K” means the Form 10-K filed by Borrower with the Securities and Exchange Commission for the fiscal year ending December 31, 2004.

“ Register ” has the meaning given that term in Section 12.4(c).

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Requisite Lenders” means (a) on any date of determination prior to the Termination Date, those Lenders holding more than 51% of the aggregate Commitments of all Lenders; and (b) on any date of determination on or after the Termination Date, those Lenders more than 51% of the aggregate Principal Debt.

“Reserve Requirement” means, at any time, the maximum rate at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against, in the case of Eurodollar Loans, “ Eurocurrency liabilities ” (as such term is used in Regulation D of the Board of Governors of the Federal Reserve System, as amended). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to any category of liabilities which includes deposits by reference to which the Adjusted Eurodollar Rate is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Loans. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Requirement.

“Revolving Facility” means the credit facility as described in and subject to the limitations of Section 2 , including the Swing Line Subfacility and the LC Subfacility.

“Revolving Loan” means any Loan under the Revolving Facility other than a Swing Line Loan or the issuance of an LC.

“Revolving Note” means a promissory note substantially in the form of Exhibit E-1 , and all renewals and extensions of all or any part thereof.

“RIC” means a Person qualifying for treatment as a “ regulated investment company ” under the Internal Revenue Code.

“S&P” means Standard & Poor’s Rating Group, a division of McGraw-Hill Companies, Inc.

“SBA” means the United States Small Business Administration.

“Secured Debt” means, with respect to any Person, any Debt of such Person that is secured in any manner by any Lien.

“Senior Debt” means Debt under the Senior Note Agreements or any similar facility entered into by Borrower or its Consolidated Subsidiaries.

“Senior Note Agreements” means (i) the Note Agreement dated as of May 1, 1999, among Borrower and the purchasers named therein, pursuant to which Borrower has issued $25,000,000 7.49% Senior Notes, Series B due May 1, 2006, and any replacement or renewal thereof, (ii) the Note Agreement dated October 15, 2000, among Borrower and the purchasers named therein, pursuant to which Borrower has issued $115,000,000 8.54% Senior Notes, Series A due October 15, 2005, and $10,000,000 Floating Rate Senior Notes, Series B due October 15, 2005, and any replacement or renewal thereof, (iii) the Note Agreement dated as of October 15, 2001, among Borrower and the purchasers named therein, pursuant to which Borrower has issued its $150,000,000 7.16% Senior Notes, due October 15, 2006, and any replacement or renewal thereof, (iv) the Note Agreement dated as of May 14, 2003, among Borrower and the purchasers named therein, pursuant to which Borrower has issued its $153,000,000 5.45% Senior Notes, Series A due May 14, 2008, and its $147,000,000 6.05% Senior Notes, Series B due May 14, 2010, and any replacement or renewal thereof, (v) the Note Agreement dated as March 25, 2004, among Borrower and the purchasers named therein, pursuant to which Borrower has issued its € 5,000,000 5.703% Senior Notes, Euro Series due March 25, 2009, and its £5,000,000 7.343% Senior Notes, Sterling Series due March 25, 2009, and any replacement or renewal thereof, and (vi) the Note Agreement dated as of November 15, 2004, pursuant to which Borrower has issued $252,500,000 5.53% Senior Notes, Series A due November 15, 2009, and $72,500,000 5.99% Senior Notes, Series B due November 15, 2011, and any replacement or renewal thereof.

“Senior Notes” means the notes issued by Borrower pursuant to the Senior Note Agreements.

“Solvent” means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any Debt due from any Affiliate of such Person) are each in excess of the fair valuation of its total liabilities (including all contingent liabilities); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.

“Special Purpose Subsidiary” means a Subsidiary ( other than a Consolidated Subsidiary) of Borrower the sole purpose of which is to purchase assets from Borrower or a Subsidiary of Borrower and to effect a sale to a third party (directly or through one or more Subsidiaries of such purchasing Subsidiary) of the assets so purchased or of securities or Debt secured by or evidencing an interest in such assets or in the holder thereof, and matters incidental to the foregoing.

“Subfacility” means, either of the LC Subfacility or the Swing Line Subfacility.

“Subsidiary” means, for any Person, any corporation, partnership, limited liability company, or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions of such corporation, partnership, limited liability company, or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person. Notwithstanding the foregoing, any Person that is accounted for under GAAP as a portfolio Investment of either Borrower or a Subsidiary of Borrower shall not, for purposes hereof, be deemed a “Subsidiary” of Borrower or such Subsidiary.

“Subsidiary Bank Guarantor” means any Consolidated Subsidiary which undertakes to be liable for the Obligations of Borrower under the Loan Documents by execution of a Subsidiary Bank Guaranty.

“Subsidiary Bank Guaranty” means (a) any agreement pursuant to which a Consolidated Subsidiary has guaranteed the Obligations of Borrower under the Loan Documents and (b) any amendments, modifications, supplements, restatements, ratifications, or reaffirmations of any Subsidiary Bank Guaranty made in accordance with the Loan Documents.

“ Subsidiary Senior Note Guaranty ” means any agreement pursuant to which a Consolidated Subsidiary has guaranteed the Debt of Borrower under the Senior Notes.

“Swing Line Commitment” means an amount (subject to reduction or cancellation as herein provided) not to exceed $50,000,000; provided that, if the aggregate Commitments of all Lenders exceeds $600,000,000 (whether on the Effective Date or as a result of the operation of Section 2.13 ) , then on the date any such additional Commitment becomes effective, the Swing Line Commitment shall be increased by an amount which would cause the Swing Line Commitment to equal 8.33% of the aggregate Commitments of all Lenders on such date.

“Swing Line Lender” means Bank of America and its permitted successors as “Swing Line Lender” under this Agreement.

“Swing Line Loan” means any Loan made under the Swing Line Subfacility.

“Swing Line Note” means a promissory note substantially in the form of Exhibit E-2 , and all renewals and extensions of all or any part thereof.

“Swing Line Subfacility” means the subfacility under the Revolving Facility (the portion of the Loans attributable to which may never, on any date of determination, exceed in the aggregate the Swing Line Commitment then in effect), as described in, and subject to the limitations of, Section 2.2 .

“Swing Principal Debt” means, on any date of determination, the aggregate unpaid principal amount of all Loans outstanding under the Swing Line Subfacility.

“Syndication Agent” means Deutsche Bank AG New York Branch, and its permitted successors or assigns as “Syndication Agent” under this Agreement.

“Taxes” means, for any Person, taxes, assessments, duties, imposts, or other governmental charges, deductions, withholdings, or levies imposed upon such Person, its income, or any of its properties, franchises, or assets, and all liabilities with respect thereto.

“Termination Date” means the earlier of either (a) September 30, 2008, or (b) such earlier date upon which the whole of the Commitments are terminated pursuant to Sections 2.12, 10.2(a) , or otherwise.

“Type” with respect to any Loan, refers to whether such Loan is a Eurodollar Loan or Base Rate Loan.

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan.

“Unreimbursed Amount” has the meaning given such term in Section 2.3(d).

“Unrestricted Subsidiary” means a Subsidiary of Borrower (a) that is not a Consolidated Subsidiary or (b) is a Consolidated Subsidiary the sole purpose of which is to acquire, hold, manage, and dispose of Foreclosure Property, and matters incidental to such purposes.

“Wholly Owned” when used in connection with any Subsidiary means any corporation, partnership, limited liability company, or other entity of which all of the equity securities or other ownership interests ( other than Permitted Preferred Stock and, in the case of a corporation, directors’ qualifying shares) are so owned or controlled.

1.2 General; References to Times . References in this Agreement to “Sections,” “Exhibits,” and “Schedules” are to sections, exhibits, and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, (b) shall include all documents, instruments, or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument, or agreement, or replacement or predecessor thereto, as amended, supplemented, restated, or otherwise modified from time to time to the extent permitted hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “ Subsidiary ” means a Subsidiary of Borrower or a Subsidiary of such Subsidiary, and a reference to an “ Affiliate ” means a reference to an Affiliate of Borrower. Titles and captions of Sections, subsections, and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Dallas, Texas, time.

1.3 Accounting Principles . All accounting and financial terms used in the Loan Documents and the compliance with each financial covenant therein shall be determined in accordance with GAAP (except as otherwise specified in the definition of Consolidated Shareholders’ Equity), and, for such purposes, to the extent consistent with GAAP, all accounting principles shall be applied on a consistent basis so that the accounting principles in a current period are comparable in all material respects to those applied during the preceding comparable period. If Borrower or any Lender determines that a change in GAAP from that in effect on the date hereof has altered the treatment of certain financial data to its detriment under this Agreement, such party may, by written notice to the others and Administrative Agent not later than 30 days after Borrower’s delivery of any financial statements pursuant to Section 8.1 or 8.2 reflecting such change in GAAP, request renegotiation of the financial covenants affected by such change. If Borrower and Requisite Lenders have not agreed on revised covenants within 30 days after delivery of such notice, then, for purposes of this Agreement, GAAP will mean generally accepted accounting principles on the date immediately prior to the date on which the change that gave rise to the renegotiation occurred.

1.4 Letter of Credit Amounts. Unless otherwise specified herein, the amount of an LC at any time shall be deemed to be the stated amount of such LC in effect at such time; provided, however , that with respect to any LC that, by its terms or the terms of any LC Agreement or other document, agreement, or instrument entered into by LC Issuer and Borrower (or any Subsidiary) related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such LC shall be deemed to be the maximum stated amount of such LC after giving effect to all such increases, whether or not the maximum stated amount is in effect at such time.

SECTION 2. CREDIT FACILITY .

2.1 Loans . Subject to the terms and conditions hereof, during the period from the Effective Date to but excluding the Termination Date, each Lender severally and not jointly agrees to make Revolving Loans to Borrower in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Lender’s Commitment; provided , however , that on any date of determination, (i) the Commitment Usage shall never exceed the aggregate amount of the Commitments as in effect from time to time and (ii) on any date of determination, each Lender’s Commitment Percentage of the Commitment Usage (including any such Lender’s participation in Swing Line Loans and any LC Exposure) shall not exceed such Lender’s Commitment. Subject to the terms and conditions of this Agreement, during the period from the Effective Date to but excluding the Termination Date, Borrower may borrow, repay, and reborrow Revolving Loans hereunder.

2.2 Swing Line Subfacility .

(a) Swing Line Loans . For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Documents, Swing Line Lender may make any requested Loan of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Loans set forth in clauses (a) , (b) , and (c) of the first sentence of Section 5.2 , directly to Borrower as a Swing Line Loan without requiring any other Lender to fund its ratable portion thereof unless and until Section 2.2(c) is applicable; provided that: (i) each such Swing Line Loan must occur on a Business Day prior to, and not on or after, the Termination Date; (ii) the aggregate Swing Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment then in effect; (iii) on any date of determination, the Commitment Usage shall never exceed the aggregate amount of the Commitments of Lenders; (iv) on any date of determination, each Lender’s Commitment Percentage of the Commitment Usage (including any such Lender’s participation in Swing Line Loans and any LC Exposure) shall not exceed such Lender’s Commitment; (v) such Swing Line Loan shall not be used to refinance any outstanding Swing Line Loan; (vi) each Swing Line Loan shall bear interest at a rate per annum equal to the lesser of (x) the Money Market Rate, and (y) the Maximum Rate; provided further that at any time after Lenders are required to fund their participations in any Swing Line Loan pursuant to Section 2.2(c) , such Loan shall bear interest at the Post-Default Rate; and (vii) no additional Swing Line Loan shall be made at any time after any Lender has refused, notwithstanding the requirements of Section 2.2(c) , to fund its participation in any Swing Line Loan as provided in such Section, and until such funding shall occur or until the Swing Line Loan has been repaid.

(b) Borrowing Procedure and Repayment . Each Swing Line Loan under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to Swing Line Lender and Administrative Agent, so long as such notice is received by Swing Line Lender and Administrative Agent prior to 1:00 p.m. Dallas, Texas time. Promptly after receipt by Swing Line Lender of any telephonic notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such notice and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent prior to 2:00 p.m. Dallas, Texas time, on the date of the proposed Swing Line Loan (i) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.2(a) , or (ii) that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. Dallas, Texas time, on the borrowing date specified in such notice, make the amount of its Swing Line Loan available to Borrower. The principal amount of each Swing Line Loan shall be repaid in full not later than the eighth Business Day after the date on which such Swing Line Loan was funded. All accrued and unpaid interest on any Swing Line Loan shall be repaid monthly, in arrears, on the first Business Day of each calendar month.

(c) Participations . Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to its Commitment Percentage of such Swing Line Loan. If Borrower fails to repay any Swing Line Loan as provided herein, and funds cannot be or are not advanced under the Revolving Facility to satisfy the obligations under the Swing Line Subfacility (and in any event upon the earlier to occur of a Default or the Termination Date), Administrative Agent shall timely notify each Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Lender shall fund its participation in the relevant Swing Line Loan, and each Lender shall make available to Administrative Agent for the account of Swing Line Lender in immediately available funds such Lender’s ratable part of such unpaid principal amount. All such amounts payable by any Lender shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. Each payment by Borrower of all or any part of any Swing Line Loan shall be paid to Administrative Agent for the ratable benefit of Swing Line Lender and those Lenders who have funded their participations in such Swing Line Loan under this Section 2.2(c) ; provided that , with respect to any such participation, all interest accruing on the Swing Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to Swing Line Lender for its own account.

2.3 LC Subfacility .

(a) LC Commitment . Subject to the terms and conditions of this Agreement and Applicable Law, (1) LC Issuer agrees, in reliance upon the agreement of the other Lenders in this Section 2.3 , from time to time on any Business Day during the period from the Effective Date until the LC Expiration Date, to issue LCs for the account of Borrower or its Subsidiaries and to amend or extend LCs previously issued by it, upon Borrower’s application therefor (denominated in Dollars) by delivering to LC Issuer (with a copy to Administrative Agent) a properly completed LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas time two Business Days (or such later time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion) before such LC is to be issued or amended and (2) Lenders agree to participate in LCs issued for the account of Borrower and its Subsidiaries and any drawings thereunder; provided that , (i) on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, the Commitment Usage shall never exceed the aggregate amount of the Commitments then in effect, (ii) on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, the LC Exposure shall never exceed the LC Commitment then in effect, (iii) on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, each Lender’s Commitment Percentage of the Commitment Usage (including such Lender’s participations in any Swing Line Loans or any LC Exposure) shall not exceed such Lender’s Commitment; (iv) at the time of issuance or amendment of such LC, no Default or Event of Default shall have occurred and be continuing, (v) each LC must expire no later than the earlier of the LC Expiration Date or one year from its issuance; and (vi) LC Issuer shall not have received notice from any Lender, Administrative Agent, Borrower or any Subsidiary, at least one Business Day prior to the requested date of issuance or amendment of the applicable LC, that one or more applicable conditions contained in Section 5 shall not then be satisfied, provided further that , (x) LC Issuer shall be under no obligation to issue any LC if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain LC Issuer from issuing such LC, or any law applicable to LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over LC Issuer shall prohibit, or request that LC Issuer refrain from, the issuance of letters of credit generally or such LC in particular or shall impose upon LC Issuer with respect to such LC any restriction, reserve, or capital requirement (for which LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon LC Issuer any unreimbursed loss, cost, or expense which was not applicable on the Effective Date and which LC Issuer in good faith deems material to it; (B) the issuance of such LC would violate one or more policies of LC Issuer; or (C) a default of any Lender’s obligations to fund under Section 2.3(f) exists or any Lender is at such time a Defaulting Lender hereunder, unless LC Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate LC Issuer’s risk with respect to such Lender; and (y) LC Issuer shall be under no obligation to amend any LC if (A) LC Issuer would have no obligation at such time to issue such LC in its amended form under the terms hereof, or (B) the beneficiary of such LC does not accept the proposed amendment to such LC. Promptly after receipt of any LC Agreement, LC Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such LC Agreement from Borrower and, if not, LC Issuer will provide Administrative Agent with a copy thereof. Upon receipt by LC Issuer of confirmation from Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, LC Issuer shall, on the requested date, issue an LC for the account of Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with LC Issuer’s usual and customary business practices. Promptly after its delivery of any LC or any amendment to an LC to an advising bank with respect thereto or to the beneficiary thereof, LC Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such LC or amendment. Borrower shall promptly examine a copy of each LC and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify LC Issuer. Borrower shall be conclusively deemed to have waived any such claim against LC Issuer and its correspondents unless such notice is given as aforesaid. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving; accordingly, Borrower may, prior to the LC Expiration Date, obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

(b) Auto-Extension . If Borrower so requests in any applicable LC Agreement, LC Issuer may, in its sole and absolute discretion, agree to issue an LC that has automatic extension provisions (each, an “Auto-Extension LC” ); provided that any such Auto-Extension LC must permit LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such LC) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date” ) in each such twelve-month period to be agreed upon at the time such LC is issued. Unless otherwise directed by LC Issuer, Borrower shall not be required to make a specific request to LC Issuer for any such renewal. Once an Auto-Extension LC has been issued, Lenders shall be deemed to have authorized (but may not require) LC Issuer to permit the extension of such LC at any time to an expiry date not later than the LC Expiration Date; provided , however , that LC Issuer shall not permit any such extension if (i) LC Issuer has determined that it would have no obligation at such time to issue such LC in its renewed form under the terms hereof (by reason of the provisions of Section 2.3(a) or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the Non-Extension Notice Date (A) from Administrative Agent that the Requisite Lenders have elected not to permit such extension or (B) from Administrative Agent, any Lender, or Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied.

(c) Participations . Immediately upon the issuance by LC Issuer of any LC, LC Issuer shall be deemed to have sold and transferred to each other Lender, and each other such Lender shall be deemed irrevocably and unconditionally to have purchased and received from LC Issuer, without recourse or warranty, an undivided interest and participation, equal to such Lender’s Commitment Percentage of such LC, the LC Agreement, and all rights of LC Issuer in respect thereof ( other than rights to receive certain fees provided for in Section 3.8(d) ).

(d) Reimbursement Obligations . To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse LC Issuer (through Administrative Agent) (i) on or prior to the date of any payment by LC Issuer under an LC (each such date, an “ Honor Date ”), the amount of any draft paid or to be paid by LC Issuer, and (ii) promptly, upon demand, the amount of any applicable fees (in addition to the Fees described in Section 3.8 ) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower has not reimbursed LC Issuer for any drafts paid or to be paid by 10:00 a.m. on any Honor Date, Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Loan consisting of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, to the extent of availability, and if the conditions precedent in this Agreement for such a Revolving Loan (other than any notice requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.3(d) may be given by telephone if immediately confirmed in writing; provided , that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to this Section 2.3(d) make funds available to Administrative Agent for the account of LC Issuer in an amount equal to such Lender’s Commitment Percentage of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(f) , each Lender that so makes funds available shall be deemed to have made Base Rate Loans to Borrower in such amount. The funds so received shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower’s reimbursement obligation with respect to the draft under the LC; and (y) if and to the extent that for any reason, funds are not advanced pursuant to this Agreement to fully refinance the Unreimbursed Amount, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3(d) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such LC against presentation of a draft or certificate that does not strictly comply with the terms of such LC; or any payment made by LC Issuer under such LC to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such LC, including any arising in connection with any proceeding under any Debtor Relief Law; (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (F) the occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to Section 2.3(f) or under this Section 2.3(d) , LC Issuer shall promptly distribute any such payments received for the account of LC Issuer in respect of any Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including, proceeds of cash collateral applied thereto by Administrative Agent) to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the proceeds of a Loan under this Section 2.3(d) ) at any time from and after the date such amounts become payable until paid in full shall be payable by Borrower to LC Issuer at the Post-Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.15 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to Administrative Agent for the account of LC Issuer its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) General . Upon receipt from the beneficiary of any LC of any notice of a drawing under such LC, LC Issuer shall promptly notify Borrower of the date and amount of any draft presented for honor under any LC; provided that , failure to give any such notice shall not affect the obligations of Borrower hereunder. LC Issuer shall make payment upon presentment of a draft for honor unless it appears that presentment on its face does not comply with the terms of such LC, regardless of whether (i) any default or potential default under any other agreement has occurred and (ii) the obligations under any other agreement have been performed by the beneficiary or any other Person (and LC Issuer shall not be liable for any obligation of any Person thereunder). LC Issuer, Lenders, Administrative Agent and their respective Related Parties and any correspondent, participant or assignee of LC Issuer shall not be responsible for, and Borrower’s reimbursement obligations for honored drafts shall not be affected by, (i) any matter or event whatsoever (including, without limitation, the validity, enforceability, sufficiency, accuracy, or genuineness of documents or of any endorsements thereof, even if such document should in fact prove to be in any respect invalid, unenforceable, insufficient, inaccurate, fraudulent, or forged), (ii) any dispute by Borrower or any Subsidiary with or any Borrower or any Subsidiary’s claims, setoffs, defenses, counterclaims, or other rights against LC Issuer, any Lender, or any other Person, (iii) the occurrence of any Default or Event of Default, (iv) any action taken or omitted in connection herewith at the request or with the approval of Lenders or the Requisite Lenders, as applicable; (v) any action taken or omitted in the absence of gross negligence or willful misconduct; or (vi) any matters set forth in clauses (A) through (F) of Section 2.3(d) . However, nothing in this Section 2.3 constitutes a waiver of the rights of Borrower to assert any claim or defense based upon the gross negligence or willful misconduct of LC Issuer to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by LC Issuer’s willful misconduct or gross negligence or LC Issuer’s willful failure to pay under any LC after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of the LC. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.3(e) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(f) Obligation of Lenders . In the event any Unreimbursed Amount that is not fully refinanced for any reason by Revolving Loans consisting of Base Rate Loans pursuant to Section 2.3(d) , then LC Issuer shall so notify Administrative Agent, which, in turn, shall promptly notify each Lender of the Unreimbursed Amount and such Lender’s Commitment Percentage thereof. Each Lender shall promptly and unconditionally make available to Administrative Agent (for the account of LC Issuer) in immediately available funds such Lender’s Commitment Percentage of such unpaid reimbursement obligation, which funds shall be paid to Administrative Agent on or before the close of business on the Business Day on which such notice was given by Administrative Agent to Lenders (if given prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding Business Day (if notice was given after 1:00 p.m., Dallas, Texas time). All such amounts payable by any such Lender shall include interest thereon accruing at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by LC Issuer in accordance with banking industry rules on interbank compensation from the day the applicable draft is paid by LC Issuer to (but not including) the date such amount is paid by such Lender to Administrative Agent. Until each Lender funds its participation pursuant to this Section 2.3(f) to reimburse LC Issuer for any amount drawn under any LC, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of LC Issuer; provided that , once a Lender funds its participation (together with any interest owed with respect thereto) in accordance with this Section 2.3(f) , then interest with respect to such Lender’s Commitment Percentage of the Unreimbursed Amount shall accrue for the account of such Lender from the date such funding from the Lender was due hereunder. The obligations of Lenders to make payments to Administrative Agent (for the account of LC Issuer) with respect to LCs shall be irrevocable and not subject to any qualification or exception whatsoever (other than the gross negligence or willful misconduct of LC Issuer) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (ii) the existence of any claim, setoff, defense, or other right which such Lender may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (iii) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (iv) the occurrence of any Default or Event of Default.

(g) Duties of LC Issuer . LC Issuer agrees with each Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and LC Issuer’s sole liability to each Lender with respect to such LCs ( other than liability arising from the gross negligence or willful misconduct of LC Issuer) shall be to distribute promptly to each Lender who has acquired a participating interest therein such Lender’s ratable portion of any payments made to LC Issuer by Borrower pursuant to Section 2.3(d) . Each Lender and Borrower agree that, in paying any draft under any LC, LC Issuer shall not have any responsibility to obtain any document ( other than any documents required by the respective LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person delivering any such document, regardless of any notice or information to the contrary, and LC Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. LC Issuer, Lenders, and their respective representatives shall not be liable to any other Lender or Borrower or any of its Subsidiaries for the use which may be made of any LC or for any acts or omissions of any beneficiary thereof in connection therewith, provided, however , that this is not intended to, and shall not, preclude Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Any action, inaction, error, delay, or omission taken or suffered by LC Issuer or any of its representatives under or in connection with any LC, the draws, drafts, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such laws as LC Issuer or any of its representatives may deem applicable and (unless otherwise expressly agreed by LC Issuer and Borrower when an LC is issued) the ISP shall be binding upon Borrower and its Subsidiaries and Lenders and shall not place LC Issuer or any of its representatives under any resulting liability to Borrower or any of its Subsidiaries or any Lender.

(h) Cash Collateral . On the LC Expiration Date, or on any date that the LC Exposure exceeds the LC Commitment, or upon any demand by Administrative Agent upon the occurrence and during the continuance of an Event of Default, Borrower shall provide to Administrative Agent, for the benefit of Lenders, (i) cash collateral in an amount equal to 100% of the LC Exposure existing on such date, such cash and all interest thereon shall constitute cash collateral for all LCs, and (ii) such additional cash collateral as Administrative Agent may from time to time require, so that the cash collateral amount shall at all times equal or exceed 100% the LC Exposure. Any cash collateral deposited under this clause (h) shall be maintained by Administrative Agent in blocked, non-interest bearing deposit accounts at Bank of America. Borrower hereby grants to Administrative Agent, for the benefit of LC Issuer and Lenders, a security interest in all such cash and deposit accounts and all balances therein, and all proceeds of the foregoing.

(i) Indemnification . In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to protect, indemnify, pay, and save Administrative Agent, LC Issuer, and each Lender harmless from and against any and all claims, demands, liabilities, damages, or losses of, or owed to third parties (including any of the foregoing arising from the negligence of Administrative Agent, LC Issuer, Lenders, or their respective representatives), and any and all related costs, charges, and expenses (including Attorney Costs), which Administrative Agent, LC Issuer, or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any LC, or (B) the failure of LC Issuer to honor a draft under such LC as a result of any act or omission, whether rightful or wrongful, of any present or future Governmental Authority; provided that , Borrower shall have no liability to indemnify Administrative Agent, LC Issuer, or any Lender in respect of any liability arising out of the gross negligence or willful misconduct of such party or any representatives of such party. The provisions of and undertakings and indemnifications set forth in this Section 2.3(i) shall survive the satisfaction and payment of the Obligation and termination of this Agreement.

(j) LC Agreements . Although referenced in any LC, terms of any particular agreement or other obligation to the beneficiary are not in any manner incorporated herein. The fees and other amounts payable with respect to each LC shall be as provided in this Agreement, drafts under any LC shall be deemed part of the Obligations, and in the event of any conflict between the terms of this Agreement and any LC Agreement, the terms of this Agreement shall be controlling.

(k) Letters of Credit Issued for Subsidiaries . Notwithstanding that an LC issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, Borrower shall be obligated to reimburse LC Issuer hereunder for any and all drawings under such LC. Borrower hereby acknowledges that the issuance of LCs for the account of Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.4 Borrowing Procedures . The following procedures apply to all Loans ( except Swing Line Loans or the payment by LC Issuer of drafts under LCs):

(a) Requesting Loans . Borrower shall give Administrative Agent notice pursuant to a Notice of Borrowing or telephonic notice of each borrowing of Revolving Loans. Each Notice of Borrowing shall be delivered to Administrative Agent before 12:00 noon (i) in the case of Eurodollar Loans, on the date two Business Days prior to the proposed date of such borrowing and (ii) in the case of Base Rate Loans, on the proposed date of such borrowing. Any such telephonic notice shall include all information to be specified in a written Notice of Borrowing and shall be promptly confirmed in writing by Borrower pursuant to a Notice of Borrowing sent to Administrative Agent by telecopy on the same day of the giving of such telephonic notice. Administrative Agent will transmit by telecopy the Notice of Borrowing (or the information contained in such Notice of Borrowing) to each Lender promptly upon receipt by Administrative Agent (but in any event not later than 1:00 p.m. on the date of receipt thereof). Each Notice of Borrowing or telephonic notice of each borrowing shall be irrevocable once given and binding on Borrower.

(b) Disbursements of Loan Proceeds . No later than 3:00 p.m. on the date specified in the Notice of Borrowing, each Lender will make available for the account of its applicable Lending Office to Administrative Agent at the Principal Office, in immediately available funds, the proceeds of the Revolving Loan to be made by such Lender. Subject to satisfaction of the applicable conditions set forth in Section 5 for such borrowing, Administrative Agent will make the proceeds of such borrowing available to Borrower no later than 4:00 p.m. on the date and at the account specified by Borrower in such Notice of Borrowing.

(c) Lender Disbursements/Payments Generally . Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Eurodollar Loan that is a Revolving Loan (or, in the case of any Base Rate Loan, prior to 12:00 noon on the date of such Revolving Loan) that such Lender will not make available to Administrative Agent such Lender’s share of such Revolving Loan, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.5 (or, in the case of Base Rate Loans, that such Lender has made such share available in accordance` with and at the time required by Section 2.5 ) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Revolving Loan available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Revolving Loan to Administrative Agent, then the amount so paid shall constitute such Lender’s Commitment Percentage of such Revolving Loan. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

(d) Payments by Borrower; Presumptions by Administrative Agent . Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of Lenders or LC Issuer hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders or LC Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each Lenders or LC Issuer, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or LC Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(e) Failure to Satisfy Conditions Precedent . If any Lender makes available to Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2.4, and such funds are not made available to Borrower by Administrative Agent because the conditions to the applicable Loan funding or issuance of a Letter of Credit set forth in Section 5 are not satisfied or waived in accordance with the terms hereof, then, within one Business Day, Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

2.5 Rates and Payment of Interest on Loans .

(a) Rates . Borrower promises to pay to Administrative Agent for the account of each Lender, interest on the unpaid principal amount of each Revolving Loan for the period from and including the date of the making of such Revolving Loan to but excluding the date such Revolving Loan shall be paid in full, at the following per annum rates:

(i) during such periods as such Revolving Loan is a Base Rate Loan, the lesser of (A) the Base Rate (as in effect from time to time) and (B) the Maximum Rate; and

(ii) during such periods as such Revolving Loan is a Eurodollar Loan, the lesser of (A) the sum of the Adjusted Eurodollar Rate for such Revolving Loan for the Interest Period therefor, plus 1.30% and (B) the Maximum Rate.

Notwithstanding the foregoing, during the continuance of an Event of Default, Borrower hereby promises to pay to Administrative Agent (for the account of each Lender) interest at the applicable Post-Default Rate on the aggregate outstanding principal balance under all Revolving Loans made by such Lender and on any other amount payable by Borrower to such Lender hereunder or under any other Loan Document, including without limitation, any overdue accrued but unpaid interest to the extent permitted under Applicable Law,. .

(b) Payment of Interest . Accrued interest on each Revolving Loan shall be payable as provided in each of the following clauses which apply to such Revolving Loan: (i) in the case of a Base Rate Loan, monthly on the last Business Day of each calendar month, (ii) in the case of a Eurodollar Loan, on the last day of each Interest Period therefor; provided that , with respect to Eurodollar Loans having an Interest Period in excess of three months, then accrued interest shall also be due and payable at the end of each three-month period occurring after the commencement of such Interest Period until such Eurodollar Rate borrowing is paid or converted, and (iii) in the case of a Eurodollar Loan, upon the payment, prepayment or Continuation thereof or the Conversion of such Loan to a Loan of another Type (but only on the principal amount so paid, prepaid, Continued, or Converted). Interest payable during the continuance of an Event of Default but prior to maturity or acceleration of the Obligations shall be payable in accordance with the immediately preceding sentence. Interest payable at the Post-Default Rate shall be payable from time to time on demand. Promptly after the determination of any interest rate provided for herein or any change therein, Administrative Agent shall give notice thereof to Lenders to which such interest is payable and to Borrower. All determinations by Administrative Agent of an interest rate hereunder shall be conclusive and binding on Lenders and Borrower for all purposes, absent manifest error.

2.6 Number of Interest Periods . There may be no more than ten different Interest Periods for Eurodollar Loans outstanding at the same time.

2.7 Repayment of Loans . Borrower shall repay the entire outstanding Principal Debt and all accrued but unpaid interest thereon on the Termination Date.

2.8 Prepayments .

(a) Optional . Subject to Section 4.5 , Borrower may prepay any Loan made to it at any time without premium or penalty.

(b) Mandatory .

(i) If at any time the Commitment Usage exceeds the aggregate amount of the Commitments of Lenders in effect at such time, or the Swing Principal Debt exceeds the Swing Line Commitment, then Borrower shall immediately pay to Administrative Agent for the respective accounts of the appropriate Lenders the amount of such excess; provided that , on any such date that a mandatory prepayment is due under this Section 2.8(b)(i) , if no Principal Debt is then outstanding, but the LC Exposure exceeds the aggregate Commitments of Lenders then in effect, then Borrower shall provide to Administrative Agent (for itself and for the benefit of Lenders holding participations in the LC Subfacility) cash collateral in an amount at least equal to 100% of such excess.

(ii) If (A) as a result of any asset disposition by Borrower or any of its Subsidiaries, Borrower or any such Subsidiary is required to redeem or prepay (or to offer to redeem or prepay) any Debt ( other than the Obligations) by a particular date (the “Subject Date” ) in an amount equal to all or a portion of the net cash proceeds received by such entity from such asset disposition (the “Asset Disposition Proceeds” ), and (B) such obligations to redeem or prepay (or to offer to redeem or prepay) such other Debt may be avoided by prepayment of the Obligations in an amount equal to such Asset Disposition Proceeds on or prior to the Subject Date, then not less than 30 days prior to the Subject Date, Borrower shall pay to Administrative Agent (for the ratable benefit of Lenders) a mandatory prepayment of the Obligations (and the Commitments shall be concurrently reduced) in an amount equal to such Asset Disposition Proceeds.

If Borrower is required to pay any outstanding Eurodollar Loans by reason of this Section prior to the end of the applicable Interest Period therefor, then Borrower shall pay all amounts due under Section 4.5 .

2.9 Continuation . So long as no Default or Event of Default shall have occurred and be continuing, Borrower may on any Business Day, with respect to any Eurodollar Loan, elect to maintain such Eurodollar Loan or any portion thereof as a Eurodollar Loan, as applicable, by selecting a new Interest Period for such Loan. Each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by Borrower giving to Administrative Agent a Notice of Continuation not later than 12:00 noon on the second Business Day prior to the date of any such Continuation. Such notice by Borrower of a Continuation shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the Eurodollar Loan, or portion thereof, subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on Borrower once given. Promptly after receipt of a Notice of Continuation (and in any event not later than 1:00 p.m. on the date of receipt thereof), Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Continuation. If Borrower shall fail to select in a timely manner a new Interest Period for any Eurodollar Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan.

2.10 Conversion . Borrower may on any Business Day, upon Borrower’s giving of a Notice of Conversion to Administrative Agent, Convert all or a portion of a Revolving Loan of one Type into a Revolving Loan of another Type. Any Conversion of a Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loan. Each such Notice of Conversion shall be given by Borrower not later than 12:00 noon (a) on the Business Day prior to the date of any proposed Conversion into Base Rate Loans or (b) on the second Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly upon receipt of a Notice of Conversion (and in any event not later than 1:00 p.m. on the date of receipt thereof), Administrative Agent shall notify each Lender by telecopy or other similar form of transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone or telecopy confirmed immediately in writing if by telephone, in the form of a Notice of Conversion, specifying (i) the requested date of such Conversion, (ii) the Type of Revolving Loan to be Converted, (iii) the portion of such Type of Revolving Loan to be Converted, (iv) the Type of Revolving Loan into which such Revolving Loan is to be Converted, and (v) if such Conversion is into a Eurodollar Loan, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion shall be irrevocable by and binding on Borrower once given. Notwithstanding the foregoing, the right to convert from a Base Rate Loan to a Eurodollar Loan, or to continue a Eurodollar Loan, shall not be available during the occurrence of a Default or an Event of Default.

2.11 Loan Accounts, Notes .

(a) Loan Accounts; Noteless Transaction . The Principal Debt owed to each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business. The loan accounts or records maintained by Administrative Agent (including, without limitation, the Register) and each Lender shall be conclusive evidence absent manifest error of the amount of the Loans made to Borrower from each Lender under this Agreement (and subfacilities thereunder) and the interest and principal payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower under the Loan Documents to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of such Lender shall control absent manifest error.

(b) Notes . Upon the request of any Lender made through Administrative Agent, the Principal Debt owed to such Lender may be evidenced by one or more of the following Notes (as the case may be): (i) a Revolving Note (with respect to Principal Debt other than under the Swing Line Subfacility) and (ii) a Swing Line Note (with respect to Principal Debt arising under the Swing Line Subfacility).

2.12 Reductions of the Commitments . Borrower shall have the right to terminate or reduce the aggregate unused amount of the Commitments of Lenders ( other than the portion of the Commitments applicable to Swing Line Loans or issued and outstanding LCs) at any time and from time to time without penalty or premium upon not less than two Business Days prior written notice to Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction and shall be irrevocable once given and effective only upon receipt by Administrative Agent. Administrative Agent will promptly transmit such notice to each Lender. If a Commitment reduction is effected pursuant to this Section 2.12 at a time when the LC Commitment exceeds $100,000,000, or the Swing Line Commitment exceeds $50,000,000, then (a) the LC Commitment shall be automatically and permanently reduced by an amount equal to the lesser of (i) 16.66% of the amount of such Commitment reduction and (ii) the amount by which the LC Commitment exceeds $100,000,000 and (b) the Swing Line Commitment shall be automatically and permanently reduced by an amount equal to the lesser of (i) 8.33% of such Commitment reduction and (ii) the amount by which the Swing Line Commitment exceeds $50,000,000. Additionally, the Swing Line Commitment and the LC Commitment (as the case may be) shall be automatically and permanently reduced from time to time, on the date of any reduction in the Commitments of Lenders, by the amount, if any, by which the applicable Subfacility exceeds the aggregate Commitments of Lenders then in effect, after giving effect to such reduction of the Commitments. Additionally, the Commitments, once terminated or reduced, may not be increased or reinstated.

2.13 Increases of Commitments . Provided there exists no Default or Event of Default, Borrower may from time to time request any one or more Lenders to increase their respective Commitments or request other financial institutions first approved by Administrative Agent to agree to a Commitment, so that the total Commitments may be increased up to no more than $922,500,000. Any such Commitment increase must be effected by an amendment that is executed in accordance with Section 12.5 by Borrower, Administrative Agent, and the one or more Lenders who have agreed to increase their Commitments or by new Lenders who have agreed to new Commitments in accordance with Section 12.5 . No Lender is obligated to increase its Commitment under any circumstances, and no Lender’s Commitment may be increased except by its execution of an amendment to this Agreement in accordance with Section 12.5 . Each new Lender providing such additional Commitment shall be a “Lender” hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents. In such case, each Lender’s Commitment Percentage shall be recalculated to reflect the new proportionate share of the revised total Commitments. Borrower shall prepay any Loans outstanding on the effective date of any Commitment Increase effected hereby (and pay any additional amounts required pursuant to Section 4.5 ) to the extent necessary to keep the outstanding Revolving Loans (and any funded participations by Lenders under the Swing Line Subfacility and the LC Subfacility) ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section. Additionally, on the effective date of any Commitment increase, any unfunded participations in any Swing Line Loans or LC shall be adjusted to reflect the revised Commitment Percentages. All new Revolving Loans occurring after an increase of the total Commitments shall be funded in accordance with Lender’s revised Commitment Percentages.

SECTION 3. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS .

3.1 Payments . Each payment or prepayment on the Obligations shall be made in Dollars, without condition or deduction for setoff, counterclaim, defense, or recoupment, and is due and must be paid at Administrative Agent’s Principal Office in funds which are or will be available for immediate use by Administrative Agent by 12:00 noon on the day due. Payments made after 12:00 noon shall be deemed made on the Business Day next following. If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to Fees, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligations in the order and manner as Borrower may direct. If a Default or Event of Default exists (or if Borrower fails to give direction as permitted in the preceding sentence), any payment or prepayment shall be applied to the Obligations in accordance with Section 10.4 . Administrative Agent shall pay to each Lender any payment or prepayment to which such Lender is entitled hereunder on the same day Administrative Agent shall have received the same from Borrower; provided such payment or prepayment is received by Administrative Agent prior to 12:00 noon, and otherwise before 12:00 noon on the Business Day next following. If and to the extent Administrative Agent shall not make such payments to Lenders when due as set forth in the preceding sentence, such unpaid amounts shall accrue interest, payable by Administrative Agent, at the Federal Funds Rate from the due date until (but not including) the date on which Administrative Agent makes such payments to Lenders.

3.2 Pro Rata Treatment . Except to the extent otherwise provided herein: (a) each borrowing of a Revolving Loan from Lenders under Section 2.1 shall be made from Lenders, each payment of the Fees under Section 3.8(a) and 3.8(e) shall be made for account of Lenders, and each termination or reduction of the amount of the Commitments under Section 2.12 shall be applied to the respective Commitments of Lenders, pro rata according to the amounts of their respective Commitment Percentages; (b) each payment or prepayment of principal of Revolving Loans shall be made for account of Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; provided that , if immediately prior to giving effect to any such payment in respect of any Revolving Loans t