THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.61

$67,289,245

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

May 18, 2009,

Among

GRUBB & ELLIS COMPANY ,

as the Borrower ,

THE GUARANTORS NAMED HEREIN ,

as Guarantors ,

THE LENDERS NAMED HEREIN ,

DEUTSCHE BANK TRUST COMPANY AMERICAS ,

as Syndication Agent ,

DEUTSCHE BANK SECURITIES INC. ,

as Sole Book-Running Manager and Sole Lead Arranger ,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS ,

as Initial Issuing Bank and Administrative Agent

T A B L E O F C O N T E N T S

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

          THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 18, 2009 among GRUBB & ELLIS COMPANY, a Delaware corporation (the “ Borrower ”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), DEUTSCHE BANK SECURITIES INC., as sole book-running manager and sole lead arranger (the “ Lead Arranger ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“ DBTCA ”), as the initial issuer of Letters of Credit (as hereinafter defined) (in such capacity, the “ Initial Issuing Bank ”) and administrative agent (together with any successors appointed pursuant to Article VII, the “ Administrative Agent ”) for the Lender Parties (as hereinafter defined).

PRELIMINARY STATEMENTS

          (1) Pursuant to that certain Second Amended and Restated Credit Agreement dated as of December 7, 2007, as amended by (i) that certain First Letter Amendment dated as of August 4, 2008, and (ii) that certain Second Letter Amendment dated as of September 30, 2008 (as so amended, the “ Existing Agreement ”) among the Borrower, the guarantors party thereto, the lenders described therein, Deutsche Bank Securities Inc., as sole book-running manager and sole lead arranger, and Deutsche Bank Trust Company Americas, as initial issuing bank and administrative agent, such lenders extended certain commitments to make certain credit facilities available to the Borrower.

          (2) The Borrower, the Administrative Agent, the Lead Arranger, and the lenders party to the Existing Agreement desire to amend and restate the Existing Agreement to modify the terms and covenants of the credit facility provided thereunder.

          NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Existing Agreement to read in its entirety as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

          “ Account Control Agreement ” has the meaning specified in the Security Agreement.

          “ Accounting Change ” has the meaning specified in Section 1.03.

          “ Adjusted Excess Cash Flow ” means, for any period, an amount equal to (a) Consolidated EBITDA attributable to such period less (b) Fixed Charges attributable to such period.

          “ Administrative Agent ” has the meaning specified in the preamble to this Agreement.

          “ Administrative Agent’s Account ” means the account of the Administrative Agent maintained at Deutsche Bank Trust Company Americas, ABA No. 021 001 033, for further credit to the Commercial Loan Division, 90 Hudson Street, Jersey City, NJ, Account No. 99401268, or such other account maintained by the Administrative Agent and designated by the Administrative Agent in a written notice to the Lender Parties and the Borrower.

          “ Advance ” means a Revolving Credit Advance or a Letter of Credit Advance.

          “ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise.

          “ Agreement ” means this Third Amended and Restated Credit Agreement, as amended.

          “ Agreement Value ” means, for each Hedge Agreement, on any date of determination, an amount determined by the Administrative Agent equal to: (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the “ Master Agreement ”), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole “Affected Party”, and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of the form of Master Agreement); (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement determined by the Administrative Agent based on the settlement price of such Hedge Agreement on such date of determination; or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement determined by the Administrative Agent as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.

          “ Applicable Lending Office ” means, with respect to each Lender Party, such Lender Party’s Domestic Lending Office in the case of a Base Rate Advance and such Lender Party’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

          “ Applicable Margin ” means, at any date of determination, a percentage per annum equal to (i) for Base Rate Advances, (a) from the Effective Date until the date on which a recapitalization transaction is consummated in accordance with the Recapitalization Plan, 7.00% per annum, and (b) after the date on which a recapitalization transaction is completed in accordance with the Recapitalization Plan, 3.00% per annum; provided, however, that if the Borrower shall fail to consummate a recapitalization transaction by the Mandatory Amortization Date in accordance with the Recapitalization Plan, then the Applicable Margin shall be 11.00% per annum effective as of the Mandatory Amortization Date, and (ii) for Eurodollar Rate Advances, (a) from the Effective Date until the date on which a recapitalization transaction is consummated in accordance with the Recapitalization Plan, 8.00% per annum, and (b) after the date on which a recapitalization transaction is completed in accordance with the Recapitalization Plan, 4.00% per annum; provided, however, that if the Borrower shall fail to consummate a recapitalization transaction by the Mandatory Amortization Date in accordance with the Recapitalization Plan, then the Applicable Margin shall be 12.00% per annum effective as of the Mandatory Amortization Date.

          “ Applicable Paydown Percentage ” means (i) prior to the date on which the aggregate principal amount of outstanding Revolving Credit A Advances does not exceed $10,710,755, 100%, and (ii) from and after such date, 50%.

          “ Appropriate Lender ” means, at any time, with respect to (a) the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility at such time, or (b) the Letter of Credit Facility, (i) the Issuing Bank and (ii) if the other Revolving Credit B Lenders have participated in Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding at such time, each such other Revolving Credit B Lender.

          “ Approved Budget ” has the meaning specified in Section 5.03(f).

          “ Approved Fund ” means, with respect to any Lender Party that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Lender Party or by an Affiliate of such investment advisor.

          “ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender Party and an Eligible Assignee and accepted by the Administrative Agent, in accordance with Section 9.07 and in substantially the form of Exhibit C hereto or any other form approved by the Administrative Agent.

          “ Available Amount ” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

          “ Bankruptcy Law ” means any proceeding of the type referred to in Section 6.01(f) or Title II, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

          “ Base Rate ” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

     (a) the rate of interest announced publicly by DBTCA in New York, New York, from time to time, as its prime lending rate (the “ Prime Lending Rate ”) (the Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer; DBTCA may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate);

     (b) ¹ / 2 of 1% per annum above the Federal Funds Rate; and

     (c) 1% per annum above the Eurodollar Rate.

          “ Base Rate Advance ” means an Advance that bears interest as provided in Section 2.07(a)(i).

          “ Beneficial Owner ” shall have the meaning set forth in Rules 13(d)-3 and 13(d)-5 under the Securities Exchange Act of 1934, as amended.

          “ Borrower ” has the meaning specified in the Preamble to this Agreement.

          “ Borrower’s Account ” means the account of the Borrower specified by the Borrower in writing to the Administrative Agent from time to time.

          “ Borrower Properties ” shall mean those real estate assets owned or leased by any Loan Party or any of its Subsidiaries, listed on Schedules 4.01(w) and 4.01(x)(i), respectively.

          “ Borrowing ” means a Revolving Credit Borrowing.

          “ Breakage Indemnity Letter ” means a letter from Borrower to the Administrative Agent delivered contemporaneously with the Notice of Borrowing given hereunder with respect to the initial Borrowing and addressing the obligation of the Borrower to pay breakage costs under certain circumstances described therein.

          “ Budget Non-Compliance Event ” has the meaning specified in Section 5.03(e).

          “ Budget Reconciliation and Cash Flow Variance Report ” has the meaning specified in Section 5.03(e).

          “ Business Day ” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

          “ Capital Expenditures ” means, for any Person for any period, the sum of, without duplication, (a) all expenditures made, directly or indirectly, by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment or other tangible asset on a Consolidated balance sheet of such Person or have a useful life of more than one year plus (b) the aggregate principal amount of all Debt (including Obligations under Capitalized Leases) assumed or incurred in connection with any such expenditures. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be. Further, tenant improvement costs and expenses that would otherwise qualify as Capital Expenditures shall be excluded from the definition thereof to the extent such costs and expenses are reimbursable by the landlord.

          “ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

          “ Cash Equivalents ” means any of the following, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens other than Liens created under the Collateral Documents and having a maturity of not greater than 180 days from the date of acquisition thereof: (a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) insured certificates of deposit of or time deposits with any commercial bank that is a Lender Party or a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) below, is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1 billion, (c) commercial paper issued by any corporation organized under the laws of any State of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s Investors Service, Inc. or “A-1” (or the then equivalent grade) by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (d) Investments, classified in accordance with GAAP as Current Assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, as amended,

which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition or (e) Investments in marketable securities traded on the New York Stock Exchange or any other United States national securities exchange.

          “ Cash Flow Projections ” means the cash flow projections for the Borrower specified on Schedule VI hereto.

          “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

          “ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

          “ CFC ” means an entity that is a controlled foreign corporation under Section 957 of the Internal Revenue Code.

          “ Change of Control ” means the occurrence of any of the following: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (excluding members of the Kojaian Group) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the Beneficial Owner, directly or indirectly, of the voting power to (i) direct the voting of securities having more than 35% (or more than 50% in connection with implementation of the Recapitalization Plan) of the voting power for the election of directors of the Borrower or (ii) direct, directly or indirectly, the management or policies of the Borrower, or (b) during any period of up to 24 consecutive months, commencing before or after the date of this Agreement, Continuing Directors shall cease for any reason to constitute a majority of the board of directors of the Borrower.

          “ Collateral ” means all “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all other property that is or is intended to be subject to any Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

          “ Collateral Account ” has the meaning specified in the Security Agreement.

          “ Collateral Documents ” means the Security Agreement, the Account Control Agreements, the Account Control Ratifications, the Commodity Account Control Agreements, the Securities Account Control Agreements, the Mortgages, the Intellectual Property Security Agreement, each of the collateral documents, instruments and agreements delivered pursuant to Section 5.01(j), and each other agreement that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

          “ Commission Advance Program ” means any program pursuant to which a Loan Party may make advances to its employees and/or agents against future real estate commissions to be earned by such employees or agents, provided that any such advances shall be made only in accordance with the Approved Budget.

          “ Commitment ” means a Revolving Credit Commitment or a Letter of Credit Commitment.

          “ Commodity Account Control Agreement ” has the meaning specified in the Security Agreement.

          “ Compliance Certificate ” means a certificate duly executed by any of the chairman of the board of directors, chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial matters, the president or the chief financial officer of the Borrower, substantially in the form of Exhibit G hereto.

          “ Confidential Information ” means information that any Loan Party furnishes to the Administrative Agent or any Lender Party, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent or such Lender Party from a source other than the Loan Parties.

          “ Consolidated ” refers to the consolidation of accounts in accordance with GAAP.

          “ Consolidated EBITDA ” means, for any date of determination, for the Measurement Period most recently ended, the Consolidated EBITDA of the Borrower and its Subsidiaries for such Measurement Period, as determined on a consolidated basis in accordance with GAAP, less the consolidated net income of any Divested Entity on a pro forma basis for such Measurement Period.

          “ Consolidated Net Income ” means, for any date of determination, for the Measurement Period most recently ended, the Consolidated net income of the Borrower and its Subsidiaries for such Measurement Period determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded from such calculation (a) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest and (b) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Applicable Law applicable to such Subsidiary.

          “ Contingent Obligation ” means, with respect to any Person, any Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, leases, dividends or other payment Obligations (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

          “ Continuing Directors ” means the directors of the Borrower on the Effective Date and thereafter, all such directors and any additional or replacement directors if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors.

          “ Conversion ”, “ Convert ” and “ Converted ” each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.09 or 2.10.

          “ Current Assets ” of any Person means all assets of such Person that would, in accordance with GAAP, be classified as current assets of a company conducting a business the same as or similar to that of such Person, after deducting adequate reserves in each case in which a reserve is proper in accordance with GAAP.

          “ Customary Carve-Out Agreement ” has the meaning specified in the definition of “Non-Recourse Debt.”

          “ DBSI ” has the meaning specified in the preamble to this Agreement.

          “ DBTCA ” has the meaning specified in the preamble to this Agreement.

          “ Debt ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all Obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business) to the extent required to be shown on a balance sheet prepared in accordance with GAAP, the amount of which shall equal the amount required to be shown on such a balance sheet, (c) all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all Obligations of such Person created or arising from or in connection with the deposit, transfer or assignment of Equity Interests into trust, (e) all Obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all Obligations of such Person as lessee under Capitalized Leases, (g) all Obligations of such Person under acceptance, letter of credit or similar facilities, (h) all Obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (i) all Obligations of such Person in respect of Hedge Agreements, valued at the Agreement Value thereof, (j) all Contingent Obligations and Off-Balance Sheet Obligations of such Person and (k) all indebtedness and other payment Obligations referred to in clauses (a) through (j) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations, provided that the amount of Debt of the type referred to in clauses (j), to the extent such Debt consists of guarantees, and (k) above will be included within the definition of “Debt” only to the extent of the amount of the obligations so guaranteed and to the extent of any such Lien, respectively.

          “ Debt for Borrowed Money ” of any Person means, at any date of determination, all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such Person at such date, including, without limitation, any Contingent Obligations of the Borrower and its Subsidiaries.

          “ Default ” means any Event of Default or any event that would constitute an Event of Default but for the passage of time or the requirement that notice be given or both.

          “ Default Interest ” has the meaning set forth in Section 2.07(b).

          “ Defaulted Advance ” means, with respect to any Lender Party at any time, the portion of any Advance required to be made by such Lender Party to the Borrower pursuant to Section 2.01 or 2.02 at or prior to such time that has not been made by such Lender Party or by the Administrative Agent for the account of such Lender Party pursuant to Section 2.02(e) as of such time. In the event that a portion of a Defaulted Advance shall be deemed made pursuant to Section 2.15(a), the remaining portion of such Defaulted Advance shall be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

          “ Defaulted Amount ” means, with respect to any Lender Party at any time, any amount required to be paid by such Lender Party to the Administrative Agent or any other Lender Party hereunder or under any other Loan Document at or prior to such time that has not been so paid as of such time, including, without limitation, any amount required to be paid by such Lender Party to (a) the Issuing Bank pursuant to Section 2.03(c) to purchase a portion of a Letter of Credit Advance made by the Issuing Bank, (b) the Administrative Agent pursuant to Section 2.02(e) to reimburse the Administrative Agent for the amount of any Advance made by the Administrative Agent for the account of such Lender Party, (c) any other Lender Party pursuant to Section 2.13 to purchase any participation in Advances owing to such other Lender Party and (d) the Administrative Agent or the Issuing Bank pursuant to Section 7.05 to reimburse the Administrative Agent or the Issuing Bank for such Lender Party’s ratable share of any amount required to be paid by the Lender Parties to the Administrative Agent or the Issuing Bank as provided therein. In the event that a portion of a Defaulted Amount shall be deemed paid pursuant to Section 2.15(b), the remaining portion of such Defaulted Amount shall be considered a Defaulted Amount originally required to be paid hereunder or under any other Loan Document on the same date as the Defaulted Amount so deemed paid in part.

          “ Defaulting Lender ” means, at any time, any Lender Party that, at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take any action or be the subject of any action or proceeding of a type described in Section 6.01(f).

          “ Deposit Account ” has the meaning specified in the Security Agreement.

          “ Disclosed Litigation ” has the meaning specified in Section 3.01(e).

          “ Disposition ” means, with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “ Dispose ” and “ Dispose of ” shall have correlative meanings.

          “ Divested Entity ” means, for any date of determination, for the Measurement Period most recently ended, any Person (or division or similar business unit) disposed of by the Borrower or any Subsidiary during such Measurement Period if, as of the last day of the fiscal quarter immediately preceding such disposition, the contribution to EBITDA of such Person (or division or similar business unit) accounted for 5% or more of Consolidated EBITDA for the 12 months preceding such last day.

          “ Domestic Lending Office ” means, with respect to any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party, as the case may be, or such

other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

          “ Domestic Subsidiary ” means any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States of America.

          “ Early Termination Date ” has the meaning specified in the definition of “Termination Date” herein.

          “ EBITDA ” means, for any date of determination, for the Measurement Period most recently ended, Consolidated Net Income for such Measurement Period plus, without duplication and to the extent reflected as a charge in the statement of Consolidated Net Income for such Measurement Period, the sum of (a) total income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Debt (including the Advances), (c) depreciation expense, (d) amortization of intangibles (including goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of Consolidated Net Income for such Measurement Period, losses on sales of assets outside of the ordinary course of business) and (f) any other non-cash charges; and minus, to the extent included in the statement of such Consolidated Net Income for such Measurement Period, the sum of (a) interest income, (b) any extraordinary income or gains (including, whether or not otherwise includable as a separate item in the statement of Consolidated Net Income for such Measurement Period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined in accordance with GAAP.

          “ Effective Date ” has the meaning specified in Section 3.01.

          “ Eligible Assignee ” means (a) with respect to any Facility (other than the Letter of Credit Facility), (i) a commercial bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus of at least $100,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “ OECD ”), or a political subdivision of any such country, and having a combined capital and surplus of at least $100,000,000 ( provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD); (iii) a Person that is engaged in the business of commercial banking and that is (A) an Affiliate of a Lender, (B) an Affiliate of a Person of which a Lender is an Affiliate or (C) a Person of which a Lender is an Affiliate; (iv) an insurance company, mutual fund or other financial institution organized under the laws of the United States, any state thereof, any other country which is a member of the OECD or a political subdivision of any such country which invests in bank loans and has a net worth of $500,000,000; (v) any fund (other than a mutual fund) which invests in bank loans and whose assets exceed $100,000,000; and (vi) with the prior approval of the Administrative Agent and the Required Lenders, any other Person; and (b) with respect to the Letter of Credit Facility, a Person that is an Eligible Assignee under subclause (i), (ii) or (vi) of clause (a) of this definition (or any Affiliate of any such Person) and is approved by the Administrative Agent; provided , however , that (x) neither any Loan Party nor any Affiliate of a Loan Party shall qualify as an Eligible Assignee under this definition without the approval of the Administrative Agent and the Required Lenders and (y) no Person shall be an “ Eligible Assignee ” unless at the time of the proposed assignment to such Person (i) such Person is able to make its portion of the Revolving Credit A Advances in U.S. dollars, and (ii) such Person is exempt from withholding of tax on interest and is able to deliver the documents related thereto pursuant to Section 2.12(e) of the Credit Agreement.

          “ Environmental Action ” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

          “ Environmental Law ” means any Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

          “ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

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

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

          “ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414 of the Internal Revenue Code.

          “ ERISA Event ” means (a)(i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or

condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan.

          “ Escrow Bank ” has the meaning specified in Section 2.15(c).

          “ Eurocurrency Liabilities ” has the meaning specified in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

          “ Eurodollar Lending Office ” means, with respect to any Lender Party, the office of such Lender Party specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

          “ Eurodollar Rate ” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a) the average of the respective rates per annum (rounded upward to the next whole multiple of 1/16th of 1%) posted by each of the principal London offices of banks posting rates as displayed on the Reuters Screen LIBOR01 Page or such other page as may replace such page on such service for the purpose of displaying the London interbank offered rate of major banks for deposits in U.S. dollars, at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for deposits in an amount substantially equal to DBTCA’s Eurodollar Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period.

          “ Eurodollar Rate Advance ” means an Advance that bears interest as provided in Section 2.07(a)(ii).

          “ Eurodollar Rate Reserve Percentage ” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

          “ Events of Default ” has the meaning specified in Section 6.01.

          “ Existing Agreement ” has the meaning specified in the first Preliminary Statement.

          “ Existing Agreement Date” means as of December 7, 2007.

          “ Existing Debt ” means Debt of each Loan Party and its Subsidiaries outstanding immediately before and after the occurrence of the Effective Date, other than the Facility.

          “ Existing Letters of Credit ” means the Letters of Credit specified on Schedule III hereto.

          “ Extension Date ” has the meaning specified in Section 2.17.

          “ Facility ” means the Revolving Credit Facility or the Letter of Credit Facility.

          “ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

          “ Fee Letter ” means the fee letter dated as of even date herewith between the Borrower and the Administrative Agent, as amended.

          “ Fiscal Year ” means a fiscal year of the Borrower and its Consolidated Subsidiaries ending on December 31 in any calendar year.

          “ Fixed Charges ” means, for any date of determination, for the Measurement Period most recently ended, the sum (without duplication) of (a) Interest Expense for such Measurement Period, (b) cash income taxes paid by the Borrower or any of its Subsidiaries on a Consolidated basis in respect of such Measurement Period, (c) scheduled principal payments made during such Measurement Period on account of principal of Debt of the Borrower or any of its Subsidiaries (including Capitalized Lease payments but excluding payments of principal of Debt due at the maturity thereof), and (d) cash dividends paid or distributed by the Borrower during such Measurement Period.

          “ Foreign Subsidiary ” means any Subsidiary of the Borrower that is not a Domestic Subsidiary.

          “ GAAP ” has the meaning specified in Section 1.03.

          “ GERA Existing Financing ” means the following first mortgage loans from Wachovia Bank, N.A., each as more particularly described in the Registration Statement of Borrower on Form S-4 dated October 17, 2007: (i) that certain loan in the initial principal amount of $42,500,000 to GERA Abrams Centre LLC and GERA 6400 Shafer LLC, and (ii) that certain loan in the initial principal amount of $78,000,000 to GERA Danbury LLC.

          “ GERA Property Acquisition Subsidiaries ” means the following wholly-owned Subsidiaries of GERA Property Acquisition LLC, a Subsidiary of the Borrower: (i) GERA Abrams Centre LLC, (ii) GERA 6400 Shafer LLC, and (iii) GERA Danbury LLC.

          “ Governmental Authority ” means any nation or government, any state, province, city, municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board, bureau or similar body, whether federal, state, provincial, territorial, local or foreign.

          “ Governmental Authorization ” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

          “ Guaranteed Obligations ” has the meaning specified in Section 8.01.

          “ Guarantors ” means the Subsidiaries of the Borrower listed on Schedule II hereto and each other Subsidiary of the Borrower that shall be required to execute and deliver a guaranty pursuant to Section 5.01(j).

          “ Guaranty ” means the guaranty of the Guarantors set forth in Article VIII together with each other guaranty and guaranty supplement delivered pursuant to Section 5.01(j), in each case as amended.

          “ Guaranty Supplement ” has the meaning specified in Section 8.05.

          “ Hazardous Materials ” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

          “ Hedge Agreements ” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements.

          “ Hedge Bank ” means any Lender Party or an Affiliate of a Lender Party in its capacity as a party to a Secured Hedge Agreement.

          “ Inactive Subsidiaries ” has the meaning set forth in Section 4.01(ee).

          “ Indemnified Party ” has the meaning specified in Section 9.04(b).

          “ Initial Issuing Bank ” has the meaning specified in the preamble to this Agreement.

          “ Initial Lender Parties ” means the Initial Issuing Bank and the Initial Lenders.

          “ Initial Lenders ” means the financial institutions listed on the signature pages hereof as the Initial Lenders.

          “ Initial Pledged Debt ” has the meaning specified in the Security Agreement.

          “ Insufficiency ” means, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

          “ Intellectual Property Security Agreement ” means the intellectual property security agreement in substantially the form set forth in Exhibit F to the Security Agreement or otherwise in form and substance satisfactory to the Administrative Agent.

          “ Interest Expense ” means, for any date of determination, for the Measurement Period most recently ended, the sum of total cash interest expense of the Borrower and its Subsidiaries for such Measurement Period with respect to all outstanding Debt of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing and other Debt).

          “ Interest Period ” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and ending on the numerically

corresponding day in the next succeeding calendar month and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the numerically corresponding day in the next succeeding calendar month. The duration of each such Interest Period shall be one month; provided , however , that:

       (a) no Interest Period shall extend beyond the Termination Date;

       (b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided , however , that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

       (c) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

          “ Interim Mandatory Amortization Payments ” has the meaning specified in Section 2.06(e)(iv)(B).

          “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

          “ Investment ” in any Person means any loan or advance to such Person, any purchase or other acquisition of any Equity Interests or Debt or the assets comprising a division or business unit or a substantial part or all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (j) or (k) of the definition of “ Debt ” in respect of such Person. For avoidance of doubt, the term Investment shall also include the acquisition of any real estate assets (a) other than the acquisition of real estate assets in the ordinary course of business in connection with the operation of investment programs by the Borrower or its Subsidiaries and consistent with the Approved Budget, provided that (i) the cost of such real estate assets acquired shall not exceed $10,000,000 in the aggregate, (ii) no individual real estate asset so acquired shall remain owned by the Borrower or any Subsidiary of the Borrower for longer than 90 consecutive days, and (iii) no Debt shall be incurred by the Borrower or any Subsidiary of the Borrower in connection with such real estate assets, and (b) exclusive of the leasing of office space as a lessee in the ordinary course of business.

          “ Issuing Bank ” means the Initial Issuing Bank and any other Revolving Credit B Lender approved as an Issuing Bank by the Administrative Agent and any Eligible Assignee to which a Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as such Revolving Credit B Lender or such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office and the amount of its Letter of Credit Commitment (which information shall be recorded by the Administrative Agent in the Register), for so long as such Initial Issuing Bank, Revolving Credit B Lender or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment.

          “ Kojaian Group ” means Mr. C. Michael Kojaian and any person or entity who, after the Effective Date, is deemed to be an Affiliate of Mr. C. Michael Kojaian.

          “ L/C Collateral Account ” has the meaning specified in the Security Agreement.

          “ L/C Related Documents ” has the meaning specified in Section 2.04(d)(ii)(A).

          “ Lead Arranger ” has the meaning specified in the preamble to this Agreement.

          “ Legacy TIC Syndication” means any tenant-in-common syndication effected prior to the Effective Date by the Borrower or its Subsidiaries that complies with each of the following requirements: (a) such syndication was entered into in the ordinary course of the Borrower’s business, (b) such syndication is not inconsistent with the Approved Budget, and (c) no Default has occurred and is continuing or could reasonably be expected to result from such syndication.

          “ Lender Party ” means any Lender or the Issuing Bank.

          “ Lender Warrants ” means warrants of the Borrower in substantially the form of Exhibit I granted in accordance with the Warrant Agreement.

          “ Lenders ” means the Initial Lenders and each Person that shall become a Lender hereunder pursuant to Section 9.07 for so long as such Initial Lender or Person, as the case may be, shall be a party to this Agreement.

          “ Letter of Credit Advance ” means an advance made by the Issuing Bank or any Revolving Credit B Lender pursuant to Section 2.03(c).

          “ Letter of Credit Agreement ” has the meaning specified in Section 2.03(a).

          “ Letter of Credit Commitment ” means, with respect to the Issuing Bank at any time, the amount set forth opposite such Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if such Issuing Bank has entered into one or more Assignment and Acceptances, set forth for such Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

          “ Letter of Credit Facility ” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Issuing Bank’s Letter of Credit Commitment at such time and (b) $4,289,245, as such amount may be reduced at or prior to such time pursuant to Section 2.05. The Letter of Credit Facility shall comprise a subfacility of the Revolving Credit B Facility, and, for avoidance of doubt, the Available Amount of each Letter of Credit shall reduce the Unused Revolving Credit B Commitments of the Lenders, as more particularly described in the definition of “Unused Revolving Credit B Commitment”.

          “ Letters of Credit ” has the meaning specified in Section 2.01(d).

          “ Lien ” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

          “ Limited Joint Venture ” means any joint venture (a) in which the Borrower or any of its Subsidiaries holds any Equity Interest, (b) that is not a Subsidiary of the Borrower or any of its Subsidiaries and (c) the accounts of which would not appear on the Consolidated financial statements of the Borrower.

          “ Limited Purpose Subsidiary ” means (i) GERA Abrams Centre LLC, (ii) GERA 6400 Shafer LLC, (iii) GERA Danbury LLC, (iv) NNN 200 Galleria, LLC and (v) NNN Avallon, LLC.

          “ Loan Documents ” means (a) this Agreement, (b) the Notes, (c) the Guaranties, (d) the Collateral Documents, (e) the Fee Letter, (f) each Letter of Credit Agreement and (g) each Secured Hedge Agreement, in each case as amended.

          “ Loan Parties ” means the Borrower and the Guarantors.

          “ Mandatory Amortization Date ” has the meaning specified in Section 2.06(e)(iii).

          “ Mandatory Amortization Payment ” has the meaning specified in Section 2.06(e)(iii).

          “ Mandatory Prepayment Event ” has the meaning specified in Section 2.06(e).

          “ Margin Stock ” has the meaning specified in Regulation U.

          “ Material Adverse Change ” means any material adverse change in the business, assets, properties, condition (financial or otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries, taken as a whole, including, without limitation, any material adverse change in the projected cash flow of the Borrower as compared to the Cash Flow Projections.

          “ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, properties, condition (financial or otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender Party under any Loan Document, (c) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is or is to be a party, or (d) the projected cash flow of the Borrower as compared to the Cash Flow Projections.

          “ Material Contract ” means, with respect to any Loan Party or any of their Subsidiaries, each contract (other than a contract pursuant to which such Loan Party or Subsidiary is engaged to provide brokerage services with regard to a single client under which a commission or other fee is payable) to which such Loan Party or Subsidiary is a party involving aggregate consideration (excluding (x) reimbursable expenses of such Loan Party or Subsidiary and (y) project management fees payable to such Loan Party or Subsidiary the amount of which cannot yet be determined because the amount of such fees are contingent) payable to or by such Loan Party or Subsidiary of $500,000 or more in any year.

          “ Measurement Period ” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date.

          “ Mortgages ” means deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust, if any, in form and substance satisfactory to the Administrative Agent and covering Borrower Properties (other than office space leases for which Borrower is the lessee) having a fair market value exceeding $500,000, duly executed by the appropriate Loan Party.

          “ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

          “ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

          “ Net Cash Proceeds ” means, (a) with respect to any direct or indirect sale, lease, transfer or other disposition of any real property of the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such sale, lease, transfer or other disposition (including any cash or Cash Equivalents received by way of a permitted deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Non-Recourse Debt that is secured by such asset and that is required to be repaid in connection with such sale, lease, transfer or other disposition thereof, (B) the reasonable and customary out-of-pocket costs, fees, commissions, premiums and expenses incurred by the Borrower or relevant Subsidiary, and (C) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith, (b) with respect to any conversion of any Investment into cash or Cash Equivalents, the excess, if any, of (i) the sum of the cash or Cash Equivalents received in connection with such conversion over (ii) the sum of (A) the out-of-pocket costs, fees, commissions, premiums and expenses incurred by the applicable Borrower, Guarantor or Subsidiary in connection with such conversion to the extent such amounts were not deducted in determining the amount referred to in clause (i) and (B) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith, (c) with respect to any refund for Taxes paid received by the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of the cash or Cash Equivalents received in connection with such refund over (ii) the sum of (A) the out-of-pocket costs, fees, commissions, premiums and expenses incurred by the applicable Borrower or Subsidiary in connection with such refund to the extent such amounts were not deducted in determining the amount referred to in clause (i) and (B) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith, (d) with respect to any direct or indirect public offering of or private placement of any Equity Interests (including Preferred Interests), the excess, if any, of (i) the sum of the cash or Cash Equivalents received in connection with such offering or placement over (ii) the sum of (A) the out-of-pocket costs, fees, commissions, premiums and expenses incurred by the applicable Borrower, Guarantor or Subsidiary in connection with such offering or placement to the extent such amounts were not deducted in determining the amount referred to in clause (i) and (B) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith, (e) with respect to the issuance of any Debt securities (including mortgages, mortgage bonds and any Debt expected to be included in or contributed to a commercial mortgage-backed securities issuance, a collateralized debt obligation or a collateralized loan obligation), whether placed publicly or privately, the excess, if any, of (i) the sum of the cash or Cash Equivalents received in connection with such issuance over (ii) the sum of (A) the out-of-pocket costs, fees, commissions, premiums and expenses incurred by the applicable Borrower, Guarantor or Subsidiary in connection with issuance to the extent such amounts were not deducted in determining the amount referred to in clause (i) and (B) federal, state, provincial, foreign and

local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith, and (f) with respect to any other transaction or event occurring outside of the ordinary course of business of the Borrower and its Subsidiaries, the excess, if any, of (i) the sum of the cash or Cash Equivalents received in connection with such transaction or event over (ii) the sum of (A) the out-of-pocket costs, fees, commissions, premiums and expenses incurred by the applicable Borrower or Subsidiary in connection with the transaction or event to the extent such amounts were not deducted in determining the amount referred to in clause (i) and (B) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith.

          “ Non-Recourse Debt ” means Debt for Borrowed Money with respect to which recourse for payment is limited to (a) any building(s) or parcel(s) of real property or any related assets encumbered by a Lien securing such Debt for Borrowed Money and/or (b) the general credit of the Property-Level Subsidiary that has incurred such Debt for Borrowed Money, and/or the direct Equity Interests therein (any such Non-Recourse Debt secured by Equity Interests in any Property-Level Subsidiary, being a “ Non-Recourse Mezzanine Financing ”), it being understood that the instruments governing such Debt may include customary carve-outs to such limited recourse (any such customary carve-outs or agreements limited to such customary carve-outs, being a “ Customary Carve-Out Agreement ”) such as, for example, personal recourse to the Borrower or any Subsidiary of the Borrower for fraud, misrepresentation, misapplication or misappropriation of cash, waste, environmental claims, damage to properties, non-payment of taxes or other liens despite the existence of sufficient cash flow, interference with the enforcement of loan documents upon maturity or acceleration, voluntary or involuntary bankruptcy filings, violation of loan document prohibitions against transfer of properties or ownership interests therein and liabilities and other circumstances customarily excluded by lenders from exculpation provisions and/or included in separate indemnification and/or guaranty agreements in non-recourse financings of real estate.

          “ Non-Recourse Mezzanine Financing ” has the meaning specified in the definition of “Non-Recourse Debt”.

          “ Note ” means a Revolving Credit Note.

          “ Notice of Borrowing ” has the meaning specified in Section 2.02(a).

          “ NPL ” means the National Priorities List under CERCLA.

          “ Obligation ” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01(f). Without limiting the generality of the foregoing, the Obligations of any Loan Party under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, attorneys’ fees, commissions, including, without limitation, Letter of Credit commissions, and disbursements, indemnities and other amounts payable by such Loan Party under any Loan Document and (b) the obligation of such Loan Party to reimburse any amount in respect of any of the foregoing that any Lender Party, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

          “ OECD ” means the Organization for Economic Cooperation and Development.

          “ Off Balance Sheet Obligation ” means, with respect to any Person, without duplication of any clause within this definition or within the definition of “Debt”, all (a) Obligations of such Person under any lease which is treated as an operating lease for financial accounting purposes and a financing lease for tax purposes (i.e., a “synthetic lease”), (b) Obligations of such Person in respect of transactions entered into by such Person, the proceeds from which would be reflected on the financial statements of such Person in accordance with GAAP as cash flows from financings at the time such transaction was entered into (other than as a result of the issuance of Equity Interests) and (c) Obligations of such Person in respect of other transactions entered into by such Person that are not otherwise addressed in the definition of “Debt” or in clause (a) or (b) above that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing).

          “ Other Taxes ” has the meaning specified in Section 2.12(b).

          “ Participant ” has the meaning specified in Section 2.03(c).

          “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, as amended from time to time.

          “ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor).

          “ Permitted Cash Reserves ” means cash or Cash Equivalents in an aggregate amount not to exceed at any time the sum of (a) the minimum amount necessary to satisfy any cash on hand or liquidity requirements imposed on the Borrower or its Subsidiaries under the rules or regulations of the Financial Industry Regulatory Authority, Inc. plus (b)(i) during the period from the Effective Date until the date of consummation of a recapitalization transaction in accordance with the Recapitalization Plan, $6,000,000, and (ii) after the date on which a recapitalization transaction is consummated in accordance with the Recapitalization Plan, $12,000,000.

          “ Permitted Liens ” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b); (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than 30 days and (ii) individually or together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate; (c) pledges or deposits in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) Liens securing judgments (or the payment of money) not constituting a Default under Section 6.01(g) or securing appeal or other surety bonds related to such judgments; (f) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes, excluding any such easements, rights of way or encumbrances securing Debt for Borrowed Money; and (g) Liens securing insurance premium financing arrangements entered into in the ordinary course of business and permitted under Section 5.02(b)(iii)(G).

          “ Permitted Variance ” has the meaning specified in Section 5.03(e).

          “ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

          “ Plan ” means a Single Employer Plan or a Multiple Employer Plan.

          “ Pledged Debt ” has the meaning specified in the Security Agreement.

          “ Pledged Equity ” has the meaning specified in the Security Agreement.

          “ Post-Petition Interest ” has the meaning specified in Section 8.06.

          “ Preferred Interests ” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

          “ Pre-Negotiation Agreement ” means that certain Pre-Negotiation Agreement dated as of February 27, 2009 by and among the Borrower, the Administrative Agent and the Guarantors (as defined in the Existing Agreement).

          “ Prepayment Failure Event ” has the meaning specified in Section 2.06(e)(iii).

          “ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.

          “ Property-Level Subsidiary ” means any direct or indirect Limited Purpose Subsidiary of the Borrower that holds a direct fee interest in any real property and related assets.

          “ Pro Rata Share ” or “ Revolver B Pro Rata Share ” of any amount means, with respect to any Revolving Credit B Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit B Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit B Commitment as in effect immediately prior to such termination) and the denominator of which is the Revolving Credit B Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Revolving Credit B Facility as in effect immediately prior to such termination). The initial Revolver B Pro Rata Share of each Lender is set forth opposite the name of that Lender in Schedule I annexed hereto under the heading “Revolver B Pro Rata Share”; provided that Schedule I shall be amended and each Revolver B Pro Rata Share shall be adjusted from time to time to give effect to the execution of any supplements, amendments or modifications to this Agreement and the addition or removal of any Lender as provided herein or by assignment pursuant to Section 9.07.

          “ Real Property Assets ” means all real property held for sale by any Limited Purpose Subsidiary as permitted by Section 5.01(s), Section 5.01(t) and 5.02(e)(v). The Borrower acknowledges that as of the Effective Date the Real Property Assets consist of those properties listed on Schedule IV.

          “ Recapitalization Plan ” means a recapitalization plan, specifying the specific steps to be taken to implement a recapitalization of the Borrower and the specific dates by which such steps must be completed, in the form of Schedule V.

          “ Redeemable ” means, with respect to any Equity Interests, any such Equity Interests that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a

sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

          “ Register ” has the meaning specified in Section 9.07(d).

          “ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

          “ Required Lenders ” means, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) the aggregate principal amount of the Advances outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, and (c) the aggregate Unused Revolving Credit B Commitments at such time; provided , however, that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time (A) the aggregate principal amount of the Advances owing to such Lender (in its capacity as a Lender) and outstanding at such time, (B) such Lender’s Pro Rata Share of the aggregate Available Amount of all Letters of Credit outstanding at such time and (C) the Unused Revolving Credit B Commitment of such Lender at such time. For purposes of this definition, the aggregate principal amount of Letter of Credit Advances owing to the Issuing Bank and the Available Amount of each Letter of Credit shall be considered to be owed to the Revolving Credit B Lenders ratably in accordance with their respective Revolving Credit B Commitments.

          “ Restricted Investment ” shall have the meaning specified in Section 5.02(m).

          “ Restricted Payments ” shall have the meaning specified in Section 5.02(g).

          “ Revised Approved Budget ” has the meaning specified in Section 2.06(e)(iv)(C).

          “ Revolver A Pro Rata Share ” of any amount means, with respect to any Revolving Credit A Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit A Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit A Commitment as in effect immediately prior to such termination) and the denominator of which is the Revolving Credit A Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Revolving Credit A Facility as in effect immediately prior to such termination). The initial Revolver A Pro Rata Share of each Lender is set forth opposite the name of that Lender in Schedule I annexed hereto under the heading “Revolver A Pro Rata Share”; provided that Schedule I shall be amended and each Revolver A Pro Rata Share shall be adjusted from time to time to give effect to the execution of any supplements, amendments or modifications to this Agreement and the addition or removal of any Lender as provided herein or by assignment pursuant to Section 9.07.

          “ Revolving Credit A Advance ” has the meaning specified in Section 2.01(a).

          “ Revolving Credit Advance ” means a Revolving Credit A Advance or a Revolving Credit B Advance.

          “ Revolving Credit B Advance ” has the meaning specified in Section 2.01(b).

          “ Revolving Credit A Borrowing ” means a borrowing consisting of simultaneous Revolving Credit A Advances of the same Type made by the Revolving Credit Lenders.

          “ Revolving Credit Borrowing ” means a Revolving Credit A Borrowing or a Revolving Credit B Borrowing.

          “ Revolving Credit B Borrowing ” a borrowing consisting of simultaneous Revolving Credit B Advances of the same Type made by the Revolving Credit Lenders.

          “ Revolving Credit A Commitment ” means, with respect to any Revolving Credit Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Credit A Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Revolving Credit A Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

          “ Revolving Credit B Commitment ” means, with respect to any Revolving Credit Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Credit B Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Revolving Credit B Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

          “ Revolving Credit Commitment ” means a Revolving Credit A Commitment or a Revolving Credit B Commitment.

          “ Revolving Credit A Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit A Commitments at such time.

          “ Revolving Credit B Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit B Commitments at such time.

          “ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

          “ Revolving Credit A Lender ” means any Lender that has a Revolving Credit A Commitment.

          “ Revolving Credit B Lender ” means any Lender that has a Revolving Credit B Commitment.

          “ Revolving Credit Lender ” means a Revolving Credit A Lender or a Revolving Credit B Lender.

          “ Revolving Credit Note ” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Credit Advances and Letter of Credit Advances made by such Lender, as amended.

          “ Secured Hedge Agreement ” means any Hedge Agreement required or permitted under Article V that is entered into by and between the Borrower and any Hedge Bank.

          “ Secured Obligations ” has the meaning specified in Section 2 of the Security Agreement.

          “ Secured Parties ” means the Administrative Agent, the Lead Arranger, the Lender Parties and the Hedge Banks.

          “ Securities Account ” has the meaning specified in the Security Agreement.

          “ Securities Account Control Agreement ” has the meaning specified in the Security Agreement.

          “ Security Agreement ” has the meaning specified in Section 3.01(a)(ii).

          “ Single Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and no Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

          “ Solvent ” and “ Solvency ” mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

          “ Subordinated Obligations ” has the meaning specified in Section 8.06.

          “ Subsidiaries Guaranty ” means the guaranty of the Guarantors set forth in Article VIII together with each other guaranty and guaranty supplement delivered pursuant to Section 5.01(j), in each case as amended.

          “ Subsidiary ” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

          “ Supplemental Collateral Agent ” has the meaning specified in Section 7.01(c).

          “ Swing Line Bank ” has the meaning specified in the Existing Agreement.

          “ Taxes ” has the meaning specified in Section 2.12(a).

          “ Termination Date ” means the earliest of (a) if a Prepayment Failure Event has occurred, January 15, 2010 (the “ Early Termination Date ”), (b) provided that no Prepayment Failure Event has occurred, March 31, 2010, subject to the extension thereof pursuant to Section 2.17, and (c) the date of termination in whole of the Revolving Credit Commitments and the Letter of Credit Commitment pursuant to Section 2.05 or 6.01.

          “ Type ” refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

          “ Unused Revolving Credit B Commitment ” means, with respect to any Revolving Credit B Lender at any time, without duplication, (a) such Lender’s Revolving Credit B Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit B Advances and Letter of Credit Advances made by such Lender (in its capacity as a Lender) and outstanding at such time plus (ii) such Lender’s Pro Rata Share of (A) the aggregate Available Amount of all Letters of Credit outstanding at such time, and (B) the aggregate principal amount of all Letter of Credit Advances made by the Issuing Bank pursuant to Section 2.03(c) and outstanding at such time.

          “ Voting Interests ” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

          “ Warrant Agreement” means that certain Warrant Agreement among the Borrower and the Warrant Agent described therein dated as of even date herewith.

          “ Welfare Plan ” means a welfare plan, as defined in Section 3(1) of ERISA, that is maintained for employees of any Loan Party or in respect of which any Loan Party could have liability.

          “ Withdrawal Liability ” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02 Computation of Time Periods; Other Definitional Provisions . In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “ from ” means “from and including” and the words “ to ” and " until ” each mean “to but excluding”. References in the Loan Documents to any agreement or contract “ as amended ” shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms. The term “including” is not limiting and means “including without limitation.”

     SECTION 1.03 Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principals in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be in general use by significant segments of the United States accounting profession, which are applicable to the circumstances of the Borrower as of the date of determination (“ GAAP ”), except that for purposes of any financial or accounting terms used in this Agreement, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the audited financial statements of the Borrower in respect of the fiscal year ended December 31, 2008 delivered pursuant to Section 3.01(a)(viii). If any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the

Borrower and the Administrative Agent agree to enter into negotiations in good faith and in a timely fashion in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “ Accounting Change ” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the Securities and Exchange Commission or any other qualified, authoritative agency or organization.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES
AND THE LETTERS OF CREDIT

     SECTION 2.01 The Advances and the Letters of Credit .

          (a) The Revolving Credit A Advances . The Revolving Credit A Facility results from the bifurcation of the Revolving Credit Facility under the Existing Agreement and consists of a tranche of the Advances outstanding thereunder in the aggregate principal amount of $38,000,000, the terms of which have been modified by this Agreement to comprise the Revolving Credit A Facility. The Revolving Credit A Commitments shall be deemed to have been fully funded as of the Effective Date (the “ Revolving Credit A Advance ”). No additional Advances in respect of the Revolving Credit A Facility shall be permitted hereunder. Amounts borrowed or deemed borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.

          (b) The Revolving Credit B Advances . The Revolving Credit B Facility results from the bifurcation of the Revolving Credit Facility under the Existing Agreement and consists of a tranche of the Advances outstanding thereunder in the aggregate principal amount of $29,289,245, the terms of which have been modified by this Agreement to comprise the Revolving Credit B Facility. Specifically, the Revolving Credit B Facility consists of (i) Revolving Credit B Advances in the aggregate principal amount of $25,000,000, and (ii) Letters of Credit in the aggregate Available Amount of $4,289,245. The Revolving Credit B Commitments hereunder shall be deemed to have been fully funded as of the Effective Date. Each Revolving Credit B Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “ Revolving Credit B Advance ”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date, in respect of the Revolving Credit B Facility in an amount for each such Advance not to exceed such Lender’s Unused Revolving Credit B Commitment at such time. Each Revolving Credit B Borrowing shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof (other than the initial Borrowing to fund the L/C Collateral Account pursuant to Section 3.01(k), a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Letter of Credit Advances or a Borrowing comprised solely of Base Rate Advances) and shall consist of Revolving Credit B Advances made simultaneously by the Revolving Credit B Lenders ratably according to their Revolving Credit B Commitments. Within the limits of each Revolving Credit B Lender’s Unused Revolving Credit B Commitment in effect from time to time, and subject to the limitations set forth in Sections 2.14 and 3.02, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(b). No more than one Revolving Credit B Advance shall be available per week. On the Effective Date, the Lenders shall make Revolving Credit B Advances

in an aggregate amount sufficient to fund the L/C Collateral Account pursuant to Section 3.01(k), and such Revolving Credit B Advances shall be deposited directly into the L/C Collateral Account.

          (c) [Intentionally Omitted].

          (d) The Letters of Credit . No additional letters of credit (the “ Letters of Credit ”) shall be available under this Agreement from and after the Effective Date. All Existing Letters of Credit, as listed on Schedule III attached hereto, shall be deemed to have been issued as Letters of Credit hereunder, and from and after the Effective Date shall be subject to and governed by the terms and conditions of this Agreement. No Existing Letter of Credit shall have an expiration date later than the 30th day before the Termination Date (without reference to any extension options). In the event that the expiration date of any Existing Letter of Credit may be automatically extended beyond the 30th day before the Termination Date (without reference to any extension options) pursuant to the terms of such Existing Letter of Credit, the Administrative Agent is hereby permitted to send a notice to the Borrower and the beneficiary of the applicable Letter of Credit notifying the Borrower and such beneficiary that the Administrative Agent has elected not to extend the expiration date of such Existing Letter of Credit. On the Effective Date, the Lenders shall make Revolving Credit B Advances in an amount approved by the Issuing Bank as sufficient to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding as of the Effective Date, and such Revolving Credit B Advances shall be deposited into the L/C Collateral Account in compliance with Section 3.01(k).

     SECTION 2.02 Making the Advances . (a) Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “ Notice of Borrowing ”) in respect of a Eurodollar Rate Advance shall be given not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and each Notice of Borrowing in respect of a Base Rate Advance shall be given not later than 1:00 P.M. (New York City time) on the Business Day immediately prior to the date of the proposed Borrowing. Each Notice of Borrowing shall be by telephone, confirmed immediately in writing, or electronic mail (containing the Notice of Borrowing as an electronic attachment containing a hand-written signature, confirmed immediately by telephone or telecopier) or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advance comprising such Borrowing, and (iii) aggregate amount of such Borrowing. Each Appropriate Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments under the Revolving Credit Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account.

          (b) [Intentionally Omitted].

          (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $500,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) no more than eight separate Interest Periods shall be permitted at any one time.

          (d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar

Rate Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

          (e) Unless the Administrative Agent shall have received notice from an Appropriate Lender prior to the date of any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes.

          (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

     SECTION 2.03 Drawings and Reimbursement Under Letters of Credit . (a) [Intentionally Omitted.]

          (b) Letter of Credit Reports . Promptly after amendment of any Letter of Credit the Issuing Bank shall notify the Borrower and the Administrative Agent, in writing, of such amendment and such notice shall be accompanied by a copy of such amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender, in writing, of such amendment and if so requested by a Lender, the Administrative Agent shall provide such Lender with copies of such amendment. The Issuing Bank shall furnish to the Administrative Agent (unless the Issuing Bank shall be the Administrative Agent), by facsimile on the first Business Day of each month, a written report summarizing the aggregate daily Available Amounts for Letters of Credit during the preceding month.

          (c) Letter of Credit Participations; Drawing and Reimbursement . (i) The Issuing Bank is hereby deemed to have sold and transferred to each Revolving Credit B Lender, and each Revolving Credit B Lender (in its capacity under this Section 2.03(c), a “ Participant ”) is hereby deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation in each Letter of Credit, to the extent of such Participant’s Pro Rata Share of the Available Amount of such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Credit B Commitments or the Revolving Credit B Lenders’ respective Pro Rata Shares pursuant to Section 9.07, it is hereby agreed that, with respect to all outstanding Letters of Credit and unpaid drawings relating thereto, there shall be an

automatic adjustment to the participations pursuant to this Section 2.03(c) to reflect the new Pro Rata Shares of the assignor and assignee Revolving Credit B Lenders, as the case may be.

          (ii) In determining whether to pay under any Letter of Credit, the Issuing Bank shall not have any obligation with respect to the other Revolving Credit B Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit issued by it shall not create for the Issuing Bank any resulting liability to the Borrower, any other Loan Party, any Revolving Credit B Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of the Issuing Bank (as determined by a court of competent jurisdiction in a final non-appealable judgment).

          (iii) The payment by the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. In the event that the Issuing Bank shall make any payment under any Letter of Credit issued by it, all funds on deposit in the L/C Collateral Account shall be exhausted or otherwise unavailable, and the Borrower shall not have reimbursed any unpaid portion of such payment in full to the Issuing Bank pursuant to Section 2.04(d), the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Participant’s Pro Rata Share of such unreimbursed payment in U.S. dollars and in same day funds. Upon such notification by the Administrative Agent to any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the Administrative Agent for the account of the Issuing Bank such Participant’s Pro Rata Share of the amount of such payment in same day funds (x) if notified prior to 12:00 Noon (New York time) on any Business Day, on such Business Day, and (y) if notified at or after 12:00 Noon (New York time) on any Business Day, on the following Business Day. If such Participant shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Participant on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day. If and to the extent such Participant shall not have so made its Pro Rata Share of the amount of such payment available to the Administrative Agent, such Participant agrees to pay to the Administrative Agent for the account of the Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent at the Federal Funds Rate. The failure of any Participant to make available to the Administrative Agent for the account of the Issuing Bank its Pro Rata Share of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Issuing Bank its Pro Rata Share of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent such other Participant’s Pro Rata Share of any such payment.

          (iv) Whenever the Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (iii) above, the Issuing Bank shall pay to the Administrative Agent for the account of each such Participant that has paid its Pro Rata Share thereof, in same day funds, an amount equal to such Participant’s share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations.

          (v) Upon the request of any Participant, the Issuing Bank shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant.

     SECTION 2.04 Repayment of Advances . (a) Revolving Credit A Advances . The Borrower shall repay, on the Termination Date, to the Administrative Agent for the ratable account of the Revolving Credit A Lenders the aggregate principal amount of the Revolving Credit A Advances then outstanding.

          (b) Revolving Credit B Advances . The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit B Lenders on the Termination Date in respect of the Revolving Credit B Facility the aggregate principal amount of the Revolving Credit B Advances then outstanding.

          (c) [Intentionally Omitted].

          (d) Letter of Credit Advances . (i) The Borrower shall repay to the Administrative Agent for the account of the Issuing Bank and each other Revolving Credit B Lender that has made a Letter of Credit Advance on the earlier of demand and the Termination Date in respect of the Revolving Credit B Facility the outstanding principal amount of each Letter of Credit Advance made by each of them.

          (ii) The Obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit, and the obligations of the Participants to make payments to the Administrative Agent for the account of the Issuing Bank in respect of Letters of Credit, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances:

     (A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “ L/C Related Documents ”);

     (B) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

     (C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

     (D) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

     (E) payment by any Issuing Bank under a Letter of Credit against presentation of a draft, certificate or other document that does not strictly comply with the terms of such Letter of Credit;

     (F) any exchange, release or non-perfection of any Collateral or other collateral, or any release or amendment or waiver of or consent to departure from the Guaranties or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents; or

     (G) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor;

provided , however , that nothing herein waives the Issuing Bank’s liability with respect to errors, omissions, interruptions, delays in transmission, dispatch or delivery of any message, payment or advice relating to any Letter of Credit that has been determined in a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Bank.

          (iii) To the extent of funds available in the L/C Collateral Account, the Administrative Agent for the account of the Issuing Bank and each other Revolving Credit B Lender shall use such funds to repay each Letter of Credit Advance promptly following the making of such Advance. If at any time the funds remaining in the L/C Collateral Account exceed the sum of the aggregate amount of all Letter of Credit Advances then outstanding and the aggregate Available Amount of all Letters of Credit then outstanding, such excess shall be first applied to prepay outstanding Revolving Credit A Advances until the aggregate amount of Revolving Credit A Advances then outstanding shall be reduced to zero, second applied to prepay outstanding Revolving Credit B Advances until the aggregate amount of Revolving Credit B Advances then outstanding shall be reduced to zero, and third , at such time as no Advances remain outstanding, returned to the Borrower promptly following demand.

     SECTION 2.05 Termination or Reduction of the Commitments . (a) Optional . The Borrower may, upon at least five Business Days’ notice to the Administrative Agent, terminate in whole or reduce in part the unused portions of the Revolving Credit A Commitments, the Letter of Credit Facility and the Unused Revolving Credit B Commitments; provided , however , that each partial reduction of a Facility (i) shall be in an aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof and (ii) shall be made ratably among the Appropriate Lenders in accordance with their Commitments with respect to such Facility.

          (b) Mandatory . (i) From time to time upon each repayment or prepayment of the Revolving Credit A Advances, the aggregate Revolving Credit A Commitments of the Revolving Credit A Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Revolving Credit A Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Revolving Credit A Advances then outstanding (after giving effect to any such repayment or prepayment thereof).

          (ii) The Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit B Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit B Facility after giving effect to such reduction of the Revolving Credit B Facility.

     SECTION 2.06 Prepayments . (a) Optional . The Borrower may, upon at least three Business Days’ notice to the Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with

accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided , however , that each partial prepayment shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess thereof. Each such prepayment of Advances shall be allocated among the Applicable Lenders on a pro rata basis.

          (b) Mandatory Prepayment of the Revolving Credit B Advances . (i) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit B Advances comprising part of the same Borrowings and the Letter of Credit Advances in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit B Advances, and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit B Facility on such Business Day.

          (ii) [Intentionally Omitted].

          (iii) Prepayments of the Revolving Credit B Facility made pursuant to clause (i) above shall be applied to prepay Revolving Credit B Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be promptly applied to pay the corresponding Letter of Credit Advance made by the Issuing Bank or Revolving Credit B Lenders, as applicable.

          (c) Change of Control Prepayment . The Borrower shall, on the date of any Change of Control, prepay in full the aggregate principal amount of the Facilities then outstanding.

          (d) Payments with Interest . All prepayments under subsections (b), (c) and (e) of this Section 2.06 shall be made together with (i) accrued interest to the date of such prepayment on the principal amount prepaid, and (ii) if any payment of a Eurodollar Rate Advance shall be made other than on the last day of an Interest Period therefor, any amounts owing pursuant to Section 9.04(c).

          (e) Other Mandatory Prepayment Events . (i) The Borrower shall on or before the 30 ^th day following the end of each calendar month, prepay an aggregate principal amount of the Revolving Credit B Advances (and, to the extent the Revolving Credit B Advances shall be reduced to zero, prepay outstanding Revolving Credit A Advances) comprising part of the same Borrowings in an amount equal to all Adjusted Excess Cash Flow for such calendar month; provided , however , that from and after a Prepayment Failure Event, the Borrower shall be entitled to utilize Adjusted Excess Cash Flow to make Interim Mandatory Amortization Prepayments, as and to the extent necessary to make such prepayments when due, and such utilization shall not be deemed a breach of this Section 2.06(e).

          (ii) The Borrower shall be required to prepay outstanding Revolving Credit A Advances (and, to the extent the Revolving Credit A Facility shall be reduced to zero, prepay outstanding Revolving Credit B Advances) by the Applicable Paydown Percentage of Net Cash Proceeds resulting from any of the following (each, a “ Mandatory Prepayment Event ”):

     (A) the sale, lease, transfer or other disposition of any assets owned by the Borrower or its Subsidiaries;

     (B) the conversion of Investments held by the Borrower or any of its Subsidiaries into cash or Cash Equivalents;

     (C) any refund for Taxes paid received by the Borrower or any of its Subsidiaries;

     (D) any direct or indirect public offering of or private placement of any Equity Interests (including Preferred Interests) by or in the Borrower or any of its Subsidiaries;

     (E) the issuance by the Borrower or any of its Subsidiaries of any Debt securities (including mortgages, mortgage bonds and any Debt expected to be included in or contributed to a commercial mortgage-backed securities issuance, a collateralized debt obligation or a collateralized loan obligation), whether placed publicly or privately; and

     (F) any other transaction or event occurring outside of the ordinary course of business of the Borrower and its Subsidiaries;

provided, however , that notwithstanding the foregoing, (x) with respect to any Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection with (i) the consummation of the sale or other disposition (whether direct or indirect) of any of the Real Property Assets or (ii) the Borrower’s United States federal tax refund for 2008 of $10,205,424, such Net Cash proceeds shall be applied first to prepay outstanding Revolving Credit B Advances until the aggregate principal amount of all outstanding Revolving Credit B Advances has been reduced to zero, and second to prepay outstanding Revolving Credit A Advances; and (y) the Borrower shall prepay outstanding Revolving Credit B Advances in a principal amount equal to 100% of the Net Cash Proceeds received from the sale or other disposition by GERA Danbury LLC of all real property owned or held by it by June 1, 2009, unless such date is extended with the approval of the Administrative Agent and the Required Lenders; provided further that in the event the Borrower is not in compliance with the Recapitalization Plan at the time of the sale or other disposition of real property by GERA Danbury LLC, then 100% of the Net Cash Proceeds of such sale shall be applied first to prepay outstanding Revolving Credit A Advances until the aggregate principal of all outstanding Revolving Credit A Advances has been reduced to zero, and second to prepay outstanding Revolving Credit B Advances.

          (iii) The Borrower shall be required to prepay (the “ Mandatory Amortization Payment ”) a portion of the Revolving Credit A Facility in an amount and by the date specified in Schedule 2.06(e)(iii) (the “ Mandatory Amortization Date ”); provided , however , that if the Borrower shall fail to make such Mandatory Amortization Payment in the amount and by the date specified in Schedule 2.06(e)(iii) by reason of not having sufficient cash or Cash Equivalents on hand (a " Prepayment Failure Event ”), provided, however , notwithstanding any provision herein to the contrary, such Prepayment Failure Event shall not constitute an Event of Default hereunder.

          (iv) In the event there occurs a Prepayment Failure Event, the following shall apply:

     (A) the Termination Date shall not extend beyond January 15, 2010 (as provided in the definition thereof in Section 1.01) and the Termination Date extension option provided pursuant to Section 2.17 shall be of no further force and effect;

     (B) on the first Business Day of each of the calendar months October 2009, November 2009 and December 2009, the Borrower shall be required to prepay a portion of the Revolving Credit A Facility in the amount of $3,333,333.33 on each such date (the “ Interim Mandatory Amortization Payments ”), and the failure to make any such prepayment on the applicable due date therefor shall comprise an immediate Event of Default;

     (C) not later than the date of a Prepayment Failure Event, the Borrower shall furnish to the Administrative Agent and the Lender Parties a revised consolidated,

detailed monthly budget prepared on a line-item basis for the calendar months October 2009 through January 2010, together with a cash balance report (showing day-end balances) showing the net cash flow projected for the period covered thereby (the “ Revised Approved Budget ”), in detail, form and substance satisfactory to the Administrative Agent and the Required Lenders, which Revised Approved Budget shall (i) provide for the making of Interim Mandatory Amortization Payments out of Adjusted Excess Cash Flow, and (ii) show operating cash flow from the business operations of the Borrower and its Subsidiaries for each of the periods covered thereby in amounts not less than the respective amounts of operating cash flow shown for such periods in the Approved Budget in effect on the Effective Date. The Administrative Agent and the Required Lenders shall review the Revised Approved Budget after receipt thereof and Borrower shall promptly make any and all changes as Administrative Agent or the Required Lenders may request. As soon as available, Borrower shall provide to the Lenders significant revisions, if any, to the Revised Approved Budget. Any amendments to or replacements of the Revised Approved Budget shall be required to be approved by the Administrative Agent and the Required Lenders; and

     (D) no additional Advances shall be permitted to be drawn by the Borrower under the Facility from and after the occurrence of a Prepayment Failure Event.

     SECTION 2.07 Interest . (a) Scheduled Interest . The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

     (i) Base Rate Advances . During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of the Base Rate in effect from time to time plus the Applicable Margin, payable in arrears monthly on the first day of each month during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

     (ii) Eurodollar Rate Advances . During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period for such Advance plus the Applicable Margin, payable in arrears on the last day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

          (b) Default Interest . Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may, and upon the request of the Required Lenders shall, require that the Borrower pay interest (“ Default Interest ”) on (i) the unpaid principal amount of each Advance owing to each Lender Party, payable in arrears on the dates referred to in clause (i) or (ii) of Section 2.07(a), as applicable, and on demand, at a rate per annum equal at all times to 5% per annum above the rate per annum required to be paid on such Advance pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and (ii) to the fullest extent permitted by applicable law, the amount of any interest, fee or other expense reimbursement payable under this Agreement or any other Loan Document to the Administrative Agent or any Lender Party that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 5% per annum above the rate per annum required to be paid, in the case of interest, on the Type of Advance on which such interest has accrued pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and, in all other cases, on Base Rate Advances pursuant to clause (i) of Section 2.07(a); provided , however , that following the acceleration of the Advances, or the giving of notice by the Administrative Agent to accelerate the Advances, pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Administrative Agent.

          (c) Notice of Interest Period and Interest Rate . Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of Conversion pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Administrative Agent shall give notice to the Borrower and each Appropriate Lender of the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii) above.

     SECTION 2.08 Fees . (a) Unused Commitment Fees . The Borrower shall pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears monthly on the last day of each calendar month, commencing May 31, 2009, and on the Termination Date in respect of the applicable Facility an unused revolving commitment fee at the rate of 0.75% per annum of the average daily Unused Revolving Credit B Commitment of each Appropriate Lender during such month; provided , however , that any unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

          (b) [Intentionally Omitted].

          (c) Fees to the Administrative Agent . The Borrower shall pay to the Administrative Agent for its own account such fees as may from time to time be agreed between the Borrower and the Administrative Agent.

          (d) Restatement Fee . The Borrower shall pay to the Administrative Agent, for the account and ratable benefit of the Lenders, an amendment fee equal to 1% of the sum of the Revolving Credit Commitments on the Effective Date.

     SECTION 2.09 Conversion of Advances . (a) Optional . The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.10, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided , however , that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing under any Facility shall be made ratably among the Appropriate Lenders in accordance with their Commitments under such Facility. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for such Advances. Each notice of Conversion shall be irrevocable and binding on the Borrower.

          (b) Mandatory . (i) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $1,000,000, such Advances shall automatically Convert into Base Rate Advances.

          (ii) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Appropriate Lenders, whereupon each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

          (iii) Upon the occurrence and during the continuance of any Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

     SECTION 2.10 Increased Costs, Etc . (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.

          (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s commitment to lend or participate in Letters of Credit hereunder and other commitments of such type or the maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend or to participate in Letters of Credit hereunder or to the maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.

          (c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least 50% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended

until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

          (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided , however , that before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

     SECTION 2.11 Payments and Computations . (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, unused commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

          (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due.

          (c) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender Party ratably in accordance with the amount of the Obligations then payable to such Lender Party, in repayment or prepayment of such of the outstanding

Advances or other Obligations owed to such Lender Party, and for application to such principal installments, as the Administrative Agent shall direct.

          (d) All computations of interest and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days (except that with respect to Base Rate Advances such computations shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be), in all cases for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

          (e) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fees or commissions, as the case may be; provided , however , that if such extension would cause any payment to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

          (f) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

     SECTION 2.12 Taxes . (a) Any and all payments by any Loan Party to or for the account of any Lender Party or the Administrative Agent hereunder or under the Notes or any other Loan Document shall be made, in accordance with Section 2.11 or the applicable provisions of such other Loan Document, if any, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender Party and the Administrative Agent, taxes that are imposed on its overall net income by the United States and taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Lender Party or the Administrative Agent, as the case may be, is organized or any political subdivision thereof and, in the case of each Lender Party, taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction of such Lender Party’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “ Taxes ”). If any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or any oth