among BERKADIA LLC

Exhibit 3

LOAN AGREEMENT
--------------

Dated as of August 21, 2001

among

BERKADIA LLC

THE LENDERS LISTED ON SCHEDULE 1 HERETO

and

FLEET SECURITIES, INC., as Administrative Agent and Lead Arranger

TABLE OF CONTENTS
-----------------

1. DEFINITIONS AND RULES OF INTERPRETATION............................................ 1
1.1. Definitions............................................................ 1
1.2. Rules of Interpretation................................................ 12
2. THE LOAN........................................................................... 14
2.1. Funding................................................................ 14
2.2. Facility Fee........................................................... 14
2.3. The Notes.............................................................. 14
2.4. Repayment of Loan...................................................... 14
2.4.1. Payment at Maturity.......................................... 14
2.4.2. Mandatory Prepayments........................................ 14
2.4.3. Asset Coverage............................................... 15
2.5. Optional Prepayment of Loan............................................ 15
2.6. Optional Cancellation of Loan.......................................... 15
2.7. Interest on Loan....................................................... 15
2.7.1. Interest Rates.............................................. 15
2.7.2. Interest Payments........................................... 16
2.8. Interest Options....................................................... 16
2.8.1. CP Rate Loans............................................... 16
2.8.2. LIBOR Rate Loans............................................ 17
3. CERTAIN GENERAL PROVISIONS......................................................... 17
3.1. Closing Fee............................................................ 17
3.2. Administrative Agent's Fee............................................. 17
3.3. Funds for Payments..................................................... 17
3.3.1. Payments to Administrative Agent............................ 17
3.3.2. No Offset, etc.............................................. 17
3.3.3. Non-U.S. Lenders............................................ 18
3.4. Computations........................................................... 19
3.5. Inability to Determine LIBOR Rate...................................... 19
3.6. Illegality............................................................. 20
3.7. Additional Costs, etc.................................................. 20
3.8. Capital Adequacy....................................................... 21
3.9. Certificate............................................................ 22
3.10. Indemnity.............................................................. 22
3.11. Interest After Default................................................. 22
3.12. Replacement of Lenders................................................. 22
3.13. Conduit Lenders........................................................ 23
4. REPRESENTATIONS AND WARRANTIES..................................................... 24
4.1. Corporate Authority.................................................... 24
4.1.1. Incorporation; Good Standing................................ 24
4.1.2. Authorization............................................... 24
4.1.3. Enforceability.............................................. 24

-ii-

4.2. Governmental Approvals................................................. 24
4.3. Title to Properties; Leases............................................ 25
4.4. Financial Statements................................................... 25
4.4.1. Fiscal Year................................................. 25
4.4.2. Financial Statements........................................ 25
4.5. No Material Adverse Changes, etc....................................... 25
4.6. Franchises, Patents, Copyrights, etc................................... 25
4.7. Litigation............................................................. 25
4.8. No Materially Adverse Contracts, etc................................... 25
4.9. Compliance with Other Instruments, Laws, etc........................... 25
4.10. Tax Status............................................................. 26
4.11. No Event of Default.................................................... 26
4.12. Holding Company and Investment Company Acts............................ 26
4.13. Absence of Financing Statements, etc................................... 26
4.14. Employee Benefit Plans................................................. 26
4.15. Use of Proceeds........................................................ 26
4.15.1. General..................................................... 26
4.15.2. Regulations U and X......................................... 26
4.16. Environmental Compliance............................................... 26
4.17. Subsidiaries, etc...................................................... 26
4.18. Reorganization Plan.................................................... 26
4.19. Disclosure............................................................. 27
5. AFFIRMATIVE COVENANTS.............................................................. 27
5.1. Punctual Payment....................................................... 27
5.2. Maintenance of Office.................................................. 27
5.3. Records and Accounts................................................... 27
5.4. Financial Statements, Certificates and Information..................... 27
5.5. Notices of Default..................................................... 29
5.6. Legal Existence; Maintenance of Properties............................. 29
5.7. Taxes.................................................................. 30
5.8. Inspection of Properties and Books, etc................................ 30
5.9. Compliance with Laws, Contracts, Licenses, and Permits................. 30
5.10. Use of Proceeds........................................................ 30
5.11. FINOVA Loan Documents.................................................. 33
5.12. Further Assurances..................................................... 30
6. CERTAIN NEGATIVE COVENANTS......................................................... 31
6.1. Restrictions on Indebtedness........................................... 31
6.2. Restrictions on Liens.................................................. 31
6.3. Restrictions on Investments............................................ 32
6.4. Merger and Consolidation............................................... 33
6.5. Sale and Leaseback..................................................... 33
6.6. Employee Benefit Plans................................................. 33
6.7. Business Activities.................................................... 33
6.8. Fiscal Year............................................................ 33
6.9. Absence of Financing Statements, etc................................... 33
7. CLOSING CONDITIONS................................................................. 34

-iii-

7.1. Loan Documents; FINOVA Loan Documents.................................. 34
7.2. Certified Copies of Governing Documents................................ 34
7.3. Corporate or Other Action.............................................. 34
7.4. Incumbency Certificate................................................. 34
7.5. UCC Search Results..................................................... 34
7.6. Opinion of Counsel..................................................... 34
7.7. Payment of Fees........................................................ 34
7.8. No Material Adverse Change............................................. 35
7.9. Liquidity Provider Agreements.......................................... 35
7.10. Final Order............................................................ 35
7.11. Representations True; No Event of Default.............................. 35
7.12. No Legal Impediment.................................................... 35
7.13. Proceedings and Documents.............................................. 35
8. EVENTS OF DEFAULT; ACCELERATION; ETC............................................... 35
8.1. Events of Default and Acceleration..................................... 35
8.2. Remedies............................................................... 38
8.3. Distribution of Collateral Proceeds.................................... 38
9. THE ADMINISTRATIVE AGENT........................................................... 39
9.1. Authorization.......................................................... 39
9.2. Employees and Agents................................................... 39
9.3. No Liability........................................................... 39
9.4. No Representations..................................................... 40
9.4.1. General..................................................... 40
9.4.2. Closing Documentation, etc.................................. 40
9.5. Payments............................................................... 40
9.5.1. Payments to Administrative Agent............................ 40
9.5.2. Distribution by Administrative Agent........................ 41
9.5.3. Delinquent Lenders.......................................... 41
9.6. Holders of Notes....................................................... 41
9.7. Indemnity.............................................................. 42
9.8. Administrative Agent as Lender......................................... 42
9.9. Resignation............................................................ 42
9.10. Notification of Defaults and Events of Default......................... 42
10. ASSIGNMENT AND PARTICIPATION....................................................... 42
10.1. Conditions to Assignment by Lenders.................................... 42
10.2. Certain Representations and Warranties; Limitations; Covenants......... 43
10.3. Register............................................................... 44
10.4. New Notes.............................................................. 44
10.5. Participations......................................................... 45
10.6. Assignee or Participant Affiliated with the Borrower................... 45
10.7. Miscellaneous Assignment Provisions.................................... 45
10.8. Assignment by Borrower................................................. 46
11. PROVISIONS OF GENERAL APPLICATIONS................................................. 46
11.1. Setoff................................................................. 46
11.2. Expenses............................................................... 47

-iv-

11.3. Indemnification........................................................ 48
11.4. Treatment of Certain Confidential Information.......................... 48
11.4.1. Confidentiality............................................. 48
11.4.2. Prior Notification.......................................... 49
11.4.3. Other....................................................... 49
11.5. Survival of Covenants, Etc............................................. 49
11.6. Notices................................................................ 49
11.7. Governing Law.......................................................... 50
11.8. Headings............................................................... 50
11.9. Counterparts........................................................... 50
11.10. Entire Agreement, Etc.................................................. 51
11.11. Waiver of Jury Trial................................................... 51
11.12. Consents, Amendments, Waivers, Etc..................................... 51
11.13. Severability........................................................... 52

-v-

Exhibits
--------

Exhibit A Form of Note
---------
Exhibit B Form of Assignment and Acceptance
---------
Exhibit C-1 Form of BH Guaranty
-----------
Exhibit C-2 Form of LNC Guaranty
-----------
Exhibit D Form of Pledge Agreement
---------
Exhibit E Form of Asset Coverage Certificate
---------
Exhibit F Form of Interest Payment Certificate
---------

Schedules
---------

Schedule 1 Lenders and Commitments
----------

LOAN AGREEMENT
--------------

This LOAN AGREEMENT is made as of August 21, 2001, by and among BERKADIA
LLC (the "Borrower"), a Delaware limited liability company having its principal
--------
place of business at 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000, the lending
institutions listed on Schedule 1 and FLEET SECURITIES, INC., as administrative
-------- -
agent for such lending institutions.

1. DEFINITIONS AND RULES OF INTERPRETATION.
---------------------------------------

1.1. Definitions. The following terms shall have the meanings set forth in
-----------
this (S)1 or elsewhere in the provisions of this Loan Agreement referred to
below:

Administrative Agent. Fleet Securities, Inc., acting as agent for the
--------------------
Lenders, and each other Person appointed as the successor Administrative Agent
in accordance with (S)9.9.

Administrative Agent's Fee. See (S)3.2.
--------------------------

Administrative Agent's Fee Letter. The administrative agent's fee letter
---------------------------------
dated as of the date hereof between the Borrower and the Administrative Agent.

Administrative Agent's Office. The Administrative Agent's office located
-----------------------------
at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other location as
the Administrative Agent may designate by notice to the Borrower and the Lenders
from time to time.

Administrative Agent's Special Counsel. Xxxxxxx Xxxx LLP or such other
--------------------------------------
counsel as may be approved by the Administrative Agent.

Affiliate. Any Person which, directly or indirectly, controls, is
---------
controlled by or is under common control with the Borrower. "Control" of the
Borrower means the power, directly or indirectly, (a) to vote ten percent (10%)
or more of the Capital Stock (on a fully diluted basis) of the Borrower having
ordinary voting power for the election of directors, managing members or general
partners (as applicable); or (b) to direct or cause the direction of the
management and policies of the Borrower (whether by contract or otherwise).

Aggregate Interest Amount. With respect to each Interest Period, the sum
-------------------------
of the Interest Amount for all Conduit Lenders for such Interest Period.

Applicable Margin. At any date, the percentage amount per annum determined
-----------------
by reference to the Pricing Grid, based on the Pricing Level on such date.

Notwithstanding the foregoing, in the event that any CP Rate Loan is
converted to a LIBOR Rate Loan solely as a result of the occurrence of a CP
Disruption Event, the Applicable Margin shall be equal to .625%; provided,
--------
however, that if there is a draw on a Liquidity Commitment as a result of a
-------
downgrade of any Liquidity Provider below "P-1" (as rated by Moody's) or "A-1"
(as rated by Standard & Poor's) or if the CP issued by any Conduit Lender is
downgraded below "P-1" (as rated by Moody's) or "A-1" (as rated by Standard &
Poor's) then the Applicable Margin shall be determined by reference to the
Pricing Grid.

-2-

Asset Value. As of the date of determination, the book value, net of
-----------
reserves, of all of the assets of FINOVA Group and its Subsidiaries in
accordance with GAAP (without regard to "fresh start" accounting provisions)
which assets are either pledged to, or for the benefit of, the Borrower or are
not otherwise encumbered (but only to the extent of such other encumbrances).

Assignment and Acceptance. See (S)10.1.
-------------------------

Balance Sheet Date. December 31, 2000.
------------------

Base Rate. The higher of (a) the variable annual rate of interest so
---------
designated from time to time by Fleet National Bank as its "prime rate", such
rate being a reference rate and not necessarily representing the lowest or best
rate being charged to any customer, and (b) one-half of one percent (1/2%) above
the Federal Funds Effective Rate. For the purposes of this definition, "Federal
-------
Funds Effective Rate" shall mean for any day, the rate per annum equal to the
----- --------- ----
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, 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 on such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the Base Rate resulting from any changes in
Fleet National Bank's "prime rate" shall take place immediately without notice
----------
or demand of any kind.

Base Rate Loans. All or any portion of the Loan bearing interest
---------------
calculated by reference to the Base Rate.

Berkadia Note. The promissory note issued to the Borrower evidencing the
-------------
obligations of FNV Capital to the Borrower under the FINOVA Credit Agreement.

BH. Berkshire Hathaway Inc., a Delaware corporation.
--

BH Guaranty. The Guaranty, dated as of the Closing Date, made by BH in
-----------
favor of the Lenders and the Administrative Agent in the form attached hereto as
Exhibit C-1.
------- ---

Borrower. As defined in the preamble hereto.
--------

Business Day. Any day on which (a) commercial banks are open for
------------
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Administrative Agent
in its sole discretion acting in good faith, and (b) banking institutions in New
York, New York and Boston, Massachusetts are open for the transaction of banking
business.

Capital Stock. Any and all shares, interests, participations or other
-------------
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

-3-

Chapter 11 Cases. The cases of FINOVA Group, FNV Capital and certain of
----------------
their respective Subsidiaries under Chapter 11 of the Bankruptcy Code, as
currently being administered by the Bankruptcy Court under case numbers 01-0697
(PJW) through 01-0705 (PJW).

Closing Date. The first date on which the conditions set forth in (S)7
------------
have been satisfied and the Loan is made.

Code. The Internal Revenue Code of 1986.
----

Collateral. All of the property, rights and interests of the Borrower that
----------
are or are intended to be subject to the security interest created by the Pledge
Agreement.

Commercial Paper or CP. With respect to each Lender that is a Conduit
---------------- --
Lender, the promissory notes issued by, or for the benefit of, such Lender in
the United States commercial paper market.

Commitment. With respect to each Lender, the amount set forth in the
----------
column labeled "Commitment" opposite such Lender's name on Schedule 1 hereto, as
-------- -
the same may be reduced from time to time in accordance with the terms hereof.

Commitment Percentage. With respect to each Lender, the percentage amount
---------------------
set forth on Schedule 1 opposite such Lender's name.
----------

Conduit Counsel. Sidley Xxxxxx Xxxxx & Xxxx or such other counsel as may
---------------
be approved as Conduit Counsel by the Administrative Agent.

Conduit Lender. A Lender which is a special purpose finance vehicle that
--------------
issues Commercial Paper.

Consolidated or consolidated. With reference to any term defined herein,
----------------------------
shall mean that term as applied to the accounts of any Person and its
Subsidiaries, consolidated in accordance with GAAP.

Controlling Party. So long as no event of default under the BH Guaranty
-----------------
has occurred and is continuing, the Borrower, and during the continuance of any
such event of default, the Required Lenders.

Conversion Notice. A written notice made by any Lender to the
-----------------
Administrative Agent of a conversion of CP Rate Loans to LIBOR Rate Loans or
LIBOR Rate Loans to CP Rate Loans.

CP Disruption Event. With respect to any Conduit Lender, a CP Disruption
-------------------
Event shall occur at any time that such Conduit Lender (a) is precluded or
prohibited from raising funds through the issuance of Commercial Paper in the
United States commercial paper market, or (b) is, in its reasonable judgment,
unable to issue such Commercial Paper due to conditions prevailing in such
market.

-4-

CP Rate. With respect to any Conduit Lender, for any Interest Period with
-------
respect to a CP Rate Loan funded by such Conduit Lender, the per annum rate
notified by such Conduit Lender to the Administrative Agent as its "CP Rate",
for such CP Rate Loan, which rate shall (a) reflect the actual cost of funds to
such Conduit Lender of making and maintaining such CP Rate Loan for the
applicable Interest Period, including fees payable by or on behalf of such
Conduit Lender to any dealer or placement agent in respect of Commercial Paper
issued to fund such CP Rate Loan, (b) be calculated in the manner in which such
Conduit Lender typically calculates its costs of funds in similar transactions,
and (c) include an increment to such rate of one (1) basis point to cover
administrative costs of such Conduit Lender; provided, however, if such rate
-----------------
with regard to any Interest Period for the applicable CP Rate Loan is a discount
rate (or rates), the "CP Rate" shall be the rate resulting from converting such
discount rate (or rates) to an interest-bearing equivalent rate per annum.

CP Rate Loan. All or any portion of the Loan bearing interest calculated
------------
by reference to the CP Rate.

Debt Rating. The rating issued from time to time (whether on a preliminary
-----------
basis or otherwise) by Standard & Poor's Ratings Group, a division of The
XxXxxx-Xxxx Companies, Inc. ("Standard & Poor's") or Xxxxx'x Investors Service,
-------- - ------
Inc. ("Moody's") or such other rating service or services as BH may designate
-------
from time to time with the consent of the Required Lenders (each a "Successor
---------
Rating Agency") with respect to unsecured and non-credit enhanced debt of BH not
------ ------
maturing within twelve months and not subordinated by its terms in right of
payment to other unsecured debt of BH (such debt, "Long Term Senior Debt");
---- ---- ------ ----
provided that,

(i) In the event of a one step split Debt Rating by the two rating
agencies, the higher rating shall constitute the Debt Rating hereunder,
provided further that, in the event that the Debt Rating is split by two or
--------
more steps by the two rating agencies, the step rating which is one above
the lowest step rating shall constitute the Debt Rating hereunder;

(ii) In the event that different types or series of Long Term Senior
Debt have different Debt Ratings from one or more rating agencies, the Long
Term Senior Debt with the highest Debt Ratings will constitute such rating
agency's Debt Rating for purposes of clause (i) hereunder; and

(iii) In the event that Standard & Poor's or Moody's changes its debt
rating designations, definitions or symbols or in the event a Successor
Rating Agency is used, the Borrower, the Administrative Agent and the
Required Lenders shall agree as to the exact application of such new debt
rating terminology in this Loan Agreement, taking into account the
explanation of such new rating terminology by Standard & Poor's, Moody's or
such Successor Rating Agency as the case may be, and its comparability to
the Debt Ratings set forth in Section 8.1(e) hereof.

Defaults. See (S)8.1.
--------

Delinquent Lender. See (S)9.5.3.
-----------------

Dollars or $. Dollars in lawful currency of the United States of America.
------- -

-5-

Domestic Lending Office. Initially, the office of each Lender designated
-----------------------
as such in Schedule 1 hereto; thereafter, such other office of such Lender, if
-------- -
any, located within the United States that will be making or maintaining Base
Rate Loans or CP Rate Loans.

Drawdown Date. The date on which the Loan is made.
-------------

Employee Benefit Plan. Any employee benefit plan within the meaning of
---------------------
(S)3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Environmental Laws. Any judgment, decree, order, law, permit, license,
------------------
rule or regulation pertaining to environmental matters, or any federal, state,
or local statute, regulation, ordinance, order or decree relating to public
health, waste transportation or disposal, or the environment.

ERISA. The Employee Retirement Income Security Act of 1974.
-----

ERISA Affiliate. Any Person which is treated as a single employer with the
---------------
Borrower under (S)414 of the Code; provided, however, that for purposes of the
-------- -------
Loan Documents, the definition of ERISA Affiliate shall not include BH, LNC, or
any of their respective affiliates (other than the Borrower).

Eurocurrency Reserve Rate. For any day with respect to a LIBOR Rate Loan,
-------------------------
the maximum rate (expressed as a decimal) at which any bank subject thereto
would be required to maintain reserves under Regulation D of the Board of
Governors of the Federal Reserve System (or any successor or similar regulations
relating to such reserve requirements) against "Eurocurrency Liabilities" (as
------------ -----------
that term is used in Regulation D), if such liabilities were outstanding. The
Eurocurrency Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in the Eurocurrency Reserve Rate.

Events of Default. See (S)8.1.
-----------------

Facility Fee. See (S)2.2.
------------

Fees. Collectively, the Facility Fee, the Administrative Agent's Fees, and
----
the Structuring Fee.

Final Order. An order or judgment entered by the Bankruptcy Court,
-----------
granting approval and confirmation of the Reorganization Plan with respect to
each of FINOVA Group, FNV Capital and their respective Subsidiaries that are
debtors in the Chapter 11 Cases, as entered on the docket in any Chapter 11 Case
(a) which has not been reversed, stayed, modified or amended, and as to which
the time to appeal, seek certiorari or move for reargument or rehearing has
expired, and no appeal, petition for certiorari or motion for reargument or
rehearing has been timely taken or (b) as to which any appeal has been taken or
any petition for certiorari or motion for reargument or rehearing has been
filed, and such appeal, petition or motion has been conclusively withdrawn or
resolved by the highest court to which the order or judgment was appealed or
from which certiorari, reargument or rehearing was sought.

-6-

Financial Affiliate. A Subsidiary of the bank holding company controlling
-------------------
any Lender, which Subsidiary is engaging in any of the activities permitted by
(S)4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. (S)1843).

FINOVA Credit Agreement. The credit agreement dated on or prior to the
-----------------------
Closing Date between the Borrower and FNV Capital pursuant to which the Borrower
agrees to lend FNV Capital $5,600,000,000 on the terms and conditions contained
therein, in the form delivered to the Administrative Agent, as such agreement
may be amended, modified or supplemented or the provisions thereof waived, from
time to time.

FINOVA Group. The FINOVA Group Inc., a Delaware corporation.
------------

FINOVA Loan. The loan to be made by the Borrower to FNV Capital in
-----------
accordance with the provisions of the FINOVA Credit Agreement.

FINOVA Loan Documents. The FINOVA Credit Agreement, the Berkadia Note and
---------------------
all guaranties, security agreements, pledge agreements, and mortgages securing
the same.

FNV Capital. FINOVA Capital Corporation, a Delaware corporation.
-----------

GAAP or generally accepted accounting principles. Principles that are (a)
---- ----------------------------------------
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time,
and (b) consistently applied with past financial statements of the Borrower
adopting the same principles.

Governing Documents. With respect to any Person that (a) is a corporation,
-------------------
its certificate or articles of incorporation, its by-laws and all shareholder
agreements, voting trusts and similar arrangements applicable to any of its
Capital Stock, (b) that is a limited liability company, its operating agreement,
certificate of formation, limited liability company agreement and all other
agreements and similar arrangements applicable to any of its membership
interests, and (c) is a limited partnership, its certificate of limited
partnership, its limited partnership agreement, and all other agreements and
similar arrangements applicable to its partnership interests.

Governmental Authority. Any foreign, federal, state, regional, local,
----------------------
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

Guaranteed Pension Plan. Any employee pension benefit plan within the
-----------------------
meaning of (S)3(2) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

Guaranties. Collectively, the BH Guaranty and the LNC Guaranty.
----------

Guarantors. Collectively, BH and LNC.
----------

-7-

Hazardous Substances. Any toxic substances, hazardous waste or other
--------------------
material regulated by any Environmental Law.

Hedging Agreements. All interest rate swap agreements, interest rate cap
------------------
agreements, interest rate collar agreements, other interest rate hedging
agreements or other similar agreements and foreign exchange contracts, currency
swap agreements, commodity hedging agreements and other similar agreements
designed to protect against the fluctuation in interest rates, currency or
commodity values to which the Borrower is a party.

Indebtedness. As to any Person and whether recourse is secured by or is
------------
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

(a) every obligation of such Person for money borrowed by such
Person,

(b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments issued by such Person, including
obligations incurred in connection with the acquisition of property, assets
or businesses,

(c) every reimbursement obligation of such Person with respect to
letters of credit, bankers' acceptances or similar facilities issued for
the account of such Person,

(d) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (including securities repurchase
agreements but excluding trade accounts payable or accrued liabilities
arising in the ordinary course of business which are not overdue or which
are being contested in good faith),

(e) every obligation of such Person under any capitalized lease,

(f) every obligation, contingent or otherwise, of such Person
guaranteeing, or having the economic effect of guaranteeing or otherwise
acting as surety for, any obligation of a type described in any of clauses
(a) through (e) (the "primary obligation") of another Person (the "primary
------- ---------- -------
obligor"), in any manner, whether directly or indirectly, and including,
-------
without limitation, any obligation of such Person (i) to purchase or pay
(or advance or supply funds for the purchase of) any security for the
payment of such primary obligation, (ii) to purchase property, securities
or services for the purpose of assuring the payment of such primary
obligation, or (iii) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such primary obligation, and

(g) obligations under Hedging Agreements.

The "amount" or "principal amount" of any Indebtedness at any time of
------ --------- ------
determination represented by (w) any Hedging Agreement shall be the maximum
amount of any termination or loss payment required to be paid by such Person if
such Hedging Agreement were, at the time of determination, to be terminated by
reason of any event of default or early termination event thereunder, whether or
not such event of default or early termination event has in fact occurred, (x)
any Indebtedness, issued at a price that is less than the principal amount at

-8-

maturity thereof, shall be the amount of the liability in respect thereof
determined in accordance with GAAP, (y) any capitalized lease shall be the
principal component of the aggregate of the rentals obligation under such
capitalized lease payable over the term thereof that is not subject to
termination by the lessee, and (z) any guaranty or other contingent liability
referred to in clause (f) shall be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such guaranty or other
contingent obligation is made 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.

Interest Amount. With respect to each Conduit Lender for each Interest
---------------
Period, the sum of the interest accrued at the applicable CP Rate plus the
Applicable Margin on the portion of the outstanding Loan funded by such Conduit
Lender by the issuance of Commercial Paper for each day during such Interest
Period.

Interest Payment Date. As to each Base Rate Loan, LIBOR Rate Loan and CP
---------------------
Rate Loan, the seventh day of each calendar month.

Interest Period. With respect to all or any applicable portion of the
---------------
Loan, (a) initially, the period commencing on the Drawdown Date and ending on
the seventh day of the succeeding calendar month, and (b) thereafter, each
period commencing on the last day of the preceding Interest Period applicable to
all or such portion of the Loan and ending on the seventh day of each succeeding
calendar month; provided that all of the foregoing provisions relating to
--------
Interest Periods are subject to the following:

(A) if any Interest Period would end on a day that is not a Business
Day, that Interest Period shall end on the next succeeding Business Day;
and

(B) any Interest Period that would otherwise extend beyond the
Maturity Date shall end on the Maturity Date.

Investments. All expenditures made and all liabilities incurred
-----------
(contingently or otherwise) for the acquisition of stock, other equity interests
or Indebtedness of, or for loans, advances, capital contributions or transfers
of property for a similar purpose to, or in respect of any guaranties of (or
other commitments as described under Indebtedness), or obligations of, any
Person. In determining the aggregate amount of Investments outstanding at any
particular time: (a) the amount of any Investment represented by a guaranty
shall be taken as not less than the principal amount of the obligations
guaranteed and still outstanding, except that if such guaranty is limited in
amount, the amount of such Investment shall be equal to the amount to which such
guaranty is limited; (b) there shall be deducted in respect of each such
Investment any amount received as a return of capital (but only by repurchase,
redemption, retirement, repayment, dividend or distribution); (c) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise; and (d) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

Lead Arranger. Fleet Securities, Inc.
-------------

-9-

Lender Affiliate. (a) With respect to any Lender, (i) an Affiliate of such
----------------
Lender or (ii) any entity (whether a corporation, partnership, limited liability
company, trust or legal entity) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by such Lender or
an Affiliate of such Lender and (b) with respect to any Lender that is a fund
which invests in bank loans and similar extensions of credit, any other entity
(whether a corporation, partnership, limited liability company, trust or other
legal entity) that is a fund that invests in bank loans and similar extensions
of credit and is managed by the same investment advisor as such Lender or by an
affiliate of such investment advisor.

Lenders. Each of the lending institutions (including Conduit Lenders)
-------
listed on Schedule 1 hereto and any other Person who becomes an assignee of any
-------- -
rights and obligations of a Lender pursuant to (S)10.

LIBOR Lending Office. Initially, the office of each Lender designated as
--------------------
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
-------- -
that shall be making or maintaining LIBOR Rate Loans.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the
----------
rate of interest equal to (a) the rate determined by the Administrative Agent at
which Dollar deposits for such Interest Period are offered based on information
presented on Telerate Page 3750 as of 11:00 a.m. London time on the second
Business Day prior to the first day of such Interest Period, divided by (b) a
number equal to 1.00 minus the Eurocurrency Reserve Rate.
-----

LIBOR Rate Loans. All or any portion of the Loan bearing interest
----------------
calculated by reference to the LIBOR Rate.

Lien. Any mortgage, deed of trust, security interest, pledge,
----
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any capitalized lease, any synthetic lease, any
financing lease involving substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction).

Liquidity Commitment. The agreement by any Liquidity Provider pursuant to
--------------------
the terms of a Liquidity Provider Agreement to provide a 364-day backstop
liquidity commitment in an amount at least equal to 102% (or such other amount
as is provided in such Liquidity Provider's constituent and operating
agreements) of the portion of the outstanding Loan provided by any Conduit
Lender.

Liquidity Provider. The financial institution(s) having a rating no lower
------------------
than "P-1" if rated by Xxxxx'x, and no lower than "A-1" if rated by Standard &
Poor's which provide liquidity support to a Conduit Lender and/or a commitment
to become a Lender under the Loan Agreement pursuant to an assignment by a
Conduit Lender, in each case pursuant to a Liquidity Provider Agreement.

-10-

Liquidity Provider Agreement. An agreement between a Conduit Lender and
----------------------------
one or more Liquidity Providers relating to such Liquidity Provider's Liquidity
Commitment.

LNC. Leucadia National Corporation, a New York corporation.
---

LNC Guaranty. The Guaranty, dated as of the Closing Date, made by LNC in
------------
favor of the Lenders and the Administrative Agent in the form attached hereto as
Exhibit C-2.
-----------

Loan. The loan made or to be made by the Lenders to the Borrower on the
----
Closing Date in the aggregate principal amount of $5,600,000,000.00 pursuant to
(S)2.1.

Loan Agreement. This Loan Agreement, including the Schedules and Exhibits
--------------
hereto.

Loan Documents. This Loan Agreement, the Notes, and the Security
--------------
Documents.

Long Term Senior Debt. See the definition of "Debt Rating".
---------------------

Management Agreement. The Management Services Agreement under which LNC,
--------------------
directly and through its Subsidiaries, provides management services to FNV
Capital and its Subsidiaries implemented pursuant to the Reorganization Plan.

Material Adverse Effect. With respect to any event or occurrence of
-----------------------
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

(a) a material adverse effect on the financial condition or assets of the
Borrower, individually or the Borrower and its Subsidiaries, taken as a whole;

(b) a material adverse effect on the ability of BH or the Borrower to
perform any of their respective obligations under any of the Loan Documents to
which either of them is a party; or

(c) any impairment of the validity, binding effect or enforceability of
this Loan Agreement or any of the other Loan Documents, any impairment of the
rights, remedies or benefits available to the Administrative Agent or any Lender
under any Loan Document or any impairment of the attachment, perfection or
priority of any Lien of the Administrative Agent under the Security Documents.

Maturity Date. August 20, 2006.
-------------

Xxxxx'x. See the definition of "Debt Rating".
-------

Multiemployer Plan. Any multiemployer plan within the meaning of (S)3(37)
------------------
of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.

Notes. See (S)2.3.
-----

Obligations. All indebtedness, obligations and liabilities of the Borrower
-----------
to any of the Lenders and the Administrative Agent, individually or
collectively, existing on the date of this Loan Agreement or arising thereafter,
direct or indirect, joint or several, absolute or contingent,

-11-

matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this Loan
Agreement or any of the other Loan Documents or in respect of the Loan made or
any of the Notes, or other instruments at any time evidencing any thereof.

Outstanding. With respect to the Loan, the aggregate unpaid principal
-----------
thereof as of any date of determination.

PBGC. The Pension Benefit Guaranty Corporation created by (S)4002 of ERISA
----
and any successor entity or entities having similar responsibilities.

Permitted Liens. Liens permitted by (S)6.2.1.
---------------

Person. Any individual, corporation, limited liability company,
------
partnership, limited liability partnership, trust, other unincorporated
association, business, or other legal entity, and any Governmental Authority.

Pledge Agreement. The Pledge Agreement, dated as of the date hereof,
----------------
between the Borrower and the Administrative Agent pursuant to which the Borrower
pledges to the Administrative Agent, for the benefit of the Lenders and the
Administrative Agent, all of its right, title and interest in the Berkadia Note
and grants to the Administrative Agent for the benefit of the Lenders and the
Administrative Agent, a first priority security interest in all of its rights
under the FINOVA Credit Agreement, such agreement to be substantially in the
form of Exhibit D hereto.
------- -

Pricing Grid. The Borrower's Applicable Margin and Facility Fee rates
------------
shall be determined pursuant to the Pricing Grid set forth below, in accordance
with the definition of Pricing Level:

---------------------------------------------
Pricing Applicable
Level Margin Facility Fee
---------------------------------------------
I .25% .05%
---------------------------------------------
II .28% .07%
---------------------------------------------

Pricing Level. Pricing Level I or Pricing Level II, whichever shall apply,
-------------
at any date. Any change to a Pricing Level based on the Debt Rating shall be
automatically effective as of the date such Debt Rating is publicly announced by
Standard & Poor's, Xxxxx'x, or any Successor Rating Agency, as the case may be.

Pricing Level I. Any period during which the Debt Rating is AAA or better
---------------
(as rated by Standard & Poor's) and/or Aaa or better (as rated by Xxxxx'x).

-12-

Pricing Level II. Any period during which (a) the Debt Rating is lower
----------------
than AAA (as rated by Standard & Poor's) and lower than Aaa (as rated by
Xxxxx'x) and (b) Pricing Level I does not apply.

Qualified Conduit Lender. A Conduit Lender which issues Commercial Paper
------------------------
rated at least "P-1" by Xxxxx'x or "A-1" by Standard & Poor's or is otherwise
approved in writing by the Borrower.

Record. The grid attached to a Note, or the continuation of such grid, or
------
any other similar record, including computer records, maintained by any Lender
with respect to that portion of the Loan referred to in such Lender's Note.

Reorganization Plan. The Third Amended and Restated Joint Plan of
-------------------
Reorganization of Debtors Under Chapter 11 of the Bankruptcy Code of FINOVA
Group, FNV Capital and seven other of their Subsidiaries, Case Nos. 01-0697
(PJW) through 01-0705 (PJW), as approved and confirmed by the United States
Bankruptcy Court, District of Delaware, on August 10, 2001.

Required Lenders. As of any date, at least two Lenders (unless there is
----------------
only one Lender hereunder, in which case, one Lender) holding at least fifty-one
percent (51%) of the outstanding principal amount of the Notes on such date.

Security Documents. The Guaranties and the Pledge Agreement.
------------------

Standard & Poor's. See the definition of "Debt Rating".
-----------------

Structuring Fee. See (S)3.1.
---------------

Structuring Fee Letter. The fee letter dated as of the date hereof among
----------------------
the Borrower and the Administrative Agent.

Subsidiary. Any corporation, association, trust, or other business entity
----------
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock, provided, however, that in no event shall FINOVA
-------- -------
Group or any of its Subsidiaries be deemed Subsidiaries of the Borrower.

Successor Rating Agency. See the definition of "Debt Rating".
-----------------------

UCC. The Uniform Commercial Code as in effect in the State of New York.
---

Voting Stock. Stock or similar interests, of any class or classes (however
------------
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

1.2. Rules of Interpretation.
-----------------------

-13-

(a) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to
time in accordance with its terms and the terms of this Loan Agreement.

(b) The singular includes the plural and the plural includes the
singular.

(d) A reference to any Person includes its permitted successors and
permitted assigns.

(e) Accounting terms not otherwise defined herein have the meanings
assigned to them by GAAP applied on a consistent basis by the accounting
entity to which they refer.

(f) The words "include", "includes" and "including" are not limiting.

(g) All terms not specifically defined herein or by GAAP, which terms
are defined in the UCC, have the meanings assigned to them therein, with
the term "instrument" being that defined under Article 9 of the UCC.
----------

(h) Reference to a particular "(S)" refers to that section of this
Loan Agreement unless otherwise indicated.

(i) The words "herein", "hereof", "hereunder" and words of like
import shall refer to this Loan Agreement as a whole and not to any
particular section or subdivision of this Loan Agreement.

(j) Unless otherwise expressly indicated, in the computation of
periods of time from a specified date to a later specified date, the word
"from" means "from and including," the words "to" and "until" each mean "to
but excluding," and the word "through" means "to and including."

(k) This Loan Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are,
however, cumulative and are to be performed in accordance with the terms
thereof.

(l) This Loan Agreement and the other Loan Documents are the result
of negotiation among, and have been reviewed by counsel to, among others,
the Administrative Agent and the Borrower and are the product of
discussions and negotiations among all parties. Accordingly, this Loan
Agreement and the other Loan Documents are not intended to be construed
against the Administrative Agent or any of the Lenders merely on account of
the Administrative Agent's or any Lender's involvement in the preparation
of such documents.

-14-

2. THE LOAN.
--------

2.1. Funding. Subject to the terms and conditions set forth in this Loan
-------
Agreement, each Lender shall lend to the Borrower on the Closing Date the amount
of its Commitment Percentage of the principal amount of $5,600,000,000.

2.2. Facility Fee. The Borrower agrees to pay to the Administrative Agent
------------
for the accounts of the Lenders in accordance with their respective Commitment
Percentages a facility fee (the "Facility Fee") calculated at the rate per annum
-------- ---
determined as set forth in the Pricing Grid with respect to the Facility Fee as
in effect from time to time based on the daily outstanding principal amount of
the Loan. The Facility Fee shall be payable quarterly in arrears on January 7,
April 7, July 7, and October 7 of each year for the immediately preceding
quarter, commencing on the first such date following the date hereof, with a
final payment on the Maturity Date or any earlier date on which the Loan has
been repaid.

2.3. The Notes. The Loan shall be evidenced by separate promissory notes
---------
of the Borrower in substantially the form of Exhibit A hereto (each a "Note"),
------- - ----
dated the Closing Date (or such other date on which a Lender may become a party
hereto in accordance with (S)10 hereof) and completed with appropriate
insertions. One Note shall be payable to the order of each Lender in a principal
amount equal to such Lender's Commitment Percentage of the Loan and representing
the obligation of the Borrower to pay to such Lender such principal amount or,
if less, the outstanding amount of such Lender's Commitment Percentage of the
Loan, plus interest accrued thereon, as set forth below. The Borrower
irrevocably authorizes each Lender to make or cause to be made a notation on
such Lender's Record reflecting the original principal amount of such Lender's
Commitment Percentage of the Loan and, at or about the time of such Lender's
receipt of any principal payment on such Lender's Note, an appropriate notation
on such Lender's Record reflecting such payment. The aggregate unpaid amount set
forth on such Lender's Record shall be prima facie evidence of the principal
----- -----
amount thereof owing and unpaid to such Lender, but the failure to record, or
any error in so recording, any such amount on such Lender's Record shall not
affect the obligations of the Borrower hereunder or under any Note to make
payments of principal of and interest on any Note when due.

2.4. Repayment of Loan.
-----------------

2.4.1. Payment at Maturity. The Borrower promises to pay to the
-------------------
Administrative Agent for the account of the Lenders the outstanding
principal amount of the Loan on the Maturity Date.

2.4.2. Mandatory Prepayments. Not later than five (5) Business Days
---------------------
following receipt thereof, the Borrower shall pay to the Administrative
Agent for the respective accounts of the Lenders an amount equal to one
hundred percent (100%) of the amount of any principal payment on the FINOVA
Loan received from FNV Capital; provided, however, that the Borrower, at
-------- -------
its option, may delay any payment hereunder until the end of the next
expiring Interest Period. Notwithstanding the foregoing, if any payments
have been required under (S)2.4.3, at the time of making any such payment
pursuant to this (S)2.4.2, the Borrower shall be permitted to reduce the
amount of such payment by an amount equal to the amount of all payments
made pursuant to (S)2.4.3 which have not previously been applied to reduce
payments pursuant to this (S)2.4.2.

-15-

Payments under this (S)2.4.2 shall be applied to the repayment of
principal. All payments of principal made pursuant to this (S)2.4.2 shall
be allocated among the Lenders in proportion, as nearly as practicable, to
the respective outstanding amounts of each Lender's Note, with adjustments
to the extent practicable to equalize any prior prepayments not exactly in
proportion. No amounts repaid pursuant to this (S)2.4.2 may be reborrowed.
The Borrowers shall provide written notice to the Administrative Agent, at
least two (2) Business Days prior to each such prepayment of the amount of
the principal payment it has received or expects to receive from FNV
Capital and the corresponding amount of its expected prepayment of the
Loan.

2.4.3. Loan Coverage. If the Asset Value as of the end of any calendar
-------------
month, as reflected on the certificate delivered pursuant to (S)5.4(g), is
less than 1.2 times the outstanding principal amount of the Loan as of the
end of such month, then the Borrower shall, concurrently with the delivery
of such certificate, prepay the Loan in the amount necessary so that the
Asset Value is at least 1.2 times the outstanding principal amount of the
Loan, after giving effect to such prepayment.

2.5. Optional Prepayment of Loan. The Borrower shall have the right at any
---------------------------
time to prepay the Notes on or before the Maturity Date, as a whole, or in part,
upon not less than five (5) Business Days prior written notice to the
Administrative Agent, without premium or penalty, provided that (a) each partial
--------
prepayment shall be in the principal amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof (b) no portion of the Loan bearing
interest at the LIBOR Rate or the CP Rate may be prepaid pursuant to this (S)2.5
except on the last day of the Interest Period relating thereto unless the
Borrower pays the Lenders the amounts required pursuant to (S)3.10 hereof and
(c) each partial prepayment shall be allocated among the Lenders, in proportion,
as nearly as practicable, to the respective outstanding amount of each Lender's
Note, with adjustments to the extent practicable to equalize any prior
prepayments not exactly in proportion. Any prepayment of principal of the Loan
shall include all interest accrued to the date of prepayment. No amount repaid
pursuant to this (S)2.5 may be reborrowed.

2.6. Optional Cancellation of Loan. Prior to the Closing Date, the Borrower
-----------------------------
may, at its option, cancel, in whole or in part, the amount of the Loan to be
made on the Closing Date upon not less than five (5) Business Days prior written
notice to the Administrative Agent, provided that any partial cancellation shall
be in the principal amount of $15,000,000 or an integral multiple of $1,000,000
in excess thereof.

2.7. Interest on Loan.
----------------

2.7.1. Interest Rates. Except as otherwise provided in (S)3.11, the
--------------
Loan shall bear interest during each Interest Period relating to all or any
portion of the Loan at the following rates:

(a) To the extent that all or any portion of the Loan bears
interest during such Interest Period at the Base Rate (which will only
occur in the event that the LIBOR Rate is unavailable pursuant to
(S)3.5 or (S)3.6), the Loan or such portion shall bear interest during
such Interest Period at the Base Rate.

-16-

(b) To the extent that all or any portion of the Loan bears interest
during such Interest Period based on the LIBOR Rate, the Loan or such
portion shall bear interest during such Interest Period at the rate per
annum equal to the LIBOR Rate determined for such Interest Period, plus the
----
Applicable Margin as in effect from time to time. All portions of the Loan
advanced by Lenders other than Conduit Lenders shall, except to the extent
provided in paragraph (a), bear interest based on the LIBOR Rate.
Additionally with respect to any Conduit Lender that is not a Qualified
Conduit Lender (and for so long as it fails to be a Qualified Conduit
Lender) and as provided in (S)2.8.1 with respect to CP Disruption Events,
all portions of the Loan owing to such Conduit Lender shall be LIBOR Rate
Loans.

(c) To the extent that all or any portion of the Loan bears interest
during such Interest Period based on the CP Rate, the Loan or such portion
owing to each Qualified Conduit Lender shall bear interest during such
Interest Period at the rate per annum equal to the CP Rate determined by
such Conduit Lender for such Interest Period plus the Applicable Margin as
----
in effect from time to time. Except to the extent provided in paragraph (b)
above, all portions of the Loan owing to Conduit Lenders shall be CP Rate
Loans.

2.7.2. Interest Payments. The Borrower promises to pay interest on the
-----------------
Loan or any portion thereof outstanding during each Interest Period in arrears
on each Interest Payment Date applicable to such Interest Period. On or before
the third Business Day preceding each Interest Payment Date, each Conduit Lender
shall notify the Administrative Agent as to the Interest Amount for such Conduit
Lender that will be due and payable on such Interest Payment Date by delivering
to the Administrative Agent a certificate in the form attached as Exhibit F
------- -
hereto. On or before the second Business Day preceding each Interest Payment
Date, the Administrative Agent shall notify the Borrower of the Aggregate
Interest Amount for the Interest Period ending on such Interest Payment Date. On
each Interest Payment Date, the Borrower shall pay to the Administrative Agent
an amount equal to the Aggregate Interest Amount for the Interest Period ending
on such Interest Payment Date in respect of CP Rate Loans. Upon receipt of such
amount the Administrative Agent shall pay to each Conduit Lender its Interest
Amount for such Interest Period.

2.8. Interest Options.
----------------

2.8.1. CP Rate Loans. Upon the expiration of each Interest Period in
-------------
respect of a CP Rate Loan, such CP Rate Loan shall automatically be continued as
a CP Rate Loan for an additional Interest Period, unless the Administrative
Agent receives a Conversion Notice from a Conduit Lender that the CP Rate Loan
of such Conduit Lender is to be converted into a LIBOR Rate Loan. Any such
conversion shall be subject to (S)2.7.1. Each Conversion Notice shall be
delivered pursuant to this (S)2.8.1 at least three (3) Business Days prior to
the expiration of the Interest Period then applicable to such CP Rate Loan. In
the event that in the case of any Conduit Lender (a) such Lender is not at such
time a Qualified Conduit Lender, (b) a CP Disruption Event occurs, (c) such
Lender elects to convert its portion of the Loan to a LIBOR Rate Loan, or (d)
such Conduit Lender's

-17-

Liquidity Provider fails to renew its Liquidity Commitment, and such
Liquidity Commitment will expire within forty (40) days, then all CP Rate
----
Loans of such Conduit Lender shall be converted to LIBOR Rate Loans at the
end of the applicable Interest Period for such CP Rate Loans, with no prior
notice being required in the case of any condition referred to in clause
(a), (b) or (d), and the portion of the Loan advanced by such Conduit
Lender shall, until no condition referred to in clause (a), (b) or (d)
above is continuing, be LIBOR Rate Loans.

2.8.2. LIBOR Rate Loans. Upon the expiration of each Interest Period
----------------
in respect of a LIBOR Rate Loan, such LIBOR Rate Loan shall automatically
be continued as a LIBOR Rate Loan for an additional Interest Period, unless
the relevant Lender (a) is a Qualified Conduit Lender and (b) delivers a
Conversion Notice providing that such LIBOR Rate Loan shall be converted
into a CP Rate Loan at least three (3) Business Days prior to the
expiration of the Interest Period then applicable to such LIBOR Rate Loan.

3. CERTAIN GENERAL PROVISIONS.
--------------------------

3.1. Structuring Fee. The Borrower agrees to pay to the Administrative
---------------
Agent for the accounts of the Lenders on the Closing Date a structuring fee (the
"Structuring Fee") as set forth in the Structuring Fee Letter.
---------------

3.2. Administrative Agent's Fee. The Borrower shall pay to the
--------------------------
Administrative Agent for its own account certain Administrative Agent's fees
(the "Administrative Agent's Fees") as set forth in the Administrative Agent's
-------------- ------- ----
Fee Letter.

3.3. Funds for Payments.
------------------

3.3.1. Payments to Administrative Agent. All payments of principal,
--------------------------------
interest, Fees and any other amounts due hereunder or under any of the
other Loan Documents shall be made on the due date thereof to the
Administrative Agent in Dollars, for the respective accounts of the Lenders
and the Administrative Agent, at the Administrative Agent's Office or at
such other place that the Administrative Agent may from time to time
designate, in each case on or prior to 1:00 p.m. (Boston, Massachusetts
time or other local time at the place of payment) and in immediately
available funds.

3.3.2. No Offset, etc. All payments by the Borrower hereunder and
---------------
under any of the other Loan Documents shall be made without recoupment,
setoff or counterclaim and free and clear of and without deduction for any
taxes, levies, imposts, duties, charges, fees, deductions, withholdings,
compulsory loans, restrictions or conditions of any nature now or hereafter
imposed or levied by any jurisdiction or any political subdivision thereof
or taxing or other authority therein unless the Borrower is compelled by
law to make such deduction or withholding. Subject to (S)3.3.3, if any such
obligation is imposed upon the Borrower with respect to any amount payable
by it hereunder or under any of the other Loan Documents, the Borrower will
pay to the Administrative Agent, for the account of the Lenders or (as the
case may be) the Administrative Agent, on the date on which such amount is
due and payable hereunder or under such other Loan Document, such
additional amount in Dollars as shall be necessary to enable the Lenders or
the Administrative Agent to receive the same net

-18-

amount which the Lenders or the Administrative Agent would have received on
such due date had no such obligation been imposed upon the Borrower.
However, for this purpose, additional amounts will not include (i) in the
case of each Lender, each Liquidity Provider and the Administrative Agent,
taxes measured by its net income and franchise taxes imposed on it by the
jurisdiction (or any political subdivision thereof) under the laws of which
it is organized and (ii) in the case of each Lender and each Liquidity
Provider, taxes measured by its net income and franchise taxes imposed on
it by the jurisdiction in which its lending office is located. The Borrower
will deliver promptly to the Administrative Agent certificates or other
valid vouchers for all taxes or other charges deducted from or paid with
respect to payments made by the Borrower hereunder or under such other Loan
Document. If the Borrower incurs any costs with respect to any Lender by
reason of this (S)3.3.2, the Borrower will have the right to replace such
Lender in accordance with the provisions of (S)3.12 hereof.

3.3.3. Non-U.S. Lenders. Each Lender, the Administrative Agent and
-----------------
each Liquidity Provider that is not a U.S. Person as defined in Section
7701(a)(30) of the Code for federal income tax purposes (a "Non-U.S.
--------
Lender") hereby agrees that it shall, prior to the date of the first
------
payment by the Borrower hereunder to be made to such Non-U.S. Lender or for
such Non-U.S. Lender's account, and prior to the expiration or obsolescence
of any previously delivered form, deliver to the Borrower and the
Administrative Agent, as applicable, such certificates, documents or other
evidence, as and when required by the Code or Treasury Regulations issued
pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a
"bank" for purposes of Section 881(c)(3)(A) of the Code, two (2) duly
completed copies of Internal Revenue Service Form W-8BEN (certifying as to
entitlement to treaty benefits) or Form W-8ECI and any other certificate or
statement of exemption required by Treasury Regulations, or any subsequent
versions thereof or successors thereto, properly completed and duly
executed by such Non-U.S. Lender establishing that with respect to payments
of principal, interest or fees hereunder it is (i) not subject to United
States federal withholding tax under the Code because such payment is
effectively connected with the conduct by such Non-U.S. Lender of a trade
or business in the United States or (ii) totally exempt from United States
federal withholding tax under a provision of an applicable tax treaty and
(b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of
Section 881(c)(3)(A) of the Code, a certificate in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower and to
the effect that (i) such Non-U.S. Lender is not a "bank" for purposes of
Section 881(c)(3)(A) of the Code, is not subject to regulatory or other
legal requirements as a bank in any jurisdiction, and has not been treated
as a bank for purposes of any tax, securities law or other filing or
submission made to any governmental authority, any application made to a
rating agency or qualification for any exemption from any tax, securities
law or other legal requirements, (ii) is not a ten (10) percent shareholder
for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a
controlled foreign corporation receiving interest from a related person for
purposes of Section 881(c)(3)(C) of the Code, together with a properly
completed Internal Revenue Service Form W-8BEN (certifying as to beneficial
ownership), as applicable (or successor forms). Each Lender agrees that it
shall, promptly upon a change of its lending office or the selection of any
additional lending office, to the extent the forms previously delivered by
it pursuant to this section are no

-19-

longer effective or accurate, and promptly upon the Borrower's or the
Administrative Agent's reasonable request after the occurrence of any other
event (including the passage of time) requiring the delivery of a Form W-
8BEN, Form W-8ECI or Form W-9 in addition to or in replacement of the forms
previously delivered, deliver to the Borrower and the Administrative Agent,
as applicable, a properly completed and executed Form W-8BEN, Form W-8ECI
or Form W-9, as applicable (or any successor forms thereto). Each Lender
also represents that it is not a "conduit entity" as described in U.S.
Treasury Regulation (S)1.881-3(a)(4). The Borrower shall not be required to
pay any additional amounts to any Non-U.S. Lender in respect of United
States federal withholding tax pursuant to (S)3.3.2 above to the extent
that the obligation to pay such additional amounts would not have arisen
but for a failure by such Non-U.S. Lender to comply with the provisions of
this (S)3.3.3 or to deliver the documents specified in this (S)3.3.3,
including if such Non-U.S. Lender is not properly or legally entitled to
use or deliver any of the forms set forth above (or any successor forms
thereto) or on account of a Lender being a "conduit entity"; provided,
--------
however, that the foregoing shall not relieve the Borrower of its
-------
obligation to pay additional amounts pursuant to (S)3.3.2 in the event
that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in interpretation,
administration or application thereof, a Non-US Lender that was previously
entitled to receive all payments under this Loan Agreement and the Notes
without deduction or withholding of any United States federal income taxes
is no longer properly entitled to deliver forms, certificates or other
evidence at a subsequent date establishing the fact that such Lender is not
subject to withholding. If the Borrower incurs any costs with respect to
any Lender by reason of this (S)3.3.3, the Borrower will have the right to
replace such Lender in accordance with the provisions of (S)3.12 hereof.

3.4. Computations. All computations of interest on Base Rate Loans shall be
------------
based on a 365-day year and paid for the actual number of days elapsed,
including the first day but excluding the last day of any calculation period.
All computations of interest on LIBOR Rate Loans and CP Rate Loans and of Fees
shall be based on a 360-day year and paid for the actual number of days elapsed,
including the first day but excluding the last day of any calculation period.
The Administrative Agent will provide the Borrower with notice of any
Eurocurrency Reserve Rate that becomes applicable, including the rate thereof.
Whenever a payment hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and interest shall accrue during
such extension. The outstanding amount of the Loan as reflected on the Records
from time to time shall be considered correct and binding on the Borrower unless
within thirty (30) Business Days after receipt of any notice by the
Administrative Agent or any of the Lenders of such outstanding amount, the
Borrower shall notify such Lender to the contrary.

3.5. Inability to Determine LIBOR Rate. In the event, prior to the
---------------------------------
commencement of any Interest Period relating to any LIBOR Rate Loan, the
Administrative Agent shall determine that (a) adequate and reasonable methods do
not exist for ascertaining the LIBOR Rate that would otherwise determine the
rate of interest to be applicable to any LIBOR Rate Loan during any Interest
Period or (b) the LIBOR Rate determined or to be determined for such Interest
Period will not adequately and fairly reflect the cost to the Lenders and/or
Liquidity Providers

-20-

of making or maintaining their LIBOR Rate Loans during such period, the
Administrative Agent shall forthwith give notice of such determination (which
shall be conclusive and binding on the Borrower and the Lenders) to the Borrower
and the Lenders. In such event (a) any Conversion Request with respect to LIBOR
Rate Loans shall be automatically withdrawn and shall be deemed a request for
Base Rate Loans, (b) each LIBOR Rate Loan will automatically, on the last day of
the then current Interest Period relating thereto, become a Base Rate Loan, and
(c) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended
until the Administrative Agent determines that the circumstances giving rise to
such suspension no longer exist, whereupon the Administrative Agent shall so
notify the Borrower and the Lenders.

3.6. Illegality. Notwithstanding any other provisions herein, if any change
----------
in law, regulation, treaty or directive or in the interpretation or application
thereof shall make it unlawful for any Lender (or its Liquidity Provider) to
make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of
such circumstances to the Borrower and the other Lenders and thereupon (a) the
commitment of such Lender to make LIBOR Rate Loans shall forthwith be suspended,
(b) such Lender's Loans then outstanding as LIBOR Rate Loans, if any, shall be
converted automatically to Base Rate Loans on the last day of each Interest
Period applicable to such LIBOR Rate Loans or within such earlier period as may
be required by law, and (c) the Borrower may replace such Lender in accordance
with the provisions of (S)3.12 hereof. The Borrower hereby agrees promptly to
pay the Administrative Agent for the account of such Lender, upon demand by such
Lender, any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender (or its Liquidity Provider) in making any conversion in
accordance with this (S)3.6, including any interest or fees payable by such
Lender to lenders of funds obtained by it in order to make or maintain its LIBOR
Rate Loans hereunder.

3.7. Additional Costs, etc. If any change in applicable law, which
---------------------
expression, as used herein, includes statutes, rules and regulations thereunder
and interpretations thereof by any competent court or by any governmental or
other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Lender,
Liquidity Provider or the Administrative Agent by any central bank or other
fiscal, monetary or other authority (whether or not having the force of law),
shall:

(a) subject any Lender or Liquidity Provider or the Administrative
Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding
of any nature with respect to this Loan Agreement, the other Loan
Documents, such Lender's Commitment or Liquidity Provider's Liquidity
Commitment, or the Loan (other than taxes based upon or measured by the
income or profits of such Lender or the Administrative Agent), or

(b) materially change the basis of taxation (except for changes in
taxes on income or profits) of payments to any Lender or Liquidity Provider
of the principal of or the interest on the Loans or any other amounts
payable to any Lender, Liquidity Provider or the Administrative Agent under
this Loan Agreement or any of the other Loan Documents, or

-21-

(c) impose or increase or render applicable (other than to the extent
specifically provided for elsewhere in this Loan Agreement) any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held
by, or deposits in or for the account of, or loans by, or letters of credit
issued by, or commitments of an office of any Lender or Liquidity Provider,
or

(d) impose on any Lender or Liquidity Provider or the Administrative
Agent any other conditions or requirements with respect to this Loan
Agreement, the other Loan Documents, the Loan, such Lender's Commitment or
Liquidity Provider's Liquidity Commitment or any class of loans or
commitments of which any of the Loans or such Lender's Commitment or
Liquidity Provider's Liquidity Commitment forms a part, and the result of
any of the foregoing is

(i) to increase the cost to any Lender or Liquidity Provider
of making, funding, issuing, renewing, extending or maintaining the
Loan or such Lender's Commitment or Liquidity Provider's Liquidity
Commitment, or

(ii) to reduce the amount of principal, interest, or other
amount payable to such Lender or Liquidity Provider or the
Administrative Agent hereunder on account of such Lender's Commitment
or Liquidity Provider's Liquidity Commitment, or any of the Loans, or

(iii) to require such Lender or Liquidity Provider or the
Administrative Agent to make any payment or to forego any interest or
other sum payable hereunder, the amount of which payment or foregone
interest or other sum is calculated by reference to the gross amount
of any sum receivable or deemed received by such Lender, Liquidity
Provider or the Administrative Agent from the Borrower hereunder,

and so long as such additional costs, reductions, payments or foregone interest
or other sums are (x) applicable to and generally being collected by such Lender
from all of its similarly situated customers in good faith, (y) not incurred due
to a CP Disruption Event, and (z) not otherwise recovered or recoverable
pursuant to another provision of this Loan Agreement, then, and in each such
case, the Borrower will, upon demand made by such Lender or (as the case may be)
the Administrative Agent at any time and from time to time and as often as the
occasion therefor may arise, pay to such Lender or the Administrative Agent such
additional amounts as will be sufficient to compensate such Lender or Liquidity
Provider to such Lender or the Administrative Agent for such additional cost,
reduction, payment or foregone interest or other sum which has been incurred by
such Lender or Liquidity Provider within the ninety (90) days prior to the date
of such demand. If the Borrower incurs any costs with respect to any given
Lender by reason of this (S)3.7, the Borrower will have the right to replace
such Lender in accordance with the provisions of (S)3.12 hereof.

3.8. Capital Adequacy. If after the date hereof any Lender or Liquidity
----------------
Provider to such Lender or the Administrative Agent determines that (a) the
adoption of or change in any law, governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) regarding
capital requirements for Lenders, Liquidity Providers or financial holding

-22-

companies or any change in the interpretation or application thereof by a
Governmental Authority with appropriate jurisdiction, or (b) compliance by such
Lender or its Liquidity Provider or the Administrative Agent or any corporation
controlling such Lender or its Liquidity Provider or the Administrative Agent
with any law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) of any such entity regarding capital
adequacy, has the effect of reducing the return on such Lender's or its
Liquidity Provider's or the Administrative Agent's commitment with respect to
the Loan to a level below that which such Lender or its Liquidity Provider or
the Administrative Agent could have achieved (it being understood that, in the
absence of a change in law (including related rules and regulations) occurring
after the date hereof, the inclusion of any portion of the Loan of any Conduit
Lender in the determination of its Liquidity Provider's capital shall not be
deemed to have such an effect) but for such adoption, change or compliance
(taking into consideration such Lender's or the Administrative Agent's then
existing policies with respect to capital adequacy and assuming full utilization
of such entity's capital) by any amount deemed by such Lender or its Liquidity
Provider or (as the case may be) the Administrative Agent to be material, then
such Lender or the Administrative Agent may notify the Borrower of such fact.
The Borrower agrees to pay such Lender or (as the case may be) the
Administrative Agent for the amount of such reduction in the return on capital
as and when such reduction is determined upon presentation by such Lender or (as
the case may be) the Administrative Agent of a certificate in accordance with
(S)3.9 hereof. Each Lender or its Liquidity Provider shall allocate such cost
increases among its customers in good faith and on an equitable basis.

3.9. Certificate. A certificate setting forth any additional amounts
-----------
payable pursuant to (S)3.7 or (S)3.8 and a brief explanation of such amounts
which are due, submitted by any Lender on behalf of itself and/or its Liquidity
Provider or the Administrative Agent to the Borrower, shall be conclusive,
absent manifest error, that such amounts are due and owing (other than any loss,
cost or expense resulting from the gross negligence or willful misconduct of
such Lender).

3.10. Indemnity. The Borrower agrees to indemnify each Lender and to hold
---------
each Lender harmless from and against any loss, cost or expense that such Lender
may sustain or incur as a consequence of (a) default by the Borrower in payment
of the principal amount of or any interest on any LIBOR Rate Loans or CP Rate
Loans as and when due and payable, including any such loss or expense arising
from interest or fees payable by such Lender to banks of funds obtained by it in
order to maintain its LIBOR Rate Loans or CP Rate Loans, or (b) the making of
any payment of a LIBOR Rate Loan or CP Rate Loan on a day that is not the last
day of the applicable Interest Period with respect thereto, including interest
or fees payable by such Lender to lenders of funds obtained by it in order to
maintain any such Loans.

3.11. Interest After Default. Overdue principal and (to the extent
----------------------
permitted by applicable law) interest on the Loan and all other overdue amounts
payable hereunder or under any of the other Loan Documents shall bear interest
compounded monthly and payable on demand at a rate per annum equal to two
percent (2.0%) above the Base Rate until such amount shall be paid in full
(after as well as before judgment).

3.12. Replacement of Lenders. If any Lender (an "Affected Lender") (a)
---------------------- -------- ------
converts its CP Rate Loans into LIBOR Rate Loans as a result of a CP Disruption
Event, (b) in the case of a Conduit Lender, such Conduit Lender's Liquidity
Provider or Commercial Paper issued by

-23-

such Conduit Lender is rated below "P-1" by Moody's or below "A-1" by Standard &
Poor's, (c) requests or requires the Borrower to provide compensation to it
pursuant to (S)(S)3.3.2, 3.3.3, 3.6, 3.7 or 3.8, or (d) is a Delinquent Lender,
then the Borrower may, so long as no Default or Event of Default has occurred
and is then continuing, within ninety (90) days of receipt of such demand or
notice, or the occurrence of such other event causing the Borrower to be
required to pay such compensation or causing (S)(S)3.3.2, 3.3.3, 3.6, 3.7, 3.8
or 9.5.3 to be applicable, or default, as the case may be, by notice (a
"Replacement Notice") in writing to the Administrative
----------- ------
Agent and such Affected Lender (i) request the Affected Lender to cooperate with
the Borrower in obtaining one or more replacement Lenders satisfactory to the
Administrative Agent and the Borrower (each, a "Replacement Lender"); (ii)
----------- ------
request the non-Affected Lenders to acquire and assume all or part of the
Affected Lender's Loans as provided herein, but none of such Lenders shall be
under an obligation to do so; or (iii) designate one or more Replacement Lenders
approved by the Administrative Agent, such approval not to be unreasonably
withheld or delayed. If any one or more satisfactory Replacement Lenders shall
be obtained, and/or if any one or more of the non-Affected Lenders shall agree
to acquire and assume all or part of the Affected Lender's Loans, then such
Affected Lender shall assign, in accordance with (S)10, all or such part of its
portion of the Loan, Notes and other rights and obligations under this Loan
Agreement and all other Loan Documents to such Replacement Lenders or non-
Affected Lenders, as the case may be, in exchange for payment of the principal
amount so assigned and all interest and fees accrued on the amount so assigned,
plus all other Obligations then due and payable to the Affected Lender;
provided, however, that (A) such assignment shall be without recourse,
-------- -------
representation or warranty and shall be on terms and conditions reasonably
satisfactory to such Affected Lender and such Replacement Lenders and/or non-
Affected Lenders, as the case may be, and (B) prior to any such assignment, the
Borrower shall have paid to such Affected Lender all amounts properly demanded
and unreimbursed under (S)(S)3.7, 3.8 and 3.10. Upon the effective date of such
assignment, the Borrower shall issue replacement Notes to such Replacement
Lender and/or non-Affected Lenders, as the case may be, and each such
institution shall become a "Lender" for all purposes under this Loan Agreement
and the other Loan Documents, and upon receipt of such replacement Notes, the
existing Notes shall be marked "cancelled" and returned to the Borrower.

3.13. Conduit Lenders.
---------------

(a) It is the intent of the parties hereto that, to the extent that
Commercial Paper may be issued pursuant to and in accordance with the terms of
the constituent and governing documents applicable to any Qualified Conduit
Lender, the portion of the Loan to be funded by such Conduit Lender will be
funded through the issuance of Commercial Paper and the outstanding principal
amount of maturing Commercial Paper will be paid through the issuance of
additional Commercial Paper. Notwithstanding the foregoing, if at any time
Commercial Paper cannot be issued in accordance therewith for any reason, upon
the maturity of any outstanding Commercial Paper, amounts owing with respect
thereto will be paid by the Liquidity Provider of such Conduit Lender in
accordance with the terms of the applicable Liquidity Provider Agreement.

(b) Each Conduit Lender will at all times provide a Liquidity Commitment
with a Liquidity Provider pursuant to the terms of a Liquidity Provider
Agreement. All such Liquidity Commitments may be renewable by the Conduit
Lender for successive periods of up to 364

-24-

days in accordance with the provisions of the applicable Liquidity Provider
Agreement to be renewed. Notwithstanding the drawing down of any amounts under a
Liquidity Commitment, the portion of the Loan of the Conduit Lender making such
draw shall continue to be due on the Maturity Date or such earlier time as may
be required pursuant to (S)2.4 hereof.

4. REPRESENTATIONS AND WARRANTIES.
------------------------------

The Borrower represents and warrants to the Lenders and the Administrative
Agent that, as of the date hereof and as of the Closing Date:

4.1. Corporate Authority.
-------------------

4.1.1. Incorporation; Good Standing. The Borrower (a) is a limited
----------------------------
liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware, (b) has all requisite limited
liability company power to own its property and conduct its business as now
conducted and as presently contemplated, and (c) is in good standing as a
foreign limited liability company and is duly authorized to do business in
each jurisdiction where such qualification is necessary except where a
failure to be so qualified would not have a Material Adverse Effect.

4.1.2. Authorization. The execution, delivery and performance of
-------------
this Loan Agreement and the other Loan Documents to which the Borrower is a
party and the transactions contemplated hereby and thereby (a) are within
the limited liability company authority of the Borrower, (b) have been duly
authorized by all necessary limited liability company proceedings, (c) do
not and will not conflict with or result in any breach or contravention of
any provision of law, statute, rule or regulation to which the Borrower is
subject or any judgment, order, writ, injunction, license or permit
applicable to the Borrower except such as would not have a Material Adverse
Effect and (d) do not conflict with any provision of the Governing
Documents of, or any agreement or other instrument binding upon, the
Borrower.

4.1.3. Enforceability. The execution and delivery of this Loan
--------------
Agreement and the other Loan Documents to which the Borrower is a party
will result in valid and legally binding obligations of the Borrower
enforceable against it in accordance with the respective terms and
provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating
to or affecting generally the enforcement of creditors' rights and except
to the extent that availability of certain equitable remedies is subject to
the discretion of the court before which any proceeding therefor is
brought.

4.2. Governmental Approvals. The execution, delivery and performance by the
----------------------
Borrower of this Loan Agreement and the other Loan Documents to which the
Borrower is a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained, except where the failure to obtain
such approval or consent, or make such filing would not have a Material Adverse
Effect.

-25-

4.3. Title to Properties; Leases. The Borrower owns all of the assets
---------------------------
reflected in the balance sheet of the Borrower as at the Closing Date subject to
no Liens or other rights of others, except Permitted Liens.

4.4. Financial Statements.
--------------------

4.4.1. Fiscal Year. The Borrower has a fiscal year which is the twelve
-----------
months ending on December 31 of each calendar year.

4.4.2. Financial Statements. There has been furnished to each of the
--------------------
Lenders a pro forma balance sheet of the Borrower as at the Closing Date.
--- -----
Such balance sheet has been prepared in accordance with GAAP and fairly
presents the assets and liabilities of the Borrower as at the Closing Date.
There are no contingent liabilities of the Borrower as of such date
involving material amounts, known to the officers of the Borrower, which
were required by GAAP to be disclosed in such balance sheet and/or the
notes related thereto and were not so disclosed.

4.5. No Material Adverse Changes, etc. Since the Balance Sheet Date there
--------------------------------
has been no event or occurrence which has had a Material Adverse Effect.

4.6. Franchises, Patents, Copyrights, etc. The Borrower possesses all
------------------------------------
franchises, patents, copyrights, trademarks, trade names, licenses and permits,
and rights in respect of the foregoing, if any, adequate for the conduct of its
business substantially as now conducted without known conflict with any rights
of others, except where failure to possess any such franchise, patent,
copyright, trademark, license, permit or right would not reasonably be expected
to have a Material Adverse Effect.

4.7. Litigation. There are no actions, suits, proceedings or investigations
----------
of any kind pending or threatened against the Borrower before any Governmental
Authority, that, would if adversely determined, in any case or in the aggregate,
(i) have a Material Adverse Effect or (ii) materially impair the right of the
Borrower to carry on business substantially as now conducted, or result in any
substantial liability not adequately covered by insurance, or for which adequate
reserves are not maintained on the consolidated balance sheet of the Borrower.

4.8. No Materially Adverse Contracts, etc. The Borrower is not subject to
------------------------------------
any Governing Document or other legal restriction, or any judgment, decree,
order, law, statute, rule or regulation that has or is expected in the future to
have a Material Adverse Effect. The Borrower is not a party to any contract or
agreement that has or is reasonably expected, in the judgment of the Borrower's
officers, to have, any Material Adverse Effect.

4.9. Compliance with Other Instruments, Laws, etc. The Borrower is not in
--------------------------------------------
violation of any provision of its Governing Documents, or any agreement or
instrument to which it may be subject or by which it or any of its properties
may be bound or any decree, order, judgment, statute, license, rule or
regulation, in any of the foregoing cases in a manner that would reasonably be
expected to have a Material Adverse Effect.

-26-

4.10. Tax Status. The Borrower has not made, and has not been required
----------
under any applicable laws or regulations to have made, any tax filings or
payments of taxes to any jurisdiction to which it is subject.

4.11. No Event of Default. No Default or Event of Default has occurred and
-------------------
is continuing.

4.12. Holding Company and Investment Company Acts. The Borrower is not a
-------------------------------------------
"holding company", or a "subsidiary company" of a "holding company", or an
------- ------- ---------- ------- ------- -------
"affiliate" of a "holding company", as such terms are defined in the Public
--------- ------- -------
Utility Holding Company Act of 1935; nor is it an "investment company", or an
---------- -------
"affiliated company" or a "principal underwriter" of an "investment company", as
---------- ------- --------- ----------- ---------- -------
such terms are defined in the Investment Company Act of 1940.

4.13. Absence of Financing Statements, etc. Except with respect to
------------------------------------
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future Lien on any assets or property
of the Borrower or any rights relating thereto.

4.14. Employee Benefit Plans. The Borrower has no Employee Benefit Plans,
----------------------
Multiemployer Plans or Guaranteed Pension Plans and has no liability in respect
of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan of
any other ERISA Affiliate.

4.15. Use of Proceeds.
---------------

4.15.1. General. The proceeds of the Loan shall be used solely to
-------
fund the obligations of the Borrower to lend $5,600,000,000 to FNV Capital
as provided in the Reorganization Plan, such loan to be made pursuant to
the FINOVA Loan Documents and to pay fees and expenses associated therewith
and with the transactions contemplated hereby.

4.15.2. Regulations U and X. No portion of the Loan is to be used for
-------------------
the purpose of purchasing or carrying any "margin security" or "margin
------ -------- ------
stock" as such terms are used in Regulations U and X of the Board of
-----
Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

4.16. Environmental Compliance. The Borrower does not own or lease any real
------------------------
property and does not handle any Hazardous Substances or conduct any activity
subject to Environmental Laws.

4.17. Subsidiaries, etc. The Borrower has no Subsidiaries. The Borrower is
-----------------
not engaged in any joint venture or partnership with any other Person.

4.18. Reorganization Plan. A Final Order for each Chapter 11 Case is in
-------------------
full force and effect. Upon the maturity (whether by acceleration or otherwise)
of any of the obligations of FNV Capital or its Subsidiaries under any of the
FINOVA Loan Documents, the Borrower shall

-27-

be entitled to immediate payment of such obligations and to enforce the remedies
provided under such Loan Document without further application to or order by the
Bankruptcy Court.

4.19. Disclosure. None of this Loan Agreement or any of the other Loan
----------
Documents contains any untrue statement of a material fact or omits to state a
material fact (known to the executive officers of the Borrower in the case of
any document or information not furnished by it) necessary in order to make the
statements herein or therein, when taken as a whole, not misleading.

5. AFFIRMATIVE COVENANTS.
---------------------

The Borrower covenants and agrees that, so long as the Loan or any Note is
outstanding or any Lender has any obligation to make any portion of the Loan:

5.1. Punctual Payment. The Borrower will duly and punctually pay or cause
----------------
to be paid the principal and interest on the Loan, the Fees and all other
amounts provided for in this Loan Agreement and the other Loan Documents to
which the Borrower is a party, all in accordance with the terms of this Loan
Agreement and such other Loan Documents.

5.2. Maintenance of Office. The Borrower will maintain its chief executive
---------------------
office in Omaha, Nebraska, or at such other place in the United States of
America as the Borrower shall designate upon written notice to the
Administrative Agent, where notices, presentations and demands to or upon the
Borrower in respect of the Loan Documents to which the Borrower is a party may
be given or made.

5.3. Records and Accounts. The Borrower will (a) keep, and cause each of
--------------------
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with GAAP, (b)
maintain adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves, and (c) at
all times engage an internationally recognized ("Big 5") certified public
accountant as the independent certified public accountants of the Borrower and
its Subsidiaries and will not permit more than thirty (30) days to elapse
between the cessation of such firm's (or any successor firm's) engagement as the
independent certified public accountants of the Borrower and its Subsidiaries
and the appointment in such capacity of a successor firm.

5.4. Financial Statements, Certificates and Information. The Borrower will
--------------------------------------------------
deliver to each of the Lenders:

(a) as soon as practicable, but in any event not later than ninety
(90) days after the end of each fiscal year of the Borrower, the
consolidated balance sheet of the Borrower and its Subsidiaries, as at the
end of such year, and the related consolidated statement of income and
consolidated statement of cash flow for such year, each setting forth in
comparative form the figures for the previous fiscal year and all such
consolidated statements to be in reasonable detail, prepared in accordance
with GAAP, and certified without qualification as to scope of audit by
internationally recognized ("Big 5") certified public accountants; provided
--------
that, notwithstanding the foregoing, such financial statements shall not
include FINOVA Group's financial position, results

-28-

or statements regardless of whether consolidation with FINOVA Group is
required by GAAP;

(b) as soon as practicable, but in any event not later than forty-
five (45) days after the end of each of the first three fiscal quarters of
the Borrower's fiscal year, copies of the unaudited consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such quarter,
and the related consolidated statement of income and consolidated statement
of cash flow for the portion of such fiscal year then elapsed, all in
reasonable detail and prepared in accordance with GAAP, and accompanied by
a certification by the principal financial or accounting officer of the
Borrower that the information contained in such financial statements fairly
presents the financial position of the Borrower and its Subsidiaries on the
date thereof (subject to year-end adjustments); provided that,
--------
notwithstanding the foregoing, such financial statements shall not include
FINOVA Group's financial position, results or statements regardless of
whether consolidation with FINOVA Group is required by GAAP;

(c) as soon as practicable, but in any event not later than ten (10)
Business Days after the Borrower's receipt thereof, the consolidated
balance sheet of FINOVA Group, as at the end of each fiscal year, and the
related consolidated statement of income and consolidated statement of cash
flow for such year, each setting forth in comparative form the figures for
the previous fiscal year and all such consolidated statements to be in
reasonable detail, prepared in accordance with GAAP, and certified without
qualification as to scope of audit by internationally recognized ("Big 5")
certified public accountants. The Borrower hereby agrees that it shall
require FINOVA Group to deliver such financial statements pursuant to the
FINOVA Loan Documents within ninety (90) days after the end of each fiscal
year of FINOVA Group;

(d) as soon as practicable, but in any event not later than ten (10)
Business Days after the Borrower's receipt thereof, copies of the unaudited
consolidated balance sheet of FINOVA Group as at the end of each of the
first three fiscal quarters of FINOVA Group's fiscal year, and the related
consolidated statement of income and consolidated statement of cash flow
for the portion of such fiscal year then elapsed, all in reasonable detail
and prepared in accordance with GAAP. The Borrower hereby agrees that it
shall require FINOVA Group to deliver such financial statements pursuant to
the FINOVA Loan Documents within forty-five (45) days after the end of each
of the first three fiscal quarters of FINOVA Group's fiscal year;

(e) as soon as practicable, but in any event not later than ten (10)
Business Days after the Borrower's receipt thereof, the annual financial
projections of FINOVA Group and its Subsidiaries for at least the remaining
term of the Loan, including, at a minimum, projected detailed consolidated
balance sheets and income and cash flow statements of FINOVA Group and its
Subsidiaries for the two next succeeding fiscal years, and a breakdown of
such projections by fiscal quarter for the next succeeding fiscal year.
The Borrower hereby agrees that it shall require FINOVA Group to deliver
such projections pursuant to the FINOVA Loan Documents within twenty (20)
days prior to the end of each fiscal year of FINOVA Group;

-29-

(f) as soon as practicable, but in any event not later than ten (10)
Business Days after the Borrower's receipt thereof, a report of FINOVA
Group and its Subsidiaries' investment in financing transactions (including
discontinued operations), by line of business, accrual status and
impaired/unimpaired status, as of the end of such fiscal quarter, the
reserve for credit losses as of the end of such fiscal quarter and an
analysis of write-offs and recoveries for such fiscal quarter. The
Borrower hereby agrees that it shall require FINOVA Group to deliver such
report pursuant to the FINOVA Loan Documents within forty-five (45) days
after the end of each fiscal quarter of FINOVA Group;

(g) on or before the fifth (5th) day of each month, a certification
of Asset Value as of the end of the second preceding month (the
"Calculation Date"), the first Calculation Date to be August 31, 2001,
----------- ----
divided by the outstanding principal amount of the Loan as of the
------- --
Calculation Date; provided, that such calculation may be based on FINOVA
--------
Group's monthly financial statements or, if such financial statements have
not been made available to the Borrower, upon estimates made by FINOVA
Group that the Borrower believes to be reasonable after due inquiry, such
certification to be substantially in the form of Exhibit E hereto;
---------

(h) promptly upon receipt by the Borrower thereof, copies of all
financial reporting information not otherwise delivered hereunder that the
Borrower receives from FNV Capital pursuant to the FINOVA Loan Documents;
and

(i) from time to time such other financial data and information of
the Borrower (including accountants' management letters) as the
Administrative Agent or any Lender may reasonably request.

5.5. Notices. The Borrower will promptly notify the Administrative Agent
-------
and each of the Lenders in writing of (a) the occurrence of any Default or Event
of Default, (b) any adverse change in the long term senior unsecured debt rating
of BH and (c) any other event or occurrence of which the Borrower has knowledge
that would reasonably be expected to have a Material Adverse Effect.

5.6. Legal Existence; Maintenance of Properties. The Borrower will do or
------------------------------------------
cause to be done all things necessary to preserve and keep in full force and
effect its legal existence, rights and franchises and those of its Subsidiaries.
It (i) will cause all of its properties and those of its Subsidiaries used or
useful in the conduct of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment, (ii) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times,
and (iii) will, and will cause each of its Subsidiaries to, continue to engage
primarily in the businesses now conducted by them and in related businesses;
provided that nothing in this (S)5.6 shall prevent the Borrower from
--------
discontinuing the operation and maintenance of any of its properties or any of
those of its Subsidiaries if such discontinuance is, in the judgment of the
Borrower, desirable in the conduct of its or their business and that, together
with all other discontinuances, does not in the aggregate have a Material
Adverse Effect.

-30-

5.7. Taxes. The Borrower will, and will cause each of its Subsidiaries to,
-----
duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
imposed upon it and its activities, or any part thereof, or upon the income or
profits therefrom, provided that any such tax, assessment, charge, levy or claim
--------
need not be paid if the validity or amount thereof shall currently be contested
in good faith by appropriate proceedings and if the Borrower or such Subsidiary
shall have set aside on its books adequate reserves with respect thereto; and
provided further that the Borrower and each Subsidiary of the Borrower will pay
-------- -------
all such taxes, assessments, charges, levies or claims forthwith upon the
commencement of proceedings to foreclose any Lien that may have attached as
security therefor.

5.8. Inspection of Properties and Books, etc. The Borrower shall permit
---------------------------------------
the Administrative Agent (on its own initiative, or upon the reasonable request
of a Lender) and its designees, and following the occurrence of a Default or
Event of Default, the Lenders, through the Administrative Agent or any of the
Lenders' other designated representatives, to visit and inspect any of the
properties of the Borrower or any of its Subsidiaries, to examine the books of
account of the Borrower and its Subsidiaries (and to make copies thereof and
extracts therefrom), and to discuss the affairs, finances and accounts of the
Borrower and its Subsidiaries with, and to be advised as to the same by, its and
their officers, all at such reasonable times and intervals as the Administrative
Agent, or, following the occurrence of a Default or Event of Default, any Lender
may reasonably request.

5.9. Compliance with Laws, Contracts, Licenses, and Permits. The Borrower
------------------------------------------------------
will, and will cause each of its Subsidiaries to, comply with (a) the applicable
laws and regulations wherever its business is conducted, (b) the provisions of
its Governing Documents, (c) all agreements and instruments by which it may be
bound and (d) all applicable decrees, orders, and judgments, if, in any of the
foregoing cases the failure to comply therewith would have a Material Adverse
Effect. If any authorization, consent, approval, permit or license from any
officer, agency or instrumentality of any government shall become necessary or
required in order that the Borrower or any of its Subsidiaries may fulfill any
of its obligations hereunder or any of the other Loan Documents to which the
Borrower or such Subsidiary is a party, the Borrower will, or (as the case may
be) will cause such Subsidiary to, immediately take or cause to be taken all
reasonable steps within the power of the Borrower or such Subsidiary to obtain
such authorization, consent, approval, permit or license and furnish the
Administrative Agent and the Lenders with evidence thereof.

5.10. Use of Proceeds. The Borrower will use the proceeds of the Loan
---------------
solely for the purposes set forth in (S)4.15.1.

5.11. Further Assurances. The Borrower will, and will cause each of its
------------------
Subsidiaries to, cooperate with the Lenders and the Administrative Agent and
execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Loan Agreement and the other Loan
Documents.

-31-

6. NEGATIVE COVENANTS.
-------------------

The Borrower covenants and agrees that, so long as the Loan or any Note is
outstanding or any Lender has any obligation to make any portion of the Loan:

6.1. Restrictions on Indebtedness. The Borrower will not, and will not
----------------------------
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

(a) Indebtedness to the Lenders and the Administrative Agent
arising under any of the Loan Documents; and

(b) Indebtedness evidenced by Hedging Agreements.

6.2. Restrictions on Liens.
---------------------

6.2.1. Permitted Liens. The Borrower will not, and will not permit
---------------
any of its Subsidiaries to, (a) create or incur or suffer to be created or
incurred or to exist any Lien upon any of its property or assets of any
character whether now owned or hereafter acquired, or upon the income or profits
therefrom; (b) transfer any of such property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; (c) acquire, or agree or have an option to acquire, any property or
assets upon conditional sale or other title retention or purchase money security
agreement, device or arrangement; or (d) suffer to exist for a period of more
than thirty (30) days after the same shall have been incurred any Indebtedness
or claim or demand against it that if unpaid might by law or upon bankruptcy or
insolvency, or otherwise, be given any priority whatsoever over its general
creditors; provided that the Borrower or any of its Subsidiaries may create or
--------
incur or suffer to be created or incurred or to exist:

(i) Liens to secure taxes, assessments and other government charges
in respect of obligations not overdue or for which adequate reserves have
been established (to the extent required by GAAP);

(ii) deposits or pledges made in connection with, or to secure
payment of, workmen's compensation, unemployment insurance, old age
pensions or other social security obligations;

(iii) Liens in respect of judgments or awards that have been in force
for less than the applicable period for taking an appeal so long as
execution is not levied thereunder or in respect of which the Borrower or
such Subsidiary shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a stay of execution shall
have been obtained pending such appeal or review; and

(iv) Liens in favor of the Administrative Agent for the benefit of
the Lenders and the Administrative Agent under the Loan Documents.

-32-

6.2.2. Restrictions on Negative Pledges and Upstream Limitations. The
---------------------------------------------------------
Borrower will not, nor will it permit any of its Subsidiaries to (a) enter
into or permit to exist any arrangement or agreement (excluding the Loan
Agreement and the other Loan Documents) which directly or indirectly
prohibits the Borrower or any of its Subsidiaries from creating, assuming
or incurring any Lien upon its properties, revenues or assets or those of
any of its Subsidiaries whether now owned or hereafter acquired, or (b)
enter into any agreement, contract or arrangement (excluding the Loan
Agreement and the other Loan Documents) restricting the ability of any
Subsidiary of the Borrower to pay or make dividends or distributions in
cash or kind to the Borrower, to make loans, advances or other payments of
whatsoever nature to the Borrower, or to make transfers or distributions of
all or any part of its assets to the Borrower; in each case other than
customary anti-assignment provisions contained in leases and licensing
agreements entered into by the Borrower or such Subsidiary in the ordinary
course of its business.

6.3. Restrictions on Investments. The Borrower will not, and will not
---------------------------
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except:

(a) Investments by the Borrower or its Subsidiaries in marketable direct
or guaranteed obligations of the United States of America that mature within one
(1) year from the date of purchase by the Borrower;

(b) Investments by the Borrower or its Subsidiaries in demand deposits,
certificates of deposit, Eurodollar deposits, bankers acceptances and time
deposits of United States banks having total assets in excess of $1,000,000,000,
or foreign subsidiaries of such banks;

(c) Investments by the Borrower or its Subsidiaries in securities commonly
known as "commercial paper" issued by a corporation organized and existing under
the laws of the United States of America or any state thereof that at the time
of purchase have been rated and the ratings for which are not less than "P-1" if
rated by Xxxxx'x, and not less than "A-1" if rated by Standard & Poor's;

(d) Investments by the Borrower or its Subsidiaries in debt of any state
or political subdivision that is rated "A" or better and due within one (1) year
from the date of purchase by the Borrower or its Subsidiaries;

(e) Investments by the Borrower or its Subsidiaries in repurchase
agreements secured by any one or more of the foregoing;

(f) Investments by the Borrower or its Subsidiaries in shares of any so-
called "money market fund", provided that such fund is registered under the
--------
Investment Company Act of 1940, has net assets of at least $500,000,000 and has
an investment portfolio with an average maturity of 365 days or less;

(g) Investments by the Borrower or its Subsidiaries in interest rate
swaps, caps, collars or similar arrangements entered into in connection with
Indebtedness permitted under this Agreement;

-33-

(h) The FINOVA Loan and any Investment in common stock of FINOVA Group;
and

(i) Investments of the proceeds of the Funding Fee (as defined in the
FINOVA Credit Agreement) paid to the Borrower under the FINOVA Credit Agreement.

6.4. Merger and Consolidation. The Borrower will not, and will not permit
------------------------
any of its Subsidiaries to, become a party to any merger, amalgamation or
consolidation, or agree to or effect any asset acquisition or stock acquisition
(other than the acquisition of assets in the ordinary course of business
consistent with past practices) except the merger or consolidation of one or
more of the Subsidiaries of the Borrower with and into the Borrower, or the
merger or consolidation of two or more Subsidiaries of the Borrower.

6.5. Sale and Leaseback. The Borrower will not, and will not permit any of
------------------
its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby
the Borrower or any Subsidiary of the Borrower shall sell or transfer any
property owned by it in order then or thereafter to lease such property or lease
other property that the Borrower or any Subsidiary of the Borrower intends to
use for substantially the same purpose as the property being sold or
transferred.

6.6. Employee Benefit Plans. Neither the Borrower nor any ERISA Affiliate
----------------------
will become a party to or be bound by or subject to any Employee Benefit Plan,
Multiemployer Pension Plan or Guaranteed Pension Plan nor will it incur
liability under any Employee Benefit Plan, Multiemployer Pension Plan or
Guaranteed Pension Plan of any ERISA Affiliate.

6.7. Business Activities. The Borrower will not, and will not permit any
-------------------
of its Subsidiaries to, engage directly or indirectly (whether through
Subsidiaries or otherwise) in any business activity other than those related to
(a) the making of the FINOVA Loan and the holding and voting of the common stock
of FINOVA Group, (b) the performance of its obligations under the FINOVA Credit
Agreement and activities associated with the administration and monitoring of
FINOVA Group and its Subsidiaries in connection therewith, (c) the performance
of obligations under the Management Agreement, (d) the holding of Investments
permitted by (S)6.3, and (e) the borrowing contemplated by this Loan Agreement.

6.8. Fiscal Year. The Borrower will not, and will not permit any of it
-----------
Subsidiaries to, change the date of the end of its fiscal year from that set
forth in (S)4.4.1.

6.9. Absence of Financing Statements, etc. Except with respect to
------------------------------------
Permitted Liens and except with respect to UCC financing statements filed to
give notice of a true lease, the Borrower shall not permit to exist any
financing statement, security agreement, chattel mortgage, real estate mortgage
or other document filed or recorded with any filing records, registry or other
public office, that purports to cover, affect or give notice of any present or
possible future lien on, or security interest in, any assets or property of the
Borrower or any of its Subsidiaries or any rights relating thereto.

6.10. FINOVA Loan Documents. In the event that the Borrower is not the
---------------------
Controlling Party, no amendment, waiver, supplement, consent or other
modification to the FINOVA Loan Documents shall be made by the Borrower without
the prior written consent of the Controlling

-34-

Party. In the event that the Borrower is not the Controlling Party, it agrees
that it will execute any amendments, waivers, supplements or consents to the
FINOVA Loan Documents as may be deemed necessary by the Controlling Party.

7. CLOSING CONDITIONS.
------------------

The obligations of the Lenders to make the Loan shall be subject to the
satisfaction of the following conditions precedent on or prior to August 21,
2001.

7.1. Loan Documents; FINOVA Loan Documents. Each of the Loan Documents
-------------------------------------
shall have been duly executed and delivered by the respective parties thereto,
shall be in full force and effect and shall be in form and substance
satisfactory to each of the Lenders. Each Lender shall have received a fully
executed copy of each such document. Each of the FINOVA Loan Documents and the
Management Agreement shall have been duly executed and delivered by the
respective parties thereto and shall be in full force and effect. The
Administrative Agent shall have received a copy of the execution version of each
such document.

7.2. Certified Copies of Governing Documents. Each of the Lenders shall
---------------------------------------
have received from each Guarantor and the Borrower a copy, certified by a duly
authorized officer of such Person to be true and complete on the Closing Date,
of each of its Governing Documents as in effect on such date of certification.

7.3. Corporate or Other Action. All corporate (or other) action necessary
-------------------------
for the valid execution, delivery and performance by each Guarantor and the
Borrower of this Loan Agreement and the other Loan Documents to which it is or
is to become a party shall have been duly and effectively taken, and evidence
thereof satisfactory to the Lenders shall have been provided to the
Administrative Agent.

7.4. Incumbency Certificate. The Administrative Agent shall have received
----------------------
from each Guarantor and the Borrower an incumbency certificate, dated as of the
Closing Date, signed by a duly authorized officer of such Person, and giving the
name and bearing a specimen signature of each individual who shall be
authorized: (a) to sign, in the name and on behalf of each of such Person, each
of the Loan Documents to which such Person is or is to become a party; and (b)
to give notices and to take other action on its behalf under the Loan Documents.

7.5. UCC Search Results. The Administrative Agent shall have received the
------------------
results of UCC searches in the Borrower's state of organization and principal
place of business in form and substance satisfactory to the Administrative
Agent.

7.6. Opinion of Counsel. The Administrative Agent shall have received a
------------------
favorable legal opinion addressed to the Lenders and the Administrative Agent,
dated as of the Closing Date, in form and substance reasonably satisfactory to
the Lenders and the Administrative Agent, from (a) Xxxxxx Xxxxxx & Xxxxx LLP,
counsel to BH and the Borrower, and (b) Weil, Gotshal & Xxxxxx LLP, counsel to
LNC and the Borrower.

7.7. Payment of Fees. The Borrower shall have paid to the Lenders, the
---------------
Administrative Agent, or the Lead Arranger, as appropriate, the Fees due and
payable on the Closing Date.

-35-

7.8. No Material Adverse Change. Since the Balance Sheet Date, there shall
--------------------------
have occurred no material adverse change in the condition (financial or
otherwise), operations, assets, or income of BH or the Borrower and the long
term senior unsecured debt rating of BH shall not have been reduced to a level
below AA (as rated by Standard & Poor's) or Aa2 (as rated by Xxxxx'x).

7.9. Liquidity Provider Agreements. The Administrative Agent shall have
-----------------------------
received evidence satisfactory to it of the execution and delivery of the
Liquidity Provider Agreements and commitments of the Liquidity Providers
thereunder in an aggregate amount at least equal to 102% (or such other amount
as is provided in such Liquidity Provider's constituent and operating
agreements) of the portion of the Loan to be funded by the issuance of
Commercial Paper by the Conduit Lenders, and shall have received an executed
copy of each such agreement.

7.10. Final Order. A Final Order shall be in full force and effect for each
-----------
Chapter 11 Case.

7.11. Representations True; No Event of Default. Each of the
-----------------------------------------
representations and warranties of the Borrower contained in this Loan Agreement,
the other Loan Documents or in any document or instrument delivered pursuant to
or in connection with this Loan Agreement shall be true in all material
respects, and no Default or Event of Default shall have occurred and be
continuing.

7.12. No Legal Impediment. No change shall have occurred in any law or
-------------------
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Lender would make it illegal for such Lender to make the Loan.

7.13. Proceedings and Documents. All proceedings in connection with the
-------------------------
transactions contemplated by this Loan Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Lenders and to the Administrative Agent, the Administrative Agent's
Special Counsel and Conduit Counsel, and the Lenders, the Administrative Agent
and such counsel shall have received all information and such counterpart
originals or certified or other copies of such documents as the Administrative
Agent may reasonably request.

8. EVENTS OF DEFAULT; ACCELERATION; ETC.
------------------------------------

8.1. Events of Default and Acceleration. If any of the following events
----------------------------------
events ("Events of Default" or, if the giving of notice or the lapse of time or
------ -- -------
both is required, then, prior to such notice or lapse of time, "Defaults") shall
--------
occur:

(a) the Borrower shall fail to pay any principal of the Loan when the
same shall become due and payable, whether at the stated date of maturity
or any accelerated date of maturity or at any other date fixed for payment;

(b) the Borrower shall fail to pay any interest on the Loan, any
Fees, or other sums due hereunder or under any of the other Loan Documents,
when the same shall become due and payable, whether at the stated date of
maturity or any accelerated date

-36-

of maturity or at any other date fixed for payment and such failure shall
continue for five (5) days;

(c) the Borrower shall fail to comply with any of its covenants
contained in (S)5.5, the first sentence of (S)5.6 or (S)5.10;

(d) the Borrower or any of its Subsidiaries shall fail to comply with
any of the covenants set forth in (S)5.4 or (S)6 hereof and such failure
shall continue for thirty (30) days after the earlier to occur of (i) the
Borrower or such Subsidiary becoming aware of such failure or (ii) the
Borrower receiving notice of such failure from the Administrative Agent;

(e) BH shall at any time have failed to maintain a long term senior
unsecured non-credit enhanced debt rating of at least AA, as determined by
Standard & Poor's, and Aa2, as determined by Xxxxx'x;

(f) BH, the Borrower or any of its Subsidiaries shall fail to perform
any term, covenant or agreement contained herein or in any of the other
Loan Documents (other than those specified elsewhere in this (S)9.1) for
thirty (30) days after written notice of such failure has been given,
respectively, to BH or the Borrower by the Administrative Agent;

(g) The BH Guaranty shall be terminated, cancelled, revoked,
repudiated or rescinded;

(h) any representation or warranty of BH, the Borrower or any of its
Subsidiaries in this Loan Agreement or any of the other Loan Documents or
in any other document or instrument delivered pursuant to or in connection
with this Loan Agreement shall prove to have been false in any material
respect upon the date when made or deemed to have been made or repeated;

(i) the Borrower or any of its Subsidiaries shall fail to pay at
maturity, or within any applicable period of grace, any obligation for
borrowed money or credit received or in respect of any capitalized leases,
singly or in the aggregate, in excess of $10,000,000 or fail to observe or
perform any material term, covenant or agreement contained in any agreement
by which it is bound, evidencing or securing borrowed money or credit
received or in respect of any capitalized leases, singly or in the
aggregate, in excess of $10,000,000 for such period of time as would permit
(assuming the giving of appropriate notice if required) the holder or
holders thereof or of any obligations issued thereunder to accelerate the
maturity thereof, or any such holder or holders shall rescind or shall have
a right to rescind the purchase of any such obligations;

(j) FNV Capital shall fail to pay at maturity, or within any
applicable period of grace, any obligation when due evidenced by the FINOVA
Loan Documents, or shall fail to observe or perform any material term,
covenant or agreement contained in any of the FINOVA Loan Documents which
has resulted in the holder or holders thereof or of any obligations issued
thereunder accelerating the maturity thereof;

-37-

(k) BH, the Borrower or any of its Subsidiaries or FNV Capital shall
make an assignment for the benefit of creditors, or admit in writing its
inability to pay or generally fail to pay its debts as they mature or
become due, or shall petition or apply for the appointment of a trustee or
other custodian, liquidator or receiver of BH, the Borrower or any of its
Subsidiaries or FNV Capital or of any substantial part of the assets of BH,
the Borrower or any of its Subsidiaries or FNV Capital or shall commence
any case or other proceeding relating to BH, the Borrower or any of its
Subsidiaries or FNV Capital under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation
or similar law of any jurisdiction, now or hereafter in effect, or shall
take any action to authorize or in furtherance of any of the foregoing, or
if any such petition or application shall be filed or any such case or
other proceeding shall be commenced against BH, the Borrower or any of its
Subsidiaries or FNV Capital and BH, the Borrower or any of its Subsidiaries
or FNV Capital, as applicable, shall indicate its approval thereof, consent
thereto or acquiescence therein or such petition or application shall not
have been dismissed within forty-five (45) days following the filing
thereof;

(l) a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating BH, the Borrower or any
of its Subsidiaries or FNV Capital bankrupt or insolvent, or approving a
petition in any such case or other proceeding, or a decree or order for
relief is entered in respect of BH, the Borrower or any Subsidiary of the
Borrower or FNV Capital in an involuntary case under federal bankruptcy
laws as now or hereafter constituted;

(m) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any final
judgment against the Borrower or any of its Subsidiaries that, with other
outstanding final judgments undischarged against the Borrower or any of its
Subsidiaries, exceeds in the aggregate $50,000,000;

(n) if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded otherwise than in accordance with the terms thereof or
with the express prior written agreement, consent or approval of the
Lenders, or any action at law, suit or in equity or other legal proceeding
to cancel, revoke or rescind any of the Loan Documents shall be commenced
by or on behalf of BH, LNC or the Borrower, or any court or any other
Governmental Authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to the
effect that, any one or more of the Loan Documents is illegal, invalid or
unenforceable in accordance with the terms thereof;

(o) BH and LNC shall at any time, legally and beneficially, own,
directly or indirectly, less than one hundred percent (100%) of the
membership interests of the Borrower;

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this
Loan Agreement, the Notes and the other Loan Documents to be, and they shall
thereupon forthwith become, immediately due and payable

-38-

without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower; provided that in the event of any
--------
Event of Default specified in (S)8.1(k) or (S)8.1(l) all such amounts shall
become immediately due and payable automatically and without any requirement of
notice from the Administrative Agent or any Lender.

8.2. Remedies. In case any one or more of the Events of Default shall have
--------
occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Loan pursuant to (S)8.1, each Lender, if owed
any amount with respect to the Loan, may, with the consent of the Required
Lenders but not otherwise, proceed to protect and enforce its rights by suit in
equity, action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Loan Agreement and
the other Loan Documents or any instrument pursuant to which the Obligations to
such Lender are evidenced, including as permitted by applicable law the
obtaining of the ex parte appointment of a receiver, and, if such amount shall
-- -----
have become due, by declaration or otherwise, proceed to enforce the payment
thereof or any other legal or equitable right of such Lender. No remedy herein
conferred upon any Lender or the Administrative Agent or the holder of any Note
is intended to be exclusive of any other remedy and each and every remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or any other
provision of law.

8.3. Distribution of Collateral Proceeds. In the event that, following the
-----------------------------------
occurrence or during the continuance of any Default or Event of Default, the
Administrative Agent or any Lender, as the case may be, receives any monies in
connection with the enforcement of any of the Security Documents, or otherwise
with respect to the realization upon any of the Collateral, such monies shall be
distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of the Administrative Agent for or in respect of all
reasonable costs, expenses, disbursements and losses which shall have been
incurred or sustained by the Administrative Agent in connection with the
collection of such monies by the Administrative Agent, for the exercise,
protection or enforcement by the Administrative Agent of all or any of the
rights, remedies, powers and privileges of the Administrative Agent under
this Loan Agreement or any of the other Loan Documents or in respect of the
Collateral or in support of any provision of adequate indemnity to the
Administrative Agent against any taxes or liens which by law shall have, or
may have, priority over the rights of the Administrative Agent to such
monies;

(b) Second, to all other Obligations in such order or preference as
the Required Lenders may determine; provided, however, that (i)
-------- -------
distributions shall be made (A) pari passu among Obligations with respect
---- -----
to the Administrative Agent's Fee and all other Obligations and (B) with
respect to each type of Obligation owing to the Lenders, such as interest,
principal, fees and expenses, among the Lenders pro rata, and (ii) the
--- ----
Administrative Agent may in its discretion make proper allowance to take
into account any Obligations not then due and payable;

(c) Third, upon payment and satisfaction in full or other provisions
for payment in full satisfactory to the Lenders and the Administrative
Agent of all of the

-39-

Obligations, to the payment of any obligations required to be paid pursuant
to (S)9-608(a)(1)(c) or (S)9-615(a)(3) of the UCC; and

(d) Fourth, the excess, if any, shall be returned to the Borrower or
to such other Persons as are entitled thereto.

9. THE ADMINISTRATIVE AGENT.
------------------------

9.1. Authorization.
-------------

(a) The Administrative Agent is authorized to take such action on
behalf of each of the Lenders and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related
documents delegated to the Administrative Agent, together with such powers
as are reasonably incident thereto, provided that no duties or
--------
responsibilities not expressly assumed herein or therein shall be implied
to have been assumed by the Administrative Agent.

(b) The relationship between the Administrative Agent and each of the
Lenders is that of an independent contractor. The use of the term
"Administrative Agent" is for convenience only and is used to describe, as
--------------------
a form of convention, the independent contractual relationship between the
Administrative Agent and each of the Lenders. Nothing contained in this
Loan Agreement nor the other Loan Documents shall be construed to create an
agency, trust or other fiduciary relationship between the Administrative
Agent and any of the Lenders.

(c) As an independent contractor empowered by the Lenders to exercise
certain rights and perform certain duties and responsibilities hereunder
and under the other Loan Documents, the Administrative Agent is
nevertheless a "representative" of the Lenders, as that term is defined in
--------------
Article 1 of the UCC, for purposes of actions for the benefit of the
Lenders and the Administrative Agent with respect to all collateral
security and guaranties contemplated by the Loan Documents. Such actions
include the designation of the Administrative Agent as "secured party",
------- -----
"mortgagee" or the like on all financing statements and other documents and
---------
instruments, whether recorded or otherwise, relating to the attachment,
perfection, priority or enforcement of any security interests, mortgages or
deeds of trust in collateral security intended to secure the payment or
performance of any of the Obligations, all for the benefit of the Lenders
and the Administrative Agent.

9.2. Employees and Agents. The Administrative Agent may exercise its powers
--------------------
and execute its duties by or through employees or agents and shall be entitled
to take, and to rely on, advice of counsel concerning all matters pertaining to
its rights and duties under this Loan Agreement and the other Loan Documents.
The Administrative Agent may utilize the services of such Persons as the
Administrative Agent in its sole discretion may reasonably determine, and all
reasonable fees and expenses of any such Persons shall be paid by the Borrower.

9.3. No Liability. Neither the Administrative Agent nor any of its
------------
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any

-40-

action taken, or omitted to be taken, in good faith by it or them hereunder or
under any of the other Loan Documents, or in connection herewith or therewith,
or be responsible for the consequences of any oversight or error of judgment
whatsoever, except that the Administrative Agent or such other Person, as the
case may be, may be liable for losses due to its willful misconduct or gross
negligence.

9.4. No Representations.
------------------

9.4.1. General. The Administrative Agent shall not be responsible for
-------
the execution or validity or enforceability of this Loan Agreement, the
Notes, any of the other Loan Documents or any instrument at any time
constituting, or intended to constitute, collateral security for the Notes,
or for the value of any such collateral security or for the validity,
enforceability or collectability of any such amounts owing with respect to
the Notes, or for any recitals or statements, warranties or representations
made herein or in any of the other Loan Documents or in any certificate or
instrument hereafter furnished to it by or on behalf of the Borrower or any
of its Subsidiaries, or be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or
agreements herein or in any instrument at any time constituting, or
intended to constitute, collateral security for the Notes or to inspect any
of the properties, books or records of the Borrower or any of its
Subsidiaries. The Administrative Agent shall not be bound to ascertain
whether any notice, consent, waiver or request delivered to it by the
Borrower or any holder of any of the Notes shall have been duly authorized
or is true, accurate and complete. The Administrative Agent has not made
nor does it now make any representations or warranties, express or implied,
nor does it assume any liability to the Lenders, with respect to the credit
worthiness or financial conditions of the Borrower or any of its
Subsidiaries or either Guarantor. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any
other Lender, and based upon such information and documents as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Loan Agreement.

9.4.2. Closing Documentation, etc. For purposes of determining
--------------------------
compliance with the conditions set forth in (S)7, each Lender that has
executed this Loan Agreement shall be deemed to have consented to, approved
or accepted, or to be satisfied with, each document and matter either sent,
or made available, by the Administrative Agent or the Lead Arranger to such
Lender for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory
to such Lender, unless an officer of the Administrative Agent or the Lead
Arranger active upon the Borrower's account shall have received notice from
such Lender prior to the Closing Date specifying such Lender's objection
thereto and such objection shall not have been withdrawn by notice to the
Administrative Agent or the Lead Arranger to such effect on or prior to the
Closing Date.

9.5. Payments.
--------

9.5.1. Payments to Administrative Agent. A payment by the Borrower to
--------------------------------
the Administrative Agent hereunder or under any of the other Loan Documents
for the account of any Lender shall constitute a payment to such Lender.
The Administrative

-41-

Agent agrees promptly to distribute to each Lender such Lender's pro rata
--- ----
share of payments received by the Administrative Agent for the account of
the Lenders (if such payments are received by 1:00 p.m. (Boston time) on
any Business Day, the Administrative Agent will distribute such payments by
3:00 p.m. (Boston time) on the same day) except as otherwise expressly
provided herein or in any of the other Loan Documents.

9.5.2. Distribution by Administrative Agent. If in the opinion of the
------------------------------------
Administrative Agent the distribution to the Lenders of any amount received
by it in such capacity hereunder, under the Notes or under any of the other
Loan Documents might involve it in liability, it may refrain from making
distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction. If a court of competent
jurisdiction shall adjudge that any amount received and distributed by the
Administrative Agent is to be repaid, each Person to whom any such
distribution shall have been made shall either repay to the Administrative
Agent its proportionate share of the amount so adjudged to be repaid or
shall pay over the same in such manner and to such Persons as shall be
determined by such court.

9.5.3. Delinquent Lenders. Notwithstanding anything to the contrary
------------------
contained in this Loan Agreement or any of the other Loan Documents, any
Lender that fails (a) to make available to the Administrative Agent its pro
---
rata share of the Loan or (b) to comply with the provisions of (S)10.1 with
----
respect to making dispositions and arrangements with the other Lenders,
where such Lender's share of any payment received, whether by setoff or
otherwise, is in excess of its pro rata share of such payments due and
--- ----
payable to all of the Lenders, in each case as, when and to the full extent
required by the provisions of this Loan Agreement, shall be deemed
delinquent (a "Delinquent Lender") and shall be deemed a Delinquent Lender
-----------------
until such time as such delinquency is satisfied. If any Lender becomes a
Delinquent Lender, the Borrower may replace such Delinquent Lender as
permitted by (S)3.12 hereof. A Delinquent Lender shall be deemed to have
assigned any and all payments due to it from the Borrower, whether on
account of the outstanding Loan, interest, fees or otherwise, to the
remaining nondelinquent Lenders for application to, and reduction of, their
respective pro rata shares of the outstanding Loan. The Delinquent Lender
--- ----
hereby authorizes the Administrative Agent to distribute such payments to
the nondelinquent Lenders in proportion to their respective pro rata shares
--- ----
of the outstanding Loan. A Delinquent Lender shall be deemed to have
satisfied in full a delinquency when and if, as a result of application of
the assigned payments to the outstanding Loan of the nondelinquent Lenders,
the Lenders' respective pro rata shares of the outstanding Loan have
--- ----
returned to those in effect immediately prior to such delinquency and
without giving effect to the nonpayment causing such delinquency.

9.6. Holders of Notes. The Administrative Agent may deem and treat the
----------------
payee of any Note as the absolute owner or purchaser thereof for all purposes
hereof until it shall have been furnished in writing with a different name by
such payee or by a subsequent holder, assignee or transferee.

-42-

9.7. Indemnity. The Lenders ratably agree hereby to indemnify and hold
---------
harmless the Administrative Agent and its affiliates from and against any and
all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses (including any expenses for which the Administrative
Agent or such affiliate has not been reimbursed by the Borrower as required by
(S)11.2), and liabilities of every nature and character arising out of or
related to this Loan Agreement, the Notes, or any of the other Loan Documents or
the transactions contemplated or evidenced hereby or thereby, or the
Administrative Agent's actions taken hereunder or thereunder, except to the
extent that any of the same shall be directly caused by the Administrative
Agent's willful misconduct or gross negligence. Notwithstanding the foregoing,
no Conduit Lender shall be liable to pay any amounts hereunder unless it has
received funds which may be used to make such payment and not required to repay
Commercial Paper issued by it when due.

9.8. Administrative Agent as Lender. In the event that Fleet Securities,
------------------------------
Inc., in its individual capacity, becomes a Lender hereunder, it shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment and the portion of the Loan made by it, and as the holder of any of
the Notes, as it would have were it not also the Administrative Agent.

9.9. Resignation. The Administrative Agent may resign at any time by
-----------
giving sixty (60) days prior written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent. Unless a Default or Event of
Default shall have occurred and be continuing, such successor Administrative
Agent shall be reasonably acceptable to the Borrower. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a financial institution having a rating of
not less than A or its equivalent by Standard & Poor's and not less than A2 or
its equivalent by Moody's. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. After any retiring Administrative Agent's
resignation, the provisions of this Loan Agreement and the other Loan Documents
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent.

9.10. Notification of Defaults and Events of Default. Each Lender hereby
----------------------------------------------
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the Administrative Agent thereof. The Administrative
Agent hereby agrees that upon receipt of any notice under this (S)9.10 it shall
promptly notify the other Lenders of the existence of such Default or Event of
Default.

10. ASSIGNMENT AND PARTICIPATION.
----------------------------

10.1. Conditions to Assignment by Lenders. Except as provided herein, each
-----------------------------------
Lender may assign to one or more commercial banks, other financial institutions
or other Persons, all or

-43-

a portion of its interests, rights and obligations under this Loan Agreement
(including all or a portion of the Loan at the time owing to it and the Notes
held by it); provided that (a) each of the Administrative Agent and, unless a
--------
Default or Event of Default shall have occurred and be continuing, the Borrower
shall have given its prior written consent to such assignment, which consent, in
the case of the Administrative Agent or Borrower, will not be unreasonably
withheld or delayed; except that the consent of the Borrower or the
Administrative Agent shall not be required in connection with any assignment by
a Lender to (i) an existing Lender or (ii) a Lender Affiliate of such Lender,
(b) each assignment (or, in the case of assignments by a Lender to its Lender
Affiliates, the aggregate holdings of such Lender and its Lender Affiliates
after giving effect to such assignments), shall be in a minimum amount of
$10,000,000, (c) each assignee which is a Conduit Lender is a Qualified Conduit
Lender, (d) the parties to such assignment shall execute and deliver to the
Administrative Agent, for recording in the Register an Assignment and
Acceptance, substantially in the form of Exhibit B hereto (an "Assignment and
------- -
Acceptance"), together with any Notes subject to such assignment and (e) each
assignee is able to and does comply with the provisions of (S)3.3.3 to the
extent applicable to such assignee. Upon such execution, delivery, acceptance
and recording, from and after the effective date specified in each Assignment
and Acceptance, which effective date shall be at least five (5) Business Days
after the execution thereof, (y) the assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder, and (z) the assigning Lender shall, to
the extent provided in such assignment and upon payment to the Administrative
Agent of the registration fee referred to in (S)10.3, be released from its
obligations under this Loan Agreement. Additionally, each Conduit Lender may
assign its interests, rights and obligations hereunder (including its portion of
the Loan and Note) to its Liquidity Provider pursuant to the applicable
Liquidity Provider Agreement without the consent of any Person.

10.2. Certain Representations and Warranties; Limitations; Covenants. By
--------------------------------------------------------------
executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

(a) other than the representation and warranty that it is the legal
and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim, the assigning Lender makes no representation or
warranty, express or implied, and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with
this Loan Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Loan Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
the attachment, perfection or priority of any security interest or
mortgage,

(b) the assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower and its Subsidiaries or any other Person primarily or secondarily
liable in respect of any of the Obligations, or the performance or
observance by the Borrower and its Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations of any
of their obligations under this Loan Agreement or any of the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto;

-44-

(c) such assignee confirms that it has received a copy of this Loan
Agreement, together with copies of the most recent financial statements
referred to in (S)4.4 or (S)5.4 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance;

(d) such assignee will, independently and without reliance upon the
assigning Lender, the Administrative Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action
under this Loan Agreement;

(e) such assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under
this Loan Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such
powers as are reasonably incidental thereto;

(f) such assignee agrees that it will perform in accordance with
their terms all of the obligations that by the terms of this Loan Agreement
are required to be performed by it as a Lender;

(g) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; and

(i) such assignee acknowledges that it has complied with the
provisions of (S)3.3.3 to the extent applicable.

10.3. Register. The Administrative Agent shall maintain a copy of each
--------
Assignment and Acceptance delivered to it and a register or similar list (the
"Register") for the recordation of the names and addresses of the Lenders and
--------
the Commitment Percentage of, and principal amount of the Loan owing to the
Lenders from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Loan Agreement. The Register shall be
available for inspection by the Borrower and the Lenders at any reasonable time
and from time to time upon reasonable prior notice. Upon each such recordation,
the assigning Lender agrees to pay to the Administrative Agent a registration
fee in the sum of $2,500, provided, however, that in the case of an assignment
-------- -------
by a Lender to a Lender Affiliate or an assignment by a Conduit Lender to its
Liquidity Provider, the payment of a registration fee shall not be required.

10.4. New Notes. Upon its receipt of an Assignment and Acceptance executed
---------
by the parties to such assignment, together with each Note subject to such
assignment, the Administrative Agent shall (a) record the information contained
therein in the Register, and (b) give prompt notice thereof to the Borrower and
the Lenders (other than the assigning Lender). Within five (5) Business Days
after receipt of such notice, the Borrower, at its own expense, shall execute
and deliver to the Administrative Agent, in exchange for each surrendered Note,
a new Note to the order of such Assignee in an amount equal to the amount
assumed by such Assignee pursuant to such Assignment and Acceptance and, if the
assigning Lender has

-45-

retained some portion of its obligations hereunder, a new Note to the order of
the assigning Lender in an amount equal to the amount retained by it hereunder.
Such new Notes shall provide that they are replacements for the surrendered
Notes, shall be in an aggregate principal amount equal to the aggregate
principal amount of the surrendered Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of the assigned Notes.

10.5. Participations. Each Lender may sell participations to one or more
--------------
Lenders or other entities in all or a portion of such Lender's rights and
obligations under this Loan Agreement and the other Loan Documents; provided
--------
that (a) each such participation shall be in an amount of not less than
$10,000,000, (b) any such sale or participation shall not affect the rights and
duties of the selling Lender hereunder to the Borrower (c) such participant is
able to and does comply with the requirements of (S)3.3.3 to the extent
applicable and (d) the only rights granted to the participant pursuant to such
participation arrangements with respect to waivers, amendments or modifications
of the Loan Documents shall be the rights to approve waivers, amendments or
modifications that would reduce the principal of or the interest rate on the
Loan, extend the term or increase the amount of the Commitment of such Lender as
it relates to such participant, reduce the amount of any Facility Fee to which
such participant is entitled or extend any regularly scheduled payment date for
principal or interest.

10.6. Assignee or Participant Affiliated with the Borrower. If any
----------------------------------------------------
assignee Lender is an Affiliate of the Borrower, then any such assignee Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Administrative Agent pursuant to (S)11.1
or (S)11.2, and the determination of the Required Lenders shall for all purposes
of this Loan Agreement and the other Loan Documents be made without regard to
such assignee Lender's interest in the Loan. If any Lender sells a participating
interest in the Loan to a participant, and such participant is the Borrower or
an Affiliate of the Borrower, then such transferor Lender shall promptly notify
the Administrative Agent of the sale of such participation. A transferor Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Administrative Agent pursuant to (S)11.1 or
(S)11.2 to the extent that such participation is beneficially owned by the
Borrower or any Affiliate of the Borrower, and the determination of the Required
Lenders shall for all purposes of this Loan Agreement and the other Loan
Documents be made without regard to the interest of such transferor Lender in
the Loan. The provisions of this (S)10.6 shall not apply to an assignee Lender
or participant which is also a Lender on the Closing Date or to an assignee
Lender or participant which has disclosed to the other Lenders that it is an
Affiliate of the Borrower and which, following such disclosure, has been
excepted from the provisions of this (S)10.6 in a writing signed by the Required
Lenders determined without regard to the interest of such assignee Lender or
transferor Lender, to the extent of such participation, in the Loan.

10.7. Miscellaneous Assignment Provisions. Any assigning Lender shall
-----------------------------------
retain its rights to be indemnified pursuant to (S)11.3 with respect to any
claims or actions arising prior to the date of such assignment. Anything
contained in this (S)10 to the contrary notwithstanding,

-46-

any Lender may at any time pledge or assign a security interest in all or any
portion of its interest and rights under this Loan Agreement (including all or
any portion of its Notes) to secure obligations of such Lender, including any
pledge or assignment to secure obligations (a) to any of the twelve Federal
Reserve Banks organized under (S)4 of the Federal Reserve Act, 12 U.S.C. (S)341
and (b) with respect to any Lender that is a fund that invests in bank loans, to
any lender or any trustee for, or any other representative of, holders of
obligations owed or securities issued by such fund as security for such
obligations or securities or any institutional custodian for such fund or for
such lender. Any foreclosure or similar action by any Person in respect of such
pledge or assignment shall be subject to the other provisions of this (S)10. No
such pledge or the enforcement thereof shall release the pledgor Lender from its
obligations hereunder or under any of the other Loan Documents, provide any
voting rights hereunder to the pledgee thereof, or affect any rights or
obligations of the Borrower or Administrative Agent hereunder.

10.8. Assignment by Borrower. Except to the extent provided in this
----------------------
(S)10.8, the Borrower shall not assign or transfer any of its rights or
obligations under any of the Loan Documents without the prior written consent of
each of the Lenders. Notwithstanding the foregoing, so long as no Default or
Event of Default then exists or would result after giving effect thereto, the
Borrower may transfer all of its rights and obligations hereunder to an
Affiliate which (a) is an entity complying with the provisions of (S)6.7 hereof,
(b) is wholly owned (directly or indirectly) by BH and LNC, and (c) has been
assigned (and has assumed) all rights and obligations of the Borrower under the
FINOVA Loan Documents, provided, that (i) such Affiliate has expressly assumed
--------
all of the Borrower's obligations under the Loan Documents pursuant to
documentation acceptable to the Administrative Agent and the Required Lenders,
(ii) such Affiliate has delivered to the Administrative Agent documents
satisfying the requirements of (S)(S)7.2 through 7.6 hereof with respect to such
Affiliate and (iii) each of BH and LNC has expressly affirmed in writing its
continuing Guaranty of the Obligations.

11. PROVISIONS OF GENERAL APPLICATIONS.
----------------------------------

11.1. Setoff. The Borrower hereby grants to the Administrative Agent and
------
each of the Lenders a continuing lien, security interest and right of setoff as
security for all liabilities and obligations to the Administrative Agent and
each Lender, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Administrative Agent or such Lender or
any Lender Affiliate and their successors and assigns or in transit to any of
them. Regardless of the adequacy of any collateral, if any of the Obligations
are due and payable and have not been paid or any Event of Default shall have
occurred, any deposits or other sums credited by or due from any of the Lenders
to the Borrower and any securities or other property of the Borrower in the
possession of such Lender may be applied to or set off by such Lender against
the payment of Obligations and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Borrower to such Lender. ANY AND ALL RIGHTS TO REQUIRE
ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER
ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders
agrees with each other

-47-

Lender that (a) if an amount to be set off is to be applied to Indebtedness of
the Borrower to such Lender, other than Indebtedness evidenced by the Notes held
by such Lender, such amount shall be applied ratably to such other Indebtedness
and to the Indebtedness evidenced by all such Notes held by such Lender, and (b)
if such Lender shall receive from the Borrower, whether by voluntary payment,
exercise of the right of setoff, counterclaim, cross action, enforcement of the
claim evidenced by the Notes held by such Lender by proceedings against the
Borrower at law or in equity or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings, or otherwise, and shall retain
and apply to the payment of the Note or Notes held by such Lender any amount in
excess of its ratable portion of the payments received by all of the Lenders
with respect to the Notes held by all of the Lenders, such Lender will make such
disposition and arrangements with the other Lenders with respect to such excess,
either by way of distribution, pro tanto assignment of claims, subrogation or
--- -----
otherwise as shall result in each Lender receiving in respect of the Notes held
by it, its proportionate payment as contemplated by this Loan Agreement;
provided that if all or any part of such excess payment is thereafter recovered
--------
from such Lender, such disposition and arrangements shall be rescinded and the
amount restored to the extent of such recovery, but without interest. Each
party hereto hereby agrees that, prior to the date that is one year and one day
after the later of (i) the payment in full of all outstanding Obligations owed
to any Conduit Lender and (ii) the Maturity Date, it will not institute against,
or join any other Person in instituting against such Conduit Lender, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States of America or any
state thereof.

11.2. Expenses. The Borrower agrees to pay (a) the reasonable costs of the
--------
Administrative Agent producing and reproducing this Loan Agreement, the other
Loan Documents and the other agreements and instruments mentioned herein, (b)
any taxes (including any interest and penalties in respect thereto) payable by
the Administrative Agent or any of the Lenders (other than taxes based upon the
Administrative Agent's or any Lender's net income) on or with respect to the
transactions contemplated by this Loan Agreement (the Borrower hereby agreeing
to indemnify the Administrative Agent and each Lender with respect thereto), (c)
the reasonable fees, expenses and disbursements of the Administrative Agent's
Special Counsel, Conduit Counsel or any local counsel to the Administrative
Agent incurred in connection with the preparation, administration or
interpretation of the Loan Documents and other instruments mentioned herein,
each closing hereunder, any amendments, modifications, approvals, consents or
waivers hereto or hereunder, or the cancellation of any Loan Document upon
payment in full in cash of all of the Obligations or pursuant to any terms of
such Loan Document providing for such cancellation, (d) the fees, expenses and
disbursements of the Administrative Agent or any of its affiliates incurred by
the Administrative Agent or such affiliate in connection with the preparation,
administration or interpretation of the Loan Documents and other instruments
mentioned herein, including all appraisal and examination charges, (e) all
reasonable out-of-pocket expenses (including without limitation reasonable
attorneys' fees and costs, which attorneys may be employees of any Lender or the
Administrative Agent, and reasonable consulting, accounting, appraisal,
investment banking and similar professional fees and charges) incurred by any
Lender or the Administrative Agent in connection with (i) the enforcement of or
preservation of rights under any of the Loan Documents against the Borrower or
any of its Subsidiaries or the administration thereof after the occurrence of a
Default or Event of Default and (ii) any litigation, proceeding or dispute

-48-

whether arising hereunder or otherwise, in any way related to any Lender's or
the Administrative Agent's relationship with the Borrower or any of its
Subsidiaries and (f) all reasonable fees, expenses and disbursements of any
Lender or the Administrative Agent incurred in connection with UCC searches.
The covenants contained in this (S)11.2 shall survive payment or satisfaction in
full of all other obligations.

11.3. Indemnification. The Borrower agrees to indemnify and hold harmless
---------------
the Administrative Agent, its affiliates and the Lenders from and against any
and all claims, actions and suits whether groundless or otherwise, and from and
against any and all liabilities, losses, damages and expenses of every nature
and character arising out of this Loan Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without limitation,
(a) any actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of the Loan, or (b) the Guarantors, the Borrower or any of its
Subsidiaries entering into or performing this Loan Agreement or any of the other
Loan Documents in each case including, without limitation, the reasonable fees
and disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding. In
litigation, or the preparation therefor, the Lenders and the Administrative
Agent and its affiliates shall be entitled to select their own counsel and, in
addition to the foregoing indemnity, the Borrower agrees to pay promptly the
reasonable fees and expenses of such counsel. If, and to the extent that the
obligations of the Borrower under this (S)11.3 are unenforceable for any reason,
the Borrower hereby agrees to make the maximum contribution to the payment in
satisfaction of such obligations which is permissible under applicable law. The
covenants contained in this (S)11.3 shall survive payment or satisfaction in
full of all other Obligations.

11.4. Treatment of Certain Confidential Information.
---------------------------------------------

11.4.1. Confidentiality. Each of the Lenders and the Administrative
---------------
Agent agrees, on behalf of itself and each of its affiliates, directors,
officers, employees and representatives, to use reasonable precautions to
keep confidential any non-public information supplied to it by the Borrower
or any of its Subsidiaries or either Guarantor pursuant to this Loan
Agreement or any other Loan Document that is identified by such Person to
such Lender as being confidential at the time the same is delivered to the
Lenders or the Administrative Agent, provided that nothing herein shall
--------
limit the disclosure of any such information (a) after such information
shall have become public other than through a violation of this (S)11.4, or
becomes available to any of the Lenders or the Administrative Agent on a
nonconfidential basis from a source other than the Borrower, (b) to the
extent required by statute, rule, regulation or judicial process, (c) to
counsel, auditors or accountants for any of the Lenders or the
Administrative Agent, or to Liquidity Providers or rating agencies, (d) to
bank examiners or any other regulatory authority having jurisdiction over
any Lender or the Administrative Agent, (e) to the Administrative Agent,
any Lender or any Financial Affiliate, (f) in connection with any
litigation to which any one or more of the Lenders, the Administrative
Agent or any Financial Affiliate is a party, or in connection with the
enforcement of rights or remedies hereunder or under any other Loan
Document, (g) to a Lender Affiliate or a Subsidiary or affiliate of the
Administrative Agent, (h) to any actual or prospective assignee or
participant or any actual or prospective counterparty (or its advisors) to
any swap or

-49-

derivative transactions referenced to credit or other risks or events
arising under this Loan Agreement or any other Loan Document so long as
such assignee, participant or counterparty, as the case may be, agrees to
be bound by the provisions of (S)11.4 or (i) with the consent of the
Borrower.

11.4.2. Prior Notification. Unless specifically prohibited by
------------------
applicable law or court order, each of the Lenders and the Administrative
Agent shall, prior to disclosure thereof, notify the Borrower of any
request for disclosure of any such non-public information by any
governmental agency or representative thereof (other than any such request
in connection with an examination of the financial condition of such Lender
by such governmental agency) or pursuant to legal process.

11.4.3. Other. In no event shall any Lender or the Administrative
-----
Agent be obligated or required to return any materials furnished to it or
any Financial Affiliate by the Borrower or any of its Subsidiaries. The
obligations of each Lender under this (S)11.4 shall supersede and replace
the obligations of such Lender under any confidentiality letter in respect
of this financing signed and delivered by such Lender to the Borrower prior
to the date hereof and shall be binding upon any assignee of, or purchaser
of any participation in, any interest in any of the Loans from any Lender.

11.5. Survival of Covenants, Etc. All covenants and agreements, made
--------------------------
herein, in the Notes or in any of the other Loan Documents shall be deemed to
have been relied upon by the Lenders and the Administrative Agent,
notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making by the Lenders of the Loan and shall continue in
full force and effect so long as any amount due under this Loan Agreement or the
Notes or any of the other Loan Documents remains outstanding, and for such
further time as may be otherwise expressly specified in this Agreement.

11.6. Notices. Except as otherwise expressly provided in this Loan
-------
Agreement, all notices and other communications made or required to be given
pursuant to this Loan Agreement or the Notes shall be in writing and shall be
delivered by hand, mailed by United States registered or certified first class
mail, postage prepaid, sent by overnight courier, or sent by facsimile and
confirmed by delivery via courier or postal service, addressed as follows:

(a) if to the Borrower, at 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000,
Attention: Mr. Xxxx Xxxxxxx, Facsimile: 000-000-0000, with a copy to LNC
at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President,
Facsimile: 000-000-0000, or at such other address for notice as the
Borrower shall last have furnished in writing to the Person giving the
notice;

(b) if to the Administrative Agent, at 000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, XXX, Attention: Xxxx X. X'Xxxxxxxx, Facsimile: 617-
434-1574 and Xxxxxx Xxxxx, Facsimile: 000-000-0000, or at such other
address for notice as the Administrative Agent shall last have furnished in
writing to the Person giving the notice; and

-50-

(c) if to any Lender, at such Lender's address set forth on Schedule 1
----------
hereto, or such other address for notice as such Lender shall have last
furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof. Any notice or other
communication to be made hereunder or under the Notes, even if otherwise
required to be in writing under other provisions of this Loan Agreement or the
Notes, may alternatively be made in an electronic record transmitted
electronically under such authentication and other procedures as the parties
hereto may from time to time agree in writing (but not an electronic record),
and such electronic transmission shall be effective at the time set forth in
such procedures. Unless otherwise expressly provided in such procedures, such
an electronic record shall be equivalent to a writing under the other provisions
of this Loan Agreement or the Notes, and such authentication, if made in
compliance with the procedures so agreed by the parties hereto in writing (but
not an electronic record), shall be equivalent to a signature under the other
provisions of this Loan Agreement or the Notes.

11.7. Governing Law. THIS LOAN AGREEMENT AND, EXCEPT AS OTHERWISE
-------------
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING
THE LAWS APPLICABLE TO CONFLICTS OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR
THE ENFORCEMENT OF THIS LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN (S)11.6. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT.

11.8. Headings. The captions in this Loan Agreement are for convenience of
--------
reference only and shall not define or limit the provisions hereof.

11.9. Counterparts. This Loan Agreement and any amendment hereof may be
------------
executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Loan Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile by
any of the parties hereto of an executed counterpart hereof or of any amendment
or waiver hereto shall be as effective as an original executed counterpart
hereof or of such amendment or waiver and shall be considered a representation
that an original executed counterpart hereof or such amendment or waiver, as the
case may be, will be delivered.

-51-

11.10. Entire Agreement, Etc. The Loan Documents and any other documents
---------------------
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Loan Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in (S)11.12.

11.11. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES
--------------------
ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS LOAN AGREEMENT, THE NOTES OR ANY OF THE OTHER
LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE
LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. Except as prohibited by law, the Borrower hereby
waives any right it may have to claim or recover in any litigation referred to
in the preceding sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. The
Borrower (a) certifies that no representative, agent or attorney of any Lender
or the Administrative Agent has represented, expressly or otherwise, that such
Lender or the Administrative Agent would not, in the event of litigation, seek
to enforce the foregoing waivers and (b) acknowledges that the Administrative
Agent and the Lenders have been induced to enter into this Loan Agreement and
the other Loan Documents to which they are parties by, among other things, the
waivers and certifications contained herein.

11.12. Consents, Amendments, Waivers, Etc. Any consent or approval
----------------------------------
required or permitted by this Loan Agreement to be given by the Lenders may be
given, and any term of this Loan Agreement, the other Loan Documents or any
other instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower or any of its Subsidiaries of any
terms of this Loan Agreement, the other Loan Documents or such other instrument
or the continuance of any Default or Event of Default may be waived (either
generally or in a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Borrower and the written consent
of the Required Lenders. Notwithstanding the foregoing, no amendment,
modification or waiver shall:

(a) without the written consent of the Borrower and each Lender
directly affected thereby:

(i) reduce or forgive the principal amount of the Loan, or
reduce the rate of interest on the Notes or the amount of the Facility
Fee;

(ii) increase the amount of such Lender's Commitment or extend
the expiration date of such Lender's Commitment;

(iii) postpone or extend the Maturity Date or any other regularly
scheduled dates for payments of principal of, or interest on, the Loan
or any Fees

-52-

or other amounts payable to such Lender or modify any of the
provisions relating to amounts, timing or application of prepayments
of the Loan and other Obligations, including under (S)2.4.2 (it being
understood that any vote to rescind any acceleration made pursuant to
(S)8.1 of amounts owing with respect to the Loan and other Obligations
shall require only the approval of the Required Lenders); and

(iv) other than pursuant to a transaction permitted by the terms
of this Loan Agreement, release the security interest in the Berkadia
Note or release either Guarantor from its guaranty obligations under
the Guaranties (excluding, if the Borrower or any Subsidiary of a
Borrower becomes a debtor under the federal Bankruptcy Code, the
release of "cash collateral", as defined in Section 363(a) of the
federal Bankruptcy Code pursuant to a cash collateral stipulation with
the debtor approved by the Required Lenders);

(b) without the written consent of all of the Lenders, amend or waive
this (S)11.12, (S)8.3 or the definition of Required Lenders;

(c) without the written consent of the Administrative Agent, amend or
waive (S)9, the amount or time of payment of the Administrative Agent's Fee
payable for the Administrative Agent's account or any other provision
applicable to the Administrative Agent.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Administrative Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No
notice to or demand upon the Borrower shall entitle the Borrower to other or
further notice or demand in similar or other circumstances. The Administrative
Agent will notify the rating agencies of material consents, waivers and
amendments hereunder.

11.13. Severability. The provisions of this Loan Agreement are severable
------------
and if any one clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Loan
Agreement in any jurisdiction.

IN WITNESS WHEREOF, the undersigned have duly executed this Loan Agreement
as a sealed instrument as of the date first set forth above.

BERKADIA LLC
By: BERKADIA MANAGEMENT, LLC, its
Manager

By: /s/ Xxxx X. Hamburg
--------------------------------
Name: Xxxx X. Hamburg
Title: President

FLEET SECURITIES, INC.,
as Administrative Agent

By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director

EAGLEFUNDING CAPITAL CORP.

By: /s/ Xxxx X. Xxxxxxx III
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Director

LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust Administrator

By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director

PARADIGM FUNDING LLC

By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President

COMPASS US ACQUISITION, LLC

By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President

FOUR WINDS FUNDING CORPORATION
By: Commerzbank Aktiengesellschaft, New York

By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President

By: /s/ M. Xxxxxxx Xxxxxx
------------------------------------
Name: M. Xxxxxxx Xxxxxx
Title: Vice President

SHEFFIELD RECEIVABLES CORPORATION

By: /s/ Xxxxxxx Xxxx
------------------------------
Name: Xxxxxxx Xxxx
Title: Associate Director

JUPITER SECURITIZATION CORPORATION

By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory

AUTOBAHN FUNDING COMPANY LLC
By: DG Bank Deutsche Genossenschaftsbank AG,
As its Attorney-in-Fact

By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President

By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President

ASSET SECURITIZATION COOPERATIVE CORP.

By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Chief Financial Officer

OLD LINE FUNDING CORP.
By: Royal Bank of Canada, as Attorney-in-Fact

By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Manager

By: /s/ Xxxx Xxxxxx
--------------------------------------
Name: Xxxx Xxxxxx
Title: Manager

MONTE ROSA CAPITAL CORPORATION
By: ING Baring (U.S.) Capital Markets LLC,
as Attorney-in-Fact

By: /s/ Xxx Xxxxxxxxxx
---------------------------
Name: Xxx Xxxxxxxxxx
Title: Managing Director

SANPAOLO IMI S.P.A

By: /s/ Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: V.P.

By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: G.M.

LIBERTY STREET FUNDING CORP.

By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President

NORTH COAST FUNDING LLC

By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Directors

BLACK FOREST FUNDING CORPORATION

By: /s/ Xxxx Xxx
-------------------------------
Name: Xxxx Xxx
Title: Vice President

BAVARIA UNIVERSAL FUNDING CORP.

By: /s/ Xxxx Xxx
-----------------------------
Name: Xxxx Xxx
Title: Vice President

BLUE RIDGE ASSET FUNDING CORPORATION
By: Wachovia Bank, N.A.
Its Attorney in fact
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director

MANHATTAN ASSET FUNDING COMPANY LLC
By: MAF Receivables Corp.,
its Member

By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President

THREE PILLARS FUNDING CORP.

By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President

By: Sun Trust Capital Markets, Inc.
Its Administrator

By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director

GIRO MULTI-FUNDING CORPORATION

By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President

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