S-1

As filed with the Securities and Exchange Commission on April 23, 2007

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
ON FORM S-1
UNDER
THE SECURITIES ACT OF 1933

PROTECTIVE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Tennessee	63-0169720	6311
(State or other jurisdiction of	(I.R.S. Employer	(Primary Standard Industrial
incorporation or organization)	Identification Number)	Classification Code)

2801 Highway 280 South
Birmingham, Alabama 35223
(205) 879-9230

(Address, including zip code, and telephone number, including area code
of registrant’s principal executive offices)

R. Stephen Briggs
Executive Vice President
Protective Life Insurance Company
P.O. Box 2606
Birmingham, Alabama 35202
(205) 268-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stephen E. Roth, Esq.	Max Berueffy, Esq.
Sutherland, Asbill & Brennan LLP	Protective Life Insurance Company
1275 Pennsylvania Avenue, N.W.	P.O. Box 2606
Washington, D.C. 20004-2415	Birmingham, Alabama 35202

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained herein also relates to Registration Statement Nos. 33-31940, 33-39345, 33-57052, 333-02249, 333-50055, 333-32784, 333-56180, 333-76992, 333-104525 and 333-123529.

CALCULATION OF REGISTRATION FEE

Title of each of securities to be registered	Amount to be registered		Proposed maximum offering price per unit		Proposed maximum aggregate offering price		Amount of registration fee
Modified Guaranteed Annuity Contracts and Participating Interests Therein		*		*		$750,000,000		$23,025

*       The maximum aggregate offering price is estimated solely for the purposes of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

A Modified Guaranteed Annuity Issued by
Protective Life Insurance Company
P.O. Box 10648
Birmingham, Alabama 35202-0648
Telephone: 1-800-456-6330
www.protective.com
Offered Through
Investment Distributors, Inc.

This Prospectus describes the ProSaver® Platinum Contract, a group and individual modified guaranteed annuity contract. This Contract is designed for investors who desire to accumulate capital on a tax deferred basis for retirement or other long term investment purposes. It may be purchased on a non-qualified basis or for use with certain qualified retirement plans.

An Annuity Deposit of at least $10,000 is required to purchase a Contract. Any subsequent Annuity Deposit you want to add to your Contract must also be at least $10,000.

You may allocate each Annuity Deposit to one or more investment periods, called Guaranteed Periods, from those we offer at the time you make the deposit. Each allocation to a Guaranteed Period must be at least $10,000. The amounts you allocate will earn interest for the selected period at the interest rate we offer at the time of your deposit. Protective Life Insurance Company makes the final determination as to Guaranteed Interest Rates it declares. We cannot predict nor do we guarantee what future interest rates we will declare.

Purchasing this Contract involves certain risks.   If you surrender your Contract, or any portion of it, before the end of a Guaranteed Period, we may assess a surrender charge on the amount you surrender. We will also apply a Market Value Adjustment to the amount you surrender, which could increase or decrease the value of your Contract. Under certain conditions, you may withdraw earned interest without a surrender charge or Market Value Adjustment. Surrenders and withdrawals of interest will be subject to income tax and may be subject to a 10% IRS penalty tax if taken before age 591¤2. Accordingly, you could lose a substantial portion of the Annuity Deposit you invest in the Contract. You should carefully consider your income needs before purchasing a Contract. Additional information about these risks appears on pages 12 through 14 under “Surrender Charges” and “The Market Value Adjustment” and on pages 20 through 26 under “Federal Tax Matters.”

On the Annuity Commencement Date, we will apply your Net Account Value to the annuity option you have selected, or you may take that amount in one lump sum payment. The annuity payment options are (1) payments for a fixed period from five to thirty years, (2)  life income with payments guaranteed for ten or twenty years, or (3) payments of a fixed amount until the amount we hold is exhausted.

Please read this prospectus carefully. Investors should keep a copy for future reference.

The ProSaver Platinum Contract is not a deposit or obligation of, or guaranteed by, any bank or financial institution. It is not insured by the Federal Deposit Insurance Corporation or any other government agency, and it is subject to investment risk including the possible loss of investment principal.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 1, 2007.

TABLE OF CONTENTS

	Page		Page
SUMMARY	3	Notice	18
DESCRIPTION OF THE CONTRACT	6	Reports	19
The Contract	6	Transactions and Modifications of the
Parties to the Contract	6	Contract	19
Issuing a Contract	7	Assignment or Transfer of a Contract	19
Right to Cancel	8	Facility of Payment	19
Annuity Deposits	8	Protection of Proceeds	19
Guaranteed Periods and Sub-Accounts	8	Error in Age or Gender	19
Guaranteed Interest Rates	9	Suspension of Contracts	20
Interest Withdrawals	11	DISTRIBUTION OF THE CONTRACTS	20
Account Values	11	FEDERAL TAX MATTERS	20
SURRENDERS	11	Introduction	20
Surrenders	11	Protective’s Tax Status	20
Surrender Value	12	Taxation of Annuities in General	20
Surrender Charges	12	Qualified Retirement Plans	24
The Market Value Adjustment	13	Federal Income Tax Withholding	27
Premium Tax	15	LEGAL PROCEEDINGS	27
DEATH BENEFIT	15	EXPERTS	27
Death of an Owner	15	LEGAL MATTERS	27
Determining the Death Benefit	15	INCORPORATION OF CERTAIN
Paying the Death Benefit	15	DOCUMENTS BY REFERENCE	27
ANNUITY BENEFITS	16	REGISTRATION STATEMENT	27
Annuity Commencement Date	16	APPENDIX A: MATTERS RELATING
Annuity Options	16	TO CONTRACTS OFFERED IN
Annuity Payments	17	CERTAIN STATES AFTER
Death of the Owner or Annuitant After		SEPTEMBER 10, 1991 AND PRIOR TO
the Annuity Commencement Date	17	MAY 1, 1996	A-1
INVESTMENTS BY PROTECTIVE	17	APPENDIX B: MATTERS RELATING
OTHER CONTRACT PROVISIONS	18	TO CONTRACTS OFFERED IN
Non-Participating	18	CERTAIN STATES PRIOR TO
		SEPTEMBER 10, 1991	B-1

No one is authorized to make any statement that contradicts this prospectus. You must not rely upon any such statement. This prospectus is not an offer to inquire about, or purchase the securities described in any jurisdiction where it is unlawful to do so.

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SUMMARY

What is the ProSaver Platinum Contract?	The ProSaver Platinum Contract is a modified guaranteed annuity contract issued by Protective. (See “The Contract”.)
How is a Contract Issued?	We will issue the Contract when we receive and accept your complete application information and an initial Annuity Deposit. (See “Issuing a Contract”.)
What is an Annuity Deposit?	The Annuity Deposit is the premium payment you send us to purchase or add to a Contract. You may send us more than one Annuity Deposit provided each Annuity Deposit is at least $10,000. We may refuse to accept an Annuity Deposit and we may limit the total Annuity Deposits we will accept. (See “Annuity Deposits”.)
Can I cancel my Contract?	You may cancel your Contract by returning it to us with a written cancellation request within the number of days after receiving it that your Contract specifies. This period will never be less than 10 days. When we receive your cancellation request we will treat the Contract as if it had never been issued. Depending on the laws of the state in which the Contract is delivered, the amount we will return will generally equal either 1) your total Annuity Deposit(s), or 2) the Account Value, adjusted by the Market Value Adjustment formula, on the date we receive your cancellation request. (See “Right to Cancel”.)
How do my Annuity Deposits earn interest?	You allocate each Annuity Deposit (less applicable premium taxes) to one or more Guaranteed Periods. Each allocation to a Guaranteed Period must be at least $10,000. We establish a Sub-Account for each Guaranteed Period you select. The Sub-Account will earn interest at the Guaranteed Interest Rate for the entire Guaranteed Period. (See “Guaranteed Periods and Sub-Accounts”.)
What happens at the end of a Guaranteed Period?	At the end of a Guaranteed Period you may: 1) surrender all or a part of your ending Sub-Account value without a surrender charge or Market Value Adjustment; 2) instruct us to apply the ending Sub- Account Value to one or more Guaranteed Periods that you may select from the Guaranteed Periods we are then offering; or 3) do nothing and a subsequent Guaranteed Period will automatically begin. (See “Guaranteed Periods and Sub-Accounts”.)

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Can I take money out of the Contract before the end of a Guaranteed Period?	You may take money out of your Contract before the end of a Guaranteed Period by surrendering all or part of the Contract, or by withdrawing the interest earned during the prior contract year.
	Surrenders: If you surrender all or part of your Contract before the end of a Guaranteed Period, we may deduct a surrender charge and we will apply a Market Value Adjustment to the amount surrendered. We will not deduct a surrender charge after the first seven years of any Guaranteed Period. (See “Surrender Charges” and “The Market Value Adjustment”.)
	Interest withdrawals: Once each Contract year, you may withdraw some or all of the interest earned in your Contract in the prior Contract year. An automatic interest withdrawal program that allows monthly, quarterly, semi-annual or annual interest withdrawals may also be available. We will not deduct a surrender charge or apply a Market Value Adjustment to annual or automatic interest withdrawals. (See “Interest Withdrawals”.)
	Tax consequences and limitations: Surrenders and interest withdrawals may be subject to federal and state income taxes and, if taken prior to age 591¤2, may be subject to a 10% federal tax penalty. (See “Federal Tax Matters, Taxation of Interest Withdrawals and Partial and Full Surrenders,” and “Penalty Tax on Premature Distributions”.) Surrenders and interest withdrawals from Contracts issued as qualified contracts under the Internal Revenue Code may not be allowed in certain circumstances. (See “Federal Tax Matters, Qualified Retirement Plans”.)
What is the surrender charge?	The surrender charge is a percentage of the amount that you surrender before the end of a Guaranteed Period. The maximum surrender charge for any Guaranteed Period is 6% and it declines to 0% after seven years. We do not apply the surrender charge to amounts that may be withdrawn as annual or automatic interest withdrawals. (See “Surrender Charges”.)
What is a Market Value Adjustment?	The Market Value Adjustment is an amount we deduct from or add to amounts that you surrender before the end of a Guaranteed Period. The Market Value Adjustment formula is tied to market interest rates, as measured by the appropriate Treasury Rate. Generally, if the applicable Treasury Rate at the time of the surrender is more than 0.25% lower than the Treasury Rate associated with the Sub-Account, the

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	Market Value Adjustment will increase the Surrender Value. Otherwise, the Market Value Adjustment will decrease the Surrender Value. Please see “The Market Value Adjustment,” in this Prospectus for a more complete explanation and examples of the Market Value Adjustment formula.
Does the Contract provide a Death Benefit?	If you die before the Annuity Commencement Date, we will pay a death benefit, less any applicable premium tax, to your beneficiary. Generally, the death benefit will be the greater of the Account Value or the Net Account Value as of the date we receive the paperwork necessary to process the death claim, but there are other requirements and conditions. (See “Death Benefit”.)
What annuity benefit does the Contract provide?	On the Annuity Commencement Date we will pay the Net Account Value in a lump sum or apply that amount to the annuity option you select. Annuity options can provide periodic payments that are based on the life of one or two Annuitants, that are guaranteed for a fixed amount of time, or both. As a general rule, the Annuity Commencement Date cannot be after an Annuitant’s 85th birthday. (See “Annuity Benefits”.)
When is premium tax deducted?	If your Contract is subject to a premium tax, we will deduct it, according to applicable law, from the Annuity Deposits when we receive them, upon a full or partial surrender, from the Net Account Value when we apply it to an annuity option, or from the Death Benefit before we pay it. (See “Premium Tax”.)
Is the Contract available for Qualified retirement plans?	The Contract may be issued for use with retirement plans receiving special federal income tax treatment under Sections 401, 403, 408, or 408A of the Internal Revenue Code such as pension and profit sharing plans (including H.R. 10 plans), individual retirement accounts, and individual retirement annuities. Contracts issued for use with these qualified retirement plans are referred to as Qualified Contracts and these types of plans are referred to as Qualified Plans. (See “Federal Tax Matters”.)

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PROTECTIVE LIFE INSURANCE COMPANY

Business

Protective Life Insurance Company (“Protective”), a stock life insurance company, was founded in 1907. Protective is a wholly-owned subsidiary of Protective Life Corporation (“PLC”), an insurance holding company whose common stock is traded on the New York Stock Exchange (symbol: PL). Protective provides financial services through the production, distribution, and administration of insurance and investment products.

DESCRIPTION OF THE CONTRACT

Contracts sold before May 1, 1996 vary significantly from those described below. Those contracts provide different rights and benefits, and the surrender charge and Market Value Adjustment may be calculated differently. Appendix A describes contracts offered from September 10, 1991 through April 30, 1996. Contracts offered before September 10, 1991 and certain Contracts offered after that date are described in Appendix B. You may always contact us if you have questions about your Contract.

The Contract

The ProSaver® Platinum Contract is a modified guaranteed annuity contract issued by Protective Life Insurance Company. Generally, this prospectus describes certificates issued under an allocated group modified guaranteed annuity contract issued by Protective to the Protective Life MGA Trust. Bankers Trust Co., N.A. of Des Moines, Iowa is the Contract Holder, as the Trustee of the Protective Financial Insurance Trust. Eligible Owners include account holders of broker-dealers that have entered into a distribution agreement to offer the Contract. Eligible Owners also include employers and other entities and organized groups acceptable to us. The certificate we issue to an Owner summarizes the provisions of the group modified guaranteed annuity contract. The provisions of the group modified guaranteed annuity contract control whether or not they are included in the certificate. We will provide a copy of the group modified guaranteed annuity contract to an Owner upon request.

In states where we do not issue a group contract, we will issue an individual modified guaranteed annuity contract directly to the Owner. In this prospectus, we will refer to both the certificates under the group Contract and the individual Contracts as a “Contract,” and we will use the term “Owner” to describe the owners of group Contract certificates as well as the owners of individual Contracts. (See “Parties to the Contract.”)

Contracts are either Qualified or Non-Qualified. Qualified Contracts are used to fund pension and retirement programs that receive favorable tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code. These include H.R. 10 (Keogh) Plans, individual retirement accounts or annuities (IRAs), tax-sheltered annuity programs or annuities (TSAs), or corporate pension and profit sharing plans. Non-Qualified Contracts may also enjoy tax favored status. (See “Federal Tax Matters”.)

Parties to the Contract

Company:   Protective Life Insurance Company, also referred to as “Protective,” “we,” “us” and “our.”

Owner:   The person or persons who own a group Contract certificate (sometimes called “Participants” in our contract language and literature) or who own an individual Contract. An Owner is entitled to exercise all rights and privileges provided in the Contract, without the consent of a group Contract Holder. Individuals as well as non-natural persons, such as corporations or trusts, may own a Contract; two persons may own a Contract together. (See “Federal Tax Matters, Tax Deferral During Accumulation Period,” for more information on non-natural Owners.) In this prospectus, we may refer to Owners as “you” or “your.”

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Generally, you may assign or transfer your Non-Qualified Contract to a new Owner by making a written request to our administrative office. An assignment or transfer of ownership, however, may result in tax liability to you. (See “Other Contract Provisions, Assignment or Transfer of a Contract” and “Federal Tax Matters, Taxation of Interest Withdrawals and Partial and Full Surrenders”.)

Beneficiary:   The person or persons who may receive the benefits of a Contract upon the death of an Owner. We will treat the surviving Owner of a jointly owned Contract as the primary Beneficiary. If there is no surviving Owner, the primary Beneficiary is the person or persons so designated by the Owner and named in our records. The contingent Beneficiary is the person or persons designated by the Owner and named in our records to be Beneficiary if no primary Beneficiary is living. In the case of some Qualified Contracts, Treasury Department regulations may restrict who may be designated as a Beneficiary.

If no Beneficiary designation is in effect or if no Beneficiary is living at the time of an Owner’s death, the Beneficiary will be the estate of the deceased Owner. If an Owner dies on or after the Annuity Commencement Date, the Beneficiary will become the new Owner.

Unless designated irrevocably, the Owner may change the Beneficiary by written notice prior to any Owner’s death. If a Beneficiary is designated irrevocably, that Beneficiary’s written consent is required before the Owner can change the Beneficiary designation or exercise certain other rights. Your request will be effective on the day you sign it. We will not be liable for any payments made to a former Beneficiary, however, unless we have first notified you that we have received your written request and all necessary written consents at our Administrative Office.

Annuitant:   The person on whose life annuity income payments may be based. The Owner is the Annuitant unless the Owner designates another person as the Annuitant.

You may change the Annuitant by written notice prior to the Annuity Commencement Date. If changing Annuitants, you cannot select an Annuitant whose 85th birthday comes before the end of any Guaranteed Period or the Annuity Commencement Date without our prior approval. If any Owner is not a natural person and changes the Annuitant, the change will be treated as the death of the Owner and the Death Benefit will be paid to the Beneficiary. (See “Death Benefit”.)

If an Annuitant who is not an Owner dies before the Annuity Commencement Date, the first Owner named on the application will become the new Annuitant unless the Owner had designated otherwise.

Payee:   The person or persons who, generally at the designation of the Owner, receive annuity income payments under the Contract.

Issuing a Contract

You purchase a Contract by completing an application and making an Annuity Deposit of at least $10,000. We will apply your initial Annuity Deposit to the appropriate Guaranteed Period and issue your Contract as soon as is practical after we receive your Annuity Deposit and all of the necessary application information at our Administrative Office. We do not always receive your Annuity Deposit on the day that you sign your application or give the Annuity Deposit to your sales representative. In some circumstances, such as when you purchase a Contract in exchange for an existing annuity contract from another company, we may not receive your Annuity Deposit for a substantial period of time after you sign your application.

If we do not receive all of the necessary application information at our Administrative Office when we receive your Annuity Deposit, we will hold your Annuity Deposit while we attempt to complete the application. If the necessary application information is not complete after a reasonable time, we will inform you of the reason for the delay and we will return your Annuity Deposit unless you specifically consent to our holding it until the application is complete. Once we have all of your necessary application information, we will apply your Annuity Deposit to the appropriate Guaranteed Periods and issue a Contract.

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The date we apply your initial Annuity Deposit to the appropriate Guaranteed Periods is the Effective Date for the Contract. You will begin to earn interest under the Contract as of this date. The Contract Year is based on the anniversary of your Effective Date.

After we issue a Contract, you may make additional Annuity Deposits of at least $10,000 each. Regardless of how many Annuity Deposits you make, we will generally only issue one Contract. We have the right to decline any application or any Annuity Deposit. When we sell Contracts to retirement plans or in connection with retirement plans, those retirement plans may or may not qualify for special tax treatment under the Internal Revenue Code.

Right to Cancel

You may cancel your Contract by returning it to us with a written cancellation request within the number of days after receiving it that your Contract specifies. Unless otherwise provided by law, this period will never be less than 10 days. You must return the Contract and cancellation request to our Administrative Office or to the sales representative who sold it to you. If you return the Contract by mail, the effective date of the return will be the postmark date on your properly addressed and postage paid envelope. In the State of Connecticut, non-written requests are also accepted.

Upon receiving your returned Contract and cancellation request, we will cancel the Contract and treat it as if it had never been issued. Your Contract will specify the amount we will return upon cancellation. Depending on the laws of the state in which the Contract is delivered, the amount we will return will generally equal either 1) your total Annuity Deposit(s), or 2) the Account Value, adjusted by the Market Value Adjustment formula, on the date we receive your cancellation request.

Annuity Deposits

The Annuity Deposit is the premium payment you send us to purchase or add to a Contract. Generally, we only accept Annuity Deposits made prior to the Annuitant’s 85th birthday and we have the right not to accept any Annuity Deposit if we so choose. The minimum Annuity Deposit is $10,000. We also have the right to limit the total Annuity Deposits we accept without prior approval. Currently, this amount is $2,000,000. You can make an Annuity Deposit in the form of a check made out to Protective Life Insurance Company or by any other method we deem acceptable.

You allocate Annuity Deposits, less any applicable premium tax, to one or more of the Guaranteed Periods available when you make the Annuity Deposit. You must allocate at least $10,000 to each Guaranteed Period you choose and you may not select a Guaranteed Period that extends beyond the Annuity Commencement Date.

Guaranteed Periods and Sub-Accounts

A Guaranteed Period is the period of years during which we will credit the Guaranteed Interest Rate to a Sub-Account. Currently, we offer a variety of Guaranteed Periods up to 15 years, though all Guaranteed Periods may not be available at all times or in all states. You may not select a Guaranteed Period that extends past the Annuity Commencement Date for your Contract.

Initial Guaranteed Period

We will establish a Sub-Account for each Guaranteed Period to which you allocate an Annuity Deposit. Each Sub-Account earns interest at the Guaranteed Interest Rate in effect for that Guaranteed Period from the date the Annuity Deposit is credited to the Sub-Account through the end of the Guaranteed Period or until the Sub-Account is surrendered, if earlier.

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Subsequent Guaranteed Periods

At the end of a Guaranteed Period, you may select from the following options:

1.Surrender all or part of your ending Sub-Account value without a surrender charge or Market Value Adjustment;

2.Instruct us to apply the ending Sub-Account value to one or more subsequent Guaranteed Periods that you select from the Guaranteed Periods we are then offering; or

3.Do nothing and allow a subsequent Guaranteed Period automatically to begin.

Surrenders at the end of a Guaranteed Period

To surrender your ending Sub-Account value, you must request the surrender in writing no later than 10 days after the end of the expiring Guaranteed Period. If you surrender your ending Sub-Account value, any surrendered amount may be subject to income taxes, and a 10% IRS penalty tax may apply if you are not yet 591¤2  years old. (See “Federal Tax Matters, Taxation of Interest Withdrawals and Partial and Full Surrenders” and “Penalty Tax on Premature Distributions”.)

Selecting a subsequent Guaranteed Period

To apply the ending Sub-Account value to one or more subsequent Guaranteed Periods, you must give us written instructions as to the Guaranteed Periods that you select no later than 10 days after the end of the expiring Guaranteed Period. You may select a subsequent Guaranteed Period only from the Guaranteed Periods we are offering at the time you make your selection. No subsequent Guaranteed Period may extend past the Annuity Commencement Date for your Contract. At least $10,000 must be allocated to any subsequent Guaranteed Period.

Automatic subsequent Guaranteed Periods

Unless you instruct otherwise, the Sub-Account Value at the end of an expiring Guaranteed Period will be allocated to a subsequent Guaranteed Period. The subsequent Guaranteed Period will be of the same duration as the expiring Guaranteed Period or, if we do not offer a Guaranteed Period of the same duration at that time, the shortest Guaranteed Period we offer that is longer than the expiring Guaranteed Period. The subsequent Guaranteed Period, however, will not extend past the Annuity Commencement Date. The new Sub-Account will earn interest at the Guaranteed Interest Rate in effect for that subsequent Guaranteed Period when your Sub-Account Value is allocated to it.

Guaranteed Interest Rates in subsequent Guaranteed Periods

Your beginning Sub-Account value for any subsequent Guaranteed Period earns interest at the rate we have declared that is in effect for the subsequent Guaranteed Period(s) on the date your subsequent Guaranteed Period(s) begins. Our Guaranteed Interest Rates for subsequent Guaranteed Periods may differ from our Guaranteed Interest Rates for initial Guaranteed Periods of the same duration.

Guaranteed Interest Rates

From time to time and at our sole discretion we set Guaranteed Interest Rates for each available Guaranteed Period. A Guaranteed Interest Rate credited to a Sub-Account will not change during the Guaranteed Period. We may, at our discretion, offer higher interest rates on Annuity Deposits, renewals, or both if your Account Value or your Annuity Deposit is $100,000 or more.

In determining Guaranteed Interest Rates, we consider the interest rates available on the types of instruments in which the Company intends to invest the proceeds attributable to the Contracts. (See

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“Investments by Protective”). In addition, we may also consider various other factors in determining Guaranteed Interest Rates, including but not limited to the following factors: regulatory and tax requirements; sales commissions and administrative expenses the Company incurs; general economic trends; and competitive factors. Protective Life Insurance Company makes the final determination as to Guaranteed Interest Rates it declares. We cannot predict nor do we guarantee what future interest rates we will declare.

Compounding of Interest

The Guaranteed Interest Rate we declare for each Sub-Account is the annual effective interest rate for the Sub-Account, which means the declared interest rate includes the effects of compounding. Interest compounds daily in the Sub-Account for the duration of the Guaranteed Period. Below is an illustration of how interest is credited during each year of a five-year Guaranteed Period. For the purposes of this example, we have made assumptions as indicated.

Please note that the following example assumes no surrenders or withdrawals of any amount and no premium tax due on issuance. A Market Value Adjustment and surrender charge may apply to any full or partial surrender you make prior to the end of a Guaranteed Period (See “Surrenders”). The hypothetical interest rates are for purposes of illustration only and we do not intend them as a prediction of any future interest rates we may declare under the Contract. The actual interest rates we declare for any Guaranteed Period may be more or less than what we have used in this illustration.

Example of Compounding at the Guaranteed Interest Rate

Deposit:	$	100,000
Guaranteed Period:	5 Years
Guaranteed Interest Rate:	3.75		%

	Year 1		Year 2		Year 3		Year 4		Year 5
Beginning of Year 1 Account Value:	$	100,000.00
x (1 + Guaranteed Interest Rate):	1.0375
= End or Year 1 Account Value:	$	103,750.00
Beginning of Year 2 Account Value:			$	103,750.00
x (1 + Guaranteed Interest Rate):			1.0375
= End of Year 2 Account Value:			$	107,640.63
Beginning of Year 3 Account Value:					$	107,640.63
x (1 + Guaranteed Interest Rate):					1.0375
= End of Year 3 Account Value:					$	111,677.15
Beginning of Year 4 Account Value:							$	111,677.15
x (1 + Guaranteed Interest Rate):							1.0375
= End of Year 4 Account Value:							$	115,865.09
Beginning of Year 5 Account Value:									$	115,865.09
x (1 + Guaranteed Interest Rate):									1.0375
= End of Year 5 Account Value:									$	120,209.98

Total Interest Credited in Guaranteed Period: $120,209.98 – $100,000 = $20,209.98
Account Value at End of Guaranteed Period: $100,000 + $20,209.98 = $120,209.98

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Interest Withdrawals

Once each Contract year, you may instruct us to send you all or a portion of the interest credited to your Sub-Accounts during the prior Contract year. Your instructions must be in writing. Currently, for most Guaranteed Periods, you may establish automatic interest withdrawals that are paid to you monthly, quarterly, semi-annually or annually. We reserve the right to limit automatic interest withdrawals to one per Contract year upon notice to you.

Interest withdrawals remove money from your Sub-Account that would otherwise have been compounding interest on a daily basis. Because of this interruption of interest compounding, the more you withdraw, the less interest your Sub-Account will generate over time. Larger withdrawals reduce the compounding of interest more than smaller withdrawals; frequent withdrawals hinder the compounding process more than infrequent withdrawals; and earlier withdrawals reduce your interest more than later withdrawals would.

We will not impose a surrender charge or Market Value Adjustment on interest withdrawals but interest withdrawals may be subject to federal and state income tax and a 10% penalty tax. In addition, interest withdrawals from Contracts issued as Tax-Sheltered Annuities are prohibited in certain circumstances. (See “Federal Tax Matters”.)

Account Values

The value of a Sub-Account at any time is equal to the amounts that were allocated to that Sub-Account, plus any interest credited to it, minus any interest withdrawals and surrenders (including any surrender charges, Market Value Adjustment and premium tax). The sum of the Sub-Account values in your Contract is called the Account Value and represents the total value of your Contract.

The Net Sub-Account Value is equal to the Sub-Account value modified by any Market Value Adjustment, minus surrender charges, and premium tax that would apply in the case of a full surrender of the Sub-Account. The Net Account Value, which is the sum of all the Net Sub-Account values under your Contract, is the amount you would be entitled to receive if you made a full surrender of your Contract. For this reason, the Net Account Value is sometimes called the “Surrender Value” of a Contract.

SURRENDERS

Surrenders

Surrenders and Partial Surrenders

You may surrender your entire Contract at any time before Annuity payments begin. You may surrender part of the Contract before Annuity payments begin if the value of each remaining Sub-Account is at least $10,000 after the surrender.

Your surrender request must be in writing and, if you request a partial surrender, you must specify the Sub-Accounts from which the partial surrender will be taken. If you have more than one Sub-Account with the same Guaranteed Period, you must take the partial surrender from the Sub-Account with the shortest time remaining until maturity.

Partial and full surrenders from Contracts issued as Tax-Sheltered Annuities are prohibited in certain circumstances. (See “Federal Tax Matters”.)

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Taxes May Apply

Amounts surrendered may be subject to federal and state income taxes. The taxable amount of a surrender may, under certain circumstances, be subject to a 10% federal tax penalty. In the case of Qualified Contracts, federal tax law imposes restrictions on the form and manner in which benefits may be paid. For example, surrenders from Qualified Contracts may require your spouse’s consent even if your spouse is not an Owner. (See “Federal Tax Matters”.) Premium tax may also apply. (See “Premium Tax”.) You should consult your tax advisor about the effect a surrender from the Contract may have on your taxes.

Delay of Payments

We may delay payment of a surrender for up to six months from the date we receive your written request, or for the period permitted by state insurance law, if shorter.

Surrender Value

The surrender value is the amount available to you upon a surrender or partial surrender. The surrender value is calculated as of the date we receive your surrender request using the following formula:

Surrender Value = A – S – M – P, where

A = the amount of account value you surrender;
S = the amount of the surrender charge;
M = the amount of the Market Value Adjustment;
P = the amount of any applicable premium tax.

Surrender Charges

Surrenders and partial surrenders may be subject to a surrender charge. Generally, we will assess a surrender charge if you take a surrender during the first seven years of any Guaranteed Period. We calculate the surrender charge separately for each Sub-Account. We determine the amount of the surrender charge for a Sub-Account as follows: first, we subtract any amount available as an interest withdrawal from the surrender amount you request; then we multiply the result by the appropriate surrender charge percentage from the table below. The surrender charge percentage is determined based on the age of the Sub-Account from which the surrender is taken.

	Number of Completed Years In a Guaranteed Period		Surrender Charge Percentage
0		6%
1		6%
2		5%
3		4%
4		3%
5		2%
6		1%
7 or more		0%

We will include the surrender charge in the amount we deduct from the Sub-Account to satisfy your surrender request. The total surrender charge for your surrender is the sum of the surrender charges for the Sub-Accounts from which you make your surrender.

We do not apply the surrender charge after the first seven years of any Guaranteed Period or from any amount available as an interest withdrawal. Also, we do not apply a surrender charge to surrenders you request at the end of a Sub-Account’s Guaranteed Period if we receive your written surrender request no later than 10 days after the end of the Guaranteed Period.

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The Market Value Adjustment

We will apply a Market Value Adjustment if you request a full or partial surrender before the end of a Sub-Account’s Guaranteed Period. The Market Value Adjustment reflects the relationship between market interest rates available when a Sub-Account was established and the interest rates available at the time of the surrender from that Sub-Account, as measured by an independent index called the Treasury Rate. The Treasury Rate is the annual effective interest rate credited to certain United States Treasury instruments and it is published by Bloomberg L.P., a nationally recognized service. On the fifteenth day and the last day of each month we will identify a Treasury Rate for each Guaranteed Period. For the purpose of determining the Market Value Adjustment during the cancellation period, we will identify a Treasury Rate each day. We will be consistent in the method we use to identify the Treasury Rate and the determination is binding upon any Owner, Annuitant and Beneficiary.

The Market Value Adjustment formula contains a 0.25% set percentage factor that compensates us for certain expenses and losses that we may incur, either directly or indirectly, as a result of the surrender. Another factor in the formula decreases the effect of the Market Value Adjustment as the Sub-Account matures by taking into consideration the number of months remaining in the Guaranteed Period from which the surrender is taken.

Like the surrender charge, the Market Value Adjustment is calculated separately for each Sub-Account. We determine the amount of the Market Value Adjustment for each Sub-Account by subtracting any amount available as an interest withdrawal from the surrender amount requested, and then multiplying the result by the Market Value Adjustment percentage derived from the formula below:

Market Value Adjustment Percentage = (C – I + 0.25%) x (N/12), where

C	=	the current Treasury Rate established for the same term as the Guaranteed Period from which the surrender is taken;
I	=	the initial Treasury Rate for the Guaranteed Period from which the surrender is taken;
N	=	the number of months remaining in the Guaranteed Period from which the surrender is taken.

The Market Value Adjustment may increase or decrease the surrender value. If the applicable Treasury Rate at the time of the surrender is more than 0.25% lower than the Treasury Rate associated with the Sub-Account, the Market Value Adjustment will increase the surrender value. Otherwise, the Market Value Adjustment will decrease the Surrender Value.

We will include the Market Value Adjustment in the amount we deduct from the Sub-Account to satisfy your surrender request. The total Market Value Adjustment for your surrender is the sum of the Market Value Adjustments to the Sub-Accounts from which the surrender is taken.

We do not apply the Market Value Adjustment to the withdrawal of interest credited to your Sub-Accounts during the prior Contract year. See “Description of the Contract, Interest Withdrawals.” When calculating the Market Value Adjustment, we subtract any amount available as an interest withdrawal before we apply the Market Value Adjustment. If we receive your written surrender request no later than 10 days after the end of a Sub-Account’s Guaranteed Period, we do not apply the Market Value Adjustment to surrenders from that Sub-Account.

Please note that the following example assumes no interest withdrawals, no premium tax due on issuance, and no surrenders other than those shown in the example. The hypothetical interest rates are for purposes of illustration only and we do not intend them as a prediction of any future interest rates we may declare under the Contract. The actual interest rates we declare for any Guaranteed Period may be more or less than what we have used in this illustration.

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MARKET VALUE ADJUSTMENT AND SURRENDER CHARGE EXAMPLES
FULL SURRENDER AFTER COMPLETION OF YEAR 3

Interest Guarantee Period (years):	3		5			7			Total
Initially –
Annuity Deposit:	$	10,000	$	10,000		$	10,000		$	30,000
Guaranteed Interest Rate:	3.50%		3.75%			4.00%
Year 1 –
Beginning of Year Account Value:	$	10,000	$	10,000		$	10,000		$	30,000
´  (1 + Guaranteed Interest Rate):	1.0350		1.0375			1.0400
=End of Year Account Value:	$	10,350.00	$	10,375.00		$	10,400.00		$	31,125.00
–  Beginning of Year Account Value:	$	10,000	$	10,000		$	10,000		$	30,000
=Interest Earned during Year:	$	350.00	$	375.00		$	400.00		$	1,125.00
Year 2 –
Beginning of Year Account Value:	$	10,350.00	$	10,375.00		$	10,400.00		$	31,125.00
´  (1 + Guaranteed Interest Rate):	1.0350		1.0375			1.0400
=End of Year Account Value:	$	10,712.25	$	10,764.06		$	10,816.00		$	32,292.31
–  Beginning of Year Account Value:	$	10,350.00	$	10,375.00		$	10,400.00		$	31,125.00
=Interest Earned during Year:	$	362.25	$	389.06		$	416.00		$	1,167.31
Year 3 –
Beginning of Year Account Value:	$	10,712.25	$	10,764.06		$	10,816.00		$	32,292.31
´  (1 + Guaranteed Interest Rate):	1.0350		1.0375			1.0400
=End of Year Account Value:	$	11,087.18	$	11,167.71		$	11,248.64		$	33,503.53
–  Beginning of Year Account Value:	$	10,712.25	$	10,764.08		$	10,816.00		$	32,292.31
=Interest Earned during Year:	$	374.93	$	403.65		$	432.64		$	1,211.22
After Completion of Year 3 -
Account Value:	$	11,087.18	$	11,167.71		$	11,248.64		$	33,503.53
–  Prior Year’s Interest:	$	374.93	$	403.65		$	432.64		$	1,211.22
=Amount Subject to Surrender Charge and Market Value Adjustment:	$	10,712.25	$	10,764.06		$	10,816.00		$	32,292.31
Surrender Charge Percentage:	0%		4%			4%
´  Subjected Amount:	$	10,712.25	$	10,764.06		$	10,816.00		$	32,292.31
=Surrender Charge:	$	0.00	$	430.56		$	432.64		$	883.20
Number of Months Remaining in the Guaranteed Period:	—		24			48
Example #1 — Increasing Interest Rate Environment
Current Treasury Rate:	4.50%		5.00%			5.50%
–  Initial Treasury Rate:	3.75%		4.25%			4.75%
+0.25%:	0.25%		0.25%			0.25%
´  Number Months Remaining / 12:	0.00		2.00			4.00
=Market Value Adjustment Percentage:	0.00%		2.00%			4.00%
´  Subjected Amount:	$	10,712.25	$	10,764.06		$	10,816.00		$	32,292.31
=Market Value Adjustment:	$	0.00	$	215.28		$	432.64		$	647.92
Account Value:	$	11,087.18	$	11,167.71		$	11,248.64		$	33,503.53
–  Surrender Charge:	$	0.00	$	430.56		$	432.64		$	863.20
–  Market Value Adjustment:	$	0.00	$	215.28		$	432.64		$	647.92
=Net Account Value:	$	11,087.18	$	10,521.87		$	10,383.39		$	31,992.41
Example #2 — Decreasing Interest Rate Environment
Current Treasury Rate:	3.00%		3.50%			4.00%
–  Initial Treasury Rate:	3.75%		4.25%			4.75%
+0.25%:	0.25%		0.25%			0.25%
´  Number Months Remaining / 12:	0.00		2.00			4.00
=Market Value Adjustment Percentage:	0.00%		– 1.00%			– 2.00%
´  Subjected Amount:	$	10,712.25	$	10,764.06		$	10,816.00		$	32,292.31
=Market Value Adjustment:	$	0.00	$	(107.64	)	$	(216.32	)	$	(323.96	)
Account Value:	$	11,087.18	$	11,167.71		$	11,248.64		$	33,503.53
–  Surrender Charge:	$	0.00	$	430.56		$	432.64		$	863.20
–  Market Value Adjustment:	$	0.00	$	(107.64	)	$	(216.32	)	$	(323.96	)
=Net Account Value:	$	11,087.18	$	10,844.79		$	11,032.32		$	32,964.29

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Premium Tax

Premium tax (including related retaliatory taxes and fees, if any) will be deducted when applicable. If your Contract is subject to a premium tax, we will deduct it according to applicable law from either your Annuity Deposits when received, upon a full or partial surrender, from the amount applied to an annuity option, or from the Death Benefit. The current rate of premium tax ranges up to 3.50%.

DEATH BENEFIT

Death of an Owner

If any Owner dies prior to the Annuity Commencement Date while the Contract is in force, we will pay a death benefit to the Beneficiary. If there are joint Owners to a Contract and one dies prior to the Annuity Commencement Date, the surviving Owner will be the Beneficiary. If there is no Beneficiary living or named, we will pay the death benefit to the estate of the deceased Owner. If any Owner is not a natural person, the death of the Annuitant or a change in the Annuitant will be treated as the death of an Owner. We will not pay a death benefit if an Owner dies after the Annuity Commencement Date. (See “Death of the Owner or Annuitant After the Annuity Commencement Date,” page 17.)

Determining the Death Benefit

We will determine the death benefit as of the date we receive due proof of an Owner’s death. If we receive a claim for the death benefit in good order and within 12 months of the date of the Owner’s death, the death benefit will be the greater of the Net Account Value or the Account Value less applicable premium tax. If we receive the claim more than 12 months after the date of death, the death benefit will be the Net Account Value. If a death benefit is payable because an Owner who is not a natural person changes the Annuitant, the death benefit will be the Net Account Value.

Paying the Death Benefit

Only one death benefit is payable under a Contract, even though the Contract may, under some circumstances, continue beyond the time of an Owner’s death.

The death benefit may be taken in one lump sum immediately, in which event the Contract will terminate. If the death benefit is not taken immediately as a lump sum, the entire interest in the Contract must be distributed under one of the following options:

(1)the entire interest must be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, with distributions beginning within one year of the Owner’s death; or

(2)the entire interest must be distributed within five years of the Owner’s death.

If there is more than one Beneficiary, these provisions apply to each Beneficiary individually.

If the Beneficiary is the deceased Owner’s spouse, the surviving spouse may choose, in lieu of taking the death benefit, to continue the Contract and become the new Owner. The surviving spouse may then select a new Beneficiary. Upon the surviving spouse’s death, the death benefit will become payable to the new Beneficiary and must then be distributed to the new Beneficiary in one sum immediately or according to option 1 or 2, described above.

The death benefit provisions of your Contract will be interpreted to comply with the requirements of Section 72(s) of the Internal Revenue Code. We reserve the right to endorse your Contract, as necessary, to conform to regulatory requirements. We will send you a copy of any endorsement containing such Contract modifications.

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ANNUITY BENEFITS

Annuity Commencement Date

You may select an Annuity Commencement Date when you purchase a Contract. The Annuity Commencement Date may not be earlier than the end of any Guaranteed Period nor later than the Annuitant’s 85th birthday without our prior consent. If you do not select one, the Annuity Commencement Date will be the end of the Contract year immediately before the Annuitant’s 85th birthday.

You may change the Annuity Commencement Date, subject to some general restrictions:

·You must request the change in writing.

·We must receive the written request at least 30 days before the new Annuity Commencement Date you requested.

·The new Annuity Commencement Date may not come before the end of any existing Guaranteed Period.

·Unless we agree prior to the change, the new Annuity Commencement Date may not be later than the Annuitant’s 85th birthday.

Once our Administrative Office notifies you that we have received and approved your written request to change the Annuity Commencement Date, the change will be made effective as of the date you signed the request.

Annuity Commencement Dates that occur after the Annuitant’s 85th birthday may have adverse income tax consequences so you should consult your tax advisor before requesting an Annuity Commencement Date at these advanced ages (See “Federal Tax Matters, Tax Deferral During Accumulation Period”.). You may be required to begin distributions from Qualified Contracts before the Annuity Commencement Date. (See “Federal Tax Matters, Qualified Retirement Plans”.)

Annuity Options

On the Annuity Commencement Date we will apply part or all of the Net Account Value to the annuity option you have selected. If you have not selected an annuity option, we will apply your Net Account Value to Option 2 — Life Income with Payments for a 10-year fixed period. You may select from the following annuity options. For Qualified Contracts, additional annuity options may apply with certain restrictions.

·Option 1 — Payments for a Fixed Period.

We will make equal monthly payments for any period not less than five years nor more than 30 years. The amount of each payment depends upon the total amount applied, the period selected and the interest rate we are using when the annuity payments are determined.

·Option 2 — Life Income with Payments for a Fixed Period.

We will make equal monthly payments based on the life of 1 or 2 named Annuitants. Payments will continue for the lifetime of the Annuitant(s) with payments guaranteed for either 10 or 20 years. Payments stop at the end of the selected fixed period or when the last surviving named Annuitant dies, whichever is later.

·Option 3 — Payments for a Fixed Amount.

We will make equal monthly payments for a fixed amount. The amount of each payment may not be less than $10 for each $1,000 of Net Account Value applied to the annuity option. Each month we will credit interest on the unpaid balance and add that interest to it. We will set the interest rate in our

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sole discretion, but it will not be less than an annual effective rate of 4%. Payments will continue until the amount we hold runs out. The last payment will be for the balance only.

Other annuity options may be available on your Annuity Commencement Date.

Annuity Payments

We will use the Annuitant’s age on the Annuity Commencement Date to determine the amount of the payments under the annuity option you select. We calculate the amount of each annuity payment using the Annuity Tables published in the Contract. Those tables are based on the 1983 Individual Annuitant Mortality Table A projected four years with interest credited at 4% per annum. One year will be deducted from the attained age of the Annuitant for every three completed years beyond the year 1987. If, at the time you select an annuity option, we offer more favorable options or rates, the higher benefits will apply.

Generally, we will make the first annuity payment one month after the Annuity Commencement Date. We will make subsequent payments according to the payment mode you select. We reserve the right to pay the Net Account Value in a lump sum if it is less than $5,000, and to change the frequency of your annuity payments if at any time the annuity payment is less than our current minimum payment amount.

As a condition for making the first annuity payment, we may require proof of the Annuitant’s age and gender. As a condition for continuing to make annuity payments that are based on the life of an Annuitant, we may at any time require proof that the Annuitant is still living. You may not surrender this Contract after annuity payments begin.

Death of the Owner or Annuitant After the Annuity Commencement Date

If any Owner or Annuitant dies on or after the Annuity Commencement Date and before all the annuity payments have been made, we will distribute any remaining payments at least as rapidly as under the annuity option in effect on the date of death. After the death of an Annuitant, we will make any remaining payments to the Beneficiary unless you specified otherwise before the Annuitant died.

INVESTMENTS BY PROTECTIVE

Protective’s investment philosophy is to maintain a portfolio that is matched to its liabilities with respect to yield, risk, and cash flow characteristics. The types of assets in which Protective may invest are governed by state laws that prescribe permissible investment assets. Within the parameters of these laws, Protective invests its assets giving consideration to such factors as liquidity needs, investment quality, investment return, matching of assets and liabilities, and the overall composition of the investment portfolio by asset type and credit exposure.

In establishing Guaranteed Interest Rates, Protective intends to take into account, among other things, the yields available on the instruments in which it intends to invest the proceeds from the Contracts. (See “Guaranteed Interest Rates”.) Protective’s investment strategy with respect to the proceeds attributable to the Contracts will be to primarily invest in investment-grade debt instruments having durations tending to match the applicable Guaranteed Periods. It is also anticipated that some portion of the portfolio will be invested in commercial mortgages. Protective may also invest in lower than investment-grade debt instruments.

Investment-grade debt instruments in which Protective intends to invest the proceeds from the Contracts include:

Securities issued by the United States Government or its agencies or instrumentalities, which issues may or may not be guaranteed by the United States Government.

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Mortgage-backed and corporate debt securities which have an investment grade, at the time of purchase, within the four highest-grades assigned by Moody’s Investors Service, Inc. (“Moody’s”) (Aaa, Aa, A, Baa), Standard & Poor’s Corporation (“S&P”) (AAA, AA, A, or BBB) or any other nationally recognized rating service. Protective considers bonds rated Baa or higher by Moody’s or BBB or higher by S&P to be investment grade. As of December 31, 2006, 97% of bonds in which Protective invests were considered investment grade; 33% of these bonds were rated Baa or BBB.

Mortgage-backed securities are based upon residential mortgages which have been pooled into securities. Mortgage-backed securities may have greater cash flow volatility as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal on the underlying residential loans can be expected to accelerate with decreases in interest rates and diminish with increases in interest rates.

Debt obligations which have a Moody’s or Standard & Poor’s rating below investment-grade may comprise a portion of the portfolio. Risks associated with investments in less than investment-grade debt obligations may be significantly higher than risks associated with investments in debt securities rated investment-grade. Risk of loss upon default by the borrower is significantly greater with respect to such debt obligations than with other debt securities because these obligations may be unsecured or subordinated to other creditors. Additionally, there is often a thinly traded market for such securities and current market quotations are frequently not available for some of these securities. Issuers of less than investment-grade debt obligations usually have higher levels of indebtedness and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than investment-grade issuers. Fixed maturity securities rated BBB may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturity securities.

Protective’s primary mortgage lending emphasis has been on small commercial mortgage loans to finance shopping centers that provide for the necessities of life. Protective has been making this type of loan for many years with little principal loss over that time.

The federal government or its instrumentalities does not guarantee the Contracts. Protective backs the guarantees associated with the Contracts.

While the foregoing generally describes our investment strategy with respect to the proceeds attributable to the Contracts, we are not obligated to invest the proceeds attributable to the Contracts according to any particular strategy, except as may be required by the insurance laws of Tennessee and other states in which we operate. Contract owners do not participate in the investment performance of these assets. The risk of investment gain or loss is borne entirely by the Company.

OTHER CONTRACT PROVISIONS

Non-Participating

The Contract does not share in our surplus or profits and does not pay dividends.

Notice

All instructions and requests to change or assign a Contract must be in a written form acceptable to us and signed by the Owner. The instruction, change or assignment will relate back to and take effect on the date it was signed, but we will not be responsible for following any instruction or making any change or assignment before we receive it and acknowledge it through our Administrative Office. Send correspondence to: Investment Products Services, P. O. Box 10648, Birmingham, Alabama 35202-0648.

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Reports

At least once each year, we will send you a report showing the current AccountValue, Sub-Account values, interest credited and any other information requiredby law.

Transactions and Modification of the Contract

Currently, you must make any request for a change or transaction under your Contract in writing and on a form acceptable to Protective. Changes and transactions under your Contract include actions such as: making additional Annuity Deposits; requesting surrenders or interest withdrawals; changing the Annuity Commencement Date, annuity option, or Annuitant; or making a death benefit claim.

No one is authorized to modify or waive any term or provision of the Contract unless we agree and unless it is signed by our President, Vice-President or Secretary. We reserve the right to change or modify the provisions of the Contract to conform to any applicable laws, rules or regulations issued by a government agency, or to assure the Contract continues to qualify as an annuity under the Internal Revenue Code. We will send you a copy of any endorsement that modifies your Contract and will obtain all necessary approvals including, where required, that of the Owner.

Assignment or Transfer of a Contract

You have the right to assign or transfer a Contract if it is permitted by applicable law. Generally, you do not have the right to assign or transfer a Qualified Contract. We do not assume responsibility for any assignment or transfer. Any claim made under an assignment or transfer is subject to proof of the nature and extent of the assignee’s or transferee’s interest before we make a payment. Assignments and transfers have federal income tax consequences. An assignment or transfer may result in the Owner recognizing taxable income. (See, “Federal Tax Matters, Taxation of Interest Withdrawals and Partial and Full Surrenders”.)

Facility of Payment

If the Annuitant or Beneficiary is incapable of giving a valid receipt for any payment, we may make payment to whomever has assumed his or her care and principal support. Any such payment shall fully discharge us to the extent of that payment.

Protection of Proceeds

To the extent permitted by law, no benefits payable under a Contract will be subject to the claims of creditors of any payee.

Error in Age or Gender

When a Contract benefit depends upon any person’s age or gender, we may require proof of such. We may suspend the benefit until we receive that proof. When we receive satisfactory proof, we will make any payments that were due during the period of suspension. Where the use of unisex mortality rates is required, we will not determine or adjust benefits based on gender.

If, after we receive proof of age and gender (where applicable), we determine that the information you furnished to us was not correct, we will adjust the benefits under your Contract to that which would have been due based upon the correct information. If we underpaid a benefit because of the error, we will make up the underpayment in a lump sum. If the error resulted in an overpayment, we will deduct the amount of the overpayment from any current or future payment due under the Contract. We will deduct up to the full amount of any current or future payment until the overpayment has been fully repaid. Underpayments and overpayments will bear interest at an annual effective rate of 3%.

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Suspension of Contracts

Under certain circumstances, we may be required by law to reject an Annuity Deposit, freeze a Contract, or both. Under these circumstances, we would refuse to honor any request for withdrawals, surrenders, or death benefits. Once frozen, we would hold any Account Value in an interest bearing account until we receive instructions from the appropriate regulatory or law enforcement authorities.

DISTRIBUTION OF THE CONTRACTS

Investment Distributors, Inc., (“IDI”) is the principal underwriter for the Contracts and has agreed to use its best efforts to distribute them. IDI is registered with the Securities and Exchange Commission as a broker-dealer under the Securities Exchange Act of 1934. It is a member of the National Association of Securities Dealers (“NASD”). IDI is a wholly owned subsidiary of Protective Life Corporation, which is the parent corporation of Protective Life Insurance Company.

IDI enters into distribution agreements with other broker-dealers registered under the Securities Exchange Act of 1934. These broker-dealers offer the Contracts to individuals and groups who have established accounts with them. IDI may also offer the Contracts to members of certain other eligible groups or other eligible individuals.

Unless forbidden by law, we pay a commission on each Annuity Deposit and on the Sub-Account Value transferred to a subsequent Guaranteed Period. The maximum commission we will pay is 7%.

FEDERAL TAX MATTERS

Introduction

The following discussion of the federal income tax treatment of the Contracts is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. The federal income tax treatment of the Contracts is unclear in certain circumstances, and a qualified tax adviser should always be consulted with regard to the application of law to individual circumstances. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, and interpretations existing on the date of this Prospectus. These authorities, however, are subject to change by Congress, the Treasury Department, and judicial decisions.

This discussion does not address state or local tax consequences associated with the purchase of the Contracts. In addition, the Company makes no guarantee regarding any tax treatment — federal, state or local — of any Contract or of any transaction involving a Contract.

Protective’s Tax Status

Protective is taxed as a life insurance company under the Code. The assets underlying the Contracts will be owned by Protective, and the income derived from such assets will be includible in Protective’s income for federal income tax purposes.

Taxation of Annuities in General

Tax Deferral During Accumulation Period

Under existing provisions of the Code (and except as described below), the Contracts should be treated as annuities and any increase in an Owner’s Account Value is generally not taxable to the Owner or Annuitant until received, either in the form of annuity payments as contemplated by the Contracts, or in some other form of distribution.

As a general rule, Contracts held by “non-natural persons” such as a corporation, trust or other similar entity, as opposed to a natural person, are not treated as annuity contracts for federal tax purposes.

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The income on such Contracts (as defined in the tax law) is taxed as ordinary income that is received or accrued by the Owner during the taxable year. There are several exceptions to this general rule for Contracts held by non-natural persons. First, Contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the Contract as an agent for a natural person. Thus, if a group Contract is held by a trust or other entity as an agent for Certificate owners who are individuals, those individuals should be treated as owning an annuity for federal income tax purposes. However, this special exception will not apply in the case of any employer who is the nominal owner of a Contract under a non-qualified deferred compensation arrangement for its employees.

In addition, exceptions to the general rule for non-natural Contract owners will apply with respect to (1) Contracts acquired by an estate of a decedent by reason of the death of the decedent, (2) Contracts issued in connection with certain Qualified Plans, (3) Contracts purchased by employers upon the termination of certain Qualified Plans, (4) certain Contracts used in connection with structured settlement agreements, and (5) Contracts purchased with a single premium when the annuity starting date is no later than a year from purchase of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.

If the Contract’s Annuity Commencement Date occurs (or is scheduled to occur) at a time when the Annuitant has reached an advanced age, e.g., past age 85, it is possible that the Contract would not be treated as an annuity for federal income tax purposes. In that event, the Owner would be taxable currently on the annual increase in the Account Value.

The remainder of this discussion assumes that the Contract will constitute an annuity for federal tax purposes.

Taxation of Interest Withdrawals and Partial and Full Surrenders

In the case of an interest withdrawal or partial surrender, amounts received generally are includible in income to the extent the Owner’s Account Value before the interest withdrawal or partial surrender exceeds his or her “investment in the contract.” In the case of a full surrender, amounts received are includible in income to the extent they exceed the investment in the contract. For these purposes the investment in the contract at any time equals the premiums paid under the Contract (to the extent such premium payments were neither deductible when made nor excludable from income as, for example, in the case of certain contributions to Qualified Contracts) less any amounts previously received from the Contract which were not includible in income.

Other than in the case of Qualified Contracts (which generally cannot be assigned or pledged), any assignment or pledge (or agreement to assign or pledge) any portion of the Account Value is treated as a partial surrender of such amount or portion. The investment in the contract is increased by the amount includible as income with respect to such assignment or pledge, though it is not affected by any other aspect of the assignment or pledge (including its release). If an Owner transfers a Contract without adequate consideration to a person other than the Owner’s spouse (or to a former spouse incident to divorce), the Owner will be taxed on the difference between the Account Value and the investment in the contract at the time of transfer. In such case, the transferee’s investment in the contract will be increased to reflect the increase in the transferor’s income.

There is some uncertainty regarding the treatment of the Market Value Adjustment for purposes of determining the amount includible in income as a result of any interest withdrawal, partial surrender, assignment or pledge or transfer without adequate consideration. Congress has given the Internal Revenue Service (“IRS”) regulatory authority to address this uncertainty. However, as of the date of this Prospectus, the IRS has not issued any regulations addressing these determinations.

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Taxation of Annuity Payments

Normally, the portion of each annuity payment taxable as ordinary income is equal to the excess of the payment over the excludable amount. The excludable amount is the amount determined by multiplying (1) the payment by (2) the ratio of the investment in the contract, adjusted for any period certain or refund feature, to the total expected value of annuity payments for the term of the Contract (determined under Treasury Department regulations).

Once the total amount of the investment in the contract is excluded using this ratio, annuity payments will be fully taxable. If annuity payments cease because of the death of the Annuitant and before the total amount of the investment in the contract is recovered, the unrecovered amount generally will be allowed as a deduction to the Annuitant in his last taxable year.

There may be special income tax issues present in situations where the Owner and the Annuitant are not the same person and are not married to one another. A tax advisor should be consulted in these situations.

Example of Determination of Excludable Amount

Assumptions:
Investment in contract:	$70,000
Annuity option selected:	10 year certain period
Payment frequency:	monthly, with the initial payment made immediately upon annuitization
Hypothetical payment:	$1,000
Calculations:
Total payments =	Hypothetical payment multiplied by the number of payments to be made: $1,000 x 120 = $120,000
Exclusion ratio =	Cost basis divided by the total payments: $70,000 ÷ $120,000 = 58.33%
Excludable amount =	Exclusion ratio multiplied by the hypothetical payment: 58.33% x $1,000 = $583.33

Taxation of Death Benefit Proceeds

Prior to the Annuity Commencement Date, amounts may be distributed from a Contract because of the death of an Owner or, in certain circumstances, the death of the Annuitant. Such Death Benefit proceeds are includible in income as follows: (1) if distributed in a lump sum, they are taxed in the same manner as a full surrender, as described above, or (2) if distributed under an Annuity option, they are taxed in the same manner as annuity payments, as described above. After the Annuity Commencement Date, if a guaranteed period exists under an annuity option and the Annuitant dies before the end of that period, payments made to the Beneficiary for the remainder of that period are includible in income as follows: (1) if received in a lump sum, they are includible in income to the extent that they exceed the unrecovered investment in the contract at that time, or (2) if distributed in accordance with the existing Annuity option selected, they are fully excludable from income until the remaining investment in the contract is deemed to be recovered, and all annuity payments thereafter are fully includible in income.

Proceeds payable on death may be subject to federal income tax withholding requirements. (See “Federal Income Tax Withholding”.) In addition, in the case of such proceeds from certain Qualified Contracts, mandatory withholding requirements may apply, unless a “direct rollover” of such proceeds is made. (See “Direct Rollover Rules”.)

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Penalty Tax on Premature Distributions

Where a Contract has not been issued in connection with a Qualified Plan, there generally is a 10% penalty tax on the taxable amount of any payment from the Contract unless the payment is: (a) received on or after the Owner reaches age 591¤2; (b) attributable to the Owner becoming disabled (as defined in the tax law); (c) made on or after the death of the Owner or, if an Owner is not an individual, on or after the death of the primary annuitant (as defined in the tax law); (d) made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and a designated beneficiary (as defined in the tax law); or (e) made under a Contract purchased with a single premium when the Annuity Commencement Date is no later than a year from purchase of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. (Similar rules, described below, generally apply in the case of Qualified Contracts.)

Aggregation of Contracts

In certain circumstances, the IRS may determine the amount of an annuity payment or an interest withdrawal or a partial surrender or a full surrender from a Contract that is includible in income by combining some or all of the annuity contracts owned by an individual which are not issued in connection with a Qualified Plan. For example, if a person purchases a Contract offered by this Prospectus and also purchases at approximately the same time an immediate annuity issued by Protective, the IRS may treat the two contracts as one contract. Similarly, if a person transfers part of his or her interest in one annuity contract to purchase another annuity contract, the IRS might treat the two contracts as one contract. In addition, if a person purchases two or more deferred annuity contracts from the same insurance company (or its affiliates) during any calendar year, all such contracts will be treated as one contract for purposes of determining whether any payment not received as an annuity (including interest withdrawals and surrenders prior to the Annuity Commencement Date) is includible in income. The effects of such aggregation are not always clear; however, it could affect the time when income is taxable and the amount which might be subject to the 10% penalty tax described above.

Exchanges of Annuity Contracts

We may issue the Contract in exchange for all or part of another annuity contract that you own. Such an exchange will be tax free if certain requirements are satisfied. If the exchange is tax free, your investment in the contract immediately after the exchange will generally be the same as that of the annuity contract exchanged, increased by any additional purchase payment made as part of the exchange. Your Account Value immediately after the exchange may exceed your investment in the contract. That excess may be includable in income should amounts subsequently be withdrawn or distributed from the Contract (e.g., as a partial surrender, full surrender, annuity income payment, or death benefit). If you exchange part of an existing annuity contract for the Contract, the IRS might treat the two contracts as one annuity contract in certain circumstances. (See “Aggregation of Contracts”.) You should consult your tax adviser in connection with an exchange of all or part of an existing annuity contract for the Contract.

Loss of Interest Deduction Where Contracts Are Held by or for the Benefit of Certain Non-natural Persons

In the case of Contracts issued after June 8, 1997 to a non-natural taxpayer (such as a corporation or a trust), or held for the benefit of such an entity, a portion of otherwise deductible interest may not be deductible by the entity, regardless of whether the interest relates to debt used to purchase or carry the Contract. However, this interest deduction disallowance does not affect Contracts where the income on such Contracts is treated as ordinary income that is received or accrued by the Owner during the taxable year. Entities that are considering purchasing the Contract, or entities that will be Beneficiaries under a Contract, should consult a tax advisor.

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Qualified Retirement Plans

In General

The Contracts are also designed for use in connection with certain types of retirement plans which receive favorable treatment under the Code. Those who are considering the purchase of a Contract for use in connection with a Qualified Plan should consider, in evaluating the suitability of the Contract, that the Contract requires an Annuity Deposit of at least $10,000. Numerous special tax rules apply to participants in Qualified Plans and to Contracts used in connection with Qualified Plans. Therefore, no attempt is made in this prospectus to provide more than general information about the use of the Contracts with the various types of Qualified Plans. State income tax rules applicable to Qualified Plans and Qualified Contracts often differ from federal income rules, and this prospectus does not describe any of these differences. Those who intend to use the Contract in connection with Qualified Plans should seek competent advice.

The tax rules applicable to Qualified Plans vary according to the type of plan and the terms and conditions of the plan itself. For example, both the amount of the contribution that may be made, and the tax deduction or exclusion that the Owner may claim for such contribution, are limited under Qualified Plans and vary with the type of plan. Also, in the case of interest withdrawals, full and partial surrenders, and annuity payments under Qualified Contracts, there may be no “investment in the contract” and the total amount received may be taxable.

If a Contract is issued in connection with a Qualified Plan, the Owner and the Annuitant generally must be the same person. Additionally, for Contracts issued in connection with Qualified Plans subject to the Employee Retirement Income Security Act, the spouse or ex-spouse of the Owner will have rights in the Contract. In such a case, the Owner may need the consent of the spouse or ex-spouse to change annuity options, elect an interest withdrawal, or make a partial or full surrender of the Contract.

In the case of Qualified Contracts, special rules apply to the time at which distributions must commence and the form in which the distributions must be paid. For example, the length of any fixed period may be limited in some circumstances to satisfy certain minimum distribution requirements under the Code. Due to the presence of a Market Value Adjustment there may be in some circumstances uncertainty as to the amount of required minimum distributions. Failure to comply with minimum distribution requirements applicable to Qualified Plans will result in the imposition of an excise tax. This excise tax generally equals 50% of the amount by which a minimum required distribution exceeds the actual distribution from the Qualified Plan. In the case of Individual Retirement Accounts or Annuities (“IRAs”), distributions of minimum amounts (as specified in the tax law) must generally commence by April 1 of the calendar year following the calendar year in which the Owner attains age 701¤2. In the case of certain other Qualified Plans, distributions of such minimum amounts generally must commence by the later of this date or April 1 of the calendar year following the calendar year in which the employee retires.

There is also a 10% penalty tax on the taxable amount of payments from Qualified Contracts. There are exceptions to this penalty tax which vary depending on the type of Qualified Plan. In the case of an IRA, exceptions provide that the penalty tax does not apply to a payment (a) received on or after the Owner reaches age 591¤2, (b) received on or after the Owner’s death or because of the Owner’s disability (as defined in the tax law), or (c) made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or for the joint lives (or joint life expectancies) of the Owner and the Owner’s designated Beneficiary (as defined in the tax law). These exceptions, as well as certain others not described herein, generally apply to taxable distributions from other Qualified Plans (although, in the case of plans qualified under sections 401 and 403, exception “c” above for substantially equal periodic payments applies only if the Owner has separated from service). In addition, the penalty tax does not apply to certain distributions from IRAs which are used for qualified first time home purchases or for higher education expenses. Special conditions must be met for these two exceptions to the penalty tax. Those wishing to take a distribution from an IRA for these purposes should consult their tax advisor.

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When issued in connection with a Qualified Plan, a Contract will be amended as generally necessary to conform to the requirements of the plan. However, Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under Qualified Plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. In addition, the Company shall not be bound by terms and conditions of Qualified Plans to the extent such terms and conditions contradict the Contract, unless the Company consents.

Following are brief descriptions of various types of Qualified Plans in connection with which Protective will generally issue a Contract.

Individual Retirement Annuities.   Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an “Individual Retirement Annuity” or “IRA.” IRAs are subject to limits on the amounts that may be contributed and deducted, the persons who may be eligible and on the time when distributions may commence. Also, subject to the direct rollover and mandatory withholding requirements (discussed below), distributions from certain Qualified Plans may be “rolled over” on a tax-deferred basis into an IRA. The Contract may not, however, be used in connection with a “Coverdell Education Savings Account” (formerly known as an “Education IRA”) under Section 530 of the Code, a “Simplified Employee Pension” under Section 408(k) of the Code, or as a “SIMPLE IRA” under Section 408(p) of the Code.

Roth IRAs.   Section 408A of the Internal Revenue Code permits eligible individuals to contribute to a type of IRA known as a “Roth IRA.” Roth IRAs are generally subject to the same rules as non-Roth IRAs, but differ in several respects. Among the differences is that, although contributions to a Roth IRA are not deductible, “qualified distributions” from a Roth IRA will be excludable from income.

A qualified distribution is a distribution that satisfies two requirements:

·First, the distribution must be made in a taxable year that is at least five years after the first taxable year for which a contribution was made to any Roth IRA established for the Owner.

·Second, the distribution must be either:

1)made after the Owner reaches age 591¤2;

2)made after the Owner’s death;

3)attributable to the Owner being disabled; or

4)a qualified first-time homebuyer distribution within the meaning of Section 72(t)(2)(F) of the Internal Revenue Code.

In addition, distributions from Roth IRAs need not commence when the Owner reaches age 701¤2. A Roth IRA may accept a “qualified rollover contribution” from a non-Roth IRA. A Roth IRA may accept a rollover contribution from a “designated Roth account” maintained under a Qualified Plan. After 2007, a Roth IRA also may accept a rollover contribution from a qualified pension plan under Section 401(a) of the Code, qualified annuity plan under Section 403(a) of the Code, Section 403(b) tax-sheltered annuity or custodial account, or governmental plan under Section 457(b) of the Code. Special rules apply to rollovers from designated Roth accounts under Qualified Plans. You should seek competent advice before making such a rollover.

Corporate and Self-Employed (“H.R. 10” and “Keogh”) Pension and Profit-SharingPlans.   Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of tax-favored retirement plans for employees. The Self-Employed Individuals’ Tax Retirement Act of 1962, as amended, commonly referred to as “H.R. 10” or “Keogh,” permits self-employed individuals also to establish such tax-favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of the Contract in order to provide benefits under the plans. Corporate and self-

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employed pension and profit sharing plans are also subject to nondiscrimination rules. The nondiscrimination rules generally require that benefits, rights or features of the plan not discriminate in favor of highly compensated employees. In evaluating whether the Contract is suitable for purchase in connection with such a plan, you should consider the effect of the $10,000 minimum Annuity Deposit requirement, and of the higher discretionary interest rate that may be credited to Annuity Deposits of $100,000 or more, on the plan’s compliance with applicable nondiscrimination requirements. Violation of these rules can cause loss of the plan’s tax favored status under the Code. Employers intending to use the Contract in connection with such plans should seek competent advice.

Tax-Sheltered Annuities.   Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to have their employers purchase annuity contracts for them and, subject to certain limitations, to exclude the amount of purchase payments from gross income for tax purposes. These annuity contracts are commonly referred to as “tax-sheltered annuities.” Purchasers of the Contracts for such purposes should seek competent advice as to eligibility, limitations on permissible amounts of purchase payments and other tax consequences associated with the Contracts. Section 403(b) Contracts contain restrictions on withdrawals of (i) contributions made pursuant to a salary reduction agreement in years beginning after December 31, 1988, (ii) earnings on those contributions, and (iii) earnings after December 31, 1988, on amounts attributable to salary reduction contributions held as of December 31, 1988. These amounts can be paid only if the employee has reached age 591¤2, had a severance from employment, died, become disabled, in the case of hardship, or if the amount is a “qualified reservist distribution” under Section 72(t)(2)(G) of the Code. Amounts permitted to be distributed in the event of hardship are limited to actual contributions; earnings thereon can not be distributed on account of hardship. (These limitations on withdrawals do not apply to the extent Protective is directed to transfer some or all of the Account Value to the issuer of another tax-sheltered annuity or into a Section 403(b)(7) custodial account.)

Section 403(b) plans are subject to nondiscrimination rules. The nondiscrimination rules generally require that benefits, rights or features of the plan not discriminate in favor of highly compensated employees. In evaluating whether the Contract is suitable for purchase in connection with a tax sheltered annuity plan, you should consider the effect of the $10,000 minimum Annuity Deposit requirement, and of the higher discretionary interest rate that may be credited to Annuity Deposits of $100,000 or more, on the plan’s compliance with applicable nondiscrimination requirements. Violation of these rules can cause loss of the plan’s tax favored status under the Internal Revenue Code. Employers intending to use the Contract in connection with such plans should seek competent advice.

Direct Rollover Rules

In the case of Contracts used in connection with a pension, profit-sharing, or annuity plan qualified under Sections 401(a) or 403(a) of the Code, or in the case of a Section 403(b) tax-sheltered annuity, any “eligible rollover distribution” from the Contract will be subject to direct rollover and mandatory withholding requirements. An eligible rollover distribution generally is any taxable distribution from a qualified pension plan under Section 401(a) of the Code, qualified annuity plan under Section 403(a) of the Code, or Section 403(b) tax-sheltered annuity or custodial account, excluding certain amounts (such as minimum distributions required under Section 401(a)(9) of the Code, distributions which are part of a “series of substantially equal periodic payments” made for life or a specified period of 10 years or more, or hardship distributions as defined in the tax law).

Under these requirements, withholding at a rate of 20 percent will be imposed on any eligible rollover distribution. In addition, the Owner in these qualified retirement plans cannot elect out of withholding with respect to an eligible rollover distribution. However, this 20 percent withholding will not apply if, instead of receiving the eligible rollover distribution, the Owner elects to have amounts directly transferred to certain Qualified Plans (such as to an IRA). Special rules apply to the rollover of any after-tax amounts.

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Prior to receiving an eligible rollover distribution, you will receive a notice (from the plan administrator or Protective) explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct transfer.

Federal Income Tax Withholding

Protective will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a Contract unless the distributee notifies Protective at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, Protective may be required to withhold tax. The withholding rates applicable to the taxable portion of periodic annuity payments (other than the eligible rollover distributions) are the same as the withholding rates generally applicable to payments of wages. The withholding rate applicable to the taxable portion of non-periodic payments (including withdrawals prior to the Annuity Commencement Date) and conversions of, or rollovers from, non-Roth IRAs to Roth IRAs is 10%. Regardless of whether you elect not to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment. As described above, the withholding rate applicable to eligible rollover distributions is 20%.

LEGAL PROCEEDINGS

To the knowledge and in the opinion of management, there are no material pending legal proceedings, other than ordinary routine litigation incidental to the business of PLC and Protective, to which PLC or Protective or any of its subsidiaries is a party or of which any of PLC or Protective’s properties is the subject.

EXPERTS

The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2006 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to the applicability of federal securities laws to the Contracts. The validity of the Contracts offered hereby was passed upon for Protective by Steve M. Callaway, Esq., Senior Associate Counsel of Protective. Mr. Callaway is an employee of PLC and is a participant in various employee benefit plans offered by PLC.

REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933 as amended with respect to the Contracts. This Prospectus does not contain all information set forth in the Registration Statement, its amendments and exhibits, to all of which reference is made for further information concerning Protective and the Contracts. Statements contained in this Prospectus as to the content of the Contracts and other legal instruments are summaries. For a complete statement of the terms thereof, reference is made to the instruments as filed in the Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have incorporated by reference Protective’s Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the SEC in accordance with the Securities Exchange Act of 1934. The Annual Report contains additional information about Protective, including audited financial statements for the

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latest fiscal year. We were not required to file any other reports pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act since the end of the fiscal year covered by the Annual Report.

REQUESTING DOCUMENTS

You may request a free copy of any or all of the information incorporated by reference into the Prospectus (other than exhibits not specifically incorporated by reference into the text of such documents) including Protective’s Annual Report on Form 10-K. Please direct any oral or written requests for such documents to: Investor Relations, Protective Life Corporation, P.O. Box 2606, Birmingham, Alabama 35202, Telephone (205) 268-3573, Fax (205) 268-5547. You may also access a copy of Protective’s Annual Report on Form 10-K or request a printed copy through the Internet at Protective’s website (www.protective.com/default.asp?id=14#pub_req).

PUBLIC INFORMATION

We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q, electronically pursuant to EDGAR under CIK No. 0000310826. The SEC maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is http:/www.sec.gov.

You can also review and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, NE., Washington D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

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APPENDIX A

MATTERS RELATING TO CONTRACTS
OFFERED IN CERTAIN STATES AFTER SEPTEMBER 10, 1991
AND PRIOR TO MAY 1, 1996

The following sections describe Contracts offered after September 10, 1991 and before May 1, 1996. The following descriptions of certain provisions should be substituted in their entirety for the related terms and descriptions found elsewhere in this Prospectus. The page references listed below indicate where in the Prospectus the substituted descriptions can be found. Refer to your Contract for complete details of these provisions.

Summary (page 3)

The paragraphs in the Summary describing the guaranteed Death Benefit, Market Value Adjustment, and Surrender Charge should be revised as follows:

How is the surrender charge calculated?	The surrender charge applies during the first seven years of each Guaranteed Period. If the Guaranteed Period is seven years or less, a surrender charge will apply for the entire Guaranteed Period. The surrender charge is equal to six months of interest on the amount you withdraw from a Sub-Account. The total surrender charges for a Guaranteed Period will never exceed six months’ interest on the amount of the Annuity Deposit or Sub-Account value you allocated to the Guaranteed Period. (See “Surrender Charges”)
What is a Market Value Adjustment?	The Market Value Adjustment is the amount we deduct from or add to the Sub-Account value when you request a surrender before the end of the Sub-Account’s Guaranteed Period. The Market Value Adjustment reflects the relationship between 1) the Guaranteed Interest Rate that we are currently offering for a Guaranteed Period equal to the time remaining in your Guaranteed Period at the time you request a full or partial surrender, and 2) the Guaranteed Interest Rate being applied to the Sub-Account from which you are requesting a full or partial surrender. (See “Market Value Adjustment”)
Does the Contract provide a Death Benefit?	If any Owner dies while the Contract is in force and before the Annuity Commencement Date, we will pay a guaranteed Death Benefit, less any applicable premium tax, to any surviving Owner.
	If there is no surviving Owner, we will pay the guaranteed Death Benefit to the Beneficiary that the Owner has named. The Beneficiary will have 60 days from the date of death to exercise this right to the guaranteed Death Benefit. If the Beneficiary has not exercised this right within 60 days, we will treat any payments as a surrender request subject to the surrender charge and Market Value Adjustment.
	The guaranteed Death Benefit will be equal to the Account Value of your Contract. If applicable, we will total the Death Benefits for all of your Guaranteed Periods to determine the amount of your guaranteed Death Benefit. (See “Death Benefit”)

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Parties to the Contract (page 6)

Beneficiary: The person named under the Contract to receive the Death Benefit upon the Death of any Owner is the primary Beneficiary. If an Owner dies, the surviving Owner, if any, will always be the primary Beneficiary, regardless of whom the Contract may designate. A contingent Beneficiary is the person named in the Contract to receive the Death Benefit if the primary Beneficiary is not living at the time of the Owner’s death.

If no Beneficiary designation is in effect or if no Beneficiary is living at the time of an Owner’s death, the Beneficiary will be the estate of the deceased Owner.

Unless designated irrevocably, you may change Beneficiaries at any time by sending a written request to our Administrative Office. If you have designated a Beneficiary irrevocably, that Beneficiary’s written consent is necessary before you can change the Beneficiary or exercise certain other rights.

Issuing a Contract (page 7, first paragraph)

You purchase a Contract by completing an application and making an Annuity Deposit of at least $5,000. After we issue the Contract, you may make additional Annuity Deposits of at least $5,000. We must pre-approve any Annuity Deposits of less than $5,000. You cannot make additional Annuity Deposits in the states of California, Minnesota, South Carolina or Michigan. Regardless of how many Annuity Deposits you make, we will issue only one Contract. We have the right to decline any Annuity Deposit or any application. When we sell Contracts to retirement plans or in connection with retirement plans, those retirement plans may or may not qualify for special tax treatment under the Internal Revenue Code.

Guaranteed Period and Sub-Accounts

Selecting a subsequent Guarantee Period (page 9)

To apply the ending Sub-Account value to one or more subsequent Guaranteed Periods that you select, you must give us written instructions to this effect no later than 10 days after the end of the expiring Guaranteed Period. You may select a subsequent Guaranteed Period only from Guaranteed Periods we are offering at the time you make your selection. Any subsequent Guaranteed Period may not extend past the Annuity Commencement Date for your Contract. At least $5,000 must be allocated to any subsequent Guaranteed Period.

Automatic subsequent Guaranteed Periods (page 9)

If you do not instruct us otherwise under the first or second options described above, a subsequent Guaranteed Period will automatically begin when the prior Guaranteed Period ends. Your ending Sub-Account value will become the beginning Sub-Account value for the subsequent Guaranteed Period. The Subsequent Guaranteed Period will be the shortest Guaranteed Period we offer that is longer than the Guaranteed Period that just ended. The subsequent Guaranteed Period, however, will not extend past the Annuity Commencement Date. You must allocate at least $5,000 to any subsequent Guaranteed Period.

Surrenders

Surrenders and Partial Surrenders (page 11, first paragraph)

You may surrender your entire Contract at any time. You may surrender part of the Contract if the value of each remaining Sub-Account is at least $5,000 after the surrender.

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Surrender Charges (page 12)

Surrenders and partial surrenders may be subject to a surrender charge. Generally, we assess a surrender charge if you take a surrender during the first seven years of any Guarantee Period. The surrender charge is equal to six months of interest on the amount you surrender from a Sub-Account. The total surrender charges for a Guaranteed Period will never exceed six months’ interest on the amount of the Annuity Deposit or Sub-Account value you allocated to the Guaranteed Period. We will compute this interest at the same rate we are crediting the Sub-Account from which you make a surrender. We will deduct the surrender charge from the amount you have chosen to surrender.

We do not apply the surrender charge after the first seven years of a Guaranteed Period or from any amount available as an interest withdrawal. Also, we do not apply a surrender charge to surrenders you request at the end of a Guaranteed Period provided that we receive your written request, in a form we deem acceptable, within twenty days prior to the end of the Guaranteed Period.

If we receive your request for a surrender prior to the end of a Guaranteed Period, we will calculate the surrender value, as of the date of the surrender, as follows:

[(A × B) - SC] where:

A	= the Sub-Account value of the Sub-Account from which you request a surrender
B	= the Market Value Adjustment
SC	= the surrender charge plus any premium taxes, if applicable

On the date we receive your request, we will inform you of the amounts available for you to surrender. Any surrender may be subject to federal and state income tax and, in some cases, premium taxes.

Because a Guaranteed Period cannot extend past the Annuity Commencement Date, we will not deduct a surrender charge or Market Value Adjustment if you use your Net Account value to purchase an Annuity on the Annuity Commencement Date.

Waiver of Surrender Charges (page 12)

We will waive any applicable surrender charge if you meet any of the following conditions after the first year of the Contract:

1)You enter, for a period of at least 90 days, a facility that is licensed by the state and qualifies as a skilled nursing home facility under Medicare or Medicaid.

2)A physician who is not related to you or the Annuitant diagnoses you as having a terminal illness as the term is defined in your Contract. You must submit to us written proof of this illness that we deem satisfactory and we reserve the right to require an examination by a physician of our choice to confirm your terminal illness.

If we waive your surrender charge, we will still impose a Market Value Adjustment where applicable. Our waiver of surrender charges is not available in all states due to applicable insurance laws.

Market Value Adjustment (page 13)

We will apply a Market Value Adjustment if your request a surrender before the end of a Sub-Account’s Guaranteed Period. The Market Value Adjustment may increase or decrease the amount you receive from a surrender. Like the surrender charge, we calculate the Market Value Adjustment separately for each Sub-Account. The Market Value Adjustment is applied to the surrendered Sub-Account value, less any amount available as an interest withdrawal from interest earned during the prior Contract year, before we deduct any surrender charge. We will include the Market Value Adjustment in the amount we

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deduct from your Sub-Account to satisfy your surrender request. The formula we use to determine the Market Value Adjustment is:

(1+g / 1+c) × (N/12) where:

g =	The Guaranteed Interest Rate in effect for the current Guaranteed Period expressed as a decimal (e.g., 1% = .01).
C =	The current Guaranteed Interest Rate we offer for a Guaranteed Period that has a duration equal to the number of months left before the end of the Guaranteed Period from which you are making the surrender.
N =	The number of months remaining in your Guaranteed Period as of the date you request a surrender.

The Market Value Adjustment reflects the relationship between 1) the current Guaranteed Interest Rate we offer for a Guaranteed Period equal in duration to the amount of time left in the surrendered Guaranteed Period, and 2) the Guaranteed Interest Rate we are applying to the Guaranteed Period from which you are making a surrender.

Generally, if your Guaranteed Interest Rate is lower than the one we offer for Guaranteed Period equal to the time remaining in your Guaranteed Period, the Market Value Adjustment may produce a surrender value that is less than the sum of the portion of your Annuity Deposit being surrendered plus the interest it has earned. Similarly, if your Guaranteed Interest Rate is higher than the applicable current Guaranteed Interest Rate, the Market Value Adjustment may increase your surrender value beyond the sum of the portion of your Annuity Deposit being surrendered plus the interest it has earned.

Because we base current Guaranteed Interest Rates in part upon the investment yields that are available to us, the effect of the Market Value Adjustment will be related to those yields. Therefore, if these yields increase from the time, you purchase your Contract, it is possible that the Market Value Adjustment, coupled with the surrender charge and any premium tax, could produce a full surrender value for your Contract that is less than the total of your Annuity Deposits.

Determining the Death Benefit (page 15)

We will calculate the guaranteed Death Benefit as of the date of an Owner’s death. The guaranteed Death Benefit will be equal to the Account Value less applicable premium taxes.

Annuity Options (page 16)

On the Annuity Commencement Date we will apply part or all of the Net Account Value to the annuity option you have selected. If you have not selected an annuity option, we will apply your Net Account Value to Option 2 — Life Income with Payments for a 10-Year Guaranteed Period. You may select from the following annuity options. For Qualified Contracts, additional annuity options may apply with certain restrictions.

·Option 1 — Payment for a Fixed Period

We will make equal monthly payments for any period not less than five years and not more than 30 years. The amount of each payment depends upon the total amount applied, the period selected and the interest rate we are using when the annuity payments are determined.

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·Option 2 — Life Income with Payments for a Guaranteed Period

We will make equal monthly payments based on the life of the named Annuitant or Annuitants. Payments will continue for the lifetime of the Annuitant or Annuitants with payments guaranteed for either 10 or 20 years. Payments will stop at the end of the selected guaranteed period or when the Annuitant dies, whichever is later.

·Option 3 — Payments for a Fixed Amount

We will make equal monthly payments for a fixed amount. The amount of each payment may not be less than $10 for each $1,000 of Net Account Value applied to the annuity option. Each month we will credit interest on the unpaid balance and add that interest to it. We will set the interest rate in our sole discretion, but it will not be less than an annual effective interest rate of 4%. Payments will continue until the amount we hold runs out. The last payment will be for the balance only.

·Option 4 — Purchase of Other Annuities

The total amount you apply is used to purchase any kind of annuity we issue on the date this option is selected.

The dollar amount of monthly payments for every $1,000 you apply to each available annuity option is calculated in accordance with annuity tables set forth in the Contract. We base these tables on the 1983 Individual Annuity Mortality Table A projected four years with interest at 4% per year.

Taxation of Annuities in General

Loss of Interest Deduction Where Contracts Are Held for the Benefit of Certain Non-Natural Persons

In order that they may be treated as annuity contracts for federal tax purposes, Section 72(s) of the Code requires that Contracts held by persons other than individuals (other than Contracts issued in connection with certain Qualified Plans) contain certain provisions relating to distributions upon the death of an Annuitant. Certain Contracts do not contain these provisions. The income under such Contracts is taxable as it accrues. We issue Form 1099s with respect to such Contracts.

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APPENDIX B

MATTERS RELATING TO CONTRACTS
OFFERED IN CERTAIN STATES
PRIOR TO SEPTEMBER 10, 1991

The following sections describe Contracts with a Certificate Date prior to September 10, 1991, and certain Contracts with a Certificate Date after that date. The Contracts contain provisions that differ from those described in this Prospectus. In particular, surrender charge, Death Benefit, and certain Annuity benefit provisions may be different. Refer to your Contract for complete details of these provisions. The following descriptions of certain provisions should be substituted in their entirety for the related terms and descriptions found elsewhere in this Prospectus. The page references listed below indicate where in the Prospectus the substituted descriptions can be found.

Summary (page 3)

The paragraphs in the Summary describing the guaranteed Death Benefit, Market Value Adjustment, and Surrender Charge should be revised as follows:

How is the surrender charge calculated?	The surrender charge applies during the first seven years of each Guaranteed Period. If the Guaranteed Period is seven years or less, a surrender charge will apply for the entire Guaranteed Period. The surrender charge is equal to six months of interest on the amount you withdraw from a Sub-Account. The total surrender charges for a Guaranteed Period will never exceed six months’ interest on the amount of the Annuity Deposit or Sub-Account value you allocated to the Guaranteed Period. (See “Surrender Charge”)
What is a Market Value Adjustment?	The Market Value Adjustment is the amount we deduct from or add to the Sub-Account value when you request a surrender before the end of the Sub-Account’s Guaranteed Period. The Market Value Adjustment reflects the relationship between 1) the Guaranteed Interest Rate that we are currently offering for a Guaranteed Period equal to the time remaining in your Guaranteed Period at the time you request a full or partial surrender, and 2) the Guaranteed Interest Rate being applied to the Sub-Account from which you are requesting a full or partial surrender. (See, “Market Value Adjustment”)
Does the Contract provide a Death Benefit?	If any Owner dies while the Contract is in force and before the Annuity Commencement Date, we will pay a guaranteed Death Benefit, less any applicable premium tax, to any surviving Owner.
	If there is no surviving Owner, we will pay the guaranteed Death Benefit to the Beneficiary as determined under the provisions of the Contract. If the named Beneficiary under the Contract is the spouse of the Owner and the Annuitant is living, the spouse may elect, in lieu of taking a Death Benefit, to become the Owner and continue the Contract.
	The guaranteed Death Benefit will be equal to the Account Value of your Contract. If applicable, we will total the Death Benefits for all of your Guaranteed Periods to determine the amount of your guaranteed Death Benefit. (See “Death Benefit”)

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Parties to the Contract (page 6)

Beneficiary:   The person named under the Contract to receive the Death Benefit upon the Death of any Owner or Annuitant, as applicable, is the primary Beneficiary. If an Owner dies, the surviving Owner, if any, will always be the primary Beneficiary, regardless of whom the Contract may designate. A contingent Beneficiary is the person named in the Contract to receive the Death Benefit if the primary Beneficiary is not living at the time of the Owner’s death.

If no Beneficiary designation is in effect or if no Beneficiary is living at the time of an Owner’s death, the Beneficiary will be the estate of the deceased Owner.

Unless designated irrevocably, you may change Beneficiaries at any time by sending a written request to our Administrative Office. If you have designated a Beneficiary irrevocably, that Beneficiary’s written consent is necessary before you can change the Beneficiary or exercise certain other rights.

Issuing a Contract (page 7, first paragraph)

You purchase a Contract by completing an application and making an Annuity Deposit of at least $5,000. After we issue the Contract, you may make additional Annuity Deposits of at least $5,000. We must pre-approve any Annuity Deposits of less than $5,000. Regardless of how many Annuity Deposits you make, we will issue only one Contract. We have the right to decline any Annuity Deposit or any application. When we sell Contracts to retirement plans or in connection with retirement plans, those retirement plans may or may not qualify for special tax treatment under the Internal Revenue Code.

Guaranteed Periods and Sub-Accounts

Selecting a subsequent Guarantee Period (page 9)

To apply the ending Sub-Account value to one or more subsequent Guaranteed Periods that you select, you must give us written instructions to this effect no later than 10 days after the end of the expiring Guaranteed Period. You may select a subsequent Guaranteed Period only from Guaranteed Periods we are offering at the time you make your selection. Any subsequent Guaranteed Period may not extend past the Annuity Commencement Date for your Contract. At least $5,000 must be allocated to any subsequent Guaranteed Period.

Automatic subsequent Guaranteed Periods (page 9)

If you do not instruct us otherwise under the first or second options described above, a subsequent Guaranteed Period will automatically begin when the prior Guaranteed Period ends. Your ending Sub-Account value will become the beginning Sub-Account value for the subsequent Guaranteed Period. The Subsequent Guaranteed Period will be the shortest Guaranteed Period we offer that is longer than the Guaranteed Period that just ended. The subsequent Guaranteed Period, however, will not extend past the Annuity Commencement Date. You must allocate at least $5,000 to any subsequent Guaranteed Period.

Surrenders

Surrenders and Partial Surrenders (page 11, first paragraph)

You may surrender your entire Contract at any time. You may surrender part of the Contract if the value of each remaining Sub-Account is at least $5,000 after the surrender.

Surrender Charges (page 12)

Surrenders and partial surrenders may be subject to a surrender charge. Generally, we assess a surrender charge if you take a surrender during the first seven years of any Guarantee Period. The

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surrender charge is equal to six months of interest on the amount you surrender from a Sub-Account. The total surrender charges for a Guaranteed Period will never exceed six months’ interest on the amount of the Annuity Deposit or Sub-Account value you allocated to the Guaranteed Period. We will compute this interest at the same rate we are crediting the Sub-Account from which you make a surrender. We will deduct the surrender charge from the amount you have chosen to surrender.

We do not apply the surrender charge after the first seven years of a Guaranteed Period or from any amount available as an interest withdrawal. Also, we do not apply a surrender charge to surrenders you request at the end of a Guaranteed Period provided that we receive your written request, in a form we deem acceptable, within twenty days prior to the end of the Guaranteed Period.

If we receive your request for a surrender prior to the end of a Guaranteed Period, we will calculate the surrender value, as of the date of the surrender, as follows:

[(A × B) - SC] where:

A	= the Sub-Account value of the Sub-Account from which you request a surrender
B	= the Market Value Adjustment
SC	= the surrender charge plus any premium tax, if applicable

On the date we receive your request, we will inform you of the amounts available for you to surrender. Any surrender may be subject to federal and state income tax and, in some cases, premium taxes.

Because a Guaranteed Period cannot extend past the Annuity Commencement Date, we will not deduct a surrender charge or Market Value Adjustment if you use your Net Account value to purchase an Annuity on the Annuity Commencement Date.

Waiver of Surrender Charges (page 12)

We will waive any applicable surrender charge if you meet any of the following conditions after the first year of the Contract:

3)You enter, for a period of at least 90 days, a facility that is licensed by the state and qualifies as a skilled nursing home facility under Medicare or Medicaid.

4)A physician who is not related to you or the Annuitant diagnoses you as having a terminal illness as the term is defined in your Contract. You must submit to us written proof of this illness that we deem satisfactory and we reserve the right to require an examination by a physician of our choice to confirm your terminal illness.

If we waive your surrender charge, we will still impose a Market Value Adjustment where applicable. Our waiver of surrender charges is not available in all states due to applicable insurance laws.

Market Value Adjustment (page 13)

We will apply a Market Value Adjustment if your request a surrender before the end of a Sub-Account’s Guaranteed Period. The Market Value Adjustment may increase or decrease the amount you receive from a surrender. Like the surrender charge, we calculate the Market Value Adjustment separately for each Sub-Account. The Market Value Adjustment is applied to the surrendered Sub-Account value, less any amount available as an interest withdrawal from interest earned during the prior Contract year, before we deduct any surrender charge. We will include the Market Value Adjustment in the amount we deduct from your Sub-Account to satisfy your surrender request. The formula we use to determine the Market Value Adjustment is:

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(1+g / 1+c) × (N/12) where:

g =	The Guaranteed Interest Rate in effect for the current Guaranteed Period expressed as a decimal (e.g., 1% = .01).
C =	The current Guaranteed Interest Rate we offer for a Guaranteed Period that has a duration equal to the number of months left before the end of the Guaranteed Period from which you are making the surrender.
N =	The number of months remaining in your Guaranteed Period as of the date you request a surrender.

The Market Value Adjustment reflects the relationship between 1) the current Guaranteed Interest Rate we offer for a Guaranteed Period equal in duration to the amount of time left in the surrendered Guaranteed Period, and 2) the Guaranteed Interest Rate we are applying to the Guaranteed Period from which you are making a surrender.

Generally, if your Guaranteed Interest Rate is lower than the one we offer for Guaranteed Period equal to the time remaining in your Guaranteed Period, the Market Value Adjustment may produce a surrender value that is less than the sum of the portion of your Annuity Deposit being surrendered plus the interest it has earned. Similarly, if your Guaranteed Interest Rate is higher than the applicable current Guaranteed Interest Rate, the Market Value Adjustment may increase your surrender value beyond the sum of the portion of your Annuity Deposit being surrendered plus the interest it has earned.

Because we base current Guaranteed Interest Rates in part upon the investment yields that are available to us, the effect of the Market Value Adjustment will be related to those yields. Therefore, if these yields increase from the time, you purchase your Contract, it is possible that the Market Value Adjustment, coupled with the surrender charge and any premium tax, could produce a full surrender value for your Contract that is less than the total of your Annuity Deposits.

Death of an Annuitant (page 15)

If an Annuitant dies while the Contract is in force, either before or after the Annuity Commencement Date, the Beneficiary will be the person designated as such under the Contract. If you have not designated a Beneficiary or the Beneficiary is no longer living, the surviving Owner will be the Beneficiary. If neither the Owner nor the Beneficiary have survived the Annuitant, the Beneficiary will be the Annuitant’s estate. You cannot change Annuitants under this Contract.

Death of an Owner (page 15)

Upon the death of a joint Owner prior to the Annuity Commencement Date, the surviving Owner will become the Beneficiary. If the sole Owner of a Contract dies while the Contract is in force and before the Annuity Commencement Date, the Beneficiary will be the person designated as such under the Contract. If the Beneficiary is the spouse of the deceased Owner and the Annuitant is still living, the spouse may elect to become the Owner in lieu of receiving a guaranteed Death Benefit. If you have not designated a Beneficiary or the Beneficiary is no longer living, the estate of the Owner will be the Beneficiary.

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Determining the Death Benefit (page 15)

If an Annuitant or Owner dies before the Annuity Commencement Date, we will pay a guaranteed Death Benefit to the Beneficiary. We will calculate the guaranteed Death Benefit as of the date of an Annuitant’s or Owner’s death. We will calculate the guaranteed Death Benefit as follows:

5)If the deceased had not yet reached age 85, the guaranteed Death Benefit will be the greater of:

·the Net Account Value, or

·the original Annuity Deposit, less interest withdrawals and surrenders (including surrender charges, Market Value Adjustments, and premium tax), credited with interest at 5% compounded annually.

6)If the deceased reached age 85, the guaranteed Death Benefit will be equal to the total of the Sub-Account values multiplied by their respective Market Value Adjustments.

Paying the Death Benefit (page 15)

We will only pay one guaranteed Death Benefit under a Contract, even though the Contract may, under some circumstances, continue after an Owner or Annuitant’s death. We will calculate the guaranteed Death Benefit as of the date of the death that triggers its payment.

We will pay the guaranteed Death Benefit in a lump sum, in which event the Contract will terminate, or under any of the annuity options available under the Contract provided that:

·in the event of the Owner’s death, any chosen annuity option must provide that the guaranteed Death Benefit will be distributed within five years of the date of the Owner’s death; or

·if the chosen annuity option provides for the guaranteed Death Benefit to be paid over a period that does not extend beyond the Beneficiary’s life or life expectancy, the distribution must commence within one year of the Owner’s death.

In addition to these options, if the Beneficiary is the spouse of the deceased Owner and the Annuitant is living, the spouse may elect to become the Owner in lieu of receiving a guaranteed Death Benefit.

Annuity Commencement Date (page 16)

You may select an Annuity Commencement Date when you purchase a Contract. The Annuity Commencement Date may not be earlier than the end of a Guaranteed Period nor later than the end of the Contract year immediately before the Annuitant’s 85th birthday. Our Administrative Office must approve any request for an extension of the Annuity Commencement Date beyond this maximum.

·You may change the Annuity Commencement Date subject to the following restrictions:

·You must request the change in writing.

·We must receive your written request at least 30 days before the new Annuity Commencement Date you have requested.

·The new Annuity Commencement Date may not come before the end of any existing Guaranteed Period.

·Unless we agree prior to the change, the new Annuity Commencement Date may not be later than the Annuitant’s 85th birthday.

Annuity Commencement Dates which occur after the Annuitant’s 85th birthday may have adverse tax consequences so you should consult your tax advisor before requesting an Annuity Commencement Date

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at these advanced ages. You may be required to begin distributions from Qualified Contracts before the Annuity Commencement Date. (See “Federal Tax Matters”)

Once our Administrative Office notifies you that we have received and approved your written request for changing the Annuity Commencement Date, the change will be made effective as of the date you signed the request.

Annuity Options (page 16)

On the Annuity Commencement Date we will apply part or all of the Net Account Value to the annuity option you have selected. If you have not selected an annuity option, we will apply your Net Account Value to Option 2 — Life Income with Payments for a 10-Year Guaranteed Period. You may select from the following annuity options. For Qualified Contracts, additional annuity options may apply with certain restrictions.

·Option 1 — Payment for a Fixed Period

We will make equal monthly payments for any period not less than five years and not more than 30 years. The amount of each payment depends upon the total amount applied, the period selected and the interest rate we are using when the annuity payments are determined.

·Option 2 — Life Income with Payments for a Guaranteed Period

We will make equal monthly payments based on the life of the named Annuitant. Payments will continue for the lifetime of the Annuitant with payments guaranteed for either 10 or 20 years. Payments will stop at the end of the selected guaranteed period or when the Annuitant dies, whichever is later.

·Option 3 — Payments for a Fixed Amount

We will make equal monthly payments for a fixed amount. The amount of each payment may not be less than $10 for each $1,000 of Net Account Value applied to the annuity option. Each month we will credit interest on the unpaid balance and add that interest to it. We will set the interest rate in our sole discretion, but it will not be less than an annual effective interest rate of 4%. Payments will continue until the amount we hold runs out. The last payment will be for the balance only.

·Option 4 — Purchase of Other Annuities

The total amount you apply is used to purchase any kind of annuity we issue on the date this option is selected.

The dollar amount of monthly payments for every $1,000 you apply to each available annuity option is calculated in accordance with annuity tables set forth in the Contract. We base these tables on the 1983 Individual Annuity Mortality Table A projected four years with interest at 4% per year.

Taxation of Annuities in General

Loss of Interest Deduction Where Contracts Are Held for the Benefit of Certain Non-Natural Persons (page 23)

In order that they may be treated as annuity contracts for federal tax purposes, Section 72(s) of the Code requires that Contracts held by persons other than individuals (other than Contracts issued in connection with certain Qualified Plans) contain certain provisions relating to distributions upon the death of an Annuitant. Certain Contracts do not contain these provisions. The income under such Contracts is taxable as it accrues. We issue Form 1099s with respect to such Contracts.

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Qualified Retirement Plans

In General (Page 24, end of fourth paragraph)

The guaranteed Death Benefit under your Contract may increase the amount of the minimum required distribution that must be taken from your Contract.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and Distribution.*

The expenses of the issuance and distribution of the Contracts, other than any underwriting discounts and commissions, are as follows:

Securities and Exchange Commission Registration Fees	$	0
Printing and engraving	74,340
Accounting fees and expenses	15,000
Legal fees and expenses	15,000
Miscellaneous	0
TOTAL EXPENSES	$	104,340

*Estimated.

Item 14.Indemnification of Directors and Officers.

Section 6.5 of Article VI of the Certificate of Incorporation of PLC provides, in substance, that any of PLC’s directors and officers and certain directors and officers of Protective, who is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of PLC, by reason of the fact that he is or was an officer or director, shall be indemnified by PLC against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of PLC and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the action or suit is or was by or in the right of PLC to procure a judgment in its favor, such person shall be indemnified by PLC against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to PLC unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that any officer or director has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any issue or matter therein, he shall be indemnified by PLC against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith without the necessity of any action being taken by PLC other than the determination, in good faith, that such defense has been successful. In all other cases, unless ordered by a court, indemnification shall be made by PLC only as authorized in the specific case upon a determination that indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the holders of a majority of the shares of capital stock of PLC entitled to vote thereon. By means of a by-law, Protective offers its directors and certain executive officers similar indemnification.

In addition, the executive officers and directors are insured by PLC’s Directors’ and Officers’ Liability Insurance Policy including Company Reimbursement and are indemnified by a written contract with PLC which supplements such coverage.

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Item 15.Recent Sales of Unregistered Securities

None.

Item 16.Exhibits.

Exhibit Number			Description
1(a)	—	Underwriting Agreement(1)
1(b)	—	Form of Distribution Agreement(5)
2	—	Stock Purchase Agreement(4)
4(a)	—	Group Modified Guaranteed Annuity Contract(2)
4(b)	—	Individual Certificate(3)
4(c)	—	Tax-Sheltered Annuity Endorsement(2)
4(d)	—	Qualified Retirement Plan Endorsement(2)
4(e)	—	Individual Retirement Annuity Endorsement(2)
4(f)	—	Section 457 Deferred Compensation Plan Endorsement(2)
4(g)	—	Qualified Plan Endorsement(1)
4(h)	—	Application for Individual Certificate(2)
4(i)	—	Adoption Agreement for Participation in Group Modified Guaranteed Annuity(2)
4(j)	—	Individual Modified Guaranteed Annuity Contract(3)
4(k)	—	Application for Individual Modified Guaranteed Annuity Contract(2)
4(l)	—	Tax-Sheltered Annuity Endorsement(2)
4(m)	—	Individual Retirement Annuity Endorsement(2)
4(n)	—	Section 457 Deferred Compensation Plan Endorsement(2)
4(o)	—	Qualified Retirement Plan Endorsement(2)
4(p)	—	Endorsement — Group Policy(4)
4(q)	—	Endorsement — Certificate(4)
4(r)	—	Endorsement — Individual Contract(4)
4(s)	—	Endorsement (Annuity Deposits) — Group Policy(4)
4(t)	—	Endorsement (Annuity Deposits) — Certificate(4)
4(u)	—	Endorsement (Annuity Deposits) — Individual Contract(4)
4(v)	—	Endorsement — Individual(5)
4(w)	—	Endorsement — Group Contract/Certificate(5)
4(x)	—	Endorsement (96) — Individual(6)
4(y)	—	Endorsement (96) — Group Contract(6)
4(z)	—	Endorsement (96) — Group Certificate(6)
4(aa)	—	Individual Modified Guaranteed Annuity Contract (96)(6)
4(bb)	—	Settlement Endorsement(7)
4(cc)	—	Endorsement (“Free-Look”) — Group/Individual(8)
5	—	Opinion re legality

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10(a)	—	Bond Purchase Agreement(1)
10(b)	—	Escrow Agreement(1)
10(c)	—	Stock and Asset Purchase Agreement By and Among Protective Life Corporation, Protective Life Insurance Company, Fortis, Inc. and Dental Care Holdings, Inc. dated July 9 incorporated by reference as Exhibit  10(c) to Protective’s Annual Report on Form 10-K for the year ended December 31, 2001.†
10(d)	—	Indemnity Reinsurance Agreement By and Between Protective Life Insurance Company and Fortis Benefits Insurance Company dated December 31, 2001 incorporated by reference as Exhibit 10(l) to Protective’s Annual Report on Form 10-K for the year ended December 31, 2001.†
10(e)	—	Credit Agreement among Protective Life Corporation, the several lenders from time to time party thereto, Suntrust Bank, as Syndication Agent and AmSouth Bank, as Administrative Agent, dated October 17, 2001 incorporated by reference as Exhibit 10(g) to Protective’s Annual Report on Form 10-K for the year ended December 31, 2001.†
10(e)(2)	—	Amended and Restated Credit Agreement among Protective Life Corporation, Protective Life Insurance Company, the several lenders from time to time party thereto, AmSouth Bank and Wachovia Capital Markets, LLC, dated as of July 30, 2004 filed as Exhibit 10(c) to the PLC Quarterly Report on Form 10-Q filed November 9, 2004 (No. 001-11339).
10(f)	—	Lease Agreement dated as of February 1, 2000, between Wachovia Capital Investments, Inc. and Protective, filed as Exhibit 10(l) to PLC’s Annual Report on Form 10-K for the year ended December 31, 2002.†
10(f)(1)	—	First Amendment to Lease Agreement dated as of October 31, 2001, between Wachovia Capital Investments, Inc. and Protective, filed as Exhibit 10(l)(1) to PLC’s Annual Report on Form 10-K for the year ended December 31, 2002.†
10(g)	—	Investment and Participation Agreement dated as of February 1, 2000, among Protective and Wachovia Capital Investments, Inc., filed as Exhibit 10(m) to PLC’s Annual Report on Form 10-K for the year ended December 31, 2002.†
10(g)(1)	—	First Amendment to Investment and Participation Agreement and Lease Agreement dated as of November 30, 2002, among Protective, Wachovia Capital Investments, Inc., and SunTrust Bank and LaSalle Bank National Association, filed as Exhibit 10(m)(1) to PLC’s Annual Report on Form 10-K for the year ended December 31, 2002.†
10(g)(2)	—	Second Amendment to Investment and Participation Agreement and Lease Agreement dated as of March 11, 2002 among Protective, Wachovia Capital Investments, Inc., and SunTrust Bank and LaSalle Bank National Association, filed as Exhibit 10(m)(2) to PLC’s Annual Report on Form 10-K for the year ended December 31, 2002.†
10(g)(3)	—	Third Amendment to Investment and Participation Agreement and Lease Agreement dated as of July 22, 2002 among Protective, Wachovia Capital Investments, Inc., and SunTrust Bank and LaSalle Bank National Association, filed as Exhibit 10(m)(3) to PLC’s Annual Report on Form 10-K for the year ended December 31, 2002.†
10(g)(4)	—	Amended and Restated Lease Agreement dated January 11, 2007 between Wachovia Development Corporation and Protective Life Insurance Company.
10(g)(5)	—	Amended and Restated Investment and Participation AGreement dated January 11, 2007 among Protective Life Insurance Company, Wachovia Development Corporation, Wachovia Bank, National Association, and Lease Participant Signitories.

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10(h)		Stock Purchase Agreement By and Among Protective Life Insurance Company and Banc One Insurance Holdings, Inc., CBD Holdings Ltd., JPMorgan Chase & Co. dated February 7, 2006, filed as Exhibit 2.01 to Protective Life Insurance Company’s 8-K on February 13, 2006.†
13	—
23(a)	—	Consent of PricewaterhouseCoopers LLP
23(b)	—	Consent of Sutherland, Asbill & Brennan, L.L.P.
23(c)	—	Consent of Steve M. Callaway contained within Exhibit Number 5, Opinion re legality.

(1)Previously filed in Form S-1 Registration Statement, Registration No. 33-31940.

(2) Previously filed in Amendment No. 1 to Form S-1 Registration Statement, Registration No. 33-31940.

(3)Previously filed in Amendment No. 2 to Form S-1 Registration Statement, Registration No. 33-31940.

(4)Previously filed in Amendment No. 2 to Form S-1 Registration Statement, Registration No. 33-57052.

(5)Previously filed in Amendment No. 3 to Form S-1 Registration Statement, Registration No. 33-57052.

(6)Previously filed in Form S-1 Registration Statement, Registration No. 333-02249.

(7)Previously filed in Amendment No. 1 to Form S-1 Registration Statement, Registration No. 333-02249.

(8)Previously filed in Form S-1 Registration Statement, Registration No. 333-32784.

(9)Previously filed in Form S-1 Registration Statement, Registration No. 333-123529.

†Incorporated by reference.

Item 17.Undertakings.

(A)  The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(B)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officers or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama on April 19, 2007.

PROTECTIVE LIFE INSURANCE COMPANY
By:	/s/ JOHN D. JOHNS
	John D. Johns
	Chairman of the Board and President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

	Signature		Title		Date
(i) Principal Executive Officer
/s/ JOHN D. JOHNS John D. Johns		Chairman of the Board and President		April 19, 2007
(ii) Principal Financial Officer
/s/ GARY CORSI Gary Corsi		Executive Vice President and Chief Financial Officer		April 19, 2007
(iii) Principal Accounting Officer
/s/ STEVEN G. WALKER Steven G. Walker		Senior Vice President, Controller, and Chief Accounting Officer		April 19, 2007
(iv) Board of Directors:
/s/ JOHN D. JOHNS John D. Johns		Director		April 19, 2007

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	Signature		Title		Date
/s/ GARY CORSI Gary Corsi		Director		April 19, 2007
/s/ R. STEPHEN BRIGGS R. Stephen Briggs		Director		April 19, 2007

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EXHIBIT INDEX

Number		Description	Page in Sequential Numbering System Where Exhibit Located
5	Opinion re Legality
10(g)(4)	Amended and Restated Lease Agreement dated January 11, 2007 between Wachovia Development Corporation and Protective Life Insurance Company.
10(g)(5)	Amended and Restated Investment and Participation AGreement dated January 11, 2007 among Protective Life Insurance Company, Wachovia Development Corporation, Wachovia Bank, National Association, and Lease Participant Signitories.
23(a)	Consent of PricewaterhouseCoopers LLP
23(b)	Consent of Sutherland, Asbill & Brennan, LLP

EX-5

Exhibit 5

STEVE M. CALLAWAY

Senior Associate Counsel

Writer’s Direct Number: (205)268-3804

Facsimile Number: (205)268-3597

Toll-Free Number: (800)627-0220

April 19, 2007

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama 35223

Gentlemen:

This opinion is submitted with respect to the Form S-1 Registration Statement to be filed by Protective Life Insurance Company (the “Company”) with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, group and individual modified guaranteed annuity contracts issued by the Company and marketed under the name “Prosaver Platinum” (the “Contracts”). I have examined such documents and such law as I considered necessary and appropriate, and on the basis of such examination, it is my opinion that:

1.The Company is a corporation duly organized and validly existing as a stock life insurance company under the laws of the State of Tennessee and is duly authorized by the Department of Insurance of the State of Tennessee to issue the Contracts.

2.The Contracts, when issued as contemplated by the Form S-1 registration statement, will constitute legal, validly issued and binding obligations of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form S-1 registration statement for the Contracts.

Very truly yours,

/s/ Steve M. Callaway

Steve M. Callaway

Senior Associate Counsel

EX-10.(G)(4)

Exhibit 10(g)(4)

THIS DOCUMENT WAS PREPARED BY
AND IS TO BE RETURNED TO:	20070111000063800      1/47
	Bk: LR200701 Pg: 18463
Timothy W. Bratcher, Esq.	Jefferson County, Alabama
Jones Day	I certify this instrument filed on
1420 Peachtree Street, NE, Suite 800	01/11/2007 01:43:41 PM MTG
Atlanta, Georgia 30309-3053	Judge of Probate- Mark Gaines

AMENDED AND RESTATED LEASE AGREEMENT

Dated as of January 11, 2007

Between

Wachovia Development Corporation
(as assignee of Wachovia Capital Investments, Inc.),

as the Lessor,

and

Protective Life Insurance Company,

as the Lessee

THIS AMENDED AND RESTATED LEASE AGREEMENT AMENDS AND RESTATES THAT CERTAIN LEASE AGREEMENT DATED AS OF FEBRUARY 1, 2000, RECORDED AS INSTRUMENT NO. 200002/0944, IN THE PROBATE OFFICE OF JEFFERSON COUNTY, ALABAMA, AS PREVIOUSLY AMENDED. THIS AMENDED AND RESTATED LEASE AGREEMENT IS ALSO A MORTGAGE AND SECURITY AGREEMENT BETWEEN THE LESSEE, PROTECTIVE LIFE INSURANCE COMPANY, AS MORTGAGOR AND DEBTOR, AND THE LESSOR, WACHOVIA DEVELOPMENT CORPORATION, AS MORTGAGEE AND SECURED PARTY, SECURING INDEBTEDNESS IN THE PRINCIPAL AMOUNT OF $75,000,000. THE COLLATERAL SUBJECT TO THE SECURITY INTEREST INCLUDES PERSONAL PROPERTY THAT IS, OR MAY BECOME, FIXTURES ATTACHED TO THE REAL PROPERTY DESCRIBED IN THIS AMENDED AND RESTATED LEASE AGREEMENT. THIS AMENDED AND RESTATED LEASE AGREEMENT SHOULD BE FILED AND RECORDED IN THE REAL ESTATE RECORDS AS A LEASE AND AS A MORTGAGE AND FIXTURE FILING. WACHOVIA DEVELOPMENT CORPORATION SHOULD BE INDEXED AS THE GRANTOR OF THE LEASE AND THE GRANTEE (MORTGAGEE) OF THE MORTGAGE AND SECURITY INTEREST. PROTECTIVE LIFE INSURANCE COMPANY SHOULD BE INDEXED AS THE GRANTEE OF THE LEASE AND THE GRANTOR (MORTGAGOR) OF THE MORTGAGE AND SECURITY INTEREST. THE MAILING ADDRESSES OF THE LESSEE (MORTGAGOR AND DEBTOR) AND THE LESSOR (MORTGAGEE AND SECURED PARTY) FROM WHICH INFORMATION CONCERNING THE SECURITY INTEREST MAY BE OBTAINED ARE SET FORTH ON THE SIGNATURE PAGES HEREOF AND A STATEMENT INDICATING THE TYPES, OR DESCRIBING THE ITEMS, OF COLLATERAL ARE AS DESCRIBED IN SECTION 26 HEREOF.

THIS INSTRUMENT IS FILED AND SHALL CONSTITUTE A FIXTURE FILING IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7-9A-502(C) OF THE CODE OF ALABAMA.

THIS INSTRUMENT IS A “CONSTRUCTION MORTGAGE,” AS DEFINED IN SECTION 7-9A-334(H) OF THE CODE OF ALABAMA AND SECURES, AMONG OTHER OBLIGATIONS, AN OBLIGATION INCURRED FOR THE CONSTRUCTION OF AN IMPROVEMENT ON LAND.

TABLE OF CONTENTS

Section 1.	Defined Terms	1
Section 2.	Lease of Facility	2
Section 3.	Payments	2
Section 4.	Anti-Terrorism Laws	6
Section 5.	Title to Facility	6
Section 6.	Title to Remain in the Lessor	6
Section 7.	Maintenance of the Facility; Operations	6
Section 8.	Modifications	8
Section 9.	Further Assurances	8
Section 10.	Compliance with Governmental Requirements and Insurance Requirements: Related Contracts	9
Section 11.	Condition and Use of Facility; Quiet Enjoyment	9
Section 12.	Liens	11
Section 13.	Permitted Contests	11
Section 14.	Insurance, etc	12
Section 15.	Termination; Cancellation; Purchase Option	14
Section 16.	Transfer of Title on Removal of Facility; Expenses of Transfer	16
Section 17.	Events of Default and Remedies	18
Section 18.	Change in the Lessee’s Name or Structure	20
Section 19.	Inspection; Right to Enter Premises of the Lessee	20
Section 20.	Right to Perform the Lessee’s Covenants; The Administrative Agent	20
Section 21.	Participation by Co-Lessees or Sublessees	21
Section 22.	Notices	22
Section 23.	Amendments and Waivers	23
Section 24.	Severability	23
Section 25.	Federal Income Tax Considerations	23
Section 26.	Other Provisions	23
Section 27.	Miscellaneous	31

EXHIBIT A	Description of Site
EXHIBIT B	Other Defined Terms
SCHEDULE 14	Insurance Requirements

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AMENDED AND RESTATED LEASE AGREEMENT

This Amended and Restated Lease Agreement dated as of January 11, 2007, (as the same may be amended, restated, modified or supplemented from time to time, this “Lease”) is between Wachovia Development Corporation, a North Carolina corporation (together with its successors and permitted assigns, the “Lessor”), and Protective Life Insurance Company, a Tennessee corporation (together with its successors and permitted assigns, the “Lessee”).

RECITALS

WHEREAS, pursuant to the Original Ground Lease (as this and other terms used in these recitals are defined in accordance with Section 1 below), WCI acquired a ground lease of certain real property located in Jefferson County, Alabama, described in greater detail in Exhibit A, attached hereto and made a part hereof (the “Site”), and, pursuant to the Original Lease Documents, constructed and installed on the Site an annex office building and a related parking deck and related enhancements and improvements, including furniture, fixtures and equipment, all of which comprise the Facility; and

WHEREAS, WCI has assigned 100% of its right, title, and interest in and to the Original Lease Documents to Lessor pursuant to the terms of the Lessor Assignment Agreement; and

WHEREAS, the Lessee has requested to refinance and extend the maturity of the Original Lease Agreement by, among other things, entering into that certain Amended and Restated Ground Lease dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Ground Lease”), that certain Amended and Restated Investment and Participation Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Investment Agreement”), and this Lease; and

WHEREAS, subject to the terms and conditions of this Lease, the Lessee desires to continue to lease from the Lessor the ground lease interest in the Site and such enhancements and Improvements beginning on the Lease Commencement Date for the purpose of continuing to occupy and use the Site and such enhancements and Improvements as an annex office building and parking deck in accordance with the amended and restated terms and conditions set forth in this Lease.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessor and the Lessee agree as follows:

Section 1.  Defined Terms.

  (i) In this Lease, the terms “Lease,” “Lessee,” and “Lessor” shall have the meanings indicated above.

  (ii) As used in this Lease, all capitalized terms used in this Lease and not otherwise defined herein or as set forth on Exhibit B shall have the meanings assigned such terms in Schedule 1.02 to the Investment Agreement, the terms and provisions of which schedule are incorporated herein by reference and made a part hereof.

Section 2.  Lease of Facility.

(a) During the term of and subject to the terms and conditions of this Lease, the Lessor hereby leases to the Lessee, and the Lessee hereby leases from the Lessor, the Facility for the Lease Term to be occupied and used for and only for the Permitted Use with respect to the Basic Term.  The entire Facility shall become subject to this Lease as of the effective date hereof.

(b) Unless earlier terminated in accordance with the other provisions hereof, including without limitation, Sections 15 and 17, this Lease shall terminate on the Scheduled Lease Termination Date.

The Lessee shall give to the Lessor written notice as provided below under the circumstances described below specifying its election as to which of the options under Section 15(a)(ii) of this Lease the Lessee intends to exercise upon the applicable Lease Termination Date:

(x) in the case of a termination on the Scheduled Lease Termination Date, the Lessee shall give the Lessor notice of such election on any date that is not less than 12 months and no more than 18 months prior to the then current Scheduled Lease Termination Date; and

(y) if the Lessor (acting, in accordance with Section 9.02(f) of the Investment Agreement, of its own accord or at the direction of the Majority Funding Parties) elects to terminate this Lease due to a Limited Recourse Event of Default, the Lessee shall give the Lessor notice of such election within 5 Business Days of the date the Lessee receives such written notice of the Lessor’s election to terminate this Lease due to such Limited Recourse Event of Default.

In the event the Lessee fails to give timely written notice of such election to the Lessor on or before the dates herein provided, the Lessee shall be deemed to have elected to purchase the Facility on the Lease Termination Date for the Purchase Price.

Section 3.  Payments.

(a) Basic Rent.  The Lessee shall pay to the Lessor on the Rent Payment Date for each Rental Period the amount of Basic Rent due for such Rental Period during the Basic Term.

(b) Final Rent Payment.  On the earlier to occur of the Scheduled Lease Termination Date or the Option Date, Lessee shall pay to the Lessor the Final Rent Payment or, if the Company has elected to purchase the Facility, the Purchase Price.

(c) Supplemental Rent.  In addition to Basic Rent and the Final Rent Payment, the Lessee will also pay to the Lessor, from time to time, within 10 Business Days after demand by the Lessor, or otherwise as and when due pursuant to the Operative Documents, as additional rent (“Supplemental Rent”) the following (but without duplication of any amounts included in the calculation of Rent):

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(i) all out-of-pocket costs and expenses reasonably incurred by the Lessor and the Administrative Agent in connection with the preparation, negotiation, execution, delivery, performance and administration of this Lease and the other Operative Documents, including, but not limited to, the following: (A) fees and expenses of the Lessor and the Administrative Agent, including, without limitation, reasonable attorneys’ fees and expenses and the fees and expenses for the Approved Appraisal, the Related Contracts, and the Survey, the Environmental Assessment, the title policy referred to in Section 6.01(k) of the Investment Agreement; (B) all other amounts owing to the Lessor, the Administrative Agent, and the Lease Participants pursuant hereto or any other Operative Documents, including, without limitation, the Upfront Supplemental Rent, the Arranger’s Supplemental Rent and the Administrative Supplemental Rent payable pursuant to Section 2.04 of the Investment Agreement, and all fees, indemnities, expenses, compensation in respect of increased costs of any kind or description payable under the Investment Agreement or any other Operative Document; (C) all yield maintenance, capital adequacy and other costs contemplated under Article V of the Investment Agreement, and (D) all out-of-pocket costs and expenses incurred by the Lessor or the Administrative Agent (and, in the case of clause (3) below, any Lease Participant) after the date of this Lease (including, without limitation, reasonable attorneys’ fees and expenses and other expenses and disbursements reasonably incurred) associated with (1) negotiating and entering into, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to this Lease; (2) any Loss Event, Casualty Occurrence or termination of this Lease; and (3) any Default or Event of Default and the enforcement and preservation of the rights or remedies of the Lessor under this Lease and the other Operative Documents and all reasonable costs and expenses incurred by the Lessor or the Administrative Agent or any of their affiliates in syndicating to Lease Participants on or about the Restatement Closing Date all or any part of its interests under the Operative Documents, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for the Lessor, the Administrative Agent, or their affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any fees paid to the Lessor or any Lease Participant purchasing such an interest after the Restatement Closing Date; and

(ii) all other amounts that the Lessee agrees herein to pay other than Basic Rent, the Final Rent Payment and amounts described in clause (i) above.

(d) Computations.  All computations of Basic Rent shall be made by the Lessor on the basis of a year of 360 days (or, in the case of computations based on the Base Rate, 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the Rental Period for which such Basic Rent payments are payable.  Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Rent; provided, however, that if

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such extension would cause payment of Basic Rent to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) No Offsets.  This Lease is an absolute net lease, and Rent and all other sums payable by the Lessee hereunder shall be paid without notice except as otherwise expressly provided herein, and the Lessee shall not be entitled to any abatement, reduction, setoff, counterclaim, defense or deduction with respect to any Rent or other sums payable hereunder.  The obligations of the Lessee to pay Rent and all other sums payable hereunder shall not be affected by reason of: (i) any damage to, or destruction of, the Facility or any part thereof by any cause whatsoever (including, without limitation, fire, casualty or act of God or enemy or any other force majeure event); (ii) any condemnation, including, without limitation, a temporary condemnation of the Facility or any part thereof; (iii) any prohibition, limitation, restriction or prevention of the Lessee’s use, occupancy or enjoyment of the Facility or any part thereof by any Person (other than by the Lessor in violation of this Lease); (iv) any matter affecting title to the Facility or any part thereof; (v) any eviction of the Lessee from, or loss of possession by the Lessee of, the Facility or any part thereof, by reason of title paramount or otherwise (other than by the Lessor in violation of this Lease); (vi) any default by the Lessor hereunder or under any other Operative Document; (vii) the invalidity or unenforceability of any provision hereof or the impossibility or illegality of performance by the Lessor or the Lessee or both; (viii) any action of any Governmental Authority; or (ix) any other Loss Event, Casualty Occurrence or other cause or occurrence whatsoever, whether similar or dissimilar to the foregoing.  The Lessee shall remain obliged under this Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid this Lease, except as expressly provided in Section 15, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting the Lessor or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.  The Lessee waives all rights to terminate or surrender this Lease, except as expressly provided in Section 15, or to any abatement or deferment of Rent or other sums payable hereunder.  The Lessee hereby waives any and all rights now or hereafter conferred by law or otherwise to modify or to avoid strict compliance with its obligations under this Lease.  All payments made to the Lessor hereunder as required hereby shall be final and irrevocable, and the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error.

(f) Taxes.  Subject to the Lessee’s contest rights under Section 13, all payments of Rent and all other amounts to be paid by the Lessee hereunder to the Lessor shall be made without deduction for, and free from, any taxes, imposts, levies, duties, deductions or withholdings of any nature now or at any time hereafter imposed by any Governmental Authority or by any taxing authority thereof or therein imposed or levied upon, assessed against or measured by any Rent or other sums payable hereunder excluding taxes imposed on or measured by the net income or net worth of the Lessor or any Lease Participant and franchise taxes imposed on the Lessor or any Lease Participant, and any tax arising by reason of a connection between the Lessor or any Lease Participant or the jurisdiction of the Lessor or any Lease Participant or the Applicable Funding Office of the Lessor or any Lease Participant and the jurisdiction imposing such tax (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”).  In the event that the Lessee is required by applicable law to make any such withholding or deduction of Taxes with respect to any Rent or other amount, the Lessee shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Lessor or such Lease Participant in respect of which such deduction

4

or withholding is made all receipts and other documents evidencing such payment and shall pay to the Lessor or such Lease Participant additional amounts as may be necessary in order that the amount received by the Lessor or such Lease Participant after the required deduction or withholding shall equal the amount the Lessor or such Lease Participant would have received had no such deduction or withholding been made.  In addition, the Lessee agrees that it will promptly pay all other Impositions imposed upon or levied or assessed against the Facility or any part thereof, or against the Lessor or any Lease Participant in connection with the transactions contemplated by this Lease and the other Operative Documents, or any sums levied in connection with the execution, delivery or recording of the Operative Documents, and will furnish to the Lessor or any Lease Participant upon request copies of official receipts or other proof evidencing such payment; provided, however, that the Lessee shall not be obligated to pay (i) any Impositions that are excluded from the definition of Taxes; or (ii) any Impositions attributable to the gross negligence or willful misconduct of the Lessor or any Lease Participant. The Lessee further agrees that, subject to its contest rights under Section 13, it will, at its expense, do all things required to be done by the Lessor in connection with the levy, assessment, billing or payment of any Impositions that it is required to pay pursuant to the preceding sentence, and is hereby authorized by the Lessor or any Lease Participant to act for and on its behalf in any and all such respects and to prepare and file, on behalf of the Lessor or any Lease Participant, all tax returns and reports required to be filed by the Lessor or any Lease Participant (other than federal income tax returns and documents related thereto, subject to Section 25) concerning the Facility.  The Lessee’s payment obligations under this
Section 3(f) shall survive the termination of this Lease.  In the event that any withholding or deduction from any payment to be made by the Lessee hereunder is required in respect of any Imposition pursuant to any Governmental Requirement, then the Lessee will:

(1) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted;

(2) promptly forward to the Lessor, if available, an official receipt or other documentation satisfactory to the Lessor evidencing such payment to such Governmental Authority; and

(3) pay to the Lessor or any Lease Participant, as applicable, such additional amount or amounts as is necessary to ensure that the net amount actually received by the Lessor or such Lease Participant will equal the full amount the Lessor or such Lease Participant would have received had no such withholding or deduction been required.

(g) Payments to the Lessor; Payments to the Administrative Agent on Lessor’s Behalf.  The Lessee acknowledges and agrees that, pursuant to Section 10.02 of the Investment Agreement, Lessor and the Lease Participants have appointed the Administrative Agent to, among other things, receive on their behalf and for their account all payments which are otherwise to be made directly to Lessor or the Lease Participants, as applicable, under the Operative Documents and to disburse on behalf of Lessor all payments which are otherwise to be made by Lessor under the Operative Documents, and Lessee agrees that it shall pay all amounts due under this Lease to the Lessor or the Lease Participants directly to the Administrative Agent on the Lessor’s or Lease Participants’ behalf, as applicable, and for the Lessor’s or Lease Participants’ account, as applicable.  Receipt of any such payments by the Administrative Agent shall constitute constructive receipt thereof by the Lessor or the Lease Participants, as applicable.  All such payments required to be made to the Lessor shall be made not later than 1:00 P.M.,

5

Charlotte, North Carolina, time, on the date due, in immediately available funds, to such account as the Lessor shall specify from time to time by notice to the Lessee.  Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, except as otherwise expressly provided herein or in the Investment Agreement, such payment shall be made on the next succeeding Business Day and such extension shall be included in computing Rent, interest, yield and fees, if any, in connection with such payment.

(h) Default Rate.  The Lessee shall pay on demand to the Lessor interest at the Default Rate on all amounts payable by the Lessee to the Lessor hereunder or under the Operative Documents in respect of overdue principal of, Yield on, and other amounts owing in respect of all Rent and all other amounts payable under this Lease, the Investment Agreement or any of the other Operative Documents, from the due date thereof until paid in full.

Section 4.  Anti-Terrorism Laws.  Lessee shall, at its expense, comply with all Anti-Terrorism Laws and will comply in all respects with all terms and conditions set forth in the Investment Agreement relating to Anti-Terrorism Laws, all of which are incorporated herein by this reference.

Section 5.  Title to Facility.  Title to all components of the Facility are vested in and shall remain in the Lessor, and such components shall be subject to the terms and conditions of this Lease.

Section 6.  Title to Remain in the Lessor.  The Lessor shall own 100% of the ground lease of the Site and the legal and beneficial interest in the remainder of the Facility.  All accessories, equipment, parts, fixtures and devices affixed or placed on the Facility from time to time by the Lessee, other than “Excluded Equipment,” and all modifications, alterations, renovations or improvements to the Facility made by the Lessee shall be and become part of the Facility for the purposes of this Lease and shall be Property of the Lessor subject to the terms of this Lease; provided that the Lessor’s interest in any part of the Facility that is replaced by the Lessee pursuant to and as permitted by the terms of this Lease shall be deemed released from this Lease (and the Collateral) and thereupon become the Property of the Lessee automatically, without further action by the Lessor, and the Lessor shall perform all acts and execute all documents that the Lessee reasonably requests to give effect to the foregoing at the expense of the Lessee, including the execution and delivery of bills of sale and other documents of transfer.  This Lease shall not give or grant to the Lessee any right, title or interest in or to the Facility, except the rights expressly conferred by this Lease.  The term “Excluded Equipment” shall mean any computer equipment, telephone equipment, copier equipment, facsimile equipment or other office equipment which is (i) acquired by the Lessee with its own funds or leased under separate lease agreements from third party lessors and not acquired in whole or in part with the proceeds of Lessor Investments, and (ii) does not constitute a modification or replacement of or supplement or accession to any part of the Facility.

Section 7.  Maintenance of the Facility; Operations.

(a) The Lessee shall, and it shall require and cause any and all employees, contractors, subcontractors, agents, representatives, affiliates, consultants and occupants at the Lessee’s own cost and expense to: (i) cause the Facility to be maintained in all material respects in good operating order, repair and condition, in accordance with prudent industry practice and any applicable manufacturer’s or supplier’s manuals or warranties, subject to normal wear and

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tear, and take all action, and make all changes and repairs, structural and non-structural, foreseen and unforeseen, ordinary and extraordinary, which are required pursuant to any Governmental Requirement or Insurance Requirement at any time in effect to assure full compliance therewith in all material respects; and (ii) do all things necessary to prevent the incurrence of any Environmental Damages or Environmental Liabilities relating to the Facility or any business conducted in or relating to the Facility or the Site, and cause the Facility to continue to have at all times, in all material respects, and in compliance with all applicable Governmental Requirements and Insurance Requirements, the capacity and functional ability to perform, on a continuing basis (subject to normal interruption in the ordinary course of business for maintenance, inspection, service, repair and testing) and in commercial operation, the functions for which it was designed as specified in the Facility Plan and to be utilized commercially for the Permitted Use.

(b) The Lessee shall, and it shall require and cause any and all employees, contractors, subcontractors, agents, representatives, affiliates, consultants and occupants at the Lessee’s own cost and expense to, promptly replace, or cause to be replaced, any part of the Facility which may from time to time be incorporated or installed in or attached to the Facility, and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, obsolete or permanently rendered unfit for use for any reason whatsoever.  All replacement parts shall be free and clear of all Liens other than Permitted Liens, and, except for temporary accessions and replacement parts utilized pending installation of permanent replacement parts, shall be of a type customarily used in the industry at such time for such purpose, shall be in as good operating condition as, and shall have a utility and useful life at least equal to, the parts replaced (assuming such replaced parts were in the condition and repair required to be maintained by the terms hereof) and shall have a value at least equal to the parts replaced (assuming such replaced parts were in the condition and repair required to be maintained by the terms hereof).

(c) Notwithstanding the provisions of Section 8 and the foregoing provisions of this Section 7, the Lessee shall not (except as may be required by any Governmental Requirement) remove, replace or alter any part of the Facility or affix or place any accessory, equipment, part or device on any part of the Facility, if such removal, replacement, alteration or addition would impair the originally intended function or use of the Facility so as to materially reduce the value of the Facility taken as a whole, or materially decrease the estimated useful life of the Facility.

(d) The Lessor shall not be required in any way to maintain, repair or rebuild the Facility or any part thereof and the Lessee waives any right it may now or hereafter have to make any repairs at the expense of the Lessor pursuant to any Governmental Requirement at any time in effect or otherwise.

(e) The Lessee shall, and it shall require and cause any and all employees, contractors, subcontractors, agents, representatives, affiliates, consultants and occupants at the Lessee’s own cost and expense to: (i) comply in all material respects with all applicable Environmental Requirements with regard to the Facility and all parts thereof; and (ii) use, employ, process, emit, generate, store, handle, transport, dispose of and/or arrange for the disposal of, any and all Hazardous Materials in, on or, directly or indirectly, related to or in connection with the Facility or any part thereof in a manner consistent with prudent industry practice and in compliance with any applicable Environmental Requirement.  The Lessor and the Lessee hereby acknowledge and agree that the Lessee’s obligations hereunder with respect to

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Environmental Requirements are intended to bind the Lessee with respect to matters and conditions involving the Facility or any part thereof.

Section 8.  Modifications.

(a) The Lessee shall make no modifications, alterations, renovations or improvements to the Facility without the prior written consent of the Lessor, provided however, that subject to the terms of Section 8(b), the Lessee shall have the right to make modifications, alterations, renovations or improvements to the Facility so long as such modifications, alterations, renovations or improvements do not (except as may be required by any Governmental Requirement) (i) materially reduce the value of the Facility as a whole; (ii) materially and adversely affect the capacity and performance of the Facility on a continuing basis in commercial operation of the function for which the Facility was designed as specified in the Facility Plan; (iii) materially deviate from the Facility Plan; or (iv) materially and adversely affect the estimated useful life of the Facility.  Within 20 Business Days of the end of each calendar quarter, an Authorized Officer of the Lessee shall deliver to the Lessor a schedule certifying to the Lessor’s reasonable satisfaction: (x) the nature of the repairs, replacements, modifications, alterations, renovations or improvements to the Facility made during such quarter having a cost of at least $500,000 at the time made, and (y) that the Facility continues to have, in all material respects, the capacity and functional ability to perform on a continuing basis (subject to normal interruption in the ordinary course of business for maintenance, inspection, service, repair and testing) and in commercial operation, the functions for which it was designed as specified in the Facility Plan or, if not, specifying the reason for any such deficiency, including, without limitation, the occurrence and nature of any Loss Event or Casualty Occurrence with respect to the Facility.

(b) If the Lessee determines that any part of the Facility is no longer necessary for the performance of the Facility on a continuing basis in commercial operation of the function for which the Facility was designed as specified in the Facility Plan, then the Lessee (except when such action or removal may be required by any applicable Governmental Requirement, in which event, the Lessee shall promptly give the Lessor notice of such action or removal) shall give the Lessor at least 30 days’ notice prior to taking any action as the result of such determination and shall not remove any such part unless and until the Lessor has determined that (i) such part is no longer necessary for the performance of the Facility on a continuing basis in commercial operation of the function for which the Facility was designed in all material respects as specified in the Facility Plan, (ii) removal of such part does not materially reduce the value of the Facility as a whole, and (iii) removal of such part does not materially decrease the estimated useful life of the Facility.  This Section 8(b) shall not apply to worn out or obsolete Property or damaged Property (to the extent such damage does not constitute a Casualty Occurrence or Loss Event) removed and replaced by the Lessee in accordance with Section 7(b).

Section 9.  Further Assurances.  The Lessee, at its expense, shall execute, acknowledge and deliver from time to time such further counterparts of this Lease or a memorandum of this Lease acceptable to the Lessor or such affidavits, certificates, certificates of title, bills of sale, financing and continuation statements, consents and other instruments as may be required by applicable law or reasonably requested by the Lessor in order to evidence the Lessor’s ground lease of the Site and title to the remainder of the Facility and the Lessor’s interests in this Lease, and shall, at the Lessee’s expense, cause such documents to be recorded, filed or registered in such places as the Lessor reasonably may request and to be re-recorded,

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refiled or re-registered in such places as may be required by applicable law or at such times as may be required by applicable law in order to maintain and continue in effect the recordation, filing or registration thereof.  The Lessor shall not grant or create any Lien on the Facility to any Person except Permitted Liens, Liens in favor of the Lessor (for itself and in trust for the Lease Participants) and Liens pursuant to this Lease, the Security Instruments and the other Operative Documents.

Section 10.  Compliance with Governmental Requirements and Insurance Requirements: Related Contracts.  The Lessee, at its expense, will comply with all Governmental Requirements applicable to the Facility or any part thereof or the ownership, construction, operation, mortgaging, occupancy, possession, use, non-use or condition of the Facility or any part thereof, all Insurance Requirements, and all instruments, contracts or agreements affecting title to ownership of the Facility or any part thereof.  In addition, the Lessee (as Lessee under this Lease or as Lessor’s agent in accordance with Section 8.30 of the Investment Agreement), so long as Lessor (acting, in accordance with Section 9.02(a) of the Investment Agreement, of its own accord or at the direction of the Majority Funding Parties) has not commenced the exercise of remedies under the Operative Documents, is hereby authorized by the Lessor to, and shall, fully and promptly keep, observe, perform and satisfy on behalf of the Lessor any and all obligations, conditions, covenants and restrictions of or on the Lessor or the Lessee under any and all Related Contracts so that there will be no default thereunder and so that the other parties thereunder shall be, and remain at all times, obliged to perform their obligations thereunder, and the Lessee, to the extent within its control, shall not permit to exist any condition, event or fact that could allow or serve as a basis or justification for any such Person to avoid such performance.

Section 11.  Condition and Use of Facility; Quiet Enjoyment.

(a) THE FACILITY IS LEASED AND THE LESSEE ACCEPTS AND TAKES POSSESSION OF THE FACILITY AS IS, WHERE IS, AND WITH ALL FAULTS AND IN THE CONDITION THEREOF AND SUBJECT TO THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, THE STATE OF THE TITLE THERETO, THE RIGHTS OF OWNERSHIP THEREIN AND SUBJECT TO ALL GOVERNMENTAL REQUIREMENTS NOW IN EFFECT OR HEREAFTER ADOPTED, IN EACH CASE AS IN EXISTENCE WHEN THE SAME FIRST BECOMES SUBJECT TO THIS LEASE, WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND AS TO TITLE BY THE LESSOR (OTHER THAN, AS TO THE LESSOR, THE ABSENCE OF ANY “LESSOR LIENS,” AS DEFINED IN SECTION 16(a) HEREOF), ANY LEASE PARTICIPANT OR ANY PERSON ACTING ON BEHALF OF ANY OF THEM.  THE LESSEE ACKNOWLEDGES AND AGREES THAT THE FACILITY HAS NOT BEEN SELECTED BY THE LESSOR, ANY LEASE PARTICIPANT, ARRANGER, OR ADMINISTRATIVE AGENT THAT NONE OF THE LESSOR, ANY LEASE PARTICIPANT, ARRANGER, OR ADMINISTRATIVE AGENT HAS SUPPLIED ANY SPECIFICATIONS WITH RESPECT TO THE FACILITY AND THAT NONE OF THE LESSOR, ANY LEASE PARTICIPANT, ARRANGER, OR ADMINISTRATIVE AGENT (I) IS A VENDOR OF, OR MERCHANT OR SUPPLIER WITH RESPECT TO, ANY OF THE PROPERTY COMPRISING THE FACILITY OR ANY PROPERTY OF SUCH KIND, (II) HAS MADE ANY RECOMMENDATION, GIVEN ANY ADVICE OR TAKEN ANY OTHER ACTION WITH RESPECT TO THE

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CHOICE OF ANY MANUFACTURER, SUPPLIER OR TRANSPORTER OF, OR ANY VENDOR OF OR OTHER CONTRACTOR, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO PROPERTY COMPRISING THE FACILITY, (III) HAS AT ANY TIME HAD PHYSICAL POSSESSION OF ANY SUCH PROPERTY, (IV) HAS MADE OR IS MAKING ANY WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE FACILITY, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, THE DESIGN, CONDITION, QUALITY OF MATERIAL OR WORKMANSHIP, CONFORMITY TO SPECIFICATIONS, FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT, ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WHETHER ARISING PURSUANT TO THE UCC OR ANY OTHER PRESENT OR FUTURE LAW OR OTHERWISE, OR COMPLIANCE WITH APPLICABLE PERMITS OR OTHER GOVERNMENTAL REQUIREMENTS, OR (V) SHALL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LIABILITY IN TORT, STRICT OR OTHERWISE).  IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE FACILITY OR ANY PROPERTY OR OTHER ITEM CONSTITUTING A PART THEREOF, WHETHER PATENT OR LATENT, NONE OF THE LESSOR, ANY LEASE PARTICIPANT, ARRANGER, OR ADMINISTRATIVE AGENT SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO.  THE PROVISIONS OF THIS SECTION 11 HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY THE LESSOR, THE LEASE PARTICIPANTS, ARRANGER, AND ADMINISTRATIVE AGENT WITH RESPECT TO THE FACILITY OR ANY PROPERTY OR OTHER ITEM CONSTITUTING A PART THEREOF, WHETHER ARISING PURSUANT TO THE UCC OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT.

(b) The Lessor hereby assigns to the Lessee, until the occurrence of a Cancellation Event or Termination Event hereunder, the benefits in respect of any Vendor’s warranties or undertakings, express or implied, relating to the Facility (including any labor, equipment or parts supplied therewith), and, to the extent assignment of the same is prohibited or precludes enforcement of any such warranty or undertaking, the Lessor hereby subrogates the Lessee to its rights in respect thereof.  The Lessor hereby authorizes the Lessee, at the Lessee’s expense, to assert any and all claims and to prosecute any and all suits, actions and proceedings, in its own name or in the name of the Lessor, in respect of any such warranty or undertaking and, except during the continuance of an Event of Default, or after the occurrence of a Cancellation Event or Termination Event hereunder, to retain the proceeds received, and after the termination of this Lease or after the occurrence of a Cancellation Event or Termination Event, to pay the same in the form received (with any necessary endorsement) to the Lessor.

(c) The Lessee may use the Facility for the Permitted Use provided that the value of the Facility is not diminished by any such use other than as a result of normal wear and tear in the ordinary course of business.  During the term of this Lease, the Lessor covenants that unless a Cancellation Event or a Termination Event has occurred and is continuing and except as may arise under a Permitted Lien or as may otherwise be contemplated under the Operative Documents, the Lessor will not, and will not permit any party claiming by, through or under the Lessor to, interfere with the peaceful and quiet possession and enjoyment of the Facility by the

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Lessee; provided, however, that the Lessor and the Lease Participants and their respective successors, assigns, representatives and agents may, upon reasonable notice to the Lessee, enter upon and examine the Facility or any part thereof at reasonable times, subject to the provisions of Section 19; and provided further, however, that the Lessor is not hereby warranting the state or quality of the title to any part of the Facility.  Any failure by the Lessor to comply with the foregoing provisions of this Section 11(c) shall not give the Lessee any right to cancel or terminate this Lease, or to abate, reduce or make reduction from or offset against any Rent or other sum payable under this Lease or any other Operative Document, or to fail to perform or observe any other covenant, agreement or obligation hereunder or thereunder.  The Lessee will not do, or fail to do, or permit or suffer to exist any act or thing, which action or thing or failure might impair the value, use or usefulness of the Facility for the Permitted Use in accordance with the design of the Facility, ordinary wear and tear excepted.

Section 12.  Liens.  The Lessee will not directly or indirectly create, or permit to be created or to remain, and at the Lessee’s expense will discharge within 30 days of notice of the filing or assertion thereof, by bond, deposit or otherwise, any Lien upon the Lease or the Facility except (i) any Lien being contested as permitted by and in accordance with Section 13, or (ii) Permitted Liens.  The Lessor agrees that the Lessee shall have during the term of this Lease the exclusive right (so long as no Event of Default has occurred and is continuing) to grant, create or suffer to exist Permitted Liens in the ordinary course of business and in accordance with prudent industry practices, provided that the fair market value or use of the Facility or the applicable part thereof for the Permitted Use is not materially lessened thereby.  The Lessor agrees to execute such documents and take all other actions as shall be reasonably necessary, and otherwise to cooperate with the Lessee in connection with the matters described above, provided that all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Lessor in connection therewith shall be borne by the Lessee, and the Lessor shall not be required to execute any document that would, in the opinion of the Lessor, materially and adversely affect the value or use of the Facility or any part thereof for the Permitted Use or otherwise materially and adversely affect the transactions contemplated by the Operative Documents or the interests of the Lessor or the Lease Participants in the Facility or under the Operative Documents or otherwise.

(a) The Lessor will not directly or indirectly create, or permit to be created or to remain, and will discharge, any Lien of any nature whatsoever on, in or with respect to, its interest in the Facility arising by or through it or its actions, except Permitted Liens.

(b) The Lessee will not directly or indirectly sell, transfer, or otherwise dispose of its interest in the Facility.

Section 13.  Permitted Contests.  Notwithstanding any other provision of this Lease to the contrary, after prior written notice to the Lessor and provided there is no material risk of sale, forfeiture or loss of the Facility or any material part thereof, the Lessee may at its expense contest any Imposition which it is required to pay hereunder, by appropriate proceedings conducted in good faith and with due diligence, so long as such proceedings are effective to prevent the collection of such Imposition from the Lessor or the Lease Participants or against the Facility or any part thereof (or if such amounts have been paid by the Lessee under protest in connection therewith); provided, however, that the actions of the Lessee, as authorized by this Section 13, shall be subject to the express written consent of the Lessor if such actions would subject the Lessor or any such Lease Participant or the Facility or any part thereof to any liability

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or loss not indemnified in full by the Lessee hereunder or any sanction, criminal or otherwise, for failure to pay any such Imposition.  The Lessee will pay, and save the Lessor and each such Lease Participant harmless against, all losses, Judgments and reasonable costs, including reasonable attorneys’ fees and expenses, in connection with any such contest and will, promptly after the final determination of such contest, pay and discharge the amounts which shall be imposed or determined to be payable therein, together with all penalties, costs and expenses incurred in connection therewith.  The Lessee shall prevent any foreclosure, judicial sale, taking, loss or forfeiture of the Facility or any part thereof, or any interference with or deductions from any Rent or any other sum required to be paid by the Lessee hereunder by reason of such nonpayment or nondischarge of an Imposition.  The Lessor shall cooperate with the Lessee in any contest and shall allow the Lessee to conduct such contest (in the name of the Lessor, if necessary) at the Lessee’s sole cost and expense; and the Lessee shall indemnify and hold the Lessor harmless from and against all liabilities, costs and expenses in connection with such contest.  The Lessee shall notify the Lessor of each such proceeding within 10 days after the commencement thereof, which notice shall describe such proceeding in reasonable detail.

Section 14.  Insurance, etc.

(a) The Lessee will, at its own expense, purchase and maintain, or cause to be purchased and maintained throughout the term of this Lease, insurance with respect to its business and the Facility in accordance with the requirements of Schedule 14.

(b) The Lessee shall bear all risk of loss (including any Loss Event or Casualty Occurrence), whether by casualty, theft, taking, confiscation or otherwise, with respect to the Facility or any part thereof, at all times during the term of this Lease until possession of the Facility has been accepted by the Lessor pursuant to Section 17.

(c) So long as no Termination Event or Cancellation Event shall have occurred, any payments, whether constituting insurance proceeds, amounts paid by any Governmental Authority or otherwise, received by the Lessee or the Lessor upon the occurrence of any loss with respect to the Facility or part thereof (other than a Casualty Occurrence), whether as a result of casualty, theft, taking or other confiscation, shall be applied in payment for necessary repairs and replacement to the Facility in accordance with Section 7 or, to the extent the costs of such repairs and replacement shall have been paid by the Lessee, to reimburse the Lessee.  The Lessee shall be entitled to retain any excess funds remaining after necessary repairs and replacements have been completed and all costs therefor paid in full.  Upon the occurrence of any Termination Event or Cancellation Event, the Lessor shall be entitled to receive and retain any such payments for application to the obligations of the Lessee hereunder.

(d) Upon a Casualty Occurrence, the Lessee shall give prompt notice thereof to the Lessor and shall within 60 days of the date of such Casualty Occurrence either (i) offer to purchase the whole of the Facility for the Purchase Price as provided in Section 15(b)(ii), or (ii) provide the Lessor with a replacement plan acceptable to the Lessor setting forth how the Lessee shall replace, or cause to be replaced, at the Lessee’s own cost and expense, in no event later than the Scheduled Lease Termination Date such part of the Facility that is the subject of a Casualty Occurrence in accordance with this Section 14(d) and Section 7.  If the Lessee chooses the option set forth in clause (ii) of the preceding sentence, within the later to occur of (x) 60 days after the date of the Casualty Occurrence and (y) satisfaction of all applicable Governmental Requirements, and obtaining all authorizations of Governmental Authorities, required therefor

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(but in no event later than 180 days after the date of the Casualty Occurrence), the Lessee shall have commenced repairs or replacements as specified in the replacement plan and shall thereafter proceed diligently with such repairs and replacements to completion.  After completion of the repairs and replacements, the Lessee shall demonstrate to the satisfaction of the Lessor that operations, capacity and production from the Facility have been restored to the standards required for “Completion” (as such term was defined and used in the Original Lease Documents).

(e) All replacement Property of the Facility (other than temporary replacement parts and equipment installed pending installation of permanent replacement Property) installed pursuant to Section 14(d) shall be free and clear of all Liens except Permitted Liens, and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Property replaced immediately prior to the Casualty Occurrence to which such Property was subject.  For purposes of this Lease (including without limitation Section 14(d) and Section 7), the Funded Amount and book value of the replacement Property shall be deemed to equal the Funded Amount and book value of the part(s) replaced thereby.  All Property of the Facility at any time removed from this Lease pursuant to Section 14(d) and Section 7 shall remain the property of the Lessor, no matter where located, until such time as insurance proceeds have been received by the Lessor at least equal to the book value of such part of the Facility or such part shall be replaced by suitable items that have been incorporated or installed on or attached to the Facility and that meet the requirements specified above.  Immediately upon any permanent replacement Property becoming incorporated or installed on or attached to the Facility as provided above, without further act, such permanent replacements shall become subject to this Lease and be deemed part of the Facility for all purposes hereof to the same extent as any other parts of the Facility.  All amounts of insurance proceeds for Property losses and all other proceeds (whether resulting from damage or destruction or from condemnation, confiscation or seizure) relating to the Facility shall be held and released, together with accrued interest thereon, as hereinafter provided.  So long as a Cancellation Event or Termination Event shall not have occurred, and provided that the Lessor shall have received a written application of the Lessee accompanied by a certificate of an Authorized Officer of the Lessee showing in reasonable detail the nature of any necessary repair, rebuilding and restoration, the actual cash expenditures necessary for such repair, rebuilding and restoration, the expected total expenditures required to complete such work and evidence that sufficient funds are or will be available to complete such work on a timely basis (such certificate to be acceptable to the Lessor in all respects), then the amount of such proceeds, together with accrued interest thereon, shall be released by the Lessor immediately upon receipt of such certification or, if applicable, from time to time on the last Business Day of each month during the period of repair, rebuilding and restoration in payment therefor against presentation to the Lessor of a certificate executed by an Authorized Officer of the Lessee to the effect that expenditures have been made, or costs incurred, by or for the account of the Lessee or are reasonably anticipated to be made during the immediately following one month period in a specified amount for the purposes of making repairs, rebuilding and restoration in the amounts specified, that no Event of Default, Cancellation Event or Termination Event exists and all conditions precedent herein provided relating to such withdrawal and payment have been satisfied.  Upon the occurrence of any Termination Event or Cancellation Event, the Lessor shall be entitled to retain all such proceeds for application to the obligations of the Lessee hereunder.

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(f) If any Loss Event or Casualty Occurrence shall occur, the Lessee shall promptly notify the Lessor of such event in writing.

Section 15.  Termination; Cancellation; Purchase Option.

(a) (i) The termination of this Lease (A) on the Scheduled Lease Termination Date or (B) by reason of the occurrence of a Limited Recourse Event of Default and the delivery by the Lessor (acting, in accordance with Section 9.02(f) of the Investment Agreement, of its own accord or at the direction of the Majority Funding Parties) to the Lessee of a notice stating that the Lessor elects to terminate this Lease by reason of the occurrence of such Limited Recourse Event of Default, in which case the Lease Termination Date will be the 5th Business Day after the date of delivery of said notice to the Lessee, shall be a “Termination Event,” the effect of which shall be to cause this Lease to terminate on the applicable Lease Termination Date.

(ii) If a Termination Event occurs, the Lessee, on the Lease Termination Date, shall, in accordance with the terms of Section 2(b), without further notice or demand to the Lessee, either

(A)purchase the Facility from the Lessor for the Purchase Price; or

(B)so long as no Cancellation Event has occurred:

(i) pay to the Lessor the Final Rent Payment and provide to the Lessor a satisfactory update of the Environmental Assessment; and

(ii) attempt to sell (until such time as the Lessor shall have terminated, in accordance with Section 8.30 of the Investment Agreement, the Lessee’s obligation to so attempt to sell the Facility), subject to the Lessor’s prior written approval, the Facility, as agent for the Lessor, without recourse or warranty by the Lessor, to a Person not affiliated with Lessee for a net cash purchase price not less than, and remit to the Lessor the net cash sales proceeds equal to (unless otherwise approved by all of the Funding Parties), the Termination Value less any amount paid pursuant to
Section 15(a)(ii)(B)(i), with Lessee’s being entitled to retain for its own account the amount by which such proceeds exceed the Termination Value.  The Lessor shall also have the right (but not the obligation) to sell the Facility and/or solicit bids, each in its sole and absolute discretion.

(b) (i) Each of the following events shall be a “Cancellation Event”, the effect of which shall be to cause this Lease to be terminated in accordance with the following provisions on the “Cancellation Date” specified:

(A) the occurrence of (1) a Lease Event of Default (other than a Lease Event of Default under Section 17(a)(iv) hereof, a Lease Event of Default occurring by virtue of an Event of Default under Section 9.01(h) or (i) of the Investment Agreement, or a Limited Recourse Event of Default) and the delivery by the Lessor to the Lessee of a notice stating that the Lessor (acting, in accordance with Section 9.02(a) of the Investment Agreement, of its own accord or at the direction of the Majority Funding Parties) elects to terminate this Lease by reason of the existence of such Lease Event of Default, in which cases the Cancellation Date will be the 5th Business Day after the date

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of delivery of said notice to the Lessee, or (2) a Lease Event of Default under Section 17(a)(iv) hereof or a Lease Event of Default occurring by virtue of an Event of Default under Section 9.01(h) or (i) of the Investment Agreement in which cases the Cancellation Date shall occur immediately upon the occurrence of such Lease Event of Default; or

(B) the occurrence of a Loss Event, in which case the Cancellation Date shall be the 5th Business Day after such event occurs; or

(C) the occurrence of a Casualty Occurrence in respect of the Facility and the failure of the Lessee to purchase the Facility or to replace or repair the Facility or such part thereof in accordance with, and within the time required by, Section 14(d), and the delivery by the Lessor (acting at the direction of the Majority Funding Parties) to the Lessee of a notice after the expiration of such time stating that the Lessor elects to terminate this Lease by reason of the existence of such Casualty Occurrence, in which case the Cancellation Date shall be the 5th Business Day after the date of delivery of said notice.

(ii) If a Cancellation Event occurs, the Lessee, on the Cancellation Date, shall, without further notice or demand to the Lessee, either (A) purchase the Facility from the Lessor for the Purchase Price, or (B) pay to the Lessor the Termination Value.

(c) The Lessee may, from time to time and at any time following the 3rd anniversary of the Lease Commencement Date, deliver to the Lessor notice of its intent to terminate this Lease, in which case the Lessee shall purchase the Facility from the Lessor for the Purchase Price on any Rent Payment Date that is not less than 30 nor more than 60 days after such notice (the “Option Date”).  Upon payment in full of the Purchase Price, this Lease shall terminate.

(d) This Lease shall cease and terminate on the Lease Termination Date, and payment of all amounts payable by the Lessee on such date, except with respect to (i) obligations and liabilities of the Lessee, actual or contingent, which arose under this Lease, or by reason of events or circumstances occurring or existing, on or prior to its termination, and which have not been satisfied (which obligations shall continue until satisfied and which include, but are not limited to, obligations for Rent and the Termination Value, the Purchase Price and amounts owing pursuant to Section 16), and (ii) obligations of the Lessee which by the terms of this Lease expressly survive termination.  Promptly after either the Lessee or the Lessor shall learn of the happening of any Termination Event or Cancellation Event, such party shall give notice thereof to the other party hereto.

(e) In the event the Lessee elects to purchase the Facility upon the occurrence of a Termination Event (other than the expiration of this Lease on a Scheduled Lease Termination Date) or a Cancellation Event, Lessee in its sole discretion in order to ensure the orderly conveyance of the Facility may postpone the closing date for such conveyance (whether or not extended, the “Purchase Closing Date”) to a reasonable date within 60 days following the Lease Termination Date or Cancellation Date, as applicable.  The Lessor shall notify the Lessee of any such postponement and the proposed extended Purchase Closing Date in writing on or before the Lease Termination

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Date or Cancellation Date, as applicable, and the Lessee shall be deemed to have been granted a temporary license by the Lessor entitling the Lessee to retain possession of the Facility through the Purchase Closing Date provided that the Lessee complies with all obligations of the Lessee under this Lease as though this Lease were still in full force and effect (including without limitation, compliance with permitted use, maintenance and insurance coverage requirements).  In the event of an extension of the Purchase Closing Date as herein contemplated, the Purchase Price will be calculated as of such extended Purchase Closing Date.  This Section 15(e) shall survive the termination of this Lease.

Section 16.  Transfer of Title on Removal of Facility; Expenses of Transfer.

(a) Upon any sale or purchase of the Facility permitted by Section 15, the Lessor will transfer to the Lessee or the appropriate Third Party all of its title to and legal and beneficial ownership interest in the Facility (i) free and clear of any Lien created by, through or under the Lessor other than Permitted Liens or Liens created at the request of or as a result of the actions of the Lessee or anyone acting by, through or under the Lessee, or a result of the failure of the Lessee or the Guarantor to carry out any of their obligations under this Lease or the other Operative Documents (individually and collectively, as the context shall require, the “Lessor Liens”), and (ii) without recourse, representation or warranty of any nature whatsoever (except as to the absence of such Liens as aforesaid).

(b) Whenever the Lessee has the right to purchase or transfer to itself the Facility pursuant to any provision of this Lease, the Lessee may cause such purchase to be effected by, or such transfer to be effected to, any other Person specified by the Lessee, but in no event shall the Lessee be relieved from any of its obligations hereunder as a result thereof.

(c) Upon any sale or transfer of the Facility pursuant to any provision of this Lease, the Lessee shall pay the expenses of the Lessor, including, without limitation, reasonable attorneys’ fees and expenses, in connection with such sale or transfer.

(d) If, on the Lease Termination Date or on the Cancellation Date, as applicable, the Lessee or any of its Affiliates has not elected to acquire the Facility, the Lessee shall surrender the Facility to the Lessor free from all Liens except Permitted Liens (other than those described in clause (ii)(b) of the definition of Permitted Liens), in substantially the same operating condition (except for ordinary wear and tear) with the remaining original estimated useful life contemplated by the Facility Plan intact and having the same capacity and efficiency as the Facility had on the Lease Commencement Date, and in compliance in all material respects with all Governmental Requirements and Insurance Requirements, and free of all Environmental Damages and Environmental Liabilities.  To evidence the foregoing and accomplish the surrender of the Facility, the Lessee shall provide the following items (x) in the event of a Termination Event under Section 15(a)(i)(A) within 9 months prior to the Lease Termination Date, with final confirmation of the same at least 30 days but not more than 60 days prior thereto and (y) in the event of a Termination Event under Section 15(a)(i)(B), as soon as practicable but in any event at least 3 Business Days prior to the Lease Termination Date or Cancellation Date, as applicable, all to be held until the Lease Termination Date or Cancellation Date:

(i) evidence satisfactory to the Lessor that all Applicable Permits, Related Contracts, and all other rights and services reasonably required to operate the Facility have been, or on or prior to the Lease Termination Date

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shall be, transferred to the Lessor (or the Lessor has been, or on or prior to the Lease Termination Date or Cancellation Date, as applicable, shall be, given the right to use each such item) and can be transferred to (or used by) any successor or assignee of the Lessor without further consent or approval by any Person (subject only to normal Governmental Requirements);

(ii) conveyancing, assignment, transfer, termination and other documents that, in the sole discretion of the Lessor and the Lease Participants, are sufficient to (A) vest in the Lessor (which it holds for itself and in trust for the Lease Participants) good and marketable title to the Facility, free and clear of all Liens except Permitted Liens (other than those described in clause (ii)(b) of the definition of Permitted Liens) and (B) terminate the rights of the Lessee and all other Persons in and to the Facility;

(iii) evidence satisfactory to the Lessor that the Facility has been operated and maintained substantially in accordance with the requirements of the Operative Documents, all Governmental Requirements, all Applicable Permits and prudent industry practices;

(iv) evidence satisfactory to the Lessor that the Facility is being used solely for the Permitted Use and is operating substantially in accordance with the requirements set forth in the Facility Plan, meets or exceeds the original design specifications and is capable of operating and being used for the Permitted Use as set forth in the Facility Plan, and has the remaining original estimated useful life contemplated by the Facility Plan;

(v) evidence satisfactory to the Lessor, in its sole discretion, that (A) Lessee has complied with its obligations under Section 8.30,  (B) all agreements and arrangements to provide the services and rights contemplated by the Section 8.30 are in place, executed by the parties thereto, and are valid, enforceable and in full force and effect on or before the Lease Termination Date or Cancellation Date, as applicable and (C) such agreements and arrangements adequately provide for the services and other rights contemplated by Section 8.30;

(vi) an updated Phase 1 Environmental Assessment; and

(viii) such other documents, instruments, assessments, investigations, legal opinions, surveys and other items as the Lessor may reasonably request to evidence to the satisfaction of each of the Lessor and the Lease Participants (in each case, in their sole discretion) that (A) the Lessor has all Property, services, Permits, assets and rights necessary to own, operate and maintain the Facility from and after the Lease Termination Date or Cancellation Date, as applicable, and (B) no Default, Loss Event or Casualty Occurrence then exists.

To the extent the Facility is not in the condition required by this Section 16(d), the Lessee will pay to the Lessor such additional amounts as are reasonably required to place it in compliance.  The Lessee shall also pay all costs and expenses relating to the surrender

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and clean-up in connection with the surrender of the Facility as may be required by Governmental Requirements or Insurance Requirements or which are otherwise necessary to prevent or remedy any Environmental Damages or Environmental Liabilities or to consummate the delivery of possession of the Facility to the Lessor hereunder.

Section 17.  Events of Default and Remedies.

(a) Each of the following acts or occurrences shall constitute a “Lease Event of Default” hereunder:

(i) default in the payment of the Purchase Price or the Termination Value on the Cancellation Date or the Purchase Closing Date, as applicable, or in the payment of the Purchase Price or the Final Rent Payment, as applicable, on the Lease Termination Date; or the default in the payment when due of any Basic Rent and the continuance of such default for 5 Business Days thereafter; or the default in the payment when due of any Supplemental Rent, the amount of any Indemnified Risk or any other amount due hereunder or under any other Operative Document and the continuance of such default for 30 days thereafter; or

(ii) any representation or warranty made or deemed made by the Lessee herein shall be false or misleading in any material respect on the date made or deemed made; or

(iii) an Event of Default under the Investment Agreement (other than a Limited Recourse Event of Default);

(iv) the Lessee shall fail to observe or perform any covenant or agreement contained in Sections 12 and 26 of this Lease; or

(v) the Lessee shall fail to observe or perform any covenant or agreement contained (other than those covered by subsections (i) or (iv) above), and such failure shall not have been cured within 10 days, with respect to any covenant contained in Section 14 of this Lease, and 30 days, with respect to any other provision hereof, after the earlier to occur of (A) written notice thereof has been given to the Lessee by the Lessor (acting, in accordance with Section 9.02(a) of the Investment Agreement, of its own accord or at the request of the Majority Funding Parties) or (B) the chief financial, chief operating, chief legal or chief accounting officer of the Lessee or the Guarantor otherwise becomes aware of any such failure; or

(vi) Lessee shall abandon the Facility; provided however that for purposes of this Section 17(a)(vi), the term “abandon” shall not include the mere failure of Lessee to occupy the Facility so long as Lessee continues to perform its obligations hereunder and other Operative Documents including without limitation maintenance of the Facility, maintenance of required insurance, compliance with Governmental Requirements and Insurance Requirements and payment of all Rent.

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(b) Subject to Section 9.02 of the Investment Agreement, upon the occurrence and during the continuance of any Lease Event of Default, as determined by the Lessor, the Lessor (acting, in accordance with Section 9.02(a) of the Investment Agreement, of its own accord or at the direction of the Majority Funding Parties) may do any one or more of the following (without prejudice to the obligations of the Lessee under Section 15(b)(ii)):

(i) proceed by appropriate judicial proceedings, either at law, in equity or in bankruptcy, to enforce performance or observance by the Lessee of the applicable provisions of this Lease, or to recover damages for the breach of any such provisions, or any other equitable or legal remedy, all as the Lessor shall deem necessary or advisable; and/or

(ii) by notice to the Lessee, either (x) terminate this Lease in accordance with Section 15, whereupon the Lessee’s interest and all rights of the Lessee to the use of the Facility shall forthwith terminate subject to the Lessee’s rights under such Section 15 to acquire the Facility on the Purchase Closing Date as provided herein, but the Lessee shall remain liable with respect to its obligations and liabilities hereunder; or (y) terminate the Lessee’s right to possession of the Facility or any part thereof; and/or

(iii) exercise any and all other remedies available under applicable law or at equity.

(c) After the occurrence and during the continuance of a Cancellation Event or Termination Event, in the event the Lessor elects not to terminate this Lease and the Lessee has not exercised its option under Section 15(c), this Lease shall continue in effect and the Lessor may enforce all of the Lessor’s rights and remedies under this Lease, including, without limitation, the right to recover the Basic Rent and Supplemental Rent, and any other yield protection payments and other amounts with respect thereto, as it becomes due under this Lease or any other Operative Documents.  For the purposes hereof, the following do not constitute a cancellation or termination of this Lease: (i) acts of maintenance or preservation of the Facility or any part thereof, (ii) efforts by the Lessor to relet the Facility or any part thereof, including, without limitation, termination of any sublease of the Facility and removal of any tenant from the Site, (iii) or the appointment of a receiver upon the initiative of the Lessor to protect the Lessor’s interest under this Lease.

(d) If (i) on the Lease Termination Date, the Facility is not acquired by the Lessee or its designee by payment of the Purchase Price, or (ii) on the Cancellation Date, the Lessee or its designee has defaulted in its obligation to acquire the Facility and pay the Purchase Price, or if applicable, the Termination Value, in accordance with Lessee’s election under Section 15(b)(ii), then the Lessor shall have the immediate right of possession of the Facility and the right to enter onto the Site and to remove any and all of the Property comprising the Facility, and the Lessor may thenceforth hold, possess and enjoy the Facility free from any rights of the Lessee and any Person claiming by, through or under the Lessee.  The Lessor shall be under no liability by reason of any such repossession or the Facility or entry onto the Site.

(e) Should the Lessor elect to repossess the Facility or any part thereof upon cancellation or termination of this Lease or otherwise in the exercise of the Lessor’s remedies, the Lessee shall peaceably quit and surrender the Facility or any such part thereof to the Lessor and

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either (i) deliver possession of the Facility to the Lessor or (ii) allow Lessor or its agents or assigns to enter onto the Facility and the Site to remove any and all of the Property comprising the Facility at the expense of the Lessee, and neither the Lessee nor any Person claiming through or under the Lessee shall thereafter be entitled to possession or to remain in possession of the Facility or any part thereof but shall forthwith peaceably quit and surrender the Facility to the Lessor.

(f) At any time after the repossession of the Facility or any part thereof, whether or not this Lease shall have been cancelled or terminated, the Lessor may (but shall be under no obligation to) relet the Facility or the applicable part thereof without notice to the Lessee, for such term or terms and on such conditions and for such usage as the Lessor in its sole and absolute discretion may determine.  The Lessor may collect and receive any rents payable by reason of such reletting, and the Lessor shall not be liable for any failure to relet the Facility or for any failure to collect any rent due upon any such reletting.

(g) The remedies herein provided in case of a Lease Event of Default are in addition to, and without prejudice to, the Lessee’s continuing obligations under Section 15(b)(ii), and shall not be deemed to be exclusive, but shall be cumulative and shall be in addition to all other remedies existing at law, in equity or in bankruptcy.  The Lessor may exercise any remedy without waiving its right to exercise any other remedy hereunder or existing at law, in equity or in bankruptcy.

(h) No waiver by the Lessor hereunder of any Default or Event of Default shall constitute a waiver of any other or subsequent Default or Event of Default.  To the extent permitted by applicable law, the Lessee waives any right it may have at any time to require the Lessor to mitigate the Lessor’s damages upon the occurrence of a Default or Event of Default by taking any action or exercising any remedy that may be available to the Lessor, the exercise of remedies hereunder being at the discretion of the Lessor.

Section 18.  Change in the Lessee’s Name or Structure.  The Lessee shall not change its name, identity or corporate structure (including, without limitation, by any merger, consolidation or sale of substantially all of its assets) except to the extent permitted by Section 26(a).

Section 19.  Inspection; Right to Enter Premises of the Lessee.  The Lessee shall permit, and cause each of its Subsidiaries to permit, the Lessor, the Administrative Agent, any Lease Participant or their respective authorized representatives but without any obligation to do so) to (i) enter upon the Facility at reasonable times upon reasonable advance notice in order to inspect the Facility (subject to compliance with applicable safety requirements of the Lessee and applicable Governmental Requirements) and (ii) examine, audit and make abstracts from any of their respective books and records and to discuss the condition, compliance with Governmental Requirements, performance of the Facility and the respective affairs, finances and accounts of the Lessee with their respective officers and independent accountants.  The Lessee agrees to coordinate and assist in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired.

Section 20.  Right to Perform the Lessee’s Covenants; The Administrative Agent. (a) Subject to Section 13, if the Lessee shall fail to make any payment or perform any act required to be made or performed by it hereunder, the Lessor, upon notice to or demand upon

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the Lessee but without waiving or releasing any obligation or Default or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of the Lessee as, at the Lessor’s sole discretion, may be necessary or appropriate therefor and, upon the occurrence and during the continuance of a Cancellation Event or Termination Event, may enter upon the Facility for such purpose and take all such action thereon as, at the Lessor’s sole discretion, may be necessary or appropriate therefor.  No such entry shall be deemed an eviction of the Lessee.  All sums so paid by the Lessor and all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses so incurred) shall be paid by the Lessee to the Lessor on demand as Supplemental Rent.

 (b) In accordance with Section 10.02 of the Investment Agreement, Lessee acknowledges and agrees that the Administrative Agent has been appointed to undertake, on Lessor’s and, in certain cases, the Lease Participants’ behalf, certain actions with respect to the administration of this Lease, the other Operative Documents, and the transactions contemplated herein and therein.  Lessee agrees to abide by the provisions of Section 10.02 of the Investment Agreement and other provisions in the Operative Documents in respect of the Administrative Agent’s role and function in connection with the administration of the transactions contemplated therein, including, without limitation, the payment of Rent and other amounts owing under the Operative Documents directly to the Administrative Agent for the account of the Lessor and the Lease Participants, as applicable, the receipt and delivery of notices, reports, financial statements, and the like to the Administrative Agent on the Lessor’s and the Lease Participants’ behalf, and permitting, where applicable, the Administrative Agent to exercise, on the Lessor’s and the Lease Participants’ behalf, the rights and remedies afforded Lessor under the Operative Documents.

Section 21.  Participation by Co-Lessees or Sublessees.

(a) Except as otherwise permitted in this Section 21 or (with respect to the Lessor) Section 11.06(b)(i) of the Investment Agreement, neither the Lessor nor the Lessee may assign its rights or obligations under this Lease without the prior consent of all of the Lease Participants.  The Lessor holds the Lien under this Lease for itself and in trust for the Lease Participants.  The Lessor, acting on behalf of itself and the Lease Participants, shall be entitled to exercise all of the rights, remedies, powers and privileges herein conferred upon Lessor (including, without limitation, in any bankruptcy proceeding), to give or withhold all consents required to be obtained from the Lessor hereunder, to give all notices on behalf of the Lessor including notices regarding Rent, the Final Rent Payment, and Supplemental Rent due hereunder, to receive all payments to be made to the Lessor hereunder and to approve any sale of the Facility pursuant to Section 15 to a Person other than the Lessee or any designee of the Lessee or for a price less than the Termination Value; provided, however, that nothing herein shall be deemed to be a waiver or relinquishment of the right of the Lessor to receive Supplemental Rent for its out of pocket costs and expenses as described in Section 3(c)(i) or to be indemnified for any matter for which Lessor is entitled to indemnification hereunder.  Lessee acknowledges and agrees that certain of Lessor’s and, in certain cases, the Lease Participants’ rights and duties under this and the other Operative Documents may be enforced or performed, as applicable, by the Administrative Agent on behalf of the Lessor or the Lease Participants, as further described herein and in Section 10.02 of the Investment Agreement.

(b) The Lessor and the Lessee may from time to time, so long as no Cancellation Event or Termination Event shall have occurred and be continuing, enter into

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documentation amending this Lease and, as necessary, the other Operative Documents, to evidence the undertaking of a Person (a “Co-Lessee”) to be responsible for all or certain obligations of the Lessee and the attendant reduction in the obligations of the Lessee hereunder, subject in every case to (i) the prior written approval of the Lessor and each Lease Participant, each acting in its sole discretion in approving said Co-Lessee and the documentation amending this Lease and the Operative Documents, it being understood that any of the Lessor or the Lease Participants may for any reason whatsoever elect not to grant such approval, in which case this Lease shall not be amended; (ii) such documentation expressly stating that such assignment is subject and subordinate to the terms of this Lease and the Liens created by the Security Instruments; and (iii) the Lessee remaining primarily liable for all obligations of the tenant of the Facility under this Lease.  Any assignment made otherwise than as expressly permitted by this Section 21(b) shall be null and void and of no force and effect.

(c) The Lessee may, from time to time, so long as no Default, Event of Default, Cancellation Event or Termination Event shall have occurred and be continuing, enter into a sublease as to the Facility and such other documentation as may be necessary with one or more Persons (each a “Sublessee”).  In any event, any documentation executed by the Lessee in connection with the subletting of the Facility (i) shall expressly state that such sublease is subject and subordinate to the terms of this Lease and the Liens created by the Security Instruments and (ii) shall not provide for a sublease term ending after the then current Scheduled Lease Termination Date.  The Lessee will furnish promptly to the Lessor copies of all subleases and related documentation entered into by the Lessee from time to time.  No sublease permitted by the terms hereof will reduce in any respect the obligations of the Lessee hereunder, it being the intent of the Lessee and the Lessor that the Lessee be and remain directly and primarily liable as a principal for its obligations hereunder.  Any sublease made otherwise than as expressly permitted by this Section 21(c) shall be null and void and of no force or effect.

Section 22.  Notices.Except as otherwise provided herein, all notices, requests and other communications provided for hereunder shall be in writing (including telecopier and other readable communication) and mailed by certified mail, return receipt requested, telecopied or otherwise transmitted or delivered, if to the Lessee, at 2801 Highway 280 South, Birmingham, Alabama 35223, Attention: Lance Black, Telecopier: 205-268-3642; if to the Lessor, at Wachovia Development Corporation, c/o Wachovia Bank, National Association, 301 South College Street, MC NC0174, Charlotte, NC 28288, Attention: Gabrielle Braverman, Telecopier: 704-715-0065, or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties.  All such notices and communications shall, if so mailed, telecopied or otherwise transmitted, be effective when received, if mailed, or when the appropriate answer back or other evidence of receipt is given, if telecopied or otherwise transmitted, respectively. Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in this Section and the confirmation is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when delivered at the address specified in this Section; provided, that notices to the Lessor under Section 3 shall not be effective until received.  A notice received by the Lessor by telephone shall be effective if the Lessor believes in good faith that it was given by an authorized representative of the Lessee and acts pursuant thereto, notwithstanding the absence of written confirmation or any contradictory provision thereof.  In accordance with Section 10.02 of the Investment Agreement, Lessor and Lessee agree that notice

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delivered by the Lessee to the Administrative Agent shall constitute constructive receipt thereof by Lessor and that notice delivered by the Administrative Agent shall constitute in all respects notice delivered by the Lessor.

Section 23.  Amendments and Waivers.  The provisions of this Lease may from time to time be amended, modified or waived only if such amendment, modification or waiver is in writing and consented to by the Lessee and the Lessor (with the consent of the requisite Funding Parties and the Administrative Agent, as required by the Investment Agreement).

Section 24.  Severability.  Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 25.  Federal Income Tax Considerations.  It is the understanding of the parties that for income tax purposes this transaction will be treated as a financing and the Lessee will be treated as the owner of the Facility; and the Lessee and the Lessor agree not to take any action inconsistent with such treatment, subject to the following sentence.  Notwithstanding anything in this Section to the contrary, the Lessor retains the right to assert that it is the owner of the Facility subject to this Lease for income tax purposes in the event that there is a determination (within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended, or with respect to state or local income tax, a comparable determination under state or local law) that the Lessee is not to be treated as the owner of the Facility.

Section 26.  Other Provisions. In order to protect the rights and remedies of the Lessor and the Lessee both during the term of this Lease and following a Default, an Event of Default, a Termination Event or a Cancellation Event, and for the purposes of Federal, state and local income and taxes, ad valorem taxes, state and local sales taxes, documentary stamp and intangible taxes and other taxes relating to or assessable as a result of the execution, delivery or recording of any of the Operative Documents and for purposes of commercial law and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto intend that (a) this Lease be treated as evidence of and the agreement of the Lessee for the repayment of the Secured Amount (as hereafter defined), (b) all payments of Rent, the Purchase Price and the Termination Value be treated as payments of principal, interest and other amounts owing with respect to the Loan (as hereafter defined), respectively, (c) the Lessee should be treated as entitled to all benefits of ownership of the Facility or any part thereof, (d) this Lease be treated as (i) a mortgage (this Lease, as so treated, is the “Mortgage”) from Lessee, as mortgagor, to the Lessor, as mortgagee, on that part of the Facility constituting real property and is made under those provisions of the existing laws of the State of Alabama relating to mortgages and that the Lessee, as mortgagor and grantor, hereby irrevocably grants, bargains, sells, conveys, assigns, transfers, mortgages and sets over unto the Lessor, as mortgagee and grantee, for the use and benefit of itself and in trust for the Lease Participants, Lessee’s right, title and interest in and to any real property of any kind or character comprising the Facility (including the Lessee’s sub-leasehold interest in the Site and all estates, easements, and rights, and its interest in all fixtures and Improvements) and all proceeds therefrom, to have and to hold said real property and all parts, rights, members and appurtenance thereof to the use, benefit and behoof of the Lessor, for the use and benefit of itself and in trust for the Lease

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Participants, in fee simple forever (as to the fixtures and Improvements) and Lessee covenants that Lessee is lawfully seized and possessed of the aforesaid real property and has good right to convey its interest in the same, that the same is unencumbered except for the Permitted Liens and that Lessee does warrant and will forever defend title thereto against the claims of all persons whomsoever; and (ii) a security agreement from the Lessee, as debtor, to the Lessor, as secured party, encumbering the Lessee’s right, title and interest in the Facility, including the Lessee’s subleasehold and leasehold interest, and all personal property comprising the Facility, and that the Lessee, as debtor, hereby grants to the Lessor, for the use and benefit of the Lessor and in trust for the Lease Participants, as beneficiaries, as secured parties (collectively, the “Secured Party”) a first and prior Lien on and security interest in the equipment and any and all other personal property of any kind or character and fixtures comprising the Facility (including all Related Contracts, excluding “Excluded Equipment,” as defined in Section 6 hereof), and all proceeds therefrom, in each case being effective as of the date of this Lease.  In such event, the Lessor shall have all of the rights, powers and remedies of a mortgagee and a secured party available under applicable law, including, without limitation, judicial or nonjudicial foreclosure or power of sale, as and to the extent available under applicable law. The amounts secured by this Mortgage shall be as follows (collectively, the “Secured Amount”):

1.The collective amount of the aggregate Unrecovered Lessor Investments and unpaid Yield, plus any other amounts owing to the Lessor or the Lease Participants under the Operative Documents (including, without limitation, Supplemental Rent, the Final Rent Payment, and all indemnification amounts);

2.The portion of the Facility Cost funded by the Lessor representing an aggregate indebtedness in the amount of $75,000,000.00 (the “Loan”);

3.All future advances of the Loan (if any) which may be made after the date hereof to the same extent as if such future advances were made on the date of the execution of this Mortgage, although there may be no advance made on the date of the execution of this Mortgage, and although there may be no indebtedness outstanding under the Loan or under any other indebtedness of Lessee to Lessor at the time this Mortgage is executed or at the time any advance is made under the Loan or under any other indebtedness of Lessee to Lessor.  The parties hereby acknowledge and intend that all advances under the Loan, including future advances (if any) whenever hereafter made, shall be secured by this Mortgage and, to the extent allowed by law, have priority from the time this Mortgage is recorded; and

4.Any and all additional advances made by the Lessor or the Secured Party to protect or preserve the Collateral (as hereinafter defined) or the lien hereof on the Collateral, or for taxes, assessments or insurance premiums as hereinafter provided (whether or not the original Lessee remains the owner of the Collateral at the time of such advances).

 The filing of this Lease shall be deemed to constitute the filing of a mortgage and the filing of any financing statement in connection with this Lease shall be deemed to constitute the filing of a financing statement to perfect the mortgage lien and security interests in the Facility as aforesaid and to secure the payment of the Secured Amount.  If this transaction is treated as a financing, the obligation arising hereunder shall be with full recourse to the Lessee and shall not be treated as recourse only to the Facility.  To the fullest extent permitted by applicable law, the Lessor and the Lessee intend that the Facility (other than the real property constituting the Site) be and remain at all times personal property regardless of the manner or

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extent to which any of the Facility (other than the real property constituting the Site) may be attached or affixed to any real property.  Except as required by applicable law, the Lessee shall not under any circumstances take any action or make any filing or recording which would cause the Facility (other than the real property constituting the Site) to be deemed to be real property or permit any Person to obtain any interest in the Facility (other than the real property constituting the Site) as a result of the Facility (other than the real property constituting the Site) being deemed to be in whole or in part real property.

 In order to preserve the security interest provided for herein, each of the Lessor and the Lessee agrees to abide by the following provisions with regard to the Facility (for purposes of this Section, hereinafter referred to as “Collateral”):

(a) Change in Location of Collateral or the Lessee.  The Lessee (i) will notify the Secured Party on or before the date of any change in (A) the location of the Collateral (B) the location of Lessee’s chief executive office or address, (C) the name of the Lessee and (D) the corporate structure of the Lessee, and (ii) will, on or before the date of any such change, prepare and file new or amended financing statements as necessary so that the Secured Party shall continue to have a first and prior perfected Lien (subject only to Permitted Liens) in the Collateral after any such change.

(b) Intentionally Omitted.

(c) Sale, Disposition or Encumbrance of Collateral.  Except as set forth herein and for Permitted Liens, as permitted by any of the Operative Documents or with the Secured Party’s prior written consent, the Lessee will not in any way encumber any of the Collateral (or permit or suffer any of the Collateral to be encumbered) or sell, assign, lend, rent, lease or otherwise dispose of or transfer any of the Collateral to or in favor of any Person other than the Secured Party.

(d) Proceeds of Collateral.  Except as permitted by any of the Operative Documents, the Lessee will deliver to the Secured Party promptly upon receipt all proceeds delivered to the Lessee from the sale or disposition of any Collateral.  This Section shall not be construed to permit sales or dispositions of the Collateral except as may be elsewhere expressly permitted by this Lease or the other Operative Documents.

(e) Further Assurances.  Upon the request of the Secured Party, Lessee shall (at Lessee’s expense) execute and deliver all such mortgages, deeds of trust, deeds to secure debts, assignments, certificates, financing statements or other documents and give further assurances and do all other acts and things as the Secured Party may reasonably request to perfect the Secured Party’s interest in the Collateral or to protect, enforce or otherwise effect the Secured Party’s rights and remedies hereunder, all in form and substance satisfactory to the Secured Party.

(f) Collateral Attached to Other Property.  In the event that any of the Collateral is removed from the Facility and is to be attached or affixed to any real property, the Lessee hereby agrees that a financing statement which is a fixture filing may be filed for record in any appropriate real estate records.  If the Lessee is not the record owner of such real property, it will provide the Secured Party with any additional security documents or financing statements

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necessary for the perfection of the Secured Party’s Lien in the Collateral, as requested by the Secured Party.

(g) Secured Amount.  Should the Secured Amount be paid according to the tenor and effect thereof when the same becomes due and payable hereunder, and should Lessee perform all covenants contained in the Operative Documents in a timely manner, then this Mortgage shall be cancelled and surrendered.

(h) Lease.  The Lease will not be amended, supplemented or modified without the written consent of the Secured Party.  All payments under the Lease shall be made only to such account as specified by the Secured Party.

(i) Receiver and Mortgage Remedies.  If an Event of Default (other than a Limited Recourse Event of Default) shall have occurred and be continuing, the Lessor (acting, in accordance with Section 9.02(a) of the Investment Agreement, of its own accord or at the direction of the Majority Funding Parties (subject to the provisions of Section 9.02(d) of the Investment Agreement)), may exercise any one or more of the remedies set forth below (all or any of which may be undertaken by the Administrative Agent at the request or direction of the Lessor or the Lease Participants and in the name of or on behalf of the Lessor and the Lease Participants, as applicable):

(1)  the Lessor may demand, and upon such demand, the Lessee shall forthwith surrender to the Lessor, the actual possession of the Collateral and if, and to the extent, permitted by applicable law and the Operative Documents, the Lessor itself, or by such officers or agents as it may appoint, may enter and take possession of all the Collateral without the appointment of a receiver, or an application therefor, and may exclude the Lessee and its agents and employees wholly therefrom, and may have joint access with the Lessee to the books, papers and accounts of the Lessee pertaining to the Collateral.  If the Lessee shall for any reason fail to surrender or deliver the Collateral or any part thereof after such demand by the Lessor, the Lessor may obtain a judgment or decree conferring upon the Lessor the right to immediate possession or requiring the Lessee to deliver immediate possession of the Collateral to the Lessor, to the entry of which judgment or decree the Lessee hereby specifically consents.  Upon every such entering upon or taking of possession, the Lessor may hold, store, use, operate, manage and control the Collateral and conduct the business thereof, and, from time to time (i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or otherwise acquire additional fixtures, personalty and other property; (ii) insure or keep the Collateral insured; (iii) manage and operate the Collateral and exercise all the rights and powers of the Lessee to the same extent as the Lessee could in its own name or otherwise with respect to the same; and (iv) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted the Lessor, all as the Lessor from time to time may determine to be in its best interest. The Lessor may collect and receive all the rents, issues, profits and revenues from the Collateral, including those past due as well as those accruing thereafter, and, after deducting (aa) all expenses of taking, holding, managing and operating the Collateral (including compensation for the services

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of all persons employed for such purposes); (bb) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (cc) the cost of such insurance; (dd) such taxes, assessments and other similar charges as the Lessor may at its option pay; (ee) other proper charges upon the Collateral or any part thereof; and (ff) the reasonable compensation, expenses and disbursements of the attorneys and agents of the Lessor, the Lessor shall apply the remainder of the monies and proceeds so received by the Lessor in accordance with the terms of this Lease.  Anything in this Section 26 to the contrary notwithstanding, the Lessor shall not be obligated to discharge or perform the duties of a landlord to any tenant or incur any liability as a result of the exercise by the Lessor of its rights under this Mortgage, and the Lessor shall be liable to account only for the rents, income, issues, profits and revenues actually received by the Lessor.  Whenever all that is due upon such interest, deposits and principal installments and under any of the terms, covenants, conditions and agreements of this Mortgage, shall have been paid and all Events of Default made good, the Lessor shall surrender possession of the Collateral to the Lessee, its successors or assigns. The same right of taking possession, however, shall exist if any subsequent Event of Default (other than a Limited Recourse Event of Default) shall occur and be continuing.  In connection with any action taken by the Lessor pursuant to this Section 26, the Lessor shall not be liable for any loss sustained by the Lessee resulting from any act or omission of the Lessor in administering, managing, operating or controlling the Collateral, including a loss arising from the ordinary negligence of the Lessor, unless such loss is caused by its own gross negligence, willful misconduct or bad faith, or the gross negligence, willful misconduct or bad faith of its officers, directors, employees, agents or contractors, nor shall the Lessor be obligated to perform or discharge any obligation, duty or liability of the Lessee.  The Lessee hereby assents to, ratifies and confirms any and all actions of the Lessor with respect to the Collateral taken under this Section 26.

(2)  The Lessor, upon application to a court of competent jurisdiction, shall be entitled as a matter of strict right without notice and without regard to the occupancy or value of any security for the Secured Amount secured hereby or the solvency of any party bound for its payment, to the appointment of a receiver to take possession of and to operate the portion of the Facility constituting real property (the “Real Property”) and to collect and apply the rents, issues, profits and revenues thereof. The receiver shall have all of the rights and powers permitted under the laws of the State of Alabama.  Lessee will pay to Lessor upon demand all expenses, including receiver’s fees, attorney’s fees, costs and agent’s compensation, incurred pursuant to the provisions of this Section 26; and all such expenses shall be secured hereby.  Lessee agrees to the full extent permitted by law, that in case of an Event of Default on the part of Lessee, neither Lessee nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension, homestead, exemption or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure hereunder, or the absolute sale of the interests of Lessee in the Real Property, or the final and absolute putting into possession thereof, immediately

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after such sale, of the purchasers thereat, and Lessee, for itself and all who may at any time claim through or under it, hereby waives to the full extent that it may lawfully so do, the benefit of all such laws, and any and all right to have the assets comprised in the security intended to be created hereby marshalled upon any foreclosure of the lien hereof.

(3)  Lessor shall have the option (in addition to and in furtherance of Lessor’s rights under this Section 26), to proceed with foreclosure in any manner permitted by the laws of the State of Alabama, including judicial foreclosure through the courts or by foreclosure under the power of sale as provided in this Mortgage with or without declaring the whole Secured Amount secured hereby due.

(4)  Lessor shall be authorized, at its option, whether or not possession of the Real Property is taken, after giving notice by publication once a week for three consecutive weeks of the time, place and terms of each such sale (including a description of the Real Property or part thereof to be sold), by publication in a newspaper published in any county wherein the Real Property or any part thereof is located, to sell the Real Property (or such part or parts thereof as Lessor may from time to time elect to sell) in front of such county’s courthouse door, at public outcry, to the highest bidder for cash, such sale or sales to be held between the hours of 11:00 a.m. and 4:00 p.m. unless otherwise provided by law.  Lessor, its successors and assigns, may bid at any sale or sales had under the terms hereof and may purchase the Real Property or any such part thereof, if the highest bidder therefor.  The purchaser at any such sale or sales shall be under no obligation to see to the proper application of the purchase money.  At any foreclosure sale, any part or all of the Real Property, real, personal or mixed, may be offered for sale in parcels or en masse for one total price, the proceeds of any such sale en masse to be accounted for in one account without distinction between the items included therein or without assigning to them any proportion of such proceeds, Lessee hereby waiving the application of any doctrine of marshalling or like proceeding.  In case Lessor, in the exercise of the power of sale herein given, elects to sell the Real Property in parts or parcels, sales thereof may be held from time to time, and the power of sale granted herein shall not be fully exercised until all of the Real Property not previously sold shall have been sold or all the Secured Amount secured hereby shall have been paid in full.

(5)  Lessee hereby authorizes and empowers Lessor or the auctioneer at any foreclosure sale had hereunder, for and in the name of Lessee, to execute and deliver to the purchaser or purchasers of any of the Real Property sold at foreclosure good and sufficient deeds of conveyance or bills of sale thereto.

(6)  Lessor, in lieu of or in addition to exercising the power of sale hereinabove given, may proceed by suit to foreclose its lien on, security interest in, and assignment of, the Real Property, subject to the limitations, if any, set out herein, in the Investment Agreement, or in any other Operative Documents to sue Lessee for damages on account of or arising out of said Event

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of Default or breach, or for specific performance of any provision contained herein, or to enforce any other appropriate legal or equitable right or remedy.

(7)  the Lessor may, in addition to and not in abrogation of the rights covered under this Section 26, (i) exercise all rights, powers and remedies of the Lessee under this Lease and the Related Contracts, and the Lessee and any other party to any of the Related Contracts hereby is authorized and directed to render performance to and act upon the instructions of the Lessor, (ii) with respect to any personal property constituting part of the Collateral, exercise all rights, powers and remedies of a secured party under the Uniform Commercial Code as adopted in Alabama, and (iii) either with or without entry or taking possession as herein provided or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (A) to enforce payment and performance of the Secured Amount or the performance of any term, covenant, condition or agreement of this Lease or any other right and (B) to pursue any other remedy available to it, all as the Lessor at its sole discretion shall elect.

(8)  The proceeds of any sale or other exercise of rights or remedies pursuant to this Section 26 shall be paid over to the Administrative Agent, on Lessor’s and the Lease Participants’ behalf, and applied in accordance with Section 3.05(c) of the Investment Agreement.

(9)  In the event of any such foreclosure sale, Lessee shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over.

(10)  The Lessee agrees to the full extent permitted by law, that in case of the occurrence of an Event of Default, neither the Lessee nor anyone claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension, homestead, exemption or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, or the absolute sale of the Collateral or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereat, and the Lessee, for itself and all who may at any time claim through or under it, hereby waives to the full extent that it may lawfully so do, the benefit of all such laws, and any and all right to have the assets comprised in the security intended to be created hereby marshalled upon any foreclosure of the lien hereof.

(11)  The Lessee hereby waives and renounces to the full extent permitted by law all homestead and exemption rights provided for by the Constitution and the laws of the United States and of any state, in and to the Collateral as against the collection of the Secured Amount, or any part hereof.

(12)  The Lessor, at its option, is authorized to foreclose this Mortgage in equity, subject to the rights of any tenants of the Collateral, and the failure to make any such tenants parties to any such foreclosure proceedings and

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to foreclose their rights will not be, nor be asserted to be by Lessee, a defense to any proceedings instituted by the Lessor to collect the Secured Amount.

(13)  In case the Lessor shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise or in the event the Lessor commences advertising of the intended exercise of the sale under power provided hereunder, and such proceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, or shall have been determined adversely to the Lessor, then in every such case (i) the Lessee and the Lessor shall be restored to their former positions and rights, (ii) all rights, powers and remedies of the Lessor shall continue as if no such proceeding had been taken, including those with respect to each and every Event of Default declared or occurring prior or subsequent to such withdrawal, discontinuance or abandonment and (iii) neither this Mortgage, nor the Secured Amount, nor any other instrument concerned therewith, shall be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance or abandonment; and the Lessee hereby expressly waives the benefit of any statute or rule of law now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the above.

(14)  No right, power or remedy conferred upon or reserved to the Lessor by this Mortgage is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity or by statute.

(15)  If the Lessor (i) grants forbearance or an extension of time for the payment of any sums secured hereby; (ii) takes other or additional security for the payment of any sums secured hereby; (iii) waives or does not exercise any right granted herein or in the Operative Documents; (iv) releases any part of the Collateral from the lien of this Mortgage or otherwise changes any of the terms, covenants, conditions or agreements of this Mortgage or any other Operative Document; (v) consents to the filing of any map, plat or replat affecting the Collateral; (vi) consents to the granting of any easement or other right affecting the Collateral; or (vii) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Mortgage or any other of the Operative Documents or any other obligation of the Lessee or any subsequent purchaser of the Collateral or any part thereof, or any maker, cosigner, endorser, surety or guarantor; nor shall any such act or omission preclude the Lessor from exercising any right, power or privilege herein granted or intended to be granted in the event of any default then made or of any subsequent default; nor, except as otherwise expressly provided in an instrument or instruments executed by the Lessor, shall the lien of this Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Collateral, the Lessor, without notice, is hereby authorized

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and empowered to deal with any such vendee or transferee with reference to the Collateral or the Secured Amount secured hereby, or with reference to any of the terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any liabilities, obligations or undertakings.

(16)  The Lessor shall have power (a) to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or any violation of this Mortgage, (b) to preserve or protect its interest in the Collateral and in the rents, issues, profits and revenues arising therefrom, and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security hereunder or be prejudicial to the interest of the Lessor.

(17)  In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Lessee, its creditors or its property, the Lessor, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Lessor allowed in such proceedings for the entire amount due and payable by the Lessee under this Mortgage at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Lessee hereunder after such date.

Section 27.  Miscellaneous.

(a) ENTIRE AGREEMENT.  THIS LEASE AND THE OTHER OPERATIVE DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE LESSEE AND THE LESSOR AND SUPERSEDE ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT MATTER HEREOF.  THIS WRITTEN LEASE AND THE OTHER OPERATIVE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(b) Interpretation.  Captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(c) GOVERNING LAW; SUBMISSION TO JURISDICTION.  THIS LEASE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO RELATING TO THE FACILITY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW (OR ANY SIMILAR SUCCESSOR PROVISION THERETO) BUT EXCLUDING ALL OTHER

31

CONFLICT-OF-LAWS RULES; EXCEPT THAT, TO THE EXTENT REQUIRED BY THE LAWS OF THE STATE IN WHICH THE FACILITY IS LOCATED, THE LAWS OF THE STATE OF ALABAMA SHALL GOVERN (I) THE CREATION AND EXISTENCE OF THIS LEASE, (II) SECTION 26 OF THIS LEASE, AND (III) THE ENFORCEMENT OF THE RIGHTS OF LESSOR TO REPOSSESS THE FACILITY FROM LESSEE AFTER THE EARLIER OF THE TERMINATION OF THIS LEASE OR THE TERMINATION OF LESSEE’S RIGHT TO POSSESSION OF THE FACILITY.

(d) No Third Party Beneficiaries.  Nothing in this Lease, express or implied, shall give to any Person, other than the parties hereto and the Lease Participants and their respective successors and permitted assigns, any benefit or any legal or equitable right, remedy or claim under this Lease including, without limitation, under any provision of this Lease regarding the priority or application of any amounts payable hereunder.

(e) Counterparts.  This Lease may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

(f) WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS LEASE OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS LEASE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

(g) Invalidity.  In the event that any one or more of the provisions contained in this Lease shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Lease.

(h) Usury.  Notwithstanding anything to the contrary contained in this Lease or any of the Operative Documents, the amounts which the Lessee is obliged to pay pursuant to this Lease and the other Operative Documents, and the amounts which the Lessor and the Lease Participants are entitled to receive pursuant to this Lease and the other Operative Documents, are subject to the limitations set forth in Section 11.15 of the Investment Agreement.

(i) Time is of the Essence.  Time is of the essence in connection with the payment of Rent and all other amounts payable hereunder and the performance of the Lessee’s other obligations hereunder.

(j) Lessor Recourse.  No recourse shall be had against the Lessor or the Administrative Agent or their successors and assigns and their directors, officers, shareholders, employees or agents for any claim based on any failure by the Lessor or the Administrative Agent in the performance or observance of any of the agreements, covenants or provisions contained in this Lease or any other Operative Documents; and in the event of any such failure, recourse shall be had solely against the rights and interests of the Lessor in the Facility;

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provided, that the foregoing shall not relieve (i) any such director, officer or employee of personal liability for his or her fraud or intentional misconduct or (ii) Lessee from its obligation not to create or permit the existence of “Lessor Liens,” as defined in Section 16(a)(i) hereof.

(k) Amendment and Restatement.  This Lease constitutes an amendment and restatement of the Original Lease Agreement and does not constitute any new estate or leasehold interest in the Facility in favor of Lessee, but rather an amendment and restatement of the terms and conditions of Lessee’s continuing leasehold interest under the Original Lease Agreement.

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 IN WITNESS WHEREOF, the parties have caused this Lease to be executed by their respective officers thereunto duly authorized as of the date first above written.

LESSEE:

PROTECTIVE LIFE INSURANCE
COMPANY, a Tennessee corporation

By:

Title:

Attest:

Title:

[CORPORATE SEAL]

Mailing Address:

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama 35223

Attention: Lance Black

Telecopier: 205-268-3642

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	LESSOR:
	WACHOVIA DEVELOPMENT
	CORPORATION, a North Carolina
	corporation
By:
Title:
Attest:
Title:
	[CORPORATE SEAL]
	Mailing Address:
	Wachovia Development Corporation
	c/o Wachovia Bank, National Association
	301 S. College Street
	MC NC0174
	Charlotte, NC 28288
	Attention: Gabrielle Braverman
	Telecopier No.: 704-715-0065
	Telephone No.: 704-383-1967

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STATE OF	§
	§
COUNTY OF	§

 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that                                 , whose name as                                               of PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of this instrument,           as such                             and with full authority, executed the same voluntarily for and as the act of said corporation.

 Given under my hand and official seal, this           day of                            , 2007.

	Notary Public
My Commission Expires:

[Notary Seal]

36

STATE OF	§
	§
COUNTY OF	§

 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that                              , whose name as                                       of WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of this instrument,         as such                        and with full authority, executed the same voluntarily for and as the act of said corporation.

 Given under my hand and official seal, this           day of                          , 2007.

	Notary Public
My Commission Expires:

[Notary Seal]

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EXHIBIT A

ANNEX PARCEL

Acreage situated in the SW 1/4 of the SE 1/4 and the SE 1/4 of the SW 1/4 of Section 8, Township 18 South, Range 2 West and the NW 1/4 of the NE 1/4 of Section 17, Township 18 South, Range 2 West, Jefferson County, Alabama, being more particularly described as follows:

Commence at the Northwesterly corner of Lot 10-A, Parkway Subdivision, as recorded in Map Book 88, Page 38 in the office of the Judge of Probate of Jefferson County, Alabama, said point lying on the Southwesterly Right-of-Way line of Cahaba Road (Old U.S. Highway No. 280), said point also lying on the East line of the SW 1/4 of the SE 1/4 of Section 8, Township 18 South, Range 2 West; thence run in a Southerly direction along the Westerly line of said Lot 10-A and the East line of said 1/4-1/4 section a distance of 291.49 feet to a point; thence 55º35’25” to the right in a Southwesterly direction a distance of 328.53 feet to a point; thence 87º34’08” to the right in a Northwesterly direction a distance of 2.20 feet to a point; thence 52º23’58” to the left in a Westerly direction a distance of 482.90 feet to a point; thence 83º11’36” to the left in a Southwesterly direction a distance of 16.97 feet to a point; thence 83º16’34” to the right in a Westerly direction a distance of 65.00 feet to a point; thence 90º00’44” to the left in a Southerly direction a distance of 20.26 feet to a point; thence 31º54’03” to the right in a Southwesterly direction a distance of 67.66 feet to a point; thence 90º00’ to the right in a Northwesterly direction a distance of 122.74 feet to the POINT OF BEGINNING of the parcel herein described, said point lying on the face of the newly constructed Building Annex No. 3; thence 2º18’03” to the right in a Northwesterly direction along the face of said building a distance of 39.90 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said building a distance of 5.33 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said building a distance of 254.97 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said building a distance of 21.25 feet to a point on the face of an existing Parking Deck; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 120.80 feet to a point on the face of existing Building 1; thence 90º00’ to the left in a Southwesterly direction along the face of said building a distance of 19.09 feet to a point; thence 90º00’ to the right in a Northwesterly direction along the face of said building a distance of 10.89 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said building and along the face of the newly constructed Building Annex No. 3 a distance of 57.38 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said Building Annex No. 3 a distance of 64.38 feet to a point; thence 90º00’ to the right in a Southwesterly direction along the face of said building a distance of 73.55 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said building a distance of 2.54 feet to a point; thence 90º00’ to the right in a Southwesterly direction a distance of 6.00 feet to a point; thence 90º00’ to the left in a Southeasterly direction a distance of 27.45 feet to a point; thence 90º00’ to the left in a Northeasterly direction a distance of 6.00 feet to a point on the face of the newly constructed Building Annex No. 3; thence 90º00’ to the right in a Southeasterly direction along the face of said building a distance of 281.48 feet to a point; thence 90º00’ to the right in a Southwesterly direction a distance of 4.30 feet to a point; thence 90º00’ to the left in a Southeasterly direction a distance of 9.17 feet to a point; thence 90º00’ to the left in a Northeasterly direction a distance of 4.30 feet to a point on the face of the newly constructed Building Annex No. 3; thence 90º00’ to the right in a Southeasterly direction along the face of said building a distance of 1.67 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said building a distance of 27.92 feet to a point; thence 90º00’ to the

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right in a Southeasterly direction along the face of said building a distance of 39.87 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said building a distance of 95.52 feet to the Point of Beginning.

Containing 51,664 square feet or 1.186 acres.

TOGETHER WITH, a non exclusive easement for pedestrian and vehicular ingress and egress to, upon, over and across the Protective Road, Protective Driveway and Orchid Driveway (as the same are described in the certain Reciprocal Easement Agreement by and between Orchid, L.L.C. and Protective Life Insurance Company dated as of January 19, 1996, and recorded as Instrument #9601/6971 in the Probate Office of Jefferson County, Alabama, as amended and restated by Amended and Restated Reciprocal Easement Agreement dated as of March 16, 2004, and recorded as Instrument #200405/9866, in said Probate Office),  as the same may be modified or relocated.

TOGETHER WITH, (a) a non-exclusive easement for the purpose of pedestrian and vehicular ingress and egress to, on, over and across the Common Driveway; (b) an easement along the Common Access Driveway for the drainage of storm water; and, (c) an easement along the Common Access Driveway and over the Company Tract for installing, operating, and maintaining utility facilities (as the same are described in that certain Reciprocal Easement Agreement by and between Protective Life Insurance Company and Wachovia Capital Investments, Inc. dated as of the 1st day of February, 2000, and recorded as Instrument #200004/0950, in the Probate Office of Jefferson County, Alabama, as amended by First Amendment to Reciprocal Easement Agreement dated as of September 1, 2004 and recorded as Instrument #200413/6654, in said Probate Office).

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PARKING DECK PARCEL

Acreage situated in the SW 1/4 of the SE 1/4 of Section 8, Township 18 South, Range 2 West, Jefferson County, Alabama, being more particularly described as follows:

Commence at the Northwesterly corner of Lot 10-A, Parkway Subdivision, as recorded in Map Book 88, Page 38 in the office of the Judge of Probate of Jefferson County, Alabama, said point lying on the Southwesterly Right-of-Way line of Cahaba Road (Old U.S. Highway No. 280), said point also lying on the East line of the SW 1/4 of the SE 1/4 of Section 8, Township 18 South, Range 2 West; thence run in a Southerly direction along the Westerly line of said Lot 10-A and the East line of said 1/4-1/4 section a distance of 291.49 feet to a point; thence 55º35’25” to the right in a Southwesterly direction a distance of 328.53 feet to a point; thence 87º34’08” to the right in a Northwesterly direction a distance of 2.20 feet to a point; thence 52º23’58” to the left in a Westerly direction a distance of 310.55 feet to a point; thence 90º00’ to the right in a Northerly direction a distance of 111.28 feet to a point on the face of the newly constructed parking deck, said point being the POINT OF BEGINNING of the parcel herein described; thence 34º26’54’ to the right in a Northeasterly direction along the face of said parking deck a distance of 200.87 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 3.99 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said parking deck a distance of 13.22 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 12.98 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said parking deck a distance of 4.00 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 274.49 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said parking deck a distance of 4.06 feet to a point; thence 90º00’ to the right in a Northwesterly direction along the face of said parking deck a distance of 13.00 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said parking deck a distance of 13.02 feet to a point; thence 90º00’ to the right in a Northwesterly direction along the face of said parking deck a distance of 3.89 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said parking deck a distance of 200.93 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said parking deck a distance of 3.91 feet to a point; thence 90º00’ to the right in a Southwesterly direction along the face of said parking deck and its extension a distance of 16.06 feet to a point along the roof overhang line of the newly constructed pedestrian bridge; thence 90º00’ to the right in a Northwesterly direction along said roof overhang line a distance of 95.00 feet to a point on the face of the existing parking deck; thence 90º00’ to the left in a Southwesterly direction along the face of the existing parking deck a distance of 15.94 feet to a point along the roof overhang line of the newly constructed pedestrian bridge; thence 90º00’ to the left in a Southeasterly direction along said roof overhang line a distance of 107.90 feet to a point on the face of the newly constructed parking deck; thence 90º00’ to the right in a Southwesterly direction along the face of said parking deck a distance of 6.79 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said parking deck a distance of 28.64 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said parking deck a distance of 21.62 feet to a point; thence 90º00’ to the right in a Southeasterly direction along the face of said parking deck a distance of 245.90 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said parking deck a distance of 3.90 feet to a point; thence 90º00’ to the right in a Southeasterly direction along the face of said parking deck a distance of 13.02 feet to a point; thence 90º00’ to the left in

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a Northeasterly direction along the face of said parking deck a distance of 13.19 feet to a point; thence 90º00’ to the right in a Southeasterly direction along the face of said parking deck a distance of 3.98 feet to the Point of Beginning.

Containing 74,417 square feet or 1.708 acres.

TOGETHER WITH, a non exclusive easement for pedestrian and vehicular ingress and egress to, upon, over and across the Protective Road, Protective Driveway and Orchid Driveway (as the same are described in the certain Reciprocal Easement Agreement by and between Orchid, L.L.C. and Protective Life Insurance Company dated as of January 19, 1996, and recorded as Instrument #9601/6971 in the Probate Office of Jefferson County, Alabama, as amended and restated by Amended and Restated Reciprocal Easement Agreement dated as of March 16, 2004, and recorded as Instrument #200405/9866, in said Probate Office),  as the same may be modified or relocated.

TOGETHER WITH, (a) a non-exclusive easement for the purpose of pedestrian and vehicular ingress and egress to, on, over and across the Common Driveway; (b) an easement along the Common Access Driveway for the drainage of storm water; and, (c) an easement along the Common Access Driveway and over the Company Tract for installing, operating, and maintaining utility facilities (as the same are described in that certain Reciprocal Easement Agreement by and between Protective Life Insurance Company and Wachovia Capital Investments, Inc. dated as of the 1st day of February, 2000, and recorded as Instrument #200004/0950, in the Probate Office of Jefferson County, Alabama, as amended by First Amendment to Reciprocal Easement Agreement dated as of September 1, 2004 and recorded as Instrument #200413/6654, in said Probate Office).

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EXHIBIT B

Other Defined Terms

 “Facility”:  the collective reference to (i) the Lessor’s leasehold interest in the Site, (ii) the Improvements, and (iii) all plans, specifications, warranties and related rights and operating, maintenance and repair manuals related thereto and all replacements of any of the above.

 “Facility Plan”:  means the “Facility Plan” as defined and used in the Original Lease Agreement.

 “Improvements”:  collectively, the building and nearby parking deck to be constructed and related enhancements and improvements, including furniture, fixtures and equipment constructed or installed on the Site in accordance with the Facility Plan, together with all accessions thereto and replacements thereof, and together with all accessories, equipment, parts and devices necessary to achieve completion as contemplated under the Original Lease Documents, and all fixtures now or hereafter included in or attached to the Site, the building and such enhancements and improvements and modifications, but excluding the Site.

 “Site”:  certain real property located in Birmingham, Alabama, described in greater detail on Exhibit A to the Investment Agreement and the Lease.

 “UCC”:  the Uniform Commercial Code as in effect in the State of Alabama and any other jurisdiction whose laws may be mandatorily applicable.

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SCHEDULE 14

Insurance Requirements

The Lessee will provide, or cause to be provided, insurance in accordance with the terms of this Schedule, which insurance shall be placed and maintained with Permitted Insurers.  As to each of the building annex and parking deck portions of the Facility, until the issuance of a certificate of occupancy as to such portion, such insurance may be provided through the general contractor’s builder’s risk and liability coverage.

(a) Insurance Coverages and Limits

At all times subsequent to the Lease Commencement Date, the Lessee shall provide, or cause to be provided, the following property and liability coverages with respect to the Facility:

(i) all-risk property coverage, with limits of coverage at least equal to the replacement cost (which limits shall be not less than $60,000,000 for the Facility), which insurance coverage may, at the Lessee’s option, be included under any “blanket” policy maintained by the Lessee so long as such “blanket” policy provides for all-risk property coverage with respect to the Facility and any other Property covered thereby, with limits of coverage at least equal to the aggregate replacement cost of the Facility (provided, however, that such insurance, in either case, shall provide for replacement cost coverage, provided that the insured property is replaced, and, provided further, that the insurance shall not have the effect of causing the Lessee or any of its Affiliates to be deemed a co-insurer), with respect to the Lessee and any Affiliate of the Lessee providing services with respect to the Facility, or if the Lessee elects to effect the coverage required by this Paragraph under a “blanket” policy, the Lessee and its Affiliates insured thereby, such insurance to include, coverage for (x) floods (if required by applicable law or regulation), windstorms, hurricanes, tornados, collapse and other perils (including debris removal and cleanup) and such insurance to cover equipment separated from the Facility, transit of equipment and consumables to and from the Site, labor claims, in each case with respect to the Facility, and such insurance to include coverage for all other risks and occurrences customarily included under all-risk policies available with respect to Property similar in installation, location and operation to the Facility (or the Facility and all other Property insured thereby if all are covered under a “blanket” policy), and (y) “boiler and machinery” property damage insurance on a comprehensive basis with respect to damage to the machinery, plants, equipment or similar apparatus (including production machinery) included in the Facility (or the Facility and all other Property insured thereby if all are covered under a “blanket” policy), from risks and in amounts normally insured against under machinery policies.

(ii)

(1) statutory workers’ compensation and occupational disease insurance in accordance with applicable state and federal law, and employer’s liability insurance with primary and excess coverage limits of not less than $1,000,000;

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(2) commercial general liability insurance covering operations of the Lessee, contractual liability coverage, contingent liability coverage arising out of the operations of the Facility, cross-liabilities coverage, sudden and accidental seepage and pollution coverage, and other coverage for hazards customarily insured with respect to Property similar in construction, location, occupancy and operation to the Facility, with limits complying with the underlying requirements of the excess liability policy described in Paragraph (a)(ii)(3);

(3) excess commercial liability insurance in excess of the liability policies described in Paragraphs (a)(ii)(1) and (2) to bring to limits of not less than $1,000,000 for each occurrence and in the aggregate per year with respect to the Lessee and its Affiliates.

(iii)          The policy or policies providing the coverage required by paragraphs (a)(i) and (a)(ii)(2) and (a)(ii)(3) may include deductible amounts for the account of the Lessee or its Affiliates, as the case may be, not to exceed $25,000 in the aggregate for all such coverages.

(b) Insurance Endorsements - Any insurance carried in accordance herewith shall, except as hereinafter permitted, provide or be endorsed to provide that:

(i) the Lessor, as its interests may appear, shall be included as an additional insured or named as loss payee but only with respects coverages required by Paragraphs (a)(i), with the understanding that any obligation imposed upon the insured (including, without limitation, the liability to pay premiums) under any policy required by this Schedule shall be the obligation of the Lessee and its Affiliates) and not that of the Lessor;

(ii) as to all policies of property insurance, a non-contributory clause or endorsement to the effect that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of the Lessee or its Affiliates which might otherwise result in forfeiture of or denial of coverage with respect to such insurance;

(iii)          the insurer thereunder waives all rights of subrogation against the Lessor;

(iv)          such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the Lessor with respect to its interests in the Facility; and

(v) if such insurance is cancelled for any reason whatsoever (including, without limitation, nonpayment of premium) or any material change is made in the coverage that affects the interests of the Lessor, such cancellation or change shall not be effective as to the Lessor for 10 days for nonpayment of premiums and otherwise for 45 days, in both cases after receipt by the Lessor (at the address provided pursuant to Section 22 of the Lease) of written notice sent by certified mail from such insurer of such cancellation or change.

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(c) Adjustment of Property Losses - After the occurrence and during the continuation of a Cancellation Event or Termination Event, the loss, if any, under any property insurance covering the Facility required to be carried by this Schedule shall be adjusted with the insurance companies or otherwise collected, including, without limitation, the filing of appropriate proceedings, by the Lessee in consultation with the Lessor.

(d) Upon request, the Lessee will furnish the Lessor evidence of such insurance relating the Facility.

(e) Additional Insurance by the Lessor or the Lessee - Nothing in this Schedule shall prohibit the Lessor or the Lessee, as their respective interests may appear, from maintaining for their own account, at the expense of the Person purchasing such insurance, additional insurance on or with respect to the Facility, or any part thereof, with coverage exceeding that otherwise required under this Schedule, unless such insurance would conflict with or limit the insurance otherwise required under this Schedule.

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EX-10.(G)(5)

Exhibit 10.(g)(5)

AMENDED AND RESTATED

INVESTMENT AND PARTICIPATION AGREEMENT

Dated as of January 11, 2007

Among

PROTECTIVE LIFE INSURANCE COMPANY,

As the Company,

WACHOVIA DEVELOPMENT CORPORATION

(as assignee of Wachovia Capital Investments, Inc.),

as Lessor,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

and

THE LEASE PARTICIPANTS SIGNATORIES HERETO

TABLE OF CONTENTS

		Page
ARTICLE I.	Defined Terms and Accounting Matters	2
Section 1.01	Terms Defined Above	2
Section 1.02	Certain Defined Terms	2
Section 1.03	Accounting Terms and Determinations	2
ARTICLE II.	Commitments	2
Section 2.01	Lessor Investments; Purchase of Ownership Interests	2
Section 2.02	[Intentionally Omitted]	3
Section 2.03	[Intentionally Omitted]	3
Section 2.04	Certain Supplemental Rent	3
Section 2.05	Ownership Interests; Administrative Agent as Administrative Agent; Record of Payments	4
Section 2.06	Lessor Confirmation Letter	4
Section 2.07	[Intentionally Omitted]	5
Section 2.08	[Intentionally Omitted]	5
ARTICLE III.	Recovery of Lessor Investments; Payment of Yield and Other Amounts	5
Section 3.01	Recovery of Lessor Investments	5
Section 3.02	Redemptions	5
Section 3.03	Yield on Lessor Investments; Overdue Amounts	6
Section 3.04	Payments by Lessor	6
Section 3.05	Applications of Payments and Proceeds	6
ARTICLE IV.	Payments; Computations; Etc	9
Section 4.01	Payments	9
Section 4.02	Pro Rata Treatment	9
Section 4.03	Computations	9
Section 4.04	Non-receipt of Funds by the Lessor	10
Section 4.05	Sharing of Payments	10
Section 4.06	Taxes	10

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		Page
ARTICLE V.	Yield Protection and Illegality	12
Section 5.01	Basis for Determining Yield Rate Inadequate or Unfair	12
Section 5.02	Illegality	13
Section 5.03	Increased Cost and Reduced Return	14
Section 5.04	Base Rate Substituted for Adjusted LIBO Rate	16
Section 5.05	Compensation	16
Section 5.06	Payments and Computations	16
ARTICLE VI.	Conditions Precedent	17
Section 6.01	Conditions Precedent to Effectiveness of this Agreement	17
Section 6.02	[Intentionally Omitted]	19
Section 6.03	Closing	19
ARTICLE VII.	Representations and Warranties	20
Section 7.01	Company Representations and Warranties	20
ARTICLE VIII.	Covenants	26
Section 8.01	Information	26
Section 8.02	Maintenance and Inspection of Property, Books and Records	28
Section 8.03	Related Contracts	28
Section 8.04	Consolidations, Mergers and Sales of Assets	28
Section 8.05	Maintenance of Existence	29
Section 8.06	Dissolution	29
Section 8.07	[Intentionally Omitted]	29
Section 8.08	Compliance with Laws; Payment of Taxes	29
Section 8.09	Insurance	29
Section 8.10	Maintenance of Property	30
Section 8.11	Environmental Notices	30
Section 8.12	Environmental Matters	30
Section 8.13	Environmental Release	30
Section 8.14	Transactions with Affiliates	31

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		Page
Section 8.15	Further Assurances	31
Section 8.16	Compliance with Certain Documents, Permits, Etc	31
Section 8.17	Maintenance; Etc	31
Section 8.18	[Intentionally Omitted]	31
Section 8.19	Liens, Etc	31
Section 8.20	Facility Plan	32
Section 8.21	Change in Fiscal Year	32
Section 8.22	Intentionally Omitted	32
Section 8.23	Restrictions on Ability of Subsidiaries to Pay Dividends	32
Section 8.24	Adjusted Consolidated Net Worth	32
Section 8.25	Ratio of Adjusted Consolidated Indebtedness to Consolidated Capitalization	32
Section 8.26	Ratio of Unconsolidated Cash Inflow Available for Interest Expense to Adjusted Consolidated Interest Expense	32
Section 8.27	Company’s Total Adjusted Capital	32
Section 8.28	Restricted Payments	32
Section 8.29	Anti-Terrorism Laws	33
Section 8.30	Company as Agent of Lessor With Respect to the Facility	33
ARTICLE IX.	Events of Default	38
Section 9.01	Events of Default	38
Section 9.02	Remedies	40
ARTICLE X.	The LESSOR as Servicing Agent for the Lease Participants; THE Administrative Agent	42
Section 10.01	Lessor as Servicing Agent	42
Section 10.02	Appointment of the Administrative Agent	44
ARTICLE XI.	Miscellaneous	45
Section 11.01	Amendments, Etc	45
Section 11.02	Notices	46

iii

		Page
Section 11.03	Payment of Expenses, Indemnities, Etc	47
Section 11.04	No Waiver; Remedies	51
Section 11.05	Right of Set-Off	51
Section 11.06	Assignments and Participations	52
Section 11.07	Invalidity	55
Section 11.08	Entire Agreement	55
Section 11.09	References	55
Section 11.10	Successors; Survivals	56
Section 11.11	Captions	56
Section 11.12	Counterparts	56
Section 11.13	Confidentiality	56
Section 11.14	Governing Law; Submission to Jurisdiction	57
Section 11.15	Yield	57
Section 11.16	Characterization	58
Section 11.17	Compliance	59
Section 11.18	Facility	59
Section 11.19	Funding Parties	59
Section 11.20	Waiver of Jury Trial	60
Section 11.21	Certain Acknowledgments of the Parties	60
Section 11.22	Amendment and Restatement	60

EXHIBITS

Exhibit A	–	Legal Description of Site
Exhibit B	–	Ownership Certificate
Exhibit C	–	Form of Assignment and Acceptance
Exhibit D	–	Form of legal opinion of counsel to the Company and the Guarantor

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			Page
Exhibit E	–	Form of Compliance Certificate
Exhibit F	–	Form of Amended and Restated Guaranty
Exhibit G	–	Form of Lessor Confirmation Letter

SCHEDULES

Schedule 1.02	–	Defined Terms
Schedule 1.02(b)	–	Pricing Schedule
Schedule 1.02(c)	–	Limited Recourse Events of Default
Schedule 7.01(e)	–	Litigation
Schedule 7.01(h)	–	Subsidiaries
Schedule 7.01(n)	–	Environmental Matters

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AMENDED AND RESTATED INVESTMENT AND
PARTICIPATION AGREEMENT

AMENDED AND RESTATED INVESTMENT AND PARTICIPATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement” or the “Investment Agreement”) dated as of January 11, 2007, by and among PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation (the “Company”), WACHOVIA DEVELOPMENT CORPORATION, as Lessor (the “Lessor”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lessor and the Lease Participants (in such capacity, the “Administrative Agent”), and each of the Lease Participants that is a party hereto or becomes a party hereto as provided in Section 11.06 (individually, together with its successors and assigns, a “Lease Participant,” and collectively, together with their successors and assigns, the “Lease Participants”).

RECITALS

WHEREAS, pursuant to the Original Ground Lease (as this and other terms are used in these Recitals are defined below), WCI acquired a ground lease of certain real property located in Jefferson County, Alabama, described in greater detail on Exhibit A (the “Site”), and has, pursuant to the Original Lease Documents, constructed and installed on the Site an annex office building and a related parking deck and related enhancements and improvements, including furniture, fixtures and equipment; and

WHEREAS, the Company, acting as WCI’s agent pursuant to the terms of the Original Agency Agreement, completed the construction and installation of all such enhancements and improvements on the Site and currently provides certain operations, maintenance, and management support in respect of the Facility; and

WHEREAS, pursuant to the Original Lease Agreement, WCI leased the Facility to the Company; and

WHEREAS, to finance the acquisition of the Lessor’s ground lease of the Site and the construction and installation of the building, related parking deck and such related enhancements and improvements on the Site for the use and benefit of the Company in accordance with the Original Lease Agreement, WCI, at the Company’s request, made Lessor Investments in the Facility in an aggregate principal amount of $75,000,000, and the Lease Participants purchased Ownership Interests from WCI; and

WHEREAS, to induce WCI and the Lease Participants to enter into the Original Investment and Participation Agreement and other Original Lease Documents, the Guarantor executed and delivered the Original Guaranty Agreement in favor of WCI (for the ratable benefit of the Lease Participants);

WHEREAS, the Company has requested to refinance and extend the maturity of the Original Lease Agreement by, among other things, entering into this Agreement, the Amended and Restated Ground Lease, and the Amended and Restated Lease Agreement, and, in

anticipation of such refinancing and extension, WCI has assigned 100% of its interest in the Original Lease Documents to Lessor pursuant to the terms of the Lessor Assignment Agreement;

WHEREAS, Guarantor will enter into the Amended and Restated Guaranty Agreement to, among other things but subject to certain limitations, guarantee the obligations of the Company to the Lessor (for the ratable benefit of certain of the Lease Participants);

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINED TERMS AND ACCOUNTING MATTERS

Section 1.01   Terms Defined Above.  As used in this Agreement, the terms defined in the preamble and above shall have the meanings indicated above.

Section 1.02   Certain Defined Terms.  As used herein, all capitalized terms used but not otherwise defined herein shall have the meaning specified for such term in Schedule 1.02.

Section 1.03   Accounting Terms and Determinations.  Unless otherwise specified herein, all terms of an accounting character used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP (except that financial statements of the Insurance Subsidiaries shall be prepared in accordance with SAP), applied on a basis consistent (except for changes concurred with by the Guarantor’s independent public accountants or otherwise required by a change in GAAP) with the most recent audited consolidated financial statements of the Guarantor and the Consolidated Subsidiaries delivered to the Funding Parties unless with respect to any such change concurred with by the Guarantor’s independent public accountants or required by GAAP or SAP, in determining compliance with any of the provisions of this Agreement or any of the other Operative Documents: (a) the Guarantor shall have objected to determining such compliance on such basis at the time of delivery of such financial statements, or (b) the Majority Funding Parties shall so object in writing within 30 days after the delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 8.01, shall mean the financial statements referred to in Section 7.01(d)).

ARTICLE II.

COMMITMENTS

Section 2.01   Lessor Investments; Purchase of Ownership Interests.

(a)           Lessor Investments.  The Company and Lessor acknowledge and agree that all fundings of “Lessor Advances” and “Lease Participant Advances” (as each of such terms was

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defined in the Original Investment and Participation Agreement) were duly made pursuant to the Original Investment Agreement and that, before the date hereof, all “Lessor Commitments” and “Lease Participant Commitments” (as each of such terms was defined in the Original Investment and Participation Agreement) expired or were terminated in their entirety.  All parties hereto as of the Restatement Closing Date acknowledge and agree that (i) pursuant to the Initial Master Assignment and Acceptance (which is deemed to be effective immediately before the effectiveness of this Agreement), Lessor accepted 100% of the Lessor Investments from all Lease Participants; (ii) pursuant to the terms of this Agreement and the Secondary Master Assignment and Acceptance (which is deemed effective contemporaneously herewith), all such Lessor Investments outstanding immediately before the effectiveness of this Agreement are hereby deemed to be recharacterized such that they constitute A Percentage Lessor Investments and B Percentage Lessor Investments (with a portion of the B Percentage Lessor Investments being in excess of the Non-Recourse Amount and the remainder being attributable to the Non-Recourse Amount); and (iii) pursuant to the Secondary Master Assignment and Acceptance, each of the Lease Participants under this Agreement have accepted from Lessor such A Percentage Lessor Investments and/or B Percentage Lessor Investments (and, consequently, related A Percentage Ownership Interests and B Percentage Ownership Interests) as are indicated in the Secondary Master Assignment and Acceptance and, as of the Restatement Closing Date, the signature pages hereof.

(b)           On the Restatement Closing Date, and after giving full effect to the Secondary Master Assignment and Acceptance, the Lessor shall furnish to each Lease Participant, with a copy to the Company, a certificate in the form of Exhibit B (an “Ownership Certificate”) setting forth, as of the date hereof, the information described in Section 2.05(a).

Section 2.02   [Intentionally Omitted].

Section 2.03   [Intentionally Omitted].

Section 2.04   Certain Supplemental Rent.  In addition to other Supplemental Rent payable pursuant to the Operative Documents, the Company shall pay to the Lessor (for its own account and for the account of any other Person as specified below) the Supplemental Rent described in this Section 2.04 pursuant to the provisions hereof.

(a)           [Intentionally Omitted].

(b)           The Company shall pay or cause to be paid to the Lessor Supplemental Rent in the amount of 0.05% of the Unrecovered Lessor Investments as of the Restatement Closing Date (the “Upfront Supplemental Rent”).  The Upfront Supplemental Rent shall be payable in full on the Restatement Closing Date.  Promptly upon receipt by the Lessor of such payment of the Upfront Supplemental Rent, it shall distribute to each Lease Participant its Percentage Share thereof.

(c)           On the Restatement Closing Date, the Company shall pay or cause to be paid to the Administrative Agent, for the account of Arranger, Supplemental Rent in the amount set forth in the Engagement and Fee Letter (the “Arranger’s Supplemental Rent”), which Arranger’s Supplemental Rent shall be deemed fully earned on the Restatement Closing Date and, once

3

paid, shall be non-refundable.  The Company shall pay to Administrative Agent, for its own account, an administrative fee in the amount of $25,000.00 per year (the “Administrative Supplemental Rent”), which Administrative Supplemental Rent shall be paid initially on the Restatement Closing Date and on each anniversary thereof until the Lease Termination Date.  The Administrative Supplemental Rent shall be deemed fully earned on the Restatement Closing Date and on each anniversary thereof and, once paid, shall be non-refundable.

Section 2.05   Ownership Interests; Administrative Agent as Administrative Agent; Record of Payments.

(a)           The Ownership Certificates furnished by the Lessor pursuant to Sections 2.01(b), 3.02 and 11.06 shall evidence, as of the date thereof, the aggregate amount of (i) all Lessor Investments, (ii) the A Percentage Ownership Interests owned by the Lessor and each A Percentage Lease Participant, (iii) the A Percentage Share of the Lessor and each A Percentage Lease Participant, (iv) the percentage which the A Percentage Lessor Investments bears to the total Lessor Investments, (v) the B Percentage Ownership Interests owned by the Lessor and each B Percentage Lease Participant, (vi) the B Percentage Share of the Lessor and each B Percentage Lease Participant, (vii) the percentage which the B Percentage Lessor Investments bears to the total Lessor Investments and (viii) with respect to each B Percentage Lease Participant, the identification of that portion of such B Percentage Lease Participant’s B Percentage Lessor Investments which is attributable to the Non-Recourse Amount and that portion which is in excess of the Non-Recourse Amount.  Such Ownership Certificates shall be final and conclusive evidence of the amounts set forth therein, in the absence of manifest error.  The sale by the Lessor to the Lease Participants of Ownership Interests shall be absolute sales, and the Lease Participants shall have no recourse to the Lessor in the event of failure of the Company to pay any Rent, fees or other amounts payable pursuant to the Lease, this Agreement and the other Operative Documents which are attributable to their Ownership Interests, or right to require the Lessor to repurchase their Ownership Interests in any event.

(b)           The Lessor shall serve as the servicing agent for the Lease Participants to collect and receive all payments of Rent and other amounts payable pursuant to the Lease, this Agreement and the other Operative Documents which are attributable to their Ownership Interests, and such amounts, when received by the Lessor and until distributed to the Lease Participants pursuant to the Lease, this Agreement or the other Operative Documents, shall be held by the Lessor in trust for the Lessor and the Lease Participants.  In accordance with Section 10.02, the parties hereto acknowledge and agree that the Administrative Agent shall perform certain of the Lessor’s obligations and be entitled to certain rights hereunder.

(c)           The Administrative Agent, on behalf of the Lessor, shall maintain a record of payments of Rent and all other amounts paid to the Lessor pursuant to the Lease, this Agreement and the other Operative Documents, and the amounts paid by the Lessor to the Lease Participants pursuant to this Agreement, and such record shall be final and conclusive evidence of the amounts recorded therein, absent manifest error.  A copy of such record shall be made available to the Company and any Lease Participant upon its request.

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Section 2.06   Lessor Confirmation Letter.  Upon Lessee’s request made in writing, but no more frequently than once per fiscal quarter, Lessor shall provide an update to the letter referred to in Section 6.01(h).

Section 2.07   [Intentionally Omitted].

Section 2.08   [Intentionally Omitted].

ARTICLE III.

RECOVERY OF LESSOR INVESTMENTS;
PAYMENT OF YIELD AND OTHER AMOUNTS

Section 3.01   Recovery of Lessor Investments.

(a)           The Company will pay or cause to be paid to the Lessor all Rent and other amounts payable to the Lessor, for the account of the Lessor and the Lease Participants, as the case may be, including all Unrecovered Lessor Investments, all accrued and unpaid Yield, Supplemental Rent and other amounts owing under this Agreement and the other Operative Documents, in full on the Maturity Date, subject to Section 3.01(b).

(b)           If, on or before the Maturity Date, the Company or the Guarantor (or any of their respective Affiliates) shall exercise the option to purchase the Facility in its entirety, then the purchase price for the Facility shall be equal to the Purchase Price and the proceeds of such sale, when received by the Lessor, shall be applied by the Lessor in the order specified in Section 3.05(a).  If, on the Maturity Date, no Cancellation Event shall have occurred and the Company or the Guarantor (or any of  their respective Affiliates) shall elect to pay the Final Rent Payment and not to purchase the Facility, and shall pay the Final Rent Payment, all amounts received by the Lessor pursuant to or in connection with the Lease, this Agreement or any other Operative Document or as proceeds of the disposition of the Facility shall be applied by the Lessor to pay the Unrecovered Lessor Investments and all accrued Yield (which shall be distributed ratably to the Funding Parties in accordance with their respective Ownership Interests), and to the Persons entitled thereto pursuant to the Operative Documents all Supplemental Rent and other amounts owing under this Agreement in the order specified in Section 3.05(b).

Section 3.02   Redemptions.

(a)           On or after the third anniversary of the Restatement Closing Date, the Company may from time to time, upon at least 2 Business Days’ notice to the Lessor which specifies the proposed date (which shall be a Business Day) and aggregate principal amount of the redemption and the Lessor Investments to be redeemed, and if such notice is given the Company shall, as specified in such notice, redeem no later than 12:00 noon, Charlotte, North Carolina, time, on such date, and the amount of such redemption payment, when received by the Lessor, shall be applied to redeem, the outstanding principal amounts of the Lessor Investments constituting A Percentage Lessor Investments, in whole or ratably in part, together with accrued Yield to the date of such redemption on the amount redeemed (and the Lessor shall, on the same Business Day on which received, distribute to the A Percentage Lease Participants as provided below; provided, however, that (i) each partial redemption shall be in an aggregate principal amount not

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less than $1,000,000 or an integral multiple of $500,000 in excess thereof, and (ii) in the event of any such redemption of Lessor Investments on any day other than the last day of the Yield Period for such Lessor Investments, the Company, as agent for the Lessor, shall be obligated to reimburse the applicable Funding Parties in respect thereof pursuant to, and to the extent required by, Section 5.05.  Any redemption pursuant to this Section 3.02 shall be allocated among the A Percentage Lessor Investments in accordance with their respective A Percentage Shares.  Within 5 Business Days after its receipt of such redemption amount, the Lessor, at the expense of the Company, shall execute and deliver to each of the Lease Participants a new Ownership Certificate, giving effect to such redemption and dated the date thereof.

(b)           [Intentionally Omitted].

Section 3.03   Yield on Lessor Investments; Overdue Amounts.

(a)           Yield shall accrue on the Lessor Investments and be payable at a rate per annum equal to the Adjusted LIBO Rate for the applicable Yield Period plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate (the “Yield”).

(b)           Notwithstanding the foregoing, the Company, by the payment of additional Rent under the Lease, or otherwise, shall pay or cause to be paid to the Lessor, at the applicable Default Rate on the amount of Lessor Investments, Yield, Supplemental Rent or other amounts owing by the Company under this Agreement or any other Operative Document which shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period commencing on the due date thereof until the same is paid in full, in each case to the maximum extent permitted by applicable law (and the Lessor shall, on the day of receipt, if received prior to 2:00 p.m., Charlotte, North Carolina, time, or on the next succeeding Business Day, if received at or after 2:00 p.m., Charlotte, North Carolina, time, distribute to the Lease Participants their respective A Percentage Share or B Percentage Share, as applicable, thereof, or to such other Person as shall be entitled thereto pursuant to the Operative Documents).

(c)           Accrued Yield on the Lessor Investments shall be payable on the last day of each Yield Period therefor and on the Maturity Date. Yield payable at the Default Rate shall be payable from time to time on demand.

(d)           Promptly after the determination of the rate of any Yield provided for herein or any change therein, the Lessor shall notify the Lease Participants which have an Ownership Interest in such Yield and the Company of such determination or change.

Section 3.04   Payments by Lessor.  All moneys received by the Lessor pursuant to the Lease including, but not limited to, payments of Basic Rent, Supplemental Rent, the Termination Value or the Final Rent Payment, except for amounts allocable to fees and expenses of the Lessor pursuant to the Operative Documents and amounts comprising Supplemental Rent payable to third Persons, if any, shall be paid to the Funding Parties in accordance with, and to pay amounts owing pursuant to, the terms of this Agreement, including without limitation Section 4.01 and, if applicable, Section 3.05.

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Section 3.05   Applications of Payments and Proceeds.

(a)           Upon the occurrence of (x) a Cancellation Event or (y) a Termination Event (and the Company elects pursuant to Section 15(a) of the Lease to exercise its option to purchase the Facility for the Purchase Price), or if the Company otherwise elects to acquire the Facility for the Purchase Price, the Purchase Price or the Termination Value, as the case may be, and all other monies received by the Lessor (or the Administrative Agent on the Lessor’s behalf) pursuant to or in connection with the Lease, this Agreement or any other Operative Document, including, without limitation, the proceeds of any insurance or condemnation awards received as a result of any Casualty Occurrence or Loss Event, shall be applied in the following order:

(i)            first, to pay or reimburse all Supplemental Rent and other costs and expenses, including, without limitation, those in connection with Indemnified Risks, increased costs, or Taxes, then due and owing to the Funding Parties under the other Operative Documents (collectively, the “Other Transaction Expenses”), pro rata to each such Person;

(ii)           second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); and

(iii)          third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and

(iv)          fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and

(v)           fifth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, to Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof).

Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company.

(b)           If (i) a Termination Event has occurred, (ii) a Cancellation Event does not exist and (iii) the Company has not elected to purchase the Facility for the Purchase Price, and has paid the Final Rent Payment pursuant to Section 15(a) of the Lease, then the Final Rent Payment shall be applied as follows:

(i)            first, to pay or reimburse all Other Transaction Expenses;

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(ii)           second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable);

(iii)          third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and

(iv)          fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and

(v)           fifth, the balance, if any, to be applied as provided in the following provisions of this paragraph (b).

In such circumstances, all other monies received by the Lessor pursuant to or in connection with the Lease, this Agreement or any other Operative Document or as proceeds of disposition of the Facility shall be applied as follows:

(i)            first, to pay to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof), an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, excluding the portion thereof attributable to the Lessor Equity Interest;

(ii)           second, to pay to the Lessor, for its own account, an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments attributable to the Lessor Equity Interest; and

(iii)          third, to reimburse the Company for Support Expenses.

Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company.

(c)           If the circumstances described in Section 3.05(b)(i) and (ii) exist, but the Company has either failed to elect to exercise its option to purchase the Facility, failed to make the Final Rent Payment and/or failed to furnish to the Lessor a satisfactory update of the environmental reports initially furnished with respect to the Facility, then the Lessor will be entitled to exercise foreclosure remedies set forth in Section 26 of the Lease and all moneys received by the Lessor from the disposition of the Facility or other foreclosure action, net of enforcement costs, will be applied (i) first, to payment of the Unrecovered Lessor Investments attributable to that portion of the principal balance of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, but excluding the portion thereof attributable to the Lessor Equity Interest (which payment shall be distributed to each of the B Percentage Lease Participants according to its B Percentage Share thereof), (ii) second, to the remaining

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Unrecovered Lessor Investments attributable to the Lessor Equity Interest (which shall be retained by the Lessor), and (iii) third, any remaining net proceeds shall be applied in accordance with 3.05(a) in the same manner as if the Final Rent Payment had been made, and in such circumstances, the Company shall remain liable for any deficiency in such remaining net proceeds to pay such amounts described in Section 3.05(a).

ARTICLE IV.

PAYMENTS; COMPUTATIONS; ETC.

Section 4.01   Payments.  The Company (or, in the case of the principal amount of the B Percentage Lessor Investments in the circumstances described in Section 3.05(b) and if the Company shall have paid the Final Rent Payment, the Lessor), shall make each payment under this Agreement, whether the amount so paid is owing to any or all of the Funding Parties, not later than 12:00 noon, Charlotte, North Carolina, time, without setoff, counterclaim, or any other deduction whatsoever, on the day when due in Dollars to the Lessor c/o the Administrative Agent, at its address: Wachovia Bank, National Association, 301 S. College Street, MC 0174, Charlotte, North Carolina 28288, Attention: Gabrielle Braverman, Reference: Protective Life Insurance Company Facility, or at such other location designated by notice to the Company from the Lessor, in same day funds,.  The Lessor will promptly thereafter (on the same day received, if received by 2:00 p.m., Charlotte, North Carolina, time) cause to be distributed to the other Funding Parties like funds relating to the payment of principal or Yield ratably (other than amounts payable pursuant to Section 4.06 or 11.03 or Article V) according to the respective amounts of such principal or Yield then due and owing to the Funding Parties, to be applied in accordance with the terms of this Agreement.  Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 11.06(d), from and after the effective date specified in such Assignment and Acceptance, the Lessor shall make all payments under this Agreement in respect of the interest assigned thereby to the assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.  Any payments and redemptions received hereunder, other than after the occurrence and during the continuation of a Cancellation Event or Termination Event, shall be applied in accordance with the purpose for which such payment or redemption is made.  All payments by the Company under any Operative Document shall be made in the manner specified in this Article IV.

Section 4.02   Pro Rata Treatment.  Except to the extent otherwise provided herein:  (a) each payment of A Percentage Lessor Investments and B Percentage Lessor Investments received by the Lessor shall be distributed to the A Percentage Lease Participants and B Percentage Lease Participants, as applicable, pro rata in accordance with their respective A Percentage Ownership Interests and B Percentage Ownership Interests, as applicable; (b) each payment of A Percentage Yield and B Percentage Yield received by the Lessor shall be distributed to the A Percentage Lease Participants and B Percentage Lease Participants pro rata in accordance with their respective A Percentage Ownership Interests and B Percentage Ownership Interests, as applicable; and (e) each amount received by a setoff by any Funding Party pursuant to Section 11.05 shall be shared with all other Funding Parties so that each Funding Party receives its A Percentage Share and B Percentage Share, respectively, thereof.

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Section 4.03   Computations.  All computations of Yield shall be made by the Lessor, on the basis of a year of 360 days (or, in the case of computations based on the Prime Rate, 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such Yield is payable.  Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time in such case shall be included in the computation of payment of Yield; provided, however, that if such extension would cause payment of Yield on or amount of any Lessor Investment to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

Section 4.04   Non-receipt of Funds by the Lessor.  Unless the Lessor shall have received notice from the Company, as Lessee under the Lease, prior to the date on which any payment is due to the Funding Parties hereunder that the Company will not make such payment in full, the Lessor may assume that the Company, as Lessee under the Lease, has made such payment in full to the Lessor on such date and the Lessor may, in reliance upon such assumption, but shall not be obligated to, cause to be distributed to each Lease Participant on such due date an amount equal to the amount then due such Lease Participant.  If and to the extent the Lessor or the Company shall not have so made such payment in full to the Lessor, each Lease Participant shall repay to the Lessor forthwith on demand such amount distributed to such Lease Participant together with interest thereon, for each day from the date such amount is distributed to such Lease Participant until the date such Lease Participant repays such amount to the Lessor, at a rate equal to (i) until the Business Day after the Business Day on which such demand is made, the Federal Funds Rate for such day and (ii) thereafter 50 basis points above the Federal Funds Rate for such day.

Section 4.05   Sharing of Payments.  If any Funding Party shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of its Ownership Interests (other than pursuant to Section 4.06 or 11.03 or Article V) in excess of its ratable share of payments then due and owing to it in accordance with the payment orders specified in Section 3.05 or Section 4.02 on account of the Lessor Investments obtained by all the Funding Parties, such Funding Party shall forthwith purchase from the other Funding Parties participations in such Ownership Interests of the other Funding Parties, as shall be necessary to cause such purchasing Funding Party to share the excess payment ratably with each of them (or, if necessary, to cause such purchasing Funding Party to assume the payment priority specified in Section 3.05), provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Funding Party, such purchase from each Funding Party shall be rescinded and each Funding Party shall repay to the purchasing Funding Party the purchase price to the extent of such recovery together with an amount equal to such Funding Party’s A Percentage Share or B Percentage Share, as applicable.  The Company agrees that any Funding Party so purchasing a participation from another Funding Party pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including any right of set-off) with respect to such participation as fully as if such Funding Party were the direct creditor of the Company in the amount of such participation.

Section 4.06   Taxes.

(a)           Any and all payments of principal, Yield and all other amounts to be paid to the Lessor, for itself or for distribution to any Lease Participant, by the Company, as Lessee under

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the Lease, or any other Operative Document to each Indemnified Party, shall be made, in accordance with Section 4.01, without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at any time hereafter imposed by any Governmental Authority or by any taxing authority thereof or therein, excluding in the case of each Funding Party, taxes imposed on or measured by the net income or net worth of any Funding Party, and franchise taxes imposed on such Funding Party (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”).  In the event that the Lessor or Company, as Lessee under the Lease, is required by applicable law to make any such withholding or deduction of Taxes with respect to any Ownership Interest or other amount, the Company, as Lessee under the Lease, shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Funding Party or other Person in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Funding Party or other Person additional amounts as may be necessary in order that the amount received by such Funding Party or other Person after the required deduction or withholding shall equal the amount such Funding Party would have received had no such deduction or withholding been made.

(b)           Each Lease Participant that is not chartered and organized under the laws of the United States of America or a state thereof (each a “Non-U.S. Domestic Participant”) agrees, as soon as practicable after receipt by it of a request by the Lessor or the Company, as Lessee under the Lease, to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant taxes, establishing that it is entitled to receive payments of principal and Yield under or in respect of this Agreement and its Ownership Interests without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided, that, if it is unable, by virtue of any applicable law, rule or regulation, to establish such exemption or to file such forms and, in any event, during such period of time as such request for exemption is pending, the Company, as Lessee under the Lease, shall nonetheless remain obligated under the terms of the immediately preceding paragraph.  Without limiting the foregoing, each Non-U.S. Domestic Participant agrees to deliver to the Lessor and to the Company, as Lessee under the Lease, promptly upon any request therefor from time to time, such forms, documents and other information as may be required by applicable law from time to time to establish that payment to such Non-U.S. Domestic Participant hereunder or with respect to its Ownership Interests or under the Guaranty are exempt from Taxes.  Without limiting the generality of the foregoing, each Non-U.S. Domestic Participant agrees, on the date of its execution of this Agreement (or, in the case of an Eligible Assignee, on the date on which such Eligible Assignee becomes a party to this Agreement), to deliver in duplicate to the Lessor and to the Company, as Lessor under the Lease, accurate and duly completed and executed Internal Revenue Service Form 4224 or 1001 (as applicable), together with Internal Revenue Service Forms W-8 or W-9, as appropriate, establishing that such Non-U.S. Domestic Participant is entitled to a complete exemption from all Taxes imposed by the federal government of the United States by way of withholding, including without limitation, all backup withholding (“U.S. Withholding Taxes”).  Thereafter, from time to time (i) upon any change by a Non-U.S. Domestic Participant of its Applicable Funding Office, (ii) before or promptly after any event occurs (including, without limitation, the passing of time) requiring a change in or update of the most recent Form 4224 or 1001 previously delivered by such  Non-U.S. Domestic Participant, or (iii) upon the reasonable request of the Lessor or the Company, as Lessee under the Lease, such Non-U.S. Domestic Participant

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shall deliver in duplicate to the Lessor and to the Company, as Lessee under the Lease, accurate and duly completed and executed Form 4224 or 1001 (as applicable) (together with Forms W-8 or W-9, as aforesaid) in replacement of the forms previously delivered by such Non-U.S. Domestic Participant, establishing that such Non- U.S. Domestic Participant is entitled to an exemption in whole or in part from all U.S. Withholding Taxes except to the extent that a change in law has rendered all such forms inapplicable to such Non-U.S. Domestic Participant.

(c)           If the Internal Revenue Service or any other taxation authority in the United States or in any other jurisdiction successfully asserts a claim that such Non-U.S. Domestic Participant, the Lessor or the Company, as Lessee under the Lease, did not properly withhold tax from amounts paid to or for the account of any Non-U.S. Domestic Participant or its participant (because the appropriate form was not properly executed, or because such Non-U.S. Domestic Participant failed to notify the Lessor, Company, as Lessee under the Lease, of a change in circumstances which rendered the exemption from (or reduction in) U.S. Withholding Taxes ineffective), such Non-U.S. Domestic Participant shall indemnify the Company, as Lessee under the Lease, fully for all amounts paid, directly or indirectly, by the Lessor or the Company, as Lessee under the Lease, as applicable, as tax or otherwise, including, without limitation, penalties and interest.

(d)           In the event any Funding Party receives a refund from the Governmental Authority to which such Taxes were paid of any Taxes paid by the Company pursuant to this Section 4.06, it will pay to the Company the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Company shall promptly repay to it the amount of such refund.

(e)           Nothing in this Section shall require any Funding Party to disclose any information about its tax affairs or interfere with, limit or abridge the right of any Funding Party to arrange its tax affairs in any manner in which it desires.

(f)            Without prejudice to the survival of any other agreement of the Company hereunder, the agreements and obligations of the Company and the Funding Parties contained in this Section 4.06 shall be applicable with respect to any Funding Party, Eligible Assignee or other transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Funding Party, Eligible Assignee or other transferee (subject to Section 11.06(j)), and (ii) constitute a continuing agreement and shall survive for a period of 2 years after the termination of this Agreement and the payment in full of the Lessor Investments.

ARTICLE V.

YIELD PROTECTION AND ILLEGALITY

Section 5.01   Basis for Determining Yield Rate Inadequate or Unfair.  The Lessor shall give prompt notice to the Company and the Lease Participants of the applicable Yield determined by the Lessor for purposes of Sections 3.03(a) and (b).  If on or prior to the first day of any Yield Period:

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(a)           the Lessor determines that deposits in Dollars (in the applicable amounts), are not being offered in the relevant market for such Yield Period, or

(b)           the Majority Funding Parties determine and give notice to the Lessor that the rates or yield determined on the basis of the LIBO Rate for any Yield Period for Lessor Investments or Lease Participant Investments will not adequately and fairly reflect the cost to Majority Funding Parties of maintaining their respective Lessor Investments or Lease Participant Investments for such Yield Period, the Lessor shall forthwith so notify the Company and the Lease Participants, whereupon,

(i)            in the case of such notice from the Majority Funding Parties, the Lessor Investments and Lease Participant Investments will automatically, on the last day of the then existing Yield Period, accrue Yield at a rate based upon the Base Rate plus the Applicable Margin as set forth in the Pricing Schedule, and

(ii)           the obligation of the Majority Funding Parties to maintain Lessor Investments or Lease Participant Investments, as applicable, at the Adjusted LIBO Rate shall be suspended until the Lessor shall notify the Company and the Lease Participants that the circumstances causing such suspension no longer exist.

Upon the written request of the Company, the Lessor shall negotiate with the Company and the relevant Lease Participants for a reasonable period of time, as determined in the Lessor’s discretion, to develop a substitute interest rate basis hereunder; provided, however, (x) the Lessor, the Lease Participants and the Company make no representation, warranty or covenant that any such agreement will be made, and (y) any relevant Lessor Investments and Lease Participant Investments shall continue to have Yield accrue thereon at the Base Rate during the continuance of any such negotiations and thereafter should no alternate interest rate be agreed to by the necessary parties.

Section 5.02   Illegality.  If, after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (any such agency being referred to as a “Banking Authority” and any such event being referred to as a “Change of Law”), or compliance by any Funding Party (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any Banking Authority shall make it unlawful or impossible for any Funding Party (or its Applicable Funding Office) to make or maintain its Lessor Investments or Lease Participant Investments, as applicable, based upon the Adjusted LIBO Rate and such Funding Party (if not the Lessor) shall so notify the Lessor, the Lessor shall forthwith give notice thereof to the other Funding Parties and to the Company and the Guarantor, whereupon until such Funding Party notifies the Lessor (if it is not such Funding Party), the other Funding Parties, the Company and the Guarantor that the circumstances giving rise to such suspension no longer exist, the obligation of such Funding Party to make or maintain Lessor Investments or Lease Participant Investments, as applicable, based upon the Adjusted LIBO Rate shall be suspended.  Before giving any notice to the Lessor (or, in the case of the Lessor as a Funding Party, to the Company) pursuant to this Section, such Funding Party shall designate a different Applicable Funding Office if such designation will avoid the need for giving such notice and will

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not, in the judgment of such Funding Party, be otherwise disadvantageous to such Funding Party.  If such Funding Party shall determine that it may not lawfully continue to maintain and fund any of its outstanding Lessor Investments or Lease Participant Investments, as applicable, to maturity and shall so specify in such notice, the Company shall immediately redeem the full amount of the Lessor Investments (if such Funding Party is the Lessor) together with Yield thereon, or the full amount of such Funding Party’s Lease Participant Investments (if such Funding Party is not the Lessor) together with Yield thereon.  At any time within 90 days after the giving of a notice by any Lease Participant pursuant to this Section 5.02, so long as no Event of Default shall be in existence, and so long as the Lessor has granted its consent (which it may grant or withhold in its sole and absolute discretion), the Company may require by written notice to that Lease Participant that (a) it assign its Lease Participant Investments to another Lease Participant or to a bank or other financial institution selected by the Company which is willing to accept such assignment or (b) it surrender its Lease Participant Investments and terminate its rights and obligations as a Lease Participant hereunder, concurrently with a redemption by the Company of the Lease Participant Investments of such Lease Participant together with Yield thereon (which redemption and Yield shall be paid to such Lease Participant).

Section 5.03   Increased Cost and Reduced Return.

(a)           If after the date hereof, a Change of Law or compliance by any  Funding Party (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any Banking Authority:

(i)            shall subject any Funding Party (or its Applicable Funding Office) to any tax, duty or other charge on its Lessor Investments or Lease Participant Investments, or maintain its Lessor Investments or Lease Participant Investments or shall change the basis of taxation of payments to any Funding Party (or its Applicable Funding Office) of the principal amount of or interest on its Lessor Investments or Lease Participant Investments, or Yield thereon or any other amounts due under this Agreement or any other Operative Document in respect of its Lessor Investments or Lease Participant Investments (except for changes in the rate of any tax based on the net income, net worth or gross receipts of such Funding Party or its Applicable Funding Office); or

(ii)           shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Funding Party (or its Applicable Funding Office); or

(iii)          shall impose on any Funding Party (or its Applicable Funding Office) or on the United States market or the London interbank market any other condition affecting its Lessor Investments or Lease Participant Investments, or obligation to make or maintain Lessor Investments or Lease Participant Investments;

and the result of any of the foregoing is to increase the cost to such Funding Party (or its Applicable Funding Office) of making or maintaining any Lessor Investments or Lease

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Participant Investments, or to reduce the amount of any sum received or receivable by such Funding Party (or its Applicable Funding Office) under this Agreement or any other Operative Document with respect thereto, by an amount deemed by such Funding Party to be material, then, within fifteen (15) days after demand by such Funding Party (with a copy to the Lessor, if it is not such Funding Party), the Company shall pay to such Funding Party such additional amount or amounts as will compensate such Funding Party for such increased cost or reduction; provided, however, that no such amount may be claimed by any Funding Party which is attributable to periods prior to the date which is 180 days preceding the date on which the officer of the Funding Party having primary responsibility for asset-liability management shall have obtained actual knowledge of such Change of Law or request or directive.  At any time within 90 days after payment by the Company of any material amount to any Lease Participant or Lease Participants pursuant to paragraph (a) or (b) of this Section, so long as no Event of Default shall be in existence, and so long as the Lessor has granted its consent (which it may grant or withhold in its sole and absolute discretion), the Company may require by written notice to each such Lease Participant that (i) it assign its Lease Participant Investments to another Lease Participant or to a bank or other financial institution selected by the Company which is willing to accept such assignment or (ii) it surrender its Lease Participant Investments and terminate its rights and obligations as a Lease Participant hereunder, concurrently with a redemption by the Company of the Lessor Investments by an amount equal to the Lease Participant Investments held by that Lease Participant together with Yield thereon (which redemption and Yield shall be paid to such Lease Participant).

(b)           If any Funding Party shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or official administration thereof, or compliance by any Funding Party (or its Applicable Funding Office) or any Person controlling such Funding Party with any request or directive regarding capital adequacy (whether or not having the force of law) of any Banking Authority, has or would have the effect of reducing the rate of return on such Funding Party’s or such controlling Person’s capital as a consequence of its obligations hereunder to a level below that which such Funding Party or such controlling Person could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Funding Party or such controlling Person to be material, then from time to time, within 15 days after demand by such Funding Party or such controlling Person, the Company shall pay to such Funding Party such additional amount or amounts as will compensate such Funding Party or such controlling Person for such reduction, subject to the proviso at the end of Section 5.03(a).

(c)           Each Funding Party will promptly notify the Lessor (if such Funding Party is a Lease Participant) and the Company of any event of which its officer having primary responsibility for asset-liability management has knowledge, which occurs or is expected to occur after the date hereof, which will entitle such Funding Party to compensation pursuant to and subject to the limitations contained in this Section and will designate a different Applicable Funding Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Funding Party, be otherwise materially disadvantageous to such Funding Party.  A certificate of any Funding Party claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be presumed to be correct in the absence of manifest

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error.  In determining such amount, such Funding Party may use any reasonable averaging and attribution methods.  Nothing in this Section shall require any Funding Party to disclose any information about its tax affairs or interfere with, limit or abridge the right of any Funding Party to arrange its tax affairs in any manner it desires, subject to Section 11.16(b).

(d)           The provisions of this Section 5.03 shall (i) be applicable with respect to any Funding Party, assignee or other transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Funding Party, assignee or other transferee and (ii) constitute a continuing agreement and shall survive for a period of one year after the termination of this Agreement and the redemption in full of the Lessor Investments and Lease Participant Investments.

Section 5.04   Base Rate Substituted for Adjusted LIBO Rate.  If (i) the obligation of any Funding Party to make or maintain Lessor Investments or Lease Participant Investments has been suspended pursuant to Section 5.02 or (ii) any Funding Party has demanded compensation under Section 5.03, and the Company shall, by at least 5 Business Days’ prior notice to such Funding Party, with a copy to the Lessor (if it is not such Funding Party), have elected that the provisions of this Section shall apply to such Funding Party, then, unless and until such Funding Party notifies the Lessor (if it is not such Funding Party) and the Company that the circumstances giving rise to such suspension or demand for compensation no longer apply:

(a)           all Lessor Investments or Lease Participant Investments that would otherwise be made or maintained by such Funding Party (and Lessor Investments related thereto, if such Funding Party is a Lease Participant) based upon the Adjusted LIBO Rate shall be made or, from the beginning of the next Yield Period therefor, be maintained instead based upon the Base Rate, plus the Applicable Margin (in all cases Yield and principal or other amounts payable on such Lessor Investments and/or Lease Participant Investments shall be payable contemporaneously with the related or comparable amount payable in respect of the other Funding Parties), and

(b)           after each of the Lessor Investments and/or Lease Participant Investments made or maintained based upon the Adjusted LIBO Rate has been repaid, all payments of principal that would otherwise be applied to redeem such Lessor Investments and/or Lease Participant Investments shall be applied to redeem Lessor Investments and/or Lease Participant Investments made or maintained based upon the Base Rate instead.

Section 5.05   Compensation.  Upon the request of any Funding Party, delivered to the Lessor (if it is not such Funding Party) and the Company, the Company shall pay to such Funding Party such amount or amounts as shall compensate such Funding Party for any loss, cost or expense incurred by such Funding Party as a result of any payment, prepayment or redemption (pursuant to Section 5.02 or otherwise) of a Lessor Investment or Lease Participant Investment on a date other than the last day of the Yield Period therefor.

Section 5.06   Payments and Computations.  Each determination by the Lessor of Yield, or by any Funding Party of an increased cost or increased capital or of illegality hereunder, shall be presumed to be correct and binding for all purposes (absent manifest error) if made reasonably and in good faith, subject to Section 5.03(c).

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ARTICLE VI.

CONDITIONS PRECEDENT

Section 6.01   Conditions Precedent to Effectiveness of this Agreement.  This Agreement shall become effective when (i) it shall have been executed by the Lessor and the Company and any A Percentage Lease Participants and B Percentage Lease Participants required by the Lessor as of the Restatement Closing Date and delivered to the office of the Lessor in Charlotte, North Carolina, (ii) the Lessor either shall have been notified at its office in Charlotte, North Carolina, by each A Percentage Lease Participant and B Percentage Lease Participant which it requires to be a Lease Participant as of the Restatement Closing Date that it has executed this Agreement or shall have received at its office in Charlotte, North Carolina, or by Lessor’s counsel, a counterpart of this Agreement executed by such A Percentage Lease Participant and/or B Percentage Lease Participants, and (iii) the Lessor (or the Funding Parties, as specified below) shall have received at its office in Charlotte, North Carolina, or by Lessor’s counsel, the following, each being in form and substance satisfactory to the Lessor and (as to this Agreement and the opinions described below) in sufficient counterparts for each Lease Participant:

(a)           Certificates of Company and Guarantor.  Certificates of the Secretary or Assistant Secretary of each of the Company and the Guarantor setting forth (i) resolutions of its board of directors authorizing the execution, delivery and performance of the obligations contained in this Agreement, with respect to the Company, and the other Operative Documents to which it is a party, with respect to the Company and the Guarantor, (ii) the officers of the Company and the Guarantor specified in such Secretary’s Certificates that are authorized to sign this Agreement and the other Operative Documents to which the Company or the Guarantor is a party and, until replaced by another officer or officers duly authorized for that purpose, to act as its respective representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Operative Documents to which it is a party and (iii) true and correct copies of the articles or certificate of incorporation and the bylaws of each of the Company and the Guarantor.  The parties to this Agreement may conclusively rely on such certificate until the Lessor (who shall promptly notify all other parties) receives notice in writing from the Company or the Guarantor, as the case may be,  to the contrary.

(b)           Opinion of Company’s and Guarantor’s Counsel.  Favorable opinions of Sutherland, Asbill & Brennan LLP, special counsel to the Company and the Guarantor, Balch and Bingham LLP, special Alabama counsel to the Company and the Guarantor, Bass, Berry & Sims, special Tennessee counsel to the Company and the Guarantor, and a senior in-house attorney working under the General Counsel of the Company and the Guarantor (together with a certificate from the Company’s and Guarantor’s general counsel in form and substance satisfactory to Lessor to the effect that such senior attorney is authorized and permitted to deliver such opinion under the respective bylaws, articles or certificate of incorporation, and internal policies and procedures of the Company and the Guarantor), in the aggregate covering the matters addressed in Exhibit D, and as to such other matters as any Funding Party, through the Lessor, may reasonably request.

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(c)           Execution and Delivery of Operative Documents.  Each of the other Operative Documents, including the Guaranty, duly completed and executed in sufficient number of counterparts for recording where appropriate.

(d)           Recordation of Security Instruments.  The Security Instruments (to the extent filing thereof is required for perfection or otherwise under applicable law) and all related financing statements and other requisite filing documents shall have been duly filed in the appropriate offices and, to the fullest extent allowed by applicable law, all costs and taxes associated with such filing shall have been paid or provided for by the Company.

(e)           Insurance Certification.  The Lessor shall have received a certificate by a firm of independent insurance brokers or consultants chosen by the Company setting forth the insurance obtained, and to be obtained pursuant to the Lease, with respect to the Facility and the Company’s operations with respect thereto.

(f)            Lessor Assignment Agreement.  The Lessor and WCI shall have executed and delivered the Lessor Assignment Agreement.

(g)           Environmental Matters.  The Funding Parties, the Arranger, and the Administrative Agent shall have received an Environmental Assessment on the Site, conducted not more than 90 days before the Restatement Closing Date, demonstrating to their satisfaction that there is no evidence of any hazardous or toxic material or substance which has been generated, treated, stored, released or disposed of on the Site, and that there is no evidence of any violation of any Environmental Requirement and no evidence of any Environmental Damages on or pertaining to the Facility, except as are specified on Schedule 7.01(n).

(h)           Lessor Confirmation Letter.  The Lessor shall have executed and delivered to Lessee a Lessor confirmation letter in the form of Exhibit G, attached hereto and made a part hereof.

(i)            Survey.  The Lessor shall have received Surveys respecting the Annex Building and the Parking Deck.

(j)            Appraisal.  The Funding Parties shall have received an Approved Appraisal of the Property, which Approved Appraisal shall be in form and substance satisfactory to the Funding Parties, the Arranger, and the Administrative Agent, shall not have been conducted more than 90 days before the Restatement Closing Date, and shall indicate the estimated fair market value of the Facility as of the Restatement Closing Date.

(k)           Title Insurance.  A title insurance company acceptable to the Lessor in its reasonable discretion shall have issued, or provided the Lessor with evidence satisfactory to the Lessor that such title insurance company is irrevocably obligated to issue immediately after closing of the assignment of the Original Ground Lease (and the corresponding leasehold interest in the Site) from WCI to Lessor pursuant to the Lessor Assignment Agreement and the amendment and restatement thereto as set forth in the Ground Lease, an owner’s title policy issued to the Lessor insuring the leasehold interest of the Lessor in the Site and, in the event that the Lease is ever deemed to be a mortgage, as mortgagee of the Facility under the Lease.

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(l)            No Default.  The fact that no Default or Event of Default shall have occurred and be continuing (under the Original Lease Documents).

(m)          Accuracy of Representations, etc.  The representations and warranties of the Company contained in this Agreement, and the representations and warranties of the Company and the Guarantor contained in any other Operative Document, are true and correct in all material respects.

(n)           Related Contracts; Title.  The Lessor shall have good and marketable title to the Facility; and the Lessor shall have received executed copies of all Related Contracts requested by it.

(o)           Receipt of Applicable Permits.  All Applicable Permits shall have been obtained.  All Applicable Permits shall be in proper form, in full force and effect and not subject to any appeal or other unsatisfied contest that may allow modification or revocation thereof.

(p)           Casualties.  The Facility shall not have suffered (i) a Loss Event or (ii) a Casualty Occurrence other than a Casualty Occurrence for which a plan reasonably acceptable to the Lessor for replacing, or causing to be replaced, the portions of the Facility that are the subject of such Casualty Occurrence has been provided to the Lessor.

(q)           No Material Adverse Change or Effect.  No material adverse change shall have occurred in the financial condition of the Guarantor and the Consolidated Subsidiaries on a consolidated basis since December 31, 2005, and no event, act, condition or occurrence shall exist or have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect.

(r)            Taxes, Filings, Recordings.  All filings or recordings reasonably considered necessary by the Lessor or any Lease Participant have been completed and all taxes and fees in connection therewith, and all Impositions with respect to the Facility that are due and payable, shall have been paid by the Company.

(s)           Wachovia Corporation Indemnity Letter.  Wachovia Corporation shall have executed and delivered to Lessee an indemnity letter dated the Restatement Closing Date and in form and substance satisfactory to Wachovia Corporation and Lessor, pursuant to which, among other things, Wachovia Corporation will support the obligations of Lessor as Lessor under the Operative Documents.

(t)            Other.  Such other documents as the Lessor or any Lease Participant or special counsel to the Lessor may reasonably request.

Section 6.02   [Intentionally Omitted].

Section 6.03   Closing.  On the Restatement Closing Date (or in the case of clause (b), as soon thereafter as the applicable closing conditions shall have been satisfied), at such place as the parties hereto shall agree:

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(a)           this Agreement and each of the Operative Documents shall be duly executed and delivered by the parties to such documents; and

(b)           subject to the satisfaction of the conditions precedent specified in Section 6.01 of this Agreement, the Original Ground Lease shall be deemed amended and restated as set forth in the Ground Lease, the Original Lease Agreement shall be deemed amended and restated as set forth in the Lease, the Original Guaranty Agreement shall be deemed amended and restated as set forth in the Guaranty, this Agreement shall become effective, and the Lessor Investments shall be deemed recharacterized as the A Percentage Lessor Investments and the B Percentage Lessor Investments, as applicable.

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES

Section 7.01   Company Representations and Warranties.  The Company (and, by execution and delivery of the Guaranty, the Guarantor) represents and warrants to each Person who now is or hereafter becomes a party to this Agreement that:

(a)           Corporate Existence and Power.  The Company and the Guarantor are corporations duly incorporated, validly existing and in good standing under the laws of the State of Tennessee and Delaware, respectively.  The Company and the Guarantor are each duly qualified to transact business in every jurisdiction where failure to be qualified reasonably could be expected to have a Material Adverse Effect, and has all corporate powers and all government authorizations, licenses, consents and approvals required to engage in its business and operations as now conducted.

(b)           Corporate and Governmental Authorization; No Contravention.  The execution, delivery and performance by the Company of this Agreement and by the Guarantor of the Guaranty and the other Operative Documents to which each of them is a party (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of or filing with, any governmental body, agency or official, other than filings contemplated by the Operative Documents, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or bylaws of the Company and the Guarantor, or any judgment, injunction, order, or decree binding upon the Guarantor, the Company or any other Subsidiary, (v) do not contravene, or constitute a default under, any material agreement or other instrument binding upon the Guarantor, the Company or any other Subsidiary, and (vi) do not result in the creation or imposition of any Lien on any asset of the Guarantor, the Company or any other Subsidiary or on the Facility, other than as contemplated by the Operative Documents.

(c)           Binding Effect.  This Agreement and each of the other Operative Documents to which the Company or the Guarantor is a party constitutes a valid and binding agreement of the Company and/or the Guarantor, as applicable, enforceable in accordance with their respective terms, provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditor’s rights generally.

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(d)           Financial Information.

(i)            The consolidated balance sheet of the Guarantor and the Consolidated Subsidiaries as of December 31, 2005, and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to the Funding Parties, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of the Guarantor and the Consolidated Subsidiaries as of such date and the consolidated results of operations and cash flows for such Fiscal Year.

(ii)           Since December 31, 2005, there has been no event, act, condition or occurrence having a Material Adverse Effect.

(e)           No Litigation.  Except as disclosed on Schedule 7.01(e), there is no action, suit or proceeding pending, or to the actual knowledge of the Company and the Guarantor, threatened in writing, against or affecting the Guarantor, the Company or any other Subsidiary before any court or arbitrator or any governmental body, agency or official which (i) would reasonably be expected to have or cause a Material Adverse Effect or (ii) in any manner draws into question the validity of or could reasonably be expected to impair the ability of the Company or the Guarantor to perform its obligations under this Agreement or any of the Operative Documents executed by the Company or the Guarantor.

(f)            Compliance with ERISA.

(i)            Neither the Guarantor nor any member of the Controlled Group has incurred any withdrawal liability with respect to any Multiemployer Plan under Title IV of ERISA, and no such liability is expected to be incurred.

(ii)           Neither the Guarantor nor any member of the Controlled Group is or has during the preceding 6 years been obligated to contribute to any Multiemployer Plan.

(g)           Compliance with Laws; Payment of Taxes.  The Guarantor, the Company and each other Subsidiary is in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where such compliance is being contested in good faith through appropriate proceedings or where non-compliance would not have and could not reasonably be expected to cause a Material Adverse Effect.  There have been filed on behalf of the Guarantor, the Company and each other Subsidiary, all Federal, state and material local income, excise, property and other tax returns which are required to be filed by them, except where the failure to file has not had, and would not reasonably be expected to have, a Material Adverse Effect, and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Guarantor, the Company or any other Material Subsidiary have been paid or are being contested in good faith or, if unpaid and uncontested, would not have and could not reasonably be expected to cause a Material Adverse Effect.  The charges, accruals and reserves on the books of the Guarantor, the Company and each other Material Subsidiary, in respect of taxes or other governmental charges are, in the opinion of the Company, adequate.  United States income tax returns of the Guarantor, the Company and each other Material Subsidiary which is a U.S. Person have been examined and closed through the Fiscal Year ended 2002.

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(h)           Subsidiaries.  Each of the Subsidiaries other than the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where failure to be qualified or to have such powers, licenses, authorizations, consents or approvals would not have and could not reasonably be expected to cause a Material Adverse Effect.  As of the date hereof, the Guarantor has no Subsidiaries except for the Company and those other Subsidiaries listed on Schedule 7.01(h), which accurately sets forth each such other Subsidiary’s complete name and jurisdiction of incorporation.

(i)            Investment Company Act.  Neither the Guarantor nor the Company is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(j)            [Intentionally Omitted].

(k)           Ownership of Property; Liens.  The Guarantor, the Company and each of the other Consolidated Subsidiaries has title to or leasehold or other interests in its material properties sufficient for the conduct of its business, and none of such property is subject to any Lien except Permitted Liens.

(l)            No Default.  Neither the Guarantor, the Company nor any of the other Subsidiaries is in default under or with respect to any agreement, instrument or undertaking to which it is a party or by which it or any of its property is bound which has had or could reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred and is continuing.

(m)          Full Disclosure.  To the best of the Company’s knowledge, all written information heretofore furnished by the Guarantor or the Company to the Lessor or any Lease Participant for purposes of or in connection with this Agreement, any of the Operative Documents, or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Guarantor or the Company to the Lessor or any Lease Participant will be, true, accurate and complete in every material respect or based on reasonable estimates on the date as of which such information is stated or certified.  The Company has disclosed to the Funding Parties in writing any and all facts which reasonably could be expected to have or cause a Material Adverse Effect.

(n)           Environmental Matters.

(i)            Neither the Guarantor, the Company nor any other Subsidiary is subject to any Environmental Liability which has had or could reasonably be expected to have a Material Adverse Effect and neither the Guarantor, the Company nor any other Subsidiary has been designated as a potentially responsible party under CERCLA or under any state statute similar to CERCLA.  None of the Properties of the Company, the Guarantor or any other Material Subsidiary has been identified on any current or proposed (i) National Priorities List under 40 C.F.R. § 300, (ii) CERCLIS list or (iii) any list arising from a state statute similar to CERCLA.

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(ii)           No Hazardous Materials have been or are being used, produced, manufactured, processed, treated, recycled, generated, stored, disposed of, managed or otherwise handled at, or shipped or transported to or from the Facility or from any of the Properties owned by the Company, the Guarantor or any other Material Subsidiary or are otherwise present at, on, in or under the Facility or any of the Properties owned by the Guarantor, the Company or any other Material Subsidiary, or, to the best of the actual knowledge of the Company and the Guarantor, at or from any adjacent site or facility, except for (A) Hazardous Materials such as cleaning solvents, pesticides and other materials used, produced, manufactured, processed, treated, recycled, generated, stored, disposed of, managed, or otherwise handled in minimal amounts in the ordinary course of business in compliance with all applicable Environmental Requirements and (B) Hazardous Materials in the form of diesel fuel for purposes of fueling generators used to power the Facility, which fuel is stored in above-ground storage tanks in compliance with all applicable Environmental Requirements.

(iii)          The Guarantor, the Company and each of the other Material Subsidiaries has procured all Environmental Authorizations necessary for the conduct of its business, and is in compliance with all Environmental Requirements in connection with the operation of their respective Properties and their respective businesses, except where the failure to procure such authorizations or be in compliance has not had and could not reasonably be expected to have a Material Adverse Effect.

(iv)          Except to the extent specified on Schedule 7.01(n), (a) there are no Hazardous Materials on the Facility, other than minimal amounts of cleaning solvents, pesticides and other similar materials used, produced, manufactured, processed, treated, recycled, generated, stored, disposed, managed, or otherwise handled in the ordinary course of business or in management or maintenance of the Facility, (b) no Hazardous Material has migrated from the Facility to, upon, about or beneath other properties, (c) no Hazardous Material has migrated or threatened to migrate from other properties to, upon, about or beneath the Facility, and (d) all Hazardous Materials or solid wastes generated at the Facility have at all times been transported, treated and disposed of in compliance with Environmental Requirements.

(v)           Except to the extent specified on Schedule 7.01(n), (a) there is not, nor has there been, constructed, placed, deposited, stored, disposed of or located on the Facility any asbestos in any form, (b) no underground improvements, including treatment or storage tanks, pumps, or water wells, are or have been located on the Facility, (c) there are no polychlorinated biphenyls (PCBs) or transformers, capacitors, ballasts, machinery, fixtures or other equipment which contain PCBs constructed, placed, deposited, stored, disposed of or located on the Facility, (d) the uses and activities of, on or relating to the Facility have at all times complied in all material respects with all Environmental Requirements, and the use which the Guarantor and/or the Company, and their Affiliates, Subsidiaries and/or Sublessees make of the Facility will not result in the disposal or other Environmental Release of any Hazardous Material, (e) the Company or the Guarantor has obtained for the Facility all permits necessary under applicable Environmental Requirements, and (f) the Facility has not been, and is not now, listed on CERCLIS, the

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Environmental Protection Agency’s list of violating facilities established pursuant to the Clean Water Act or the National Priorities List established pursuant to CERCLA.

(vi)          Except to the extent specified on Schedule 7.01(n),  (a) there exists no judgment, decree, order, writ or injunction outstanding, or litigation, action, suit, claim (including citation or directive) or proceeding pending or, to the knowledge of the Guarantor, the Company or any of the other Material Subsidiaries, threatened, relating to the ownership, use, maintenance or operation of the Facility by any person or entity, or arising from any alleged violation of Environmental Requirements with respect to the Facility, or any alleged liability for Environmental Damages with respect to the Facility, (b) there are no existing facts or conditions that could give rise to any such violation or liabilities, (c) there have been no written or, to the knowledge of the Guarantor, the Company or any of the other Material Subsidiaries, oral reports of environmental investigations, audits, studies, tests, reviews or other analyses conducted by or which have been presented to or are in the possession of the Guarantor, the Company, or any of the other Material Subsidiaries, relating to the Facility, which have not been delivered to the Lessor and (d) neither the Guarantor or the Company nor, to the knowledge of the Guarantor and Company, any of the other Material Subsidiaries, any other person or entity has received any notice or other communication concerning any alleged violation of Environmental Requirements, whether or not corrected to the satisfaction of the appropriate authority, or any notice or other communication concerning alleged liability for Environmental Damages in connection with the Facility.

(vii)         From the date hereof, there shall be no actual or threatened Environmental Release of a Hazardous Material on or from the Facility caused by the Guarantor, the Company or any other Subsidiary.

(viii)        Except to the extent specified on Schedule 7.01(n), the Company: (a) has obtained all permits, licenses, and other authorizations which are required under Environmental Requirements in association with the Facility; and (b) will be in full compliance with all terms and conditions of such required permits, licenses, and other authorizations associated with the Facility.

(ix)           No permits or licenses are required to be obtained or maintained in connection with the use, operation, or ownership of the Facility arising from any portion of the Facility which constitute (i) “wetlands” under any Environmental Requirement, or (ii) habitat for species which is deemed to be endangered under any Environmental Requirement, nor are there any ongoing or continuing obligations regarding any portion of the Facility which constitute wetlands.  There are no species of plants or animals located on any portion of the Facility which are classified as threatened or endangered under any Environmental Requirement.  There have been no written or, to the knowledge of the Guarantor and the Company or any of the other Subsidiaries, oral wetlands delineations conducted by or which have been presented to or are in the possession of the Guarantor, the Company or any of the other Subsidiaries relating to the Facility which have not been delivered to the Lessor.

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(o)           Capital Stock.  All Capital Stock, debentures, bonds, notes and all other securities of the Guarantor and the Company presently issued and outstanding are validly and properly issued in accordance with all applicable laws in all material respects, including but not limited to, the “Blue Sky” laws of all applicable states and the federal securities laws, except where noncompliance has not had and would not reasonably be expected to have a Material Adverse Effect.   The Guarantor owns directly or indirectly at least a majority of the issued shares of capital stock of each of the other Consolidated Subsidiaries (other than the Monet Trust, a New York trust, in which the Guarantor owns no direct or indirect equity interest but which is a Consolidated Subsidiary as a result of the application of Financial Interpretation Number 46 issued by the Financial Accounting Standards Board).

(p)           Use of Proceeds; Margin Stock.  This Agreement constitutes an amendment and restatement of the Original Investment Agreement and, among other things, the terms relating to the “Lessor Advances” made thereunder.  All of the proceeds of such “Lessor Advances” were used to finance the Facility Cost with respect to the Facility, including the enhancements and improvements made thereto and the design, renovation, construction and installation thereof and were used only in the manner permitted under the Original Lease Documents.  The Company is not engaged principally, or as one of its important activities, in the business of purchasing or carrying any Margin Stock, and no part of the proceeds of any such “Lessor Advances” were used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulations T, U or X.

(q)           Insolvency.  After giving effect to the execution and delivery of the Lease, neither the Company nor the Guarantor will be “insolvent” within the meaning of such term as used in § 101 of Title 11 of the United States Code, Section 2 of the Uniform Fraudulent Transfer Act, or any other applicable state law pertaining to fraudulent transfers, as amended from time to time, or be unable to pay its debts generally as such debts become due, or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated.

(r)            Facility Plan.  In all material respects, the Facility was constructed prior to the Restatement Closing Date in compliance with, and in accordance with, the Facility Plan.  There are no agreements, instruments, licenses or other rights necessary to own, operate, lease or use the Facility, other than the Applicable Permits, the documents and instruments comprising the Facility Plan, and the Operative Documents; and renovation, construction, ownership, operation, leasing or use of the Facility by the Company (and after the expiration or termination of the Lease, the renovation, construction, ownership, operation, leasing or use of the Facility by the Lessor or its successors or assigns) does not and will not infringe on, or otherwise violate, any patents, patent applications, trademarks (whether registered or not), trademark applications, trade names, proprietary computer software, or copyrights of any Person.

(s)           Boundaries; Encroachment; Etc.  The Facility is situated wholly within the boundary lines of the Site and does not encroach upon any contiguous or adjoining Property (other than those portions of the Facility for which the Lessor has the right to locate and operate such portions pursuant to use or operating agreements); and the Facility does not violate any other easements, rights-of-way, licenses or other agreements affecting the Site.

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(t)            Anti-Terrorism Laws.

(i)            General.  None of the Guarantor, the Company, or their Affiliates is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Anti-Terrorism Law.

(ii)           Executive Order No. 13224.  None of the Guarantor, the Company, or the their Affiliates is any of the following (each a “Blocked Person”):

(A)a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(B)a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(C)a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;

(D)a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

(E)a Person or entity who is affiliated with a Person or entity listed above.

(iii)          None of the Guarantor, the Lessee, or their Affiliates (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

ARTICLE VIII.

COVENANTS

The Company (and, by execution and delivery of the Guaranty, the Guarantor) covenants and agrees with the Lessor and each Lease Participant to comply with the following covenants until either (i) the Facility has been purchased by the Company (or one of its Affiliates) for the Purchase Price or (ii) the Lease has been terminated, the Facility has been returned to the Lessor and the Termination Value or the Final Rent Payment, as the case may be, and all other amounts payable under the Lease and the other Operative Documents upon such occurrence have been paid in full:

Section 8.01   Information.  The Guarantor will deliver to the Lessor and each of the Lease Participants:

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(a)           as soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the unaudited Annual Statement of the Company, and a consolidated balance sheet of the Guarantor and the Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing, with such certification to be free of exceptions and qualifications not reasonably acceptable to the Majority Funding Parties;

(b)           as soon as available and in any event within 50 days after the end of each of the first 3 Fiscal Quarters of each Fiscal Year, a consolidated balance sheet of the Guarantor and the Consolidated Subsidiaries as of the end of such Fiscal Quarter and the related statement of income and statement of cash flows for such Fiscal Quarter and for the part of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by the chief financial officer or the chief accounting officer of the Guarantor;

(c)           simultaneously with the delivery of each set of financial statements referred to in paragraphs (i) and (ii) above, a certificate, substantially in the form of Exhibit E (a “Compliance Certificate”), of the chief financial officer or the chief accounting officer of the Guarantor (x) setting forth in reasonable detail the calculations required to establish whether the Guarantor was in compliance with the requirements of Section 8.04, Section 8.19 and Sections 8.24 through 8.27, inclusive, on the date of such financial statements, (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Guarantor is taking or proposes to take with respect thereto and (z) certifying that the Debt Rating as of the most recent Performance Pricing Determination Date has not changed from the prior Performance Pricing Determination Date, or if it has changed, setting forth such changed Debt Rating, and the change in the Applicable Margin in effect as a result thereof;

(d)           simultaneously with the delivery of each set of annual financial statements referred to in paragraph (i) above, a statement of the firm of independent public accountants which reported on such statements to the effect that nothing has come to their attention to cause them to believe that any Default existed on the date of such financial statements;

(e)           promptly upon the mailing thereof to the shareholders of the Guarantor generally, copies of all financial statements, reports and proxy statements so mailed;

(f)            promptly upon the filing thereof, copies of all Forms 10Q, 10K and 8K (other than earnings press releases) which the Guarantor shall have filed with the Securities and Exchange Commission;

(g)           if and when any member of the Controlled Group (x) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give

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notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (y) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (z) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice;

(h)           promptly, and, in any event, within 5 Business Days after the Company or the Guarantor becomes aware of any Default or Event of Default, a certificate of the chief financial officer or the chief accounting officer of the Company or the Guarantor setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto;

(i)            promptly upon becoming aware of the occurrence of either a Loss Event or a Casualty Occurrence, or any other event or condition requiring notice under either Section 7 or Section 8 of the Lease, the Company shall give the Lessor written notice thereof, which notice shall specify the damage or loss to the Facility in reasonable detail;

(j)            promptly and in any event within 10 days after learning thereof, notification of any change after the Restatement Closing Date of any Debt Rating or any rating given by S&P or Moody’s with respect to Guarantor or any Subsidiary or A.M. Best & Co. with respect to any Insurance Subsidiary; and

(k)           from time to time such additional information regarding the financial position or business of the Company, the Guarantor and the Subsidiaries as the Lessor, at the request of any Funding Party, may reasonably request.

Section 8.02   Maintenance and Inspection of Property, Books and Records.  The Guarantor will cause the Company, and the Company agrees, to keep proper books of record and account regarding the Lease in accordance with GAAP or SAP, as applicable, which books shall include copies of all Related Contracts and any amendments thereto and the book value of the Facility and of each material item of Property comprising or included in the Facility, and shall provide copies of the foregoing to the Funding Parties from time to time on request at the Company’s expense.  The Guarantor will cause the Company, and the Company agrees, to (i) keep proper books of record and account in which full, true and correct entries in conformity with GAAP and SAP, shall be made of all dealings and transactions in relation to its business and activities; and (ii) permit representatives of any Funding Party (x) at such Funding Party’s expense and upon reasonable notice prior to the occurrence of a Default and (y) at the Guarantor’s and the Company’s expense after the occurrence of a Default, to visit and inspect the Facility and any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers and independent public accountants.  The Guarantor and the Company agree to cooperate and assist in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired.

Section 8.03   Related Contracts.  The Company, either in its capacity as Lessee under the Lease or as agent for the Lessor, will comply with, maintain execution counterparts of, and promptly upon request by the Lessor from time to time deliver copies of, or after the occurrence of an Event of Default, originals of, all Related Contracts.

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Section 8.04   Consolidations, Mergers and Sales of Assets.  The Guarantor and the Company will not, nor will the Guarantor or the Company permit any other Subsidiary to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, provided that (a) the Guarantor, or the Company or a Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Company, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries (other than the Company) may merge with one another or into the Company or the Guarantor, (c) the foregoing limitation on the sale, lease or other transfer of assets shall not prohibit sales of investment assets in the ordinary course of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end of the most recent Fiscal Year.

Section 8.05   Maintenance of Existence.  The Guarantor and the Company shall, and the Guarantor and the Company shall cause each other Material Subsidiary to, maintain its existence and carry on the major part of its business in substantially the same manner as such business is now carried on and maintained, except as permitted by Section 8.04.

Section 8.06   Dissolution.  The Guarantor and the Company shall not, and the Guarantor and the Company shall cause each other Material Subsidiary to not, suffer or permit dissolution or liquidation either in whole or in part or redeem or retire any shares of its own stock, except through corporate reorganization to the extent permitted by Section 8.04.

Section 8.07   [Intentionally Omitted].

Section 8.08   Compliance with Laws; Payment of Taxes.  The Guarantor and the Company shall, and the Company shall cause each other Subsidiary to, comply with applicable laws (including but not limited to ERISA), regulations and similar requirements of governmental authorities (including but not limited to PBGC), except where the necessity of such compliance is being contested in good faith through appropriate proceedings or where non-compliance would not have and could not reasonably be expected to cause a Material Adverse Effect.  The Guarantor and the Company shall, and the Guarantor and the Company shall cause each other Material Subsidiary to, pay, prior to the date on which penalties attach thereto, all taxes, assessments, governmental charges, claims for labor, supplies, rent and other obligations which, if unpaid, might become a Lien against the Facility or against Property of the Guarantor, the Company or any other Material Subsidiary, except for liabilities being contested in good faith and against which, if requested by the Lessor, the Guarantor, the Company or such other Subsidiary will set up reserves in accordance with GAAP and except for Permitted Liens.

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Section 8.09   Insurance.  The Guarantor and the Company shall, and the Guarantor and the Company shall cause each other Material Subsidiary to, maintain (either in the name of the Lessor, the Guarantor or the Company, as applicable), with financially sound and reputable insurance companies, insurance on such of its property in at least such amounts, and with such deductibles,  and against at least such risks as are usually insured against in the same general area by companies of established repute engaged in the same or similar businesses.  Without limitation of the foregoing, the Company shall maintain or cause to be maintained, with Permitted Insurers, insurance with respect to the Facility and its business in connection therewith of the types and in the amounts specified in the Lease.  The Company will deliver or cause to be delivered to the Lessor promptly upon request of the Lessor, and in any event on or prior to January 1st of each calendar year, commencing with January 1, 2007, a certificate by a firm of independent insurance brokers or consultants chosen by the Company and acceptable to the Lessor setting forth the insurance or self-insurance obtained pursuant to the Lease, including, without limitation, the amounts thereof, the names of the insurers and the property, hazards and risks covered thereby, and certifying that the same comply with the requirements of the Lease, that all premiums then due and payable thereon have been paid and that the same are in full force and effect, that the Lessor has been named as additional insured and loss payee, as its interests may appear, under each such policy, and is not liable for payment of premiums thereunder, that such policies may not be cancelled without at least 30 days prior notice to the Lessor with an opportunity to cure any default thereunder.  The Lessor shall be entitled to rely on such reports without further investigation of the facts and circumstances set forth therein.

Section 8.10   Maintenance of Property.  The Company shall maintain and preserve the Facility in accordance with the requirements of the Lease.  The Guarantor and the Company shall maintain and preserve all of their other properties and assets, in good condition, repair and working order, ordinary wear and tear excepted, except to the extent of any failure which would not have and could not reasonably be expected to cause a Material Adverse Effect.

Section 8.11   Environmental Notices.  The Company shall furnish to the Lessor prompt written notice of all Environmental Liabilities, pending or threatened Environmental Proceedings, Environmental Notices, Environmental Judgments and Orders, and Environmental Releases at, on, in, under or in any way affecting the Facility or any of the Properties of the Guarantor, the Company or any other Material Subsidiary, or any adjacent property, except, as to such Properties other than the Facility, as to matters which would not have and could not reasonably be expected to cause a Material Adverse Effect, and all facts, events, or conditions actually known to the Company that could reasonably be expected to lead to any of the foregoing.

Section 8.12   Environmental Matters.  The Guarantor and the Company shall not, and the Guarantor and the Company shall cause each other Material Subsidiary to not, and shall not permit any Third Party to, use, produce, manufacture, process, treat, recycle, generate, store, dispose of, manage at, or otherwise handle, or ship or transport to or from the Facility or the Properties of the Guarantor, the Company or any Material Subsidiary any Hazardous Materials except for (a) Hazardous Materials such as cleaning solvents, pesticides and other similar materials used, produced, manufactured, processed, treated, recycled, generated, stored, disposed of, managed, or otherwise handled in minimal amounts in the ordinary course of business or of management or maintenance of the Facility or such Properties in material compliance with all

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applicable Environmental Requirements, except in each case, as to such Properties other than the Facility, as to matters which would not have and could not reasonably be expected to cause a Material Adverse Effect, and (b) Hazardous Materials in the form of diesel fuel for purposes of fueling generators to power the Facility, which fuel is stored in above-ground storage tanks in compliance with all applicable Environmental Requirements.

Section 8.13   Environmental Release.  The Company agrees that upon the occurrence of an Environmental Release at or on the Facility or any of the Properties of the Guarantor, the Company or any Material Subsidiary it will act immediately to investigate the extent of, and to take appropriate remedial action to eliminate, such Environmental Release, whether or not ordered or otherwise directed to do so by any Environmental Authority, except, as to such Properties other than the Facility, as to matters which would not have and could not reasonably be expected to cause a Material Adverse Effect.

Section 8.14   Transactions with Affiliates.  Neither the Guarantor, nor the Company, nor any of the other Material Subsidiaries shall enter into, or be a party to, any transaction with any Affiliate of the Guarantor, the Company or such other Material Subsidiary (which Affiliate is not the Guarantor or the Company or a Wholly Owned Subsidiary), except (a) as permitted by law and in the ordinary course of business and pursuant to reasonable terms which are no less favorable to Guarantor, the Company or such other Material Subsidiary than would be obtained in a comparable arm’s length transaction with a Person which is not an Affiliate and (b) any such transaction that could not reasonably be expected to have a Material Adverse Effect.

Section 8.15   Further Assurances.  The Guarantor and the Company will cure promptly any defects in the due execution and delivery by it of the Operative Documents, including this Agreement.  The Guarantor and the Company at their expense will promptly execute and deliver to the Lessor upon request all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of the Guarantor and the Company in the Operative Documents, including this Agreement, or to further evidence and more fully describe the collateral relating to the Facility intended as security for the Lessor Investments and the Lease Participant Investments, or to correct any item that the Company and the Lessor agree constitutes an omission or error in the Operative Documents, or more fully to state the existing security obligations set out herein or in any of the Operative Documents, or to perfect, protect or preserve any Liens created pursuant to any of the Operative Documents, or to make any recordings, to file any notices, or obtain any consents required by the terms of the Operative Documents, all as may be necessary or appropriate in connection therewith.

Section 8.16   Compliance with Certain Documents, Permits, Etc.  The Company will perform and observe its obligations under the agreements and instruments comprising the Facility Plan and all Applicable Permits.  The Company, at its expense and as Lessee under the Lease or as agent for the Lessor, will obtain, preserve, protect and maintain in effect all Applicable Permits.

Section 8.17   Maintenance; Etc.  The Company shall, at its expense and as Lessee under the Lease or as agent for the Lessor, preserve, protect and maintain in accordance with prudent industry practices their rights in and to the Applicable Permits used in the ordinary course of business of the Facility that are necessary for and material to the operation of the Facility; and

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the Company shall defend and hold harmless the Lessor and each Lease Participant from and against any cost, liability or expense arising from any claim of infringement, misuse or misappropriation of any of the foregoing.

Section 8.18   [Intentionally Omitted].

Section 8.19   Liens, Etc.  The Guarantor and the Company shall not, and the Guarantor and the Company shall cause each other Material Subsidiary to not, create, assume or suffer to exist, any Liens upon any Property now owned or hereafter acquired by it or upon the Facility, except Permitted Liens.

Section 8.20   Facility Plan.  The Company shall not under any circumstance undertake to operate or use the Facility except in accordance in all material respects with the Facility Plan and except for the Permitted Use.

Section 8.21   Change in Fiscal Year.  The Guarantor and the Company shall not, and the Guarantor and the Company shall cause each other Consolidated Subsidiary to not, change its Fiscal Year without the consent of the Lessor (acting at the direction of the Majority Funding Parties).

Section 8.22   Intentionally Omitted.

Section 8.23   Restrictions on Ability of Subsidiaries to Pay Dividends.  Except in accordance with any applicable regulatory requirements, the Company shall not, and the Guarantor and the Company shall not permit any Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction not in existence on the Restatement Closing Date on the ability of the Company or any such other Subsidiary to (i) pay any dividends or make any other distributions on its Capital Stock or any other interest or (ii) make or repay any loans or advances to the Guarantor, the Company or the other direct parent of such Subsidiary.

Section 8.24   Adjusted Consolidated Net Worth.  The Guarantor will maintain at all times Adjusted Consolidated Net Worth equal to not less than the sum of (i) $1,400,000,000 plus (ii) 25% of the Guarantor’s cumulative Consolidated Net Income, if positive, earned after December 31, 2003, through the last day of the most recent fiscal quarter or year, as applicable, for which statements were delivered or required to have been delivered to the Lessor pursuant to Section 8.01(a) or (b), taken as one accounting period, minus (iii) the Guarantor’s consolidated allowance for potential future losses on investments at the end of such fiscal quarter.

Section 8.25   Ratio of Adjusted Consolidated Indebtedness to Consolidated Capitalization.  The Guarantor will maintain at all times a ratio of Adjusted Consolidated Indebtedness to Consolidated Capitalization of not more than 0.4 to 1.00.

Section 8.26   Ratio of Unconsolidated Cash Inflow Available for Interest Expense to Adjusted Consolidated Interest Expense.  The Guarantor will maintain, for each fiscal quarter, a ratio of Unconsolidated Cash Inflow Available for Interest Expense to Adjusted Consolidated Interest Expense, in each case calculated for such fiscal quarter, of not less than 2.00 to 1.00.

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Section 8.27   Company’s Total Adjusted Capital.  The Company will maintain at all times Total Adjusted Capital in an amount not less than 4.0 times the Company’s Authorized Control Level Risk-Based Capital.  As used herein the terms “Total Adjusted Capital” and “Authorized Control Level Risk-Based Capital” have the meanings attributed thereto in the Risk-Based Capital (RBC) for Life and/or Health Insurers Model Act adopted by the NAIC in December 2000, as the same may be modified, supplemented or amended from time to time.

Section 8.28   Restricted Payments.   The Guarantor will not declare or make any Restricted Payment during any Fiscal Year unless it has first provided for payment of all current principal payments on long-term Indebtedness; provided, that after giving effect to the payment of any such Restricted Payments, no Default shall be in existence or be created thereby.

Section 8.29   Anti-Terrorism Laws.  Neither the Guarantor nor the Company shall, nor shall they permit any of their respective Subsidiaries to, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) engage in on conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224, the USA Patriot Act, or any other Anti-Terrorism Law.  Each of the Guarantor and the Company shall deliver to the Lessor, the Administrative Agent, and Lease Participants any certification or other evidence requested from time to time in the Agent’s sole discretion confirming such Person’s compliance with this Section.

Section 8.30   Company as Agent of Lessor With Respect to the Facility.

(a) Termination of Original Agency Agreement; Continuing Services.  The parties hereto acknowledge and agree that, pursuant to the Original Lease Agreement, the Company, as the Lessor’s agent thereunder, undertook certain responsibilities and obligations with respect to the design, acquisition, construction, fit up, maintenance, and operation of the Facility.  Given that the initial construction of the Facility has been completed, all parties hereto, and the Company and the Lessor in particular, hereby agree that the Original Agency Agreement is terminated (other than with respect to the terms thereof which, by their terms, survive such termination); provided, however, that the Company agrees that it shall continue to provide certain services as provided below and elsewhere in the other Operative Documents on the terms set forth below.

(b) Certain Services.  From the date on which the Lease terminates as provided therein, including any Lease Termination Date or Cancellation Date, through the date provided in Section 8.30(n), the Company hereby agrees to provide and perform, or cause to be provided or performed, all services, labor, supervision, management, maintenance, repairs, common facilities and consumables necessary for the operation of the Facility for the Permitted Use, in accordance with all Governmental Requirements and Insurance Requirements and within the capability set forth in the Facility Plan, including, without limitation:

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(i) To cause all contracts and other agreements, including without limitation all Related Contracts, entered into by the Company on behalf of the Lessor to be assignable, including, without limitation, the right to be subject to the Security Instruments;

(ii) To avoid purchasing Property from or entering into any agreement with its Affiliates in connection with the Facility unless upon fair and reasonable terms that are not less favorable to the Lessor than those which might be obtained in an arm’s-length transaction between unaffiliated Persons in the same business at the time such terms are agreed upon;

(iii)          In the event the Company does not exercise its option to purchase the Facility pursuant to Section 15 of the Lease, to attempt to sell the Facility for cash upon the termination or cancellation of the Lease (subject to the Lessor’s prior written approval of the terms of the sale), and to grant, bargain, sell, convey or contract for the sale or conveyance of the Facility in the name of the Lessor in connection with the duties in this paragraph;

(iv)          To contract with all Vendors and contractors for supplies, equipment, materials and services, including, without limitation, necessary maintenance work affecting the Facility;

(v) To keep and maintain proper books and records relating to the accounts of the Facility and the book value of the Facility and the Property comprising the Facility;

(vi)          To pay for, exchange or otherwise settle accounts for the acquisition of supplies, equipment, materials or services affecting the Facility;

(vii)         To ask for, demand, collect, recover, and receive, each in the name of the Lessor, all moneys which may become due and owing by reason of conveyances, whether by deed, contract, bill of sale or other instruments or to pay for, exchange or otherwise settle accounts for the acquisition of supplies, equipment, materials or services affecting the Facility; provided however, the Company shall have the right in its reasonable discretion to settle or waive claims in amounts less than $50,000.00;

(viii)        To ask for, demand, collect, and recover, each in the name of Lessor, any and all sums that may be due on account of any damage to any of the Facility;

(ix)           To manage correspondence and conduct communications with all Governmental Authorities with regard to matters affecting the Facility, including, but not limited to, the acquisition of all Permits and satisfaction of all Governmental Requirements and Insurance Requirements and with regard to rights of way and easements, if any, affecting the Facility;

(x)To provide the Lessor with copies of material Related Contracts executed by the Company as Lessor’s agent or on behalf of the Lessor promptly following such execution; and

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(xi)           To provide such additional services as may be reasonably requested by the Lessor for the full and efficient operation of the Facility

(c) Easements, Utilities, Services and Contracts.  Within 120 days prior to the Scheduled Lease Termination Date (or immediately if the Lease terminates on any Cancellation Date or Lease Termination Date which is not a Scheduled Lease Termination Date), and provided that the Company shall not have elected to purchase, or purchased, the Facility pursuant to the terms of the Lease, at all times thereafter for the term of this Agreement, the Company, at no cost to the Lessor, shall provide, either directly or indirectly, to the Lessor, in compliance with all Governmental Requirements (including, without limitation, all Environmental Requirements, Environmental Authorizations and Environment Judgments and Orders and Insurance Requirements), as confirmed by the Lessor, (i) all rights of ingress and egress, rights-of-way, easements (which easements shall be reasonably direct and shall provide for access over any servient estate created thereby, including the rights to use existing transmission lines), access and real property licenses and rights in real property over or to the Site, (ii) access to storage, transportation and maintenance facilities, fixtures and appurtenances, (iii) an inventory of supplies necessary for the full and efficient operation of the Facility, and (iv) services (whether on- or off-Site, including any shared off-site facilities), including, without limitation, water, electricity, heating, ventilation, air conditioning, lighting, security, steam, waste water treatment and sanitation, receiving and shipping facilities as such rights, licenses, easements, services and utilities are or may be necessary for the full and efficient operation of the Facility.

(d) Equipment and Other Rights.  Within 120 days prior to the Scheduled Lease Termination Date (or immediately if the Lease terminates on any Cancellation Date or Lease Termination Date which is not a Scheduled Lease Termination Date), and provided that the Company shall not have elected to purchase, or purchased, the Facility pursuant to the Lease, at all times thereafter for the term of this Agreement, the Company shall provide to the Lessor, by rent-free lease or other similar arrangement, any and all equipment and maintenance tools, and, for a price equal to the Company’s cost therefor if not included in the Facility Cost, all spare parts (including, without limitation, rebuilt parts and major components) and maintenance equipment not covered by the services provided, or caused to be provided, pursuant to the Operative Documents, as are or may be customarily maintained on the Site by the Company for the operation of the Facility in the manner described herein.  Within the period set forth above (or immediately in the circumstance contemplated above) the Company, in compliance with all Governmental Requirements, shall also transfer, or cause to be transferred, to the Lessor any and all equipment inspection reports and maintenance records and all licenses and Applicable Permits required to operate the Facility and all such equipment located on the Site as confirmed by the Lessor.  Within the period set forth above (or immediately in the circumstance contemplated above), the Company shall provide, or cause to be provided, to the Lessor, by non-exclusive, royalty free license or other similar arrangement, rights to all patents, patent applications, proprietary computer software, operating and other manuals, “know-how,” copyrights or other intellectual property (excluding trade names and trademarks) as are or may be necessary for the operation of the Facility in the manner described herein.  The Company represents and warrants to the Lessor that as of the Restatement Closing Date, and at all times thereafter during the term of this Agreement, the construction, assembly, ownership, use, occupancy, maintenance and operation of the Facility and Property included therein does not and will not cause a violation of any Governmental Requirements or Insurance Requirements.

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(e) Cost of Services and Rights.

(i) Any and all services described in Section 8.30(c) and all easements and other rights in real property existing or necessary for the full and efficient operation of the Facility during the term of this Agreement shall be provided (A) to the Lessor as specified in Section 8.30(b), and (B) in the case of such easements and other rights in real property as aforesaid, on the terms set forth in Section 8.30(e)(ii) to any Person acquiring title or use of the Facility other than the Lessor.

(ii) Unless otherwise provided herein, any and all services and supplies provided by the Company pursuant to this Section 8.30 after the Lease Termination Date (or any earlier date on which the Lease terminates as provided therein) and for so long as this Agreement remains in effect (i) which are generally commercially available shall be priced at fair market value, and on arms-length terms and conditions subject to applicable provisions of agreements with producers, shippers and suppliers and Governmental Requirements, or (ii) which are not generally commercially available shall be priced at an amount equal to the Company’s cost (excluding any profit margin).

(f) Reversion of Rights and Contracts.  Upon payment of the Purchase Price as provided in Section 15 of the Lease: (a) the various agreements, licenses, Applicable Permits and contracts, including without limitation Related Contracts, to be provided hereunder by Company to the Lessor shall revert to the Company (or be transferred to the Company), (b) service contracts with the Company, property rights and licenses granted by the Company to the Lessor shall terminate or be transferred to the Company, and (c) third-party service contracts shall be assigned by the Lessor to the Company, all the foregoing transfers and assignments to be made without recourse and without any representation or warranty whatsoever, other than the absence of “Lessor Liens”, as defined in Section 16(a)(i) of the Lease.  Upon the termination of the Lease and the failure of the Company, the Guarantor or one of their Affiliates to purchase the Facility as provided in Section 15 of the Lease, all such agreements, Applicable Permits, contracts, property rights and licenses and Third Party service contracts, including without limitation Related Contracts, shall remain in place unless terminated by the Lessor.

(g) Additional Support.  In the event that none of the Company, the Guarantor or any of  their Affiliates purchases the Facility from the Lessor pursuant to the Lease, the parties hereto agree to negotiate in good faith to provide to the Lessor such support in addition to that provided for in this Agreement as the Lessor reasonably may deem necessary to maintain, use, occupy and operate the Facility for the Permitted Use or any other purpose requested by the Lessor.

(h) Personnel.  The Company shall at all times employ, or cause to be employed, qualified and properly trained personnel to perform the Company’s obligations under this Section 8.30, and shall pay all wages and benefits required by law or contract.  The Company shall be responsible for all matters relating to labor relations, working conditions, training, employee benefits, safety programs and related matters pertaining to such employees.  The Lessor shall have the right to request the removal from the Facility of any personnel reasonably deemed unqualified by the Lessor.

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(i) Warranties and Guarantees.  The Company shall use its best reasonable efforts consistent with good industry practices to obtain warranties for the Lessor for parts, equipment, materials or services provided by third-party suppliers in fulfilling the Company’s obligations under this Agreement.  The Company shall comply with all applicable warranties and guarantees presented by Vendors or contractors, and shall take no action that in any way impairs any rights or claims of the Lessor under this Agreement or any Vendor’s or other Person’s warranty.  Without limiting the foregoing, the Company shall use spare parts that will not adversely affect the Lessor’s protection or rights under such warranties or guarantees.

(j) Removal.  The Lessor may at any time, upon 5 days written notice, terminate its engagement of the Company under this Section 8.30 to maintain and operate the Facility, without terminating this Agreement; provided, however, that the Lessor shall, upon 2 week’s written notice to the Company, be entitled to request the Company to resume its duties under this Section 8.30 for the duration of the term of this Agreement to maintain and operate the Facility and the Company shall comply with such request.

(k) Independent Contractor Status.  The Lessor acknowledges that the Company, in performing its duties under this Section 8.30 to maintain and operate the Facility, is acting as an independent contractor and except as otherwise expressly provided by this Agreement, none of the Lessor, the Administrative Agent, nor the Lease Participants shall have the right to control the conduct of the Company or its personnel in the proper performance of the obligations of the Company under this Section 8.30.  The Company acknowledges that the Lessor is the owner of the Facility and, as such, is entitled to control the Facility and its use, subject to the provisions of this Agreement, the Lease, and the other Operative Documents.

(l) Support Expenses.  All reasonable and necessary costs associated with the continued normal operation, preservation and maintenance of the Facility in the manner provided herein during the period commencing on the date on which the Lease terminates as provided therein, including any Lease Termination Date or Cancellation Date, through the date provided in Section 8.30(n) (“Support Expenses”) shall be timely advanced by the Company on behalf of Lessor subject to reimbursement as hereafter set forth.  All such Support Expenses advanced by the Company shall be accounted for by the Company and reported to Lessor pursuant to monthly written operating reports certified by an authorized officer of the Company.  The Lessor shall reimburse the Company for support expenses actually advanced by the Company together with simple interest thereon at the Base Rate per annum, on the earlier to occur of the date following (i) the termination of this Agreement in accordance with Section 8.30(n), or (ii) the date the Facility is sold by or on behalf of the Lessor (and if this Agreement is terminated by the Lessor prior to the sale of the Facility by the Company on behalf of the Lessor, the Lessor shall use reasonable commercial efforts to sell the Facility as soon as is reasonably practical, taking into account the then existing real estate market and the ability to realize sufficient proceeds to pay in full all  of the Lessor Investment, Yield thereon and other amount due and payable under the Lease and the other Operative Documents).  Reimbursement under subsection (i) of this Section 8.30(l) shall be reimbursed by the Lessor solely out of available excess proceeds from the sale of the Facility under Section 15 of the Lease and reimbursement under subsection (ii) of this Section 8.30(l) shall be reimbursed by the Lessor solely out of available excess proceeds from the sale of the Facility by the Lessor as contemplated therein.  In no event shall the Lessor be obligated to reimburse the Company for Support Expenses except to the extent of available

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excess proceeds described above.  The Company’s right to reimbursement pursuant hereto above shall at all times and in all respects be subject and subordinate to the rights of the Lessor to receive full repayment of the Unrecovered Lessor Investments, including Yield thereon.  Notwithstanding anything to the contrary contained herein, the Company shall not be entitled to reimbursement for any costs expended or incurred from the Lease Termination Date or Cancellation Date, as applicable, through the Purchase Closing Date, if extended by the Lessor under Section 15(e) of the Lease, in the event that the Company elects to purchase the Facility and elects to remain in possession of the Facility pursuant to the license referenced in Section 15(e) of the Lease.  All such costs shall be the responsibility of the Company and shall represent the license fee payable in consideration of the rights afforded under such license.

(m)          Standard of Care.  The Company shall perform all of its duties and obligations under this Section 8.30 in accordance with the standards mandated under Section 7 of the Lease as if fully set forth herein (which standards are hereby incorporated, mutatis mutandis, herein by reference) and in a good, workmanlike and commercially reasonable manner.  The Company shall exercise such care and in the same manner as a prudent Person engaged in the business of managing and operating Property similar to the Facility and used in a similar location for the Permitted Use would in the advancement and protection of such Person’s own economic interests and the maximization of such Person’s profits therefrom.  Maintenance shall be scheduled so as to minimize interference with the use, occupation and operation of the Facility and cost consistent with good industry operating and safety standards and all Governmental Requirements and Insurance Requirements.

(n) Termination of the Company’s Obligations Under Section 8.30.  Except as otherwise expressly provided herein, the Company’s obligations under this Section 8.30 shall commence on the Restatement Closing Date and shall terminate upon the expiration or other termination of the Lease and consummation of the purchase by the Company or the Guarantor (or an Affiliate thereof) of the Facility for the Purchase Price in accordance with the Lease; provided, however, that upon the termination of the Lease, and provided that the Company or the Guarantor (or an Affiliate thereof) shall not have purchased and paid the Purchase Price for the Facility in accordance with the terms of the Lease, this Section 8.30 shall continue in full force and effect until the date the Facility is sold to a Person other than the Lessee or any of its Affiliates or any earlier written notice from the Lessor of its election to terminate this Agreement.

Section 8.31    Post-Closing Matters.  Within twenty days following the Restatement Closing Date, the Company will:

(a) Execute and deliver an amendment (in form and substance reasonably satisfactory to Lessor) to that certain Reciprocal Easement Agreement dated as of February 1, 2000, by and between the Company and WCI, recorded as instrument #200002/0941 in the Probate Court of Jefferson County, Alabama (as the same may have been amended, restated, supplemented, or otherwise modified from time to time through the date of such amendment), so as to extend the easements granted thereunder over that portion of the Site which was released prior to the Restatement Closing Date in accordance with the Original Lease Documents; and

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(b) Execute and deliver an agreement (in form and substance reasonably satisfactory to Lessor) pertaining to the existence of, and terms and conditions governing, the common wall between the Facility and another parcel of real property currently owned by Lessee.

ARTICLE IX.

EVENTS OF DEFAULT

Section 9.01   Events of Default.  The occurrence and continuation of any one or more of the following events shall constitute an “Event of Default.”

(a) The Company, in its own capacity or in the capacity as Lessor’s agent or as Lessee under the Lease, shall default in the payment of the principal amount of any Lessor Investment when due; or default in the payment of any Yield on any Lessor Investment when due; or default in the payment of any other amounts payable by it hereunder or under the Operative Documents, to the Funding Parties when due and the continuance of such default for 5 Business Days thereafter; or default in the payment of any other amounts payable hereunder or under any other Operative Documents to agents, attorneys and consultants of the Lessor or any Lease Participant when due and the continuance of such nonpayment for 30 days thereafter; or

(b) Any representation, warranty, certification or statement made by the Guarantor or the Company in Article VII of this Agreement or in any other Operative Document or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Operative Document shall prove to have been incorrect or misleading in any material respect when made or reaffirmed (or deemed made or reaffirmed); or

(c) The Guarantor or the Company shall fail to observe or perform any covenant or agreement contained in clause (iii) of Section 8.01, in clause (ii) of Section 8.02, or in Sections 8.04 through 8.07 inclusive, or in 8.23 through 8.28, inclusive, of this Agreement; or

(d) The Company shall fail to observe or perform any covenant or agreement contained or incorporated by reference in this Agreement (other than those covered by paragraphs (a) and (c) above), or the Guarantor shall fail to observe or perform any other covenant or agreement contained or incorporated by reference in the Guaranty, and in either case such failure shall not have been cured within 30 days after the earlier to occur of (i) written notice thereof has been given to the Guarantor and the Company by the Lessor at the request of the Majority Funding Parties or (ii) either the Vice President-Investments or the Controller (or if no person has such title, any other officer having similar functions, regardless of title) of the Guarantor or the Company otherwise becomes aware of any such failure; or

(e) A “Lease Event of Default” shall occur, any other default or event of default shall occur under any other Operative Document, or any default or event of default shall occur under the Revolving Credit Agreement; or

(f) The Guarantor, the Company or any other Consolidated Subsidiary shall fail to make any payment in respect of Indebtedness outstanding in an aggregate principal amount equal to or greater than $15,000,000 (excluding Indebtedness incurred pursuant hereto) after the expiry of any applicable grace period; or

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(g) Any other event or condition shall occur which (i) results in the acceleration of the maturity of Indebtedness (other than Indebtedness which would not constitute a “liability” in accordance with GAAP) outstanding of the Guarantor, the Company or any other Consolidated Subsidiary in an aggregate principal amount equal to or greater than $15,000,000 (including, without limitation, any required mandatory prepayment or “put” of such Indebtedness to the Guarantor (other than a “put” which is not predicated solely on the basis of a breach or other default by the Guarantor, the Company or any other Consolidated Subsidiary), the Company or any other Consolidated Subsidiary) or (ii) enables (or, with the giving of notice or lapse of time or both, would enable) the holders of such Indebtedness or any Person acting on such holders’ behalf to accelerate the maturity thereof (including, without limitation, any required mandatory prepayment or any such “put” of such Indebtedness to the Guarantor, the Company or any other Consolidated Subsidiary); or

(h) The Guarantor, the Company or any other Consolidated Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or

(i) An involuntary case or other proceeding shall be commenced against the Guarantor, the Company or any other Consolidated Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 days; or an order for relief shall be entered against the Guarantor, the Company or any other Consolidated Subsidiary under the federal bankruptcy laws as now or hereafter in effect; or

(j) The Guarantor, the Company or any member of the Controlled Group shall fail to pay when due any material amount which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans shall be filed under Section 4041(c) of ERISA by the Company, any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated, if the PBGC gives notice of its intention to seek or takes any action seeking to obtain such a decree; or

(k) One or more judgments or orders for the payment of money in an aggregate amount in excess of $15,000,000 (exclusive of amounts fully covered by insurance) shall be

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rendered against the Guarantor, the Company or any other Consolidated Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 45 days; or

(l) A federal tax lien shall be filed against the Guarantor, the Company or any other Consolidated Subsidiary under Section 6323 of the Code or a lien of the PBGC shall be filed against the Guarantor, the Company or any other Consolidated Subsidiary under Section 4068 of ERISA and if in either case the amount involved is in an aggregate amount in excess of $15,000,000 and such lien shall remain undischarged for a period of 60 days after the date of filing;

(m) Any of the Operative Documents shall cease, for any reason, to be in full force and effect or the Guarantor or the Company shall so assert; or

(n) A Change of Control shall occur.

Section 9.02   Remedies.

(a) Upon the occurrence and continuation of any Event of Default (other than a Limited Recourse Event of Default):

(i) in the case of an Event of Default (other than one referred to in Sections 9.01(h) or (i)), the Lessor may and, upon request of the Majority Funding Parties, shall, declare the principal amount of the Unrecovered Lessor Investments and the accrued Yield thereon and all other amounts payable by the Company hereunder and under the other Operative Documents, to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Company;

(ii) in the case of the occurrence of an Event of Default referred to in Sections 9.01(h) or (i), the Unrecovered Lessor Investments and the accrued Yield thereon and all other amounts payable by the Company hereunder and under the other Operative Documents shall become automatically immediately due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Company; and

(iii)          At the direction of the Majority Funding Parties, Lessor shall take such other action and exercise such remedies pursuant to the Operative Documents as are available to it under law or in equity.

(b) Notwithstanding Sections 9.02(a)(i) and (ii), the Guarantor or the Company may cure any Default or Event of Default under Section 9.01 by paying the Termination Value or purchasing the Facility as provided in Section 15(c) of the Lease for the Purchase Price.

(c) No Lease Participant may initiate or pursue remedies unless and until the Lessor initiated remedies against the Facility, the Guarantor or the Company.  In the event the Lessor

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has initiated remedies, the Lease Participants may join in enforcement of remedies against the Facility, the Guarantor or the Company.

(d) If the Majority Funding Parties shall have instructed the Lessor to sell or foreclose on the Facility and other collateral in accordance with the Security Instruments and the Lease, then (i) the net cash sales or foreclosure proceeds to be received must at least equal an amount equal to the Funded Amount, plus all other amounts then owing to the Funding Parties hereunder and under the other Operative Documents and (ii) the Majority Funding Parties may not, without the consent of the Lessor, instruct the Lessor to sell the Facility or any portion thereof for an amount less than sufficient to pay in full the Funded Amount pursuant to Section 3.05, or instruct the Lessor to foreclose on the Facility in accordance with the Security Instruments and the Lease for a cash bid which is not sufficient to pay in full the Funded Amount.

(e) The Funding Parties agree not to exercise their remedies against the Facility under the Security Instruments unless an Event of Default (other than a Limited Recourse Event of Default) has occurred and is continuing hereunder and the Lease has terminated and the Guarantor or the Company (or any Affiliate thereof) shall not have purchased the Facility on or before the Cancellation Date.

(f) Any other term or provision hereof, or in any other Operative Document, to the contrary notwithstanding, upon the occurrence of an Event of Default which constitutes a Limited Recourse Event of Default, the Lessor may, and upon request of the Majority Funding Parties, shall, notify the Company of its election to terminate the Lease in accordance with Sections 2 and 15 of the Lease, at which time a Termination Event shall be deemed to have occurred and the Lessor and the Lease Participants shall have the rights with respect thereto as set forth in the Lease and the other Operative Documents.  For purposes of certainty, nothing herein shall prohibit the Lessor and the Lease Participants from exercising remedies under the Lease and under 9.02(a) in connection with the occurrence of an Event of Default which occurs after a Termination Event and the undertaking of actions in response thereto.

ARTICLE X.

THE LESSOR AS SERVICING AGENT FOR THE LEASE PARTICIPANTS; THE ADMINISTRATIVE AGENT

Section 10.01   Lessor as Servicing Agent.

(a) Appointment, Powers and Immunities.  Each Lease Participant hereby appoints and authorizes the Lessor to take such action as servicing agent on its behalf and to exercise such powers under this Agreement as are delegated to the Lessor by the terms hereof, together with such powers as are reasonably incidental thereto.  As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement of this Agreement or collection of the Lessor Investments), the Lessor shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Funding Parties, and such instructions shall be binding upon all Lease Participants; provided, however, that the Lessor shall not be required to take any action which exposes the Lessor to personal liability or which is

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contrary to this Agreement or applicable law.  The Lessor agrees to give to each Lease Participant prompt notice of each notice given to it by the Guarantor or the Company pursuant to the terms of this Agreement or any of the Operative Documents.

(b) Reliance by Lessor.  Neither the Lessor nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct, or its failure to pay to any Lease Participant its Percentage Share of any Rent or other amounts in which such Lease Participant has an Ownership Interest which the Lessor actually has received.  Without limitation of the generality of the foregoing, the Lessor:  (a) may treat any Lease Participant as the owner of its Ownership Interest until the Lessor receives and accepts an Assignment and Acceptance entered into by such Lease Participant, as assignor, and an Eligible Assignee, as assignee, as provided in Section 11.06; (b) may consult with legal counsel (including counsel for the Guarantor or the Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lease Participant and shall not be responsible to any Lease Participant for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Operative Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Operative Documents on the part of the Guarantor or the Company or to inspect the Facility or the property (including the books and records) of the Guarantor or the Company; (e) shall not be responsible to any Lease Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Operative Documents or any other instrument or document furnished pursuant hereto; (f) shall incur no liability under or in respect of this Agreement or the Operative Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopier, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall act or refrain from acting, and shall be fully protected in acting or refraining from acting, in selling or otherwise disposing of the Facility in accordance with the Security Instruments, upon receiving instructions signed by the Majority Funding Parties.

(c) Defaults.  The Lessor shall not be deemed to have knowledge of the occurrence of a Default (other than the non-payment of Rent) unless the Lessor has received notice from a Lease Participant or the Company specifying such Default and stating that such notice is a “Notice of Default.”  In the event that the Lessor receives such a notice of the occurrence of a Default, the Lessor shall give prompt notice thereof to the Lease Participants (and shall give each Lease Participant prompt notice of each such non-payment).  The Lessor shall (subject to Section 10.07) take such action with respect to such Default as shall be directed by the Majority Funding Parties, as provided in Section 10.02, provided that, unless and until the Lessor shall have received such directions, the Lessor may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Funding Parties.

(d) Rights as a Funding Party.  With respect to its Lessor Commitment and its Ownership Interests, the Lessor shall have the same rights and powers under this Agreement as

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any other Funding Party (except to the extent the rights and obligations of the Lessor as such are different from the rights of the Lease Participants as such) and may exercise the same as though it were not acting as the agent of the Lease Participants as provided herein; and the term “Funding Party” or “Funding Parties” shall, unless otherwise expressly indicated, include the Lessor in its individual capacity.  The Lessor and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Guarantor, the Company, any of the other Subsidiaries and any Person who may do business with or own securities of the Guarantor or any of the Subsidiaries, all as if the Lessor were not the agent of the Lease Participants pursuant hereto and without any duty to account therefor to the Lease Participants.

(e) Indemnification by Lease Participants.  The Lease Participants agree to indemnify the Lessor (to the extent not reimbursed by the Company), ratably according to their respective Ownership Interests, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, orders, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Lessor in any way relating to or arising out of this Agreement or any of the Operative Documents or any action taken or omitted by the Lessor under this Agreement or any of the Operative Documents, provided that no Lease Participant shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, orders, suits, costs, expenses or disbursements resulting from the Lessor’s gross negligence or willful misconduct, or its failure to pay to any Lease Participant its Percentage Share of any Rent or other amounts in which such Lease Participant has an Ownership Interest which the Lessor actually has received.  Without limitation of the foregoing, each Lease Participant agrees to reimburse the Lessor promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Lessor in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings, in bankruptcy or insolvency proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or the other Operative Documents, to the extent that the Lessor is not reimbursed for such expenses by the Guarantor or the Company.

(f) Indemnification by Lessor.  Solely to the limited extent, if any, monies are received by Lessor from Company with respect to the Indemnified Risks and without recourse to the Lessor except with respect to such monies received, the Lessor agrees to indemnify and save harmless each other Indemnified Party, from and against all liabilities, Liens, Taxes, losses, obligations, claims, damages (including, without limitation, penalties, fines, court costs and administrative service fees), penalties, demands, causes of action, suits, proceedings (including any investigations, litigation or inquiries), judgments, orders, sums paid in settlement of claims, and costs and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees and expenses and all other expenses incurred, suffered or realized in connection with investigating, defending or preparing to defend any cause of action, suit or proceeding (including any investigations, litigation or inquiries) or claim which may be incurred by or asserted against or involve any of them (whether or not any of them is named as a party thereto) as a result of, arising directly or indirectly out of or in any way related to any of the Indemnified Risks.

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(g) Non-Reliance on Lessor and other Lease Participants.  Each Lease Participant acknowledges that it has, independently and without reliance upon the Lessor or any other Lease Participant and based on the financial statements referred to in Section 7.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lease Participant also acknowledges that it will, independently and without reliance upon the Lessor or any other Lease Participant 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 Agreement.  Except for notices, reports and other documents and information expressly required to be furnished to the Lease Participants by the Lessor hereunder, the Lessor shall not have any duty or responsibility to provide any Lease Participant with any credit or other information concerning the affairs, financial condition or business of the Guarantor, the Company or any affiliates thereof, which may come into the possession of the Lessor or any of its affiliates.

(h) Failure to Act.  The Lessor shall in all cases be fully justified in failing or refusing to act hereunder or under the Operative Documents unless it shall be indemnified to its satisfaction by the Lease Participants against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action.

Section 10.02   Appointment of the Administrative Agent.

(a) The parties hereto acknowledge and agree that Lessor may, and hereby does, appoint the Administrative Agent to undertake and perform on its behalf all of Lessor’s administrative and servicing obligations under the Operative Documents, including, without limitation, (i) sending and receiving notices by or on behalf of the Lessor (all of which notices, when delivered by the Administrative Agent, shall constitute constructive delivery thereof by the Lessor and, when received by the Administrative Agent, shall constitute constructive receipt thereof by the Lessor), (ii) the collection and disbursement of all payments which are to be made to or from Lessor to any other party (including, without limitation, the payment of Rent, Supplemental Rent, Yield, payments under the Guaranty, the proceeds of any collateral, the proceeds of any right of setoff, and insurance or condemnation proceeds), (iii) the receipt, on Lessor’s behalf, of any reports, financial statements, and other information required to be delivered to Lessor under the Operative Documents (including, without limitation, the financial statements required to be delivered pursuant hereto, and environmental reports), all of which, when received by the Administrative Agent shall constitute constructive receipt thereof by the Lessor, (iv) maintaining the Register in accordance with Section 11.06(d), (v) delivering notices with respect to Yield and the Applicable Margin, and (vi) exercising, to the extent requested by Lessor from time to time, all rights and remedies afforded Lessor, and on Lessor’s behalf, under the Operative Documents.

(b) In performing its duties as the Administrative Agent hereunder, the Administrative Agent shall be entitled to all of the rights and benefits afforded Lessor as servicing agent under Section 10.01, all of which are incorporated by reference into this Section 10.02 in favor of the Administrative Agent, mutatis mutandis, including, without limitation, the rights with respect to indemnification from the Lease Participants, the benefits of any exculpation afforded Lessor under Section 10.01, rights with respect the failure or refusal to act, and the rights as a Funding Party (if the Administrative Agent is or becomes a Funding Party).

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(c) Each of the parties hereto (and the Guarantor by execution and delivery of the Guaranty) agrees to abide by the provisions of this Section 10.02 and other provisions in the Operative Documents in respect of the Administrative Agent’s role and function in connection with the administration of the transactions contemplated herein and therein by, among other things, making all payments of money (whether as Rent, proceeds, or otherwise) which would otherwise be payable to Lessor directly to the Administrative Agent and sending all notices which would otherwise be sent to Lessor directly to the Administrative Agent.

(d) Each of the parties hereto (and the Guarantor by execution and delivery of the Guaranty) agrees that (i) notice under any of the Operative Documents delivered to the Administrative Agent shall constitute constructive receipt thereof by Lessor and that notice delivered by the Administrative Agent shall constitute in all respects notice delivered by the Lessor under the Operative Documents and (ii) receipt by the Administrative Agent of any payment under the Operative Documents which would otherwise be payable to or for Lessor’s account shall constitute receipt thereof by the Lessor.

(e) The Guarantor acknowledges and agrees to the provisions of this Section 10.02 by its execution and delivery of the Guaranty.

ARTICLE XI.

MISCELLANEOUS

Section 11.01   Amendments, Etc.  The parties hereby agree that (1) no amendment, modification or waiver of any provision of this Agreement, and no consent to any departure by the Company herefrom, shall be effective against the Company, the Lessor, the Administrative Agent, or the Lease Participants unless it shall be in writing and signed by the Company and the Majority Funding Parties; (2) no amendment, modification or waiver of any provision of the Guaranty, and no consent to any departure by the Guarantor therefrom, shall be effective against the Guarantor, the Lessor or the Lease Participants, unless signed by the Guarantor and the Lessor, with the consent of all of the Lease Participants; and (3) no amendment, modification or waiver of any provision of any other Operative Documents, and no consent to any departure by the Company or the Guarantor, as applicable, therefrom, shall be effective against the Guarantor or the Company, as applicable, or the Lessor or the Lease Participants unless signed by the Persons executing such Operative Document, the Guarantor and/or the Company, as applicable, and the Lessor, with the consent of the Majority Funding Parties; provided, however, that:

(a) no such amendment, waiver or consent shall, unless in writing and signed by the Company, all the Funding Parties, and the Administrative Agent, be effective to (i) amend this Section 11.01 or (ii) or change the definition of “Final Rent Payment,” “Termination Value,” or “Purchase Price”;

(b) no such amendment, waiver or consent shall, unless in writing and signed by all the Funding Parties, be effective to (i) subject any Funding Parties to any additional obligation, (ii) reduce or forgive all or any portion of the principal of the Lessor Investments or Yield thereon or reduce the rates used to determine Yield (including, without limitation, the Pricing Schedule), (iii) postpone or otherwise change any date fixed for any payment of the principal of

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the Lessor Investments or Yield thereon, (iv) change the definition of “Majority Funding Parties,” “A Percentage Share,” or “B Percentage Share” or the percentage of the aggregate Ownership Interests which shall be required for the Lessor (or the Administrative Agent on Lessor’s behalf) to take any action under this Agreement, (v) except as otherwise permitted in this Agreement or the other Operative Documents, permit the creation of any Lien (other than Permitted Liens) on the Collateral equal to or prior to the interests of the Funding Parties or sell or otherwise dispose of any portion of the Collateral or release any Lien created under the Operative Documents, or (vi) waive the terms of any payment obligation (whether Yield or Lessor Investments) or amend or modify the order of application of payments and proceeds; (vii) release the Company or any surety or guarantor of any of the Company’s obligations or otherwise limit recourse to such surety or guarantor; or (v) waive any of the conditions specified in Article VI;

(c) no such amendment, waiver or consent shall, unless in writing and signed by the Lessor and all other Funding Parties, be effective to restrict, limit, or terminate the rights of, or increase or modify the duties of, Lessor under any Operative Document; and

(d) no such amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and all of the Funding Parties, be effective to restrict, limit, or terminate the rights of, or increase or modify the duties of, the Administrative Agent under any Operative Document.

In any of the foregoing events, any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 11.02   Notices.  Except as otherwise provided in Article II or Article V, all notices and other communications provided for hereunder shall be in writing (including by telecopier and other readable communication) and mailed by certified mail, return receipt requested, telecopied or otherwise transmitted or delivered, for the Guarantor, at 2801 Highway 280 South, Birmingham, Alabama 35223, Attention: Lance Black, Telecopier: 205-268-3642, for any party hereto, at its address set forth under its name on its signature page hereto or, as to a Lease Participant that is not a party hereto as of the date hereof, in an Assignment and Acceptance, or as to each party at such other address as shall be designated by such party in a written notice to the other parties.  All such notices and communications shall, if so mailed, telecopied or otherwise transmitted, be effective when received, if mailed, or when the appropriate answer back or other evidence of receipt is given, if telecopied or otherwise transmitted, respectively.  A notice received by the Lessor (or the Administrative Agent on Lessor’s behalf) by telephone pursuant to Article II or Article V shall be effective if the Lessor (or, if to the Administrative Agent, the Administrative Agent) believes in good faith that it was given by an authorized representative of the Company and acts pursuant thereto, notwithstanding the absence of written confirmation or any contradictory provision thereof.  The parties hereto acknowledge the applicability of Section 10.02 to terms in this Section 11.02 relating to the delivery of notice to and from the Lessor.

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Section 11.03 Payment of Expenses, Indemnities, Etc.

(a)           The Company agrees to pay on demand (i) all reasonable fees and out-of-pocket expenses of counsel for the Lessor and the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and the fulfillment or attempted fulfillment of conditions precedent hereunder, (ii) all reasonable costs and expenses incurred by Lessor and the Administrative Agent and their Affiliates (including, without limitation, WCI) in effecting the assignment of WCI’s interest in the Operative Documents and the Original Lease Documents to Lessor and in syndicating or re-issuing to the Lease Participants all or any portion of the Lessor Investments hereunder, including, without limitation, the related reasonable fees and out-of-pocket expenses of counsel for WCI, Lessor, and the Administrative Agent or any of their Affiliates, travel expenses, duplication and printing costs and courier and postage fees, and excluding any syndication fees paid to other parties joining the syndicate and (iii) all out-of-pocket costs and expenses, if any, incurred by the Lessor, the Administrative Agent, and the Lease Participants in connection with the enforcement (whether through negotiations, legal proceedings in bankruptcy or insolvency proceedings, or otherwise) of this Agreement, the other Operative Documents and the other documents to be delivered hereunder and thereunder, including the reasonable fees and out-of-pocket expenses of counsel.  In furtherance of and not in limitation of the foregoing, the Company shall pay all fees, costs and expenses incurred in obtaining the Approved Appraisal, the Environmental Assessment, the title policy referred to in Section 6.01(k), the certification to the Survey required by Section 6.01(i)] and the Related Contracts.  The Company shall indemnify the WCI, Lessor, the Administrative Agent, and each Lease Participant against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of, and performance of obligations under, any of the Operative Documents or the Lessor Assignment Agreement.

(b)           The Company (in its capacity as Lessee) agrees, in addition to any other indemnity obligations set forth in any Operative Document, to indemnify and save harmless each Indemnified Party from and against all liabilities, Liens, Taxes, losses, obligations, claims, damages (including, without limitation, penalties, fines, court costs and administrative service fees), penalties, demands, causes of action, suits, proceedings (including any investigations, litigation or inquiries), judgments, orders, sums paid in settlement of claims, and costs and expenses of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees and expenses and all other expenses incurred, suffered or realized in connection with investigating, defending or preparing to defend any cause of action, suit or proceeding (including any investigations, litigation or inquiries) or claim which may be incurred by or asserted against or involve any of them (whether or not any of them is named as a party thereto) as a result of, arising directly or indirectly out of or in any way related to (i) the failure of the Guarantor or the Company to perform or caused to be performed, or the inadequacy of, the environmental due diligence required under Article IV of the Original Agency Agreement or any of the applicable Operative Documents, (ii) the breach of any representation, warranty or agreement set forth under the Operative Documents regarding Environmental Requirements or relating to environmental matters, (iii) the failure of the Guarantor or the Company to perform any obligation required to be performed under the Operative Documents pursuant to Environmental Requirements or relating to environmental matters, (iv) the failure of the Guarantor or the Company to obtain any Environmental Authorizations required in the management, maintenance

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and operation of the Facility, or the operation of any business on or related to the Facility or the Site, (v) any Environmental Damages, Environmental Liabilities and Environmental Proceedings relating to the Facility; (vi) all acts or omissions by or on behalf of the Company, its contractors, employees, agents, licensees, representatives or any other Person for whose conduct the Company is responsible in connection with this Agreement, any Related Contract or under any Operative Document (individually and collectively, as the context shall require, the “Company Agents”); (vii) the breach or failure to perform by the Company (directly or by any of the Company Agents) of any provisions of this Agreement or under any Operative Document; (viii) the operations of the business of the Company; (ix) the failure of the Company (directly or by any of the Company Agents) to comply with any Governmental Requirement (including, without limitation, design, construction, manufacture, engineering, assembly, installation, use, operation or ownership of the Facility or any portion thereof); (x) the failure of the Company (directly or by any of the Company Agents) to pay any amount required to be paid hereunder or under the Lease or any other Operative Document, including, without limitation (and without duplication), the Lessor Investments and Yield thereon (whether or not the Lease has terminated) and Rent; (xi) the Lessor’s ownership and leasing of the Facility pursuant to the Lease (other than taxes excluded from the definition of Taxes); (xii) the sale of any portion of the Facility either to the Company or any other Person pursuant to the provisions of the Lease; (xiii) any Imposition, Lien, judgment, order, tax, or other payment owing in respect of the Facility or which the Company is obligated to discharge or pay to any Person; (xiv) the renovation, construction, leasing, subleasing, operation, occupancy, possession, use or non-use by the Company of the Facility or any portion thereof, or the condition of the Facility or any portion thereof; (xv) any Default or Event of Default under the Lease or this Agreement; (xvi) any act or omission of the Company (directly or by any of the Company Agents) relating to, or in connection with, the ownership, renovation, construction, leasing, subleasing, operation, management, maintenance, occupancy, possession, use, non-use or condition of the Facility or any portion thereof; (xvii) performance of any labor or services or furnishing of any materials or other Property in respect of the Facility or any portion thereof; (xviii) any permitted contest referred to in Section 15 of the Lease; and (xix) any claims for patent, trademark, trade name or copyright infringement;

provided, however, that no Indemnified Party shall be entitled to indemnity (or any other payment or reimbursement) for any Indemnified Risks pursuant to this Section 11.03(b) to the extent such Indemnified Risks result from or arise out of (i) the willful misconduct or gross negligence of such Indemnified Party or (ii) for any risks arising from any third-party damage claims arising from acts or omissions occurring during the Construction Term, other than third-party damage claims caused by or resulting from the Company’s (or any of the Company Agents’) own actions or failures to act while in possession or control of the Facility or for any risks beyond the control of the Company during the Construction Term (directly or through the Company Agents), including acts of God, casualty losses and condemnations.

(c)           The risks identified in Section 11.03(b) are referred to in this Agreement, individually and collectively, as the context shall require, as the “Indemnified Risks.”  The Lessor, the Administrative Agent, and each Lease Participant, and their respective successors and assigns, and their officers, directors, incorporators, shareholders, employees, agents, partners, attorneys, affiliates, contractors, subcontractors and servants are referred to in this Agreement individually as an “Indemnified Party” and collectively as the “Indemnified Parties.”

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(d)           If any cause of action, suit, proceeding or claim arising from any of the foregoing is brought against any Indemnified Party, whether such action, suit, proceeding, or claim shall be actual or threatened, or in preparation therefor, the Company will have the right, at its expense, to assume the resistance and defense of such cause of action, suit, proceeding or claim or cause the same to be resisted and defended; provided that such Indemnified Party shall be entitled (but not obligated) to participate jointly in such defense, in which case such Indemnified Party will be responsible for its own legal fees or other expenses, if any, related to such defense incurred subsequent to the joint participation by such party in such defense.  Notwithstanding the foregoing, the Indemnified Party may assume the defense of such action, suit, proceeding, or claim (and the Company agrees to reimburse such Indemnified Party on demand for the reasonable fees and expenses of any counsel retained by the Indemnified Party), if (i) such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Company or (ii) the Indemnified Party’s counsel shall have advised such Indemnified Party that such action, suit, proceeding, or claim involves a risk of the imposition of criminal liability or will involve a material risk of the sale, forfeiture, or loss of, or the creation of any Lien (other than a Permitted Lien of the type described in clause (i) of the definition thereof) on the Lease or the Facility or any part thereof.  The Company may settle any action which it defends hereunder on such terms as it may deem advisable in its sole discretion, subject to its ability promptly to perform in full the terms of such settlement and only if such settlement does not include any admission of bad faith, gross negligence, willful misconduct, or criminal conduct to be entered against, or deemed made by, any Indemnified Party (unless the Indemnified Parties implicated thereby or involved therein agree thereto in writing in their sole discretion).  No Indemnified Party may seek indemnification or other reimbursement or payment, including attorneys’ fees or expenses, from the Company for any cause of action, suit, proceeding or claim settled, compromised or in any way disposed of by the Indemnified Party without the Company’s prior written consent, which will not be unreasonably withheld.

(e)           The obligations of the Company under this Section 11.03 shall survive the expiration or any termination of this Agreement (whether by operation of law or otherwise) and the payment of amounts owed by the Company under this Agreement and the other Operative Documents, and shall also expressly survive any sale, transfer or conveyance of the Facility made by the Lessor pursuant to the Lease for a period of 2 years after the termination of this Agreement and any such sale, transfer or conveyance, except for indemnification obligations of the Company, which shall continue to survive thereafter.

(f)            Upon demand for payment by any Indemnified Party of any Indemnified Risks incurred by it for which indemnification is sought, the Company shall pay when due and payable the full amount of such Indemnified Risks to the appropriate party, unless and only so long as: (i) the Company shall have assumed the defense of such action and is diligently prosecuting the same; (ii) the Company is financially able to pay all its obligations outstanding and asserted against the Company at that time, including the full amount of the Indemnified Risks; and (iii) the Company has taken all action as may be reasonably necessary to prevent (1) the collection of such Indemnified Risks from, or the assertion of any Lien in respect thereof against, the Indemnified Party or its property or assets; (2) the sale, forfeiture or loss of the Facility or any portion thereof, or any property or assets of such Indemnified Party during such defense of such

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action; and (3) the imposition of any civil or criminal liability for failure to pay such Indemnified Risks when due and payable.

(g)           The Company acknowledges and agrees, subject to the limitations contained in paragraph (b), that its obligations under this Section 11.03 are intended to include and extend to any and all liabilities, Liens, Taxes, losses, obligations, claims, damages (including, without limitation, penalties, fines, court costs and administrative service fees), penalties, demands, causes of action, suits, proceedings (including any investigations, litigation or inquiries), judgments, orders, sums paid in settlement of claims, costs and expenses (including, without limitation, response and remediation costs, stabilization costs, encapsulation costs, and treatment, storage or disposal costs), imposed upon or incurred by or asserted at any time against any Indemnified Party (whether or not indemnified against by any other party) as a result of, arising directly or indirectly out of or in any way related to (A) the treatment, storage, disposal, generation, use, transport, movement, presence, release, threatened release, spill, installation, sale, emission, injection, leaching, dumping, escaping or seeping of any alleged Hazardous Materials at, under, onto, above, within or from the Facility or any part thereof or any business conducted on or related to the Facility or the Site; (B) the violation or alleged violation of any Environmental Requirements relating to or in connection with the Facility or any part thereof or any acts or omissions thereon or relating thereto; (C) all other federal, state and local laws designed to protect the environment or persons or property therein, whether now existing or hereinafter enacted, promulgated or issued by any governmental authority relating to or in connection with the Facility or any part thereof or any acts or omissions thereon or relating thereto; (D) the Company’s failure to comply with its obligations under Section 7 of the Lease; and (E) any abandonment of the Facility by the Company.

(h)           Without limiting the generality of the foregoing provisions of this Section 11.03, the Company agrees to pay or reimburse, promptly upon demand, and protect, indemnify and save harmless, the Lessor following the occurrence of a Termination Event, from any action by any Sublessee or other owner of an interest in the Facility (other than a Co-Lessee) which causes the Lessor any delay in exercising its remedies, or results in the reduction of the Lessor’s remedies, under the Lease.

(i)            In case any action shall be brought against any Indemnified Party in respect of which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, but the failure to give such prompt notice shall not relieve the Company from liability hereunder, except to the extent such failure deprives the Company of any material defense otherwise available to the Company in connection therewith.

Section 11.04 No Waiver; Remedies.  No failure on the part of any Funding Party to exercise, and no delay in exercising, any right hereunder or under any Operative Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder or under any Operative Document preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.05 Right of Set-Off.  Upon the declaration of the principal amount Unrecovered Lessor Investments and the accrued Yield thereon and all other amounts payable by

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the Company hereunder and under the other Operative Documents, to be due and payable pursuant to the provisions of Section 9.02(a), each Funding Party and the Administrative Agent, and each of their respective Affiliates, is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Funding Party, Administrative Agent, or Affiliate to or for the credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement held as part of its Ownership Interests by such Funding Party, Administrative Agent, or Affiliate, irrespective of whether or not such Funding Party, Administrative Agent, or Affiliate shall have made any demand under this Agreement and although such obligations may be unmatured.  Each Funding Party (for itself and on behalf of its Affiliates) and the Administrative Agent (for itself and on behalf of its Affiliates), as applicable, agrees promptly to notify the Company after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of each Funding Party, the Administrative Agent, and such Affiliates under this Section 11.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the same may have.  All amounts received by any Funding Party, the Administrative Agent, or any such Affiliate pursuant to this Section 11.05 shall be shared with the other Funding Parties pursuant to Section 4.02(d).

Section 11.06 Assignments and Participations.

(a)           The Company may not assign its rights or obligations hereunder or under any other Operative Document without the prior consent of all of the Funding Parties.

(b)          (i)             The Lessor shall have the right at any time to sell A Percentage Ownership Interests and/or B Percentage Ownership Interest to A Percentage Lease Participants and/or B Percentage Lease Participants, as applicable, without the prior consent of the other Lease Participants, but (unless a Default or Event of Default is in existence) subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. The Lessor shall not have the right to assign its rights and obligations as Lessor hereunder and under the Lease and the other Operative Documents except, with the prior written consent of the Lease Participants and (unless a Default or Event of Default is in existence) the Company, which consent in either case shall not be unreasonably withheld or delayed, to an Eligible Lessor Assignee (and such Eligible Lessor Assignee shall expressly assume in writing the Lessor’s rights and obligations hereunder and under the Operative Documents).  Upon such assignment, from and after the effective date thereof, (A) the assignee thereunder shall be the Lessor hereunder and have the rights and obligations of the Lessor hereunder (including, without limitation, the obligations with respect to the Lessor Investments and the Lessor Equity Interest) and (B) the assigning Lessor shall relinquish its rights under this Agreement, and such assigning Lessor shall cease to be a party hereto.

(ii)           With the prior written consent of the Lessor (which consent shall not be unreasonably withheld or delayed) and, unless a Default or Event of Default is in existence, the Company (which consent shall not be unreasonably withheld or delayed), each Lease Participant may at any time assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including,

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without limitation, all or a portion of its A Percentage Ownership Interests and/or B Percentage Ownership Interests, as applicable), and the assignee thereof shall assume all such rights and obligations pursuant to an Assignment and Acceptance executed by such assignee, such assigning Lease Participant and the Lessor); provided, however, that (1) the amount of the A Percentage Ownership Interests or B Percentage Ownership Interests of the assigning Lease Participant being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000, or integral multiples of $1,000,000 in excess thereof (or, if less, in either case, the entire A Percentage Ownership Interests or B Percentage Ownership Interests of the assigning Lease Participant (distinguished, however, by those B Percentage Ownership Interests attributable to the Non-Recourse Amount and those in excess of the Non-Recourse Amount), (4) each such assignment shall be to an Eligible Assignee, (5) a Lease Participant may not have more than 2 assignees that are not then Lease Participants at any one time and (6) the parties to each such assignment shall execute and deliver to the Administrative Agent (on behalf of the Lessor), for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (for the account of the Lessor), and shall send to the Administrative Agent (on behalf of the Lessor) an executed counterpart of such Assignment and Acceptance, with a copy to the Company.  Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lease Participant hereunder and (B) the assigning Lease Participant thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lease Participant’s Ownership Interests, such Lease Participant shall cease to be a party hereto).

(c)           By executing and delivering an assignment by the Lessor or an Assignment and Acceptance by a Lease Participant, each assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in assignment by the Lessor or such Assignment and Acceptance by a Lease Participant, such assigning Lessor or Lease Participant makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lessor or Lease Participant makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Guarantor or the Company or the performance or observance by the Company of any of its obligations under this Agreement or any other Operative Document or by the Guarantor under the Guaranty; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 7.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into assignment or such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Lessor (if it is an assignee of a Lease Participant), such assigning Lessor or Lease

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Participant or any other Lease Participant 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 Agreement; (v) such assignee confirms that it is an Eligible Lessor Assignee or Eligible Assignee, as applicable; (vi) such assignee appoints and authorizes the Lessor (if it is not an assignee of a Lease Participant) and the Administrative Agent to take such action as agent or Administrative Agent, as applicable, for the Lease Participants on its behalf and to exercise such powers under this Agreement as are delegated to the Lessor and the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as either the Lessor or a Lease Participant, as the case may be.

(d)           The Administrative Agent shall maintain on behalf of the Lessor at its address referred to in Section 11.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lease Participants and the Ownership Interests and Lease Participant Investments owing to each Lease Participant from time to time (the “Register”).  The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Administrative Agent, the Guarantor, the Company, the Lessor and the other Lease Participants may treat each Person whose name is recorded in the Register as a Lease Participant hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Guarantor, the Company, the Lessor, and any Lease Participant at any reasonable time and from time to time upon reasonable prior notice.  Upon the acceptance of any Assignment and Acceptance for recordation in the Register, Exhibit E hereto shall be deemed to be amended to reflect the revised Lease Participant Commitments of the parties to such Assignment and Acceptance as well as administrative information with respect to any new Lease Participant as such information is recorded in the Register.

(e)           Upon its receipt of an Assignment and Acceptance executed by an assigning Lease Participant and an assignee representing that it is an Eligible Assignee, the Administrative Agent (on behalf of the Lessor) shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit E hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Guarantor, the Company, the Lessor, the other Lease Participants. Within 5 Business Days after its receipt of such notice and its receipt of an executed counterpart of such Assignment and Acceptance, the Lessor, at the expense of the Company, shall execute and deliver to each of the Lease Participants a new Ownership Certificate, giving effect to such Assignment and Acceptance and dated the date thereof.  Such Ownership Certificates shall be conclusive and binding absent manifest error.

(f)            Each Lease Participant may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Ownership Interests); provided, however, that (i) such Lease Participant’s obligations under this Agreement shall remain unchanged, (ii) such Lease Participant shall remain solely responsible to the Lessor for the performance of such obligations, (iii) such Lease Participant shall remain the owner of its Ownership Interests for all purposes of this Agreement, (iv) the Guarantor, the Company, the Administrative Agent, the Lessor and the other Lease Participants shall continue to deal solely and directly with such Lease Participant in

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connection with its rights and obligations under this Agreement and the other Operative Documents, (v) such Lease Participant shall continue to be able to agree to any modification or amendment of this Agreement or any waiver hereunder without the consent, approval or vote of any such participant or group of participants, other than modifications, amendments and waivers which (A) postpone any date fixed for any payment of, or reduce any payment of, principal of or Yield on the Lessor Investments, (B) reduce the Yield payable under this Agreement and such Lease Participant’s Ownership Interests, or (C) consent to the assignment or the transfer by the Company or the Lessor of any of its rights and obligations as the Company or the Lessor, respectively, under this Agreement (to the extent such consent is required pursuant to the Agreement) and (vi) except as contemplated by the immediately preceding clause (v), no participant shall be deemed to be or to have any of the rights or obligations of a “Lease Participant” hereunder.

(g)           The Lessor or any Lease Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.06, disclose to the assignee or participant or proposed assignee or participant any information relating to the Guarantor or the Company furnished to the Lessor or such Lease Participant by or on behalf of the Company or the Guarantor; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing for the benefit of the Guarantor and the Company to preserve the confidentiality of any confidential information relating to the Guarantor or the Company received by it from the Lessor or such Lease Participant in a manner consistent with Section 11.13.

(h)           Anything in this Agreement to the contrary notwithstanding, any Lease Participant may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, its Ownership Interests) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System (or any successor regulation) and the applicable operating circular of such Federal Reserve Bank.

(i)            Notwithstanding any other provision of this Agreement or any other Operative Document, neither the Guarantor or the Company nor any of their Affiliates (i) may acquire any of the Ownership Interests unless the Guarantor or the Company or such Affiliate acquires all of the Ownership Interests in a single transaction and thereby becomes bound by the provisions hereof; and unless the Guarantor or the Company or such Affiliate shall have acquired all of the Ownership Interests, it shall not be entitled to exercise any rights or remedies of a Funding Party under any of the Operative Documents.

(j)            Notwithstanding any other provision of this Agreement to the contrary, no assignee or participant shall be entitled to receive any greater payment under Section 4.06 or 5.03 than the transferor Funding Party would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company’s prior written consent or by reason of the provisions of Section 5.02 or 5.03 hereof requiring such Funding Party to designate a different Applicable Funding Office under certain circumstances or at a time when the circumstances giving rise to such a greater payment did not exist.

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Section 11.07  Invalidity.  In the event that any one or more of the provisions contained in this Agreement or in any other Operative Document shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other Operative Document.

Section 11.08  Entire Agreement.  THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE LESSOR, THE ADMINISTRATIVE AGENT, THE LEASE PARTICIPANTS, THE GUARANTOR AND THE COMPANY AND SUPERSEDE ALL OTHER AGREEMENTS AND UNDERSTANDINGS AMONG SUCH PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.  THIS WRITTEN AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Section 11.09  References.  The words “herein,” “hereof,” “hereunder” and other words of similar import when used in this Agreement refer to this Agreement as a whole, and not to any particular article, section or subsection.  Any reference herein to an Article or Section shall be deemed to refer to the applicable Article or Section of this Agreement unless otherwise stated herein.  Any reference herein to an exhibit or schedule shall be deemed to refer to the applicable exhibit or schedule attached hereto unless otherwise stated herein.

Section 11.10  Successors; Survivals.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The obligations of the Company under Section 4.06, Article V, and Section 11.03 shall survive the redemption of the Lessor Investments and the termination of this Agreement.

Section 11.11  Captions.  Captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

Section 11.12  Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.  Delivery to the Lessor of a counterpart executed by a Lease Participant shall constitute delivery of such counterpart to all of the Lease Participants and the Administrative Agent.  This Agreement may be delivered by facsimile transmission of the relevant signature pages hereof.

Section 11.13  Confidentiality.  Each Funding Party and the Administrative Agent agrees to exercise commercially reasonable efforts to keep any information delivered or made available by the Company or the Guarantor to it which is clearly indicated or stated to be confidential information (or when the circumstances under which such information is delivered or when the content thereof would cause a reasonable person to believe that such information is confidential) confidential from anyone other than Persons employed or retained by such Funding Party or the Administrative Agent who are or are expected to become engaged in evaluating, approving,

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structuring or administering the Lessor Investments, the Ownership Interests or the Operative Documents (such Persons to likewise be under similar obligations of confidentiality with respect to such information); provided, however, that nothing herein shall prevent any Funding Party or the Administrative Agent from disclosing such information (a) to any other Funding Party or the Administrative Agent, (b) upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency or authority having jurisdiction over such Funding Party or the Administrative Agent, as applicable, (d) which has been publicly disclosed, (e) to the extent reasonably required in connection with any litigation to which any Funding Party, the Administrative Agent, or any of their respective Affiliates may be a party, (f) to the extent reasonably required in connection with the exercise of any remedy hereunder, (g) to such Funding Party’s or Administrative Agent’s legal counsel and independent auditors, (h) to any actual or proposed Eligible Lessor Assignee, Eligible Assignee or other participant in all or part of its rights hereunder which has agreed in writing to be bound by the provisions of this Section 11.13; provided that should disclosure of any such confidential information be required by virtue of clause (b), (c) or (e) of the immediately preceding sentence, any relevant Funding Party or the Administrative Agent shall, to the extent permitted by applicable law, rule or regulations, promptly notify the Company or the Guarantor of same so as to allow the Company and the Guarantor to seek a protective order or to take any other appropriate action; provided, further, that none of the Funding Parties nor the Administrative Agent shall be required to delay compliance with any directive to disclose beyond the last date such delay is legally permissible any such information so as to allow the Company and the Guarantor to effect any such action.

Section 11.14  Governing Law; Submission to Jurisdiction.

(a)           This Agreement (including, but not limited to, the validity and enforceability hereof and thereof) shall be governed by, and construed in accordance with, the laws of the State of New York, other than the conflict of laws rules thereof (other than Section 5.1401 of the New York General Obligations Law), except to the extent that the laws of the State of Alabama mandatorily apply.

(b)           The Company hereby irrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding by the Lessor or any Lease Participant in respect of, but only in respect of, any claims or causes of action arising out of or relating to this Agreement or the other Operative Documents (such claims and causes of action, collectively, being “Permitted Claims”), and the Company hereby irrevocably agrees that all Permitted Claims may be heard and determined in such New York State court or in such Federal court.  The Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any aforementioned court in respect of Permitted Claims.  The Company hereby irrevocably agrees that service of copies of the summons and complaint and any other process which may be served by the Lessor, the Administrative Agent, or the Lease Participants in any such action or proceeding in any aforementioned court in respect of Permitted Claims may be made by delivering a copy of such process to the Company by courier and by certified mail (return receipt requested), fees and postage prepaid, at the Company’s address specified pursuant to Section 11.02.  The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(c)           Nothing in this Section 11.14:  (i) shall affect the right of any Lease Participant or the Lessor to serve legal process in any other manner permitted by law or affect any right otherwise existing of any Lease Participant or the Lessor to bring any action or proceeding against the Company or its property in the courts of other jurisdictions or (ii) shall be deemed to be a general consent to jurisdiction in any particular court or a general waiver of any defense or a consent to jurisdiction of the courts expressly referred to in subsection (a) above in any action or proceeding in respect of any claim or cause of action other than Permitted Claims.

Section 11.15  Yield.  It is the intention of the parties hereto that each Funding Party shall conform strictly to usury laws applicable to it.  Accordingly, if the transactions contemplated hereby would be usurious as to any Funding Party under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to such Funding Party notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in this Agreement or in any other Operative Document or  any other agreement entered into in connection with or as security for the Ownership Interests, it is agreed as follows:  (i) the aggregate of all consideration which constitutes interest under law applicable to any Funding Party that is contracted for, taken, reserved, charged or received by such Funding Party under this Agreement or under any of the other aforesaid Operative Documents or other agreements or otherwise in connection with the Ownership Interests shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be cancelled automatically and if theretofore paid shall be credited by such Funding Party on the principal amount of its Ownership Interests (or, to the extent that the principal amount of its Ownership Interests shall have been or would thereby be redeemed in full, refunded by such Lease Participant to the Lessor and by the Lessor to the Company); and (ii) in the event that the maturity of the Ownership Interests is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted redemption, then such consideration that constitutes interest under law applicable to any Funding Party may never include more than the maximum amount allowed by such applicable law, and excess Yield, if any, provided for in this Agreement or otherwise shall be cancelled automatically by such Funding Party as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Funding Party on the principal amount of its Ownership Interests (or, to the extent that the principal amount of the Ownership Interests shall have been or would thereby be redeemed in full, refunded by such Lease Participant to the Lessor and by the Lessor to the Company).  All sums paid or agreed to be paid to any Funding Party for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Funding Party, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Ownership Interests, until payment in full, so that the rate or amount of Yield on account of any Ownership Interests hereunder does not exceed the maximum amount allowed by such applicable law.  If at any time and from time to time (i) the amount of Yield payable to any Funding Party on any date shall be computed at the Highest Lawful Rate applicable to such Funding Party pursuant to this Section 11.15 and (ii) in respect of any subsequent Yield computation period the amount of Yield otherwise payable to such Funding Party would be less than the amount of Yield payable to such Funding Party computed at the Highest Lawful Rate applicable to such Funding Party, then the amount of Yield payable to such Funding Party in respect of such subsequent Yield computation period shall continue to be computed at the Highest Lawful Rate applicable to such Funding Party until the total amount of

58

Yield payable to such Funding Party shall equal the total amount of Yield which would have been payable to such Funding Party if the total amount of Yield had been computed without giving effect to this Section.

Section 11.16  Characterization.

(a)           In order to protect the rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of commercial law and Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto intend that (i) the Lease be treated as the repayment and security provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, (ii) all payments of Basic Rent, Supplemental Rent, the Final Rent Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the Company be treated as entitled to all benefits of ownership of the Facility or any part thereof.  In addition, the parties acknowledge that after payment in full of the Ownership Interests, the Yield accrued thereon and any other obligations of the Company under the Operative Documents, any remaining proceeds of the Facility shall be distributed to the Company.

(b)           The Company agrees that neither it nor any of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding clause (a), and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment.  Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is entitled to, the income tax benefits, deductions and/or credits which, pursuant to the intended income tax treatment set forth herein, would otherwise be claimed or claimable by the Company, and that it and any such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the Company from time to time) as may be appropriate to facilitate the realization of, and as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by the Company or the Guarantor would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to result in liability payable by it or any affiliate, unrelated to the intended income tax treatment set forth herein, then the Company will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the case may be, in its sole opinion.

(c)           The Company acknowledges that no Lease Participant, the Administrative Agent, the Lessor or any Affiliate of any of the foregoing thereof is making any representation, nor is it required to make any disclosure, now or in the future, with respect to the parties’ tax or

59

accounting treatment of the Facility or the financing thereof, nor is any Lease Participant, the Lessor, the Administrative Agent, or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and accounting advice with respect to the Facility or the financing thereof, and the Company has had or will have the benefit of the advice of its own independent tax and accounting advisors with respect to such matters.

Section 11.17  Compliance.  None of the Lessor, the Administrative Agent, nor any Lease Participant has any responsibility for compliance by the Facility or the Company with any Governmental Requirement or other matters.  The Company expressly assumes such responsibilities and shall indemnify and hold harmless the Lessor, the Administrative Agent, and the Lease Participants with respect thereto in the manner provided in the Lease.

Section 11.18  Facility.  Upon payment by the Company of the Purchase Price Value in connection with its purchase of all of the Facility in accordance with the Lease, or the repayment in full of all amounts then due and owing by the Company under the Operative Documents, and promptly upon the request of the Company, the Lessor shall convey the Facility to the Company or its designee, free and clear of any Lien or other adverse interest of any kind created by the Lessor or any Person claiming by, through or under the Lessor, including, without limitation, the Lessor and the Lease Participants (except as consented to by the Company).

Section 11.19  Funding Parties.  No recourse under any obligation, covenant or agreement of any Funding Party contained in this Agreement, any Operative Document or any agreement or document executed in connection herewith or therewith or the transactions contemplated hereby or thereby shall be had against any shareholder, employee, officer, director, affiliate or incorporator of the Funding Parties.  The obligations, covenants and agreements of the Funding Parties under any of the foregoing agreements and documents are solely the corporate obligations of the Funding Parties, and the Lessor (with respect to the Lease Participants) and the Company and the Lease Participants (with respect to the Lessor) agree to look solely to the Lease Participants or the Lessor, as applicable, for payment of all obligations, including, without limitation, any fees or other amounts due hereunder or thereunder, and claims arising out of or relating to any of the foregoing agreements and documents.  The provisions of this Section shall survive the termination of this Agreement.

Section 11.20  Waiver of Jury Trial.  EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT OR UNDER AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 11.21  Certain Acknowledgments of the Parties.  Each of the parties hereto hereby acknowledges and agrees that (i) this Agreement and the other Operative Documents have not been negotiated by the Lessor or any of the Lease Participants in the State of Alabama,

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(ii) the closing of the transactions contemplated by this Agreement and the other Operative Documents shall take place at the office of the Lessor in Charlotte, North Carolina, or at the office of its counsel in Atlanta, GA, and (iii) in addition to the satisfaction of other conditions set forth in Section 6.01 of this Agreement, this Agreement shall not be effective until the Lessor has received at its office in Charlotte, North Carolina the documents described in the first sentence of Section 6.01.

Section 11.22  Amendment and Restatement.  This Agreement constitutes an amendment and restatement of the Original Investment Agreement, the terms of which survive, but only as amended and restated herein.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

The Company:	PROTECTIVE LIFE INSURANCE COMPANY
	By:
		Name:
		Title:
	Principal Place of Business and Chief Executive Office:
	2801 Highway 280 South Birmingham, Alabama 35223 Attention: Lance Black Telecopier: 205-268-3642

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Lessor:	WACHOVIA DEVELOPMENT CORPORATION
A Percentage Lessor Investment:	By:
$0.00		Name:
		Title:
B Percentage Lessor Investment attributable to the Non-Recourse Amount: $3,750,000.00
B Percentage Lessor Investment in excess of the Non-Recourse Amount:
$0.00	Applicable Funding Office and Address for Notices:
	Wachovia Development Corporation
	c/o Wachovia Bank, National Association
	301 S. College Street
	MC 0179
	Charlotte, North Carolina 28288
	Attention: Gabrielle Braverman
	Telecopier No.: 704-715-0065
	Telephone No. 704-383-1967

63

Administrative Agent:	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:
		Name:
		Title:
	Address for Notices:
	Wachovia Bank, National Association
	301 S. College Street
	MC 0179
	Charlotte, North Carolina 28288
	Attention: Gabrielle Braverman
	Telecopier No.: 704-715-0065
	Telephone No. 704-383-1967

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Lease Participant:	WACHOVIA BANK, NATIONAL
	ASSOCIATION
A Percentage Lessor Investment:	By:
$0.00		Name:
		Title:
B Percentage Lessor Investment
attributable to the Non-Recourse Amount:
$9,825,000.00
B Percentage Lessor Investment
in excess of the Non-Recourse Amount:
$11,425,000.00	Applicable Funding Office and Address for
	Notices:
	Wachovia Bank, National Association
	301 S. College Street
	MC 0179
	Charlotte, North Carolina 28288
	Attention: Gabrielle Braverman
	Telecopier No.: 704-715-0065
	Telephone No. 704-383-1967

65

Lease Participant:	SUNTRUST BANK
A Percentage Lessor Investment:	By:
$25,000,000.00		Name:
		Title:
B Percentage Lessor Investment
attributable to the Non-Recourse Amount:
$0.00
B Percentage Lessor Investment
in excess of the Non-Recourse Amount:
$0.00	Applicable Funding Office and Address for
	Notices:
	SunTrust Bank
	303 Peachtree Street, NE – 3rdFloor
	Atlanta, Georgia 30308
	Attention: E. Donald Besch, Jr.
	Telecopier No.: 404-588-8833
	Telephone No. 404-575-2649

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Lease Participant:	CITIBANK, N.A.
A Percentage Lessor Investment:	By:
$25,000,000.00		Name:
		Title:
B Percentage Lessor Investment
attributable to the Non-Recourse Amount:
$0.00
B Percentage Lessor Investment
in excess of the Non-Recourse Amount:
$0.00	Applicable Funding Office and Address for
	Notices:
	Citibank, N.A.
	388 Greenwich Street
	New York, NY  10013
	Attention: Catherine Morrow
	Telecopier No.: 646-291-1723
	Telephone No. 212-816-3863

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EXHIBIT A

DESCRIPTION OF SITE

ANNEX PARCEL

Acreage situated in the SW 1/4 of the SE 1/4 and the SE 1/4 of the SW 1/4 of Section 8, Township 18 South, Range 2 West and the NW 1/4 of the NE 1/4 of Section 17, Township 18 South, Range 2 West, Jefferson County, Alabama, being more particularly described as follows:

Commence at the Northwesterly corner of Lot 10-A, Parkway Subdivision, as recorded in Map Book 88, Page 38 in the office of the Judge of Probate of Jefferson County, Alabama, said point lying on the Southwesterly Right-of-Way line of Cahaba Road (Old U.S. Highway No. 280), said point also lying on the East line of the SW 1/4 of the SE 1/4 of Section 8, Township 18 South, Range 2 West; thence run in a Southerly direction along the Westerly line of said Lot 10-A and the East line of said 1/4-1/4 section a distance of 291.49 feet to a point; thence 55º35’25” to the right in a Southwesterly direction a distance of 328.53 feet to a point; thence 87º34’08” to the right in a Northwesterly direction a distance of 2.20 feet to a point; thence 52º23’58” to the left in a Westerly direction a distance of 482.90 feet to a point; thence 83º11’36” to the left in a Southwesterly direction a distance of 16.97 feet to a point; thence 83º16’34” to the right in a Westerly direction a distance of 65.00 feet to a point; thence 90º00’44” to the left in a Southerly direction a distance of 20.26 feet to a point; thence 31º54’03” to the right in a Southwesterly direction a distance of 67.66 feet to a point; thence 90º00’ to the right in a Northwesterly direction a distance of 122.74 feet to the POINT OF BEGINNING of the parcel herein described, said point lying on the face of the newly constructed Building Annex No. 3; thence 2º18’03” to the right in a Northwesterly direction along the face of said building a distance of 39.90 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said building a distance of 5.33 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said building a distance of 254.97 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said building a distance of 21.25 feet to a point on the face of an existing Parking Deck; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 120.80 feet to a point on the face of existing Building 1; thence 90º00’ to the left in a Southwesterly direction along the face of said building a distance of 19.09 feet to a point; thence 90º00’ to the right in a Northwesterly direction along the face of said building a distance of 10.89 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said building and along the face of the newly constructed Building Annex No. 3 a distance of 57.38 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said Building Annex No. 3 a distance of 64.38 feet to a point; thence 90º00’ to the right in a Southwesterly direction along the face of said building a distance of 73.55 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said building a distance of 2.54 feet to a point; thence 90º00’ to the right in a Southwesterly direction a distance of 6.00 feet to a point; thence 90º00’ to the left in a Southeasterly direction a distance of 27.45 feet to a point; thence 90º00’ to the left in a Northeasterly direction a distance of 6.00 feet to a point on the face of the newly constructed Building Annex No. 3; thence 90º00’ to the right in a Southeasterly direction along the face of said building a distance of 281.48 feet to a point; thence 90º00’ to the

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right in a Southwesterly direction a distance of 4.30 feet to a point; thence 90º00’ to the left in a Southeasterly direction a distance of 9.17 feet to a point; thence 90º00’ to the left in a Northeasterly direction a distance of 4.30 feet to a point on the face of the newly constructed Building Annex No. 3; thence 90º00’ to the right in a Southeasterly direction along the face of said building a distance of 1.67 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said building a distance of 27.92 feet to a point; thence 90º00’ to the right in a Southeasterly direction along the face of said building a distance of 39.87 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said building a distance of 95.52 feet to the Point of Beginning.

Containing 51,664 square feet or 1.186 acres.

TOGETHER WITH, a non exclusive easement for pedestrian and vehicular ingress and egress to, upon, over and across the Protective Road, Protective Driveway and Orchid Driveway (as the same are described in the certain Reciprocal Easement Agreement by and between Orchid, L.L.C. and Protective Life Insurance Company dated as of January 19, 1996, and recorded as Instrument #9601/6971 in the Probate Office of Jefferson County, Alabama, as amended and restated by Amended and Restated Reciprocal Easement Agreement dated as of March 16, 2004, and recorded as Instrument #200405/9866, in said Probate Office),  as the same may be modified or relocated.

TOGETHER WITH, (a) a non-exclusive easement for the purpose of pedestrian and vehicular ingress and egress to, on, over and across the Common Driveway; (b) an easement along the Common Access Driveway for the drainage of storm water; and, (c) an easement along the Common Access Driveway and over the Company Tract for installing, operating, and maintaining utility facilities (as the same are described in that certain Reciprocal Easement Agreement by and between Protective Life Insurance Company and Wachovia Capital Investments, Inc. dated as of the 1st day of February, 2000, and recorded as Instrument #200004/0950, in the Probate Office of Jefferson County, Alabama, as amended by First Amendment to Reciprocal Easement Agreement dated as of September 1, 2004 and recorded as Instrument #200413/6654, in said Probate Office).

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PARKING DECK PARCEL

Acreage situated in the SW 1/4 of the SE 1/4 of Section 8, Township 18 South, Range 2 West, Jefferson County, Alabama, being more particularly described as follows:

Commence at the Northwesterly corner of Lot 10-A, Parkway Subdivision, as recorded in Map Book 88, Page 38 in the office of the Judge of Probate of Jefferson County, Alabama, said point lying on the Southwesterly Right-of-Way line of Cahaba Road (Old U.S. Highway No. 280), said point also lying on the East line of the SW 1/4 of the SE 1/4 of Section 8, Township 18 South, Range 2 West; thence run in a Southerly direction along the Westerly line of said Lot 10-A and the East line of said 1/4-1/4 section a distance of 291.49 feet to a point; thence 55º35’25” to the right in a Southwesterly direction a distance of 328.53 feet to a point; thence 87º34’08” to the right in a Northwesterly direction a distance of 2.20 feet to a point; thence 52º23’58” to the left in a Westerly direction a distance of 310.55 feet to a point; thence 90º00’ to the right in a Northerly direction a distance of 111.28 feet to a point on the face of the newly constructed parking deck, said point being the POINT OF BEGINNING of the parcel herein described; thence 34º26’54’ to the right in a Northeasterly direction along the face of said parking deck a distance of 200.87 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 3.99 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said parking deck a distance of 13.22 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 12.98 feet to a point; thence 90º00’ to the right in a Northeasterly direction along the face of said parking deck a distance of 4.00 feet to a point; thence 90º00’ to the left in a Northwesterly direction along the face of said parking deck a distance of 274.49 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said parking deck a distance of 4.06 feet to a point; thence 90º00’ to the right in a Northwesterly direction along the face of said parking deck a distance of 13.00 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said parking deck a distance of 13.02 feet to a point; thence 90º00’ to the right in a Northwesterly direction along the face of said parking deck a distance of 3.89 feet to a point; thence 90º00’ to the left in a Southwesterly direction along the face of said parking deck a distance of 200.93 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said parking deck a distance of 3.91 feet to a point; thence 90º00’ to the right in a Southwesterly direction along the face of said parking deck and its extension a distance of 16.06 feet to a point along the roof overhang line of the newly constructed pedestrian bridge; thence 90º00’ to the right in a Northwesterly direction along said roof overhang line a distance of 95.00 feet to a point on the face of the existing parking deck; thence 90º00’ to the left in a Southwesterly direction along the face of the existing parking deck a distance of 15.94 feet to a point along the roof overhang line of the newly constructed pedestrian bridge; thence 90º00’ to the left in a Southeasterly direction along said roof overhang line a distance of 107.90 feet to a point on the face of the newly constructed parking deck; thence 90º00’ to the right in a Southwesterly direction along the face of said parking deck a distance of 6.79 feet to a point; thence 90º00’ to the left in a Southeasterly direction along the face of said parking deck a distance of 28.64 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said parking deck a distance of 21.62 feet to a point; thence 90º00’ to the right in a Southeasterly direction along the face of said parking deck a distance of 245.90 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said parking

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deck a distance of 3.90 feet to a point; thence 90º00’ to the right in a Southeasterly direction along the face of said parking deck a distance of 13.02 feet to a point; thence 90º00’ to the left in a Northeasterly direction along the face of said parking deck a distance of 13.19 feet to a point; thence 90º00’ to the right in a Southeasterly direction along the face of said parking deck a distance of 3.98 feet to the Point of Beginning.

Containing 74,417 square feet or 1.708 acres.

TOGETHER WITH, a non exclusive easement for pedestrian and vehicular ingress and egress to, upon, over and across the Protective Road, Protective Driveway and Orchid Driveway (as the same are described in the certain Reciprocal Easement Agreement by and between Orchid, L.L.C. and Protective Life Insurance Company dated as of January 19, 1996, and recorded as Instrument #9601/6971 in the Probate Office of Jefferson County, Alabama, as amended and restated by Amended and Restated Reciprocal Easement Agreement dated as of March 16, 2004, and recorded as Instrument #200405/9866, in said Probate Office),  as the same may be modified or relocated.

TOGETHER WITH, (a) a non-exclusive easement for the purpose of pedestrian and vehicular ingress and egress to, on, over and across the Common Driveway; (b) an easement along the Common Access Driveway for the drainage of storm water; and, (c) an easement along the Common Access Driveway and over the Company Tract for installing, operating, and maintaining utility facilities (as the same are described in that certain Reciprocal Easement Agreement by and between Protective Life Insurance Company and Wachovia Capital Investments, Inc. dated as of the 1st day of February, 2000, and recorded as Instrument #200004/0950, in the Probate Office of Jefferson County, Alabama, as amended by First Amendment to Reciprocal Easement Agreement dated as of September 1, 2004 and recorded as Instrument #200413/6654, in said Probate Office).

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EXHIBIT B

OWNERSHIP CERTIFICATE

EFFECTIVE DATE OF OWNERSHIP CERTIFICATE:                                         ,                  

THIS OWNERSHIP CERTIFICATE WAS ISSUED PURSUANT TO SECTION 2.01(b), SECTION 3.02 OR SECTION 11.06 OF THE AMENDED AND RESTATED INVESTMENT AND PARTICIPATION AGREEMENT DATED AS OF JANUARY 11, 2007 (AS AMENDED, RESTATED OR SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INVESTMENT AGREEMENT”), AMONG PROTECTIVE LIFE INSURANCE COMPANY, AS THE COMPANY, WACHOVIA DEVELOPMENT CORPORATION, AS THE LESSOR, WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LEASE PARTICIPANTS PARTIES THERETO FROM TIME TO TIME, AND WAS ISSUED BY THE LESSOR THEREUNDER.  EACH OWNERSHIP CERTIFICATE WHICH IS ISSUED BY THE LESSOR SUPERSEDES AND REPLACES ALL PRIOR OWNERSHIP CERTIFICATES, AND REFERENCE SHOULD BE MADE TO THE BOOKS AND RECORDS OF THE LESSOR MAINTAINED WITH THE ADMINISTRATIVE AGENT AT 301 S. COLLEGE STREET, MC 0174, CHARLOTTE, NORTH CAROLINA 28288, ATTENTION:  GABRIELLE BRAVERMAN, TELEPHONE:  704-383-1967, FACSIMILE:  704-715-0065, FOR A DETERMINATION AS TO THE OWNERSHIP CERTIFICATE CURRENTLY IN EFFECT AT ANY TIME.  CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION HAVE THE MEANINGS SET FORTH IN SCHEDULE 1.02 TO THE INVESTMENT AGREEMENT.

I.              TOTAL LESSOR INVESTMENTS:  $75,000,000:

II.            A PERCENTAGE OWNERSHIP INTERESTS AND PERCENTAGE SHARES:

				Percentage of A
				Percentage Ownership
	A Percentage			Interest to all Lessor
Funding Party	Ownership Interest		A Percentage Share	Investments
Lessor
[Lease Participant]
[Lease Participant]
. . .
[Lease Participant]
TOTAL	$	[    ]	[    ]%	[    ]%

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III.           B PERCENTAGE OWNERSHIP INTERESTS AND PERCENTAGE SHARES:

			B Percentage
	B Percentage		Ownership Interest			Percentage of B
	Ownership Interest		In Excess of the			Percentage
	Attributable to the		Non-Recourse			Ownership
	Non-Recourse		Amount (and			Interest to all
	Amount (and Related		Related B		Overall B	Lessor
Funding Party	B Percentage Share)		Percentage Share)		Percentage Share	Investments
Lessor
[Lease Participant]
[Lease Participant]
. . .
[Lease Participant]
TOTAL	$	[    ]	$	[    ]	[    ]%	[    ]%

WACHOVIA DEVELOPMENT
CORPORATION, as Lessor, by WACHOVIA
BANK, NATIONAL ASSOCIATION, as
Administrative Agent
By:
	Name:
	Title:

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EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE

Dated                ,          

Reference is made to the Amended and Restated Investment and Participation Agreement, dated as of January 11, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the “Investment Agreement”) among Protective Life Insurance Company, a Tennessee corporation (the “Company”), the Lease Participants parties thereto (the “Lease Participant”), Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), and Wachovia Development Corporation, as Lessor (the “Lessor”).  Terms defined in the Investment Agreement are used herein with the same meaning.

                                                                 (the “Assignor”) and                                                                                    (the “Assignee”) agree as follows:

The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the A Percentage Ownership Interest and B Percentage Ownership Interest, as applicable, in and to all of the Assignor’s rights and obligations under the Investment Agreement as of the date hereof which represents the A Percentage Share and B Percentage Share, as applicable, specified on Schedule 1 of all outstanding rights and obligations under the Investment Agreement, including without limitation, such A Percentage Ownership Interest and B Percentage Ownership Interest, as applicable.  After giving effect to such sale and assignment, Assignor’s A Percentage Ownership Interest and B Percentage Ownership Interest will be as set forth in Section 2 of Schedule 1.

The Assignor (i) represents and warrants that it is the legal and beneficial owner of the Ownership Interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Investment Agreement or any other Operative Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Investment Agreement or any other Operative Document or other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Guarantor or the Company, or the performance or observance by the Guarantor or the Company of any of their obligations under the Investment Agreement or any other Operative Document or other instrument or document furnished pursuant thereto.

The Assignee (i) confirms that it has received a copy of the Investment Agreement and each other Operative Document, together with copies of the financial statements referred to in Section 8.01 of the Investment Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Lessor, the

74

Assignor or any other Lease Participant 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 the Investment Agreement or any other Operative Document; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Lessor as its agent to take such action as agent on its behalf and to exercise such powers under the Investment Agreement and the other Operative Documents as are delegated to the Lessor by the terms thereof, together with such powers as are reasonably incidental thereto; (v) assumes the Lease Participant Commitment of the Assignor to the extent of the Ownership Interest assigned to it pursuant hereto and agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Investment Agreement are required to be performed by it as a Lease Participant; [and] (vi) specifies as its address for notices the address set forth beneath its name on the signatures pages hereof [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Investment Agreement, or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].(1)

Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent (on Lessor’s behalf) for the consent by the Lessor and recording by the Administrative Agent.  The effective date of this Assignment and Acceptance shall be the date of consent hereto by the Lessor, unless otherwise specified on Schedule 1 hereto (the “Effective Date”).  If the Lessor refuses to consent to this Assignment and Acceptance (which it has the right to do, in its sole discretion), this Assignment and Acceptance shall be null and void.

Upon such consent hereto and recording by the Lessor, as of the Effective Date, (i) the Assignee shall be a party to the Investment Agreement as an A Percentage Lease Participant and/or B Percentage Lease Participant, as applicable, and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of an A Percentage Lease Participant and/or B Percentage Lease Participant thereunder and under the other Operative Documents, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and obligations and be released from its Ownership Interests under the Investment Agreement and the other Operative Documents.

Upon such consent and recording by the Lessor, from and after the Effective Date, the Lessor (or the Administrative Agent on behalf of the Lessor) shall make all payments under the Investment Agreement in respect of the Ownership Interest assigned hereby (including, without limitation, all payments of Rent, principal and Yield with respect thereto) to the Assignee.  The Assignor and Assignee shall make all appropriate adjustments in payments under the Investment Agreement for periods prior to the Effective Date directly between themselves.

(1) If the Assignee is organized under the laws of a jurisdiction outside the United States.

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THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

Assignor:
	By:
		Name:
		Title:
Assignee:
	By:
		Name:
		Title:
Consented to:
Wachovia Development Corporation, as Lessor
By:
Title:
Protective Life Insurance Company, as the Company
[If required by Investment Agreement]
By:
Title:

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Schedule 1
to
Assignment and Acceptance
Dated                       ,         

Section 1.
A Percentage Share assigned to Assignee:	[	]%
Overall B Percentage Share assigned
to Assignee:	[	]%
Aggregate Outstanding Principal Amount
of A Percentage Lessor Investments
assigned to Assignee:	$[		]
Aggregate Outstanding Principal Amount
of B Percentage Lessor Investments
assigned to Assignee:	$[		]
Section 2.
A Percentage Share retained by Assignor:	[	]%
Overall B Percentage Share retained
by Assignor:	[	]%
Aggregate Outstanding Principal Amount
of A Percentage Lessor Investments
retained by Assignor:	$[		]
Aggregate Outstanding Principal Amount
of B Percentage Lessor Investments
Attributable to the Non-Recourse Amount
retained by Assignor:	$[		]
Aggregate Outstanding Principal Amount
of B Percentage Lessor Investments
In Excess of the Non-Recourse Amount
retained by Assignor:	$[		]
Section 3*.
Effective Date:	[		], 200[   ]

* This date should be no earlier than the date of consent by the Lessor.

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EXHIBIT D

FORM OF LEGAL OPINION OF COUNSEL

TO THE COMPANY AND THE GUARANTOR

[PREPARED SEPARATELY]

78

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

Reference is made to the Amended and Restated Investment and Participation Agreement dated as of January 11, 2007 (as amended, restated, supplemented, or otherwise modified from time to time, the “Investment Agreement”) by and among Protective Life Insurance Company, as the Company, the Lease Participants from time to time parties thereto, Wachovia Bank, National Association, as Administrative Agent, and Wachovia Development Corporation, as Lessor.  Capitalized terms used herein shall have the meanings ascribed thereto in the Investment Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication.

Pursuant to Section 8.01(iii) of the Investment Agreement,                         , the duly authorized                      of the Guarantor, hereby (i) certifies to the Lessor and the Lease Participants that the information contained in Schedule 1 attached hereto is true, accurate and complete as of                ,        , and that, to the best of our knowledge, no Default is in existence on and as of the date hereof, (ii) restates and reaffirms that the representations and warranties contained in Article VII of the Investment Agreement are true on and as of the date hereof as though restated on and as of this date (except to the extent any such representation or warranty is expressly made as of a prior date) and (iii) certifies that the Debt Rating as of the date of this Compliance Certificate [has not changed from the prior Performance Pricing Determination Date] [has changed to           by Moody’s and         by S&P and the Applicable Margin in effect as a result thereof is      %] .

PROTECTIVE LIFE CORPORATION,
a Delaware corporation
By:
	Its:

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SCHEDULE I TO COMPLIANCE CERTIFICATE

Schedule of Compliance as of                         
with provisions of 8.04, 8.19, 8.24, 8.25, 8.26 and 8.27 of the Agreement

1.	Section 8.04 – Sales of Assets
	A.	Aggregate amount of assets sold during fiscal quarter just ended
	B.	Aggregate amount of assets sold during 3 prior fiscal quarters
	C.	Sum of A and B
	D.	Consolidated Total Assets
	E.	15% of D
		Limitation: C may not exceed E
	Complies		Does Not Comply
2.	Section 8.19 – Liens on Properties other than the Facility
	A.	Amount secured by Liens not permitted by items (a) through (l) of clause (ii) of the definition of Permitted Liens
	B.	Adjusted Consolidated Net Worth (from line C of Paragraph 3 below)
	C.	15% of B
		Limitation: A may not exceed C
	Complies			Does Not Comply

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3.	Section 8.24 - Adjusted Consolidated Net Worth
	A.	Consolidated Net Worth
	B.	Adjustments, if any, for unrealized net gains and losses on assets held for sale pursuant to SFAS No. 115 and other accumulated comprehensive income pursuant to SFAS No. 133
	C.	Adjusted Consolidated Net Worth (A excluding B)
	D.	$1,400,000,000		$	1,400,000,000
	E.	Cumulative Consolidated Net Income earned after December 31, 2003 (if positive)
	F.	25% of E
	G.	Consolidated allowance for uncollectible amounts on investments
	H.	D plus F minus G
	I.	C minus H
		(Must be greater than or equal to 0)
	Complies		Does Not Comply
4.	Section 8.25 - Ratio of Adjusted Consolidated Indebtedness to Consolidated Capitalization
	A.	Consolidated Indebtedness
		1.Borrowed money, obligations secured by liens and obligations evidenced by notes acceptances, and other instruments
		2.Deferred purchase of property or services

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		3.     Capitalized Lease Obligations
		4.     Synthetic Lease Obligations
		5.     Letters of Credit
		6.     Guaranteed Obligations
	B.	Short-Term Indebtedness for advance fundings of guaranteed investment contracts, annuities and other similar insurance and investment products
	C.	Adjusted Consolidated Indebtedness (A minus B)
	D.	Consolidated Capitalization
		1.     Adjusted Consolidated Net Worth
		2.     Adjusted Consolidated Indebtedness
		3.     Sum of D.1 and D.2
	E.	Ratio of C to D.3			: 1.0
	F.	Permitted Ratio			Less than
					0.40 : 1.00
	Complies			Does Not Comply
5.	Section 8.26 - Ratio of Unconsolidated Cash Inflow Available for Interest Expense to Adjusted Consolidated Interest Expense
	A.	Unconsolidated Cash Inflow Available for Interest Expense (for most recent fiscal quarter)
		1.	Interest and principal received by Guarantor from Subsidiaries during quarter
			i. Interest

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		ii. Principal
	2.	Gross management fees received by Guarantor from Subsidiaries during quarter
	3.	Guarantor’s operating and administrative expenses during quarter (excluding interest expense)
	4.	Net management fees received by Guarantor from Subsidiaries during quarter (2 minus 3)
	5.	Dividends available to be distributed by Subsidiaries to Guarantor during this year (see attached Exhibit A)
	6.	A.5 divided by 4
	7.	Other income (investment income - $             Miscellaneous - $
	8.	Sum of A.1, A.4, A.6 and A.7
B.	Consolidated Interest Expense
C.	Interest on Short-Term Indebtedness for advance fundings of guaranteed investment contracts, annuities and other similar insurance and investment products
D.	Adjusted Consolidated Interest Expense (B minus C)
E.	Ratio of A.8 to D			: 1.0
F.	Permitted Ratio			Greater than 2.00 : 1.00
Complies			Does Not Comply

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6.	Section 8.27 - Company’s Total Adjusted Capital
	A.	Company’s Total Adjusted Capital (See attached Exhibit B)
	B.	Company’s Authorized Control Level Risk-Based Capital
	C.	4.0 times B
	D.	A minus C (must be greater than or equal to 0)
	Complies		Does Not Comply

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EXHIBIT A

		[Quarter end date]
Dividends Available to be Distributed
Protective Life Insurance Company
Prior Year Stat Net Gain from Operations	$
Prior Year End 10% of Policyholder Surplus	$
Greater of Above	$
Year-to-Date Dividends Actually Distributed
Protective Life Insurance Company	$
Protective Life and Annuity Insurance Company	$
Investment Distributors Advisory Services, Inc.	$
National Health Care Systems, Inc.	$
United Dental Care Inc.	$

85

EXHIBIT B

[VERIFY LIST OF COMPANIES]

		[Quarter end date]
Total Adjusted Capital
Protective Life Insurance Company
Capital and Surplus	$
Asset Valuation Reserve
American Foundation Life Insurance Company
Capital and Surplus
Asset Valuation Reserve
Empire General Life Assurance Corporation
Capital and Surplus
Asset Valuation Reserve
Wisconsin National Life Insurance Company
Capital and Surplus
Asset Valuation Reserve
Protective Life Insurance Company of Kentucky
Capital and Surplus
Asset Valuation Reserve
Capital Investors Life Insurance Company
Capital and Surplus
Asset Valuation Reserve
Western Diversified
Capital and Surplus
Asset Valuation Reserve

86

West Coast Life Insurance Company
Capital and Surplus
Asset Valuation Reserve
Protective Life Insurance Co of Ohio
Capital and Surplus
Asset Valuation Reserve
Eliminate life subsidiary capital included in Company capital	$

87

EXHIBIT F

FORM OF AMENDED AND RESTATED GUARANTY

[DELIVERED SEPARATELY]

88

EXHIBIT G

FORM OF LESSOR CONFIRMATION LETTER

[DELIVERED SEPARATELY]

89

SCHEDULE 1.02

Defined Terms

The following terms shall have the following meanings when used in the “Investment Agreement”, the “Lease”, the “Guaranty,” and all other “Operative Documents” (all terms defined in the singular to have the same meanings when used in the plural and vice versa):

“A Percentage Lease Participant”:  any Person who is listed on the signature pages of the Investment Agreement as having an A Percentage Lessor Investment greater than $0.00, or who from time to time becomes an A Percentage Lease Participant pursuant to an Assignment and Acceptance by accepting assignment of an A Percentage Lessor Investment greater than $0.00; collectively, the “A Percentage Lease Participants.”

“A Percentage Lessor Investments”: as of the Restatement Closing Date, that portion of the Lessor Investments in an amount equal to 66.66667% of the Facility Cost, as such amount may be reduced from time to time by payments of principal attributable to the A Percentage Lessor Investments.

“A Percentage Ownership Interest”:  an undivided ownership interest, in an amount equal to a given A Percentage Lease Participant’s A Percentage Share, in the Lessor’s rights in the A Percentage Lessor Investments, and in all rights to payments of Rent, Yield, Supplemental Rent (except fees payable pursuant to Section 2.04(c) of the Investment Agreement) and other amounts payable with respect thereto under the Agreement, the Lease and the other Operative Documents, and with reference to the Lessor and each A Percentage Lease Participant, its Ownership Interest in the A Percentage Lessor Investments, and such rights to payment, after giving effect to the sale by the Lessor to, and the purchase by such A Percentage Lease Participant of, an A Percentage Ownership Interest pursuant to Section 2.01(b), or to the assignment by an A Percentage Lease Participant pursuant to an Assignment and Acceptance, in each case as set forth in the most recent Ownership Certificate.  The title of the Lessor in and to the Facility shall be held in trust by the Lessor for the A Percentage Lease Participants, to the extent of their respective A Percentage Ownership Interests, subject to the Lease, and in the event the Facility is sold (either to the Lessee or a third party, pursuant to Section 15 of the Lease or upon the exercise by the Lessor of rights and remedies pursuant to Section 26 of the Lease), the net sale proceeds thereof also shall be held in trust by the Lessor for the A Percentage Lease Participants, to the extent of their respective A Percentage Ownership Interests.

“A Percentage Share”:  for Lessor and each A Percentage Lease Participant, the percentage which its A Percentage Ownership Interest bears to all of the A Percentage Ownership Interests.

“A Percentage Yield”:  all Yield accruing from time to time with respect to the A Percentage Lessor Investments.

“Adjusted Consolidated Indebtedness”: (i) Consolidated Indebtedness, less (ii) Short-Term Indebtedness for advance fundings of guaranteed investment contracts, annuities and other similar insurance and investment products.

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“Adjusted Consolidated Interest Expense”: for any period of calculation, (i) Consolidated Interest Expense, less (ii) interest on Short-Term Indebtedness for advance fundings of guaranteed investment contracts, annuities and other similar insurance and investment products.

“Adjusted Consolidated Net Worth”: at any date of determination, Consolidated Net Worth excluding all unrealized net losses and gains on assets held for sale pursuant to SFAS 115 and other accumulated comprehensive income pursuant to SFAS No. 133, to the extent such unrealized net losses and gains have been taken into account in determining Consolidated Net Worth.

“Adjusted LIBO Rate”:  with respect to any Yield Period, a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable LIBO Rate for such Yield Period by (ii) 1.00 minus the Eurodollar Reserve Percentage.

“Administrative Agent”:  Wachovia Bank, National Association, together with its successors and assigns.

“Administrative Supplemental Rent”: as defined in Section 2.04(c) of the Investment Agreement.

“Affiliate”:  with respect to the Guarantor or the Company, as the case may be, (i) any Person that, directly or indirectly, through one or more intermediaries, controls the Guarantor or the Company, as the case may be (a “Controlling Person”), (ii) any Person (other than the Guarantor, the Company or another Subsidiary) which is controlled by or is under common control with a Controlling Person, or (iii) any Person (other than a Subsidiary) of which the Guarantor owns, directly or indirectly, 10% or more of the common stock or equivalent equity interests.  As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Annual Statement”: the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation, which statement shall be in the form required by such Insurance Subsidiary’s jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements recommended by the NAIC to be used for filing annual statutory financial statements and shall contain the type of information recommended by the NAIC to be disclosed therein, together with all exhibits or schedules filed therewith.

“Anti-Terrorism Law”:  the USA Patriot Act or any other statute, regulation, executive order, or other law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended from time to time.

“Applicable Funding Office”:  for each Funding Party, the funding office of such Funding Party (or an affiliate of such Funding Party) designated for any Lessor Investments or Lease Participant Investments on the signature pages of the Investment Agreement (or in an Assignment and Acceptance executed by a Lease Participant pursuant to Section 11.06 of the

91

Investment Agreement) or such other offices of such Funding Party (or of an affiliate of such Funding Party) as such Funding Party may from time to time specify to the Administrative Agent on behalf of Lessor (if Lessor is not such Funding Party) and the Company as the office by which its Lessor Investments or Lease Participant Investments, as applicable, are to be made and maintained.

“Applicable Margin”:  with respect to the Lessor Investments and Lease Participant Investments, as applicable, the applicable rate per annum determined in accordance with the Pricing Schedule.

“Applicable Permit”:  any Permit that is or may be necessary to own, renovate, construct, install, start-up, test, maintain, modify, expand, remove, operate, lease or use all or any part of the Facility (including, without limitation, the Site or any business conducted on or related to the Facility or the Site) in accordance with the Operative Documents, and the failure to obtain or maintain which would have a Material Adverse Effect.

“Approved Appraisal”:  any appraisal, ordered by the Lessor, but at the Company’s cost, from an appraiser or appraisers reasonably acceptable to the Lessor, Arranger (with respect to the Approved Appraisal required for the Restatement Closing Date), and the Agent, which: (i) complies with Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, 12 U.S.C. 3331, et seq., and The Regulations and Statements of General Policy on Appraisals promulgated by the Federal Deposit Insurance Corporation, 12 C.F.R. Part 32, as amended, (ii) is performed by a state-certified real estate appraiser certified under the laws of any State, (iii) reflects the Market Value of the Facility, and (iv) estimates the Market Value of the Facility as of the expiration of the Basic Term.

“Arranger’s Supplemental Rent”: as defined in Section 2.04(c) of the Investment Agreement.

“Assignment and Acceptance”:  an Assignment and Acceptance, in the form of Exhibit C to the Investment Agreement entered into by a Lease Participant and an Eligible Assignee.

“Authorized Officers”:  with respect to the Guarantor or the Company, the officers whose signatures and incumbency shall have been certified to the Lessor in a certificate certified by the Secretary or an Assistant Secretary of the Guarantor or the Company, as applicable,  in form and substance reasonably satisfactory to the Lessor that are authorized to sign the Lease and the other Operative Documents to which the Company is a party and, until replaced by another Authorized Officer duly authorized for that purpose, to act as its respective representative for the purposes of signing documents and giving notices and other communications in connection with the Lease and the Operative Documents to which it is a party.

“B Percentage Lease Participant”:  any Person who is listed on the signature pages to the Investment Agreement as having a B Percentage Lessor Investment greater than $0.00, or who from time to time becomes a B Percentage Lease Participant pursuant to an

92

Assignment and Acceptance by accepting a B Percentage Lessor Investment greater than $0.00; collectively, the “B Percentage Lease Participants.”

“B Percentage Lessor Investments”:  as of the Restatement Closing Date, that portion of the Lessor Investments in an amount equal to 33.33333% of the Facility Cost, as such amount may be reduced from time to time by payments of principal attributable to the B Percentage Lessor Investments.  As of the Restatement Closing Date, the B Percentage Lessor Investments shall include all of the Non-Recourse Amount; provided, however, that a portion of the B Percentage Lessor Investments may be in excess of the Non-Recourse Amount.

“B Percentage Ownership Interest”:  an undivided ownership interest, in an amount equal to a given B Percentage Lease Participant’s B Percentage Share, in the Lessor’s rights in the B Percentage Lessor Investments, and in all rights to payments of Rent, Yield, Supplement Rent (except fees payable pursuant to Section 2.04(c) of the Investment Agreement) and other amounts payable with respect thereto under the Agreement, the Lease and the other Operative Documents, and with reference to the Lessor and each B Percentage Lease Participant, its Ownership Interest in the B Percentage Lessor Investments, and such rights to payment, after giving effect to the sale by the Lessor to, and the purchase by such B Percentage Lease Participant of, a B Percentage Ownership Interest pursuant to Section 2.01(b), or to the assignment by a B Percentage Lease Participant pursuant to an Assignment and Acceptance, in each case as set forth in the most recent Ownership Certificate.  The title of the Lessor in and to the Facility shall be held in trust by the Lessor for the B Percentage Lease Participants, to the extent of their respective B Percentage Ownership Interests, subject to the Lease, and in the event the Facility is sold (either to the Lessee or a third party, pursuant to Section 15 of the Lease or upon the exercise by the Lessor of rights and remedies pursuant to Section 26 of the Lease), the net sale proceeds thereof also shall be held in trust by the Lessor for the B Percentage Lease Participants, to the extent of their respective B Percentage Ownership Interests.

“B Percentage Share”:  as to Lessor or any given B Percentage Lease Participant and based on the context in which such term is used:

(i)            the percentage by which such Person’s B Percentage Lessor Investments in excess of the Non-Recourse Amount bear to all other B Percentage Lessor Investments in excess of the Non-Recourse Amount (with this subclause (i) being applicable in all instances where the allocation of rights or interests among the various B Percentage Lease Participants corresponds to that portion of the B Percentage Lessor Investments in excess of the Non-Recourse Amount);

(ii)           the percentage by which such Person’s B Percentage Lessor Investments attributable to the Non-Recourse Amount bear to all other B Percentage Lessor Investments attributable to the Non-Recourse Amount (with this subclause (ii) being applicable in all instances where the allocation of rights or interests among the various B Percentage Lease Participants corresponds to that portion of the B Percentage Lessor Investments attributable to the Non-Recourse Amount); and

(iii)          the percentage by which such Person’s B Percentage Lessor Investments bear to all B Percentage Lessor Investments (with this subclause (iii) being applicable in all

93

instances where the allocation of rights or interests among the various B Percentage Lease Participants does not correspond to any portion of the applicable B Percentage Lessor Investments being attributable to, or in excess of, the Non-Recourse Amount).

“B Percentage Yield”:  all Yield accruing from time to time with respect to the B Percentage Lessor Investments.

“Banking Authority”:  as defined in Section 5.02 of the Investment Agreement.

“Base Rate”:  for any day, the rate per annum equal to the higher as of such day of (i) the Prime Rate, and (ii) one-half of one percent above the Federal Funds Rate.  For purposes of determining the Base Rate for any day, changes in the Prime Rate shall be effective on the date of each such change.

“Basic Rent”:  with respect to any Rental Period during the Basic Term, for each day during such Rental Period (whether or not a Business Day), the amount of all Yield (excluding Yield on Supplemental Rent payable pursuant to Section 2.04) accruing for such day pursuant to and in accordance with the Investment Agreement.

“Basic Term”:  with respect to the Lease, and subject to the terms and conditions set forth therein and in the other Operative Documents, the period commencing on the Lease Commencement Date and ending on the earlier to occur of (i) the Option Date, (ii) the Cancellation Date, or (iii) the Scheduled Lease Termination Date.

“Blocked Person”:  as defined in Section 7.01(t)(ii) of the Investment Agreement.

“Business Day”:  (i) for all purposes other than as set forth in clause (ii) below, any day except Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina, or Birmingham, Alabama, are authorized or required by law or other government action to close, and (ii) with respect to all notices and determinations in connection with, and payments of principal of and interest on, the Lessor Investments, and notices and determinations in connection with and payments of Basic Rent, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in the London interbank eurodollar market.

“Cancellation Date”:  as defined in Section 15(b) of the Lease.

“Cancellation Event”:  as defined in Section 15(b) of the Lease, and shall include a Loss Event.

“Capitalized Lease Obligations”:  of a Person means the amount of the obligations of such Person under leases that would be shown as a liability on a balance sheet such Person prepared in accordance with GAAP, including obligations under the Lease.

“Capital Stock”:  any nonredeemable capital stock, membership interests or partnership interests of the Guarantor or any Consolidated Subsidiary (to the extent issued to a Person other than the Guarantor), whether common or preferred.

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“Casualty Occurrence”:  any of the following events in respect of the Facility, (i) any material loss of the Facility or material loss of use thereof which does not constitute a Loss Event, or (ii) the condemnation, confiscation or seizure of, or requisition of title to or use of, any material part of the Facility which action does not constitute a Loss Event.

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

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

“Change of Control”: the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 35% or more of the outstanding shares of voting stock of the Guarantor.

“Change of Law”:  as defined in Section 5.02 of the Investment Agreement.

“Code”:  the Internal Revenue Code of 1986, as amended, and any successor Federal tax code.

“Collateral”:  as defined in Section 26 of the Lease.

“Co-Lessee”:  as defined in Section 21(b) of the Lease.

“Company”:  Protective Life Insurance Company, a Tennessee corporation, and its successors, and such term shall refer to it, as the context shall require, as (i) the Company hereunder, or (ii) as the Lessee under the Lease.

“Company Agents”:  as defined in Section 11.03(b) of the Investment Agreement.

“Compliance Certificate:  as defined in Section 8.01(iii) of the Investment Agreement.

“Consolidated Capitalization”:  at any date of determination, the sum of (i) Adjusted Consolidated Net Worth as at such date plus (ii) Adjusted Consolidated Indebtedness as at such time.

“Consolidated Indebtedness”:  the Indebtedness of the Guarantor and the Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense”:  for any period of calculation, interest expense, whether paid or accrued, of the Guarantor and the Subsidiaries calculated on a consolidated basis in accordance with GAAP.

Consolidated Net Income”:  for any period of calculation, the net income of the Guarantor and the Subsidiaries calculated on a consolidated basis in accordance with GAAP.

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“Consolidated Net Worth”:  at any date of determination, the amount of consolidated common shareholders’ equity of the Guarantor and the Subsidiaries, determined as at such date in accordance with GAAP (or SAP, with respect to the Insurance Subsidiaries).

“Consolidated Subsidiary”:  a Subsidiary, the accounts of which are customarily consolidated with those of the Guarantor, for the purpose of reporting to stockholders of the Guarantor, or to the Lessor and each of the Lease Participants, or, in the case of a recently acquired Subsidiary, the accounts of which would, in accordance with the Guarantor’s regular practice, be so consolidated for that purpose.

“Consolidated Total Assets”:  at any time, the total assets of the Guarantor and the Consolidated Subsidiaries, determined on a consolidated basis, as set forth or reflected on the most recent consolidated balance sheet of the Guarantor and the Consolidated Subsidiaries, prepared in accordance with GAAP and delivered to the Lessor and the Lease Participants pursuant to Section 8.01(i) or (ii) of the Investment Agreement.

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

“Construction Term”:  the “Construction Term” as defined in the Original Investment Agreement.

“Debt Rating”:  at any time whichever is the higher of the rating of the Guarantor’s senior unsecured, unenhanced debt (or, if no such debt exists, its issuer credit rating for debt of such type) by Moody’s or S&P (provided, that in the event of a double or greater split rating, the rating immediately above the lowest rating shall apply), or if only one of them rates the Guarantor’s senior unsecured, unenhanced debt, such rating.

“Default”:  any condition or event that constitutes an Event of Default or that with the giving of notice or the lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate”:  with respect to any Lessor Investments, Rent or any other amount payable under any Operative Document, on any day, the sum of 2% plus the Adjusted LIBO Rate.

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

“Eligible Assignee”:  with respect to any particular assignment under Section 11.06 of the Investment Agreement, any bank or other financial institution consented to by the Company and the Lessor if such bank or other financial institution is not already a Lease Participant or an affiliate of a Lease Participant; provided that (i) the Lessor’s consent may be granted or withheld in its sole and absolute discretion, and (ii) the Company’s consent shall not be unreasonably withheld and, provided, further, that such consent of the Company shall not be required if a Default or Event of Default is in existence.

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“Eligible Lessor” shall mean a Person (a) of which another Person (the “Lessor Parent”) has voting control of, which voting control is represented by a majority of the outstanding voting equity interests (the “Majority Equity Interest”), held by the Lessor Parent (b) that has a legal form that allows holders of the Majority Equity Interests to make decisions and manage such Person’s activities; (c) that believes that its level of net worth is sufficient to allow it to finance its activities; (d) that has the Majority Equity Interests which are the first interest subject to loss if such Person’s assets are not sufficient to meet its obligations; (e) that did not receive assets that are beneficial interests in a special purpose entity in exchange for the issuance of the Majority Equity Interests; (f) that did not receive funds in exchange for the Majority Equity Interests from any of the Lease Participants, other than the Lessor Parent or its Affiliates; and (g) that holds title to real estate or equipment assets with a fair market value equal to or in excess of $250,000,000.

“Environmental Assessment”:  collectively, a phase 1 report conducted by an independent engineering firm reasonably acceptable to the Lessor in scope and substance satisfactory to the Lessor, and in any event satisfying the minimum standards set forth in ASTME 1527-05 (and, if recommended in or indicated by the phase 1 report, a phase 2, environmental soil test or other environmental report or reports), reflecting compliance of the Facility in all material respects with all applicable Environmental Requirements.

“Environmental Authority”:  any foreign, federal, state, local or regional Governmental Authority that exercises any form of jurisdiction or authority under any Environmental Requirement.

“Environmental Authorizations”:  all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Guarantor, the Company or any other Subsidiary, or for the uses and activities of, on or relating to the Facility, required by any Environmental Requirement.

“Environmental Damages”:  any and all claims, losses, costs, damages, penalties and expenses which are incurred at any prior or subsequent time as a result of the existence or release of Hazardous Materials upon, about or beneath the Facility or migrating or threatening to migrate to or from the Facility, or the existence of a violation of Environmental Requirements pertaining to the Facility, regardless of whether the existence of such Hazardous Materials or the violation of Environmental Requirements arose prior to the present ownership or operation of the Facility.

“Environmental Judgments and Orders”:  all Judgments, arising from or in any way associated with any Environmental Requirements, whether or not entered upon consent or written agreements with an Environmental Authority or other entity arising from or in any way associated with any Environmental Requirement, whether or not incorporated in a Judgment.

“Environmental Liabilities”:  any liabilities or Liens, whether accrued, contingent or otherwise, arising from and in any way associated with any Environmental Requirements.

“Environmental Notices”:  written notice from any Environmental Authority or by any other Person, of possible or alleged noncompliance with or liability under any

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Environmental Requirement, including without limitation any complaints, citations, demands or requests from any Environmental Authority or from any other person or entity for correction of any violation of any Environmental Requirement or any investigations concerning any violation of any Environmental Requirement.

“Environmental Proceedings”:  any judicial or administrative proceedings arising from or in any way associated with any Environmental Requirement.

“Environmental Release”:  any actual or threatened release defined in CERCLA or under any state or local environmental law or regulation.

“Environmental Requirements”:  any statue, rule, regulation, ordinance, permit, license administration or judicial decision or order (whether by consent or otherwise) or the requirement of law with respect to: (i) the protection of human health and/or the environment; (ii) the existence, handling, use, generation, treatment, storage, packaging, labeling, removal or Environmental Release of Hazardous Materials on, under, about and/or from any real property, including the Facility; and (iii) the effects on the environment of any activity now, previously, or hereinafter conducted on any real property, including the Facility.  The Environmental Requirements shall include, but not be limited to, the following:  CERCLA; the Superfund Amendments and Reauthorization Act, Public Law 99-499, 100 Stat. 1613; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251, et seq.; the Clean Air Act, 42 U.S.C. §§ 7401, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§ 651, et seq.; the Emergency Planning and Community Right-To-Know Act of 1986, 42 U.S.C. §§ 11001, et seq.; the state and local analogies thereto, all as amended or superseded from time to time; and any common-law doctrine, including but not limited to, negligence, nuisance, strict liability, trespass, personal injury, or property damage related to or arising out of the presence, Environmental Release or exposure to a Hazardous Material; and all federal, state and local ordinances, regulations, orders, writs and decrees.

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

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

“Eurodollar Reserve Percentage”:  for any day the percentage (expressed as a decimal) that is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in respect of Eurocurrency Liabilities (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on loans made at the LIBO Rate is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Funding Party to United States residents).  The Adjusted LIBO Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

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“Event of Default”:  each of the each of the events or circumstances defined as an “Event of Default” in Section 9.01 of the Investment Agreement.

“Facility”:  the collective reference to (i) the Lessor’s leasehold interest in the Site, (ii) the Improvements, and (iii) all plans, specifications, warranties and related rights and operating, maintenance and repair manuals related thereto and all replacements of any of the above.

“Facility Cost”:  $75,000,000.

“Facility Plan”:  the architectural and engineering plans and specifications for the Facility and list of Facility Plan documents furnished to the Lessor pursuant to Section 6.01(f) of the Original Investment Agreement, as the same may have been duly amended, restated, supplemented or otherwise modified from time to time prior to the Restatement Closing Date.

“Federal Funds Rate”:  for any day, the rate per annum (rounded upward, if necessary, to the next higher 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (ii) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the Lessor on such day on such transactions, as determined by the Lessor.

“Final Rent Payment”:  an amount equal to the sum of (i) the aggregate amount of the Unrecovered Lessor Investments attributable to the A Percentage Lessor Investments, plus (ii) the aggregate amount of the Unrecovered Lessor Investments attributable to that portion of the B Percentage Lessor Investments which are in excess of the Non-Recourse Amount, plus (iii) all accrued, unpaid Supplemental Rent through the end of the Lease Term, plus (iv) all accrued, unpaid A Percentage Yield through the end of the Lease Term, plus (v) all accrued and unpaid B Percentage Yield through the end of the Lease Term, plus (vi) other amounts owing by the Company under the Operative Documents (other than the Unrecovered Lessor Investments attributable to that portion of the B Percentage Lessor Investments which are attributable to the Non-Recourse Amount).

“Fiscal Quarter”:  any fiscal quarter of the Guarantor or the Company, as the case may be.

“Fiscal Year”:  any fiscal year of the Guarantor or the Company, as the case may be.

“Funded Amount”:  the aggregate amount of the A Percentage Lessor Investments, the B Percentage Lessor Investments, Yield thereon, Supplemental Rent pursuant to Section 2.04, expenses and indemnities owing or to be owing to the Lessor and the Lease Participants, and (without duplication) all other amounts owing by the Company to the Lessor or the Lease Participants pursuant to the Investment Agreement or any other Operative Document.

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“Funding Party”:  Any one, or more, or all, as the context shall require, of the Lessor and the Lease Participants collectively, the “Funding Parties”.

“GAAP”:  generally accepted accounting principles in the United States of America applied on a basis consistent with those which, in accordance with Section 1.03 of the Investment Agreement, are to be used in making the calculations for purposes of determining compliance by the Guarantor with the provisions of the Operative Documents applicable thereto.

“Governmental Authority”:  to include the country, state, county, city and political subdivisions in which any Person or any such Person’s property is located or that exercises valid jurisdiction over any such Person or any such Person’s property, and any court, agency, department, commission, board, bureau or instrumentality of any of them including monetary authorities that exercise valid jurisdiction over any such Person or any such Person’s property.  Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Guarantor, the Company, the Site, the Facility, the Lessor, any Lease Participant, any Applicable Funding Office or any Operative Document.

“Governmental Requirement”:  any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, writ, order, injunction, franchise, permit, certificate, license, authorization or other direction or requirement (whether or not having the force of law), including, without limitation, Environmental Requirements, and occupational, safety and health standards or controls, of any Governmental Authority.

“Ground Lease”:  that certain Amended and Restated Ground Lease dated as of the Restatement Closing Date by and between the Company, as lessor, and Lessor, as lessee, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Guaranteed Obligations”:  of a Person, without limitation, such Person’s guaranties, endorsements, assumptions and other contingent obligations with respect to, or to purchase or to otherwise pay or acquire, Indebtedness of others.

“Guarantor”:  Protective Life Corporation, a Delaware corporation, and its successors.

“Guaranty”:  the Guaranty, in the form of Exhibit F, of even date with the Investment Agreement, from the Guarantor to the Lessor for the benefit of the Lessor and the Lease Participants, pursuant to which the Guarantor, as primary obligor, guarantees and is liable for all of the Company’s obligations under all Operative Documents, as amended, supplemented or otherwise modified from time to time.

“Hazardous Materials”:  to include, without limitation, (i) solid or hazardous waste, as defined in the Resource Conservation and Recovery Act of 1980, 42 U.S.C. § 6901 et seq., and its implementing regulations and amendments, or in any applicable state or local law or regulation, (ii) “hazardous substance”, “pollutant”, or “contaminant” as defined in CERCLA, or in any applicable federal, state or local law or regulation, (iii) gasoline, or any other petroleum product or by-product, including crude oil or any fraction thereof, (iv) insecticides, fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in

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any applicable federal, state or local law or regulation, as each such Act, statute or regulation may be amended from time to time, or (v) any toxic or hazardous materials, wastes, polychlorinated biphenyls (“PCBs”), lead-containing materials, asbestos or asbestos-containing materials, urea formaldehyde, radioactive materials, pesticides, the discharge of sewage or effluent, or any other materials or substances defined as or included in the definition of “hazardous materials,” “hazardous waste,” “contaminants” or similar terms under any Environmental Requirement.

“Highest Lawful Rate”:  with respect to each Funding Party, the maximum non-usurious Yield that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Lessor Investments and the Lease Participant Investments or on other amounts owing hereunder under laws applicable to such Funding Party which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious Yield rate than applicable laws now allow.

“Impositions”:  without duplication, as to any Person, (i) all Taxes, assessments, levies, fees, water and sewer rents and charges, inspection fees and other authorization fees and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of every character (including all penalties and interest thereon) that, at any time prior or subsequent to the Restatement Closing Date, are imposed or levied upon or assessed against or may be or constitute a Lien upon such Person or such Person’s Property, or that arise in respect of the ownership, operation, occupancy, possession, use, non-use, condition, leasing or subleasing of such Person’s Property; (ii) all charges, levies, fees, rents or assessments for or in respect of utilities, communications and other services rendered or used on or about such Person’s Property; (iii) payments required in lieu of any of the foregoing; but excluding any penalties or fines imposed on any Funding Party for violation by it of any banking laws or securities law; and (iv) any and all taxes, recording fees and other charges (including penalties and interest) relating to or arising out of the execution, delivery or recording of any of the Operative Documents for the amounts evidenced, secured or referred to be paid thereby, including without limitation, documentary stamp taxes, intangible taxes, recording fees and sales and rent taxes.

“Improvements”:  collectively, the building and parking deck and related enhancements and improvements, including furniture, fixtures and equipment constructed or installed on the Site in accordance with the Facility Plan, together with all accessions thereto and replacements thereof, and together with all accessories, equipment, parts and devices thereto, and all fixtures now or hereafter included in or attached to the Site, the building and such enhancements and improvements and modifications, but excluding the Site.

“Indebtedness”:  of a Person means, without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations evidenced by notes, acceptances or other similar debt instruments, (v) Capitalized Lease Obligations, (vi) obligations for reimbursement of drafts drawn or

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available to be drawn under letters of credit, (vii) Synthetic Lease Obligations and (viii) Guaranteed Obligations.  It is understood and agreed, for the avoidance of doubt, that 9a) annuities, guaranteed investment contracts, funding agreements and similar instruments and agreements, (b) obligations (including without limitation trust obligations) under reinsurance, coinsurance, modified coinsurance agreements or similar agreements and related trust agreements, and (c) insurance products created or entered into in the normal course of business shall not constitute “Indebtedness.”  Notwithstanding the foregoing, Indebtedness shall not include:  (1) the following obligations issued in connection with the funding of statutory reserves with respect to which the Borrowers have no obligation to repay:  (A) surplus notes or other obligations of Subsidiaries of the Borrowers (“Capital Market Notes”), (B) any securities backed by such Capital Market Notes, and (C) any guarantees by the issuers of the obligations described in (A) and (B) above, (2) any short-term indebtedness incurred for the pre-funding of anticipated policy obligations or anticipated investment cash flow, or (3) obligations that are not otherwise included in items (i) through (viii) of the definition of Indebtedness, but which would be classified as a liability on the Borrowers’ financial statements only by reason of FASB Interpretation No. 46.

“Indemnified Party”:  as defined in Section 11.03(c) of the Investment Agreement.

“Indemnified Risks”:  as defined in Section 11.03(c) of the Investment Agreement.

“Initial Master Assignment and Acceptance”:  that certain Initial Master Assignment and Acceptance dated as of the Restatement Closing Date by and among WCI, WDC, the Company, Guarantor, SunTrust Bank, and LaSalle Bank National Association, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Insurance Requirements”:  all terms of any insurance policy (including, without limitation, casualty and general liability) covering or applicable to the Facility or any portion thereof maintained in accordance with Section 14 of the Lease and all requirements of the issuer of any such policy.

“Insurance Subsidiary”:  any Subsidiary that is engaged in the business of insuring risk, including, without limitation, the Company.

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

“Investment Agreement”:  the Amended and Restated Investment and Participation Agreement, dated as of the Restatement Closing Date, among the Company, the Administrative Agent, the Lessor, and the Lease Participants, as amended, supplemented, renewed, extended or otherwise modified from time to time.

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“Judgment”:  any judgment, decree, writ, order, determination, injunction, rule or other direction or requirement of any arbitrator or any court, tribunal or other Governmental Authority.

“Lease”:  the Amended and Restated Lease Agreement, dated as of the Restatement Closing Date, pursuant to which the Company, as Lessee, has agreed to lease the Facility on and after the Lease Commencement Date for the Permitted Use in accordance with the terms and conditions set forth in the Lease, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Lease Commencement Date”:  the Restatement Closing Date.

“Lease Event of Default”:  as defined in the Lease Agreement.

“Lease Participant”:  any Person who is listed as a Lease Participant on the signature pages of the Investment Agreement, or who from time to time becomes a Lease Participant pursuant to an Assignment and Acceptance; collectively, the “Lease Participants”.  The term Lease Participant shall include any or all of the A Percentage Lease Participants and the B Percentage Lease Participants, as applicable.

“Lease Participant Investments”:  as to (a) each A Percentage Lease Participant, its A Percentage Share of the A Percentage Lessor Investments and (b) each B Percentage Lease Participant, its B Percentage Share of the B Percentage Lessor Investments, in each case as evidenced by, embodied in, or corresponding to such Lease Participant’s A Percentage Ownership Interest or B Percentage Ownership Interest.

“Lease Term”:  the period of time commencing on the Lease Commencement Date and ending on the Lease Termination Date.

“Lease Termination Date”:  the earlier to occur of (i) the Option Date, (ii) the Cancellation Date, (iii) the date of termination as a result of a Termination Event and (iv) the Scheduled Lease Termination Date.

“Lessee”:  the Company in its capacity as Lessee under the Lease and any successor or permitted assign in such capacity.

“Lessor”:  the Lessor and any successor or Eligible Lessor Assignee permitted by the terms of the Investment Agreement and the Lease.

“Lessor Assignment Agreement”:  that certain Assignment and Assumption Agreement dated the Restatement Closing Date, pursuant to which, among other things, WCI assigned to Lessor all of WCI’s right, title, and interest in and to the Original Lease Documents, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Lessor Equity Interest”:  that portion of the B Percentage Lessor Investments in an amount equal to 5.00000% of the Facility Cost and which is part of the Non-Recourse Amount, which amount shall be owned and retained by the Lessor.

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“Lessor Investments”:  at any time of determination, the aggregate of all amounts of Facility Cost funded by the Lessor or capitalized as part of Facility Cost pursuant to the Investment Agreement, less any payments thereon or redemptions thereof.  The term “Lessor Investments” includes, at any time and as the context may require, those Lessor Investments made by Lessor, the A Percentage Lessor Investments, and the B Percentage Lessor Investments.

“LIBO Rate”:  with respect to any Lessor Investments for the applicable Yield Period therefor, or any other amount, the rate per annum determined on the basis of the offered rate for deposits of three months in Dollars of amounts equal or comparable to the principal amount of such Lessor Investments, or any such other amount, as applicable, which rates appear on Dow Jones Markets, Inc. Page 3750 as of 11:00 A.M., London time, two Business Days prior to the first day of such Yield Period, provided that will be the arithmetic average (rounded upward, if necessary, to the next higher 1/16th of 1%) of such offered rates; (b) if no such offered rates appear on such page, the “LIBO Rate” for such Yield Period, as applicable, will be the arithmetic average (rounded upward, if necessary, to the next higher 1/16th of 1%) of rates quoted by not less than two major banks in New York City, selected by the Administrative Agent (on behalf of the Lessor), at approximately 10:00 A.M., New York City time, two Business Days prior to the first day of such Yield Period, as applicable, for deposits in Dollars offered to leading European banks for a period comparable to such Yield Period, in an amount comparable to the principal amount of such Lessor Investments, or any such other amount.

“Lien”:  with respect to any asset, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, preferential arrangement which has the practical effect of constituting a security interest or encumbrance, or encumbrance or servitude of any kind in respect of such asset to secure or assure payment of any Indebtedness or a Guarantee, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing.  For the purposes of this definition, each of the Company, the Guarantor, and any Subsidiary thereof shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Limited Recourse Event of Default” means each Event of Default described on Schedule 1.02(c), attached hereto and made a part hereof.

“Loss Event”:  any of the following events in respect of the Facility: (i) the total loss of the Facility or the total loss of use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of the Facility permanently unfit for normal use for any reason whatsoever; (ii) any damage to the Facility which results in an insurance settlement with respect to the Facility on the basis of a total loss; (iii) the permanent condemnation, confiscation or seizure of, or requisition of title to or use of, all or substantially all of the Facility including, but not limited to, a permanent taking by eminent domain of such scope that the untaken part of the Facility is insufficient to permit the restoration of the Facility for continued use in the Company’s business or that causes the remaining part of the Facility to be incapable of being restored to a condition that would permit the remaining portion of the Facility (without the portion of the Facility taken by eminent domain) to continue to have the capacity and functional ability to perform on a continuing basis (subject to normal interruptions in the ordinary course of

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business for maintenance, inspection, service, repair and testing) and in commercial operation, the function for which the Facility (as a whole) was designed as specified in the Facility Plan or a temporary taking of such nature for a period exceeding 180 consecutive days; or (iv) the occurrence of any event or the discovery of any condition in, on, beneath or involving the Facility or any portion thereof (including, but not limited to the presence of hazardous substances or the violation of any applicable Environmental Requirement) that would have a material adverse effect on the use, occupancy, possession, condition, value or operation of the Facility or any portion thereof, which event or condition requires remediation (A) the cost of which is anticipated, in the opinion of the Lessor, in consultation with an independent environmental engineering firm, to exceed 15% of the Termination Value, and (B) that could not reasonably be expected to be completed substantially in its entirety prior to the date that is 30 days prior to the then-applicable Scheduled Lease Termination Date or is not actually completed substantially in its entirety on or before the date that is 30 days prior to the then-applicable Scheduled Lease Termination Date.

“Majority Funding Parties”:  at any time Funding Parties owning at least 51% of the aggregate amount of the Ownership Interests (the A Percentage Ownership Interests and the B Percentage Ownership Interests being considered as a single class and not separately and without regard to any sale by a Lease Participant of a participation in its Ownership Interest under Section 11.06(f) of the Investment Agreement).

“Margin Stock”:  “margin stock” as defined in Regulations U or G of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Market Value”:  as defined in Section 323.2(f) of the Regulations and Statements of General Policy on Appraisals promulgated by the Federal Deposit Insurance Corporation, 12 C.F.R. § 323.2(f), as amended from time to time.

“Material Adverse Effect”:  with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (i) the financial condition, operations, business, or properties of the Guarantor and the Consolidated Subsidiaries taken as a whole, (ii) the rights and remedies of the Funding Parties under the Operative Documents, or the ability of the Company or the Guarantor to perform its obligations under the Operative Documents to which it is a party, (iii) the legality, validity or enforceability of any Operative Document, or (iv) the use, occupancy, possession, condition, value or operation of the Facility.

“Material Subsidiary”:  any Subsidiary the assets of which constitute 15% or more of Consolidated Total Assets.

“Maturity Date”:  the earlier to occur of (a) the Option Date, (B) the Cancellation Date, and (C) the Lease Termination Date.

“Moody’s”:  Moody’s Investor Service, Inc.

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

“NAIC”:  the National Association of Insurance Commissioners or any successor thereto, or in lieu thereof, any other association, agency or other organization performing advisory, coordination or other like functions among insurance departments, insurance commissions and similar Governmental Authorities of the various states of the United States of America toward the promotion of uniformity in the practices of such Governmental Authorities.

“Non-Recourse Amount”:  an amount equal to 18.10000% of the Facility Cost, which amount includes that portion of the B Percentage Lessor Investments attributable to the Lessor Equity Interest and all of which shall be held by one or more B Percentage Lease Participants or the Lessor.

“Non-U.S. Domestic Participant”:  as defined in Section 4.06(b) of the Investment Agreement.

“Operative Documents”:  collectively, the Investment Agreement, the Lease, the Guaranty, the Lessor Assignment Agreement, the Initial Master Assignment and Acceptance, the Secondary Master Assignment and Acceptance, and the Security Instruments and any and all other agreements or instruments now or hereafter executed and delivered, or required to be executed and delivered, by the Company or the Guarantor in connection with the Investment Agreement or the other Operative Documents, as such agreements or instruments may be amended, supplemented, renewed, extended, increased or otherwise modified from time to time.

“Option Date”:  as defined in Section 15(c) of the Lease.

“Original Agency Agreement”:  that certain Acquisition, Agency, Indemnity and Support Agreement, dated as of February 1, 2000, between the WCI and the Company, as Acquisition/Construction Agent, as amended, supplemented or otherwise modified from time to time prior to the Restatement Closing Date.

“Original Ground Lease”:  that certain Ground Lease dated as of February 1, 2000, between the Company and WCI, as the same may be amended, restated, supplemented, or otherwise modified from time to time up to but not including the Restatement Closing Date.

“Original Guaranty Agreement”:  that certain Guaranty dated as of February 1, 2000, executed and delivered by Guarantor in favor of WCI (for the ratable benefit of the Lease Participants), which Guaranty contains certain limitations, as the same may be amended, restated, supplemented, or otherwise modified from time to time up to but not including the Restatement Closing Date.

“Original Investment Agreement”:  that certain Investment and Participation Agreement dated as of February 1, 2000, by and among the Company, WCI and each of the “Lease Participants” party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time up to but not including the Restatement Closing Date.

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“Original Lease Agreement”:  that certain Lease Agreement dated as of February 1, 2000, by and between WCI and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time up to but not including the Restatement Closing Date.

“Original Lease Documents”:  the Original Investment Agreement, the Original Ground Lease, the Original Lease Agreement, the Original Guaranty Agreement, and all other documents, instruments, and agreements entered into in connection with or pursuant to any of the foregoing before the Restatement Closing Date.

“Other Taxes”:  all taxes (other than Taxes), assessments, levies, fees, water and sewer rents and charges, inspection fees and other authorization fees and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of every character (including all penalties and interest thereon) and all recording fees and other charges (including penalties and interest) relating to or arising out of (i) the execution, delivery, recording or enforcement of any of the Operative Documents, whether for the amounts evidenced, secured or referred to be paid thereby, or otherwise, or (ii) to the ownership, use, operation or transfer of the Facility or any other Property or (iii) any other event or circumstance, including without limitation, transfer taxes, documentary stamp taxes, intangible taxes, recording fees and sales, use and rent taxes.

“Other Transaction Expenses”:  as defined in Section 3.05(a)(i) of the Investment Agreement.

“Ownership Certificate”:  as defined in Section 2.01(b) of the Investment Agreement.

“Ownership Interests”:  A Percentage Ownership Interests or B Percentage Ownership Interests, as applicable.

“PBGC”:  the Pension Benefit Guaranty Corporation or any successor thereto.

“Percentage Share”:  as to any Lease Participant or the Lessor, its A Percentage Share or the B Percentage Share, as applicable.

“Performance Pricing Determination Date”:  each date on which the Debt Rating changes.

“Permit”:  any approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from any Governmental Authority or other Person.

“Permitted Insurers”:  insurers with ratings of A or better and Class VIII or better according to Best’s Insurance Reports, or other insurers acceptable to the Lessor.

“Permitted Liens”:  (i) with respect to the Lease or the Facility (including without limitation, the Site) or any Property included in or comprising the Facility or any portion thereof, any of the following:

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(a)           rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license, permit or provision of law affecting the Facility to (1) terminate, or take any other action which has the effect of modifying, such right, power, franchise, grant, license, permit or provision of law, provided that such termination or other action, when taken, shall not have resulted in a Loss Event and shall not have had a Material Adverse Effect, or (2) purchase, condemn, appropriate or recapture, or designate a purchaser of, the Facility;

(b)           any Liens thereon for Impositions or taxes and any Liens of mechanics, materialmen and laborers for work or services performed or materials furnished which (i) are not overdue, or (ii) are being contested in good faith in the manner described in Section 13 of the Lease;

(c)           Liens of mechanics, materialmen and laborers for work or services performed or materials furnished during the Construction Term;

(d)           rights reserved to or vested in any Governmental Authority to control or regulate the use of such Property or to use the Facility in any manner;

(e)           in the case of the Site, encumbrances, easements, and other similar rights existing on the Restatement Closing Date the existence or exercise of which do not have a Material Adverse Effect; and

(f)            any Liens created under the Operative Documents and any financing statements filed in connection therewith;

and

(ii)           with respect to any other Property, any of the following:

(a)           Liens existing on the Restatement Closing Date securing Indebtedness outstanding on the Restatement Closing Date in an aggregate principal amount with respect to Indebtedness for borrowed money and capital leases not exceeding $3,000,000;

(b)           any Lien existing on any asset of any (a) corporation or partnership at the time such corporation or such partnership becomes a Consolidated Subsidiary, or (b) Subsidiary at the time it becomes a Subsidiary, and in either case not created in contemplation of such event;

(c)           any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof;

(d)           any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or the Guarantor or a Consolidated Subsidiary and not created in contemplation of such event;

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(e)           any Lien existing on any asset prior to the acquisition thereof by the Guarantor, the Company or another Consolidated Subsidiary and not created in contemplation of such acquisition;

(f)            Liens securing Indebtedness owing by any Subsidiary to the Guarantor or the Company;

(g)           any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this subsection (ii), provided that (a) such Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased;

(h)           Liens incidental to the conduct of the business of the Guarantor, the Company or any of the Subsidiaries  or the ownership of their respective assets which (a) do not secure Indebtedness and (b) do not in the aggregate materially detract from the value of their respective assets or materially impair the use thereof in the operation of their respective businesses;

(i)            any Lien on Margin Stock;

(j)            Liens for Impositions or Taxes either not yet delinquent or which are being contested in good faith by appropriate proceedings;

(k)           Liens not securing Indebtedness which are created by or relate to any legal proceedings which at the time are being contested in good faith by appropriate proceedings;

(l)            any other statutory or inchoate Lien securing amounts other than Indebtedness which are not delinquent; and

(m) Liens not otherwise permitted by the foregoing paragraphs of this subsection (ii) securing Indebtedness and other obligations in an aggregate principal amount at any time outstanding not to exceed 15% of Adjusted Consolidated Net Worth.

“Permitted Use”:  with respect to the Facility, the occupation and use of the Site and the Improvements as a corporate office building in compliance with all applicable Governmental Requirements and Insurance Requirements.

“Person”:  an individual, a corporation, a partnership, a limited liability company, an unincorporated association, a trust or any other entity or organization, including, but not limited to, a government or political subdivision or other Governmental Authority.

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

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“Pricing Schedule”:  the Pricing Schedule attached as Schedule 1.02(b) to the Investment Agreement.

“Prime Rate”:  that rate of interest so denominated and set by the Administrative Agent from time to time as an interest rate basis for borrowings.  The Prime Rate is but one of several interest rate bases used by Administrative Agent, and is set by the Administrative Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deem appropriate, it being understood that many of the Administrative Agent’s commercial or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that the Administrative Agent may make various commercial or other loans at rates of interest having no relationship to such rate.

“Property”:  any kind of property or asset, whether real, personal or mixed, or tangible or intangible, and any interest therein.

“Purchase Closing Date”:  as defined in Section 15(e) of the Lease.

“Purchase Price”:  at any time of determination, an amount equal to the sum, as of the purchase date of (i) the aggregate amount of the Unrecovered Lessor Investments attributable to the A Percentage Lessor Investments, plus (ii) all accrued but unpaid A Percentage Yield through the end of the Lease Term, plus (iii) the aggregate amount of the Unrecovered Lessor Investments attributable to the B Percentage Lessor Investments, plus (iv) all accrued but unpaid B Percentage Yield through the end of the Lease Term, plus (v) all accrued, unpaid Supplemental Rent through the end of the Lease Term, plus (iv) all other amounts owing by the Company under the Operative Documents.

“Real Property”:  as defined in Section 26(i)(2) of the Lease.

“Redeemable Preferred Stock”:  of any Person means any preferred stock issued by such Person (i) required (by the terms of the governing instruments or at the option of the holder thereof) to be mandatorily redeemed for cash at any time prior to the Maturity Date (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof at any time prior to the Maturity Date.

“Register”:  as defined in Section 11.06(d) of the Investment Agreement.

“Regulation A”:  Regulation A of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations issued thereunder.

“Regulation D”:  Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations issued thereunder.

“Regulation T”:  Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations issued thereunder.

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“Regulation U”:  Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations issued thereunder.

“Regulation X”:  Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations issued thereunder.

“Related Contract”:  any agreement, contract, bill of sale, receipt or Vendor’s warranty relating to or for the purchase, acquisition, design, engineering, testing, manufacture, renovation, assembly, construction or installation of the Facility or any portion thereof or the provision of enhancements and improvements to the Facility, or otherwise in connection with the acquisition, ownership, use, operation or sale or other disposition of the Facility, made, entered into or received by the Company, as Lessee under the Lease or as Lessor’s agent, or by the Guarantor or the Company and assigned to the Lessor pursuant to the Original Agency Agreement or other Operative Document, with or from one or more Vendors or other Persons.

“Rent”:  Basic Rent,  Supplemental Rent and the Final Rent Payment, collectively.

“Rent Payment Date”:  with respect to Basic Rent, each March 31st, June 30th, September 30th and December 31st of each year, commencing on the first such date occurring after the Lease Commencement Date.

“Rental Period”:  with respect to Basic Rent, the period beginning on the Lease Commencement Date and ending on the first Rent Payment Date occurring thereafter and, thereafter, each subsequent period commencing on the day following each Rent Payment Date and ending on the next Rent Payment Date or on the Lease Termination Date.

“Reported Net Income”:  for any period, the Net Income of the Guarantor and the Consolidated Subsidiaries determined on a consolidated basis.

“Restatement Closing Date”:  January 11, 2007.

“Restricted Payment”: (i) any dividend or other distribution on any shares of the Guarantor’s Capital Stock (except dividends payable solely in shares of its Capital Stock or additional rights to acquire its Capital Stock) or (ii) any payment on account of the purchase, redemption, retirement or acquisition of (a) any shares of the Guarantor’s Capital Stock (except shares acquired upon the conversion thereof into other shares of its Capital Stock) or (b) any option, warrant or other right to acquire shares of the Guarantor’s Capital Stock.

“Revolving Credit Agreement”:  The Amended and Restated Credit Agreement dated as of July 30, 2004, among the Guarantor, as the Borrower, the Company, the lenders from time to time party thereto, and AmSouth Bank, as administrative agent for such lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“S&P”:  Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc.

111

“SAP”:  with respect to any Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the insurance commissioner (or other similar authority) as of the Restatement Closing Date in the jurisdiction of incorporation of such Insurance Subsidiary for the preparation of annual statements and other financial reports by insurance companies of the same type as such Insurance Subsidiary.

“Scheduled Lease Termination Date”:  the date that is 7 years after the Lease Commencement Date.

“Secondary Master Assignment and Acceptance”:  that certain Secondary Master Assignment and Acceptance dated as of the Restatement Closing Date by and among WDC, the Administrative Agent, the Company, Guarantor, SunTrust Bank, Wachovia Bank, National Association, and Citibank, N.A., as the same may be amended, restated, supplemented, or otherwise modified from time to time.

“Secured Amount”:  as defined in Section 26 of the Lease.

“Secured Party”:  as defined in Section 26 of the Lease.

“Security Instruments”:  collectively, the Lease and any and all agreements or instruments, including, without limitation, financing statements, now or hereafter executed and delivered by the Company as security for the payment or performance of the Secured Amount, as such agreements or instruments may be amended, supplemented or otherwise modified from time to time.

“Short-Term Indebtedness”:  all Indebtedness that by its terms matures within one year from, and that is not renewable at the option of the obligor to a date later than one year after, the date such Indebtedness was incurred.  Any Indebtedness which is extended or renewed (other than pursuant to the option of the obligor) shall be deemed to have been incurred at the date of such extension or renewal.

“Site”:  certain real property located in Jefferson County, Alabama, described in greater detail on Exhibit A to the Investment Agreement and the Lease.

“Sublessee”:  as defined in Section 21(c) of the Lease.

“Subsidiary”:  any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Guarantor.  A separate account established pursuant to SAP or any applicable insurance regulatory requirement shall be deemed not to be a Subsidiary.

“Supplemental Rent”:  as defined in Section 3(c) of the Lease and Section 2.04 of the Investment Agreement.

“Support Expenses”:  as defined in Section 8.30.

112

“Surplus Note”:  a promissory note executed by an Insurance Subsidiary to the Guarantor of the type generally described in the insurance industry as a “surplus note”, the principal amount of which is properly recorded by the issuer as an addition to capital and surplus rather than as a liability in accordance with SAP.

“Survey”:  an ALTA-ACSM boundary survey of the Site and existing improvements in form and substance satisfactory to the Lessor, containing such certifications as the Lessor may request, and completed or certified as recently before the Restatement Closing Date as is satisfactory to the Lessor.

“Synthetic Lease Obligations”:  of a Person means the amount of the obligations of such Person under any lease that would not be shown as a liability, but would be treated as an operating lease, in accordance with GAAP, but which arise under a transaction in which the property subject to such lease is owned by the lessee for purposes of the Code.  Obligations under the Lease are Synthetic Lease Obligations.

“Taxes”:  as defined in Section 4.06(a) of the Investment Agreement.

“Termination Event”:  as defined in Section 15(a) of the Lease.

“Termination Value”:  at any time will be an amount equal to the sum of (i) the Final Rent Payment, plus (ii) the Unrecovered Lessor Investments attributable to that portion of the B Percentage Lessor Investments attributable to the Non-Recourse Amount.

“Third Party”:  any Person other than (i) the Lessor, (ii) the Company, (iii) the Guarantor, or (iv) any Affiliate of any of the foregoing.

“UCC”:  the Uniform Commercial Code as in effect in the State of Alabama and any other jurisdiction whose laws may be mandatorily applicable.

“Unconsolidated Cash Inflow Available for Interest Expense”:  for any period of calculation, the sum (without duplication) of (a) all amounts received by the Guarantor from the Subsidiaries during such period as (i) interest and principal on Indebtedness (including but not limited to Surplus Notes) and (ii) management fees (net of expenses incurred in providing the services for which such management fees were paid), (b) all amounts that the Subsidiaries were permitted, under applicable laws and regulations, to distribute to the Guarantor during such period as dividends, whether or not so distributed, and (c) other income of the Guarantor.

“Unrecovered Facility Cost”:  at any time the sum of (i) the aggregate original Facility Cost, less (ii) the aggregate amount of any voluntary prepayments of Facility Cost and casualty and condemnation proceeds received by the Lessor.

“Unrecovered Lessor Investments”:  at any time an amount equal to the Unrecovered Facility Cost at such time.

“Upfront Supplemental Rent”:  as defined in Section 2.04(b) of the Investment Agreement.

113

“Vendor”:  any designer, supplier, manufacturer or installer of, or provider of Property or services with respect to, the Facility or any Property included therein or any part thereof.

“WCI”:  Wachovia Capital Investments, Inc.

“Wholly Owned Subsidiary”:  any Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by the Guarantor.

“Yield”:  has the meaning given such term in Section 3.03(a).  Any unqualified reference to “Yield” shall mean a reference to A Percentage Yield or B Percentage Yield, or both, as the context shall require.

“Yield Period”:  with respect to the Lessor Investments, each Rental Period; provided, however, that:

(i)            the duration of any Yield Period that commences before the Scheduled Lease Termination Date and would otherwise end after the Scheduled Lease Termination Date shall end on the Scheduled Lease Termination Date; and

(iii)          if the last day of such Yield Period would otherwise occur on a day that is not a Business Day, such last day shall be extended to the next succeeding Business Day, except if such extension would cause such last day to occur in a new calendar month, then such last day shall occur on the next preceding Business Day.

114

SCHEDULE 1.02(b)

Pricing Schedule

The terms “Applicable Margin” means, for any day, the rate per annum set forth below corresponding to the Pricing Level that applies on such day:

Pricing Level	Level I		Level II		Level III		Level IV		Level V		Level VI
Applicable Margin for Lessor Investments on:
1. Adjusted LIBO Rate basis	0.60	%	0.65	%	0.75	%	0.90	%	1.40	%	1.75	%
2. Base Rate basis	0.00	%	0.00	%	0.00	%	0.00	%	0.40	%	0.75	%

For purposes of this Pricing Schedule, the following terms have the following meanings:

“Level I Pricing” applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to or better than A+ or A1.

“Level II Pricing” applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to A or A2.

“Level III Pricing” applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to A- or A3.

“Level IV Pricing” applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to or less than BBB+ or Baa1, but greater than BBB- or Baa3.

“Level V Pricing” applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to BBB- or Baa3.

“Level VI Pricing” applies if the Debt Rating at the most recent Performance Pricing Determination Date was less than BBB- or Baa3 or if there is no Debt Rating.

All determinations hereunder shall be made by the Lessor unless the Majority Funding Parties shall object to any such determination. The Guarantor shall promptly notify the Lessor of any change in the Debt Rating as required in the Operative Documents.

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SCHEDULE 1.02(c)

Limited Recourse Events of Default

1.  Any Event of Default under Section 9.01(b) is a Limited Recourse Event of Default to the extent such Event of Default occurred on account of any breach of any of the following representations and warranties (with certain exceptions as noted below; all section references in this Schedule 1.02(c) are deemed to be references to the Investment Agreement, except to the extent otherwise expressly provided):

(a)           The second sentence of Section 7.01(a);

(b)           Section 7.01(b)(v);

(c)           Section 7.01(d);

(d)           Section 7.01(e)(i);

(e)           Section 7.01(f);

(f)            Section 7.01(g), but only to the extent any breach does not relate to the payment of taxes relating to the Facility;

(g)           Section 7.01(h);

(h)           Section 7.01(i);

(i)            Section 7.01(k), but only to the extent such breach does not relate to (i) the Company’s title or interest in and to the Facility or (ii) Liens on the Site, the Facility, and any of the Collateral;

(j)            Section 7.01(l), but only to the extent such breach does not relate to any agreement, instrument or undertaking respecting the Facility or the operation or maintenance thereof;

(k)           Section 7.01(m), but only to the extent such breach does not relate to any information provided with respect to the Facility, the operation thereof, or the Borrower’s use or maintenance of the Facility;

(l)            Sections 7.01(n)(i), (ii), and (iii), but only to the extent such breach does not relate to the Facility; and

(m)          Section 7.01(o); and

(n)           Any representation and warranty covered by Section 9.01(b) but which is not set forth in Section 7.01 of the Investment Agreement, but only to the extent such breach (i) does not relate to the Facility, the operation thereof, the Company’s use or maintenance thereof, or the enforceability of the Operative Documents and (ii) is not objectively determinable.

116

2.  Any Event of Default under Section 9.01(c) or (d) is a Limited Recourse Event of Default to the extent such Event of Default occurred on account of any breach of any of the following covenants or agreements (with certain exceptions as noted below):

(a)           The first sentence of Section 8.08, but only to the extent such breach does not relate to laws, regulations and similar requirements of governmental authorities applicable to the Facility, the operation thereof, or the Borrower’s use or maintenance of the Facility;

(b)           The second sentence of section 8.10, but only to the extent such breach does not relate to the maintenance and preservation of the Facility;

(c)           Section 8.11, but only to the extent such breach does not relate to Environmental Liabilities, pending or threatened Environmental Proceedings, Environmental Notices, Environmental Judgments and orders, and Environmental Releases concerning, in whole or in part, the Facility;

(c)           Section 8.12, but only to the extent such breach does not relate to the use, production, manufacture, processing, treatment, recycling, generation, storage, disposal of, or management at, or otherwise handling, or shipping or transporting to or from the Facility;

(d)           Section 8.13, but only to the extent such breach relates to an Environmental Release at or on the Facility;

(e)           Section 8.14; and

(f)            Any other covenant or agreement covered by Sections 9.01(c) or (d) but which is not set forth in Article VIII of the Investment Agreement, but only to the extent such breach (i) does not relate to the Facility, the operation thereof, the Company’s use or maintenance thereof, or the enforceability of the Operative Documents and (ii) is not objectively determinable.

3.             Any Event of Default under Section 9.01(n) is a Limited Recourse Event of Default.

All other Events of Default described in Section 9.01 of the Investment Agreement are not Limited Recourse Events of Default, even if the facts and circumstances giving rise to such Event of Default also cause such Event of Default to constitute, in part, a Limited Recourse Event of Default.

117

SCHEDULE 7.01(e)

Litigation

None.

118

SCHEDULE 7.01(h)

Subsidiaries

[DELIVERED SEPARATELY]

119

SCHEDULE 7.01(n)

Environmental Matters

The Company installed an above-ground storage tank on February 19, 1999 that holds diesel fuel for generators used to power the Facility.

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EX-23.(A)

Exhibit 23.(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 29, 2007 relating to the financial statements and financial statement schedules of Protective Life Insurance Company, which appears in its Annual Report on Form 10-K for the year ended December 31, 2006.  We also consent to the references to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP
Birmingham, AL
April 19, 2007

EX-23.(B)

Exhibit 23.(b)

[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]

MARY E. THORNTON

DIRECT LINE: 202.383.0698

Internet: mary.thornton@sablaw.com

April 19, 2007

Board of Directors

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, AL  35223

Directors:

We hereby consent to the reference to our Firm under the heading “Legal Matters” in the prospectus included in the Registration Statement on Form S-1 for certain modified guaranteed annuity contracts issued by Protective Life Insurance Company.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Sincerely,
SUTHERLAND ASBILL & BRENNAN LLP
By:	/s/ Mary E. Thornton
	Mary E. Thornton