Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 2 TO THE BRIDGE LOAN AGREEMENT

Dated as of June 30, 2008

AMENDMENT NO. 2 TO THE BRIDGE LOAN AGREEMENT (this “ Amendment ”) among Capmark Financial Group Inc., a Nevada corporation (the “ Company ”), the financial institutions and other institutional lenders party hereto, and Citicorp North America, Inc., as administrative agent (the “ Agent ”) for the Lenders.

RECITALS:

(1)            The Company, the financial institutions and other institutional lenders party thereto (the “ Lenders ”), the Agent and the other agents party thereto have entered into a bridge loan agreement dated as of March 23, 2006, as amended by Amendment No. 1 to the Bridge Loan Agreement dated as of December 7, 2006 (as further amended, supplemented or otherwise modified, the “ Bridge Loan Agreement ”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Bridge Loan Agreement.

(2)            The Company has requested that the Lenders agree to amend certain provisions of the Bridge Loan Agreement as set forth in the Bridge Loan Agreement as attached in Annex A hereto.  Such amendments to the Bridge Loan Agreement are represented in Annex A with strikethrough font for all deletions thereto and with bold, double underlined font for all additions thereto.

(3)            Pursuant to subsection 9.1(a) of the Bridge Loan Agreement, the Majority Lenders may, or, with the written consent of the Majority Lenders, the Agent may, from time to time, enter into with the Company, written amendments, supplements or modifications to the Bridge Loan Agreement for the purpose of adding any provisions to the Bridge Loan Agreement or changing in any manner the rights of the Lenders or of the Company under the Bridge Loan Agreement.

(4)            The Agent and the Majority Lenders have each agreed, subject to the terms and conditions stated below, to amend the Bridge Loan Agreement as set forth in Annex A hereto.

SECTION 1.            AMENDMENTS TO BRIDGE LOAN AGREEMENT

The Bridge Loan Agreement is hereby amended as set forth in the Bridge Loan Agreement as attached in Annex A hereto.  Such amendments to the Bridge Loan Agreement are represented in Annex A with strikethrough font for all deletions thereto and with bold, double underlined font for all additions thereto.

SECTION 2.            CONDITIONS OF EFFECTIVENESS

This Amendment shall become effective as of the date first above written when, and only when, the following conditions have been satisfied:

(a)            the Agent shall have received counterparts of this Amendment executed by the Company, the Majority Lenders, and/or, as to any such Majority Lender, advice satisfactory to the Agent that such Lender has executed this Amendment;

(b)            each Guarantor has executed and delivered a consent in the form of Annex B hereto;

(c)            the Loans shall have been prepaid in an aggregate amount equal to $600,000,000

(provided that the Lenders agree that the Company shall not be responsible for any premium or penalty or any loss, cost or expense pursuant to Section 2.16 of the Bridge Loan Agreement as a result of such prepayment); and

(d)            all fees and expenses of the Agent and the Lenders (including all reasonable fees and expenses of counsel to the Agent), to the extent invoiced prior to the date hereof, shall have been paid.

SECTION 3.            CONFIRMATION OF REPRESENTATIONS AND WARRANTIES

(a)            The Company hereby represents and warrants, on and as of the date hereof, that the representations and warranties contained in the Bridge Loan Agreement (to the extent relating to the Company) are true and correct in all material respects on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date.

(b)            The Company hereby represents and warrants that, on and as of the date hereof, no event has occurred and is continuing that constitutes a Default.

SECTION 4.            AFFIRMATION OF THE COMPANY

The Company hereby consents to the amendments to the Bridge Loan Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of the Company contained in the Bridge Loan Agreement, as amended hereby, or in any other Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects.

SECTION 5.            REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS

(a)            On and after the effectiveness of this Amendment, each reference in the Bridge Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Bridge Loan Agreement and each reference in the Notes and each of the other Loan Documents to “the Bridge Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Bridge Loan Agreement shall mean and be a reference to the Bridge Loan Agreement as amended by this Amendment.

(b)            The Bridge Loan Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)            The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Bridge Loan Agreement or any other Loan Document, nor constitute a waiver of any provision of the Bridge Loan Agreement or any other Loan Document.

SECTION 6.            COSTS, EXPENSES

The Company agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of subsection 9.5 of the Bridge Loan Agreement.

2

SECTION 7.            EXECUTION IN COUNTERPARTS

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or in “pdf” format by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8.            GOVERNING LAW

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[The remainder of this page intentionally left blank.]

3

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

Annex A to

Amendment No. 2 to the Bridge Loan Agreement

TABLE OF CONTENTS

Table of Contents

ii

iii

SCHEDULES

EXHIBITS

iv

BRIDGE LOAN AGREEMENT, dated as of March 23, 2006, among:

(a)            CAPMARK FINANCIAL GROUP INC., a Nevada corporation (the “ Company ”);

(b)            the several banks and other financial institutions, including, as applicable, branches or affiliates thereof, from time to time parties to this Agreement (the “ Lenders ”);

(c)            J.P. Morgan Securities Inc., as syndication agent (in such capacity, the “ Syndication Agent ”);

(d)            Credit Suisse, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners, L.P. and The Royal Bank of Scotland plc, as documentation agents (each, in such capacity, a “ Documentation Agent ”); and

(e)            CITICORP NORTH AMERICA, INC. (“ CNAI ”), as administrative agent for the Lenders hereunder (in such capacity, the “ Agent ”).

The parties hereto hereby agree as follows:

SECTION 1.   DEFINITIONS

1.1.  Defined Terms .  As used in this Agreement, the following terms shall have the following meanings:

“ A-Rated Specified Loans and Securities ”:  Specified Loans and Securities of the type referred to in clause (c) of the definition thereof which are not rated at least “AA-” by S&P, “Aa3” by Moody’s or “AA-” by Fitch.

“ Acquisition ”:  the acquisition by the Investors of approximately 80.0% of the capital stock of the Company from GMAC Mortgage Group, Inc. pursuant to the terms of the Purchase Agreement concurrently with the initial extension of credit hereunder.

“ Administrative Schedule ”:  Schedule III to this Agreement, as amended from time to time in accordance with the provisions hereof.

“ Affiliate ”:  as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agent ”:  as defined in the preamble hereto.

“ Agreement ”:  this Agreement, as amended, supplemented or otherwise modified from time to time.

“ Applicable Margin ”:  as defined in subsection 2.8(d).

“ Approved Fund ”:  as defined in subsection 9.6(b)(ii).

“ ARB 51 ”:  Accounting Research Bulletin No. 51, as amended.

“ Arrangers ”:  Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Credit Suisse, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners, L.P. and The Royal Bank of Scotland plc, in their capacity as joint lead arrangers and joint bookrunners under this Agreement.

“ Assignee ”:  as defined in subsection 9.6(b)(i).

“ Attributed Capitalization ”:  as of any date of determination, (a) with respect to any Specified Subsidiary, the aggregate consolidated value of the assets of such Specified Subsidiary, and (b) with respect to any Specified Asset Category, the aggregate consolidated value of the assets in such Specified Asset Category, in each case with “consolidated value” being determined in a manner consistent with the consolidated value of assets reflected on the Company’s financial statements delivered pursuant to subsection 5.1.

“ Attributed Equity ”:  Attributed Capitalization minus Attributed Indebtedness.

“ Attributed Indebtedness ”:  as of any date of determination, with respect to any Specified Subsidiary or Specified Asset Category, an amount equal to the amount of the Attributed Capitalization of such Specified Subsidiary or Specified Asset Category, respectively, in each case multiplied by the Indebtedness Factor with respect to such Specified Subsidiary or Specified Asset Category.

“ Banking and Market Destined Assets ”:  all assets that either (a) fall within any Specified Asset Category or (b) are owned by any Specified Subsidiary.

“ Bankruptcy Remote Special Purpose Entity ”:  a Person that satisfies each of the following criteria:  (i) such Person is an entity that is consolidated for accounting purposes with the Company and designed to make remote the possibility that it would enter into bankruptcy or other receivership; (ii) all or substantially all of such Person’s assets consist of Receivables or securities backed by Receivables plus any rights or other assets (including cash reserves) designed to assure the servicing or timely distribution of proceeds to the holders of its obligations; and (iii) Receivables or securities backed by Receivables owned by such Person satisfy the legal isolation criteria set forth in paragraph 9(a) of FAS 140 (in relation to the Company and any Subsidiary that is not a Bankruptcy Remote Special Purpose Entity).

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

(a)  the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate; and

(b)  1/2 of one percent per annum above the Federal Funds Rate.

“ Base Rate Loans ”:  Loans bearing interest at a rate determined by reference to the Base Rate.

“ Benefitted Lender ”:  as defined in subsection 9.7.

“ Board of Directors ”:  as to the Company, its Board of Directors or any committee thereof.

2

“ Borrowing ”:  the making of Loans of a single Type made by the Lenders on a single date and, if applicable, as to which a single Interest Period is in effect.

“ Business Day ”:  (a) in the case of a Eurodollar Loan, any fundings, disbursements, payments and settlements in respect of any such Eurodollar Loan, or any other dealings to be carried out pursuant to any Loan Document in respect of any such Eurodollar Loan, a London Banking Day which is also a day other than a Saturday or Sunday and on which banks are open for general banking business in New York City and (b) in the case of an Base Rate Loan, any fundings, disbursements, payments and settlements in respect of any such Base Rate Loan, or any other dealings to be carried out pursuant to any Loan Document in respect of any such Base Rate Loan, a day other than a Saturday or Sunday and on which banks are open for general banking business in New York City.

“Cash Equivalents”:

(1)            securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof and having maturities of not more than 12 months after the date of acquisition;

(2)            time deposits or certificates of deposit of any bank of recognized standing having capital and surplus in excess of $100 million or whose commercial paper rating is at least A-1 by S&P or P-1 by Moody’s and having maturities of not more than 12 months after the date of acquisition;

(3)            commercial paper rated at least A-1 by S&P or P-1 by Moody’s and having maturities of not more than 12 months after the date of acquisition;

(4)            direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States (including any agency or instrumentality thereof) the long-term debt of which is rated A-3 or higher by Moody’s or A- or higher by S&P (or rated the equivalent by at least one nationally recognized statistical rating organization) and having maturities of not more than 12 months after the date of acquisition; and

(5)            in the case of any foreign Subsidiary of the Company, investments (A) in direct obligations of the sovereign nation (or any agency or instrumentality thereof) in which such Subsidiary is organized or is conducting a substantial amount of business or in obligations fully and unconditionally guaranteed by such sovereign nation (or agency or instrumentality) or (B) of the type and maturity described in clause (1) through (4) above of foreign obligors, which investments or obligors (or their parents) have ratings equivalent to those described above (which may be equivalent ratings from foreign rating agencies).

“ Change of Control ”:  (a) prior to the consummation of a Qualifying IPO, the Equity Investors shall cease to own, collectively, at least 35% of the Voting Stock of the Company or (b) any Person or two or more Persons acting in concert other than the Investors shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Company (or other securities convertible into such Voting Stock) representing more than 50% of the combined voting power of all Voting Stock of the Company or (c) prior to the consummation of a Qualifying IPO, General Motors Corporation or any of its Affiliates shall hold Voting Stock of the Company (or other securities convertible into such Voting Stock)

3

representing more than the combined voting power of all Voting Stock of the Company held by the Equity Investors.

“ Citibank ”:  Citibank, N.A.

“ CLO ”:  as defined in subsection 9.6(b)(ii).

“ Closing Date ”:  the date on which each of the conditions precedent set forth in subsection 4.1 shall have been satisfied.

“ Closing Date Material Adverse Effect ”:  a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, excluding the effects of changes to the extent caused by or resulting from (a) changes in business or economic conditions generally or the financial services industries in which General Motors Acceptance Corporation, GMAC Mortgage Group, Inc., General Motors Corporation or the Company and its Subsidiaries operate, in each case which do not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole (relative to other comparable industry participants), (b) any outbreak of major armed hostilities in which the United States is engaged or the occurrence of any terrorist attack upon the United States or any part thereof, (c) changes  in securities markets generally (including any disruption thereof and any decline in the price of any security or any market index), (d) changes after the date of this Agreement in GAAP or (e) the performance of any obligations under the Transaction Documents (as defined in the Purchase Agreement).

“ CNAI ”: Citicorp North America, Inc.

“ Code ”:  the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ”:  as to any Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Commitment”, as such amount may be reduced at or prior to such time in accordance with the provisions of this Agreement.

“ Company ”:  as defined in the preamble hereto.

“ Conduit Lender ”:  any special purpose funding vehicle that (i) is organized under the laws of the United States or any state thereof and (ii) is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business.

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

“ Default ”:  any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Designated Borrower ”:  each “Designated Borrower” as defined in the Senior Credit Facility.

“ Designated Lenders ”:  as defined in subsection 9.8(c).

“ Documentation Agent ”:  as defined in the preamble hereto.

4

“ Dollars ” and “ $ ”:  the lawful currency of the United States of America.

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

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

“ Equity Investors ”:  Affiliates of Kohlberg Kravis Roberts & Co. L.P., The Goldman Sachs Group, Inc., Dune Capital Management, L.P. and Five Mile Capital Partners LLC.

“ ERISA ”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ”:  any Person that for purposes of Title IV of ERISA is a member of the Company’s controlled group, or under common control with the Company, within the meaning of Section 414(b) or (c) of the Code.

“ ERISA Event ”:  (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the withdrawal by the Company or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (e)  the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (f) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA.

“ Eurodollar Borrowing ”:  a Borrowing comprised of Eurodollar Loans.

“ Eurodollar Loan ”:  Loans bearing interest at a rate determined by reference to the Eurodollar Rate.

“ Eurodollar Rate ”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, (a) the rate of interest determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on Page 3750 of the Telerate Service (or otherwise on such service), the “ Eurodollar Rate ” shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be agreed upon by the Agent and the Company or, in the absence of such agreement, the

5

“ Eurodollar Rate ” shall instead be the rate per annum equal to the average of the respective rates notified to the Agent by each of the Reference Lenders as the rate at which such Reference Lender is offered deposits in Dollars at or about 10:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of its Eurodollar Loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its Eurodollar Loan to be outstanding during such Interest Period.

“ Eurodollar Reserve Rate ”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula:

“ Eurodollar Reserve Requirements ”:  for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurodollar funding (currently referred to as “Eurodollar liabilities” in Regulation D of such Board) maintained by a member bank of such System.

“ Event of Default ”:  any of the events specified in Section 7; provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Excluded Subsidiary ”:  any Subsidiary of the Company that is (a) a “controlled foreign corporation” of the Company under Section 957 of the Code; (b) organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia; (c) a Bankruptcy Remote Special Purpose Entity; (d) prohibited by any Requirement of Law or Contractual Obligation from providing a guaranty of the obligations of the Company hereunder, provided that any such Contractual Obligation (i) shall have been entered into or incurred prior to the Closing Date (or, in the case of any Subsidiary formed or acquired by the Company subsequent to the Closing Date, prior to such formation or acquisition) and (ii) in any event, shall not have been entered into or incurred in contemplation of this provision; (e) any Permitted Receivables Subsidiary; or (f) an Immaterial Subsidiary.

“ Existing Indebtedness ”:  Indebtedness of the Company and its Subsidiaries existing immediately before the occurrence of the Closing Date.

“ Extended Maturity Date ”:  as defined in subsection 4.2.

“ Facility ”:  in an initial amount of $5,250,000,000 or, at any time, the aggregate amount of the Lenders’ Commitments or the Loans outstanding at such time.

“ FAS 66 ”:  Statement of Financial Accounting Standards No. 66.

“ FAS 140 ”:  Statement of Financial Accounting Standards No. 140.

6

“ Federal Funds Rate ”:  for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Citibank on such day on such transactions as determined by the Agent.

“ Fee Letter ”:  that certain Fee Letter dated as of August 2, 2005 among the Arrangers and GMACCH Investor LLC.

“ FIN 46(R) ”:  FASB Interpretation No. 46 (revised December 2003).

“ Financial Officer ”:  with respect to any Person, the chief financial officer, the chief accounting officer, a financial vice president or the treasurer or assistant treasurer of such Person.

“ Fitch ”:  Fitch Investors’ Services Inc. or its successors.

“ Funding Office ”:  for each Type of Loan, the Funding Office set forth in respect thereof in the Administrative Schedule.

“ GAAP ”:  generally accepted accounting principles in the United States of America as in effect from time to time and as applied by the Company in the preparation of its public financial statements, except that with respect to any Indebtedness that is determined in accordance with GAAP contained in the definition of “Total Consolidated Indebtedness” and “Total Capitalization” and the covenants contained in subsections 6.1 and 6.4, “ GAAP ” shall mean generally accepted accounting principles in the United States of America in effect on the date hereof and in accordance with the audited financial statements of the Company for the fiscal year ended December 31, 2004, and without giving effect to any changes thereto or in the interpretation or application thereof (including without limitation any changes in, or in the interpretation or application of, FAS 140 or FIN 46(R)) after such date in the preparation of its public financial statements.

“ Government Sponsored Enterprises ”:  the collective reference to (i) the Federal Home Loan Mortgage Corp. (Freddie MAC) and (ii) the Federal National Mortgage Association (Fannie Mae).

“ Governmental Authority ”:  any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“ Guarantors ”:  the wholly owned, first-tier and second-tier Subsidiaries of the Company listed on Schedule II and each other Subsidiary of the Company that executes and delivers a guaranty pursuant to subsection 5.12 or otherwise executes and delivers a guaranty or guaranty supplement in form and substance reasonably satisfactory to the Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents.

“ Guaranty ”:  a subsidiary guaranty substantially in the form of Exhibit F hereto, executed by each of the Guarantors listed on Schedule II, together with each other guaranty and guaranty

7

supplement delivered by a Guarantor, in each case as amended, amended and restated, supplemented or otherwise modified.

“ Guarantee ”:  as to any Person, any financial obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The value of any Guarantee of any Person shall be determined by reference to the carrying value of such Guarantee, with the “carrying value” being determined in a manner consistent with the carrying value of Guarantees as reflected on the Company’s financial statements delivered pursuant to subsection 5.1.

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

“ Hybrid Capital ”:  “hybrid capital” instruments issued to GMAC on the Closing Date on terms reasonably acceptable to the Arrangers in an aggregate liquidation amount not to exceed $250,000,000.

“ Immaterial Subsidiary ”:  any direct or indirect Subsidiary of the Company (a) whose total net assets, together with the total net assets of all of its Subsidiaries, constitute less than 5% of the total consolidated net assets of the Company and its Subsidiaries or (b) whose total net income, together with the total net income of all of its Subsidiaries, constitute less than 5% of the total consolidated net income of the Company and its Subsidiaries, all as determined in accordance with GAAP.

“ Indebtedness ”:  as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (but excluding any such items to the extent accounted for under ARB 51, FAS 66 or FIN 46(R) in each case in relation to the Company’s affordable tax credit syndication business):

(a)  all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, convertible securities (to the extent that they have put provisions that are exercisable during the term of this Agreement) or other similar instruments;

(b)  all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)  all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(d)  indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements) , whether or not such indebtedness shall have been assumed by such Person or is limited in recourse ;

(e)  capitalized leases;

8

(f)  all Synthetic Debt (other than recourse factoring of receivables);

(g)  all Guarantees of such Person in respect of any of the foregoing; and

(h)  all obligations of such Person under Hedge Agreements.

Notwithstanding anything to the contrary herein, any obligation that is non-recourse to any such Person other than to specified assets of such Person shall not be deemed Indebtedness of such Person under this definition.

Notwithstanding anything to the contrary contained in the foregoing, in no event shall “Indebtedness” for any purposes of this Agreement include any “Mezzanine Equity” or more than 25% of any obligations in respect of Hybrid Capital as to which equity credit is given by Moody’s or S&P, in each case, unless and until such time as such equity or instruments become repayable or redeemable on a mandatory basis in accordance with the terms thereof.

“ Indebtedness Factor ”:  for each of the Specified Subsidiaries and Specified Asset Categories listed below, the amounts set forth opposite thereto:

“ Index Debt ”:  the Company’s long-term senior unsecured Indebtedness.

“ Initial Maturity Date ”:  March 23, 2008.

“ Interest Payment Date ”:  (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the date such Loan is paid in full, (b) as to any Eurodollar Loan, the last day of the Interest Period applicable thereto and (c) as to any Eurodollar Loan, having an Interest Period longer than three months or 90 days, as the case may be, each day which is three months or 90 days, as the case may be, after the first day of the Interest Period applicable thereto; provided that in addition to the foregoing, each of (x) the date upon which the Loans have been paid in full shall constitute an “Interest Payment Date” and (y) the Maturity Date shall be deemed to be an “Interest Payment Date” with respect to any interest which is then accrued hereunder.

“ Interest Period ”:  with respect to any Eurodollar Loan:

9

(a)  initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter or, to the extent available to all applicable Lenders, one-week, nine or twelve months thereafter, as selected by the Company in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and

(b)  thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter or, to the extent available to all applicable Lenders, nine or twelve months thereafter, as selected by the Company by irrevocable notice to the Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;

provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

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

(b)  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

Notwithstanding anything to the contrary contained in this Agreement, no Interest Period for Loans shall be selected by the Company which ends on a date after the Maturity Date.

“ Investors ”:  the Equity Investors and the management, officers and employees of the Company or any Subsidiary as of the Closing Date who are or become investors in the Company.

“ Lenders ”:  as defined in the preamble hereto.

“ Lien ”:  any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

“ Loan ”:  as defined in subsection 2.1.

“ Loan Documents ”:  this Agreement, each Note and the Guaranty.

“ Loan Parties ”:  the Company and the Guarantors.

“ London Banking Day ”:  any day on which banks in London are open for general banking business, including dealings in foreign currency and exchange.

“ Majority Lenders ”:  at any time, Lenders holding or owed at least a majority in interest of the sum of the aggregate principal amount of all Commitments or Loans outstanding.

“ Material Adverse Effect ”:  a material adverse effect on (a) the financial condition of the Company and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or the rights or remedies of the Agent and the Lenders hereunder.

10

“ Maturity Date ”:  as applicable, (a) if the maturity of the Facility has not been extended in accordance with subsection 4.1, the Initial Maturity Date or (b) if the maturity of the Facility has been extended in accordance with subject to subsection 4.2, the Extended Maturity Date.

“ Mezzanine Equity ”:  “mezzanine” or “temporary” equity issued to members of management of the Company which the Company can become obligated to redeem only upon the death or disability of the holder thereof.

“ Moody’s ”:  Moody’s Investors Service, Inc. and its successors.

“ Multiemployer Plan ”:  a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is making or accruing an obligation to make contributions, or in respect of which the Company or any ERISA Affiliate has liability under Section 4212 of ERISA.

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

1.             “ Net Cash Proceeds ”:  in respect of the issuance or incurrence of Debt by any Person, the excess of (a) the sum of the cash and cash equivalents received in connection with such incurrence or issuance over (b) the underwriting discounts and commissions or other similar payments, and other out-of-pocket costs, fees, commissions, premiums and expenses incurred by such Person in connection with such incurrence or issuance to the extent such amounts were not deducted in determining the amount referred to in clause (a).

2.             “ Non-Consenting Lender ”:  in the event that the Majority Lenders have agreed to any consent, waiver or amendment pursuant to subsection 9.1 that requires the consent of the Majority Lenders, any Lender who is entitled to agree to such consent, waiver or amendment but who does not so agree.

“ Non-Excluded Taxes ”:  as defined in subsection 2.15(a).

“ Non-Executing Banks ”:  as defined in subsection 9.8(b).

“ Non-US Lender ”:  as defined in subsection 2.15(b).

“ Note ”:  as defined in subsection 9.6(d).

“ Participant ”:  as defined in subsection 9.6(c).

“ Patriot Act ”:  as defined in subsection 9.14.

“ Payment Office ”:  for each Type of Loan, the Payment Office set forth in respect thereof in the Administrative Schedule.

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

11

“ Permanent Securities ”:  any public issuance or private placement of unsecured debt securities by the Company or its Subsidiaries (other than (x) any Designated Borrower organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, solely to the extent that the repatriation of the proceeds therefrom would give rise to adverse tax consequences, (y) any Subsidiary organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia that is not a Designated Borrower, and (z) any Specified Subsidiary) having a maturity of two years or more, in each case to the extent that the aggregate amount for all such issuances or placements exceeds $100,000,000.

“ Permitted Receivables Financing ”:  the limited recourse sale or financing of any real estate receivables and mortgage notes and related security by the Company or any of its Subsidiaries in connection with the sale, securitization or syndication thereof (including for purposes of this definition planned sales, securitizations or syndications scheduled (in the ordinary course of business consistent with past practice) for execution within 60 days), which sale, securitization or syndication is (a) (i) with recourse only to the extent usual and customary in asset securitization transactions for companies with credit characteristics similar to those of the Company or such Subsidiary and (ii) consistent with past practice or prudent business practice or (b) is otherwise upon terms and conditions reasonably satisfactory to the Agent.

“ Permitted Receivables Subsidiary ”:  any single purpose Subsidiary engaged principally in a Permitted Receivables Financing.

“ Person ”:  an individual, partnership, corporation, company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

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

“ Purchase Agreement ”:  that certain Stock Purchase Agreement dated as of August 2, 2005, as amended, among General Motors Acceptance Corporation, GMAC Mortgage Group, Inc., GMAC Commercial Holding Corp. and GMACCH Investor LLC, as amended, supplemented or otherwise modified from time to time.

“ Qualifying IPO ”:  the issuance by the Company or a direct or indirect corporate parent thereof of its common equity interests in an underwritten primary and/or secondary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act of 1933.

“ Receivable ”:  any right of payment from or on behalf of any obligor (including mortgagor), whether constituting an account, chattel paper, instrument, general intangible or otherwise, acquired or arising from the financing or leasing by the Company or any of its Subsidiaries of property or services, and monies due thereunder, security interests in the property and services financed or leased thereby and any and all other related rights.

12

“ Reference Lenders ”:  Citibank, JPMorgan Chase Bank, N.A. and Deutsche Bank AG New York Branch.

“ Register ”:  as defined in subsection 9.6(b)(iv).

“ Requirement of Law ”:  as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ S&P ”:  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“ Senior Credit Facility ”:  the $5,500,000,000 Credit Agreement dated as of March 23, 2006 among the Company, the subsidiaries of the Company party thereto, Citibank, as Agent, and the Lenders referred to therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

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

6.             “ Specified Asset Categories ”:  the collective reference to (i) Specified Mortgage Loan Interests and , (ii) Specified Loans and Securities and (iii) cash and Cash Equivalents .

7.             “ Specified Loans and Securities ”:  all fixed and floating rate mortgage loan interests and highly-rated securities which are not owned by any Specified Subsidiary and (a) are direct obligations of any Government Sponsored Enterprise or the United States government or any agency thereof and backed by the full faith and credit of the United States or (b) are obligations that any Government Sponsored Enterprise or the United States government or any agency thereof backed by the full faith and credit of the United States has guaranteed or committed to purchase or (c) are rated, on a long-term basis, at least “A-” by S&P, “A3” by Moody’s or “A-” by Fitch.

8.             “ Specified Mortgage Loan Interests ”:  all fixed and floating rate mortgage loan interests that are not owned by any Specified Subsidiary and either (a) have a debt service coverage ratio (as determined in compliance accordance with the Company’s underwriting credit rating standards as in effect on of the date hereof Company ) of at least 1.20 : to 1.00 and a loan to value ratio (as determined in compliance accordance with the Company’s underwriting standards as in effect on of the date hereof Company ) of no not greater than 80% according to the loan underwriting files used by the Company to manage such assets, and/or (b) are loan interests that have been targeted for , or are the subject of, a sale,

13

securitization or syndication transaction which has previously closed or which is scheduled (in the ordinary course of business consistent with past practice) for execution within 60 180 days.

9.             “ Specified Subsidiaries ”:  the collective reference to (i) GMAC Commercial Mortgage Bank, an institution chartered under the laws of the State of Utah, (ii) Escrow Bank USA, an institution chartered under the laws of the State of Utah, (iii) GMAC Commercial Mortgage Bank Europe plc, an Irish licensed bank and (iv) any Subsidiary of any of the foregoing.

“ Sub-Agent ”:  any Affiliate of the Agent as may be designated in writing to the Company.

“ Subsidiary ”:  as to any Person, any corporation, limited liability company, partnership or other similar entity, of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person, or by one or more Subsidiaries, or by such Person and one or more Subsidiaries.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

“ Surviving Indebtedness ”:  Indebtedness of the Company and each of its Subsidiaries outstanding immediately before and after the Closing Date and set forth on Schedule IV hereto.

“ Syndication Agent ”:  as defined in the preamble hereto.

“ Synthetic Debt ”:  with respect to any Person, without duplication of any clause within the definition of “Indebtedness,” all (a) obligations of such Person under any lease that is treated as an operating lease for financial accounting purposes and a financing lease for tax purposes (i.e., a “synthetic lease”), (b) obligations (other than syndication proceeds in the ordinary course) of such Person in respect of transactions entered into by such Person (other than deposit liabilities), the proceeds from which would be reflected on the financial statements of such Person in accordance with GAAP as cash flows from financings at the time such transaction was entered into (other than as a result of equity contributions or the issuance of equity interests) and (c) obligations of such Person in respect of other transactions entered into by such Person that are not otherwise addressed in the definition of “Indebtedness” or in clause (a) or (b) above that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing).

“Taxes”: as defined in subsection 2.15(a).

“ Total Capitalization ”:  as of any date of determination, (a) the sum of (i) Total Consolidated Indebtedness and (ii) consolidated shareholders’ equity of the Company and its Subsidiaries as determined in accordance with GAAP applied on a consistent basis (it being understood and agreed that, without limiting the generality of the foregoing, “consolidated shareholders’ equity” as used in this definition shall include Mezzanine Equity and 75% of the amount of any Hybrid Capital as to which equity credit is given by Moody’s or S&P (including, for the avoidance of doubt, any back-to-back instruments in respect thereof), in each case unless and until such time as such equity or instruments become repayable or redeemable on a mandatory basis in accordance with the terms thereof), less (b) the aggregate amount of

14

Attributed Equity of all Banking and Market Destined Assets (excluding, solely for purposes of calculating the ratio at any time of Total Consolidated Indebtedness to Total Capitalization and determining compliance with Sections 6.1 and 6.4(g), the Attributed Equity of Banking and Market Destined Assets comprising cash and Cash Equivalents, to the extent that such assets are classified as Banking and Market Destined Assets pursuant to clause (a) of the definition thereof) .

“ Total Consolidated Indebtedness ”:  as of any date of determination, (a) the sum of (i) all indebtedness for borrowed money of the Company and its Subsidiaries on a consolidated basis as reflected on the consolidated balance sheet of the Company as determined in accordance with GAAP applied on a consistent basis (but in any event excluding Mezzanine Equity and 75% of the amount of any obligations in respect of any Hybrid Capital as to which equity credit is given by Moody’s or S&P (including, for the avoidance of doubt, any back-to-back obligations in respect thereof), in each case unless and until such time as such equity or instruments become repayable or redeemable on a mandatory basis in accordance with the terms thereof) and (ii) Indebtedness of the type described in clause (f)  of the definition thereof (but in any event excluding Mezzanine Equity and 75% of the amount of any obligations in respect of any Hybrid Capital as to which equity credit is given by S&P or Moody’s (including, for the avoidance of doubt, any back-to-back obligations in respect thereof), in each case unless and until such time as such equity or instruments become repayable or redeemable on a mandatory basis in accordance with the terms thereof) and (g) of the definition thereof, and provided that in the case of such clause (g), such Guarantees shall be included for purposes of this definition only to the extent they are guarantees of, and only in the amount of, any Indebtedness referred to in clauses (i) and (ii) of this clause (a)) of the Company and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP applied on a consistent basis, less (b) the aggregate amount of Attributed Indebtedness with respect to all Banking and Market Destined Assets (excluding, solely for purposes of calculating the ratio at any time of Total Consolidated Indebtedness to Total Capitalization and determining compliance with Sections 6.1 and 6.4(g), the Attributed Indebtedness with respect to Banking and Market Destined Assets comprising cash and Cash Equivalents, to the extent that such assets are classified as Banking and Market Destined Assets pursuant to clause (a) of the definition thereof) .

“ Transferee ”:  as defined in subsection 9.6(g).

“ Treaty on European Union ”:  the Treaty of Rome of March 25, 1957, as amended by the Single European Act of 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into effect on November 1, 1993), as amended from time to time.

“ Type ”:  as to any Loan, its nature as an Base Rate Loan or Eurodollar Loan.

“ US Tax Compliance Certificate ”:  as defined in subsection 2.15(b).

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

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

15

(a)  As used herein, and any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Company and its Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

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

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

SECTION 2.   AMOUNT AND TERMS OF THE FACILITIES

2.1.  Commitments .  Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (a “ Loan ”) to the Company on the Closing Date in an aggregate amount not to exceed the amount of the Commitment of such Lender.  Each Borrowing shall consist of Loans made simultaneously by the Lenders ratably according to their Commitments.  Amounts borrowed under this subsection 2.1 and repaid or prepaid may not be reborrowed.  The Loans shall be made in Dollars and may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans, in each case as determined by the Company and notified to the Agent in accordance with subsection 2.5.

2.2.  Procedure for Borrowing .  Each Borrowing shall be made upon irrevocable notice to the Agent given not later than (x) 12:00 Noon (New York City time) on the third Business Day prior to the Closing Date in the case of a Borrowing consisting of Eurodollar Loans and (y) 10:00 A.M. (New York City time) on the Closing Date in the case of a Borrowing consisting of Base Rate Loans, specifying, in each case, (A) the amount to be borrowed, (B) the requested borrowing date, (C) the Type of Loans and (D) if the borrowing is to be entirely or partly of Eurodollar Loans, the initial Interest Period therefor.  Upon receipt of such notice from the Company, the Agent shall promptly notify each Lender.  Each Lender will make the amount of its pro rata share of the Borrowing available to the Agent for the account of the Company at the Funding Office, and at or prior to 1:00   P.M. on the Closing Date in funds immediately available to the Agent.  The Borrowing will then immediately be made available to the Company by the Agent crediting the account of the Company on the books of such Funding Office with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

2.3.  Termination or Reduction of Commitments .  The aggregate Commitments shall be automatically and permanently reduced to zero on the date of the Borrowing.

2.4.  Prepayments .  (b) Optional .  The Company may, at any time and from time to time, prepay the Loans, in whole or in part, without premium or penalty (but subject to the provisions of subsection 2.16), (i) in the case of Base Rate Loans, upon irrevocable notice to the Agent not later than 11:00 A.M. on the date of such prepayment and (ii) in the case of Eurodollar Loans, upon at least two Business Days’ irrevocable notice to the Agent, in each case specifying the date and amount of prepayment and the Type or Types of the Loans being prepaid, and, if of a combination of Types, the amount allocable to each.  Upon receipt of any such notice the Agent shall promptly notify each Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsection 2.16 and accrued interest to such date on the amount prepaid.  Amounts prepaid on account of the Loans may not be reborrowed. 

16

Partial prepayments shall be in an aggregate principal amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof.

(a)   Mandatory .

(i)  The Company shall, on the Initial Maturity Date, prepay an aggregate amount of the Loans equal to the excess, if any, of (A) the aggregate principal amount of the Loans then outstanding over (B) $2,625,000,000, such amount to be applied ratably to the outstanding principal amount of the Loans then owing to the Lenders.

(ii)  The Company shall, within five Business Days following the receipt by the Company or any of its Subsidiaries of any Net Cash Proceeds from the issuance or incurrence of any Permanent Securities, prepay the Loans in an amount equal to such Net Cash Proceeds, such amount to be applied ratably to the outstanding principal amount of the Loans then owing to the Lenders; provided that, notwithstanding the foregoing, if the Company shall have prepaid the Loans by at least $1,500,000,000 in the aggregate prior to the first issuance of Permanent Securities after the Closing Date, then the Company shall, within five Business Days following the receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the issuance or incurrence of any Permanent Securities (such Net Cash Proceeds, “ “ Securities Proceeds ” “ ), prepay the Loans as follows (all such prepayments to be applied ratably to the outstanding principal amount of the Loans then owing to the Lenders):

(A)          100% of Securities Proceeds shall be applied to prepay the Loans, up to an aggregate amount of $1,500,000,000 of prepayments from all Securities Proceeds pursuant to this clause (A);

(B)           50% of Securities Proceeds (if any) in excess of an aggregate of $1,500,000,000 (for all Permanent Securities) shall be applied to prepay the Loans, up to an aggregate amount of $750,000,000 of prepayments from all Securities Proceeds pursuant to this clause (B); and

(C)           100% of Securities Proceeds (if any) in excess of an aggregate of $3,000,000,000 (for all Permanent Securities) shall be applied to prepay the Loans.

2.5.  Conversion and Continuation Options .  (c)The Company may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Agent at least one Business Day’s prior irrevocable notice of such election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto.  The Company may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Agent at least three Business Days’ prior irrevocable notice of such election.  Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor.  Upon receipt of any such notice the Agent shall promptly notify each Lender thereof.  All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Agent has or the Majority Lenders have determined that such conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Date.

(a)  Any Eurodollar Loans may be continued as Eurodollar Loans upon the expiration of the then current Interest Period with respect thereto by the Company giving notice to the Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that (i) no Eurodollar

17

Loan may be continued as such when any Event of Default has occurred and is continuing and the Agent has or the Majority Lenders have determined that such continuation is not appropriate and (ii) no Eurodollar Loan or may be continued as such after the date that is one month prior to the Maturity Date and provided , further , that if (A) the Company shall fail to give any required notice as described above in this paragraph, such Eurodollar Loans shall be continued on the last day of the then current Interest Period as Eurodollar Loans with an Interest Period of one month and (B) if such continuation is not permitted pursuant to the preceding proviso any such Eurodollar Loans shall be automatically converted to Base Rate Loans.

2.6.  Minimum Amounts of Eurodollar Borrowings; Interest Periods .  All conversions and continuations of Loans hereunder and all selections of Interest Periods for Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, there shall not be more than an aggregate of 10 Eurodollar Borrowings outstanding at any one time in respect of the Facility.

2.7.  Repayment of Loans; Evidence of Debt .  (d)The Company shall repay the aggregate outstanding principal amount of the Loans made to the Company to the Agent for the ratable account of the Lenders on the Maturity Date (or such earlier date as the Loans become due and payable pursuant to Section 7).

(a)  The Company hereby further agrees to pay interest in immediately available funds at the office of the Agent on the unpaid principal amount of each Loan made to the Company from time to time from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in subsection 2.8.

(b)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to the appropriate Funding Office of such Lender resulting from each Loan made by such Funding Office of such Lender from time to time, including the amounts of principal and interest payable and paid to such Funding Office of such Lender from time to time under this Agreement.

(c)  The Agent shall maintain the Register pursuant to subsection 9.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and