Exhibit 10.1

EXECUTION COPY

$5,500,000,000 CREDIT AGREEMENT

Among

CAPMARK FINANCIAL GROUP INC.,

THE DESIGNATED BORROWERS NAMED HEREIN,

The Several Lenders
from Time to Time Parties Hereto,

CITIBANK, N.A.,
as Administrative Agent,

J.P. MORGAN SECURITIES INC.,
as Syndication Agent

CREDIT SUISSE,

DEUTSCHE BANK SECURITIES INC.,
GOLDMAN SACHS CREDIT PARTNERS L.P.,

- and -

THE ROYAL BANK OF SCOTLAND PLC ,
as Documentation Agents

Dated as of March 23, 2006

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,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Table of Contents

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CREDIT AGREEMENT, dated as of March 23, 2006, among:

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

(b)                                  certain Subsidiaries of the Company listed on Schedule 2.8 or that may hereafter become a party hereto pursuant to subsection 2.8 (each a “ Designated Borrower ” and, together with the  Company, the “ Borrowers ” and, each a “ Borrower ”);

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

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

(e)                                   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 ”);

(f)                                     the Lenders from time to time parties to this Agreement in the capacities as issuers of letters of credit; and

(g)                                  CITIBANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, together with its affiliates and any sub-agent appointed pursuant to the terms of this Agreement, 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.

“ Acceptance Fee ”:  as defined in subsection 2.5(d).

“ Acceptance Note ”:  as defined in subsection 2.5(f)(ii).

“ Acceptance Note Lender ”:  as defined in subsection 2.5(f)(i).

“ 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.

“ Additional Lender ”:  as defined in subsection 2.1(b)(ii).

“ Additional Lender Supplement ”:  as defined in subsection 2.1(b)(ii).

“ Administrative Schedule ”:  Schedule IV 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. To the extent that the Agent has appointed a Sub-Agent to perform its obligations under this Agreement in respect of any Facility, each reference to “the Agent” contained in this Agreement with respect to such Facility shall be deemed to be a reference to such Sub-Agent to the extent applicable.

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

“ Applicable Borrowing Minimum ”:  (a) in respect of Revolving Credit Loans denominated in Dollars, $5,000,000 and (b) in respect of Loans in any Available Foreign Currency, the amount set forth as the “Applicable Borrowing Minimum” for such Currency on the Administrative Schedule.

“ Applicable Borrowing Multiple ”:  (a) in respect of Revolving Credit Loans denominated in Dollars, $1,000,000 and (b) in respect of Loans denominated in any Available Foreign Currency, the amount set forth as the “Applicable Borrowing Multiple” for such Currency on the Administrative Schedule.

“ Applicable Margin ”:  as defined in subsection 2.14(h).

“ Applicable Revolving Credit Commitment ”:  as to any Lender, such Lender’s Canadian Revolving Credit Commitment, Irish Revolving Credit Commitment, US Revolving Credit Commitment or Japanese Revolving Credit Commitment, as the context requires.

“ Applicant Borrower ”:  as defined in subsection 2.8(b).

“ Approved Fund ”:  as defined in subsection 10.7(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 10.7(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

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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.

“ Available Foreign Currencies ”:  Euro, Pounds Sterling, Yen and, in the case of the Canadian Revolving Credit Facility, Canadian Dollars.

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

“ Available Revolving Credit Commitment ”:  as to any Revolving Credit Lender under any Revolving Credit Facility at any time, the excess, if any, of such Lender’s Applicable Revolving Credit Commitment over such Lender’s Revolving Credit Usage in respect of the applicable Revolving Credit Facility.

“ BA Discount Proceeds ”:  proceeds in respect of any Bankers’ Acceptance to be purchased by a Lender on any day under subsection 2.5 in an amount (rounded to the nearest whole Canadian cent, and with one-half of one Canadian cent being rounded up) calculated on such day by dividing:

(a)                                   the Face Amount of such Bankers’ Acceptance; by

(b)                                  the sum of one plus the product of:

(i)                                      the BA Discount Rate (expressed as a decimal) applicable to such Bankers’ Acceptance; and

(ii)                                   a fraction, the numerator of which is the number of days in the term of such Bankers’ Acceptance commencing on the date of acceptance of the Bankers’ Acceptance and ending on, but excluding, its BA Maturity Date, and the denominator of which is 365;

with such product being rounded up or down to the fifth decimal place and .000005 being rounded up.

“ BA Discount Rate ”:  in respect of a Bankers’ Acceptance, the rate determined by the Agent on any date as the average of the per annum discount rates for Canadian Dollar bankers’ acceptances having a comparable term and Face Amount appearing on the Reuters Screen CDOR Page (or such other page as is a replacement page therefor) at 10:00 A.M. (Toronto time) on the date of the acceptance of such Bankers’ Acceptance to be accepted by a Canadian Revolving Credit Lender that is a Schedule I Bank or if such date is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Agent after 10:00 A.M. (Toronto time) to reflect any error in any posted rate or in the posted average annual rate (the “ CDOR Rate ”),

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and in the case of Bankers’ Acceptances to be accepted by a Canadian Revolving Credit Lender that is a Schedule II Bank or a Schedule III Bank, the lesser of (a) the  bid rate quoted by such Lender for its own bankers’ acceptances of a comparable term and Face Amount with effect as at or about 10:00 A.M. (Toronto time) on the applicable date of determination and (b) the CDOR Rate  plus 10 bps. If per annum discount rates for Canadian Dollar bankers’ acceptances do not appear on the Reuters Screen CDOR Page at such time, the CDOR Rate shall be determined by the Agent at or about 10:00 A.M. (Toronto time) on the date of acceptance of such Bankers’ Acceptance as the average of the discount rates quoted by such Schedule I Banks as the Agent considers reasonable at which such Schedule I Banks would, in accordance with their normal practice, purchase on such date their own bankers’ acceptances with a term and Face Amount comparable to the terms and Face Amount of the Bankers’ Acceptances to be issued.

“ BA Maturity Date ”:  with respect to any Bankers’ Acceptance, the date that is 30, 60, 90 or 180 days, as the applicable Canadian Revolving Credit Borrower may elect in the applicable notice of Canadian Revolving Credit Borrowing, after the date of issuance of such Bankers’ Acceptance specified in such notice of Canadian Revolving Credit Borrowing; provided that:

(a)                                   any BA Maturity Date that would otherwise fall on a day which is not a Business Day shall be extended to the next succeeding Business Day, and

(b)                                  no BA Maturity Date with respect to a Bankers’ Acceptance purchased or accepted by any Canadian Revolving Credit Lender may fall after the Termination Date of such Canadian Revolving Credit Lender.

“ Bankers’ Acceptance ” or “ BA ”:  a non-interest bearing bill of exchange (within the meaning of the Bills of Exchange Act (Canada)) or a depository bill (within the meaning of the Depository Bills and Notes Act (Canada)), as applicable, drawn by the applicable Designated Borrower which is a Canadian Revolving Credit Borrower and accepted by a Canadian Revolving Credit Lender at a Canadian Revolving Credit Borrower’s request as a Borrowing hereunder, in such form as the Agent may from time to time require.

“ 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.

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“ Base Rate Loans ”:  Revolving Credit Loans or Term Loans (in each case, denominated in Dollars) bearing interest at a rate determined by reference to the Base Rate.

“ Benefitted Lender ”:  as defined in subsection 10.8.

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

“ Borrowers ”:  as defined in the preamble hereto.

“ Borrowing ”:  a Revolving Credit Borrowing, a Term Borrowing, a Swing Line Borrowing or a Yen Swing Line Borrowing.

“ Bridge Facility ”:  the $5,250,000,000 Bridge Loan Agreement dated as of March 23, 2006 among the Company, Citicorp North America, Inc., as Bridge Agent, and the Bridge Lenders referred to therein, as amended to the extent permitted under the Loan Documents.

“ Business Day ”:  (a) when such term is used in respect of any amounts denominated or to be denominated in (i) any Available Foreign Currency, 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 (w) the city which is the principal financial center of the country of issuance of such Available Foreign Currency, (x) in the case of Canadian Dollars only, Toronto, Canada, (y) in the case of Euros only, London, England and (z) New York City and (ii) Dollars, (x) in the case of a Eurocurrency Loan, any fundings, disbursements, payments and settlements in respect of any such Eurocurrency Loan, or any other dealings to be carried out pursuant to any Loan Document in respect of any such Eurocurrency 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 (y) in the case of a 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 and (b) when such term is used for the purpose of determining the date on which the Eurocurrency Rate is determined under this Agreement for any Loan denominated in Euros for any Interest Period therefor and for purposes of determining the first and last day of any Interest Period, references in this Agreement to Business Days shall be deemed to be references to Target Operating Days.

“ Canadian Dollars ”:  the lawful money of Canada.

“ Canadian Prime Rate ”:  for any day, a rate per annum equal to the higher of (a) the rate of interest per annum established by Citibank Canada as the reference rate of interest then in effect for determining interest rates on commercial loans denominated in Canadian Dollars made by it in Canada and (b) the sum of ½ of 1% plus the one-month CDOR Rate for such day.

“ Canadian Prime Rate Loan ”:  a Revolving Credit Loan available to a Canadian Revolving Credit Borrower, denominated in Canadian Dollars and bearing interest based on the Canadian Prime Rate as further set forth in subsection 2.14(b).

“ Canadian Revolving Credit Borrower ”:  (a) in the case of Eurocurrency Loans and Base Rate Loans under the Canadian Revolving Credit Facility, each US Borrower and (b) in the case of Canadian Prime Rate Loans and Bankers’ Acceptances, each Designated Borrower listed on

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Part A of Schedule 2.8 and each Subsidiary of the Company organized under the laws of Canada or a jurisdiction thereof that becomes a Designated Borrower under the Canadian Revolving Credit Facility pursuant to subsection 2.8 after the Closing Date.

“ Canadian Revolving Credit Borrowing ”:  a group of Canadian Revolving Credit Loans of a single Type and in the same Currency made by the Canadian Revolving Credit Lenders, as the case may be, on a single date and, if applicable, as to which a single Interest Period is in effect.

“ Canadian Revolving Credit Commitment ”:  as to any Canadian Revolving Credit Lender at any time, the obligation of such Lender to make Canadian Revolving Credit Loans in an aggregate amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “Canadian Revolving Credit Commitment”, as such amount may be increased or reduced from time to time in accordance with the provisions of this Agreement.

“ Canadian Revolving Credit Commitment Percentage ”:  as to any Canadian Revolving Credit Lender at any time, the percentage which such Lender’s Canadian Revolving Credit Commitment then constitutes of the aggregate Canadian Revolving Credit Commitments (or, at any time after the Canadian Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Canadian Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Canadian Revolving Credit Loans then outstanding).

“ Canadian Revolving Credit Facility ”:  in an initial amount of $400,000,000 or, at any time, the aggregate amount of the Canadian Revolving Credit Lenders’ Canadian Revolving Credit Commitments at such time.

“ Canadian Revolving Credit Lender ”:  a Lender that has a Canadian Revolving Credit Commitment (with respect to which such Lender (or its designated Affiliate for purposes of making Loans in Canadian Dollars to Canadian Revolving Credit Borrowers domiciled in Canada) is a Schedule I Bank, a Schedule II Bank, a Schedule III Bank or a Person otherwise established under the laws of Canada or any province or territory thereof that is authorized to carry on business in Canada pursuant to Part XII of the Bank Act (Canada)) or an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada).

“ Canadian Revolving Credit Loan ”:  a revolving credit loan under the Canadian Revolving Credit Facility or the purchase of a Bankers’ Acceptance under the Canadian Revolving Credit Facility and made by a Canadian Revolving Credit Lender for the account of a Canadian Revolving Credit Borrower as part of a Canadian Revolving Credit Borrowing.

“ Canadian Sub-Agent ”:  has the meaning specified in subsection 2.5(b)(i).

“ CCAA ”:  the Companies’ Creditors Arrangement Act (Canada).

“ CDOR Rate ”:  has the meaning specified in the definition of “BA Discount Rate” contained in this subsection 1.1.

“ 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

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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) 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 10.7(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).

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

“ Commitment ”:  a Revolving Credit Commitment, a Term Commitment, a Letter of Credit Commitment, a Swing Line Commitment or a Yen Swing Line Commitment, as applicable.

“ Commitment Increase Supplement ”:  as defined in subsection 2.1(b)(ii).

“ Commitment Period ”:  the period from and including the date hereof to but not including the Termination Date or such earlier date on which the Commitments shall terminate as provided herein.

“ 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.

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“ Currencies ”:  the collective reference to Dollars and the Available Foreign Currencies.

“ 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 ”:  as defined in the preamble hereto.

“ Designated Borrower Notice ”: as defined in subsection 2.8(b).

“ Designated Borrower Request and Assumption Agreement ”: as defined in subsection 2.8(b).

“ Designated Lenders ”:  as defined in subsection 10.9(c).

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

“ 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.

“ Equivalent ”:  in determining any amount (a) in Dollars of any amount in any Available Foreign Currency or other foreign currency on any date means such amount in such Available Foreign Currency or other foreign currency multiplied by (x) in the case of any foreign currency other than Yen borrowed in Japan, the quoted spot rate at which the Agent’s principal office in London offers to exchange Dollars for such Available Foreign Currency or other foreign currency in London prior to 11:00 A.M. (London time) on such date or (y) in the case of Yen borrowed in Japan, the quoted spot rate at Citibank N.A. Tokyo prior to 10:00 A.M. (Tokyo) time on such date and (b) in any Available Foreign Currency or other foreign currency of any amount in Dollars on any date means such amount in Dollars multiplied by (x) in the case of any foreign currency other than Yen borrowed in Japan, the quoted spot rate at which the Agent’s principal office in London offers to exchange such Available Foreign Currency or other foreign currency for Dollars in London prior to 11:00 A.M. (London time) on such date or (y) in the case of Yen borrowed in Japan, by the quoted spot rate at Citibank N.A. Tokyo prior to 10:00 A.M. (Tokyo) time on such date.

“ 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 Borrowers’ controlled group, or under common control with the Borrowers, within the meaning of Section 414(b) or (c) of the Code.

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“ 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.

“ EURIBO Rate ”:  for any Interest Period, the rate appearing on Page 248 of the Moneyline Telerate Service (or on any successor or substitute page of such Service or of any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euros by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euros) at approximately 10:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euros with a maturity comparable to such Interest Period or, if for any reason such rate is not available, the average of the respective rates per annum at which deposits in Euros are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal, in the case of a Revolving Credit Borrowing, to such Reference Bank’s Eurocurrency Rate Loans comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period.

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

“ Eurocurrency Loan ”:  any Eurocurrency Revolving Credit Loan or Eurocurrency Term Loan.

“ Eurocurrency Rate ”:  with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, (a) in the case of any Eurocurrency Loans denominated in Dollars or any Available Foreign Currency (other than Euros), the rate of interest determined on the basis of the rate for deposits in Dollars or such Available Foreign Currency, respectively, 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 or (b) in the case of any Eurocurrency Loans denominated in Euros, the EURIBO Rate. In the event that such rate does not appear on Page 3750 of the Telerate Service (or otherwise on such service), the “ Eurocurrency Rate ” shall be determined by reference to such other publicly available service for displaying eurocurrency rates as may be agreed upon by the Agent and the Company or, in the absence of such agreement, the “ Eurocurrency 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

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the applicable Currency 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 eurocurrency market where the eurodollar and foreign currency and exchange operations in respect of its Eurocurrency 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 Eurocurrency Loan to be outstanding during such Interest Period.

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

“ Eurocurrency Reserve Requirements ”:  for any day as applied to a Eurocurrency 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 eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of such Board) maintained by a member bank of such System.

“ Eurocurrency Revolving Credit Loan ”:  any Revolving Credit Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.

“ Eurocurrency Term Loan ”:  any Term Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.

“ Euros ” and “ € ”:  the single currency of the participating members of the European Union.

“ 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.

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“ Face Amount ”:  with respect of any Bankers’ Acceptance or Acceptance Note, the amount payable to the holder of such Bankers’ Acceptance or Acceptance Note on its then existing BA Maturity Date.

“ Facility ”:  any Revolving Credit Facility, any Term Facility, the Letter of Credit Facility, the Swing Line Facility, or the Yen Swing Line Facility, as the context shall require; collectively, the “ Facilities .”

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

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

“ 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. and its successors.

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

“ Funding Time ”:  for each Type of Loan and each Currency, the Funding Time 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.

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“ 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 III 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 M hereto, executed by each of the Guarantors listed on Schedule III, together with each other guaranty and guaranty 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.

“ Guaranteed Obligations ”: as defined in subsection 8.1(a).

“ 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 of $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.

“ Increasing Lender ”:  as defined in subsection 2.1(b)(ii).

“ Incremental Commitment ”:  as defined in subsection 2.1(b)(ii).

“ 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

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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;

(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 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:

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

“ Interest Payment Date ”:  (a) as to any Base Rate Loan or Canadian Prime 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 Eurocurrency Loan, the last day of the Interest Period applicable thereto and (c) as to any Eurocurrency 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 Commitments under a Facility have been terminated and the Loans under such Facility have been paid in full shall constitute an “Interest Payment Date” with respect to such Facility and (y) the Termination 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 Eurocurrency Loan:

(a)  initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency 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 any Borrower 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 Eurocurrency 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 any Borrower 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 Eurocurrency 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 Revolving Credit Loans or Term Loans shall be selected by any Borrower which ends on a date after the Termination 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.

“ Irish Bank ”: either of (a) the holder of a license for the time being in force granted under section 9 of the Irish Central Bank Act 1971 or (b) an authorized credit institution under the terms of EU Council Directive 2000/12/EC of 20 March 2000 which has duly established a branch in

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Ireland or has made all necessary notifications to its home state competent authorities required thereunder in relation to its intention to carry on banking business in Ireland.

“ Irish Revolving Credit Borrower ”:  each US Borrower, each Designated Borrower listed on Part B of Schedule 2.8 and each Subsidiary of the Company incorporated under the laws of Ireland that becomes a Designated Borrower under the Irish Revolving Credit Facility pursuant to subsection 2.8 after the Closing Date.

“ Irish Revolving Credit Borrowing ”:  a group of Irish Revolving Credit Loans of a single Type and in the same Currency made by the Irish Revolving Credit Lenders, as the case may be, on a single date and, if applicable, as to which a single Interest Period is in effect.

“ Irish Revolving Credit Commitment ”:  as to any Irish Revolving Credit Lender at any time, the obligation of such Lender to make Irish Revolving Credit Loans in an aggregate amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “Irish Revolving Credit Commitment”, as such amount may be increased or reduced from time to time in accordance with the provisions of this Agreement.

“ Irish Revolving Credit Commitment Percentage ”:  as to any Irish Revolving Credit Lender at any time, the percentage which such Lender’s Irish Revolving Credit Commitment then constitutes of the aggregate Irish Revolving Credit Commitments (or, at any time after the Irish Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Irish Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Irish Revolving Credit Loans then outstanding).

“ Irish Revolving Credit Facility ”:  in an initial amount of $800,000,000 or, at any time, the aggregate amount of the Irish Revolving Credit Lenders’ Irish Revolving Credit Commitments at such time.

“ Irish Revolving Credit Lender ”:  a Lender that has an Irish Revolving Credit Commitment.

“ Irish Revolving Credit Loans ”:  as defined in subsection 2.1(a)(iii).

“ Irish Term Borrower ”:  the Company.

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

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

“ Irish Term Facility ”:  an initial amount of $400,000,000 or, at any time, the aggregate amount of the Irish Term Loan Lenders’ Irish Term Commitments or Irish Term Loans outstanding at such time.

“ Irish Term Loan ”:  as defined in subsection 2.2(b).

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“ Irish Term Loan Lender ”:  a Lender that has an Irish Term Commitment or an Irish Term Loan outstanding.

“ Issuance ”:  with respect to any Letter of Credit means the issuance, amendment, renewal or extension of such Letter of Credit.

“ Issuing Bank ”:  each Lender which has a Letter of Credit Commitment or any other Lender or any Assignee to which all or a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to subsection 10.7 so long as such Lender or Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Agent of its applicable issuing office (which information shall be recorded by the Agent ), for so long as such Issuing Bank, Lender or Assignee, as the case may be, shall have a Letter of Credit Commitment.

“ Japanese Borrower ”:  a Japanese Revolving Credit Borrower or a Japanese Term Borrower.

“ Japanese Revolving Credit Borrower ”:  each US Borrower, each Designated Borrower listed on Part D of Schedule 2.8 and each Subsidiary of the Company organized under the laws of Japan that becomes a Designated Borrower under the Japanese Revolving Credit Facility pursuant to subsection 2.8 after the Closing Date.

“ Japanese Revolving Credit Borrowing ”:  a group of Japanese Revolving Credit Loans of a single Type and in the same Currency made by the Japanese Revolving Credit Lenders, as the case may be, on a single date and, if applicable, as to which a single Interest Period is in effect.

“ Japanese Revolving Credit Commitment ”:  as to any Japanese Revolving Credit Lender at any time, the obligation of such Lender to make Japanese Revolving Credit Loans and of such Japanese Revolving Credit Lender and its Affiliates to purchase participating interests in Yen Swing Line Loans in an aggregate amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “Japanese Revolving Credit Commitment”, as such amount may be increased or reduced from time to time in accordance with the provisions of this Agreement.

“ Japanese Revolving Credit Commitment Percentage ”:  as to any Japanese Revolving Credit Lender at any time, the percentage which such Lender’s Japanese Revolving Credit Commitment then constitutes of the aggregate Japanese Revolving Credit Commitments (or, at any time after the Japanese Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Japanese Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Japanese Revolving Credit Loans then outstanding.

“ Japanese Revolving Credit Facility ”:  an initial amount of $1,200,000,000 or, at any time, the aggregate amount of the Japanese Revolving Credit Lenders’ Japanese Revolving Credit Commitments at such time.

“ Japanese Revolving Credit Lender ”:  a Lender that has a Japanese Revolving Credit Commitment.

“ Japanese Revolving Credit Loans ”:  as defined in subsection 2.1(a)(iv).

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“ Japanese Term Borrower ”:  GMAC Commercial Mortgage Funding Asia, K.K.

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

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

“ Japanese Term Facility ”:  an initial amount of $300,000,000 or, at any time, the aggregate amount of the Japanese Term Loan Lenders’ Japanese Term Commitments or Japanese Term Loans outstanding at such time.

“ Japanese Term Loan ”:  as defined in subsection 2.2(c).

“ Japanese Term Loan Lender ”:  a Lender that has a Japanese Term Commitment or has a Japanese Term Loan outstanding.

“ L/C Cash Deposit Account ”:  an interest bearing cash deposit account to be established and maintained by the Agent, over which the Agent shall have sole dominion and control, upon terms reasonably satisfactory to the Agent.

“ L/C Related Documents ”:  as defined in subsection 2.13(i).

“ Lenders ”:  as defined in the preamble hereto.

“ Letter of Credit ”:  as defined in subsection 2.1(c).

“ Letter of Credit Agreement ”:  as defined in subsection 2.3(a).

“ Letter of Credit Commitment ”:  with respect to each Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit for the account of the Borrowers and their specified Subsidiaries in amounts (based on the Equivalent in Dollars thereof) not to exceed in the aggregate the Dollar amount set forth opposite the Issuing Bank’s name on the Schedule I attached hereto and identified as such, as such amount may be reduced from time to time pursuant to subsection 2.9, increased by designation to the Agent and the Company from time to time or changed as a result of an assignment pursuant to subsection 10.7.

“ Letter of Credit Facility ”:  at any time, an amount equal to the lesser of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time and (b) $350,000,000.

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

“ Loan ”:  a Revolving Credit Loan, a Term Loan, a Swing Line Loan, or a Yen Swing Line Loan, as the context shall require; collectively, the “ Loans .”

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

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“ Loan Parties ”:  the Company, the Designated Borrowers 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 (a) the aggregate principal amount (based on the Equivalent thereof in Dollars at such time) of all Loans outstanding (with Swing Line Loans being deemed for purposes of this definition to be held ratably by all US Revolving Credit Lenders and with Yen Swing Line Loans being deemed for purposes of this definition to be held ratably by all Japanese Revolving Credit Lenders) and (b) the Available Revolving Credit Commitments.

“ Mandatory Cost ”:  with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.1.

“ 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.

“ 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.

“ Non-Consenting Lender ”:  in the event that the Majority Lenders have agreed to any consent, waiver or amendment pursuant to subsection 10.1 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 2.21(a).

“ Non-Executing Banks ”:  as defined in subsection 10.9(b).

“ Non-US Lender ”:  as defined in subsection 2.21(b).

“ Note ”:  as defined in subsection 10.7(d).

“ Notice of Issuance ”:  as defined in subsection 2.3(a).

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“ Notice of Rollover/Conversion ”:  as defined in subsection 2.5(b)(ix).

“ Other Lender ”:  as defined in subsection 2.1(b)(i).

“ Participant ”:  as defined in subsection 10.7(c)(i).

“ Patriot Act ”:  as defined in subsection 10.15.

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

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

“ Permanent Securities ”:  (a) the public debt securities issued on the Closing Date or (b) if the Bridge Facility shall have been funded on the Closing Date, other senior secured or unsecured debt securities or other Indebtedness issued or incurred by the Company for the purpose of refinancing the Bridge Facility.

“ 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.

“ 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.

“ Pounds Sterling ” and “ £ ”:  the lawful money of the United Kingdom.

“ 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

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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.

“ Reference Lenders ”:  Citibank or the applicable affiliate for the applicable Currency, JPMorgan Chase Bank, N.A. and Deutsche Bank AG New York Branch.

“ Refunded Swing Line Loans ”:  as defined in subsection 2.6(c).

“ Refunded Yen Swing Line Loans ”:  as defined in subsection 2.7(c).

“ Register ”:  as defined in subsection 10.7(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.

“ Revolver Credit Borrower ”:  a Borrower under any Revolving Credit Facility.

“ Revolving Credit Borrowing ”:  any of a Canadian Revolving Credit Borrowing, an Irish Revolving Credit Borrowing, a US Revolving Credit Borrowing or a Japanese Revolving Credit Borrowing.

“ Revolving Credit Commitment ”:  any of a Canadian Revolving Credit Commitment, an Irish Revolving Credit Commitment, a US Revolving Credit Commitment or a Japanese Revolving Credit Commitment.

“ Revolving Credit Commitment Percentage ”:  any of a Canadian Revolving Credit Commitment Percentage, the Irish Revolving Credit Commitment Percentage, the US Revolving Credit Commitment Percentage or the Japanese Revolving Credit Commitment Percentage.

“ Revolving Credit Facility ”:  any of the Canadian Revolving Credit Facility, the Irish Revolving Credit Facility, the US Revolving Credit Facility or the Japanese Revolving Credit Facility.

“ Revolving Credit Lender ”:  a Lender that has a Revolving Credit Commitment.

“ Revolving Credit Loans ”:  any of a Canadian Revolving Credit Loan, an Irish Revolving Credit Loan, a US Revolving Credit Loan or a Japanese Revolving Credit Loan.

“ Revolving Credit Usage ”:  as to any Lender at any time (a) under the Canadian Revolving Credit Facility, the sum of (I) the aggregate outstanding principal amount at such time of all Canadian Revolving Credit Loans denominated in Dollars made by such Lender plus (II) the Equivalent in Dollars of the aggregate outstanding principal amount of all Canadian Revolving Credit Loans denominated in Canadian Dollars, Euros, Pounds Sterling and Yen (as

20

the case may be) made by such Lender, (b) under the Irish Revolving Credit Facility, the sum of (I) the aggregate outstanding principal amount at such time of all Irish Revolving Credit Loans denominated in Dollars made by such Lender plus (II) the Equivalent in Dollars of the aggregate outstanding principal amount of all Irish Revolving Credit Loans denominated in Euros, Pounds Sterling and Yen (as the case may be) made by such Lender plus (III) such Lender’s Irish Revolving Credit Commitment Percentage of the aggregate principal amount (based on the Equivalent in Dollars thereof insofar as any Letters of Credit are not denominated in Dollars) of the Letters of Credit outstanding at such time, (c) under the Japanese Revolving Credit Facility, the sum of (I) the aggregate outstanding principal amount at such time of all Japanese Revolving Credit Loans denominated in Dollars plus (II) the Equivalent in Dollars of the aggregate outstanding principal amount of all Revolving Credit Loans denominated in Euros, Pounds Sterling and Yen (as the case may be) made by such Lender under such Facility plus (III) such Lender’s Japanese Revolving Credit Commitment Percentage, if any, of the aggregate principal amount of the Yen Swing Line Loans then outstanding, if any, and (d) under the US Revolving Credit Facility, the sum of (I) the aggregate outstanding principal amount at such time of all US Revolving Credit Loans denominated in Dollars made by such Lender plus (II) such Lender’s US Revolving Credit Commitment Percentage, if any, of the aggregate principal amount of the Swing Line Loans then outstanding, if any.

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

“ Schedule I Bank ”:  any bank named on Schedule I to the Bank Act (Canada).

“ Schedule II Bank ”:  any Lender named on Schedule II to the Bank Act (Canada).

“ Schedule III Bank ”:  any Lender named on Schedule III to the Bank Act (Canada) or any other Person established under the laws of Canada or any province or territory thereof that is authorized to carry on business in Canada pursuant to Part XII of the Bank Act (Canada).

“ Short Term Prime Rate ”: the short term prime rate in effect from time to time at The Bank of Tokyo-Mitsubishi UFJ, Ltd’s principal office in Tokyo, Japan.

“ 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.

“ Specified Asset Categories ”:  the collective reference to (i) Specified Mortgage Loan Interests and (ii) Specified Loans and Securities.

“ 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

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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.

“ 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 with the Company’s underwriting standards as in effect on the date hereof) of at least 1.20:1.00 and a loan to value ratio (as determined in compliance with the Company’s underwriting standards as in effect on the date hereof) of no 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 a sale, securitization or syndication transaction scheduled (in the ordinary course of business consistent with past practice) for execution within 60 days.

“ 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 and, with respect to Canadian Revolving Credit Loans, Citibank, N.A., Canadian branch.

“ 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 or other equity interests having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation, partnership or other similar entity (irrespective of whether or not at the time stock or interests of any other class or classes of such corporation, partnership or other similar entity 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 V hereto.

“ Swing Line Borrowing ”:  a group of Swing Line Loans made by the Swing Line Lenders on a single date.

“ Swing Line Commitment ”:  with respect to each Swing Line Lender, the obligation of such Swing Line Lender to make Swing Line Loans pursuant to subsection 2.6 in the amount referred to therein.

“ Swing Line Facility ”: an initial amount of $200,000,000 or, at any time, the aggregate amount of the Swing Line Lenders’ Swing Line Commitments at such time.

“ Swing Line Lenders ”:  each Lender which has a Swing Line Commitment.”

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“ Swing Line Loan Participation Certificate ”:  a certificate, substantially in the form of Exhibit J.

“ Swing Line Loans ”:  as defined in subsection 2.6(a).

“ 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).

“ Target Operating Day ”:  any day that is not (a) a Saturday or Sunday, (b) Christmas Day or New Year’s Day or (c) any other day on which the Trans-European Real-time Gross Settlement Operating System (or any successor settlement system) is not operating (as determined by the Agent).

“ Taxes ” as defined in subsection 2.21(a).

“ Term Borrower ”:  any Borrower under a Term Loan Facility.

“ Term Borrowing ”:  any of a US Term Borrowing, an Irish Term Borrowing or a Japanese Term Borrowing.

“ Term Commitment ”:  any of a US Term Commitment, an Irish Term Commitment or a Japanese Term Commitment.

“ Term Facility ”:  any of the Irish Term Facility, the US Term Facility or the Japanese Term Facility.

“ Termination Date ”:  March 23, 2011.

“ Term Loan Lender ”:  a Lender that has a Term Commitment.

“ Term Loans ”:  any of a US Term Loan, an Irish Term Loan or a Japanese Term Loan.

“ 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

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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 Attributed Equity of all Banking and Market Destined Assets.

“ 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 types 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.

“ Transferee ”:  as defined in subsection 10.7(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 Revolving Credit Loan or Term Loan, its nature as an Base Rate Loan (solely in the case of Loans denominated in Dollars), Eurocurrency Loan, Canadian Prime Rate Loan or Bankers’ Acceptance.

“ Unissued Letter of Credit Commitment ”:  with respect to any Issuing Bank, the obligation of such Issuing Bank to issue Letters of Credit for the account of any Borrower or its specified Subsidiaries in an amount equal to the excess of (a) the amount of its Letter of Credit Commitment over (b) the sum of (i) aggregate Available Letter of Credit Amount of all Letters of Credit issued by such Issuing Bank and (ii) the aggregate outstanding principal amount of all Revolving Credit Borrowings made by such Issuing Bank pursuant to subsection 2.3(c) that have not been ratably funded by the Lenders.

“ US Borrower ”:  a US Revolving Credit Borrower or a US Term Borrower.

“ US Revolving Credit Borrower ”:  the Company, each Designated Borrower listed on Part C of Schedule 2.8 and each Subsidiary of the Company organized under the laws of a jurisdiction located within the United States that becomes a Designated Borrower under the US Revolving Credit Facility pursuant to subsection 2.8 after the Closing Date.

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“ US Revolving Credit Borrowing ”:  a group of US Revolving Credit Loans of a single Type and in the same Currency made by the US Revolving Credit Lenders, as the case may be, on a single date and, if applicable, as to which a single Interest Period is in effect.

“ US Revolving Credit Commitment ”:  as to any US Revolving Credit Lender at any time, the obligation of such Lender to make US Revolving Credit Loans and of such Lender and its Affiliates to purchase participating interests in Swing Line Loans in an aggregate amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “US Revolving Credit Commitment”, as such amount may be increased or reduced from time to time in accordance with the provisions of this Agreement.

“ US Revolving Credit Commitment Percentage ”:  as to any US Revolving Credit Lender at any time, the percentage which such Lender’s US Revolving Credit Commitment then constitutes of the aggregate US Revolving Credit Commitments (or, at any time after the US Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s US Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the US Revolving Credit Loans then outstanding.

“ US Revolving Credit Facility ”:  an initial amount of $350,000,000 or, at any time, the aggregate amount of the US Revolving Credit Lenders’ US Revolving Credit Commitments at such time.

“ US Revolving Credit Lender ”:  a Lender that has a US Revolving Credit Commitment.

“ US Revolving Credit Loans ”:  as defined in subsection 2.1(a)(i).

“ US Tax Compliance Certificate ”:  as defined in subsection 2.21(b).

“ US Term Borrower ”:  the Company.

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

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

“ US Term Facility ”:  in an initial amount of $2,050,000,000 or, at any time, the aggregate amount of the US Term Loan Lenders’ US Term Commitments or the US Term Loans outstanding at such time.

“ US Term Loan ”:  as defined in subsection 2.2(a).

“ US Term Loan Lender ”:  a Lender that has a US Term Commitment or a US Term Loan outstanding.

“ 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

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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.

“ Yen ” and “ ¥ ”:  the lawful money of Japan.

“ Yen Overdraft Swing Line Commitment ”: with respect to the Yen Swing Line Lender, the obligation of such Yen Swing Line Lender to make Yen Overdraft Swing Line Loans pursuant to subsection 2.7.

“ Yen Overdraft Swing Line Loans ”: as defined in subsection 2.7(a).

“ Yen Swing Line Borrowing ”: a group of Yen Swing Line Loans made by the Yen Swing Line Lender on a single date.

“ Yen Swing Line Commitment ”:  with respect to the Yen Swing Line Lender, the obligation of such Yen Swing Line Lender to make Yen Swing Line Loans (including any Yen Overdraft Swing Line Loans constituting Yen Swing Line Loans as provided in subsection 2.7) pursuant to and in the maximum aggregate amount referred to in subsection 2.7.

“ Yen Swing Line Facility ”:  on any date, the lesser of (a) $200,000,000 and (b) the amount of the Yen Swing Line Lender’s Yen Swing Line Commitment on such date; provided , however, that the Yen Swing Lender may increase or decrease from time to time such maximum amount, so long as (i) such increase or decrease is set forth in a written notification signed by the Yen Swing Line Lender, (ii) such increase does not cause such maximum amount to exceed $300,000,000 and (iii) no such increase or decrease shall be effective until written notice thereof is provided to the Agent. In the event that the necessary internal approvals are received by the Yen Swing Line Lender, a written notice shall be delivered to the Japanese Borrowers domiciled in Japan indicating that the Yen Swing Line Lender shall have a Yen Swing Line Commitment of $200,000,000 and specifying the effective date for such new Yen Swing Line Commitment. Subsequent to the delivery of such notice, any decrease in the Yen Swing Line Facility shall not cause the Yen Swing Line Lender’s Yen Swing Line Commitment to be less than $200,000,000. Notwithstanding anything to the contrary contained herein, nothing in the preceding shall constitute a commitment by the Yen Swing Line Lender to provide any such increase.

“ Yen Swing Line Lender ”:  The Bank of Tokyo-Mitsubishi UFJ, Ltd and its successors and assigns.

“ Yen Swing Line Loan Participation Certificate ”:  a certificate, substantially in the form of Exhibit K.

“ Yen Swing Line Loans ”:  as defined in subsection 2.7(a) (inclusive of Yen Overdraft Swing Line Loans to the extent provided for in subsection 2.7(b)).

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.

(b)  As used herein, and in 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

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accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c)  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.

(d)  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.   Revolving Credit Commitments . (a)  Subject to the terms and conditions hereof:

(i)  Each US Revolving Credit Lender severally agrees to make revolving credit loans (“ US Revolving Credit Loans ”) denominated in Dollars to the US Revolving Credit Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed such Lender’s US Revolving Credit Commitment. During the Commitment Period, the US Revolving Credit Borrowers may use the US Revolving Credit Commitments by borrowing, prepaying the US Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event (after giving effect to the use of proceeds of any US Revolving Credit Borrowing or other concurrent Borrowing) shall (i) any US Revolving Credit Lender’s US Revolving Credit Commitment Percentage of a US Revolving Credit Borrowing exceed such Lender’s Available Revolving Credit Commitment in respect of the US Revolving Credit Facility at the time of such Borrowing or (ii) the aggregate amount of Revolving Credit Usage under the US Revolving Credit Facility exceed the aggregate US Revolving Credit Commitments then in effect of all US Revolving Credit Lenders. The US Revolving Credit Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans (denominated in Dollars only) or (ii) in the case of US Revolving Credit Loans denominated in Dollars only, Base Rate Loans, in each case as determined by the applicable US Revolving Credit Borrower and notified to the Agent in accordance with subsections 2.4 and 2.10; provided that no US Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Termination Date.

(ii)  Each Canadian Revolving Credit Lender severally agrees to make Canadian Revolving Credit Loans denominated in Canadian Dollars, Dollars, Pounds Sterling, Euros and Yen to the Canadian Revolving Credit Borrowers from time to time during the Commitment Period in an aggregate principal amount (based in respect of any Canadian Revolving Credit Loans to be denominated in Canadian Dollars, Pounds Sterling, Euros or Yen on the Equivalent thereof in Dollars determined on the date of delivery of the applicable notice of borrowing) at any one time outstanding not to exceed such Lender’s Canadian Revolving Credit Commitment. During the Commitment Period, the Canadian Revolving Credit Borrowers may use the Canadian Revolving Credit Commitments by borrowing, prepaying the Canadian Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event (after giving effect to the use of proceeds of any Canadian Revolving Credit Borrowing or other concurrent Borrowing) shall (i) any Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment Percentage of a Canadian Revolving Credit Borrowing exceed such Lender’s Available Revolving Credit Commitment in respect of the Canadian Revolving Credit Facility at

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the time of such Borrowing or (ii) at the time of any borrowing, the aggregate amount of Revolving Credit Usage under the Canadian Revolving Credit Facility exceed the aggregate Canadian Revolving Credit Commitments then in effect of all Canadian Revolving Credit Lenders. The Canadian Revolving Credit Loans may be made in Dollars, Canadian Dollars, Pounds Sterling, Euros or Yen and may from time to time be (i) in the case of each Canadian Revolving Credit Borrower that is not domiciled in Canada, (A) Eurocurrency Loans and (B) in the case of Canadian Revolving Credit Loans denominated in Dollars only, Base Rate Loans and (ii) in the case of each Canadian Revolving Credit Borrower that is domiciled in Canada, denominated in Canadian Dollars as Canadian Prime Rate Loans or Bankers’ Acceptances (as provided in subsection 2.5), in each case as determined by the applicable Canadian Revolving Credit Borrower and notified to the Agent in accordance with subsections 2.4 and 2.10; provided that no Canadian Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Termination Date.

(iii)  Each Irish Revolving Credit Lender severally agrees to make revolving credit loans (“ Irish Revolving Credit Loans ”) denominated in Dollars, Pounds Sterling, Euros and Yen to the Irish Revolving Credit Borrowers from time to time during the Commitment Period in an aggregate principal amount (based in respect of any Irish Revolving Credit Loans to be denominated in Pounds Sterling, Euros or Yen on the Equivalent thereof in Dollars determined on the date of delivery of the applicable notice of borrowing) at any one time outstanding not to exceed such Lender’s Irish Revolving Credit Commitment. During the Commitment Period, the Irish Revolving Credit Borrowers may use the Irish Revolving Credit Commitments by borrowing, prepaying the Irish Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event (after giving effect to the use of proceeds of any Irish Revolving Credit Borrowing or other concurrent Borrowing) shall (i) any Irish Revolving Credit Lender’s Irish Revolving Credit Commitment Percentage of an Irish Revolving Credit Borrowing exceed such Lender’s Available Revolving Credit Commitment in respect of the Irish Revolving Credit Facility at the time of such Borrowing or (ii) the aggregate amount of Revolving Credit Usage under the Irish Revolving Credit Facility exceed the aggregate Irish Revolving Credit Commitments then in effect of all Irish Revolving Credit Lenders. The Irish Revolving Credit Loans may be made in Dollars, Pounds Sterling, Euros or Yen and may from time to time be (i) Eurocurrency Loans or (ii) in the case of Irish Revolving Credit Loans denominated in Dollars only, Base Rate Loans, in each case as determined by the applicable Borrower and notified to the Agent in accordance with subsections 2.4 and 2.10; provided that no Irish Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Termination Date.

(iv)  Each Japanese Revolving Credit Lender severally agrees to make revolving credit loans (“ Japanese Revolving Credit Loans ”) denominated in Dollars, Pounds Sterling, Euros or Yen to the Japanese Revolving Credit Borrowers from time to time during the Commitment Period in an aggregate principal amount (based in respect of any Japanese Revolving Credit Loans to be denominated in Pounds Sterling, Euros or Yen on the Equivalent thereof in Dollars determined on the date of delivery of the applicable notice of borrowing) at any one time outstanding not to exceed such Lender’s Japanese Revolving Credit Commitment. During the Commitment Period, the Japanese Revolving Credit Borrowers may use the Japanese Revolving Credit Commitments by borrowing, prepaying the Japanese Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event (after giving effect to the use of proceeds of any Japanese Revolving Credit Borrowing or other concurrent Borrowing) shall (i) any Japanese Revolving Credit Lender’s Japanese Revolving Credit

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Commitment Percentage of a Japanese Revolving Credit Borrowing exceed such Lender’s Available Revolving Credit Commitment in respect of the Japanese Revolving Credit Facility at the time of such Borrowing or (ii) the aggregate amount of Revolving Credit Usage under the Japanese Revolving Credit Facility exceed the aggregate Japanese Revolving Credit Commitments then in effect of all Japanese Revolving Credit Lenders. The Japanese Revolving Credit Loans may be made in Dollars, Pounds Sterling, Euro and Yen and may from time to time be (i) Eurocurrency Loans or (ii) in the case of Japanese Revolving Credit Loans denominated in Dollars only, Base Rate Loans, in each case as determined by the applicable Japanese Revolving Credit Borrower and notified to the Agent in accordance with subsections 2.4 and 2.10; provided that no Japanese Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Termination Date.

(b)  (i)  Notwithstanding anything to the contrary contained in this Agreement, on and after January 1, 2007, the Company may request from time to time that the aggregate Revolving Credit Commitments under one or more Revolving Credit Facilities hereunder be increased by an aggregate amount not to exceed $1,000,000,000. The Company may (I) request one or more of the Lenders (which request shall be in writing and sent to the Agent to forward to such Lender or Lenders) to (A) in the case of existing Revolving Credit Lenders, increase the amount of its Revolving Credit Commitment under one or more Revolving Credit Facilities or (B) in the case of existing Term Loan Lenders, provide a Revolving Credit Commitment under one or more Revolving Credit Facilities and become a Revolving Credit Lender hereunder and/or (II) arrange for one or more banks or financial institutions not a party hereto (an “ Other Lender ”) to become parties to and Revolving Credit Lenders under this Agreement, provided that the identification and arrangement of each Other Lender to become a party hereto and a Revolving Credit Lender under this Agreement shall be made in consultation with the Agent. In no event may any Revolving Credit Lender’s Revolving Credit Commitment be increased without the prior written consent of such Lender, nor may any Term Loan Lender be designated a Revolving Credit Lender without the prior written consent of such Lender, and the failure of any Lender to respond to the Company’s request for an increase shall be deemed a rejection by such Lender of the Company’s request. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Credit Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that (i) each of the representations and warranties made by the Company in or pursuant to this Agreement is true and correct on and as of such date as if made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of the proposed increase, in which case as of such specific date and (ii) that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Credit Commitment (or, in the case of a Term Loan Lender, to provide a Revolving Credit Commitment pursuant to this subsection 2.1(b)), and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment (or, in the case of a Term Loan Lender, to provide a Revolving Credit Commitment).

(ii)  If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Credit Commitment hereunder or, in the case of existing Term Loan Lenders, to provide a Revolving Credit Commitment hereunder (such new or increased Revolving Credit Commitment an “ Incremental Commitment ”; and such a Lender hereinafter referred to as an “ Increasing Lender ”), it shall enter into a written agreement to that effect with the Company and the Agent, substantially in the form of Exhibit A (a “ Commitment Increase Supplement ”), which agreement shall specify, among other things, the amount of the Incremental Commitment of such Increasing Lender and the Revolving Credit Facility or Revolving Credit Facilities to which such increase applies. Upon the

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effectiveness of such Increasing Lender’s Incremental Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the Incremental Commitment of such Increasing Lender. Any Other Lender which is willing to become a party hereto and a Revolving Credit Lender hereunder (and which arrangement to become a party hereto and a Revolving Credit Lender hereunder has been approved by the Company and the Agent) shall enter into a written agreement with the Company and the Agent, substantially in the form of Exhibit B (an “ Additional Lender Supplement ”), which agreement shall specify, among other things, its Revolving Credit Commitment hereunder and the Revolving Credit Facility or Revolving Credit Facilities to which such Revolving Credit Commitment applies. When such Other Lender becomes a Revolving Credit Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Credit Commitment of such Other Lender. Upon the execution by the Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Credit Commitment shall be the amount, and shall relate to the Revolving Credit Facility or Revolving Credit Facilities, specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “ Additional Lender .”

(iii)  In no event shall an existing Lender’s Incremental Commitment or the Revolving Credit Commitment of an Other Lender become effective until the Agent shall have received a favorable written opinion of counsel for the Company, addressed to the Lenders, in form and substance reasonably satisfactory to the Agent and any Increasing Lenders and Additional Lenders with respect to such Incremental Commitments. In no event shall an Incremental Commitment or the Revolving Credit Commitment of an Other Lender which results in the aggregate Revolving Credit Commitments of all Revolving Credit Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Agent become effective until the Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of an Incremental Commitment or the Revolving Credit Commitment of an Other Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Revolving Credit Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Credit Loans each under affected Revolving Credit Facility owing to each Revolving Credit Lender thereunder (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the aggregate Revolving Credit Commitments in respect of such Revolving Credit Facility after giving effect to any increase thereof. The Company agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense incurred as a result of any such prepayment in accordance with subsection 2.22, as applicable.

(iv)  No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, or otherwise, but the aggregate Revolving Credit Commitments hereunder shall be increased by the amount of each Additional Lender’s Revolving Credit Commitment. Upon any Lender entering into a Commitment Increase

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Supplement or any Additional Lender becoming a party hereto, the Agent shall notify each Lender thereof and shall deliver to each such Revolving Credit Lender that has a commitment under the relevant Revolving Credit Facility or Revolving Credit Facilities a copy of the Additional Lender Supplement executed by such Additional Lender, agreed to and acknowledged by the Company and acknowledged by the Agent, and the Commitment Increase Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Agent.

(c)   Letters of Credit . Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue letters of credit (each, a “ Letter of Credit ”) for the account of any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date in an aggregate Available Letter of Credit Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the aggregate Available Revolving Credit Commitments in respect of the Irish Revolving Credit Facility at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date. Within the limits referred to above, the Borrowers may from time to time request the Issuance of Letters of Credit under this subsection 2.1(c).

2.2.   Term Commitments . Subject to the terms and conditions hereof:

(a)  Each US Term Loan Lender severally agrees to make a term loan (a “ US Term Loan ”) to the US Term Borrower on the Closing Date in an aggregate amount not to exceed the amount of the US Term Commitment of such Lender then in effect. The US Term Borrowing shall consist of US Term Loans made simultaneously by the US Term Loan Lenders ratably according to their US Term Commitments. Amounts borrowed under this subsection 2.2(a) and repaid or prepaid may not be reborrowed. The US Term Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans or (ii) Base Rate Loans, in each case as determined by the Company and notified to the Agent in accordance with subsection 2.11.

(b)  Each Irish Term Loan Lender severally agrees to make a term loan (an “ Irish Term Loan ”) to the Irish Term Borrower on the Closing Date in an aggregate amount not to exceed the amount of the Irish Term Commitment of such Lender then in effect. The Irish Term Borrowing shall consist of Irish Term Loans made simultaneously by the Irish Term Loan Lenders ratably according to their Irish Term Commitments. Amounts borrowed under this subsection 2.2(b) and repaid or prepaid may not be reborrowed. The Irish Term Loans shall be made in Pounds Sterling as Eurocurrency Loans.

(c)  Each Japanese Term Loan Lender severally agrees to make a term loan (a “ Japanese Term Loan ”) to the Japanese Term Borrower on the Business Day (in Tokyo) following the Closing Date in an aggregate amount not to exceed the amount of the Japanese Term Commitment of such Lender then in effect. The Japanese Term Borrowing shall consist of Japanese Term Loans made simultaneously by the Japanese Term Loan Lenders ratably according to their Japanese Term Commitments. Amounts borrowed under this subsection 2.2(c) and repaid or prepaid may not be reborrowed. The Japanese Term Loans shall be made in Yen as Eurocurrency Loans.

2.3.   Issuance of and Drawings and Reimbursement Under Letters of Credit . (a)    Request for Issuance . (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City Time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by any Borrower to any Issuing Bank, with a copy to the Agent, and such Issuing Bank shall give the Agent prompt notice

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thereof. Each such notice by a Borrower of Issuance of a Letter of Credit (a “ Notice of Issuance ”) shall be by telecopier, confirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Letter of Credit Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit, (E) currency in which such Letter of Credit will be denominated (which may be Dollars, any Available Foreign Currency or any other foreign currency (to the extent the applicable Issuing Bank is legally, and without additional unreimbursed expense, able to provide a Letter of Credit denominated in such other foreign currency)) and (F) form of such Letter of Credit. Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “ Letter of Credit Agreement ”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of issuance or amendment for the applicable Letter of Credit, that one or more of the applicable conditions set forth in subsection 4.2 shall not then be satisfied, such Issuing Bank will, upon satisfaction of the applicable conditions set forth in subsection 4.2, make such Letter of Credit available to the applicable Borrower at its office referred to in subsection 10.2 or as otherwise agreed with such Borrower in connection with such Issuance in accordance with such Issuing Bank’s usual and customary business practices. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

(b)  By the Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Irish Revolving Credit Lender, and each Irish Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Irish Revolving Credit Commitment Percentage of the Available Letter of Credit Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Irish Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender’s Irish Revolving Credit Commitment Percentage of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower in accordance with the second sentence of paragraph (c) below (which amount if not so reimbursed will be deemed to be a Irish Revolving Credit Borrowing to such Borrower as contemplated in such sentence), or of any reimbursement payment required to be refunded to such Borrower for any reason, which amount will be advanced regardless of the satisfaction of the conditions set forth in subsection 4.2. Each Irish Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Irish Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Irish Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Irish Revolving Credit Commitment Percentage of the Available Letter of Credit Amount of such Letter of Credit at each time such Lender’s Irish Revolving Credit Commitment is amended pursuant to an increase in accordance with subsection 2.1(b), an assignment in accordance with subsection 10.7 or otherwise pursuant to this Agreement.

(c)  Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under a Letter of Credit issued by an Issuing Bank, such Issuing Bank will notify the applicable Borrower and the Agent thereof. The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the applicable Borrower either (x) on the date made in the event that such

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notice to the applicable Borrower shall have been given by 12:00 Noon (New York City time) on such date or (y) otherwise, by 10:00 A.M. (New York City time) on the following day, shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Irish Revolving Credit Borrowing, which shall be an Base Rate Loan, in the amount of such draft, without regard to whether the making of such a Borrowing would exceed such Issuing Bank’s Available Revolving Credit Commitment in respect of the Irish Revolving Credit Facility. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent and the applicable Borrower, each Irish Revolving Credit Lender shall pay to the Agent such Lender’s Irish Revolving Credit Commitment Percentage of such outstanding Irish Revolving Credit Borrowing pursuant to subsection 2.3(b). Each Irish Revolving Credit Lender acknowledges and agrees that its obligation to make Irish Revolving Credit Borrowings pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Irish Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Irish Revolving Credit Lender agrees to fund its Irish Revolving Credit Commitment Percentage of an outstanding Irish Revolving Credit Borrowing on (i) the Business Day on which demand therefor is made, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Irish Revolving Credit Lender shall not have so made the amount of such Irish Revolving Credit Borrowing available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. To the extent that the Irish Revolving Credit Lenders pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, the respective amounts so paid by them in respect of principal shall constitute a Irish Revolving Credit Borrowing made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the associated Irish Revolving Credit Borrowing made by such Issuing Bank pursuant to the second sentence of this paragraph shall be reduced by such amount on such Business Day.

(d)  Each Issuing Bank shall furnish (A) to the Agent and each Lender (with a copy to the Company) on the first Business Day of each month a written report summarizing Issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month and drawings during such month under all Letters of Credit and (B) to the Agent and each Lender (with a copy to the Company) on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Letter of Credit Amount during the preceding calendar quarter of all Letters of Credit issued by such Issuing Bank.

(e)  The failure of any Lender to make the Irish Revolving Credit Borrowing to be made by it on the date specified in subsection 2.4 shall not relieve any other Irish Revolving Credit Lender of its obligation hereunder to make its Irish Revolving Credit Borrowing on such date, but no Lender shall be responsible for the failure of any other Lender to make the Irish Revolving Credit Borrowing to be made by such other Lender on such date.

(f)  For the avoidance of doubt, no Issuing Bank shall be under any obligation to issue any Letter of Credit either (i) at the request of, or for the account of, any Borrower or any Subsidiary of a Borrower, in each case incorporated in Ireland, or (ii) to any Person resident in Ireland, in each case to the extent that such Issuing Bank is not duly authorized to carry on the business of issuing contracts of suretyship in Ireland (or otherwise exempted under the laws of Ireland from the requirement to have any such authorization) or to the extent that the issuance by such Issuing Bank would otherwise contravene any law of Ireland or any other applicable jurisdiction.

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2.4.   Procedure for Revolving Credit Borrowing and Term Borrowing . (i) Each Revolving Credit Borrower may borrow Revolving Credit Loans under the Revolving Credit Commitments on any Business Day during the Commitment Period and (ii) each Term Loan Borrower may borrow Term Loans under the Term Commitments on the Closing Date (except the Japanese Term Borrowing which shall occur on the Business Day (in Tokyo) following the Closing Date), in each case upon irrevocable notice to the Agent (and, in the case of a Borrowing consisting of Eurocurrency Loans, Canadian Prime Rate Loans or Bankers’ Acceptances, simultaneously to the applicable Sub-Agent and further, in the case of any Japanese Revolving Credit Borrowing, simultaneously with a copy to the Yen Swing Line Lender), given not later than (x) 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in Dollars, (y) 12:00 Noon (New York City time) on the fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Loans denominated in Euros, Pounds Sterling or Yen, or Borrowings consisting of Banker’s Acceptances (other than (x) a Borrowing by way of Bankers’ Acceptances covered by a Notice of Rollover/Conversion delivered in accordance with subsection 2.5(b)(ix) or (y) the Japanese Term Borrowing on the Closing Date, which shall be delivered by 12:00 Noon (New York city time) on the third Business Day prior to such date), or (z) 10:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans or Canadian Prime Rate Loans, specifying, in each case, (A) the applicable Borrower, (B) the applicable Facility, (C) the amount to be borrowed, (C) the requested borrowing date, (D) the Type of Loans and (E) if the borrowing is to be entirely or partly of Eurocurrency Loans, the Currency thereof, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each Revolving Credit Borrowing under the Revolving Credit Commitments shall be in an amount equal to the Applicable Borrowing Minimum or an Applicable Borrowing Multiple in excess thereof. Upon receipt of any such notice from the applicable Borrower, the Agent (or applicable Sub-Agent) shall promptly notify each Revolving Credit Lender or Term Loan Lender, as applicable, under the applicable Facility. Each applicable Lender will make the amount of its pro rata share of each Borrowing available to the Agent (or applicable Sub-Agent) for the account of the applicable Borrower at the Funding Office, and at or prior to the Funding Time, for the Currency of such Loan in funds immediately available to the Agent (or applicable Sub-Agent). Such Borrowing will then immediately be made available to the applicable Borrower by the Agent (or applicable Sub-Agent) crediting the account of the applicable Borrower on the books of such Funding Office with the aggregate of the amounts made available to the Agent (or applicable Sub-Agent) by the Lenders and in like funds as received by the Agent (or applicable Sub-Agent). Notwithstanding anything to the contrary contained in the foregoing, Bankers’ Acceptances shall be issued under the Canadian Revolving Credit Facility in accordance with subsection 2.5 below. Further, notwithstanding anything to the contrary contained in this subsection 2.4, for purposes of determining the amount of the Irish Term Borrowing and the Japanese Term Borrowing, respectively, (x) the Equivalent in Pounds Sterling of the Irish Term Commitment and (y) the Equivalent in Yen of the Japanese Term Commitment shall, in each case, be determined on the date on which the applicable Borrower submits a notice of borrowing in respect of such Facility.

2.5.   Bankers’ Acceptances .

(a)  Pursuant to any request for a Borrowing under the Canadian Revolving Credit Facility, any Canadian Revolving Credit Borrower may request that such Borrowing be made by way of Bankers’ Acceptances, in which case such Canadian Revolving Credit Borrower may issue Bankers’ Acceptances denominated in Canadian Dollars, for purchase by the Canadian Revolving Credit Lenders hereunder, in each case in accordance with the provisions of this subsection 2.5 and in respect of any such request for a Borrowing, provided that:  (i) the principal amount of Borrowing made by way of Bankers’ Acceptances shall be deemed to be the Face Amount of the drafts to be issued and accepted; and (ii) all other conditions to Borrowing set forth in subsection 2.1(a)(ii) and subsection 4.2 shall be complied with as conditions to any Borrowing by way of Bankers’ Acceptances.

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(b)  (i)    The applicable Canadian Revolving Credit Borrower shall notify the applicable Sub-Agent (the “ Canadian Sub-Agent ”) of any Borrowing by way of Bankers’ Acceptances in accordance with subsection 2.4.

(ii)  To facilitate availment of the Canadian Revolving Credit Borrowings by way of Bankers’ Acceptances, each Canadian Revolving Credit Borrower hereby appoints each Canadian Revolving Credit Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of Bankers’ Acceptances. In this respect, it is each Canadian Revolving Credit Lender’s responsibility to maintain an adequate supply of blank forms of Bankers’ Acceptances for acceptance under this Agreement. Each Canadian Revolving Credit Borrower recognizes and agrees that all Bankers’ Acceptances signed and/or endorsed on its behalf by a Canadian Revolving Credit Lender shall bind such Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of such Borrower. Each Canadian Revolving Credit Lender is hereby authorized (for the purpose of acceptance and purchase of Bankers’ Acceptances pursuant to this Agreement) to issue such Bankers’ Acceptances endorsed in blank in such Face Amounts as may be determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances required to be accepted and purchased by such Lender. No Canadian Revolving Credit Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except where arising from the gross negligence or willful misconduct of such Lender or its officers, employees, agents or representatives. On request by any Canadian Revolving Credit Borrower, a Canadian Revolving Credit Lender shall cancel all forms of Bankers’ Acceptances which have been pre-signed or pre-endorsed by or on behalf of such Borrower and which are held by such Lender and have not yet been issued in accordance herewith. Each Canadian Revolving Credit Lender further agrees to retain such records in the manner and/or for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Lender. Each Canadian Revolving Credit Lender shall maintain a record with respect to Bankers’ Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Canadian Revolving Credit Lender agrees to provide such records to the applicable Canadian Revolving Credit Borrower at such Borrower’s expense upon request.

(iii)  Bankers’ Acceptances shall be signed by a duly authorized officer or officers of the applicable Canadian Revolving Credit Borrower or by its attorneys, including its attorneys appointed pursuant to subsection 2.5(b)(ii) above. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance as a signatory for such Borrower may no longer be an authorized signatory for such Borrower at the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Bankers’ Acceptance so signed shall be binding on such Borrower.

(iv)  Promptly following receipt of a notice of Canadian Revolving Credit Borrowing or Notice of Rollover/Conversion in respect of Bankers’ Acceptances, the Canadian Sub-Agent shall advise each Canadian Revolving Credit Lender of the aggregate Face Amount of Bankers’ Acceptances to be accepted by it, the terms thereof, and the BA Discount Proceeds in respect thereof. The aggregate Face Amount of Bankers’ Acceptances to be accepted by a Canadian Revolving Credit Lender in respect of any Canadian Revolving Credit Borrowing by way of Bankers’ Acceptances shall be equal to such Lender’s Canadian Revolving Credit Commitment Percentage of the aggregate Face Amount of all Bankers’ Acceptances to be accepted pursuant to

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such Borrowing, except that if the Face Amount of a Bankers’ Acceptance which would otherwise be accepted by a Canadian Revolving Credit Lender would not be Canadian Dollars $100,000 or a larger multiple thereof, such Face Amount shall be increased or reduced by the Canadian Sub-Agent in its discretion to the nearest multiple of Canadian Dollars $100,000.

(v)  Each Bankers’ Acceptance to be accepted by a Canadian Revolving Credit Lender shall be accepted at its applicable Funding Office in Canada.

(vi)  On the date of each issuance of Bankers’ Acceptances in accordance with this subsection 2.5, each Canadian Revolving Credit Lender shall accept and purchase from the applicable Canadian Revolving Credit Borrower each Bankers’ Acceptance to be accepted by it in connection with the Canadian Revolving Credit Borrowing for a purchase price equal to the applicable BA Discount Proceeds determined on the basis of the BA Discount Rate, and (except to the extent such BA Discount Proceeds are being applied to repay maturing Bankers’ Acceptances in accordance with subsection 2.5(b)(ix)) shall remit to the Canadian Sub-Agent in accordance with subsection 2.4 the BA Discount Proceeds so determined less the Acceptance Fee payable by such Borrower to such Lender under subsection 2.5(d) in respect of such Bankers’ Acceptances.

(vii)  Each Canadian Revolving Credit Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it (it being understood that no holder thereof shall have any rights or obligations hereunder or under any of the other Loan Documents unless any such holder is a Lender).

(viii)  Each Canadian Revolving Credit Borrower waives presentment for payment and any other defense to payment of any amounts then due to a Canadian Revolving Credit Lender in respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of such Bankers’ Acceptance being held, at the maturity thereof, by such Lender in its own right, and each Canadian Revolving Credit Borrower agrees not to claim any days of grace if such Lender as holder sues such Borrower on the Bankers’ Acceptances for payment of the amount payable by such Borrower thereunder.

(ix)  At or before 9:30 A.M. (Toronto time) two Business Days before the BA Maturity Date of any Bankers’ Acceptances, the applicable Canadian Revolving Credit Borrower shall give to the Sub-Agent notice (a “ Notice of Rollover/Conversion ”) specifying either that such Borrower intends to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date or that such Borrower intends to issue new Bankers’ Acceptances on the applicable BA Maturity Date to provide for the payment of the maturing Bankers’ Acceptances. If the applicable Canadian Revolving Credit Borrower fails to provide any such notice to the Canadian Sub-Agent or fails to repay the maturing Bankers’ Acceptances on the applicable BA Maturity Date, such failure shall be deemed a Notice of Rollover/Conversion for the issuance of new Bankers’ Acceptances to provide for the payment of such maturing Bankers’ Acceptances and such new Bankers&#821