Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

Dated as of June 30, 2008

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment”) among Capmark Financial Group Inc., a Nevada corporation (the “Company”), certain subsidiaries of the Company (together with the Company, the “Borrowers” and, each a “Borrower”), the financial institutions and other institutional lenders party hereto, and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.

RECITALS:

(1)           The Borrowers, the financial institutions and other institutional lenders party thereto (the “Lenders”), the Agent and the other agents party thereto have entered into a credit agreement dated as of March 23, 2006, as amended by Amendment No. 1 to the Credit Agreement dated as of April 17, 2007 (as further amended, supplemented or otherwise modified, the “Credit Agreement”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

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

(3)           Pursuant to subsection 10.1(a) of the Credit Agreement, the Majority Lenders may, or, with the written consent of the Majority Lenders, the Agent may, from time to time, enter into with the Borrowers, written amendments, supplements or modifications to the Credit Agreement for the purpose of adding any provisions to the Credit Agreement or changing in any manner the rights of the Lenders or of the Borrowers under the Credit Agreement.

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

SECTION 1.           AMENDMENTS TO CREDIT AGREEMENT

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

SECTION 2.           CONDITIONS OF EFFECTIVENESS

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

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

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

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

SECTION 3.           CONFIRMATION OF REPRESENTATIONS AND WARRANTIES

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

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

SECTION 4.           AFFIRMATION OF THE COMPANY AND THE BORROWERS

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

SECTION 5.           REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS

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

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

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

SECTION 6.           COSTS, EXPENSES

The Borrowers agree to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of subsection 10.5 of the Credit Agreement.

SECTION 7.           EXECUTION IN COUNTERPARTS

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

2

SECTION 8.           GOVERNING LAW

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

[The remainder of this page intentionally left blank.]

3

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

Annex A to

Amendment No. 2 to the Credit Agreement

$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,

▇.▇. ▇▇▇▇▇▇ SECURITIES INC.,
as Syndication Agent

CREDIT SUISSE,
DEUTSCHE BANK SECURITIES INC.,
▇▇▇▇▇▇▇ 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.,
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.,

CREDIT SUISSE,
DEUTSCHE BANK SECURITIES INC.,
▇▇▇▇▇▇▇ 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

ii

iii

iv

v

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, from time to time parties to this Agreement, including, as applicable, branches or affiliates thereof regardless of whether or not such brand or affiliate has signed this Agreement, (the “Lenders”);

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

(e)           Credit Suisse, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇’▇ 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 Irish Swing Line Rate”: (i) in the case of Irish Swing Line Loans that are made to Irish Revolving Credit Borrowers that are US Borrowers and that are denominated in Dollars, the Federal Funds Rate (as determined by the Agent from time to time) or (ii) in the case of Irish Swing Line Loans that are made (A) to Irish Revolving Credit Borrowers that are US Borrowers and that are denominated in Euros or Pounds Sterling or (B) to Irish Revolving Credit Borrowers that are not US Borrowers, the Eurocurrency Reference Rate with respect to Dollars, Euros or Pounds Sterling, as applicable; plus, in each case, the Applicable Margin then in effect for Eurocurrency Loans.

“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.

2

“Arrangers”:  Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇ 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 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.

“Availability Reduction Amount”: as of the date of any determination, the amount by which the aggregate amount of Indebtedness secured in accordance with the provisions of Section 6.3(g) and (without duplication) the Indebtedness incurred pursuant to Section 6.4(h) exceeds 20% and 30%, respectively, of the difference of consolidated shareholders’ equity of the Company and its Subsidiaries minus Attributed Equity.  With respect to any Revolving Credit Facility, “Availability Reduction Amount” shall mean the portion of the aggregate Availability Reduction Amount attributable to such Revolving Credit Facility (on a pro rata basis based on the aggregate Commitments under all Revolving Credit Facilities (excluding any Incremental Commitments)).

“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

3

(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”), 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 ▇▇▇▇ of exchange (within the meaning of the Bills of Exchange Act (Canada)) or a depository ▇▇▇▇ (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.

4

“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;

provided that, in the case of Base Rate Loans made to a Canadian Revolving Credit Borrower that is domiciled in Canada, “Base Rate” shall mean 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 established by Citibank from time to time and in effect as its base rate at its principal office in Toronto, Ontario for determining interest rates on U.S. Dollar-denominated commercial loans made by it in Canada and (b) 1/2 of one percent per annum above the Federal Funds Rate.

“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, an Irish 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.

“BTMU”: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

“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

5

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, if such Base Rate Loan is made to a Canadian Revolving Credit Borrower that is domiciled in ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇) 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 each Designated Borrower listed on 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 and (b) in the case of Canadian Prime Rate Loans and Bankers’ Acceptances, each Designated Borrower listed on 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; provided that, except with respect to any Incremental Commitments of Increasing Lenders under the Canadian Revolving Credit Facility, the Canadian Revolving

6

Credit Commitments at any time shall be reduced pro rata by the Availability Reduction Amount attributable to the Canadian Revolving Credit Facility at such time.

“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).

                “Cash Equivalents”:

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

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

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

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

7

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

“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 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, an Irish Swing Line Commitment or a Yen Swing Line Commitment, as applicable.

8

“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.

“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 Account”: each deposit account specified in subsection 2.7 or such other deposit account as may be designated as a “Designated Account” from time to time in accordance with subsection 2.7, in each case in respect of which a Yen Overdraft Swing Line Lender has a Yen Overdraft Swing Line Commitment.

“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 ▇▇▇▇▇▇▇ & Co. L.P., The ▇▇▇▇▇▇▇ Sachs Group, Inc., Dune Capital Management, L.P. and Five Mile Capital Partners LLC.

9

“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.

“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

10

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 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 Reference Rate” means, for any day, (i) in the case of Irish Swing Line Loans denominated in Euros, the rate per annum which is the average of the rates quoted at approximately 11:00 A.M., London time, to leading banks in the European interbank market by the Reference Lenders for the offering of overnight deposits in Euros, (ii) in the case of Irish Swing Line Loans denominated in Pounds Sterling, the London interbank offered rate (as reflected on the applicable Telerate Screen) for overnight deposits of Pounds Sterling on such day and (iii) in the case of Irish Swing Line Loans denominated in Dollars, the London interbank offered rate (as reflected on the applicable Telerate Screen) for overnight deposits of Dollars on such day; in each case for an amount comparable to the amount of such Irish Swing Line Loan to be outstanding.  In the event that the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable overnight rates described in clauses (i)-(iii) above, then, upon notice by the Agent to the applicable Borrower and the applicable Lenders, and until the Agent notifies the applicable Borrower and the applicable Lenders that the circumstances giving rise to such determination no longer exist, the Eurocurrency Reference Rate shall be the rate per annum which is the average of the rates quoted at approximately 11:00 A.M., London time, to leading banks in the European interbank market by the applicable Swing Line Lenders for the offering of overnight deposits in Dollars, Pounds Sterling or Euros, as applicable, for an amount comparable to the amount of such Swing Line Loan to be outstanding.

11

“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.

“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, the Irish Swing Line Facility or the Yen Swing Line Facility, as the context shall require; collectively, the “Facilities.”

12

“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.

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

13

“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 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;

14

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

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

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

15

“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 Cent▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ (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

16

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 and of such Lender and its Affiliates to purchase participating interests in Irish 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 “Irish Revolving Credit Commitment”, as such amount may be increased or reduced from time to time in accordance with the provisions of this Agreement; provided that, except with respect to any Incremental Commitments of Increasing Lenders under the Irish Revolving Credit Facility, the Irish Revolving Credit Commitments at any time shall be reduced pro rata by the Availability Reduction Amount attributable to the Irish Revolving Credit Facility at such time.

“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 Swing Line Applicable Time”: (i) in the case of Irish Swing Line Loans made to Irish Revolving Credit Borrowers that are US Borrowers and that are denominated in Dollars, 1:00 P.M., New York City time, (ii) in the case of Irish Swing Line Loans made to Irish Revolving Credit Borrowers that are US Borrowers and that are denominated in Euros or Pounds Sterling, 11:00 A.M., London time or (iii) in the case of Irish Swing Line Loans made to Irish Revolving Credit Borrowers that are not US Borrowers, 11:00 A.M., London time.

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

17

“Irish Swing Line Commitment”:  with respect to each Irish Swing Line Lender, the obligation of such Irish Swing Line Lender to make Irish Swing Line Loans pursuant to subsection 2.25 in the amount referred to therein.

“Irish Swing Line Facility”: an initial amount of $300,000,000 (or the Equivalent in Euros or Pounds Sterling, as the case may be) or, at any time, the aggregate amount of the Irish Swing Line Lenders’ Irish Swing Line Commitments at such time.

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

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

“Irish Swing Line Loans”:  as defined in subsection 2.25(a).

“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).

“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

18

▇▇▇▇▇ ▇▇▇t 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; provided that, except with respect to any Incremental Commitments of Increasing Lenders under the Japanese Revolving Credit Facility, the Japanese Revolving Credit Commitments at any time shall be reduced pro rata by the Availability Reduction Amount attributable to the Japanese Revolving Credit Facility at such time.

“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).

“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.

19

“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, an Irish 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.

“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, with Irish Swing Line Loans being deemed for purposes of this definition to be held ratably by all Irish 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.

20

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

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

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

1.             “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).

“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.

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

21

“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.

3.             “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 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 Irish Swing Line Loans”: as defined in subsection 2.25(c).

22

“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 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, plus (IV) such Lender’s Irish Revolving Credit Commitment Percentage, if any, of the aggregate principal amount of the Irish Swing Line Loans then outstanding, if any, (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

23

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 ▇▇▇▇▇▇-▇▇▇▇ 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).

4.             “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).

5.             “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.

6.             “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.

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

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

9.             “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

24

coverage ratio (as determined in complianceaccordance with the Company’s underwritingcredit rating standards as in effect onof the date hereofCompany) of at least 1.20: to 1.00 and a loan to value ratio (as determined in complianceaccordance with the Company’s underwriting standards as in effect on the date hereof) of noof the Company) of not greater than 80% according to the loan underwriting files used by the Company to manage such assets, and/or (b) are loan interests that have been targeted for, or are the subject of, a sale, securitization or syndication transaction which has previously closed or which is scheduled (in the ordinary course of business consistent with past practice) for execution within 60180 days.

10.           “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.

11.           “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 and, solely for the purposes of clause (vi) of the proviso to subsection 10.1, each Irish Swing Line Lender.”

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

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

25

“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 ▇▇▇▇▇’▇ or S&P (including, for the avoidance of doubt, any back-to-back instruments in respect thereof), in each case unless and until such time as such equity or instruments become repayable or redeemable on a mandatory basis in accordance with the terms thereof), less (b) the aggregate amount of Attributed Equity of all Banking and Market Destined Assets (excluding, solely for purposes of calculating the ratio at any time of Total Consolidated Indebtedness to Total Capitalization and determining compliance with Sections 6.1 and 6.4(g), the Attributed Equity of Banking

26

and Market Destined Assets comprising cash and Cash Equivalents, to the extent that such assets are classified as Banking and Market Destined Assets pursuant to clause (a) of the definition thereof).

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

“Transferee”:  as defined in subsection 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

27

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.

“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; provided that, except with respect to any Incremental Commitments of Increasing Lenders under the US Revolving Credit Facility, the US Revolving Credit Commitments at any time shall be reduced pro rata by the Availability Reduction Amount attributable to the US Revolving Credit Facility at such time.

“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).

28

“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 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 Call Rate”: means, for any day, either (i) the unsecured overnight call volume-weighted average rate on overnight funds announced at the close of business on that day by the Tanshi Kyokai (Interbank Brokers’ Association) or, if the Tanshi Kyokai has not announced such an interest rate on that day, the average of the quotations of the overnight funds call rate of three (3) Tanshi brokers obtained by the Agent on such day, or (ii) the appropriate rate on Telerate Markets page 9791 or 9792, as the Agent determines.

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

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

“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 each Yen Swing Line Lender on a single date.

“Yen Swing Line Commitment”:  with respect to each Yen Swing Line Lender, the obligation of such Yen Swing Line Lender to make Yen Swing Line Loans (including, in the case of a Yen Swing Line Lender that is a Yen Overdraft Swing Line Lender, 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 aggregate amount of the Yen Swing Line Lenders’ Yen Swing Line Commitments on such date; provided, however, that a Yen Swing Lender may increase or decrease from time to time such amount in accordance with subsection 2.7 hereof, so long as (i) such increase or decrease is set forth in a written notification signed by such Yen Swing Line Lender, (ii) such increase does not cause such aggregate 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.

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

“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)).

29

“Yen Swing Line Rate”: the Yen Call Rate plus the Applicable Margin then in effect for Eurocurrency Loans.

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.

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

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

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

SECTION 2.  AMOUNT AND TERMS OF THE FACILITIES

2.1.  Revolving Credit Commitments.  (b)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 or (iii) the aggregate amount of Revolving Credit Usage under all Revolving Credit Facilities (excluding any Revolving Credit Usage pursuant to an Incremental Commitment) exceed (x) the aggregate Revolving Credit Commitments then in effect of all Revolving Credit Lenders (other than any Incremental Commitments of Increasing Lenders) minus (y) the Availability Reduction Amount.  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

30

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 2.102.11; 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 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 or (iii) the aggregate amount of Revolving Credit Usage under all Revolving Credit Facilities (excluding any Revolving Credit Usage pursuant to an Incremental Commitment) exceed (x) the aggregate Revolving Credit Commitments then in effect of all Revolving Credit Lenders (other than any Incremental Commitments of Increasing Lenders) minus (y) the Availability Reduction Amount.  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, (A) denominated in Canadian Dollars as Canadian Prime Rate Loans or Bankers’ Acceptances (as provided in subsection 2.5), (B) denominated in Dollars as Base Rate Loans and (C) Eurocurrency Loans, in each case as determined by the applicable Canadian Revolving Credit Borrower and notified to the Agent in accordance with subsections 2.4 and 2.102.11; 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

31

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 or (iii) the aggregate amount of Revolving Credit Usage under all Revolving Credit Facilities (excluding any Revolving Credit Usage pursuant to an Incremental Commitment) exceed (x) the aggregate Revolving Credit Commitments then in effect of all Revolving Credit Lenders (other than any Incremental Commitments of Increasing Lenders) minus (y) the Availability Reduction Amount.  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 2.102.11; 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 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 or (iii) the aggregate amount of Revolving Credit Usage under all Revolving Credit Facilities (excluding any Revolving Credit Usage pursuant to an Incremental Commitment) exceed (x) the aggregate Revolving Credit Commitments then in effect of all Revolving Credit Lenders (other than any Incremental Commitments of Increasing Lenders) minus (y) the Availability Reduction Amount.  The Japanese Revolving Credit Loans may be made in Dollars, Pounds

32

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 2.102.11; 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)  (A)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).

(i)  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

33

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 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.”

(ii)  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.

(iii)  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

34

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 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; provided that, after giving effect to the issuance of any Letter of Credit, the aggregate amount of Revolving Credit Usage under all Revolving Credit Facilities (excluding any Revolving Credit Usage pursuant to an Incremental Commitment) shall not exceed (x) the aggregate Revolving Credit Commitments then in effect of all Revolving Credit Lenders (other than any Incremental Commitments of Increasing Lenders) minus (y) the Availability Reduction Amount.  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

35

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 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

36

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 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

37

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.

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, in the case of any Irish Revolving Credit Borrowing, simultaneously with a copy to the Irish Swing Line Lenders and further, in the case of any Japanese Revolving Credit Borrowing, simultaneously with a copy to the Yen Swing Line Lenders), 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

38

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 and (F) in the case of a Revolving Credit Borrowing, the amount of the Availability Reduction Amount, if any.  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.

(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

39

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 such Borrowing, except that if the Face Amount of a Bankers’ Acceptance which would otherwise be accepted by a Canadian Revolving

40

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’ Acceptances shall have a BA Maturity Date that is thirty days after the date of issuance thereof.  Notwithstanding the foregoing, if an Event of Default has occurred and is continuing on the applicable BA Maturity Date of such maturing Bankers’ Acceptances, each Canadian Revolving Credit Borrower’s obligations in respect of maturing Bankers’ Acceptances shall be deemed to have been converted on the BA

41

Maturity Date thereof into a Canadian Prime Rate Loan in a principal amount equal to the full Face Amount of the maturing Bankers’ Acceptances.  On the BA Maturity Date of any Bankers’ Acceptance being repaid by means of the issuance of new Bankers’ Acceptances pursuant to this clause (ix) the applicable Canadian Revolving Credit Borrower shall pay to the Sub-Agent for the account of the applicable Canadian Revolving Credit Lender an amount equal to the sum of (A) the Acceptance Fee payable in respect of such newly issued Bankers’ Acceptance and (B) the excess of the Face Amount of such maturing Bankers’ Acceptance over the BA Discount Proceeds in respect of such newly issued Bankers’ Acceptance.

(c)  Each Bankers’ Acceptance shall mature, and the Face Amount thereof shall be due and payable, on the BA Maturity Date specified in such Bankers’ Acceptance.  Any overdue amount of any Bankers’ Acceptance shall bear interest, payable on demand, at the rate set forth in subsection 2.14(i).  Any payment of a maturing Bankers’ Acceptance shall, subject to subsection 2.5(b)(ix), be made as provided in subsection 2.13(c) (notwithstanding that any Lender or any other Person may be the holder thereof at maturity) and any such payment shall satisfy the applicable Canadian Revolving Credit Borrower’s obligations under the maturing Bankers’ Acceptance to which it relates, and the Lender accepting and purchasing the applicable Bankers’ Acceptance shall thereafter be solely responsible for the payment of such Bankers’ Acceptance.

(d)  A fee (an “Acceptance Fee”) shall be payable by the applicable Canadian Revolving Credit Borrower to each Canadian Revolving Credit Lender in advance (in the manner specified under this Agreement) upon the issuance of a Bankers’ Acceptance to be accepted by such Lender, or upon the purchase of an Acceptance Note by such Lender, calculated at the rate per annum equal to the Applicable Margin then in effect for Eurocurrency Rate Loans, such rate per annum to be calculated on the Face Amount of such Bankers’ Acceptance or Acceptance Note, as the case may be, and to be computed on the basis of the number of days in the term of such Bankers’ Acceptance or Acceptance Note, as the case may be.

(e)  Bankers’ Acceptances may not be prepaid.  Any Canadian Revolving Credit Borrower may, however, at its option, exercisable upon not less than two Business Day’s notice to the Canadian Sub-Agent, elect to deposit with the Canadian Sub-Agent Canadian Dollars in same-day funds to be held by the Sub-Agent, pursuant to collateral arrangements reasonably satisfactory to the Canadian Sub-Agent and such Canadian Revolving Credit Borrower, for application to the payment of any Borrowing of Bankers’ Acceptances designated by such Borrower in such notice.  If such a deposit is made, then such Bankers’ Acceptances shall be deemed no longer outstanding for purposes of this Agreement; provided that the amount of such deposit shall be not less than the full Face Amount of such Borrowing of Bankers’ Acceptances.  Furthermore, in the event the maturity of the Loans is accelerated pursuant to Section 7, each applicable Canadian Revolving Credit Borrower shall cash collateralize all outstanding Bankers’ Acceptances issued by such Borrower.

(f)  (i)    It is understood that from time to time certain Schedule II Banks and Schedule III Banks may not be authorized to or may, as a matter of general corporate policy, elect not to accept Bankers’ Acceptances (each, an “Acceptance Note Lender”); accordingly, any Acceptance Note Lender may instead

42

purchase Acceptance Notes of a Canadian Revolving Credit Borrower in accordance with the provisions of subsection 2.5(f)(ii) in lieu of accepting and purchasing Bankers’ Acceptances for its account.

(ii)  In connection with any request by a Canadian Revolving Credit Borrower for the creation of Bankers’ Acceptances, such Borrower shall deliver to each Acceptance Note Lender non-interest bearing promissory notes (each, an “Acceptance Note”) of such Borrower having the same maturity as the Bankers’ Acceptances to be created and in an aggregate principal amount equal to the Face Amount of the Bankers’ Acceptances that would otherwise have been required to be accepted by such Acceptance Note Lender as a part of such Borrowing.  Each Acceptance Note Lender hereby agrees to purchase Acceptance Notes from each Canadian Revolving Credit Borrower at a price equal to the BA Discount Proceeds determined by reference to the BA Discount Rate which would have been applicable if a Bankers’ Acceptance had been accepted by it, and such Acceptance Notes shall be governed by the provisions of this subsection 2.5 as if they were Bankers’ Acceptances.  The provisions of this subsection 2.5 shall apply, with all necessary changes, to Acceptance Notes issued under this subsection 2.5(f)(ii).

(g)  At the option of any Canadian Revolving Credit Lender, Bankers’ Acceptances under this Agreement to be accepted and purchased by such Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada).  All depository bills so issued shall be governed by the provisions of this subsection 2.5.

(h)  If the Canadian Sub-Agent or the Canadian Revolving Credit Lenders holding more than 50% of the Canadian Revolving Credit Commitments determine in good faith, which determination shall be final, conclusive and binding upon each Canadian Revolving Credit Borrower, and the Canadian Sub-Agent notifies such Borrower that, by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances or Acceptance Notes or the demand for Bankers’ Acceptances or Acceptance Notes is insufficient to allow the sale or trading of the Bankers’ Acceptances or Acceptance Notes created hereunder, then:

(i)  the right of any Canadian Revolving Credit Borrower to request the acceptance and purchase of Bankers’ Acceptances shall be suspended until the Canadian Sub-Agent or the Canadian Revolving Credit Lenders holding more than 50% of the Canadian Revolving Credit Commitments determine that the circumstances causing such suspension no longer exist and the Canadian Sub-Agent so notifies each Canadian Revolving Credit Borrower; and

(ii)  any Notice of Canadian Revolving Credit Borrowing or Notice of Rollover/Conversion in respect of Bankers’ Acceptances which are outstanding shall be cancelled and such notice shall (at the option of the applicable Borrower) be deemed to be a request for a Borrowing of or conversion to Canadian Prime Rate Loans in principal amount equal to the BA Discount Proceeds that would have been payable in respect of the requested Bankers’ Acceptances or Acceptance Notes.

(i)  The Canadian Sub-Agent shall promptly notify each Canadian Revolving Credit Borrower of the suspension of such Borrower’s right to request

43

acceptance and purchase of Bankers’ Acceptances or Acceptance Notes and of the termination of any such suspension.

(j)  In the event of any inconsistency between the provisions of this subsection 2.5 and any other provision of Section 2 or 3 with respect to Bankers’ Acceptances or Acceptance Notes, the provisions of this subsection 2.5 shall prevail.

2.6.  Swing Line Commitments.  (c)Subject to the terms and conditions hereof, each Swing Line Lender severally agrees to make swing line loans (“Swing Line Loans”) to any US Revolving Credit Borrower on any Business Day from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding for all Swing Line Lenders not to exceed $200,000,000; provided that in no event may the amount of any Swing Line Borrowing cause the aggregate amount of US Revolving Credit Loans and Swing Line Loans (after giving effect to the use of proceeds of such Swing Line Loans and any other concurrent Borrowing) to exceed the aggregate US Revolving Credit Commitments then in effect of all US Revolving Credit Lenders.  Amounts borrowed by the US Revolving Credit Borrowers under this subsection 2.6 may be repaid and, to but excluding the Termination Date, reborrowed.

(a)  All Swing Line Loans shall be made in Dollars and shall bear interest as set forth in Schedule 2.13(a) and, notwithstanding subsection 2.11(a), shall not be entitled to be converted into Eurocurrency Loans.  The applicable US Revolving Credit Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 1:00 P.M., New York City time), on the requested borrowing date (which shall be a Business Day) specifying the amount of each requested Swing Line Loan, which shall be in a minimum amount of $5,000,000 or a multiple of $1,000,000 in excess thereof, and the amount of the Availability Reduction Amount, if any.  Upon receipt of any such notice from the applicable US Revolving Credit Borrower, the Agent shall promptly notify each Swing Line Lender thereof.  Each Swing Line Lender will make the amount of its equal share of each Swing Line Loan available to the Agent for the account of the applicable US Revolving Credit Borrower at the office of the Agent specified in subsection 10.2 prior to 3:00 P.M., New York City time, on the borrowing date requested by the applicable US Revolving Credit Borrower in funds immediately available to the Agent.  The proceeds of each Swing Line Loan will then be made immediately available to the applicable US Revolving Credit Borrower by the Agent crediting the account of the applicable US Revolving Credit Borrower on the books of such office with the aggregate of the amounts made available to the Agent by the Swing Line Lenders and in like funds as received by the Agent.

(b)  The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the majority of the Swing Line Lenders, shall) on behalf of the applicable US Revolving Credit Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each US Revolving Credit Lender (including each Swing Line Lender) to make a US Revolving Credit Loan in an amount equal to such Lender’s US Revolving Credit Commitment Percentage of the principal amount of the Swing Line Loans of all Swing Line Lenders (the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that (i) at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Agent shall, on behalf of the applicable US Revolving Credit Borrower (which hereby irrevocably directs the Agent to act on its behalf), promptly request each US Revolving Credit Lender (including each Swing Line Lender) to make a US

44

Revolving Credit Loan in an amount equal to such Lender’s US Revolving Credit Commitment Percentage of the principal amount of such outstanding Swing Line Loan and (ii) the Swing Line Loans shall be prepaid by the applicable US Revolving Credit Borrower in accordance with the provisions of subsection 2.10(b)(i).  Unless any of the events described in paragraph (f) of Section 7 shall have occurred (in which event the procedures of paragraph (d) of this subsection 2.6 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a US Revolving Credit Loan are then satisfied, each US Revolving Credit Lender shall make the proceeds of its US Revolving Credit Loan available to the Agent for the ratable benefit of the Swing Line Lenders at the office of the Agent specified in subsection 10.2 prior to 11:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given.  The proceeds of such US Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans.

(c)  If, prior to the making of a US Revolving Credit Loan pursuant to paragraph (c) of this subsection 2.6, one of the events described in paragraph (f) of Section 7 shall have occurred, each US Revolving Credit Lender will, on the date such US Revolving Credit Loan was to have been made, purchase from the Swing Line Lenders an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its US Revolving Credit Commitment Percentage of such Refunded Swing Line Loans.  Each US Revolving Credit Lender will immediately transfer to the Agent, in immediately available funds, the amount of its participation and upon receipt thereof the Agent will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount.

(d)  Each US Revolving Credit Lender’s obligation to make US Revolving Credit Loans and to purchase participating interests in accordance with paragraphs (c) and (d) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, any US Revolving Credit Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (iv) any breach of this Agreement by the applicable US Revolving Credit Borrower or any other Person; (v) any inability of any US Revolving Credit Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  If any US Revolving Credit Lender does not make available to the Agent the amount required pursuant to paragraph (c) or (d) above, as the case may be, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Base Rate thereafter.  Notwithstanding the foregoing provisions of this subsection 2.6(e), no US Revolving Credit Lender shall be required to make a US Revolving Credit Loan to any US Revolving Credit Borrower for the purpose of refunding Swing Line Loans pursuant to paragraph (c) above or to purchase a participating interest in Swing Line Loans pursuant to paragraph (d) above if a Default or Event of Default has occurred and is continuing and prior to the making by the Swing Line Lenders of such Swing Line Loans, each

45

Swing Line Lender has received written notice from such Lender specifying that such Default or Event of Default has occurred and is continuing, describing the nature thereof and stating that, as a result thereof, such Lender shall cease to make such US Revolving Credit Loans and purchase such participating interests, as the case may be; provided that the obligation of such Lender to make such US Revolving Credit Loans and to purchase such participating interests shall be reinstated upon the earlier to occur of (i) the date upon which such Lender notifies the Swing Line Lenders that its prior notice has been withdrawn and (ii) the date upon which the Default or Event of Default specified in such notice no longer is continuing.

2.7.  Yen Swing Line Commitments.  (d)Subject to the terms and conditions hereof, each Yen Swing Line Lender agrees to make Yen swing line loans (“Yen Swing Line Loans”) and each Yen Overdraft Swing Line Lender agrees to make Yen overdraft swing line loans to the extent provided in subsection (b) (such overdraft swing line loans, which form a part of, and not in addition to the Yen Swing Line Loans hereunder, being “Yen Overdraft Swing Line Loans”) to any Japanese Borrower domiciled in Japan on any Business Day from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the maximum amount of the Yen Swing Line Facility then in effect; provided that in no event may the amount of any Yen Swing Line Loan cause the aggregate amount of Japanese Revolving Credit Loans and Yen Swing Line Loans (after giving effect to the use of proceeds of such Yen Swing Line Loans and any other concurrent Borrowing) to exceed the aggregate Japanese Revolving Credit Commitments then in effect of all Japanese Revolving Credit Lenders.  The Agent shall provide written notice to the applicable Yen Swing Line Lender (i) no later than 1:00 P.M. (Tokyo time) of the day in question of any Borrowing to the extent that such Borrowing will cause the Japanese Revolving Credit Loans to be in an aggregate amount in excess of $1,000,000,000 on any day and (ii) no later than 5:00 P.M. (Tokyo time) of the day in question of any notice of Default or Event of Default on the day the Agent receives such notice; provided that the Agent shall not have any liability to such Yen Swing Line Lender in the event that it fails to provide such notice.  Amounts borrowed by any Japanese Borrower under this subsection 2.7 may be repaid and, to but excluding the Termination Date, reborrowed.

(b)           Each Yen Overdraft Swing Line Loan shall only be made as follows with respect to the applicable Japanese Borrower’s Designated Account and the occurrence of any of the following events shall constitute an automatic request by the applicable Japanese Borrower for a Yen Overdraft Swing Line Loan:  (i) presentation of any checks, drafts or other items against a Designated Account in excess of the available balance in such account; (ii) the accrual of any charges against a Designated Account in excess of the balance in such account; or (iii) electronic or automatic or other funds transfers from a Designated Account or receipt or creation by the applicable Yen Overdraft Swing Line Lender of a debit entry against a Designated Account, in each case in excess of the available balance in such account.  In each case, the amount of the Yen Overdraft Swing Line Loan requested shall be equal to the amount by which the respective item, charge, debit or transfer drawn against or chargeable to the Designated Account exceeds the available balance in such account.  Each Yen Overdraft Swing Line Loan shall be made by automatic transfer of funds by the applicable Yen Overdraft Swing Line Lender directly into the Designated Account in question on the Business Day on which the request is made.  The applicable Yen Overdraft Swing Line Lender may, in its sole discretion, consider a request made after its customary “cut-off time” on a Business Day to have occurred on the next Business Day.  Each Japanese Borrower agrees that each Yen Overdraft Swing Line Loan made to it shall be repaid, together with accrued interest thereon, within two Business Days of having been incurred and that the applicable Yen Overdraft Swing Line Lender may (but shall not be required to) automatically debit such Japanese Borrower’s Designated Account on any Business Day to repay any outstanding Yen Overdraft Swing Line Loan, together with

46

any interest thereon, even if such debit causes another Yen Overdraft Swing Line Loan to be incurred by such Japanese Borrower.  For purposes of calculating the outstanding amount of any Yen Overdraft Swing Line Loan(s) and/or any accrued interest thereon, the books and records of the applicable Yen Overdraft Swing Line Lender shall be conclusive, absent manifest error.  The “Designated Accounts” shall be as follows:

each such Designated Account being a deposit account held by the principal office of BTMU in Tokyo, provided that any such Designated Account may be changed or deleted or additional Designated Accounts may be added if agreed to in writing by the applicable Yen Overdraft Swing Line Lender and the relevant Japanese Borrower and upon receipt of written notice of such change by the Agent and the Sub-Agent.  Only such portion of such Yen Overdraft Swing Line Loan as does not exceed the lesser of (i) the Yen Swing Line Commitment minus the aggregate amount of Yen Swing Line Loans (other than such Yen Overdraft Swing Line Loan) and (ii) the aggregate Available Revolving Credit Commitments shall be deemed to be Yen Swing Line Loans.

(c)           All Yen Swing Line Loans shall be made in Yen and shall bear interest as set forth in subsection 2.14(d) and shall not be entitled to be converted into Eurocurrency Loans.  Other than in the case of any Yen Overdraft Swing Line Loan, the applicable Japanese Borrower shall give each of the applicable Sub-Agent and Yen Swing Line Lender (and, in the case where a Japanese Borrower requests a Yen Swing Line Loan from BTMU as Yen Swing Line Lender, the Agent) irrevocable notice (which notice must be received by such Sub-Agent and the Yen Swing Line Lender (and Agent, if applicable) prior to 1:00 P.M., Tokyo time), on the requested borrowing date (which shall be a Business Day) specifying the amount of each requested Yen Swing Line Loan, which shall be in a minimum amount of ¥100,000,000 or a multiple thereof, and the amount of the Availability Reduction Amount, if any; provided that, where the Sub-Agent is not acting as Yen Swing Line Lender in respect of such Yen Swing Line Loan request, the Sub-Agent shall have no liability with respect to crediting the proceeds of any Yen Swing Line Loan to the applicable Japanese Borrower’s account or to monitor the movement of such Yen Swing Line Loans from the Yen Swing Line Lender; and provided further that, where a Yen Swing Line Loan is requested from a Yen Swing Line Lender other than BTMU, the Sub-Agent shall promptly notify the Agent upon notice of such Yen Swing Line Loan request.  In the case where a Japanese Borrower requests a Yen Swing Line Loan from BTMU as Yen Swing Line Lender, upon receipt of any such notice from such Japanese Borrower, the Agent shall notify BTMU of its receipt of any such notice, accompanied, if applicable, by any notice of Default or Event of Default which the Agent may have received, by 2:00 P.M., Tokyo time, on the requested borrowing date.  Other than in the case of any Yen Overdraft Swing Line Loan, the Yen Swing Line Lender will make the entire amount of each Yen Swing Line Loan requested from such Lender available directly to the applicable Japanese Borrower prior to 3:00 P.M., Tokyo time, on the borrowing date requested by such Japanese Borrower in funds immediately available to such Japanese Borrower by crediting (i) in the case where a Japanese Borrower requests a Yen Swing Line Loan from BTMU as Yen Swing Line Lender, such Japanese Borrower’s main transaction account at the principal office of BTMU in Tokyo or (ii) in the case where a Japanese Borrower requests a Yen Swing Line Loan from a Yen Swing Line Lender other than BTMU, an account in Japan designated by such Japanese Borrower in its discretion in the notice given to the Sub-Agent and the Yen Swing Line Lender with respect to such Yen Swing Line Loan.  In the case of any Yen Overdraft Swing Line Loan, the Yen Overdraft Swing Line Lender shall provide notice to the Agent of the amount

47

of such Yen Overdraft Swing Line Loan by 10:00 A.M., Tokyo time on the immediately succeeding Business Day.

(d)           The Agent, at any time in its sole and absolute discretion, may (or, upon the request of a Yen Swing Line Lender, shall) on behalf of the applicable Japanese Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each Japanese Revolving Credit Lender (including the Yen Swing Line Lenders) to make a Japanese Revolving Credit Loan in an amount equal to such Lender’s Japanese Revolving Credit Commitment Percentage of the principal amount of the Yen Swing Line Loans of such Yen Swing Line Lender (the “Refunded Yen Swing Line Loans”) outstanding on the date such notice is given; provided that (i) at any time as there shall be a Yen Swing Line Loan outstanding for more than seven Business Days (or two Business Days in the case of Yen Overdraft Swing Line Loans), the Agent shall, on behalf of the applicable Japanese Borrower (which hereby irrevocably directs the Agent to act on its behalf), promptly request each Japanese Revolving Credit Lender (including the Yen Swing Line Lenders) to make a Japanese Revolving Credit Loan in an amount equal to such Lender’s Japanese Revolving Credit Commitment Percentage of the principal amount of such outstanding Yen Swing Line Loans and (ii) the Yen Swing Line Loans shall be prepaid by the applicable Japanese Borrower in accordance with the provisions of subsection 2.10(c)(i).  Unless any of the events described in paragraph (f) of Section 7 shall have occurred (in which event the procedures of paragraph (d) of this subsection 2.7 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Japanese Revolving Credit Loan are then satisfied, each Japanese Revolving Credit Lender shall make the proceeds of its Japanese Revolving Credit Loan available to the Agent for the ratable benefit of such Yen Swing Line Lender at the office of the Agent specified in subsection 10.2 prior to 1:00 P.M., Tokyo time, in funds immediately available on the Business Day next succeeding the date such notice is given.  The proceeds of such Japanese Revolving Credit Loans shall be immediately applied to repay the Refunded Yen Swing Line Loans.

(e)           If, prior to the making of a Japanese Revolving Credit Loan pursuant to paragraph (d) of this subsection 2.7, one of the events described in paragraph (f) of Section 7 shall have occurred, each Japanese Revolving Credit Lender will, on the date such Japanese Revolving Credit Loan was to have been made, purchase from the applicable Yen Swing Line Lender an undivided participating interest in the Refunded Yen Swing Line Loans in an amount equal to its Japanese Revolving Credit Commitment Percentage of such Refunded Yen Swing Line Loans.  Each Japanese Revolving Credit Lender will immediately transfer to the Agent, in immediately available funds, the amount of its participation and upon receipt thereof the Agent will deliver to such Japanese Revolving Credit Lender a Yen Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount.

(f)            Each Japanese Revolving Credit Lender’s obligation to make Japanese Revolving Credit Loans and to purchase participating interests in accordance with paragraphs (d) and (e) above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Japanese Revolving Credit Lender may have against any Yen Swing Line Lender, any Japanese Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Japanese Borrower or any other Person; (iv) any breach of this Agreement by a Japanese Borrower or any other Person; (v) any inability of a Japanese Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  If any Japanese Revolving Credit Lender does not make available to the Agent the amount required pursuant to paragraph (d) or (e) above, as the case may be, the Agent shall be entitled to recover such amount on demand from such Japanese Revolving Credit Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the “uncollateralized overnight call rate” as 

48

determined by The Bank of Japan for the first two Business Days and at the Base Rate thereafter.  Notwithstanding the foregoing provisions of this subsection 2.7(f), no Japanese Revolving Credit Lender shall be required to make a Japanese Revolving Credit Loan to a Japanese Borrower for the purpose of refunding Yen Swing Line Loans pursuant to paragraph (d) above or to purchase a participating interest in Yen Swing Line Loans pursuant to paragraph (e) above if a Default or Event of Default has occurred and is continuing and prior to the making by the Yen Swing Line Lender of such Yen Swing Line Loans, the Yen Swing Line Lender has received written notice from such Japanese Revolving Credit Lender specifying that such Default or Event of Default has occurred and is continuing, describing the nature thereof and stating that, as a result thereof, such Japanese Revolving Credit Lender shall cease to make such Japanese Revolving Credit Loans and purchase such participating interests, as the case may be; provided that the obligation of such Japanese Revolving Credit Lender to make such Japanese Revolving Credit Loans and to purchase such participating interests shall be reinstated upon the earlier to occur of (i) the date upon which such Japanese Revolving Credit Lender notifies the Yen Swing Line Lender that its prior notice has been withdrawn and (ii) the date upon which the Default or Event of Default specified in such notice no longer is continuing.

(g)           With regard to any assignment by any Yen Swing Line Lender of any portion of its interest in Yen Swing Line Loans and/or its Commitments to make such Loans, the assigning Yen Swing Line Lender and the relevant assignee may supplement the provisions of any Assignment and Assumption Agreement by which such assignment is to be made in order to clarify the post-assignment responsibilities of the assignor and assignee and the capacities in which they may act with respect to their Commitments to make Yen Swing Line Loans and otherwise carry out the provisions of this Agreement relating to Yen Swing Line Loans, so long as such supplemental provisions do not have an adverse impact on the Agent or any other Lender (unless the Agent or such other Lender shall have consented to such supplemental provisions in writing).

2.8.  Designated Borrowers.  (e)The Subsidiaries listed on Schedule 2.8 (effective as of the date hereof), and such other Subsidiaries as may be reasonably acceptable to the Agent and the Lenders under the applicable Facility or Facilities (subject to the provisions of this subsection 2.8), shall be “Designated Borrowers” hereunder and may receive Loans for their respective accounts on the terms and conditions set forth in this Agreement.

(a)  The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion), designate any additional Subsidiary of the Company (an “Applicant Borrower”) to receive Loans hereunder by delivering to the Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit C (a “Designated Borrower Request and Assumption Agreement”).  The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Agent and the Lenders under the applicable Facility or Facilities shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including, without limitation, all such documents or information required to comply with the Patriot Act), in each case consistent with the documents and information required to be delivered hereunder with respect to the Company on the Closing Date (but with such differences as may be appropriate in light of applicable local law), and Notes signed by such new Borrowers to the extent any Lenders under the applicable Facility or Facilities so require.  If the Agent and the Lenders under the applicable Facility or Facilities agree that an Applicant Borrower shall be entitled to receive Loans

49

hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Agent shall send a notice in substantially the form of Exhibit D (a “Designated Borrower Notice”) to the Company and the Lenders under the applicable Facility or Facilities specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of such Lenders agrees to permit such Designated Borrower to receive Loans hereunder under the Applicable Facility or Facilities, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.

(b)  Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this subsection 2.8 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto.  Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective if given or taken only by the Company on behalf of any Designated Borrower shall also be valid and effective if given or taken by the Designated Borrower whether or not the Company joins thereto.  Any notice, demand, consent, acknowledgment, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

(c)  The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans or Letters of Credit payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, in each case as of the effective date of such termination; provided further that, if such Designated Borrower is also a Guarantor, such termination will not affect such Designated Borrower’s obligations as a Guarantor under the Guaranty.  The Agent will promptly notify the Lenders of any such termination of Designated Borrower’s status.

2.9.  Termination or Reduction of Commitments.  (f)Optional.  The Company shall have the right, upon not less than one Business Day’s notice to the Agent (or applicable Sub-Agent), to terminate the Commitments under any Facility when no Loans or Letters of Credit are then outstanding under such Facility (after giving effect to any repayments made at the time such notice is given or such termination is to take effect) or, from time to time, to reduce the unutilized portion of the Commitments under any Facility.  Any such reduction shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall reduce permanently the Commitments then in effect.  On the date on which any such reduction or termination takes place with respect to the Japanese Revolving Credit Facility or the Yen Swing Line Facility, the Agent shall notify the Yen Swing Line Lenders in writing on such date; provided that the Agent shall have no liability for any failure to provide such notice.  On the date on which any such reduction or termination takes place with respect to the Irish Revolving Credit Facility or the Irish Swing Line Facility, the Agent shall notify the Irish Swing Line Lenders in writing on such date; provided that the Agent shall have no liability for any failure to provide such notice.

50

(a)  Mandatory.  The aggregate Term Commitments under each Term Facility shall be automatically and permanently reduced to zero on the date of the Borrowings in respect of such Term Facility.

2.10.  Prepayments.  (g)Each Borrower may, at any time and from time to time, prepay the Revolving Credit Loans and the Term Loans, in whole or in part, without premium or penalty (but subject to the provisions of subsection 2.22), (i) in the case of Base Rate Loans or Canadian Prime Rate Loans, upon irrevocable notice to the Agent not later than 11:00 A.M. on the date of such prepayment and (ii) in the case of Eurocurrency Loans, upon at least two Business Days’ irrevocable notice to the Agent, in each case specifying the date and amount of prepayment, the Currency of the Loans to be prepaid, the Facility under which such Loans are outstanding and the Type or Types of the Loans being prepaid, and, if of a combination of Types, the amount allocable to each.  Upon receipt of any such notice the Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsection 2.22 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid.  Term Loans shall be prepaid in the currency in which such Loans were borrowed.  Amounts prepaid on account of the Term Loans may not be reborrowed.  Partial prepayments shall be in an aggregate principal amount equal to the Applicable Borrowing Minimum or an Applicable Borrowing Multiple in excess thereof.

(a)  The Company (i) shall prepay all Swing Line Loans then outstanding simultaneously with any US Revolving Credit Borrowing and (ii) may prepay (without premium or penalty) any Swing Line Loans then outstanding upon notice prior to 1:00 P.M. (New York City time) on the date of such payment.

(b)  Each Japanese Revolving Credit Borrower (i) shall prepay all Yen Swing Line Loans made to it that are then outstanding simultaneously with any Japanese Revolving Credit Borrowing by it and (ii) may prepay (without premium or penalty) any Yen Swing Line Loans then outstanding upon notice (if required by the applicable Yen Swing Line Lender) prior to 10:00 A.M. (Tokyo time) on the date of such payment.

(c)  If, as a result of any negative fluctuations in the Equivalent in Dollars of Available Foreign Currencies (or other foreign currencies in which outstanding Letters of Credit may be denominated), including, without limitation, with respect to Letters of Credit, from the date of any Borrowing (as determined on the last day of each fiscal quarter of the Company), the aggregate amount of outstanding Loans (plus, in the case of the Irish Revolving Credit Facility, the aggregate Available Letter of Credit Amount of all Letters of Credit then outstanding) under any Facility exceeds 105% of the aggregate amount of the Commitments under such Facility as then in effect, the relevant Borrowers shall, if requested (through the Agent) by the Lenders holding a majority in interest of the outstanding Loans (plus, in the case of the Irish Revolving Credit Facility, the aggregate Available Letter of Credit Amount of all Letters of Credit then outstanding) and Commitments under such Facility prepay the Loans within five Business Days following such Borrowers’ receipt of such request in such amounts as shall be necessary so that after giving effect thereto the aggregate outstanding amount of the Loans does not exceed the Commitments, in each case under such Facility.

(d)  Each Irish Revolving Credit Borrower (i) shall prepay all Irish Swing Line Loans made to it that are then outstanding simultaneously with any Irish

51

Revolving Credit Borrowing by it and (ii) may prepay (without premium or penalty) any Irish Swing Line Loans then outstanding upon notice prior to the Irish Swing Line Applicable Time on the date of such payment.

(e)  The Borrowers shall, on each Business Day, if applicable, prepay (with no corresponding commitment reduction) an aggregate principal amount of the Revolving Credit Loans or cash collateralize Letters of Credit in an amount equal to the amount by which the aggregate amount of Revolving Credit Usage in respect of a Revolving Credit Facility (excluding any Revolving Credit Usage pursuant to an Incremental Commitment) exceeds (x) the Revolving Credit Commitments then in effect of all Revolving Credit Lenders in respect of such Facility (other than any Incremental Commitments of Increasing Lenders) minus (y) the Availability Reduction Amount attributable to such Facility.

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

(a)  Any Eurocurrency Loans may be continued as Eurocurrency Loans in the same Currency upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving notice to the Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that (i) no Eurocurrency Loan may be continued as such when any Event of Default has occurred and is continuing and the Agent has or the Majority Lenders have determined that such continuation is not appropriate and (ii) no Eurocurrency Loan may be continued as such after the date that is one month prior to the Termination Date and provided, further, that if (A) the applicable Borrower shall fail to give any required notice as described above in this paragraph, such Eurocurrency Loans shall be continued on the last day of the then current Interest Period as Eurocurrency Loans with an Interest Period of one month and (B) if such continuation is not permitted pursuant to the preceding proviso (I) any such Eurocurrency Loans denominated in Dollars shall be automatically converted to Base Rate Loans and (II) any such Eurocurrency Loans denominated in an Available Foreign Currency shall be deemed to be exchanged for the Equivalent amount thereof in Dollars and automatically converted to Base Rate Loans, in each case on the last day of such then expiring Interest Period.

2.12.  Minimum Amounts of Eurocurrency Borrowings; Interest Periods.  All Revolving Credit Borrowings and conversions and continuations of Revolving Credit Loans hereunder and all selections of Interest Periods for Revolving Credit Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of

52

the Revolving Credit Loans comprising each Eurocurrency Borrowing of Revolving Credit Loans shall be equal to the Applicable Borrowing Minimum or an Applicable Borrowing Multiple in excess thereof and so that there shall not be more than an aggregate of 35 Eurocurrency Borrowings outstanding at any one time in respect of the Revolving Credit Facilities.  All Term Borrowings and conversions and continuations of Term Loans hereunder and all selections of Interest Periods for Term Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, there shall not be more than an aggregate of 35 Eurocurrency Borrowings outstanding at any one time in respect of the Term Facilities.

2.13.  Repayment of Loans and Letter of Credit Drawings; Evidence of Debt.  (i)Each Borrower shall repay the aggregate outstanding principal amount of the Term Loans made to such Borrower to the Agent (or applicable Sub-Agent) for the ratable account of the Term Loan Lenders on the Termination Date (or such earlier date as the Term Loans become due and payable pursuant to Section 7) in the currency in which such Loans were borrowed.

(a)  Each Borrower hereby unconditionally promises to pay to the applicable Agent (or applicable Sub-Agent) for the ratable account of the Revolving Credit Lenders under each Facility on the Termination Date (or such earlier date as the Revolving Credit Loans under such Facility become due and payable pursuant to Section 7), the unpaid principal amount of each Revolving Credit Loan (including, without limitation, each Swing Line Loan, Irish Swing Line Loan and Yen Swing Line Loan, if any) made to such Borrower under such Facility; provided that Yen Swing Line Loans (including Yen Overdraft Swing Line Loans) and any interest thereon may be repaid directly to the Yen Swing Line Lender and Irish Swing Line Loans and any interest thereon may be repaid directly to the Irish Swing Line Lender.

(b)  Each Canadian Revolving Credit Borrower agrees to repay to the Canadian Sub-Agent for the ratable account of each Canadian Revolving Credit Lender on the Termination Date (or such earlier date as the Canadian Revolving Credit Loans become due and payable pursuant to Section 7), the unpaid principal amount of the Canadian Revolving Credit Loans made to it and then outstanding.  If, notwithstanding subsection 2.5, a Bankers’ Acceptance remains outstanding on the Termination Date (or such earlier date as the Canadian Revolving Credit Loans become due and payable pursuant to Section 7), the applicable Canadian Revolving Credit Borrower shall, on the Termination Date or such earlier date, post cash collateral with the Sub-Agent in an amount sufficient to enable such Bankers’ Acceptance to be paid at maturity thereof.

(c)  Each Borrower hereby further agrees to pay interest in immediately available funds at the office of the Agent on the unpaid principal amount of each Loan made to such Borrower from time to time from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in subsection 2.14.

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

53

(e)  The Agent shall maintain the Register pursuant to subsection 10.7(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Revolving Credit Loan and Term Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder from the Borrowers and each Lender’s share thereof.

(f)  The entries made in the Register and accounts maintained pursuant to paragraphs (e) and (f) of this subsection 2.13 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided, however, that the failure of any Lender or the Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers in accordance with the terms of this Agreement.

(g)  Each Revolving Loan and Term Loan of a Lender (other than Banker’s Acceptances) may be evidenced (if requested by such Lender) by a Note issued by the applicable Borrower in accordance with subsection 10.7(d).

(h)  The payment obligations of each Borrower under any Letter of Credit Agreement relating to any Letter of Credit issued for the account of such Borrower shall be absolute and unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement and such Letter of Credit Agreement (it being understood that in the event of any conflict between this Agreement and any Letter of Credit Agreement, the provisions of this Agreement shall govern) under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by such Borrower is without prejudice to, and does not constitute a waiver of, any rights (including, without limitation, the right to assert any claim by separate suit or compulsory counterclaim) such Borrower might have or might acquire as a result of the payment by any Issuing Bank of any draft or the reimbursement by such Borrower thereof), provided that notwithstanding the following, no Borrower shall in any event be obligated to reimburse such Issuing Bank for any wrongful payment made by such Issuing Bank under any Letter of Credit as a result of acts or omission constituting willful misconduct or gross negligence:

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

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

(iii)  the existence of any claim, set-off, defense or other right that such Borrower may have at any time against any beneficiary or any transferee of a Letter

54

of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, the Agent, any Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

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

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

(vi)  any release or amendment or waiver of or consent to departure from any guarantee for all or any of the obligations of such Borrower in respect of the L/C Related Documents; or

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

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that the obligations of the Borrowers in their respective capacities as such under this Agreement or any other Loan Document are several and not joint (it being understood that this subsection 2.13(i) shall in no way limit the obligations of the Company under Section 8 of this Agreement or the obligations of any Guarantor in its capacity as such under the Guaranty).

2.14.  Interest Rates and Payment Dates.  (j)Each Base Rate Loan shall bear interest at a rate per annum equal at all times to the Base Rate.

(a)  Each Canadian Prime Rate Loan shall bear interest at a rate per annum equal at all times to the Canadian Prime Rate.

(b)  Each Swing Line Loan shall bear interest at a rate equal to the Federal Funds Rate (as determined by the Agent from time to time) plus the Applicable Margin then in effect for Eurocurrency Loans.

(c)  Each Yen Swing Line Loan (other than Yen Overdraft Swing Line Loans) shall bear interest at a rate equal to (i) in the case of Yen Swing Line Loans made by BTMU as Yen Swing Line Lender, the Short Term Prime Rate minus 0.60% per annum or (ii) in the case of Yen Swing Line Loans made by Yen Swing Line Lenders other than BTMU, the Yen Swing Line Rate.  In the case of Yen Swing Line Loans made available by BTMU, in the event (an “Adjustment Event”) that, on the first day of any calendar month, the Short Term Prime Rate (as of such date) minus 0.60% per annum either (i) exceeds the rate (the “Formula Rate”) equal to the sum of (A) the average one-month Eurocurrency Rate for yen-denominated borrowings (the “Average Eurocurrency Rate”) for the immediately preceding full calendar month, (B) the Applicable Margin (as of such date) and (C) 0.10% per

55

annum or (ii) is less than such Formula Rate minus 0.20% per annum, then, in either such case, BTMU may, and upon receipt of written request from any of the Japanese Borrowers shall (in each case without the consent of any other party to this Agreement), change the rate per annum applicable to Yen Swing Line Loans pursuant to this Section 2.14(d) (with such change taking effect on the tenth Business Day following the receipt of such request or the decision by BTMU to make such change) to a rate per annum equal to such Formula Rate minus 0.10% per annum; provided that, if no Adjustment Event exists on the first day of any calendar month, the rate per annum applicable to Yen Swing Line Loans made by BTMU pursuant to this Section 2.14(d) shall remain equal to (or shall revert to, as applicable) the Formula Rate minus 0.10% per annum.  At the end of each calendar month, any one of the Japanese Borrowers shall calculate the Average Eurocurrency Rate for the immediately preceding full calendar month for the purpose of computing the interest rate for the immediately following month and shall provide such calculations to the Agent and BTMU for use in setting the interest rate for Yen Swing Line Loans made available by BTMU for the following calendar month (subject to the approval of such calculation by BTMU).

(d)  Each Yen Overdraft Swing Line Loan shall bear interest at a rate equal to (i) in the case of Yen Overdraft Swing Line Loans made by BTMU as Yen Overdraft Swing Line Lender, the Short Term Prime Rate plus 0.00% per annum or (ii) in the case of Yen Overdraft Swing Line Loans made by Yen Overdraft Swing Line Lenders other than BTMU, the Yen Swing Line Rate.

(e)  Subject to subsection 2.20(c), the Loans comprising each Eurocurrency Borrowing shall bear interest at a rate per annum equal to, in the case of each Eurocurrency Revolving Credit Loan and each Eurocurrency Term Loan, the Eurocurrency Rate for the Interest Period in effect for such Eurocurrency Borrowing plus the Applicable Margin plus (in the case of a Eurocurrency Rate Loan of any Lender which is made from a Funding Office in the United Kingdom or a participating member of the European Union) the Mandatory Cost, if any.

(f)  Interest shall be payable (other than in respect of Borrowings by way of Bankers’ Acceptances) in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (i) of this subsection 2.14 shall be payable from time to time on demand and accrued interest on any Irish Swing Line Loan [or] Yen Swing Line Loan shall be payable at the time such Loan is repaid.

(g)  The “Applicable Margin” with respect to each Eurocurrency Revolving Credit Loan, each Eurocurrency Term Loan, each Irish Swing Line Loan, each Yen Swing Line Loan and each Swing Line Loan, at any date shall be the applicable percentage amount set forth in the table below based upon the applicable rating of the Index Debt on such date:

56