Unassociated Document

Your Signature:

(Sign exactly as your name appears on the

other side of this Note.)

Signature

Guarantee:

(Signature must be guaranteed)

CAPMARK FINANCIAL GROUP INC.

as Issuer

the GUARANTORS named herein

FLOATING RATE FIRST LIEN A NOTES DUE [____]

and

FLOATING RATE FIRST LIEN B NOTES DUE [____]

[________________]

INDENTURE

Dated as of [____]

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Agent

Table of Contents

		PAGE

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitions	24
SECTION 1.03.	Incorporation by Reference of TIA	25
SECTION 1.04.	Rules of Construction	25

ARTICLE 2

THE NOTES

SECTION 2.01.	Amount of Notes	26
SECTION 2.02.	Form and Dating	26
SECTION 2.03.	Execution and Authentication	27
SECTION 2.04.	Registrar, Paying Agent and Calculation Agent	27
SECTION 2.05.	Paying Agent to Hold Money in Trust	28
SECTION 2.06.	Holder Lists	28
SECTION 2.07.	Transfer and Exchange	28
SECTION 2.08.	Replacement Notes	29
SECTION 2.09.	Outstanding Notes	30
SECTION 2.10.	Temporary Notes	30
SECTION 2.11.	Cancellation	30
SECTION 2.12.	Defaulted Interest	30
SECTION 2.13.	CUSIP Numbers, ISINs, etc	31
SECTION 2.14.	Calculation of Principal Amount of Notes	31

ARTICLE 3

ACCOUNTS; PRIORITY OF PAYMENTS

SECTION 3.01.	Establishment of Accounts	31
SECTION 3.02.	Eligible Investments	33
SECTION 3.03.	Determination of Payment Amounts	33
SECTION 3.04.	Notification of Distribution Amounts	34
SECTION 3.05.	Transfer to Distribution Account	35
SECTION 3.06.	Payment Date Distributions	35
SECTION 3.07.	Optional Redemption	37
SECTION 3.08.	AHYDO Redemption	39

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ARTICLE 4

COVENANTS

SECTION 4.01.	Payment of Notes	39
SECTION 4.02.	Reports and Other Information	40
SECTION 4.03.	Future Guarantors	41
SECTION 4.04.	Maintenance of Office or Agency	41
SECTION 4.05.	Compliance Certificate	42
SECTION 4.06.	Offer to Repurchase Upon Change of Control	42
SECTION 4.07.	Maintenance of Corporate Existence	44
SECTION 4.08.	Limitation on Indebtedness.	44
SECTION 4.09.	Limitation on Restricted Payments	47
SECTION 4.10.	Limitation on Liens	48
SECTION 4.11.	Limitation on Restriction on Distributions from Obligors	48
SECTION 4.12.	Limitation on Asset Dispositions	50
SECTION 4.13.	Limitation on Affiliate Transactions	50
SECTION 4.14.	Impairment of Security Interest	51
SECTION 4.15.	Permitted Business	52
SECTION 4.16.	Limitation on Investments	52
SECTION 4.17.	Payment of Taxes and Other Claims	64
SECTION 4.18.	Further Instruments and Acts	65
SECTION 4.19.	REO Property	65

ARTICLE 5

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 5.01.	Consolidation, Merger, Sale or Conveyance	67

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01.	Events of Default	69
SECTION 6.02.	Acceleration	71
SECTION 6.03.	Other Remedies	71
SECTION 6.04.	Waiver of Past Defaults	72
SECTION 6.05.	Control by Majority	72
SECTION 6.06.	Limitation on Suits	72
SECTION 6.07.	Rights of the Holders to Receive Payment	73
SECTION 6.08.	Collection Suit by Trustee	73
SECTION 6.09.	Trustee May File Proofs of Claim	73
SECTION 6.10.	Priorities	73
SECTION 6.11.	Undertaking for Costs	74
SECTION 6.12.	Waiver of Stay or Extension Laws	74
SECTION 6.13.	Priority of Proceeds; Turnover Provisions	75

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ARTICLE 7

TRUSTEE

SECTION 7.01.	Duties of Trustee	75
SECTION 7.02.	Rights of Trustee	76
SECTION 7.03.	Individual Rights of Trustee	77
SECTION 7.04.	Trustee’s Disclaimer	77
SECTION 7.05.	Notice of Defaults	78
SECTION 7.06.	Reports by Trustee to the Holders	78
SECTION 7.07.	Compensation and Indemnity	78
SECTION 7.08.	Replacement of Trustee	79
SECTION 7.09.	Successor Trustee by Merger	80
SECTION 7.10.	Eligibility; Disqualification	81
SECTION 7.11.	Preferential Collection of Claims Against Issuer	81
SECTION 7.12.	Collateral Agent	81

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.	Discharge of Liability on Notes; Defeasance	81
SECTION 8.02.	Conditions to Defeasance	83
SECTION 8.03.	Application of Trust Money	84
SECTION 8.04.	Repayment to the Issuer	84
SECTION 8.05.	Indemnity for Government Obligations	85
SECTION 8.06.	Reinstatement	85

ARTICLE 9

AMENDMENTS AND WAIVERS

SECTION 9.01.	Without Consent of the Holders	85
SECTION 9.02.	With Consent of the Holders	86
SECTION 9.03.	Compliance with Trust Indenture Act	87
SECTION 9.04.	Revocation and Effect of Consents and Waivers	88
SECTION 9.05.	Notation on or Exchange of Notes	88
SECTION 9.06.	Trustee to Sign Amendments	88
SECTION 9.07.	Payment for Consent	88
SECTION 9.08.	Voting	89

ARTICLE 10

GUARANTEES

SECTION 10.01.	Notes Guarantees	89
SECTION 10.02.	Limitation on Liability; Release	91

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SECTION 10.03.	Successors and Assigns	91
SECTION 10.04.	No Waiver	91
SECTION 10.05.	Modification	92
SECTION 10.06.	Execution of Supplemental Indenture for Future Guarantors	92
SECTION 10.07.	Subrogation	92
SECTION 10.08.	Benefits Acknowledged	92

ARTICLE 11

SECURITY DOCUMENTS

SECTION 11.01.	Collateral and Security Documents	93
SECTION 11.02.	Release of Collateral	93
SECTION 11.03.	After Acquired Property	94
SECTION 11.04.	Permitted Ordinary Course Activities with Respect to Collateral	94
SECTION 11.05.	Purchaser Protected	95
SECTION 11.06.	Certificates and Opinions	95
SECTION 11.07.	Further Assurances	95

ARTICLE 12

MISCELLANEOUS

SECTION 12.01.	TIA Controls	96
SECTION 12.02.	Notices	96
SECTION 12.03.	Communication by the Holders with Other Holders	97
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent	97
SECTION 12.05.	Statements Required in Certificate or Opinion	97
SECTION 12.06.	When Notes Disregarded	97
SECTION 12.07.	Rules of Trustee, Paying Agent, Calculation Agent, Registrar and Collateral Agent	98
SECTION 12.08.	Legal Holidays	98
SECTION 12.09.	Governing Law	98
SECTION 12.10.	No Recourse Against Others	98
SECTION 12.11.	Successors	98
SECTION 12.12.	Multiple Originals	98
SECTION 12.13.	Table of Contents; Headings	98
SECTION 12.14.	Indenture Controls	98
SECTION 12.15.	Severability	98
SECTION 12.16.	USA Patriot Act	99

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Appendix A

Exhibit 1-A – Form of A Notes
Exhibit 1-B – Form of B Notes
Exhibit 2 – Form of Certificate of Transfer
Exhibit 3 – Form of Certificate of Exchange
Exhibit 4 – Form of Certificate from Acquiring Institutional Accredited Investor

Appendix B – Form of Supplemental Indenture for Future Guarantors
Appendix C
Appendix D
Appendix E
Appendix F

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CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(b)	7.08; 7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.06
	(b)	12.03
	(c)	12.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06
	(c)	7.06
	(d)	7.06
314	(a)	4.02, 4.05
	(b)	11.06
	(c)(1)	12.04
	(c)(2)	12.04
	(c) (3)	N.A.
	(d)	11.06
	(e)	12.05
	(f)	N.A.
315	(a)	7.01
	(b)	7.05
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a) (last sentence)	12.06
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.05
318	(a)	12.01

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.

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INDENTURE dated as of [____] among Capmark Financial Group Inc., a Nevada corporation (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust, National Association, a national banking association, as trustee, (the “Trustee”) and Wilmington Trust, National Association, a national banking association, as collateral agent (the “Collateral Agent”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of Notes issued under this Indenture.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“A Notes” means the Floating Rate First Lien A Notes issued by the Issuer on the Issue Date.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary for such a Global Note, to the extent applicable to such transaction and as in effect from time to time.

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law), property or other assets, including Loan Assets (each referred to for the purposes of this definition as a “disposition”), by the Issuer or any of the Guarantors, including any disposition by means of a merger, consolidation or similar transaction. Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(i) a disposition by a Guarantor to the Issuer or by the Issuer or a Guarantor to another Guarantor;

(ii) the sale of Cash Equivalents;

(iii) a disposition of inventory in the ordinary course of business (other than Loan Sales);

(iv) a disposition of obsolete, scrap or worn out assets that are no longer useful in the conduct of the business of the Issuer and the Guarantors;

(v) transactions permitted under Section 5.01;

(vi) an issuance of Capital Stock by a Guarantor of the Issuer to the Issuer or to another Guarantor;

(vii) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Issuer and the Guarantors;

(viii) any charter or lien of equipment entered into in the ordinary course of business and with respect to which the Issuer or a Guarantor is a lessor (except if it provides for the acquisition of such assets by the lessee during or at the end of the term thereof for an amount that is less than the fair market value thereof at the time the right to acquire occurs); and

(ix) foreclosures on assets.

“Authorized Denomination” means $1.00 or any integral multiple of $1.00 in excess of $1.00.

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such payments.

“B Notes” means the Floating Rate First Lien B Notes issued by the Issuer on the Issue Date.

“Bank Subsidiary” means Capmark Bank and any of its direct or indirect Subsidiaries.

“Bankruptcy Case” means the case filed under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware and captioned “In re Capmark Financial Group Inc. et al.,” Case No. 09-13684 (CSS).

“Board of Directors” means as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution certified by an Officer as having been duly adopted by the Board of Directors and being in full force and effect on the date of such certification.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City or in the place of payment on the Notes.

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“Capital Event” means the issuance of Capital Stock (other than to an Obligor) or the Incurrence of Indebtedness (other than intercompany Indebtedness among Obligors) by the Issuer or any of the Guarantors, in each case that generates net cash proceeds for the Obligors.

“Capital Maintenance Agreement” means the Capital Maintenance Agreement, dated March 16, 2006, as the same may be amended or modified, among the Issuer, the Federal Deposit Insurance Corporation and the other parties named therein.

“Capmark Bank” means Capmark Bank, a non-Guarantor wholly-owned Subsidiary of the Issuer and FDIC-insured deposit taking institution headquartered in Midvale, Utah.

“Capital Stock” means:

(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) or corporate stock, including each class of Common Stock and Preferred Stock of such Person; and

(2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the stated maturity thereof will be the date of the last scheduled payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means:

(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 $100,000,000 or whose commercial paper rating is at least A-1 from S&P or P-1 from Moody’s and having maturities of not more than 12 months after acquisition;

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

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

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(5) money market funds in substantially all of the assets of which comprise Investments of the type described in clauses (1) through (4) above.

“Change of Control” means the occurrence of one or more of the following events:

(1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Issuer to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof, other than a Guarantor (whether or not otherwise in compliance with the provisions of this Indenture);

(2) the approval by the holders of Capital Stock of the Issuer of any plan or proposal for the liquidation or dissolution of the Issuer (whether or not in compliance with the provisions of this Indenture);

(3) any Person or Group, shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Issuer; or

(4) the replacement of a majority of the Board of Directors of the Issuer over a two-year period from the directors who constituted the Board of Directors of the Issuer at the beginning of such period, and such replacement shall not have been approved by a vote of a least a majority of the Board of Directors of the Issuer then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved.

Notwithstanding the foregoing, (x) a transaction will not be deemed to involve a Change of Control if (i) (A) the Issuer becomes a wholly owned Subsidiary of a holding company; and (B) the holders of the Capital Stock of such holding company immediately following that transaction are substantially the same as the holders of the Capital Stock of the Issuer immediately prior to that transaction; or (ii) the Person referenced in clause (1) or (3) of the preceding sentence previously acquired assets of the Issuer and its Subsidiaries or became the beneficial owner of the Issuer’s Capital Stock, in either case so as to have constituted a Change of Control in respect of which a Change of Control Offer was made (or otherwise would have required a Change of Control Offer in the absence of the waiver of such requirement by the holders of the Notes) and (y) a sale or other disposition of Capmark Bank shall not be deemed to be a “Change of Control” hereunder.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means those assets of the Obligors described on Appendix C to this Indenture.

“Collateral Agent” has the meaning given to such term in the preamble hereof, and any successor or additional Collateral Agent appointed in accordance with the terms of this Indenture or the Security Documents.

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“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the TIA or the Exchange Act, then the body performing such duties at such time.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, and includes, without limitation, all series and classes of such common stock.

“Contractual Obligation” means, 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.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party or a beneficiary.

“De Minimis Domestic Subsidiary” means a Domestic Subsidiary with assets of $10 million or less; provided however, within 35 calendar days after the end of each Fiscal Quarter, the Company shall determine whether the aggregate total assets of all De Minimis Domestic Subsidiaries exceeds $50 million, and, if so, the Issuer shall exclude such Domestic Subsidiaries from this definition of De Minimis Domestic Subsidiaries, and shall cause such excluded Domestic Subsidiaries to become Guarantors in accordance with Section 4.03, such that the aggregate value of the assets of all De Minimis Domestic Subsidiaries shall not exceed $50 million. All determinations of asset value for purposes of this definition shall be determined in a manner consistent with GAAP as of the end of the most recently-ended fiscal quarter of the Issuer.

“Default” means any event that is, or after the giving of notice or the passage of time or both would be, an Event of Default.

“Definitive Note” means a Note in certificated form.

“Depositary” means The Depository Trust Company, its nominees and their respective successors and any successor Depositary appointed pursuant to this Indenture.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) at the option of the holder or upon the happening of any event:

(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(ii) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Issuer or a Guarantor); or

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(iii) is redeemable at the option of the holder of the Capital Stock, in whole or in part,

in each case on or prior to the date that is 91 days after the earlier of (x) the Final Maturity Date of the B Notes or (y) the date on which there are no Notes Outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock.

“Domestic Significant Subsidiary” means a Domestic Subsidiary that is not a Bank Subsidiary, a De Minimis Domestic Subsidiary, an Excluded Domestic Subsidiary, or an REO Subsidiary.

“Domestic Subsidiary” means any Subsidiary of the Issuer that is organized under the laws of the United States or any state thereof or the District of Columbia.

“Eligible Account” means an account maintained on the books and records of an Eligible Institution in the name of an Obligor, subject to the lien in favor of the Collateral Agent established by this Indenture and the Security Documents. Except in the case of the Working Capital Accounts and the REO Property Reserve Account, each Eligible Account shall be a trust account.

“Eligible Institution” means any bank organized under the laws of the U.S. or any state thereof, or the District of Columbia (or any domestic branch of a foreign bank), which at all times has either (A) a long-term unsecured debt rating of A2 or better by Moody’s and A or better by Fitch and S&P or (B) a certificate of deposit rating of P−1 by Moody’s, A−1 by S&P and F1 by Fitch.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Excess Cash Flow” means, for any Fiscal Quarter, without duplication and subject to Section 4.19(g), the sum of:

(a) for the Issuer, each other Obligor and each REO Restricted Subsidiary, on an aggregate basis, all cash realized from operations, including interest income, Loan Transactions, Capital Events (other than the incurrence of Refinancing Indebtedness), distributions received from Subsidiaries that are not Obligors, cash realized on any Investment made pursuant to Section 4.16(b)(ii)(y), and the sale or disposition of assets of each such Obligor or REO Restricted Subsidiary (including, for the avoidance doubt, any sale or disposition of a Bank Subsidiary, Foreign Subsidiary or any other Subsidiary),

(b) plus or minus the net change (whether positive or negative) in Restricted Cash (with a net reduction in Restricted Cash increasing “Excess Cash Flow” and net increase in Restricted Cash decreasing “Excess Cash Flow”);

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(i) cash expended for Operating Expenses of the Issuer, the other Obligors and the REO Restricted Subsidiaries during such Fiscal Quarter, provided, for the avoidance of doubt this shall not include any expenses in respect of REO Unrestricted Subsidiaries or otherwise in respect of REO Property Investments;

(ii) the amount, if any, by which (x) the aggregate balance of Unrestricted Cash in the Working Capital Accounts on the last day of such Fiscal Quarter less the Excess Cash Redemption Amount for such Fiscal Quarter without taking into account any adjustments to Excess Cash Flow pursuant to this clause (d) plus the amount of cash or Cash Equivalents held in the REO Restricted Subsidiaries in the aggregate pursuant to Section 4.19(f) as of the last day of such Fiscal Quarter, is less than (y) the Working Capital Reserve Amount on the last day of such Fiscal Quarter;

(iii) the amount of funds contributed by the Issuer to the Interest Reserve Account during such Fiscal Quarter (but not to exceed the amount of funds that would cause the balance of funds in the Interest Reserve Account to exceed the Interest Reserve Amount;

(iv) the aggregate amount of Investments made in cash in compliance with Sections 4.16(b)(i)-(ii) and with clauses (v), (vi), (vii), (viii), (xi), (xii), (xiv), (xx), (xxi), (xxiii) and (xxiv) of the definition of “Permitted Investment”, provided that if any such amount is subsequently used for Operating Expenses, the amount of such Operating Expenses shall not be deducted; and

(v) the cash amount of the REO Property Reserve Account funded in such Fiscal Quarter with the deposit of Basic Reserve Cash Amounts or Supplemental Reserve Cash Amounts in accordance with the terms of this Indenture;

(d) plus, for each Excluded Domestic Subsidiary and each De Minimis Domestic Subsidiary, the excess of (x) the aggregate amount of cash or Cash Equivalents held by such Excluded Domestic Subsidiary or De Minimis Domestic Subsidiary on the last day of such Fiscal Quarter over (y) the amount of cash or Cash Equivalents determined by the Issuer in good faith to be reasonably necessary for such Excluded Domestic Subsidiary or De Minimis Domestic Subsidiary to fund its operations and working capital needs in the ordinary course of business, which excess the Issuer shall cause the each Excluded Domestic Subsidiary or De Minimis Domestic Subsidiary to distribute to the Issuer or other Obligor as promptly as practicable following the end of the such Fiscal Quarter.

For purposes of this definition of “Excess Cash Flow”, whenever the terms “Loan Transactions” or “Operating Expenses” are used in respect of REO Restricted Subsidiaries, all references to “Obligors” in the definitions of such terms shall be understood to refer to REO Restricted Subsidiaries.

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“Excess Cash Redemption Amount” means, with respect to any Payment Date, the amount, if any, by which the sum of (i) the Excess Cash Flow for the Fiscal Quarter immediately preceding such Payment Date and (ii) the Excess Interest Reserve Account Balance as of the end of such Fiscal Quarter, exceeds the sum of (iii) all Indenture Agent Expenses accrued but unpaid through the last day of the Fiscal Quarter immediately preceding such Payment Date and (iv) the amount of interest for each series of Outstanding Notes that will be accrued but unpaid through and including the date immediately preceding such Payment Date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Account” means (i) any account that exclusively holds Restricted Cash; (ii) any Working Capital Account with an average monthly balance of less than $250,000 individually, provided that the aggregate balance of all such accounts constituting “Excluded Accounts” pursuant to this clause (ii) shall not exceed $1.5 million for a period of seven calendar days and shall not at any time exceed $3 million; and (iii) any payroll account, provided that (x) any such payroll account shall not be funded more than 2 Business Days prior to the date on which payment is made therefrom, (y) any amounts remaining after in the payroll accounts after such payment date shall be promptly transferred to one or more Working Capital Accounts, and (z) the aggregate balance in all such payroll accounts shall not at any time exceed (I) $[_], plus (III) any additional amounts required to pay such bonuses, severance or other compensation as shall have previously been approved by the Board of Directors of the Issuer or the Bankruptcy Court for the District of Delaware either pursuant to the terms of a plan or in the specific instance, provided the Issuer shall have notified the Finance Committee in advance of the transfer of funds to a payroll account in the amounts provided in this clause (III).

“Excluded Domestic Subsidiary” means any of the Subsidiaries listed on Appendix D to this Indenture.

“Final Maturity Date” means, with respect to the A Notes, [DATE], and with respect to the B Notes, [DATE] or, such later date then in effect on which the final payment of principal on any such B Notes is due and payable.

“Finance Committee” means a committee comprised of members of the Board of Directors of the Issuer to which authority has been delegated with respect to Loan Transactions, acquisitions, sales and/or investments in REO Properties and related matters.

“Fiscal Quarter” means the relevant three-month period ending on the last day of March, June, September or December, as applicable, of each calendar year; provided that, for the purposes of each series of Notes, (i) the Fiscal Quarter including the Final Maturity Date for such series shall end on such Final Maturity Date, and such Fiscal Quarter shall be deemed the Fiscal Quarter immediately preceding the Payment Date occurring on such Final Maturity Date and (ii) the Fiscal Quarter including the Issue Date shall commence on the Issue Date.

“Fitch” means Fitch Ratings Inc. or any successor to the rating agency business thereof.

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“Foreign Subsidiary” means a Subsidiary of the Issuer that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time and as applied by the Issuer in the preparation of its consolidated financial statements delivered to the Trustee or filed with the Commission in accordance with the provisions of this Indenture.

“Global Notes” means the collective reference to the Notes issued pursuant to this Indenture in global certificated form.

“Government Obligations” means securities that are:

(i) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Obligations or a specific payment of principal of or interest on any such Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligations or the specific payment of principal or interest on the Government Obligations evidenced by such depository receipt.

“Guarantee” means, 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 Indebtedness of any other Person; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantee” shall not apply to a guarantee of intercompany indebtedness among the Issuer and its Subsidiaries or among its Subsidiaries. The value of any Guarantee of any Person will be deemed to be the carrying value of such Guarantee, with such carrying value being determined in a manner consistent with the carrying value of Guarantees as reflected in the financial statements of the Issuer most recently delivered to the Trustee or filed with the Commission in accordance with this Indenture.

“Guarantor” means each Initial Guarantor and any Domestic Subsidiary that becomes a New Guarantor in accordance with the provisions of Section 4.03 herein; provided that a Person released from its guarantee obligations as described in Section 10.02(b) shall not be deemed a Guarantor.

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“Guarantor Subordinated Obligation” means, with respect to a Guarantor, any Indebtedness of such Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Guarantor under its Notes Guarantee pursuant to a written agreement.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Guarantor (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Guarantor at the time it becomes a Guarantor; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.

“Indebtedness” means, with respect 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:

(i) 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 such convertible securities have put provisions that are exercisable during the period the Notes are Outstanding) or other similar instruments;

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

(iii) Capitalized Lease Obligations; and

(iv) all Guarantees of such Person in respect of any of the foregoing.

Notwithstanding the foregoing, “Indebtedness” of any Person shall not include any indebtedness or liability not directly incurred by such Person, but rather consolidated onto such Person’s balance sheet pursuant to GAAP, provided that if such Person is an Obligor or REO Restricted Subsidiary, such Indebtedness shall be Non-Recourse Indebtedness.

“Indenture” means this Indenture as amended or supplemented from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental indenture, the provisions of the TIA that are deemed to be part of and govern this instrument and any such supplemental indenture, respectively.

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“Indenture Agents” means the Trustee, the Calculation Agent, the Collateral Agent, the Registrar, the Paying Agent and any other service provider in respect of its responsibilities under this Indenture or any Related Document.

“Indenture Agent Expenses” means, for any period, the fees, expenses, indemnities and other amounts payable to, or incurred by, the Indenture Agents, in respect of their respective responsibilities under this Indenture or any Related Document.

“Independent Director” means a member of the Board of Directors of the Issuer who qualifies as "independent" within the meaning of the rules and regulations of the New York Stock Exchange for listed companies.

“Initial Guarantors” means [].1

“Interest Determination Date” means the second London Banking Day preceding the beginning of the Interest Period in the case of each Interest Period.

“Interest Period” means the period commencing on and including a Payment Date (or the Issue Date in the case of the initial Interest Period) and ending on the day immediately preceding the next following Payment Date.

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Interest Reserve Account Balance” means, as of the end of any date, the then outstanding balance of the Interest Reserve Account.

“Interest Reserve Amount” means, as of any date, an amount equal to the lesser of (x) $25,000,000 and (y) two times the amount of interest accrued or to be accrued on the Notes during the Interest Period ending immediately prior to the next succeeding Payment Date.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit and advances or extensions of credit to customers in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

1 This preliminary list of Initial Guarantors appears on the Issuer’s web-site and will be included in the Indenture when it becomes final.

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(i) Hedging Obligations entered into in compliance with the Indenture;

(ii) endorsements of negotiable instruments and documents in the ordinary course of business; and

(iii) an acquisition of assets, Capital Stock or other securities by the Issuer or a Subsidiary for consideration to the extent such consideration consists of Capital Stock (other than Disqualified Stock) of the Issuer.

For purposes of Section 4.16:

(i) any property (other than cash or Cash Equivalents) transferred by the Issuer or any Guarantor to a Subsidiary which is not a Guarantor will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Finance Committee; and

(ii) if the Issuer or any Guarantor sells or otherwise disposes of any Capital Stock of any Guarantor, to the extent otherwise permitted by this Indenture, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value (as conclusively determined by the Finance Committee in good faith) of the Capital Stock of such Subsidiary not sold or disposed of.

“Issue Date” means [DATE].

“Issuer Account” means the Distribution Account, the Interest Reserve Account, the REO Property Reserve Account and the Working Capital Accounts.

“Joint Plan” means the Joint Plan of Capmark Financial Group Inc. and Certain Affiliated Proponent Debtors Under Chapter 11 of the Bankruptcy Code as confirmed by the United States Bankruptcy Court, District of Delaware, including all exhibits and other attachments thereto.

“Lien” means any mortgage, pledge, lien, security interest, encumbrance, lien or charge of any kind.

“Loan Asset” means any mortgage loan or mezzanine loan held by an Obligor, and, in each case, any agreement, note or instrument evidencing or documenting a direct or indirect interest therein and any REO Property.

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“Loan Restructuring” means any change, amendment or modification of the terms of any Loan Asset, including by: adjusting interest rates, adjusting the outstanding servicing principal balance, adjusting amortization, changing payment schedules, changing maturity dates, changing or waiving events of default or covenants, releasing or obtaining collateral, granting releases of certain rights against borrowers (or their affiliates) or guarantors, entering into new intercreditor agreements, amending operating agreements and partnership agreements under which any of the Obligors is a manager, member partner, entering into or withdrawing as a member or manager under any operating agreement or partnership agreement to which any of the Obligors is a manager, member or partner, amending, modifying or terminating servicing agreements under which any of the Obligors is a servicer, amending, modifying or terminating any origination agreements under which any of the Obligors is a party, amending, modifying or terminating any fee agreements to which any of the Obligors is a party, amending, modifying or terminating any guaranty agreements and/or indemnity agreements to which any of the Obligors is a party, adjusting covenants, obtaining equity interests in borrowers, granting forbearances, voting on chapter 11 plans of borrowers,” converting debt to equity, allowing third-party debt and/or equity, and/or negotiating, amending, or modifying any other terms and conditions of the underlying Loan Asset.

“Loan Sale” means a sale, disposition, assignment or other transfer of a Loan Asset or any interest therein, including but not limited to the sale, participation, or other disposition of a Loan Asset, including through a substantial or total reduction in any proceeds from the sale relative to the face amount, present value, or required contractual payments under any Loan Asset.

“Loan Settlement” means any settlement or compromise with borrowers, lenders, investors, business partners, joint ventures, brokers, and any other Person with an interest in, or in the proceeds of, a Loan Asset, including, without limitation, the arrangement of short sales, payments for borrower cooperation, institution and prosecution of legal actions, forgiveness of debt and conveyance of direct or indirect interests in real property, including, without limitation, the release of collateral, borrowers, guarantors, and/or sponsors, as well as the sale of such Loan Asset to a party or parties related to such borrowers, guarantors, and/or sponsors.

“Loan Transactions” means Loan Sales, Loan Settlements, and Loan Restructurings.

“London Banking Day” means any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to the rating agency business thereof.

“Non-Recourse Debt” means Indebtedness of a Person

(i) as to which neither the Issuer nor any Obligor or REO Restricted Subsidiary (x) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (y) is directly or indirectly liable (as a guarantor or otherwise);

(ii) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against a non-Guarantor Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of any Obligor or an REO Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

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(iii) the terms of which provide that there is no recourse against any of the assets of any Obligor or REO Restricted Subsidiary.

“Notes” means the A Notes and B Notes issued pursuant to this Indenture, in each case, in the forms set forth in Appendix A.

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depositary), or any successor Person thereto, and shall initially be the Trustee.

“Notes Guarantee” means the Guarantee on the terms set forth in this Indenture by a Guarantor of the Issuer’s obligations with respect to the Notes.

“Obligors” means the Issuer and the Guarantors.

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or any of the Issuer’s Subsidiaries.

“Officers’ Certificate” means a certificate signed on behalf of the Issuer, or, in the case of Section 5.01(b), a Guarantor as provided herein by two Officers of the Issuer or, in the case of Section 5.01(b), such Guarantor, as the case may be, one of whom, in the case of the Issuer only, must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion in such form, and from legal counsel who is, reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer, any Guarantor or the Trustee.

“Operating Expenses” means, for any period, without duplication and subject to Section 4.19(g), the sum of (i) operating expenses of the Obligors, determined on an aggregate basis, including operation and maintenance expenses, costs and expenses incurred to maintain, preserve and protect the value of the assets of the Obligors, debt service on Indebtedness permitted pursuant to clauses (ii) – (ix) of Section 4.08, costs and expenses incurred in respect of any Capital Event, and property and other taxes, but excluding depreciation and amortization, regulatory asset amortization and other non-cash expenses for such period, plus (ii) capital expenditures made in cash during such period and otherwise permitted under this Indenture plus (iii) all cash taxes paid during such period, plus (iv) all Operating Expenses reasonably expected to be expended by the Obligors in the next twelve months from the cash proceeds of Indebtedness permitted to be incurred pursuant to Section 4.08. For the avoidance of doubt, the following expenses shall not be included in Operating Expenses: (x) any debt service in respect of the Notes, (y) any Indenture Agent Expenses to the extent they are paid out of the Distribution Account, and (z) any expenses incurred in connection with REO Property Investments, including payment of the REO Property Investment Advance Return, debt service and similar expenses. For the avoidance of doubt, payment of nominal return pursuant to Section 4.16(b)(ii)(y)(C) shall be considered Operating Expenses.

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“Outstanding” means with respect to the Notes of any series at any time, all Notes of such series deemed outstanding in accordance with Section 2.09.

“Outstanding Principal Balance” means, as of any date with respect to the Notes of each series, an amount equal to the aggregate principal amount of the Notes of such series Outstanding on the Issue Date less the aggregate amount of all redemptions or other reductions in principal amount of Notes Outstanding through such date of determination; and when used in respect of any individual Note, the pro rata portion of such amount attributable to such Note.

“Payment Date” means (i) [January 20, April 20, July 20 and October 20] of each calendar year and (ii) with respect to each series of Notes, the Final Maturity Date of such series, commencing on [DATE], provided that if a Payment Date (other than a Final Maturity Date) falls on a day that is not a Business Day, the Payment Date shall be postponed to the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which case the Payment Date will be the immediately preceding Business Day. If the Final Maturity Date of a series of Notes falls on a day that is not a Business Day, the Issuer shall make the required payment of principal and interest on the immediately succeeding Business Day, as if it were made on the date the payment was due. Interest shall not accrue as a result of any postponed or delayed payment in accordance with this definition.

“Permitted Investment” means an Investment by the Issuer or any Guarantor in:

(i) the Issuer, a Guarantor or any Person that will, upon the making of such Investment, become a Guarantor;

(ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Issuer or a Guarantor;

(iii) cash and Cash Equivalents;

(iv) receivables owing to the Issuer or any Guarantor created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Guarantor deems reasonable under the circumstances;

(v) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(vi) loans or advances by any Obligor to Subsidiaries of the Issuer in the ordinary course of business pursuant to any legal or regulatory requirement, not to exceed in the aggregate the sum of (x) $5 million plus (y) $40 million less all amounts expended pursuant to clause (vii) without taking account of amounts expended pursuant to the proviso to such clause;

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(vii) loans, advances or fundings of capital or loan commitments after the Issue Date in connection with any Contractual Obligation in existence as of the Issue Date, not to exceed in the aggregate (x) $40 million less (y) all amounts expended pursuant to clause (vi) in excess of $5 million; provided that, with the advance approval of the Finance Committee, the Obligors shall be permitted to make additional Investments of the type permitted by this clause (vii) related to Contractual Obligations existing as of the Issue Date, so long as such Investments are not for the purpose of funding tort or other damage claims, claims arising from a breach of contract or any environmental liabilities;

(viii) loans or advances to employees, officers or directors of the Issuer or any Guarantor of the Issuer in the ordinary course of business, in an aggregate amount at any one time outstanding not in excess of $1,000,000 (without giving effect to the forgiveness of any such loans or advances);

(ix) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Guarantor or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;

(x) Investments made as a result of the receipt of non−cash consideration from an Asset Disposition that was made pursuant to and in compliance with Section 4.12;

(xi) Advances to employees, officers or directors of the Issuer or any Guarantor of the Issuer in the ordinary course of business in connection with indemnification arrangements in respect of such employees, officers or directors;

(xii) temporary Investments in Subsidiaries of the Issuer that are to be dissolved or consolidated or merged into a Guarantor, in an aggregate amount at any one time outstanding not in excess of $2 million;

(xiii) Investments in existence on the Issue Date;

(xiv) Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 4.08;

(xv) Guarantees issued in accordance with Section 4.08;

(xvi) Investments in REO Restricted Subsidiaries for the purposes of and which shall be used for operating, maintaining, preserving and/or protecting the REO Properties (other than REO Property Investments), provided that any such Investment is made with the advance approval of the Finance Committee;

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(xvii) any Investments made or deemed to be made in compromise, settlement or resolution (A) of obligations of trade creditors or customers, including, without limitation, pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, including any Loan Transaction; (B) of litigation, arbitration or other disputes with Persons who are not Affiliates, or (C) relating to any Loan Settlement (including but not limited to any Investment relating to an REO Property (other than an REO Property Investment) at the time of acquisition of such property by an Obligor);

(xviii) Investments made by the Issuer for consideration consisting of Capital Stock (other than Disqualified Capital Stock) of the Issuer, provided that any such Investment is approved in advance by the Board of Directors of the Issuer;

(xix) Investments acquired in connection with (and not created in anticipation of) an acquisition otherwise permitted by this Indenture);

(xx) deposits, advances and guaranties of leases and trade payables and other similar obligations entered into in the ordinary course of business;

(xxi) Investments in the Bank Subsidiary in amount sufficient to meet regulatory capital or other similar statutory capital requirements (including, without limitation, amounts required pursuant to the Capital Maintenance Agreement);

(xxii) Investments arising, or deemed to arise, from transactions permitted by Section 4.19(d);

(xxiii) Loans, advances or contributions to any Subsidiary of the Issuer or any other Obligor (other than an REO Unrestricted Subsidiary) in the ordinary course of business in connection with cash management and intercompany management of working capital, in aggregate amount at any one time outstanding not to exceed $15 million; and

(xxiv) Investments made by an Obligor with the advance approval of the Finance Committee in connection with any settlement of its liabilities in connection with a low income housing tax credit (“LIHTC”) claims resolution, similar to the LIHTC claims resolutions with Morgan Stanley, Merrill Lynch and Ally.

“Permitted Liens” means, with respect to any Person:

(i) Liens in securing Indebtedness and other obligations of the Issuer and the Guarantors under this Indenture and the Security Documents;

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(ii) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws, other types of social security or similar legislation, or good faith deposits in connection with bids, tenders, insurance obligations, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(iii) Liens imposed by law, including carriers’, warehousemen’s and mechanics’ Liens;

(iv) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings; provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(v) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(vi) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially impair their use in the operation of the business of such Person;

(vii) Liens securing Hedging Obligations pursuant to customary collateral provisions for Hedging Obligations of such type;

(viii) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Issuer or any of the Guarantors;

(ix) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded, if required to be bonded, and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(x) Liens on any deposit of assets of any Obligor with any surety company or clerk of any court, or escrow, as collateral in connection with, or in lieu of, any bond on appeal by such Obligor from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity buy or against such Obligor;

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(xi) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;

(xii) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and the Guarantors in the ordinary course of business;

(xiii) Liens existing on the Issue Date;

(xiv) Liens on property or shares of stock of a Person at the time such Person becomes an Obligor; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming an Obligor; provided further, however, that any such Lien may not extend to any other property owned by the Issuer or any Guarantor;

(xv) Liens on property at the time the Issuer or an Obligor acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Obligor or pursuant to a Loan Transaction; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any Obligor;

(xvi) Liens securing Indebtedness or other obligations of a Guarantor owing to the Issuer or a Guarantor;

(xvii) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced;

(xviii) any Lien or pledge created or subsisting in the ordinary course of business over documents of title, insurance policies or sale contracts in relation to commercial goods to secure the purchase price thereof;

(xix) Liens arising under any retention of title, hire, purchase or conditional sale agreement or arrangements having similar effect in respect of goods supplied to the Issuer or a Guarantor in the ordinary course of business;

(xx) legal or equitable Liens deemed to exist solely by reason of a negative pledge covenant and other covenants or undertakings of a like nature (but excluding, for the avoidance of doubt, any Liens (other than such legal or equitable Liens) Incurred in compliance thereof);

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(xxi) Liens on REO Property to secure Indebtedness permitted under Section 4.08(a)(viii); provided that such Liens may not extend to any property owned by the Issuer or any Guarantor other than the REO Property in respect of which such Indebtedness was incurred;

(xxii) Liens on assets of the Issuer or any Obligor that were substituted or exchanged as collateral for other assets of the Issuer or any Guarantor that are referred to in either of the preceding clauses (xiv) and (xv), provided that the fair market value of the substituted or exchanged assets substantially approximates, at the time of the substitution or exchange, the fair market value of the other assets so referred to;

(xxiii) Liens created under the Security Documents;

(xxiv) any Liens permitted pursuant to Section 4.08(xi) hereof;

(xxv) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any Lien, charge or pledge of any of the foregoing; provided that the amount of any and all Indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and provided further that the Lien shall not extend to any new property not subject to the prior Lien;

(xxvi) any Lien on property owned by a Subsidiary of the Issuer which is not an Obligor shall not be deemed a Lien of any Obligor even if such Lien is included in any consolidated balance sheet of such Obligor under GAAP; and

(xxvii) in addition to the items referred to in clauses (i) through (xxvii) above, Liens securing Indebtedness in an aggregate principal amount outstanding at any one time not to exceed $10,000,000.

For purposes of determining what category of Permitted Lien that any Lien shall be included in, the Issuer in its sole discretion may classify such Lien on the date of its incurrence and later reclassify all or a portion of such Lien in any manner that complies with this definition.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances,” and “refinanced” shall have a correlative meaning) any Indebtedness existing on the Issue Date or Incurred in compliance with the Indenture (including Indebtedness of the Issuer that refinances Indebtedness of any Guarantor and Indebtedness of any Guarantor that refinances the Indebtedness of another Guarantor) including Indebtedness that refinances Refinancing Indebtedness, provided that:

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(i) (x) if the stated maturity of the Indebtedness being refinanced is earlier than the Final Maturity Date of the B Notes, the Refinancing Indebtedness has a stated maturity no earlier than the stated maturity of the Indebtedness being refinanced or (y) if the stated maturity of the Indebtedness being refinanced is later than the Final Maturity Date of the B Notes, the Refinancing Indebtedness has a stated maturity at least 91 days later than the last date to which the Final Maturity Date of the B Notes may be extended;

(ii) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

(iii) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred for the specific purpose of such refinancing;

(iv) if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Notes Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Notes Guarantee on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(v) any Refinancing Indebtedness of the Notes shall mature no earlier than 91 days later than the last date to which the Final Maturity Date of the B Notes may be extended.

“Record Date” for any Payment Date means the close of business on the [December 31, March 31, June 30 and September 30] next preceding such Payment Date, whether or not such date is a Business Day.

“Related Documents” means this Indenture, the Notes, the Notes Guarantees and the Security Documents.

“REO Holdco” means Capmark REO Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer.

“REO Property” means (i) real estate acquired by any of the Obligors or any REO Subsidiary by foreclosure, acceptance of a deed-in-lieu of foreclosure, abandonment, reclamation from bankruptcy, or otherwise in connection with a partial or total satisfaction of a Loan Asset and, as the context so requires, (ii) equity interests in any Person owning property of the type described in the foregoing clause (i).

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“REO Restricted Subsidiary” means an REO Subsidiary that has not been designated an REO Unrestricted Subsidiary in accordance with Section 4.16(c).

“REO Subsidiary” means a Domestic Subsidiary that has been or will be formed for the sole purpose of holding title to one or more REO Properties, for so long as such entity holds title to any such REO Properties.

“REO Unrestricted Subsidiary” means an REO Subsidiary that has been designated as an REO Unrestricted Subsidiary in accordance with Section 4.16(c).

“Restricted Cash” means cash or Cash Equivalents not generally available for payment of Operating Expenses on account of any legal or regulatory requirement or any Contractual Obligation, as determined by the Finance Committee, and as to which the applicable Obligor is prohibited by law, regulation or Contractual Obligation from granting a Lien in favor of the Collateral Agent in an Issuer Account holding cash or Cash Equivalents.

“Restricted Investment” means any Investment other than a Permitted Investment.

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Security Agreement” means the Security Agreement, dated as of the Issue Date, among the Issuer, the Guarantors and the Collateral Agent.

“Security Documents” means the Security Agreement and all other agreements or instruments evidencing or creating any security interest or Lien in favor of the Collateral Agent, for the benefit of the Indenture Agents and the Holders, in any or all of the Collateral, in each case, as amended from time to time in accordance with their respective terms.

“series” means, separately, the A Notes and the B Notes, each as constituting a series of Notes.

“Significant Guarantor” means any Guarantor that, alone or together with all other Significant Guarantors referred to in Section 6.01(d), has more than 5% of the consolidated total assets of the Issuer and its Domestic Significant Subsidiaries. All determinations of asset value for purposes of this definition shall be determined in accordance with GAAP.

“Significant REO Restricted Subsidiary” means an REO Restricted Subsidiary that has more than 5% of the consolidated total assets of the Issuer and its Domestic Significant Subsidiaries. All determinations of asset value for purposes of this definition shall be determined in accordance with GAAP.

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“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means any Indebtedness of the Issuer (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes pursuant to a written agreement.

“Subsidiary” means, as to any Person, any corporation, limited liability company, partnership or other business entity of which such Person owns or controls (either directly or through one or more other Subsidiaries) more than 50% of the issued share capital or other ownership interests, in each case, having ordinary voting power (and not merely voting power exercisable upon a contingency) to elect or appoint a majority of the directors, managers or trustees of such corporation, limited liability company, partnership or other business entity (irrespective of whether or not Capital Stock or other ownership interests of any other class or classes of such corporation, limited liability company, partnership or other business entity shall or might have voting power upon the occurrence of any contingency).

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture (or to the extent applicable to any supplemental indenture to this Indenture, as in effect on the date of such supplemental indenture).

“Trust Officer” means, when used with respect to the Trustee, any managing director, director, vice president, assistant vice president, associate or any other officer within the corporate trust department of the Trustee, customarily performing functions similar to those performed by any of the above designated officers, having direct responsibility for the administration of this Indenture and shall also mean, with respect to a particular corporate trust matter, any officer to whom such matter is referred because of such Person’s knowledge of and familiarity with the particular subject.

“Trustee” has the meaning given to such term in the preamble hereof, and any successor or additional Trustee appointed in accordance with the terms hereof.

“Uniform Commercial Code” means the statute by that name in the applicable state, and, if no state is specified or is apparent from the context, the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Cash” means cash and Cash Equivalents other than Restricted Cash.

“Working Capital Accounts” means one or more deposit accounts or joint deposit/securities accounts held in the name of any Obligor, the contents of which are used to fund ongoing working capital requirements (but, for the avoidance of doubt, not including any working capital requirements of REO Unrestricted Subsidiaries) and any other accounts holding Unrestricted Cash of any Obligor.

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“Working Capital Reserve Amount” means, as of any date during any period set forth below, an amount equal to the amount set forth below opposite such period.

Period	Working Capital Reserve Amount
The Issue Date through and including December 31, 2012	$	100,000,000
January 1, 2013 through and including December 31, 2013	$	75,000,000
January 1, 2014 through and including December 31, 2014	$	50,000,000
January 1, 2015 through and including the fiscal quarter ending immediately prior to the Final Maturity Date of the B Notes	$	25,000,000

SECTION 1.02. Other Definitions.

Term		Defined in Section
“Affiliate Transaction”		4.13(a)
“AHYDO Redemption Date”		3.08
“Bankruptcy Law”		6.01
“Basic Reserve Cash Amount”		4.16(c)(i)
“Calculation Agent”		2.04(a)
“Change of Control Date”		4.06(a)
“Change of Control Offer”		4.06(a)
“Change of Control Purchase Date”		4.06(a)
“Change of Control Purchase Price”		4.06(a)
“Controlling Series”		6.02
“covenant defeasance option”		8.01(b)
“Distribution Account”		3.01(a)
“Event of Default”		6.01
“Excess Interest Reserve Account Balance”		3.03(d)(iii)
“Guaranteed Obligations”		10.01(a)
“incorporated provision”		12.01
“Interest Reserve Account”		3.01(a)
“Issuer”		Preamble
“Judgment Currency”		10.09
“legal defeasance option”		8.01(b)
“Mandatory Principal Redemption”		3.08
“Mandatory Principal Redemption Amount”		3.08

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Term		Defined in Section
“Net REO Capital Proceeds”		4.16(c)(i)
“Paying Agent”		2.04(a)
“protected purchaser”		2.08(a)
“Registrar”		2.04(a)
“Related Business”		4.15
“REO Property Distributable Proceeds”		4.16(c)(i)
“REO Property Investment”		4.16(c)(i)
“REO Property Investment Advance Return”		4.16(c)(vii)(A)
“REO Property Reserve Account”		4.16(c)
“Restricted Payment”		4.09(a)
“Successor Issuer”		5.01 (a)
“Successor Guarantor”		5.01(b)
“Supplemental Reserve Cash Amount”		4.16(c)(i)
“Third-Party Financing”		4.16(c)(i)

Certain additional terms are defined in Section 4.16(c)(i).

SECTION 1.03. Incorporation by Reference of TIA. This Indenture incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings:

“indenture securities” means the Notes and the Notes Guarantees.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer, the Guarantors and any other obligor on the Notes.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the rules of the Commission have the meanings assigned to them by such definitions.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

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(d) “including” means including without limitation;

(e) words in the singular include the plural and words in the plural include the singular;

(f) the principal amount of any discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP; and

(g) unless the context requires otherwise, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause of this Indenture.

ARTICLE 2

THE NOTES

SECTION 2.01. Amount of Notes.

(a) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1.25 billion. The Notes shall be comprised of A Notes in the aggregate principal amount of $750 million and B Notes in the aggregate principal amount of $500 million. No additional Notes other than the A Notes and the B Notes may be issued under this Indenture.

(b) The Notes shall be designated “Floating Rate First Lien Notes” and further denominated in two series designated as the “Floating Rate First Lien A Notes” and “Floating Rate First Lien B Notes”. All Notes of the same series shall be identical in all respects except for the denominations thereof. All Notes of the same series shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority, or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture.

(c) Except as otherwise provided in Appendix A, the Notes shall be issuable as registered book-entry securities in the Authorized Denominations.

SECTION 2.02. Form and Dating. Appendix A, including the exhibits thereto, is hereby expressly incorporated in and made a part of this Indenture. The A Notes and the Trustee’s certificate of authentication shall each be substantially in the form set forth in Exhibit 1-A to Appendix A. The B Notes and the Trustee’s certificate of authentication shall each be substantially in the form set forth in Exhibit 1-B to Appendix A. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date of its authentication. The Notes shall be issuable only in fully registered form without coupons in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof.

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SECTION 2.03. Execution and Authentication. (a) The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (i) A Notes for original issue on the date as specified in accordance with the following sentence in an aggregate principal amount of $750 million and (ii) B Notes for original issue on the date as specified in accordance with the following sentence in an aggregate principal amount of $500 million. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be A Notes or B Notes.

(b) One duly authorized Officer shall sign the Notes for the Issuer by manual or facsimile signature.

(c) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

(d) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

(e) The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.04. Registrar, Paying Agent and Calculation Agent. (a) The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and where Notes may be presented for payment (including any additional Paying Agents, the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The Issuer shall also appoint a calculation agent (the “Calculation Agent”) to determine the interest rate on the Notes in effect from time to time and make such other calculations or determinations as may be otherwise specified in this Indenture to be made by the Calculation Agent. The Issuer initially appoints the Trustee as (i) Registrar, Paying Agent and Calculation Agent with respect to the Notes and (ii) the Notes Custodian with respect to the Global Notes.

(b) The Issuer may change any Paying Agent, Registrar or Calculation Agent without any prior notice to any Holder. The Issuer shall enter into an agency agreement with any Registrar, Paying Agent or Calculation Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. If the Issuer fails to maintain a Registrar, Paying Agent or Calculation Agent, the Trustee shall act as such and shall be entitled to compensation therefor pursuant to Section 7.07. The Issuer shall notify the Trustee of the name and address of any such agent. The Issuer or any of the Issuer’s Subsidiaries may act as Paying Agent, Registrar or Calculation Agent.

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(c) The Issuer may remove any Registrar, Paying Agent or Calculation Agent upon written notice to such Registrar, Paying Agent or Calculation Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar, Paying Agent or Calculation Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar, Paying Agent or Calculation Agent until the appointment of a successor in accordance with clause (i) above. The Registrar, Paying Agent or Calculation Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that, unless the Issuer has appointed a Paying Agent, Registrar or Calculation Agent other than the Trustee, the Trustee may resign as Paying Agent, Registrar or Calculation Agent only if the Trustee also resigns as Trustee in accordance with Section 7.08.

SECTION 12.07. Rules of Trustee, Paying Agent, Calculation Agent, Registrar and Collateral Agent. The Trustee may make reasonable rules for action by, or a meeting of, the Holders. The Registrar, a Paying Agent, the Calculation Agent and the Collateral Agent may make reasonable rules for their functions.

SECTION 12.08. Legal Holidays. If a Payment Date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day as if made on the date such payment was due, and no interest shall accrue on any amount that would have been otherwise payable on such Payment Date if it were a Business Day for the intervening period. If a Record Date is not a Business Day, the Record Date shall not be affected.

SECTION 12.09. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 12.10. No Recourse Against Others. No director, officer, employee, incorporator or holder of any Equity Interests in the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Notes Guarantees, the Security Documents or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Noteholder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

SECTION 12.11. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

SECTION 12.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 12.14. Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

SECTION 12.15. Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

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SECTION 12.16. USA Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions and to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

	CAPMARK FINANCIAL GROUP INC.

	By::
		Name: [_______]
		Title: Senior Vice President

	[GUARANTOR]

	By:
		Name: [_______]
		Title: [_______]

	[GUARANTOR]

	By:
		Name: [_______]
		Title: [_______]

	[GUARANTOR]

	By:
		Name: [_______]
		Title: [_______]

	[GUARANTOR]

	By:
		Name: [_______]
		Title: [_______]

	[GUARANTOR]

	By:
		Name: [_______]
		Title: [_______]

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	[GUARANTOR]

	By:	[_______]
		Name: [_______]
		Title: [_______]

	[GUARANTOR]

	By:
		Name: [_______]
		Title: [_______]

	[Executed as a Deed
	[_________]

	By:
		Name: [_______]
		Title: [_______]

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	Wilmington Trust, National Association, solely as Trustee

	By:
		Name: [_______]
		Title: [_______]

- 102 -

	Wilmington Trust, National Association, solely as Collateral Agent

	By:
		Name: [_______]
		Title: [_______]

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APPENDIX A

PROVISIONS RELATING TO NOTES

Definitions

1.1 Definitions

All terms defined in the Indenture and used in this Appendix A but not specifically defined herein are defined in the Indenture and are used herein as so defined.

1.2 Other Definitions

Term		Defined in Section:
“Agent Members”		2.1(b)

2. The Notes

2.1 (a) Form and Dating. The Notes are being issued by the Issuer and the Notes Guarantees are being issued by the Guarantors under the Joint Plan in reliance upon Section 1145 of the Bankruptcy Law. The Notes shall be issued initially as Global Notes without interest coupons and with the Global Notes legend set forth in Exhibit 1-A and Exhibit 1-B hereto, which shall be deposited on behalf of the recipients of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture.

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depositary.

The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Notes Custodian for the Depositary.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Note, and the Issuer, the Trustee and any agent of the Issuer, the Guarantors or the Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

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(c) Definitive Notes. Except as provided in Section 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

2.2 Authentication

The Trustee shall authenticate and deliver upon a written order of the Issuer signed by one Officer on the Issue Date, an aggregate principal amount of $750,000,000 A Notes and $500,000,000 B Notes. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

2.3 Global Notes

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Sections 2.08 or 2.10 of the Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.3(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.3(b) below.

All Global Notes shall be exchanged by the Issuer for Definitive Notes in the circumstances set forth in Section 2.4, and in such circumstances, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of beneficial interests in Global Notes, the transferor of such beneficial interest must deliver:

(i) a written order from an Agent Member given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Agent Member account to be credited with such increase.

(c) Proxies. The registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

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(d) Adjustment of Global Notes. Notwithstanding the reduction of the principal amount of the Global Notes as a result of any redemption as provided in Article 3, Section 4.16(c) or any other provision of this Indenture, the Global Notes may continue to be inscribed with the principal amount thereof as on the Issue Date, with an adjustment to the principal amount being made on the books and records of the Registrar with respect to such Global Note, by the Registrar, to reflect such reduction.

(e) Cancellation of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Trustee for cancellation.

(f) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note or other Person with respect to the accuracy of the records of the Depositary or its nominee or of Agent Member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders, and all payments to be made to Holders under the Notes, shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary, subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so, if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(g) Remedies of Beneficial Holders. The Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 of this Indenture, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes.

2.4 Definitive Notes

(a) Limitation on Issuance of Definitive Notes. Except as set forth below, all Notes issued pursuant to this Indenture shall be issued solely as Global Notes.

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(b) Exchange of Global Notes for Definitive Notes. A Global Note deposited with the Depositary or with the Trustee or other Notes Custodian for the Depositary pursuant to Section 2.1, shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if the Depositary (i) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (ii) ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 90 days of such notice.

Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4(b) shall be surrendered by the Notes Custodian on behalf of the Depositary to the Trustee located at its applicable corporate trust office, to be so transferred, in whole, or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4(b) shall be executed, authenticated and delivered only in denominations of $1.00 principal amount and integral multiples of $1.00 in excess thereof and registered in such names as the Depositary shall direct.

In the event of the occurrence of one of the events specified in this Section 2.4(b), the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.

(c) Transfer and Exchange of Definitive Notes for Definitive Notes. If the Global Notes shall have been exchanged for Definitive Notes as provided in Section 2.4(a), Definitive Notes may be exchanged for, or transferred to Persons who take delivery thereof in the form of, Definitive Notes as provided in Section 2.07 of the Indenture. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. Upon receipt of a request to register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof.

(d) Adjustment of Definitive Notes. Notwithstanding the reduction of the principal amount of the Definitive Notes as a result of any redemption of the Notes as provided in Article 3, Section 4.16(c) or any other provision of the Indenture, the Definitive Notes may continue to be inscribed with the principal amount thereof as on their date of issuance, with an adjustment to the principal amount being made on the books and records of the Trustee to reflect such reduction.

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EXHIBIT 1-A to APPENDIX A

[FORM OF FACE OF A NOTE]*

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

[Legend for all Notes]

THIS NOTE MAY BE TREATED AS A CONTINGENT PAYMENT DEBT INSTRUMENT AS DEFINED IN TREASURY REGULATION SECTION 1.1275−4 AND MAY BEAR ORIGINAL ISSUE DISCOUNT ("OID"). A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES, AS WELL AS THE COMPARABLE YIELD AND PROJECTED PAYMENTS SCHEDULE, BY SUBMITTING A WRITTEN REQUEST TO THE ISSUER (TO THE ATTENTION OF THE TAX DIRECTOR) AT CAPMARK FINANCIAL GROUP INC., 116 WELSH ROAD, HORSHAM, PA 19044.

* To be duplicated for the B Notes mutatis mutandis.

CAPMARK FINANCIAL GROUP INC.

Floating Rate First Lien A Notes due 201_

CUSIP No. _____

[and ISIN No. _____]

No. [ ]

$[ ]

CAPMARK FINANCIAL GROUP INC., a Nevada corporation, promises to pay to [CEDE & CO.], or its registered assigns, the principal sum of [ ] Dollars ($[ ]) on ______, 201_.*

Payment Dates: January [20], April [20], July [20] and October [20]

Record Dates: December 31, March 31, June 30 and September 30

Additional provisions of this Note are set forth on the other side of this Note.

SIGNATURE PAGE FOLLOWS

* For the B Notes: __, subject to extension as herein provided.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

CAPMARK FINANCIAL GROUP INC.

By
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

[Trustee],
	as Trustee, certifies that this is one of the Notes
	referred to in the Indenture.

By
	Authorized Signatory

Dated:

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[FORM OF REVERSE SIDE OF A NOTE]

Floating Rate First Lien A Notes due 201_

1. Interest

Capmark Financial Group Inc., a Nevada corporation (such Person, and its respective successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Floating Rate First Lien A Note due 201_ (a “Note” and with other such notes the “Notes”) quarterly, in arrears, at the rate per annum, reset quarterly, equal to the three month LIBOR (as defined below) plus 5.000%i (the “calculated interest rate”), which calculated interest rate shall be subject to adjustment as set forth below. The Issuer shall pay interest (i) quarterly on January [20], April [20], July [20] and October [20] of each year, commencing on [DATE] [and (ii) on the maturity date of this Note] (each, a “payment date”). Interest on this Note shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest shall be calculated on the basis of the actual number of days in the applicable interest period and a 360-day year.

The calculated interest rate in effect for each interest period will be equal to LIBOR, as determined by the Calculation Agent on the applicable interest determination date with respect to such interest period, plus 5.000%ii. The interest rate shall be reset to be effective as of the first day of each interest period other than the initial interest period (each an “interest reset date”). An interest period shall be the period commencing on a payment date (or the Issue Date in the case of the initial interest period) and ending on the day immediately preceding the next following payment date. The “interest determination date” means the second London banking day preceding the beginning of each interest period.

“LIBOR”, with respect to any interest period, shall be the greater of (i) 2.000% or (ii) the interest rate determined by the Calculation Agent as follows:

(1) LIBOR shall be the arithmetic mean of the offered rates for deposits in U.S. dollars for the three-month period that appear on “Reuters Page LIBOR 01” (or if such page by its terms provides for a single rate, such single rate) at approximately 11:00 a.m., London time, on the interest determination date. “Reuters Page LIBOR 01” means the display page designated as “LIBOR 01” on the Reuters service for the purpose on displaying London interbank offered rates of major banks, or any successor page on the Reuters service selected by the Issuer with the consent of the Calculation Agent, or if the Issuer determines that no such successor service exists on Reuters, an equivalent page on any successor service selected by the Issuer with the consent of the Calculation Agent.

i For the B Notes: (i) with respect to any date occurring during the period beginning on the Issue Date and ending on [4 years from the Issue Date], 7.000%; (ii) with respect to any date, if any, occurring during the First Extension Period (as defined below), 7.500%; and (iii) with respect to any date, if any, occurring during the Second Extension Period (as defined below), 8.000%.

ii For the B Notes: see previous footnote.

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(2) If the offered rate does not appear on the Reuters Page LIBOR 01 at 11:00 a.m., London time, on the applicable interest determination date, the Calculation Agent shall determine LIBOR on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market (selected by the Calculation Agent after consulting with the Issuer) at approximately 11:00 a.m., London time, on the interest determination date to prime banks in the London interbank market for a period of three months in principal amounts of at least $1,000,000, which rates are representative for single transactions in such market at such time. In such case, the Calculation Agent shall request the principal London office of each such major bank to provide a quotation of that rate. If at least two such quotations are provided, LIBOR for the applicable interest reset date will be the arithmetic mean of the quotations. If fewer than two such quotations are provided as requested, LIBOR for the applicable interest reset date shall be the arithmetic mean of the rates quoted by three major banks in New York City (selected by the Calculation Agent after consulting with the Issuer) at approximately 11:00 a.m. New York City time, on the interest determination date for the applicable interest reset date for loans in U.S. dollars to leading banks for a period of three months commencing on such interest reset date and in a principal amount equal to an amount not less than $1,000,000, which rates are representative for single transactions in such market at such time. If fewer than three quotations are provided as requested, LIBOR for the following interest period shall be the same as the rate determined for the then-current interest period.

As used herein, a “London banking day” means any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

All percentages resulting from the calculation of the interest rate with respect to the Notes shall be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionth of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544% (or 0.09876544) would be rounded to 9.87654% (or 0.0987654), and all dollar amounts in or resulting from any such calculation shall be rounded to the nearest cent (with one-half cent being rounded upward).

Promptly upon determination, the Calculation Agent shall inform the Trustee and the Issuer of the interest rate for the next interest period, and the Issuer shall cause to be posted to a website maintained for such purpose such interest rate, along with the interest rate for all prior interest periods. The Calculation Agent shall also, upon the request of the Holder of any Notes, provide the interest rate in effect for the then-current interest period and, if it has been determined, the interest rate to be in effect for the next interest period. All calculations made by the Calculation Agent in the absence of willful misconduct, bad faith or manifest error will be conclusive for all purpose and binding on the Issuer and the Holders of the Notes.

Notwithstanding the foregoing, if a payment date (other than the maturity date) falls on a day that is not a Business Day, the payment date shall be postponed to the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which case the payment date will be the immediately preceding Business Day. If the final maturity date of the Notes falls on a day that is not a Business Day, the Issuer shall make the required payment of principal and interest on the immediately succeeding Business Day, as if it were made on the date the payment was due. Interest shall not accrue as a result of any postponed or delayed payment in accordance with this paragraph.

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Interest on any principal that is not paid when due, whether at the final maturity date, at accelerated maturity, following a Change of Control, upon mandatory or optional redemption or otherwise, shall accrue from and after such due date at the calculated interest rate from time to time in effect plus 2.000%. Interest on overdue installments of interest shall accrue at the same rate borne by this Note from time to time to the extent lawful.

The interest rate on this Note shall in no event exceed the maximum rate permitted by New York law.

2. Method of Payment

The Issuer shall pay interest on the Notes (except defaulted interest), and all other payments payable in respect of the Notes on any payment date, to the Persons who are registered holders of Notes at the close of business on the December 31, March 31, June 30 and September 30 next preceding the payment date even if Notes are canceled after such record date and on or before the payment date. The Issuer shall pay principal, premium, if any, interest and all other amounts payable in respect of the Notes in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, interest and other amounts payable with respect thereto) shall be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Issuer shall make all payments in respect of a Definitive Note (including principal, premium, interest and other amounts payable with respect thereto) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a Definitive Note shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3. Paying Agent, Calculation Agent and Registrar

Initially, Wilmington Trust, National Association (the “Trustee”) shall act as Paying Agent, Calculation Agent and Registrar. The Issuer may appoint and change any Paying Agent, Calculation Agent, Registrar or co-registrar without notice. The Issuer or any of its Subsidiaries may act as Paying Agent, Calculation Agent, Registrar or co-registrar.

4. Indenture and Security Documents

The Issuer issued the Notes under an Indenture, dated as of [DATE] (the “Indenture”), among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.

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The Notes are secured obligations of the Issuer and consist of the Floating Rate First Lien A Notes issued on the Issue Date in the aggregate principal amount of $750,000,000.iii

The Indenture contains covenants that, among other things, limit the ability of the Issuer and the Guarantors to incur Indebtedness, to make Restricted Payments, to create Liens, to permit restrictions on distributions from Guarantors, to make Asset Dispositions, to engage in Affiliate Transactions, and to consolidate, merge or transfer all or substantially all of their respective assets. These covenants are subject to important exceptions and qualifications.

The Notes are secured by a first priority lien on the Collateral, as provided in the Indenture and the Security Documents.

5. Maturity.

The Notes shall mature on [3 years from Issue Date].iv

6. Redemption.

The Notes shall be subject to redemption as provided in the Indenture, including Article 3 and Section 4.16(c).v

iii For the B Note: The Notes are secured obligations of the Issuer and consist of the Floating Rate First Lien B Notes issued on the Issue Date in the aggregate principal amount of $500,000,000.

iv For the B Notes: The B Notes shall mature on [4 years from Issue Date] (the “Stated Maturity Date”); provided that on not more than two occasions the Issuer may extend the Stated Maturity Date to the first anniversary of the Stated Maturity Date then in effect. If so extended, the period beginning the day after the original Stated Maturity Date and ending on the first anniversary of the original Stated Maturity Date shall be referred to as the “First Extension Period” and the one year period beginning on the day after the First Extension Period and ending on the second anniversary of the original Stated Maturity Date shall be referred to as the “Second Extension Period.” If the Issuer determines to extend Stated Maturity Date as provided in the proviso to the second preceding sentence, the Issuer shall inform the Trustee and shall notify each Holder in writing by notice sent not later than 60 days prior to the Stated Maturity Date then in effect.

v For the B Notes: If the B Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), at the end of each accrual period ending after the fifth anniversary of the Issue Date (each, an “AHYDO Redemption Date”), the Issuer will be required to redeem for cash a portion of each B Note then outstanding equal to the “Mandatory Principal Redemption Amount” (such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each B Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on to the date of redemption. The “mandatory principal redemption amount” means the portion of a B Note required to be redeemed to prevent such B Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the B Notes prior to any AHYDO Redemption Date pursuant to any other provision of the Indenture will alter the Issuer’s obligations to make the Mandatory Principal Redemption with respect to any B Notes that remain outstanding on any AHYDO Redemption Date.

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7. Repurchase Upon Change of Control

Upon a Change of Control, the Issuer will be required to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase. Holders must surrender the Notes to a Paying Agent to collect the purchase price.

8. Guarantee

The payment by the Issuer of the principal of, premium, if any, on, interest on and all other amounts payable in respect of the Notes is fully and unconditionally guaranteed on a joint and several basis by each of the Guarantors to the extent set forth in the Indenture.

9. Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons in denominations of $1.00 and whole multiples of $1.00 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

10. Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

11. Unclaimed Money

If money for the payment of principal, premium, if any, interest and all other amounts payable in respect of the Notes remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment.

12. Discharge and Defeasance

Subject to certain conditions set forth in the Indenture, the Issuer at any time shall be entitled to terminate some or all of its and the Guarantors’ obligations under the Notes, the Notes Guarantees and the Indenture if the Issuer deposits or causes to be deposited with the Trustee money or Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

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13. Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Security Documents and the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the Outstanding Notes of each series under the Indenture, each voting as a separate class and (ii) any past default or non-compliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the Outstanding Notes of the Controlling Series. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer, the Guarantors and the Trustee shall be entitled to amend the Indenture, the Security Documents or the Notes to, among other things, cure any ambiguity, omission, defect or inconsistency, to add any additional assets to the collateral; to release Collateral from the Lien of the Security Documents when permitted or required by this Indenture and the Security Documents, or to make any change that does not materially adversely affect the rights of any Holder.

14. Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount outstanding of the Controlling Series may declare all the Notes to be due and payable immediately, subject to certain conditions set forth in the Indenture Certain events of bankruptcy or insolvency as well as certain defaults relating to the Collateral under the Security Documents are Events of Default which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount outstanding of the Controlling Series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

15. Trustee Dealings with the Issuer

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer and its Affiliates and may otherwise deal with the Issuer and its Affiliates to the same extent as if it were not the Trustee.

16. No Recourse Against Others

A director, officer, employee, stockholder or holder of any equity interest, as such, of the Issuer, any Guarantor or the Trustee shall not have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Notes Guarantees, the Security Documents or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting an Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

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17. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.

18. Abbreviations and Definitions

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

All terms defined in the Indenture and used in this Note but not specifically defined herein are defined in the Indenture and are used herein as so defined.

19. CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20. Governing Law

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. Requests may be made to:

Capmark Financial Group Inc.

[______]

[________________]

Attention: [______]

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:

Your

Signature:

Sign exactly as your name appears on the other side of this Note.


Signature

Signature Guarantee:


Signature must be guaranteed			Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 of the Indenture, check the box:

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 of the Indenture, state the amount in principal amount that you elect to have purchased:

EXHIBIT 1-B to APPENDIX A

[FORM OF FACE OF B NOTE]

[TO COME]

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APPENDIX B

[FORM OF SUPPLEMENTAL INDENTURE TO BE

DELIVERED FOR FUTURE GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [ ] among [ ] (the “Additional Guarantor”), a [ ] [corporation][limited liability company][limited partnership][other] and a [direct] [indirect] subsidiary of Capmark Financial Group Inc., a Nevada corporation (the “Issuer”), and [______], as Trustee under the Indenture (the “Trustee”).

WITNESSETH:

WHEREAS the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of [DATE], providing for the issuance of First Lien Notes (the “Notes”);

WHEREAS, Section 4.03 and Section 10.06 of the Indenture provide that under certain circumstances the Issuer shall cause the Additional Guarantor to execute and deliver to the Trustee a guaranty agreement pursuant to which the Additional Guarantor shall Guarantee payment of the Notes on the same terms and conditions as those set forth in Article 10 of the Indenture; and

WHEREAS, pursuant to Section 9.01(a)(iv) of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Additional Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Guarantees. The Additional Guarantor hereby agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture.

SECTION 3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

	CAPMARK FINANCIAL GROUP INC.,

	by
		Name:
		Title:

	[ADDITIONAL GUARANTOR],

	by
		Name:
		Title:

	[TRUSTEE], solely as Trustee

	by
		Name:
		Title:

	[COLLATERAL AGENT], solely as Collateral Agent

	by
		Name:
		Title:

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APPENDIX C

DESCRIPTION OF COLLATERAL

The following assets at any time owned or acquired by the Obligors shall constitute Collateral under the Indenture and the Security Documents.

(a)

all Accounts, as defined in §9-102(a)(2) of the UCC;

(b)

all cash and Cash Equivalents, as defined in the Indenture, and which are held, or required to be held, in an Account, as defined in the Indenture;

(c)

all Chattel Paper, as defined in §9-102(a)(11) of the UCC;

(d)

all Commercial Tort Claims, as defined in §9-102(a)(13) of the UCC;

(e)

all Deposit Accounts as defined in §9-102(a)(29) of the UCC and constituting Accounts as defined in the Indenture;

(f)

all Documents, as defined in §9-102(a)(30) of the UCC;

(g)

all Equipment, as defined in §9-102(a)(33) of the UCC;

(h)

all General Intangibles, as defined in §9-102(a)(42) of the UCC, including, without limitation, Payment Intangibles, as defined in §9-102(a)(61) of the UCC;

(i)

all Instruments, as defined in §9-102(a)(47) of the UCC;

(j)

all Inventory, as defined in §9-102(a)(48) of the UCC;

(k)

all Investment Property, as defined in §9-102(a)(49) of the UCC, including, without limitation, all Securities Accounts, as defined in §8-501(a) of the UCC;

(l)

all Loan Assets, as defined in the Indenture;

(m)

all Letters of Credit, as defined in §5-102(a)(10) of the UCC;

(n)

all Letter of Credit Rights, as defined in §9-102(a)(51) of the UCC;

(o)

all Promissory Notes, as defined in §9-102(a)(65) of the UCC;

(p)

all Records, as defined in §9-102(a)(69) of the UCC;

(q)

all other Goods, as defined in §9-102(44) of the UCC;

(r)

all Supporting Obligations, as defined in §9-102(77) of the UCC;

(s)

all of the proceeds (as such term is defined in Section 9-102(a)(64) of the UCC) and products, whether tangible or intangible, of any of the foregoing, including, without limitation, Cash Proceeds, as defined in §9-102(a)(9) of the UCC, proceeds of insurance, the proceeds of any award in condemnation with respect to any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured.

Notwithstanding the foregoing, the “Collateral” shall not include (each, an “Excluded Asset”): (i) any contract or agreement to which an Obligor is a party or any of its rights thereunder if and for so long as the grant of a security interest therein shall constitute or result in (x) the unenforceability of any right of the Obligors therein or (y) the breach or termination pursuant to the terms of, or a default under, any such contract or agreement (other than to the extent any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or under any other applicable law); provided however, that such contract or agreement shall constitute Collateral immediately at such time as the condition causing such unenforceability shall be remedied and, to the extent severable, shall constitute Collateral immediately to any portion of such contract or agreement that does not result in any of the consequences specified in subclause (x) or (y) of this clause (i), including any proceeds of such contract or agreement; (ii) Excluded Accounts; (iii) the Capital Stock of the Bank Subsidiary and any Foreign Subsidiary in excess of 66 2/3% of the voting rights of all outstanding Capital Stock of such Foreign Subsidiary; (iv) any real property owned by an Obligor; (v) assets located outside the United States, to the extent a lien on such assets cannot be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Obligor; and (vi) assets subject to Liens pursuant to clauses (xiii) (but not to exceed [_]% of consolidated total assets of the Issuer and its Domestic Subsidiaries other than the Bank Subsidiary), (xiv), (xv) and (xxiv) of the definition of “Permitted Liens” to the extent the documentation relating to such Liens prohibit such assets from being Collateral and only for so long as such Liens remain outstanding. In addition, the Obligors shall not be required to take any actions to perfect the Lien of the Collateral Agent in favor of the Noteholders other than the filing of UCC financing statements in the jurisdiction of organization of the applicable Obligors, delivery of certificated Instruments to the Collateral Agent and the entering into of control agreements in favor of the Collateral Agent, on behalf of the Noteholders, in accordance with Article 3 of the Indenture.

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APPENDIX D

[To Come]

APPENDIX E

Determination of Amounts Payable

Payment Date: ___________

	The sum of:

(a)	Excess Cash Flow (as noticed by the Issuer in accordance with Section 3.03(a) of the Indenture)	$____________

(b)	Excess Interest Reserve Account Balance, if any (as noticed by the Issuer pursuant to Section 3.03(d)(iv))	$ ____________

	Less the sum of:

(c)	Indenture Agent Expenses (as noticed by the Trustee in accordance with Section 3.03(b) of the Indenture)	$ ____________

(d)	Accrued but unpaid interest (as notice by the Issuer in accordance with Section 3.03(d)(ii) of the Indenture)	$ ____________

(e)	Excess Cash Redemption Amount, if any (as noticed by the Issuer pursuant to Section 3.03(d)(iv), which is the aggregate amount payable in redemption of Outstanding Principal Amount of the Notes)	$ ____________

(f)	Outstanding Principal Amount of the A Notes (as noticed by the Issuer in accordance with Section 3.03(a)(iv) of the Indenture)	$ ____________

(g)	Redemption amount payable in respect of the A Notes (the lesser of line (e) and line (f))	$ ____________

(h)	Redemption amount payable in respect of the A Notes, per $1.00 Outstanding Principal Amount (line (g) divided by line (f))	$ ____________

(i)	Outstanding Principal Amount of the B Notes (as noticed by the Issuer in accordance with Section 3.03(a)(iv) of the Indenture)	$ ____________

(j)	Redemption amount payable in respect of the B Notes (the positive difference, if any, of line (e) less line (g))	$ ____________

(k)	Redemption amount payable in respect of the B Notes, per $1.00 Outstanding Principal Amount, if any (line (j) divided by line (i))	$ ____________

APPENDIX F

[Form to be prepared in accordance with Section 4.7 of the Plan]