AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT

EXHIBIT 10.47

$1,300,000,000

AMENDED AND RESTATED COMPETITIVE ADVANCE AND
REVOLVING CREDIT AGREEMENT,

Dated as of January 6, 2006,

among

PHH CORPORATION,
as Borrower,

PHH VEHICLE MANAGEMENT SERVICES INC.,
as Canadian Subsidiary Borrower,

THE LENDERS REFERRED TO HEREIN,

CITICORP USA, INC.,
as Syndication Agent,

THE BANK OF NOVA SCOTIA
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents

and

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

J.P. MORGAN SECURITIES INC.
and
CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers and Joint Bookrunners

Table of Contents

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          AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT (the " Agreement "), dated as of January 6, 2006, among PHH CORPORATION, a Maryland corporation (the " Borrower "), PHH VEHICLE MANAGEMENT SERVICES INC., a Canadian corporation (the " Canadian Subsidiary Borrower "), the Lenders referred to herein, CITICORP USA, INC., as syndication agent, THE BANK OF NOVA SCOTIA and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent (the " Administrative Agent ") for the Lenders.

INTRODUCTORY STATEMENT

          The Borrower, certain of the Lenders and the Administrative Agent are parties to a Three Year Competitive Advance and Revolving Credit Agreement, dated as of December 21, 2004 (the " Existing Revolving Credit Agreement "), pursuant to which the Lenders party thereto established a $1,250,000,000 committed revolving credit facility under which Revolving Credit Loans (as defined below) may be made to the Borrower.

          The Borrower has requested that the Termination Date (as defined below) be extended to January 6, 2011, the aggregate Commitments (as defined below) be increased to $1,300,000,000, a committed revolving credit facility under which Canadian Revolving Loans (as defined below) be made to the Canadian Subsidiary Borrower and certain other amendments to the Existing Revolving Credit Agreement be made, including to effect the foregoing.

          The Borrower, the Lenders and the Administrative Agent desire to amend and restate the Existing Revolving Credit Agreement pursuant to this Agreement and to continue the Borrower’s payment and performance obligations under the Existing Revolving Credit Agreement, as amended and restated hereby.

1. DEFINITIONS

          For the purposes hereof unless the context otherwise requires, the following terms shall have the meanings indicated, all accounting terms not otherwise defined herein shall have the respective meanings accorded to them under GAAP and all terms defined in the New York Uniform Commercial Code and not otherwise defined herein shall have the respective meanings accorded to them therein:

     " ABR Borrowing " shall mean a Borrowing comprised of ABR Loans.

     " ABR Loan " shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article 2.

     " Acceptance Fee " shall mean a fee payable in Canadian Dollars by the Canadian Subsidiary Borrower to the Canadian Revolving Lender with respect to the acceptance of a Canadian B/A, calculated on the face amount of the Canadian B/A at a rate per annum equal to the LIBOR Spread then in effect on the basis of the number of days in the applicable Contract Period (inclusive of the first day and exclusive of the last day) and a year of 365 days.

     " Act " shall have the meaning assigned to such term in Section 10.18.

     " Affiliate " shall mean as to any Person, any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be "controlled by" another if such latter Person possesses, directly or indirectly, power either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors of such controlled Person or (ii) direct or cause the

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direction of the management and policies of such controlled Person whether by contract or otherwise.

     " Agents " shall mean the collective reference to the Administrative Agent, the Syndication Agent and the Co-Documentation Agents.

     " Alternate Base Rate " shall mean for any day, a rate per annum (rounded upwards to the nearest 1/16 of 1% if not already an integral multiple of 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect for such day and (b) the Federal Funds Effective Rate in effect for such day plus ¹ / 2 of 1%.

     " Applicable Law " shall mean all provisions of statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to a Person, and all orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party.

     " Assessment Rate " shall mean, for any day, the net annual assessment rate (rounded upwards, if necessary, to the next higher Basis Point) as most recently reasonably estimated by the Administrative Agent for determining the then current annual assessment payable by the entity which is the Administrative Agent to the Federal Deposit Insurance Corporation (or any successor) for insurance by such Corporation (or such successor) of time deposits made in Dollars at such entity’s U.S. domestic offices.

     " Asset Securitization Subsidiary " shall mean (i) any Subsidiary engaged solely in the business of effecting asset securitization transactions permitted by this Agreement and activities incidental thereto or (ii) any Subsidiary whose primary purpose is to hold title or ownership interests in vehicles, equipment, leases, mortgages, relocation assets, financial assets and related assets under management.

     " Assignment and Acceptance " shall mean an agreement substantially in the form of Exhibit B hereto, executed by the assignor, assignee and the other parties as contemplated thereby.

     " Available Foreign Currencies " shall mean the currencies set forth on Schedule 1.1B (including, in any event in the case of Canadian Revolving Loans, Canadian Dollars), and any other available and other freely-convertible non-Dollar currency selected by the Borrower or any Subsidiary Borrower and approved (which approval shall not be unreasonably withheld) in writing by the Administrative Agent.

     " Basis Point " shall mean 1/100th of 1%.

     " Board " shall mean the Board of Governors of the Federal Reserve System.

     " Borrowing " shall mean a group of Loans of a single Interest Rate Type made by certain Lenders (or in the case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been accepted pursuant to Section 2.4) on a single date and as to which a single Interest Period is in effect.

     " Business Day " shall mean, with respect to any Loan, any day other than a Saturday, Sunday or other day on which banks in New York City are permitted or required by law to close; provided that when used in connection (i) with a LIBOR Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in deposits in Dollars or the applicable Available Foreign Currency on the London Interbank Market (or such other interbank

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eurocurrency market where the foreign currency and exchange operations in respect of Dollars or the applicable Available Foreign Currency, as the case may be, are then being conducted for delivery on the first day of such Interest Period) and (ii) a Canadian Revolving Loan, the term "Business Day" shall also exclude any day on which banks in Toronto are permitted or required by law to close.

     " Canadian ABR Loan " shall mean Loans the rate of interest applicable to which is based upon the Canadian Alternate Base Rate.

     " Canadian Alternate Base Rate " shall mean, on any day, the greater of (a) the Canadian Base Rate in effect for such day and (b) the Federal Funds Effective Rate in effect for such day plus ¹ / 2 of 1% per annum.

     " Canadian Bankers’ Acceptance " and " Canadian B/A " shall mean a bill of exchange subject to the Depository Bills and Notes Act (Canada) denominated in Canadian Dollars, drawn by the Canadian Subsidiary Borrower and accepted by the Canadian Revolving Lender in accordance with this Agreement.

     " Canadian Base Rate " shall mean the rate per annum determined by the Canadian Revolving Lender from time to time as its base rate for Dollar-denominated commercial loans in Canada. For purposes of this Agreement, any change in the Canadian Alternate Base Rate due to a change in the Canadian Base Rate shall be effective on the date such change in the Canadian Base Rate is announced as effective.

     " Canadian Cash Collateral Account " shall mean a collateral account established with the Canadian Revolving Lender, in the name of the Canadian Revolving Lender and under its sole dominion and control, into which the Canadian Subsidiary Borrower shall from time to time deposit cash or Cash Equivalents pursuant to the express provisions of this Agreement requiring such deposit.

     " Canadian Dollars " and " C$ " shall mean dollars in lawful currency of Canada.

     " Canadian L/C Exposure " shall mean, at any time, the Dollar Equivalent Amount of the aggregate face amount of all drafts which may then or thereafter be presented by beneficiaries under all Canadian Letters of Credit then outstanding plus (without duplication) the face amount of all drafts which have been presented under Canadian Letters of Credit but have not yet been paid or have been paid but not reimbursed.

     " Canadian Letters of Credit " shall mean the letters of credit issued pursuant to Section 2.25.

     " Canadian Prime Rate " shall mean, on any day, the annual rate of interest equal to the greater of (i) the annual rate of interest announced by The Bank of Nova Scotia in effect as its prime rate at its principal office in Toronto on such day for determining interest rates on Canadian Dollar-denominated commercial loans in Canada, and (ii) the annual rate of interest equal to the sum of (A) the one-month CDOR Rate in effect on such day, plus (B) 1.00%.

     " Canadian Prime Rate Loan " shall mean Loans the rate of interest applicable to which is based upon the Canadian Prime Rate.

     " Canadian Revolving Borrowing Request " shall mean a request made pursuant to Section 2.6 substantially in the form of Exhibit E-2.

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     " Canadian Revolving Commitment " shall mean the obligation of the Canadian Revolving Lender to make Canadian Revolving Loans pursuant to Section 2.1 in an aggregate principal Dollar Equivalent Amount at any one time outstanding not to exceed $50,000,000, as the same may be changed from time to time pursuant to the terms hereof.

     " Canadian Revolving Lender " shall mean The Bank of Nova Scotia, in its capacity as a Canadian Revolving Lender hereunder and any other successor thereto in such capacity.

     " Canadian Revolving Loan " shall mean the Loans made by the Canadian Revolving Lender to the Canadian Subsidiary Borrower pursuant to a notice given by the Canadian Subsidiary Borrower under Section 2.6. Each Canadian Revolving Loan shall be a Canadian B/A, a Canadian Prime Rate Loan, a LIBOR Canadian Revolving Loan or a Canadian ABR Loan.

     " Capital Lease " shall mean as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

     " Cash Collateral Account " shall mean a collateral account established with the Administrative Agent, in the name of the Administrative Agent and under its sole dominion and control, into which the Borrower or any Subsidiary Borrower (other than the Canadian Subsidiary Borrower) shall from time to time deposit Dollars pursuant to the express provisions of this Agreement requiring such deposit.

     " Cash Equivalents " shall mean (i) investments in commercial paper maturing in not more than 270 days from the date of issuance which at the time of acquisition is rated at least A-1 or the equivalent thereof by S&P, or P-1 or the equivalent thereof by Moody’s, (ii) investments in direct obligations or obligations which are guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having a maturity of not more than three years from the date of acquisition, (iii) investments in certificates of deposit maturing not more than one year from the date of origin issued by a Lender or a bank or trust company organized or licensed under the laws of the United States or any state or territory thereof having capital, surplus and undivided profits aggregating at least $500,000,000 and in each case A rated or better by S&P or Moody’s, (iv) money market mutual funds having assets in excess of $2,000,000,000, (v) investments in asset-backed or mortgage-backed securities, including investments in collateralized, adjustable rate mortgage securities and those mortgage-backed securities which are rated at least AA by S&P or Aa by Moody’s or are of comparable quality at the time of investment, and (vi) banker’s acceptances maturing not more than one year from the date of origin issued by a bank or trust company organized or licensed under the laws of the United States or any state or territory thereof and having capital, surplus and undivided profits aggregating at least $500,000,000, and rated A or better by S&P or Moody’s.

     " CDOR Rate " shall mean, at any date of determination, the annual rate of interest which is the rate based on an average rate applicable to Canadian Dollar banker’s acceptances for the applicable period appearing on the "Reuters Screen CDOR Page", rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:00 a.m., Toronto time, on such date, or if such date is not a Business Day, then on the immediately preceding Business Day, provided that if such rate does not appear on the Reuters Screen CDOR Page on such date as contemplated, then the CDOR Rate on such date shall be calculated as the arithmetic mean of the rates for the term referred to above applicable to Canadian Dollar banker’s acceptances quoted by the banks

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listed in Schedule I of the Bank Act (Canada) as of 10:00 a.m., Toronto time, on such date or, if such date is not a Business Day, then on the immediately preceding Business Day.

     " Change in Control " shall mean (i) the acquisition by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date), directly or indirectly, beneficially or of record, of ownership or control of in excess of 50% of the voting common stock of the Borrower on a fully diluted basis at any time or (ii) if at any time, individuals who at the Closing Date constituted the Board of Directors the Borrower (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Borrower, as the case may be, was approved by a vote of the majority of the directors then still in office who were either directors at the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office.

     " Closing Date " shall mean the date on which the conditions precedent to the effectiveness of this Agreement as set forth in Section 4.1 have been satisfied or waived, which date is January 6, 2005.

     " Code " shall mean the Internal Revenue Code of 1986 and the rules and regulations issued thereunder, as now and hereafter in effect, or any successor provision thereto.

     " Co-Documentation Agents " shall mean the collective reference to The Bank of Nova Scotia and Wachovia Bank, National Association.

     " Commitments " shall mean the aggregate Revolving Commitments and the Canadian Revolving Commitment.

     " Commitment Period " shall mean the period from and including the Closing Date to but not including the Termination Date or such earlier date on which the Commitments shall have been terminated in accordance with the terms hereof.

     " Commitment Utilization Percentage " shall mean on any day the percentage equivalent of a fraction (a) the numerator of which is the sum of (i) the outstanding aggregate principal Dollar Equivalent Amount of Loans and (ii) the then current L/C Exposure and (b) the denominator of which is the Total Revolving Commitment (or, on any day after termination of the Commitments, the Total Revolving Commitment in effect immediately preceding such termination).

     " Competitive Bid " shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.4 substantially in the form of Exhibit D-3.

     " Competitive Bid Accept/Reject Letter " shall mean a notification made by the Borrower or any Subsidiary Borrower pursuant to Section 2.4(d) substantially in the form of Exhibit D-4.

     " Competitive Bid Rate " shall mean, as to any Competitive Bid made by a Lender pursuant to Section 2.4(b), (a) in the case of a LIBOR Loan, the Margin and (b) in the case of a Fixed Rate Loan, the fixed rate of interest offered by the Lender making such Competitive Bid.

     " Competitive Bid Request " shall mean a request made pursuant to Section 2.4 substantially in the form of Exhibit D-1.

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     " Competitive Borrowing " shall mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted by the Borrower or any Subsidiary Borrower under the bidding procedure described in Section 2.4.

     " Competitive Loan " shall mean a Loan from a Lender to the Borrower or any Subsidiary Borrower pursuant to the bidding procedure described in Section 2.4. Each Competitive Loan shall be a LIBOR Competitive Loan or a Fixed Rate Loan.

     " Confidential Information Memorandum " shall mean the Confidential Information Memorandum dated November 2005 and which was made available to each of the Lenders party to this Agreement as of such date.

     " Consolidated Assets " shall mean, at any date of determination, the total assets of the Borrower and its Consolidated Subsidiaries determined in accordance with GAAP.

     " Consolidated Net Income " shall mean, for any period for which such amount is being determined, the net income (loss) of the Borrower and its Consolidated Subsidiaries during such period determined on a consolidated basis for such period taken as a single accounting period in accordance with GAAP, provided that there shall be excluded (i) income (or loss) of any Person (other than a Consolidated Subsidiary) in which the Borrower or any of its Consolidated Subsidiaries has an equity investment or comparable interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or its Consolidated Subsidiaries by such Person during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Consolidated Subsidiary or is merged into or consolidated with the Borrower or any of its Consolidated Subsidiaries or the Person’s assets are acquired by the Borrower or any of its Consolidated Subsidiaries, (iii) the income of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Consolidated Subsidiary of the income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Consolidated Subsidiary, (iv) any extraordinary after-tax gains and (v) any extraordinary pretax losses but only to the extent attributable to a write-down of financing costs relating to any existing and future indebtedness.

     " Consolidated Net Worth " shall mean, at any date of determination, all amounts which would be included on a balance sheet of the Borrower and its Consolidated Subsidiaries under stockholders’ equity as of such date in accordance with GAAP.

     " Consolidated Subsidiaries " shall mean all Subsidiaries of the Borrower that are required to be consolidated with the Borrower for financial reporting purposes in accordance with GAAP.

     " Contract Period " shall mean the term of a Canadian B/A selected by the Canadian Subsidiary Borrower in accordance with Section 2.26 commencing on the borrowing date, or the date of refinancing of such Canadian B/A in accordance with Section 2.9, as the case may be, of such Canadian B/A and expiring on a Working Day which shall be either 30 days, 60 days, 90 days or 180 days thereafter, in all cases subject to availability; provided that the Contract Period may be for a period of less than 30 days as agreed by the Canadian Subsidiary Borrower and the Canadian Revolving Lender; provided further that no Contract Period shall extend beyond the Termination Date.

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     " Contractual Obligation " shall mean, 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 " or " Currencies " shall mean the collective reference to Dollars and Available Foreign Currencies.

     " Default " shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

     " Disclosed Matters " shall mean the information disclosed on the Borrower’s Form 8-K, dated September 7, 2005.

     " Discount Proceeds " shall mean for any Canadian B/A, an amount (rounded to the nearest C$0.01, and with C$0.005 being rounded up) calculated on the applicable borrowing date, rollover date or conversion date, as the case may be, by multiplying:

     1. the Discount Rate (expressed as a decimal) applicable to such Canadian B/A, and

     2. a fraction, the numerator of which is the number of days in the Contract Period of the Canadian B/A (inclusive of the first day and exclusive of the last day) and the denominator of which is 365.

     with such quotient being rounded up or down to the fifth decimal place and 0.000005 being rounded up.

     " Discount Rate " shall mean for any day, the average CDOR Rate for the Contract Period applicable to any Canadian B/A to be issued by the Canadian Revolving Lender on such day or if no such rate is available, the rate (expressed to two decimal places and rounded upward, if necessary, to the nearest 0.01%) quoted by the Canadian Revolving Lender as the discount rate at which the Canadian Revolving Lender would, in accordance with its normal practices, at or about 10:00 a.m., Toronto time, on such day, be prepared to purchase bankers’ acceptances accepted by it having a face amount and term comparable to the face amount and Contract Period of such Canadian B/A.

     " Dollar Equivalent Amount " shall mean with respect to (i) any amount of any Available Foreign Currency on any date, the equivalent amount in Dollars of such amount of Available Foreign Currency, as determined by the Administrative Agent using the applicable Exchange Rate and (ii) any amount in Dollars, such amount.

     " Dollars " and " $ " and " US$ " shall mean lawful currency of the United States.

     " Eligible Canadian Revolving Lender " shall mean any Schedule I Bank, Schedule II Bank or Schedule III Bank, in each case, within the meaning of the Bank Act (Canada).

     " Environmental Laws " shall mean any and all federal, provincial, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of

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any Governmental Authority regulating, relating to or imposing liability or standards of conduct concerning, any Hazardous Material or environmental protection or health and safety, as now or at any time hereafter in effect, including without limitation, the Clean Water Act also known as the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq ., the Clean Air Act, 42 U.S.C. §§ 7401 et seq ., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq ., the Surface Mining Control and Reclamation Act, 30 U.S.C. §§ 1201 et seq ., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq ., the Superfund Amendment and Reauthorization Act of 1986, Public Law 99-499, 100 Stat. 1613, the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 11001 et seq ., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq ., the Occupational Safety and Health Act as amended, 29 U.S.C. § 655 and § 657, together, in each case, with any amendment thereto, and the regulations adopted and publications promulgated thereunder and all substitutions thereof.

     " Environmental Liabilities " shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     " ERISA " shall mean the Employee Retirement Income Security Act of 1974, as such Act may be amended, and the regulations promulgated thereunder.

     " euro " shall mean the single currency of participating member states of the European Union.

     " euro unit " shall mean the currency unit of the euro.

     " Event of Default " shall have the meaning given such term in Article 7.

     " Excess Utilization Day " shall mean each day on which the Commitment Utilization Percentage exceeds 50%.

     " Exchange Rate " shall mean on any date (i) with respect to any Available Foreign Currency other than Canadian Dollars, the rate at which such Available Foreign Currency may be exchanged into Dollars, as set forth on such date on the relevant Reuters currency page at or about 11:00 A.M. New York City time on such date and (ii) with respect to Canadian Dollars, the spot rate at which Canadian Dollars may be exchanged into U.S. Dollars, as quoted by The Bank of Canada at approximately 12:00 noon, Toronto time on such date, as set forth on the Reuters "BOFC" page. In the event that such rate does not appear on any such Reuters page, the "Exchange Rate" with respect to such Available Foreign Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such "Exchange Rate" shall instead be the Administrative Agent’s spot rate of exchange in the interbank market where its foreign currency exchange operations in respect of such Available Foreign Currency are then being conducted, at or about 10:00 A.M., local time, at such date for the purchase of Dollars with such Available Foreign Currency, for delivery two Business Days later; provided that if at the time of any such determination, no such spot rate can reasonably be

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quoted, the Administrative Agent may use any reasonable method (including obtaining quotes from three or more market makers for such Available Foreign Currency) as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error (without prejudice to the determination of the reasonableness of such method).

     " Existing Canadian Credit Agreement " shall mean the Letter Loan Agreement between PHH Vehicle Management Services Inc. (formerly known as PHH Canada Inc.) and The Bank of Nova Scotia, dated August 14, 1990, as amended.

     " Existing Canadian Letters of Credit " shall mean all letters of credit outstanding under the Existing Canadian Credit Agreement immediately prior to the Closing Date.

     " Existing Revolving Letters of Credit " shall mean all letters of credit outstanding under the Existing Revolving Credit Agreement immediately prior to the Closing Date.

     " Existing Revolving Credit Agreement " shall have the meaning provided in the Introductory Statement to this Agreement.

     " Facility Fee " shall have the meaning given such term in Section 2.8.

     " Federal Funds Effective Rate " shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including, without limitation, the inability or failure of the Administrative Agent to obtain sufficient bids or publications in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) of such defined term until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate or the Federal Funds Rate due to a change in the Federal Funds Effective Rate shall be effective on the effective date of such change in the Federal Funds Effective Rate.

     " Federal Funds Rate " shall mean for any day, a rate per annum (rounded upwards to the nearest 1/16 of 1% if not already an integral multiple of 1/16 of 1%) equal to the Federal Funds Effective Rate in effect for such day plus 3/16 of 1%.

     " FFR Borrowing " shall mean a Borrowing comprised of FFR Loans.

     " FFR Loan " shall mean any Loan bearing interest at a rate determined by reference to the Federal Funds Rate in accordance with the provisions of Article 2.

     " FFR Spread " shall mean, at any date or any period of determination, the FFR Spread that would be in effect on such date pursuant to the chart set forth in Section 2.23 based on the rating of the Borrower’s senior unsecured non-credit enhanced long-term debt.

     " Fitch " shall mean Fitch Investors Service, Inc. and any successor thereto.

     " Fixed Rate Borrowing " shall mean a Borrowing comprised of Fixed Rate Loans.

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     " Fixed Rate Loan " shall mean any Competitive Loan bearing interest at a fixed percentage rate per annum (expressed in the form of a decimal to no more than four decimal places) specified by the Lender making such Loan in its Competitive Bid.

     " Fundamental Documents " shall mean this Agreement, any Joinder Agreement and any other ancillary documentation which is required to be, or is otherwise, executed by the Borrower or any Subsidiary Borrower and delivered to the Administrative Agent in connection with this Agreement.

     " Funding Office " shall mean the office of the Administrative Agent (or, in the case of any Loan denominated in any Available Foreign Currency, an Affiliate of the Administrative Agent) specified in Section 10.1 or such other office as may be specified from time to time by the Administrative Agent or the respective Affiliate of the Administrative Agent as its funding office by written notice to the Borrower and the Lenders; provided that, in the case of Loans made under the Canadian Revolving Commitment, "Funding Office" shall mean the office of the Canadian Revolving Lender specified in Section 10.1.

     " GAAP " shall mean generally accepted accounting principles consistently applied (except for accounting changes in response to FASB releases or other authoritative pronouncements) provided , however, that all calculations made pursuant to Sections 6.6 and 6.7 and the related definitions shall have been computed based on such generally accepted accounting principles as are in effect on the date hereof.

     " Governmental Authority " shall mean any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, or any court, in each case, whether of the United States or foreign.

     " Guaranty " shall mean, as to any Person, any direct or indirect obligation of such Person guaranteeing or intended to guarantee any Indebtedness, Capital Lease, dividend or other monetary obligation (" primary obligation ") of any other Person (the " primary obligor ") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services, in each case, primarily for the purpose of assuring the owner of any such primary obligation of the repayment of such primary obligation or (d) as a general partner of a partnership or a joint venturer of a joint venture in respect of indebtedness of such partnership or such joint venture which is treated as a general partnership for purposes of Applicable Law. The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount (or portion thereof) of the primary obligation in respect of which such Guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder); provided that the amount of any Guaranty shall be limited to the extent necessary so that such amount does not exceed the value of the assets of such Person (as reflected on a consolidated balance sheet of such Person prepared in accordance with GAAP) to which any creditor or beneficiary of such Guaranty would have recourse. Notwithstanding the foregoing definition, the term "Guaranty" shall not include any direct or indirect obligation of a Person as a general partner of a general partnership or a joint venturer of a joint venture in respect of Indebtedness of such general partnership or joint venture, to the extent such Indebtedness is contractually non-recourse to the

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assets of such Person as a general partner or joint venturer (other than assets comprising the capital of such general partnership or joint venture).

     " Hazardous Materials " shall mean any flammable materials, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or similar materials defined as such in any Environmental Law.

     " Indebtedness " shall mean (i) all indebtedness, obligations and other liabilities of the Borrower and its Subsidiaries which are, at the date as of which Indebtedness is to be determined, includable as liabilities in a consolidated balance sheet of the Borrower and its Subsidiaries, other than (w) accounts payable, accrued expenses and derivatives transactions entered into in the ordinary course of business pursuant to hedging programs, (x) advances from clients obtained in the ordinary course of the relocation management services business of the Borrower and its Subsidiaries, (y) current and deferred income taxes and other similar liabilities and (z) minority interest, plus (ii) without duplicating any items included in Indebtedness pursuant to the foregoing clause (i) (but excluding reinsurance obligations of Atrium Insurance Corporation), the maximum aggregate amount of all liabilities of the Borrower or any of its Subsidiaries under any Guaranty, indemnity or similar undertaking given or assumed of, or in respect of, the indebtedness, obligations or other liabilities, assets, revenues, income or dividends of any Person other than the Borrower or one of its Subsidiaries and (iii) all other obligations or liabilities of the Borrower or any of its Subsidiaries in relation to the discharge of the obligations of any Person other than the Borrower or one of its Subsidiaries.

     " Interest Payment Date " shall mean, with respect to any Borrowing, the last day of the Interest Period applicable thereto and, in the case of a LIBOR Borrowing with an Interest Period of more than three months’ duration or a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration or 90 days’ duration, as the case may be, been applicable to such Borrowing, and, in addition, the date of any refinancing or conversion of a Borrowing with, or to, a Borrowing of a different Interest Rate Type.

     " Interest Period " shall mean (a) as to any LIBOR Borrowing, (i) the period commencing on the date of such Borrowing, and ending one week after the date of such Borrowing or (ii) the period commencing on the date of such Borrowing, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3, 6 or, subject to each Lender’s approval, 12 months thereafter, as the Borrower or any relevant Subsidiary Borrower may elect, (b) as to any ABR Borrowing, FFR Borrowing, Canadian Prime Rate Loan or Canadian ABR Loan, the period commencing on the date of such Borrowing and ending on the earliest of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the Termination Date and (iii) the date such Borrowing is refinanced with a Borrowing of a different Interest Rate Type in accordance with Section 2.7 or is prepaid in accordance with Section 2.14, and (c) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offer to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be earlier than seven days after the date of such Borrowing or later than 360 days after the date of such Borrowing; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of LIBOR Loans only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) no Interest Period with respect to any LIBOR Borrowing or Fixed Rate Borrowing may be selected which would result in the aggregate amount of LIBOR Loans and Fixed Rate Loans

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having Interest Periods ending after any day on which a Commitment reduction is scheduled to occur being in excess of the Total Commitment scheduled to be in effect after such date. Interest shall accrue from, and including, the first day of an Interest Period to, but excluding, the last day of such Interest Period.

     " Interest Rate Protection Agreement " shall mean any interest rate swap agreement, interest rate cap agreement or other similar financial agreement or arrangement.

     " Interest Rate Type " when used in respect of any Loan or Borrowing, shall refer to the rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.

     " Joinder Agreement " shall have the meaning assigned to such term in Section 10.9(b)(i).

     " Joint Lead Arrangers " shall mean the collective reference to J.P. Morgan Securities Inc. and Citigroup Global Markets Inc.

     " JPMorgan Chase Bank " shall mean JPMorgan Chase Bank, N.A.

     " L/C Exposure " shall mean, at any time, the aggregate amount of the Canadian L/C Exposure plus the Revolving L/C Exposure.

     " LEAF Trust Transaction " shall mean the financing of motor vehicles and other equipment or personal property pursuant to that certain Amended and Restated Purchase Agreement, dated as of March 1, 2001, among LEAF Trust, a trust established under the laws of the Province of Ontario, the Canadian Imperial Bank of Commerce, as Administrative Agent and the Canadian Subsidiary Borrower (the " Purchase Agreement "), including any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any facilities or agreements that replace, refund or refinance, in whole or in part, the Purchase Agreement.

     " Lenders " shall mean the Canadian Revolving Lender and the Revolving Lenders.

     " Lending Office " shall mean, with respect to any of the Lenders, the branch or branches (or affiliate or affiliates) from which any such Lender’s LIBOR Loans, Fixed Rate Loans, ABR Loans, FFR Loans, Canadian Prime Rate Loans or Canadian ABR Loans, as the case may be, are made or maintained and for the account of which all payments of principal of, and interest on, such Lender’s LIBOR Loans, Fixed Rate Loans, ABR Loans, FFR Loans, Canadian Prime Rate Loans or Canadian ABR Loans are made, as notified to the Administrative Agent from time to time.

     " Letters of Credit " shall mean Canadian Letters of Credit and Revolving Letters of Credit.

     " LIBOR " shall mean, with respect to each day during each Interest Period pertaining to a LIBOR Borrowing, the rate per annum determined on the basis of the rate for deposits in Dollars or the applicable Available Foreign Currency, as the case may be, for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen (or any successor page thereto) as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the " LIBOR " shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as

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may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits or deposits in the applicable Available Foreign Currency, as the case may be, at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

     " LIBOR Borrowing " shall mean a Borrowing comprised of LIBOR Loans.

     " LIBOR Canadian Revolving Loan " shall mean any Canadian Revolving Loan denominated in Dollars bearing interest at a rate determined by reference to LIBOR in accordance with the provisions of Article 2.

     " LIBOR Competitive Loan " shall mean any Competitive Loan bearing interest at a rate determined by reference to LIBOR in accordance with the provisions of Article 2.

     " LIBOR Loan " shall mean any LIBOR Canadian Revolving Loan, LIBOR Competitive Loan or LIBOR Revolving Credit Loan.

     " LIBOR Revolving Credit Loan " shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to LIBOR in accordance with the provisions of Article 2.

     " LIBOR Spread " shall mean, at any date or any period of determination, the LIBOR Spread that would be in effect on such date or during such period pursuant to the chart set forth in Section 2.23 based on the rating of the Borrower’s senior unsecured non-credit enhanced long-term debt.

     " Lien " shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind whatsoever (including any conditional sale or other title retention agreement, any lease in the nature thereof or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

     " Loan " shall mean a Competitive Loan, a Revolving Credit Loan or a Canadian Revolving Loan, whether made as a LIBOR Loan, an ABR Loan, an FFR Loan, a Canadian B/A, a Canadian Prime Rate Loan, a Canadian ABR Loan or a Fixed Rate Loan, as permitted hereby.

     " Local Time " shall mean (i) in the case of any extension of credit under the Revolving Commitments, New York City time, and (ii) in the case of any extension of credit under the Canadian Revolving Commitment, Toronto time.

     " Margin " shall mean, as to any LIBOR Competitive Loan, the margin (expressed as a percentage rate per annum in the form of a decimal to four decimal places) to be added to, or subtracted from, LIBOR in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such Loan.

     " Margin Stock " shall be as defined in Regulation U of the Board.

     " Material Adverse Effect " shall mean a material adverse effect on the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.

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     " Material Subsidiary " shall mean any Subsidiary of the Borrower which together with its Subsidiaries at the time of determination had assets constituting 10% or more of Consolidated Assets, accounts for 10% or more of Consolidated Net Worth, or accounts for 10% or more of the revenues of the Borrower and its Consolidated Subsidiaries for the Rolling Period immediately preceding the date of determination.

     " Moody’s " shall mean Moody’s Investors Service Inc.

     " Multiemployer Plan " shall mean a plan described in Section 3(37) of ERISA.

     " national currency unit " shall mean the unit of currency (other than a euro unit) of a participating member state.

     " New Lender " shall have the meaning assigned to such term in Section 2.13(e).

     " Obligations " shall mean the obligation of the Borrower and any Subsidiary Borrower to make due and punctual payment of principal of, and interest on (including post-petition interest, whether or not allowed), the Loans, the Facility Fee, the Utilization Fee, reimbursement obligations in respect of Letters of Credit, and all other monetary obligations of the Borrower and any Subsidiary Borrower to the Administrative Agent, any Revolving Issuing Lender or any Lender under this Agreement or the Fundamental Documents or with respect to any Interest Rate Protection Agreements entered into between the Borrower or any of its Subsidiaries and any Lender.

     " Offered Increase Amount " shall have the meaning assigned to such term in Section 2.13(d).

     " Parent Guaranty " shall mean the guaranty of the Subsidiary Borrower Obligations provided by the Borrower pursuant to Article 9.

     " Participant " shall have the meaning assigned to such term in Section 10.3(g).

     " participating member state " shall mean each state so described in any EMU legislation.

     " PBGC " shall mean the Pension Benefit Guaranty Corporation or any successor thereto.

     " Permitted Encumbrances " shall mean Liens permitted under Section 6.4.

     " Person " shall mean any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization or government or any agency or political subdivision thereof.

     " PHH Home Loans Credit Agreement " shall mean the Revolving Credit Agreement, dated as of September 30, 2005, among PHH Home Loans, LLC, as borrower, the lenders referred to therein, Barclays Bank PLC, as syndication agent, and Bank of Montreal, as administrative agent, as modified, supplemented, amended or restated from time to time.

     " Plan " shall mean an employee pension benefit plan described in Section 3(2) of ERISA, other than a Multiemployer Plan which is sponsored by the Borrower or one of its Subsidiaries.

     " Prime Rate " shall mean the rate per annum publicly announced by the entity which is the Administrative Agent from time to time as its prime rate in effect at its principal office in

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New York City. For purposes of this Agreement, any change in the Alternate Base Rate due to a change in the Prime Rate shall be effective on the date such change in the Prime Rate is announced as effective.

     " Pro Forma Basis " shall mean, in connection with any transaction for which a determination on a Pro Forma Basis is required to be made hereunder, that such determination shall be made (i) after giving effect to any issuance of Indebtedness, any acquisition, any disposition or any other transaction (as applicable) and (ii) assuming that the issuance of Indebtedness, acquisition, disposition or other transaction and, if applicable, the application of any proceeds therefrom, occurred at the beginning of the most recent Rolling Period ending at least thirty (30) days prior to the date on which such issuance of Indebtedness, acquisition, disposition or other transaction occurred.

     " Protesting Lender " shall have the meaning assigned to such term in Section 10.9(b)(iii).

     " Reallocation Notice " shall have the meaning assigned to such term in Section 2.13(g).

     " Reportable Event " shall mean any reportable event as defined in Section 4043(c) of ERISA, other than a reportable event as to which provision for 30-day notice to the PBGC would be waived under applicable regulations had the regulations in effect on the Closing Date been in effect on the date of occurrence of such reportable event.

     " Required Lenders " shall mean Lenders holding Commitments representing more than 50% of the aggregate Commitments, except that for purposes of determining the Lenders entitled to declare the principal of and the interest on the Loans and all other amounts payable hereunder or thereunder to be forthwith due and payable pursuant to Article 7, "Required Lenders" shall mean Lenders holding more than 50% of the aggregate principal amount of the Loans and L/C Exposure at the time.

     " Revolving Commitment " shall mean, with respect to each Lender, its commitment to make Revolving Credit Loans to the Borrower or any Subsidiary Borrower hereunder (other than the Canadian Subsidiary Borrower), in an aggregate principal Dollar Equivalent amount not to exceed at any time the amount set forth opposite such Lender’s name under the heading "Revolving Commitment" on Schedule 1.1A, as the same may be changed from time to time pursuant to the terms hereof.

     " Revolving Commitment Increase Notice " shall have the meaning assigned to such term in Section 2.13(d).

     " Revolving Credit Borrowing " shall mean a Borrowing consisting of simultaneous Revolving Credit Loans from each of the Lenders.

     " Revolving Credit Borrowing Request " shall mean a request made pursuant to Section 2.5 substantially in the form of Exhibit E-1.

     " Revolving Credit Loans " shall mean the Loans made by the Lenders to the Borrower or any Subsidiary Borrower (other than the Canadian Subsidiary Borrower) pursuant to a notice given by the Borrower or such Subsidiary Borrower under Section 2.5. Each Revolving Credit Loan shall be a LIBOR Revolving Credit Loan, an ABR Loan or an FFR Loan.

     " Revolving Credit Percentage " shall mean, with respect to each Lender, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving

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Commitment, or at any time after the Revolving Commitments have expired or terminated, the percentage which such Lender’s Revolving Commitment constituted of the Total Revolving Commitment immediately prior to the time the Revolving Commitments expired or terminated.

     " Revolving Issuing Lender " shall mean JPMorgan Chase Bank and/or such other of the Revolving Lenders as may be designated in writing by the Borrower and which agrees in writing to act as such in accordance with the terms hereof.

     " Revolving L/C Exposure " shall mean, at any time, the amount expressed in Dollars of the aggregate face amount of all drafts which may then or thereafter be presented by beneficiaries under all Revolving Letters of Credit then outstanding plus (without duplication) the face amount of all drafts which have been presented under Revolving Letters of Credit but have not yet been paid or have been paid but not reimbursed.

     " Revolving Lender " shall mean each financial institutions whose name appears on Schedule 1.1A under the heading "Revolving Lenders" and any assignee of a Revolving Lender pursuant to Section 10.3(b).

     " Revolving Letters of Credit " shall mean the letters of credit issued pursuant to Section 2.24.

     " Rolling Period " shall mean with respect to any fiscal quarter, such fiscal quarter and the three immediately preceding fiscal quarters considered as a single accounting period.

     " S&P " shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

     " Securitization Indebtedness " shall mean Indebtedness incurred by any structured bankruptcy-remote Subsidiary of the Borrower which does not permit or provide for recourse to the Borrower or any Subsidiary of the Borrower (other than such structured bankruptcy-remote Subsidiary) or any property or asset of the Borrower or any Subsidiary of the Borrower (other than the property or assets of such structured bankruptcy-remote Subsidiary).

     " Special Purpose Vehicle Subsidiary " shall mean PHH Caribbean Leasing, Inc. and any Subsidiary engaged in the fleet-leasing management business that (i) is, at any time, a party to one or more lease agreements with only one lessee, and (ii) finances, at any one time, its investments in lease agreements or vehicles with only one lender (which lender may be the Borrower if and to the extent that such loans and/or advances by the Borrower are not prohibited hereby).

     " Statutory Reserves " shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent or any Lender is subject, for Eurocurrency Liabilities (as defined in Regulation D of the Board) (or, at any time when such Lender may be required by the Board or by any other Governmental Authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which LIBOR is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any such LIBOR Loans). Such reserve percentages shall include those imposed under Regulation D of the Board.

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LIBOR Loans shall be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D of the Board. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

     " Subsidiary " shall mean with respect to any Person, any corporation, association, joint venture, partnership or other business entity (whether now existing or hereafter organized) of which at least a majority of the voting stock or other ownership interests having ordinary voting power for the election of directors (or the equivalent) is, at the time as of which any determination is being made, owned or controlled by such Person or one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

     " Subsidiary Borrower " shall mean the Canadian Subsidiary Borrower and any Subsidiary of the Borrower that becomes a party hereto pursuant to Section 10.9(b)(i) until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 10.9(b)(ii).

     " Subsidiary Borrower Obligations " shall mean the Obligations of any Subsidiary Borrower.

     " Supermajority Lenders " shall mean Lenders which have Commitments representing at least 75% of the aggregate Dollar Equivalent Amount of the aggregate Commitments.

     " Syndication Agent " shall mean Citicorp USA, Inc.

     " Tangible Net Worth " shall mean, at any date of determination, Consolidated Net Worth minus the aggregate book value of all intangible assets of the Borrower and its Consolidated Subsidiaries as of such date in accordance with GAAP.

     " Termination Date " shall mean January 6, 2011.

     " Total Revolving Commitment " shall mean, at any time, the aggregate amount of the Lenders’ Revolving Commitments as in effect at such time.

     " United States " shall mean the United States of America.

     " Utilization Fee " shall have the meaning given such term in Section 2.8.

     " Utilization Fee Percentage " shall mean, at any date or any period of determination, the Utilization Fee Percentage that would be in effect on such date pursuant to the chart set forth in Section 2.23 based on the rating of the Borrower’s senior unsecured non-credit enhanced long-term debt.

     " Working Day " shall mean any Business Day on which dealings in foreign currencies and exchange between banks may be carried on in London, New York City and Toronto.

2. THE LOANS

     SECTION 2.1.    Commitments .

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          (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower and any Subsidiary Borrower (other than the Canadian Subsidiary Borrower) in Dollars and any Available Foreign Currency, at any time and from time to time on and after the Closing Date and until the earlier of the Termination Date and the termination of the Revolving Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Revolving Commitment minus the sum of such Lender’s Revolving Credit Percentage of the current Revolving L/C Exposure plus the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender’s Revolving Commitment pursuant to Section 2.19, subject, however, to the condition that at no time shall (i) the sum of (A) the outstanding aggregate principal Dollar Equivalent Amount of all Loans (other than Canadian Revolving Loans) plus (B) the then current Revolving L/C Exposure exceed (ii) the Total Revolving Commitment. During the Commitment Period, the Borrower and any Subsidiary Borrower (other than the Canadian Subsidiary Borrower) may use the Revolving Commitments of the Lenders by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.

          (b) The Revolving Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.13 or Article 7.

          (c) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, the Canadian Revolving Lender agrees to make Canadian Revolving Loans to the Canadian Subsidiary Borrower in Dollars and Canadian Dollars, at any time and from time to time on and after the Closing Date and until the earlier of the Termination Date and the termination of the Canadian Revolving Commitment, in an aggregate principal amount at any time outstanding not to exceed the Dollar Equivalent Amount of the Canadian Revolving Commitment, subject, however, to the condition that at no time shall (i) the sum of (A) the outstanding aggregate principal Dollar Equivalent Amount of all Canadian Revolving Loans plus (B) the then current Canadian L/C Exposure exceed (ii) the Canadian Revolving Commitment. During the Commitment Period, the Canadian Subsidiary Borrower may use the Canadian Revolving Commitment by borrowing, prepaying the Canadian Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.

          (d) The Canadian Revolving Commitment may be terminated or reduced from time to time pursuant to Section 2.13 or Article 7.

     SECTION 2.2.    Loans .

          (a) Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Revolving Credit Loans made by the Revolving Lenders ratably in accordance with their respective Revolving Commitments in accordance with the procedures set forth in Section 2.5. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.4. Each Canadian Revolving Loan shall be made in accordance with the procedures set forth in Section 2.6. The failure of any Lender to make any Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising any Borrowing shall be (i) in the case of Competitive Loans and LIBOR Loans (other than LIBOR Canadian Revolving Loans), in an aggregate principal Dollar Equivalent Amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) in the case of ABR Loans or FFR Loans, in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000 (or if less, an aggregate principal amount equal to the remaining balance of the available Total Commitment).

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Canadian Revolving Loans (x) denominated in Canadian Dollars shall be in a principal amount that is an integral multiple of C$500,000 and not less than C$1,000,000 and (y) denominated in Dollars shall be in a principal amount that is an integral multiple of $500,000 and not less than $1,000,000.

          (b) Each Competitive Borrowing shall be comprised entirely of LIBOR Competitive Loans or Fixed Rate Loans as the Borrower or any Subsidiary Borrower may request pursuant to Section 2.4. Each Revolving Credit Borrowing shall be comprised entirely of LIBOR Loans, ABR Loans or FFR Loans, as the Borrower or any Subsidiary Borrower may request pursuant to Section 2.5; provided that Revolving Credit Loans denominated in any Available Foreign Currency shall be LIBOR Loans. Each Canadian Revolving Loan denominated in Canadian Dollars shall be a Canadian B/A or a Canadian Prime Rate Loan. Each Canadian Revolving Loan denominated in Dollars shall be a LIBOR Loan or a Canadian ABR Loan. Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that any exercise of such option shall not affect the obligation of the Borrower or such Subsidiary Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Interest Rate Type may be outstanding at the same time; provided that neither the Borrower, nor any Subsidiary Borrower shall be entitled to request any Borrowing that, if made, would result in an aggregate of more than 23 separate Loans (other than Competitive Loans) of any Lender being outstanding hereunder at any one time. For purposes of the calculation required by the immediately preceding sentence, LIBOR Loans (other than LIBOR Competitive Loans) having different Interest Periods or having been made in different Currencies, regardless of whether they commence on the same date, shall be considered separate Loans and all Loans of a single Interest Rate Type made on a single date shall be considered a single Loan if such Loans have a common Interest Period.

          (c) Subject to Section 2.7, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by making funds available at the Funding Office no later than 1:00 P.M. Local Time in the case of Loans other than ABR Loans, FFR Loans, Canadian Prime Rate Loans or Canadian ABR Loans and 4:00 P.M. Local Time in the case of ABR Loans, FFR Loans, Canadian Prime Rate Loans and Canadian ABR Loans, in each case, in immediately available funds. Upon receipt of the funds to be made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall disburse such funds by depositing them into an account of the Borrower or the applicable Subsidiary Borrower maintained with the Administrative Agent. Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.4 in the amounts so accepted and Loans shall be made by all the Lenders pro rata in accordance with Section 2.1 and this Section 2.2. Canadian Revolving Loans shall be made by the Canadian Revolving Lender in accordance with Section 2.1 and this Section 2.2 and, in the case of Canadian B/As, with the provisions of Section 2.26.

          (d) All ABR Loans and Canadian ABR Loans shall be denominated in Dollars. All Canadian B/As and Canadian Prime Rate Loans shall be denominated in Canadian Dollars.

          (e) Notwithstanding any other provision of this Agreement, neither the Borrower, nor any Subsidiary Borrower shall be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Termination Date.

     SECTION 2.3.    Use of Proceeds .

          The proceeds of the Loans shall be used for working capital and general corporate purposes and to backstop commercial paper issuances.

     SECTION 2.4.    Competitive Bid Procedure .

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          (a) In order to request Competitive Bids, the Borrower or any Subsidiary Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Competitive Bid Request substantially in the form of Exhibit D-1, to be received by the Administrative Agent (i) in the case of a LIBOR Competitive Borrowing, not later than 2:00 p.m., New York City time, four Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Competitive Borrowing. Each Competitive Bid Request shall specify the requested Currency. No ABR Loan shall be requested in, or made pursuant to, a Competitive Bid Request. A Competitive Bid Request that does not conform substantially to the format of Exhibit D-1 may be rejected in the Administrative Agent’s sole discretion, and the Administrative Agent shall promptly notify the Borrower or such Subsidiary Borrower of such rejection by telecopier. Such request for Competitive Bids shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a LIBOR Borrowing or a Fixed Rate Borrowing, (ii) the date of such Borrowing (which shall be a Business Day in the case of a Fixed Rate Borrowing and a Working Day in the case of a LIBOR Competitive Borrowing) and the aggregate principal Dollar Equivalent Amount thereof, which shall be in a minimum principal Dollar Equivalent Amount of $10,000,000 and in an integral multiple of $5,000,000, and (iii) the Interest Period with respect thereto (which may not end after the Termination Date). Promptly after its receipt of a Competitive Bid Request that is not rejected as aforesaid, the Administrative Agent shall invite by telecopier (in the form set forth in Exhibit D-2) the Lenders to bid, on the terms and subject to the conditions of this Agreement, to make Competitive Loans pursuant to such Competitive Bid Request.

          (b) Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower or any Subsidiary Borrower responsive to a Competitive Bid Request. Each Competitive Bid by a Lender must be received by the Administrative Agent via telecopier, substantially in the form of Exhibit D-3, (i) in the case of a LIBOR Competitive Borrowing, not later than 9:30 a.m., New York City time, three Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. Multiple Competitive Bids will be accepted by the Administrative Agent. Competitive Bids that do not conform substantially to the format of Exhibit D-3 may be rejected by the Administrative Agent after conferring with, and upon the instruction of, the Borrower or the applicable Subsidiary Borrower, and the Administrative Agent shall notify the Lender making such nonconforming Competitive Bid of such rejection as soon as practicable. Each Competitive Bid shall refer to this Agreement and specify (i) the principal Dollar Equivalent Amount (which shall be in a minimum principal Dollar Equivalent Amount of $10,000,000 and in an integral multiple of $5,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower or the applicable Subsidiary Borrower) of the Competitive Loan or Loans that the applicable Lender is willing to make to the Borrower or the applicable Subsidiary Borrower, (ii) the Competitive Bid Rate or Rates at which such Lender is prepared to make such Competitive Loan or Loans and (iii) the Interest Period or Interest Periods with respect thereto. If any Lender shall elect not to make a Competitive Bid, such Lender shall so notify the Administrative Agent via telecopier (i) in the case of LIBOR Competitive Loans, not later than 9:30 a.m., New York City time, three Working Days before a proposed Competitive Borrowing and (ii) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided that failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Loan as part of such proposed Competitive Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable.

          (c) The Administrative Agent shall promptly notify the Borrower or the applicable Subsidiary Borrower by telecopier of all the Competitive Bids made, the Competitive Bid Rate or Rates and the principal amount of each Competitive Loan in respect of which a Competitive Bid was made and the identity of the Lender that made each Competitive Bid. The Administrative Agent shall send a copy

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of all Competitive Bids to the Borrower or the applicable Subsidiary Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.4.

          (d) The Borrower or the applicable Subsidiary Borrower may in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Competitive Bid referred to in paragraph (c) above. The Borrower or the applicable Subsidiary Borrower shall notify the Administrative Agent by telephone, promptly confirmed by telecopier in the form of a Competitive Bid Accept/Reject Letter whether and to what extent it has decided to accept or reject any or all of the Competitive Bids referred to in paragraph (c) above, (i) in the case of a LIBOR Competitive Borrowing, not later than 10:30 a.m., New York City time, three Working Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Competitive Borrowing; provided that (A) the failure by the Borrower or the applicable Subsidiary Borrower to give such notice shall be deemed to be a rejection of all the Competitive Bids referred to in paragraph (c) above, (B) neither the Borrower, nor any Subsidiary Borrower shall accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower or such Subsidiary Borrower has decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (C) the aggregate amount of the Competitive Bids accepted by the Borrower or the applicable Subsidiary Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (D) if the Borrower or any Subsidiary Borrower shall accept a Competitive Bid or Competitive Bids made at a particular Competitive Bid Rate but the amount of such Competitive Bid or Competitive Bids shall cause the total amount of Competitive Bids to be accepted by the Borrower or the applicable Subsidiary Borrower to exceed the amount specified in the Competitive Bid Request, then the Borrower or the applicable Subsidiary Borrower shall accept a portion of such Competitive Bid or Competitive Bids in an amount equal to the amount specified in the Competitive Bid Request less the amount of all other Competitive Bids accepted at lower Competitive Bid Rates with respect to such Competitive Bid Request (it being understood that acceptance in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid at such Competitive Bid Rate), (E) except pursuant to clause (D) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal Dollar Equivalent Amount of $10,000,000 and an integral multiple of $5,000,000 and (F) neither the Borrower, nor any Subsidiary Borrower may accept Competitive Bids for Competitive Loans in any currency other than the currency specified in the related Competitive Bid Request; and provided , further , that if a Competitive Loan must be in an amount less than the Dollar Equivalent Amount of $10,000,000 because of the provisions of clause (D) above, such Competitive Loan shall be in a minimum principal Dollar Equivalent Amount of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (D), the amounts shall be rounded to the Dollar Equivalent Amount of integral multiples of $1,000,000 in a manner that shall be in the discretion of the Borrower or the applicable Subsidiary Borrower. A notice given by the Borrower or any Subsidiary Borrower pursuant to this paragraph (d) shall be irrevocable.

          (e) The Administrative Agent shall promptly notify each bidding Lender whether its Competitive Bid has been accepted (and if so, in what amount and at what Competitive Bid Rate) by telecopy sent by the Administrative Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted in the applicable Currency.

          (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Borrower or the applicable Subsidiary Borrower one quarter of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) above.

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          (g) All notices required by this Section 2.4 shall be given in accordance with Section 10.1.

     SECTION 2.5.    Revolving Credit Borrowing Procedure .

          In order to effect a Revolving Credit Borrowing, the Borrower or the applicable Subsidiary Borrower shall hand deliver or telecopy to the Administrative Agent a Borrowing notice substantially in the form of Exhibit E-1 (a) in the case of a Borrowing of LIBOR Revolving Credit Loans, not later than 2:00 p.m., New York City time, (i) four Working Days before a proposed Borrowing denominated in any Available Foreign Currency and (ii) three Working Days before a proposed Borrowing denominated in Dollars, and (b) in the case of an ABR Borrowing or an FFR Borrowing, not later than 2:00 p.m., New York City time, on the day of a proposed Borrowing. No Fixed Rate Loan or LIBOR Competitive Loan shall be requested or made pursuant to a Revolving Credit Borrowing Request. Such notice shall be irrevocable and shall in each case specify (A) whether the Borrowing then being requested is to be a Borrowing of LIBOR Revolving Credit Loans, an ABR Borrowing or an FFR Borrowing, (B) the date of such Revolving Credit Borrowing (which shall be a Working Day) and the amount thereof and (C) if such Borrowing is to be a Borrowing of LIBOR Revolving Credit Loans, the Interest Period and Currency with respect thereto. If no election as to the Interest Rate Type of a Revolving Credit Borrowing is specified in any such notice, then the requested Revolving Credit Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Revolving Credit Loans is specified in any such notice, then the Borrower or such Subsidiary Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no Currency with respect to any Borrowing of LIBOR Revolving Credit Loans is specified in any such notice, then the Borrower or such Subsidiary Borrower shall be deemed to have selected Dollars. If the Borrower or the applicable Subsidiary Borrower shall not have given notice in accordance with this Section 2.5 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower or such Subsidiary Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Revolving Lenders of any notice given pursuant to this Section 2.5 and of each such Lender’s portion of the requested Revolving Credit Borrowing.

     SECTION 2.6.    Canadian Revolving Borrowing Procedure .

          In order to request a Canadian Revolving Loan, the Canadian Subsidiary Borrower shall hand deliver or telecopy to the Canadian Revolving Lender a Borrowing notice substantially in the form of Exhibit E-2 (a) in the case of a LIBOR Loan, not later than 2:00 p.m., Toronto time, three Working Days before a proposed Loan, (b) in the case of a Canadian B/A, not later than 2:00 p.m., Toronto time, two Working Days before a proposed Loan, and (c) in the case of a Canadian Prime Rate Loan or Canadian ABR Loan, not later than 2:00 p.m., Toronto time, on the day of a proposed Loan. No Fixed Rate Loan or LIBOR Competitive Loan shall be requested or made pursuant to a Canadian Revolving Borrowing Request. Such notice shall be irrevocable and shall in each case specify (A) whether the Loan then being requested is to be a Canadian B/A, a Canadian Prime Rate Loan, a Canadian ABR Loan or a LIBOR Loan, (B) the date of such Loan (which shall be a Working Day) and the amount thereof, (C) the Currency with respect thereto, (D) if such Loan is to be a Canadian B/A, the Contract Period with respect thereto and (E) if such Loan is to be a LIBOR Loan, the Interest Period with respect thereto. If no election as to the Interest Rate Type is specified in any such notice for Loans denominated in Canadian Dollars, then the requested Loan shall be a Canadian Prime Rate Loan. If no election as to the Interest Rate Type is specified in any such notice for Loans denominated in Dollars, then the requested Loan shall be a Canadian ABR Loan. If no Contract Period with respect to any Canadian B/A is specified in any such notice, then the Canadian Subsidiary Borrower shall be deemed to have selected a Contract Period of

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one month’s duration. If no Interest Period with respect to any LIBOR Loan is specified in any such notice, then the Canadian Subsidiary Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no Currency with respect to any Canadian Revolving Loan is specified in any such notice, then the Canadian Subsidiary Borrower shall be deemed to have selected Canadian Dollars. If the Canadian Subsidiary Borrower shall not have given notice in accordance with this Section 2.6 of its election to refinance a Canadian Revolving Loan prior to the end of the Contract Period or Interest Period, as the case may be, in effect for such Loan, then the Canadian Subsidiary Borrower shall (unless such Loan is repaid at the end of such Contract Period or Interest Period) be deemed to have given notice of an election to refinance such Borrowing with a Canadian Prime Rate Loan, in the case of a Canadian Dollar-denominated Loan, or Canadian ABR Loan, in the case of a Dollar-denominated Loan. The Canadian Revolving Lender shall promptly advise the Administrative Agent of any notice given pursuant to this Section 2.6.

     SECTION 2.7.    Refinancings .

          The Borrower and any Subsidiary Borrower may refinance all or any part of any Borrowing made by it with a Borrowing of the same or a different Interest Rate Type made pursuant to Section 2.4 or pursuant to a notice under Section 2.5 or 2.6, subject to the conditions and limitations set forth herein and elsewhere in this Agreement, including refinancings of Competitive Borrowings with Revolving Credit Borrowings in Dollars and Revolving Credit Borrowings in Dollars with Competitive Borrowings; provided that at any time after the occurrence, and during the continuation, of a Default or an Event of Default, (a) a Revolving Credit Borrowing of Dollars or portion thereof may only be refinanced with an ABR Borrowing, (b) a Revolving Credit Borrowing of any Available Foreign Currency shall be repaid in full at the end of the Interest Period in effect for such Borrower, (c) a Canadian B/A may only be refinanced with a Canadian Prime Rate Loan and (d) a LIBOR Canadian Revolving Loan may only be refinanced with a Canadian ABR Loan. Any Borrowing or part thereof so refinanced shall be deemed to be repaid in accordance with Section 2.9 with the proceeds of a new Borrowing or Canadian Revolving Loan, as the case may be, hereunder and the proceeds of the new Borrowing or Canadian Revolving Loan, as the case may be, to the extent they do not exceed the principal amount of the Borrowing or Loan being refinanced, shall not be paid by the applicable Lenders to the Administrative Agent or by the Administrative Agent or the Canadian Revolving Lender, as the case may be, to the Borrower or the applicable Subsidiary Borrower pursuant to Section 2.2(c); provided that (A) if the principal amount extended by a Lender in a refinancing of a Revolving Credit Borrowing is greater than the principal amount extended by such Lender in the Revolving Credit Borrowing being refinanced, then such Lender shall pay such difference to the Administrative Agent for distribution to the Lenders described in clause (B) below, (B) if the principal amount extended by a Lender in the Revolving Credit Borrowing being refinanced is greater than the principal amount being extended by such Lender in the refinancing, the Administrative Agent shall return the difference to such Lender out of amounts received pursuant to clause (A) above, and (C) to the extent any Lender fails to pay the Administrative Agent amounts due from it pursuant to clause (A) above, any Loan or portion thereof being refinanced with such amounts shall not be deemed repaid in accordance with Section 2.9 and, to the extent of such failure, the Borrower or the applicable Subsidiary Borrower shall pay such amount to the Administrative Agent as required by Section 2.11; and (D) to the extent the Borrower or the applicable Subsidiary Borrower fails to pay to the Administrative Agent any amounts due in accordance with Section 2.9 as a result of the failure of a Lender to pay the Administrative Agent any amounts due as described in clause (C) above, the portion of any refinanced Loan deemed not repaid shall be deemed to be outstanding solely to the Lender which has failed to pay the Administrative Agent amounts due from it pursuant to clause (A) above to the full extent of such Lender’s portion of such Loan.

     SECTION 2.8.    Fees .

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          (a) The Borrower agrees to pay to each Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31, and on the date on which the Commitment of such Lender shall be terminated as provided herein, a facility fee (a " Facility Fee ") at the rate per annum from time to time in effect in accordance with Section 2.23, on the amount of the Commitment of such Lender, whether used or unused, during the preceding quarter (or shorter period commencing with the Closing Date, or ending with the Termination Date or any date on which the Commitment of such Lender shall be terminated). All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the Closing Date, shall be payable in arrears and shall cease to accrue on the earlier of the Termination Date and the termination of the Commitment of such Lender as provided herein; provided , that if any Lender continues to have any outstanding Loans after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily aggregate principal amount of such Lender’s Loans for each day from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any outstanding Loans.

          (b) The Borrower agrees to pay to each Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31, and on the date on which the Commitment of such Lender shall be terminated as provided herein, a utilization fee (a " Utilization Fee ") at a rate per annum equal to the Utilization Fee Percentage for each Excess Utilization Day, which fee shall accrue on the daily amount of the Commitment of such Lender (whether used or unused) for each Excess Utilization Day during the period from and including the Closing Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any outstanding Loans after its Commitment terminates, then such Utilization Fee shall continue to accrue on the daily aggregate principal amount of such Lender’s Loans for each Excess Utilization Day from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any outstanding Loans. All Utilization Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days and shall be payable in arrears.

          (c) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

          (d) All fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the fees shall be refundable under any circumstances.

     SECTION 2.9.    Repayment of Loans; Evidence of Debt .

          (a) The Borrower and each Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent, for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Credit Loan made to it on the Termination Date. The Borrower and each Subsidiary Borrower hereby further agrees to pay to the Administrative Agent, for the account of each Revolving Lender, interest on the unpaid principal amount of the Revolving Credit Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.10.

          (b) The Borrower and each Subsidiary Borrower unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to it, on the last day of the Interest Period applicable to such Competitive Loan, the principal amount of such Competitive Loan. The Borrower and each Subsidiary Borrower further unconditionally promises to pay to the Administrative Agent, for the account of each Lender that makes a Competitive Loan to it, interest on

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each such Competitive Loan made to it for the period from and including the date of Borrowing of such Competitive Loan on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and payable as specified in, Section 2.10.

          (c) The Canadian Subsidiary Borrower unconditionally promises to pay to the Canadian Revolving Lender the then unpaid principal amount of each Canadian Revolving Loan made to it on the Termination Date. The Canadian Subsidiary Borrower hereby further agrees to pay to the Canadian Revolving Lender interest on the unpaid principal amount of the Canadian Revolving Loans made to it from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.10.

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

          (e) The Administrative Agent shall maintain the Register pursuant to Section 10.3(e), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder, the Interest Rate Type thereof and each Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower or Subsidiary Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Borrower and each Lender’s share thereof.

          (f) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.9(d) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower or Subsidiary Borrower therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower or any Subsidiary Borrower to repay (with applicable interest) the Loans made to the Borrower or such Subsidiary Borrower by such Lender in accordance with the terms of this Agreement.

     SECTION 2.10.    Interest on Loans .

          (a) Subject to the provisions of Section 2.11, the Loans comprising each LIBOR Borrowing shall bear interest at a rate per annum equal to (i) in the case of each LIBOR Canadian Revolving Loan or LIBOR Revolving Credit Loan, LIBOR for the Interest Period in effect for such Borrowing plus the applicable LIBOR Spread from time to time in effect and (ii) in the case of each LIBOR Competitive Loan, LIBOR for the Interest Period in effect for such Borrowing plus or minus the Margin offered by the Lender making such Loan and accepted by the Borrower or the applicable Subsidiary Borrower pursuant to Section 2.4.

          (b) Subject to the provisions of Section 2.11, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be when determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate.

          (c) Subject to the provisions of Section 2.11, the Loans comprising each FFR Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal to the Federal Funds Rate plus the applicable FFR Spread from time to time in effect.

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          (d) Subject to the provisions of Section 2.11, each Canadian Prime Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal to the Canadian Prime Rate.

          (e) Subject to the provisions of Section 2.11, each Canadian ABR Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal to the Canadian Alternate Base Rate.

          (f) Subject to the provisions of Section 2.11, each Canadian B/A shall be subject to an Acceptance Fee (computed on a per annum basis the basis on the actual number of days elapsed over a year of 360 days) in accordance with the provisions of Section 2.26.

          (g) Subject to the provisions of Section 2.11, each Fixed Rate Loan shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the fixed rate of interest offered by the Lender making such Loan and accepted by the Borrower or the applicable Subsidiary Borrower pursuant to Section 2.4.

          (h) Interest on each Loan (other than Canadian B/As) shall be payable in arrears on each Interest Payment Date applicable to such Loan. The LIBOR, Federal Funds Rate, Alternate Base Rate, Canadian Prime Rate or Canadian Alternate Base Rate for each Interest Period or day within an Interest Period shall be determined by the Administrative Agent and such determination shall be conclusive absent manifest error. The Acceptance Fee and Discount Rate applicable to Canadian B/As shall be determined by the Canadian Revolving Lender and such determination shall be conclusive absent manifest error.

          (i) For the purposes of disclosure under the Interest Act (Canada) and for this Agreement, whenever interest to be paid hereunder is to be calculated on the basis of 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other number of days in such period, as the case may be.

     SECTION 2.11.    Interest on Overdue Amounts .

          If the Borrower or any Subsidiary Borrower shall default in the payment of the principal of, or interest on, any Loan or any other amount becoming due hereunder, the Borrower or such Subsidiary Borrower shall on demand from time to time pay interest, to the extent permitted by Applicable Law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable, in the case of amounts bearing interest determined by reference to the Prime Rate or the Canadian Prime Rate and a year of 360 days in all other cases, equal to (a) in the case of the remainder of the then current Interest Period for any LIBOR Loan, Fixed Rate Loan, the rate applicable to such Loan under Section 2.10 plus 2% per annum and (b) in the case of any ABR Loan, FFR Loan, Canadian B/A, Canadian Prime Rate Loan or Canadian ABR Loan, the rate applicable to such Loan under Section 2.10 plus 2% per annum.

     SECTION 2.12.    Alternate Rate of Interest .

          In the event the Administrative Agent shall have determined that deposits in Dollars or the applicable Available Foreign Currency in the amount of the requested principal amount of any LIBOR Loan are not generally available in the London Interbank Market (or such other interbank eurocurrency

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market where the foreign currency and exchange operations in respect of Dollars or such applicable Available Foreign Currency, as the case may be, are then being conducted for delivery on the first day of such Interest Period), or, in the case of LIBOR Loans, that the rate at which such deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its portion of such LIBOR Loans during such Interest Period, or that reasonable means do not exist for ascertaining LIBOR, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopier notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have determined that circumstances giving rise to such notice no longer exist, (a) any request by the Borrower or any Subsidiary Borrower for a LIBOR Competitive Borrowing pursuant to Section 2.4 shall be of no force and effect and shall be denied by the Administrative Agent and (b) any request by the Borrower or any Subsidiary Borrower for a LIBOR Borrowing pursuant to Section 2.5 shall be deemed to be a request for an ABR Loan. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

     SECTION 2.13.    Termination and Reduction of Commitments; Increase of Revolving Commitments; Reallocation of Commitments .

          (a) The Commitments of all of the Lenders shall be automatically terminated on the Termination Date.

          (b) Subject to Sections 2.14(b) and (c), upon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent (which shall promptly notify each Lender), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment or the Canadian Revolving Commitment, or both; provided that (i) each partial reduction shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $10,000,000 and (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce (A) the Total Revolving Commitment to an amount less than the sum of the aggregate outstanding principal Dollar Equivalent Amount of the Loans (other than Canadian Revolving Loans) plus the then current Revolving L/C Exposure or (B) the Canadian Revolving Commitment to an amount less than the sum of the aggregate outstanding principal Dollar Equivalent Amount of the Canadian Revolving Loans plus the then current Canadian L/C Exposure.

          (c) Each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees and the Utilization Fees on the amount of the Revolving Commitments so terminated or reduced accrued to the date of such termination or reduction.

          (d) In the event that the Borrower wishes to increase the Total Revolving Commitment at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the " Offered Increase Amount ") of such proposed increase (such notice, a " Revolving Commitment Increase Notice "), and the Administrative Agent shall notify each Revolving Lender of such proposed increase and provide such additional information regarding such proposed increase as any Revolving Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Revolving Issuing Lenders (which consents shall not be unreasonably withheld), (i) offer one or more of the Revolving Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Revolving Commitment Increase Notice shall specify which Revolving Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Commitment increase.

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The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer.

          (e) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.13(d)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such bank, financial institution or other entity (herein called a " New Lender ") shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000.

          (f) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.13(d)(i) shall, in each case, execute a Revolving Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 1.1A shall be deemed to be amended to so increase the Revolving Commitment of such Lender.

          (g) The Borrower and the Canadian Subsidiary Borrower may, from time to time, but not more than once per calendar quarter, from and after the Closing Date until the earlier of the Termination Date and the termination of the Canadian Revolving Commitment, upon giving an irrevocable joint written notice (each, a " Reallocation Notice ") to the Canadian Revolving Lender and the Administrative Agent at least ten Working Days prior to the beginning of the next following calendar quarter, temporarily reduce, in whole or in part, or increase, the Canadian Revolving Commitment. Any reductions or increases in the Canadian Revolving Commitment shall take effect on the first day of the next following calendar quarter. Each reduction or increase in the Canadian Revolving Commitment shall result in an automatic corresponding increase or reduction in the Canadian Revolving Lender’s Revolving Commitment; provided that the amount of the Canadian Revolving Commitment shall not, at any time, (i) be reduced to an amount that is less than the sum of (A) the outstanding aggregate principal Dollar Equivalent Amount of all Canadian Revolving Loans plus (B) the then current Canadian L/C Exposure or (ii) exceed $80,000,000.

          (h) The ability of the Borrower and the Canadian Subsidiary Borrower to reallocate the Revolving Commitments and the Canadian Revolving Commitment in accordance with this Section 2.13 shall be subject to (i) the prior written consent of the Canadian Revolving Lender to each such reallocation, (ii) the representations and warranties set forth in (A) Article 3 (other than those set forth in Section 3.5), in the case of the Borrower and (B) Sections 3.1, 3.2 and 3.3 as to the Canadian Subsidiary Borrower, in the case of the Canadian Subsidiary Borrower, being true and correct in all material respects on and as of the date of such reallocation with the same effect as though made on and as of such date and (iii) at the time of and immediately following such reduction or increase, no Event of Default or Default shall have occurred and be continuing. Each Reallocation Notice shall specify the amount (expressed in Dollars) of any reduction or increase in the Canadian Revolving Commitment and the corresponding increase or reduction in the Revolving Credit Commitments. Each reallocation requested under this Section 2.13 shall be in a minimum aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, (x) the remaining amount of the Canadian Revolving Commitment then in effect or (y) an amount which would result in the Canadian Revolving Commitment exceeding $80,000,000).

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          (i) Notwithstanding anything to the contrary in this Section 2.13, (i) in no event shall any transaction effected pursuant to this Section 2.13 cause the Total Revolving Commitment to exceed $1,500,000,000 and (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

     SECTION 2.14.    Prepayment of Loans .

          (a) Prior to the Termination Date, the Borrower or any applicable Subsidiary Borrower shall have the right at any time, and from time to time, to prepay any Revolving Credit Borrowing or Canadian Revolving Loan, in whole or in part (other than in the case of a Canadian B/A), subject to the requirements of Section 2.18 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent (which shall promptly notify each Revolving Lender) (or to the Canadian Revolving Lender, in the case of any prepayment of Canadian Revolving Loans) before 2:00 p.m. Local Time of at least one Business Day in the case of an ABR Loan, FFR Loan, Canadian Prime Rate Loan or Canadian ABR Loan, and of at least three Working Days in the case of a LIBOR Loan; provided that each such partial prepayment shall be in a minimum aggregate principal Dollar Equivalent Amount of (i) $1,000,000 or a whole multiple in excess thereof, in the case of Revolving Credit Loans and (ii) $500,000 or a whole multiple in excess thereof, in the case of Canadian Revolving Loans. Neither the Borrower, nor any Subsidiary Borrower shall have the right to prepay any Competitive Borrowing without the consent of the relevant Lender. Any prepayment of a Canadian B/A shall be for the full face amount thereof, which prepayment shall be made in full satisfaction of the Canadian Subsidiary Borrower’s reimbursement obligation in respect of such Canadian B/A.

          (b) On any date when the sum of the Dollar Equivalent Amount of the aggregate outstanding Loans (other than Canadian Revolving Loans) (after giving effect to any Borrowings effected on such date) plus the then current Revolving L/C Exposure exceeds the Total Revolving Commitment, the Borrower and/or any applicable Subsidiary Borrower shall make a mandatory prepayment of the Loans in such amount as may be necessary so that the Dollar Equivalent Amount of the aggregate amount of outstanding Loans (other than Canadian Revolving Loans) plus the then current Revolving L/C Exposure after giving effect to such prepayment does not exceed the Total Revolving Commitment then in effect. Any prepayments required by this paragraph shall be applied first to outstanding ABR Loans and second to FFR Loans, in each case, up to the full amount thereof before they are applied to outstanding LIBOR Loans.

          (c) On any date when the sum of the Dollar Equivalent Amount of the aggregate outstanding Canadian Revolving Loans (after giving effect to any Loans effected on such date) plus the then current Canadian L/C Exposure exceeds the Canadian Revolving Commitment, the Canadian Subsidiary Borrower shall make a mandatory prepayment of the Loans in such amount as may be necessary so that the Dollar Equivalent Amount of the aggregate amount of outstanding Canadian Revolving Loans plus the then current Canadian L/C Exposure after giving effect to such prepayment does not exceed the Canadian Revolving Commitment then in effect. Any prepayments required by this paragraph shall be applied first to outstanding Canadian Prime Rate Loans and second to outstanding Canadian ABR Loans, up to the full amount thereof before they are applied to outstanding Canadian B/As and LIBOR Loans; provided that, in lieu of applying prepaid amounts to outstanding Canadian B/As, the Canadian Subsidiary Borrower may deposit cash or Cash Equivalents in a Canadian Cash Collateral Account in an amount equal to the amount by which the principal Dollar Equivalent Amount of any outstanding Canadian B/As exceeds the Canadian Revolving Commitment then in effect after giving effect to such other prepayments.

          (d) On any date the Borrower shall cease to own, directly or through wholly-owned Subsidiaries, all of the capital stock of any Subsidiary Borrower, free and clear of any direct or indirect

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Liens, such Subsidiary Borrower shall (i) make a mandatory prepayment of all outstanding Loans made to it and (ii) deposit cash in a Cash Collateral Account in an amount equal at all times to the full amount of the Revolving L/C Exposure from Revolving Letters of Credit issued for its account or Canadian L/C Exposure from Canadian Letters of Credit issued for its account.

          (e) Each notice of prepayment pursuant to this Section 2.14 shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of each Borrowing to be prepaid, shall be irrevocable and shall commit the Borrower or the applicable Subsidiary Borrower to prepay such Borrowing(s) by the amount stated therein. All prepayments under this Section 2.14 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment and any amounts due pursuant to Section 2.18.

     SECTION 2.15.    Eurocurrency Reserve Costs .

          The Borrower and any applicable Subsidiary Borrower shall pay to the Administrative Agent for the account of each Lender (or to the Canadian Revolving Lender, in the case of LIBOR Canadian Revolving Loans), so long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of, or including, Eurocurrency Liabilities (as defined in Regulation D of the Board) (or, at any time when such Lender may be required by the Board or by any other Governmental Authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which LIBOR is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any such LIBOR Loans), additional interest on the unpaid principal amount of each LIBOR Loan made to the Borrower or such Subsidiary Borrower by such Lender, from the date of such Loan until such Loan is paid in full, at an interest rate per annum equal at all times during the Interest Period for such Loan to the remainder obtained by subtracting (i) LIBOR for such Interest Period from (ii) the rate obtained by multiplying LIBOR as referred to in clause (i) above by the Statutory Reserves of such Lender for such Interest Period. Such additional interest shall be determined by such Lender and notified to the Borrower (with a copy to the Administrative Agent) not later than five Business Days before the next Interest Payment Date for such Loan, and such additional interest so notified to the Borrower or the applicable Subsidiary Borrower by any Lender shall be payable to the Administrative Agent for the account of such Lender (or to the Canadian Revolving Lender, in the case of LIBOR Canadian Revolving Loans) on each Interest Payment Date for such Loan.

     SECTION 2.16.    Reserve Requirements; Change in Circumstances .

          (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in Applicable Law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall subject any Lender to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any Loan, or shall change the basis of taxation of payments to any Lender of the principal of or interest on any Loan made by such Lender or any other fees or amounts payable hereunder (other than (x) taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or its applicable Lending Office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Lender to comply with any certification, information, documentation or other reporting requirement), (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, or (iii) shall impose on any

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Lender or eurocurrency market any other condition affecting this Agreement or any Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrower or the applicable Subsidiary Borrower shall pay such additional amount or amounts as will compensate such Lender for such increase or reduction to such Lender upon demand by such Lender.

          (b) If, after the date of this Agreement, any Lender shall have determined in good faith that the adoption after the date hereof of or any change after the date hereof in any applicable law, rule, regulation or guideline regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any Lending Office of such Lender) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of its Obligations hereunder to a level below that which such Lender (or its holding company) could have achieved but