Credit Agreement, dated as of July 18, 2006


     

    Exhibit
      10.1


    


    
      

      

    

    $2,200,000,000

    


    364-DAY
      CREDIT AGREEMENT

    


    Dated
      as
      of July 18, 2006

    


    among

    


    TRAVELPORT
      INC.,

    as
      Borrower,

    


    GALILEO
      INTERNATIONAL TECHNOLOGY, LLC,

    as
      a
      Subsidiary Borrower,

    


    THE
      LENDERS REFERRED TO HEREIN,

    


    JPMORGAN
      CHASE BANK, N.A.,

    as
      Administrative Agent,

    


    and

    


    BANK
      OF
      AMERICA, N.A.

    and

    CITICORP
      NORTH AMERICA, INC.,

    as
      Syndication Agents,

    


    


    J.P.
      MORGAN SECURITIES INC., 

    BANC
      OF
      AMERICA SECURITIES LLC 

    and

    CITIGROUP
      GLOBAL MARKETS INC.,

    as
      Joint
      Lead Arrangers and Joint Bookrunners

    


    
      

      

    

     



    TABLE
      OF CONTENTS

     

    
      	 	 	 	
              Page

            	 
	
              1.

            	
              DEFINITIONS

            	 	
              1

            	 
	
              2.

            	
              THE
                LOANS

            	 	
              19

            	 
	 	
              SECTION
                2.1. Commitments

            	 	
              19

            	 
	 	
              SECTION
                2.2. Loans

            	 	
              19

            	 
	 	
              SECTION
                2.3.
                Term Loan Borrowing Procedure

            	 	
              20

            	 
	 	
              SECTION
                2.4.
                Revolving Credit Borrowing Procedure

            	 	
              20

            	 
	 	
              SECTION
                2.5.
                Use of Proceeds

            	 	
              21

            	 
	 	
              SECTION
                2.6.
                Swingline Commitment

            	 	
              21

            	 
	 	
              SECTION
                2.7.
                Procedure for Swingline Borrowing; Refunding of Swingline
                Loans

            	 	
              22

            	 
	 	
              SECTION
                2.8.
                [Reserved]

            	 	
              23

            	 
	 	
              SECTION
                2.9.
                [Reserved]

            	 	
              23

            	 
	 	
              SECTION
                2.10.
                Refinancings

            	 	
              23

            	 
	 	
              SECTION
                2.11.
                Fees 

            	 	
              24

            	 
	 	
              SECTION
                2.12.
                Repayment of Loans; Evidence of Debt

            	 	
              24

            	 
	 	
              SECTION
                2.13.
                Interest on Loans

            	 	
              25

            	 
	 	
              SECTION
                2.14.
                Interest on Overdue Amounts

            	 	
              25

            	 
	 	
              SECTION
                2.15.
                Alternate Rate of Interest

            	 	
              25

            	 
	 	
              SECTION
                2.16.
                Termination and Reduction of Revolving Commitments; Increase of Revolving
                Commitments

            	 	
              26

            	 
	 	
              SECTION
                2.17.
                Prepayment of Loans

            	 	
              27

            	 
	 	
              SECTION
                2.18.
                Eurocurrency Reserve Costs

            	 	
              28

            	 
	 	
              SECTION
                2.19.
                Reserve Requirements; Change in Circumstances

            	 	
              28

            	 
	 	
              SECTION
                2.20.
                Change in Legality

            	 	
              30

            	 
	 	
              SECTION
                2.21.
                Reimbursement of Lenders

            	 	
              30

            	 
	 	
              SECTION
                2.22.
                Pro Rata Treatment

            	 	
              31

            	 
	 	
              SECTION
                2.23.
                Right of Setoff

            	 	
              32

            	 
	 	
              SECTION
                2.24.
                Manner of Payments

            	 	
              32

            	 
	 	
              SECTION
                2.25.
                Taxes

            	 	
              32

            	 
	 	
              SECTION
                2.26.
                [Reserved]

            	 	
              34

            	 
	 	
              SECTION
                2.27.
                Prepayments Required Due to Currency Fluctuation

            	 	
              34

            	 
	 	
              SECTION
                2.28.
                Letters of Credit

            	 	
              34

            	 
	 	
              SECTION
                2.29.
                New Local Facilities

            	 	
              40

            	 
	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF BORROWER

            	 	 	 
	 	
              SECTION
                3.1.
                Corporate Existence and Power

            	 	
              40

            	 
	 	
              SECTION
                3.2.
                Corporate Authority, No Violation and Compliance with Law

            	 	
              41

            	 
	 	
              SECTION
                3.3.
                Governmental and Other Approval and Consents

            	 	
              41

            	 
	 	
              SECTION
                3.4.
                Financial Statements of Borrower

            	 	
              41

            	 
	 	
              SECTION
                3.5.
                No
                Change

            	 	
              42

            	 
	 	
              SECTION
                3.6.
                Copyrights, Patents and Other Rights

            	 	
              42

            	 
	 	
              SECTION
                3.7.
                Title to Properties

            	 	
              42

            	 
	 	
              SECTION
                3.8.
                Litigation

            	 	
              42

            	 
	 	
              SECTION
                3.9.
                Federal Reserve Regulations

            	 	
              42

            	 
	 	
              SECTION
                3.10.
                Investment Company Act

            	 	
              43

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              SECTION
                3.11.
                Enforceability

            	 	
              43

            	 
	 	
              SECTION
                3.12.
                Taxes

            	 	
              43

            	 
	 	
              SECTION
                3.13.
                Compliance with ERISA

            	 	
              43

            	 
	 	
              SECTION
                3.14.
                Disclosure

            	 	
              43

            	 
	 	
              SECTION
                3.15.
                Environmental Liabilities

            	 	
              44

            	 
	
              4.

            	
              CONDITIONS
                OF LENDING

            	 	
              44

            	 
	 	
              SECTION
                4.1.
                Conditions Precedent to Effectiveness

            	 	
              44

            	 
	 	
              SECTION
                4.2.
                Conditions Precedent to Each Extension of Credit

            	 	
              45

            	 
	
              5.

            	
              AFFIRMATIVE
                COVENANTS

            	 	 	 
	 	
              SECTION
                5.1.
                Financial Statements, Reports, etc.

            	 	
              46

            	 
	 	
              SECTION
                5.2.
                Corporate Existence; Compliance with Statutes

            	 	
              47

            	 
	 	
              SECTION
                5.3.
                Insurance

            	 	
              47

            	 
	 	
              SECTION
                5.4.
                Taxes and Charges

            	 	
              48

            	 
	 	
              SECTION
                5.5.
                ERISA Compliance and Reports

            	 	
              48

            	 
	 	
              SECTION
                5.6.
                Maintenance of and Access to Books and Records;
                Examinations

            	 	
              48

            	 
	 	
              SECTION
                5.7.
                Maintenance of Properties

            	 	
              49

            	 
	 	
              SECTION
                5.8.
                Changes in Character of Business

            	 	
              49

            	 
	
              6.

            	
              NEGATIVE
                COVENANTS

            	 	
              49

            	 
	 	
              SECTION
                6.1.
                Limitation on Indebtedness

            	 	
              49

            	 
	 	
              SECTION
                6.2.
                Consolidation, Merger, Sale of Assets

            	 	
              50

            	 
	 	
              SECTION
                6.3.
                Limitations on Liens

            	 	
              50

            	 
	 	
              SECTION
                6.4.
                Sale and Leaseback

            	 	
              51

            	 
	 	
              SECTION
                6.5.
                Consolidated Leverage Ratio

            	 	
              52

            	 
	 	
              SECTION
                6.6.
                Consolidated Interest Coverage Ratio

            	 	
              52

            	 
	 	
              SECTION
                6.7.
                Accounting Practices

            	 	
              52

            	 
	
              7.

            	
              EVENTS
                OF DEFAULT

            	 	
              52

            	 
	
              8.

            	
              THE
                ADMINISTRATIVE AGENT AND EACH ISSUING LENDER

            	 	
              54

            	 
	 	
              SECTION
                8.1.
                Administration by Administrative Agent

            	 	
              54

            	 
	 	
              SECTION
                8.2.
                Advances and Payments

            	 	
              55

            	 
	 	
              SECTION
                8.3.
                Sharing of Setoffs and Cash Collateral

            	 	
              55

            	 
	 	
              SECTION
                8.4.
                Notice to the Lenders

            	 	
              56

            	 
	 	
              SECTION
                8.5.
                Liability of Administrative Agent and each Issuing Lender

            	 	
              56

            	 
	 	
              SECTION
                8.6.
                Reimbursement and Indemnification

            	 	
              57

            	 
	 	
              SECTION
                8.7.
                Rights of Administrative Agent

            	 	
              57

            	 
	 	
              SECTION
                8.8.
                Independent Investigation by Lenders

            	 	
              57

            	 
	 	
              SECTION
                8.9.
                Notice of Transfer

            	 	
              58

            	 
	 	
              SECTION
                8.10.
                Successor Administrative Agent

            	 	
              58

            	 
	 	
              SECTION
                8.11.
                Resignation of an Issuing Lender

            	 	 	 
	 	
              SECTION
                8.12.
                Agents Generally

            	 	
              58

            	 
	
              9.

            	
              GUARANTY
                OF SUBSIDIARY BORROWER OBLIGATIONS

            	 	
              59

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              SECTION
                9.1. Guaranty

            	 	 59	
               

            
	 	
              SECTION
                9.2. No Subrogation

            	 	 59	
               

            
	 	
              SECTION
                9.3. Amendments, etc. with respect to the Obligations; Waiver of
                Rights

            	 	 60	
               

            
	 	
              SECTION
                9.4. Guaranty Absolute and Unconditional

            	 	 60	
               

            
	 	
              SECTION
                9.5. Reinstatement

            	 	 61	
               

            
	
              10.

            	
              MISCELLANEOUS

            	 	 61	
               

            
	 	
              SECTION
                10.1. Notices

            	 	 61	
               

            
	 	
              SECTION
                10.2. Survival of Agreement, Representations and Warranties,
                etc

            	 	 62	
               

            
	 	
              SECTION
                10.3. Successors and Assigns; Syndications; Loan Sales;
                Participations

            	 	 62	
               

            
	 	
              SECTION
                10.4. Expenses

            	 	 66	
               

            
	 	
              SECTION
                10.5. Indemnity

            	 	 66	
               

            
	 	
              SECTION
                10.6. CHOICE OF LAW

            	 	 66	
               

            
	 	
              SECTION
                10.7. No Waiver

            	 	 67	
               

            
	 	
              SECTION
                10.8. Extension of Maturity

            	 	 67	
               

            
	 	
              SECTION
                10.9. Amendments, etc.

            	 	 67	
               

            
	 	
              SECTION
                10.10. Severability

            	 	 68	
               

            
	 	
              SECTION
                10.11. SERVICE OF PROCESS; WAIVER OF JURY TRIAL

            	 	 68	
               

            
	 	
              SECTION
                10.12. Headings

            	 	 70	
               

            
	 	
              SECTION
                10.13. Execution in Counterparts

            	 	 70	
               

            
	 	
              SECTION
                10.14. Entire Agreement

            	 	 70	
               

            
	 	
              SECTION
                10.15. Confidentiality

            	 	 70	
               

            
	 	
              SECTION
                10.16. USA PATRIOT Act

            	 	 71	
               

            
	 	
              SECTION
                10.17. Replacement of Lenders

            	 	 71	
               

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              SCHEDULES

            	 	 	 	 
	
              2.1

            	
              Commitments

            	 	 	 
	
              2.28

            	
              Existing
                Letters of Credit

            	 	 	 
	
              3.7

            	
              Transferred
                Properties

            	 	 	 
	 	 	 	 	 
	
              EXHIBITS

            	 	 	 	 
	
              A

            	
              Form
                of Cendant Guaranty

            	 	 	 
	
              B

            	
              Form
                of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

            	 	 	 
	
              C

            	
              Form
                of Assignment and Acceptance

            	 	 	 
	
              D

            	
              Form
                of Compliance Certificate

            	 	 	 
	
              E-1

            	
              Form
                of Term Loan Borrowing Request

            	 	 	 
	
              E-2

            	
              Form
                of Revolving Credit Borrowing Request

            	 	 	 
	
              F

            	
              Form
                of Joinder Agreement

            	 	 	 
	
              G

            	
              Form
                of New Lender Supplement

            	 	 	 
	
              H

            	
              Form
                of Commitment Increase Supplement

            	 	 	 


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    364-DAY
      CREDIT AGREEMENT (the “Agreement”)
      dated
      as of July 18, 2006, among TRAVELPORT INC., a Delaware corporation (the
“Borrower”),
      GALILEO INTERNATIONAL TECHNOLOGY, LLC, a Delaware limited liability company,
      as
      a subsidiary borrower (“Galileo”),
      the
      lenders referred to herein (the “Lenders”),
      BANK
      OF AMERICA, N.A. and CITICORP NORTH AMERICA, INC., as syndication agents (the
      “Syndication
      Agents”),
      and
      JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative
      Agent”;
      together with the Syndication Agents, the “Agents”)
      for
      the Lenders.

     

    The
      parties hereto hereby agree as follows:

     

    
      	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:

     

    “Act”
shall
      have the meaning assigned to such term in Section 10.16.

     

    “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 Section 2.

     

    “Affiliate”
shall
      mean as to any Person, any other 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
      direction of the management and policies of such controlled Person whether
      by
      contract or otherwise (it being understood that, upon the consummation of the
      Spin-Off, Cendant, Avis Budget Holdings, LLC, Realogy Corporation, Wyndham
      Worldwide Corporation, their respective Subsidiaries and any successors to
      such
      entities shall not be Affiliates of the Borrower).

     

    “Aggregate
      Exposure”
shall
      mean, with respect to any Lender at any time, an amount equal to (a) until
      the
      Term Loan Funding Date, the aggregate amount of such Lender’s Commitments at
      such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal
      amount of such Lender’s Term Loans and (ii) the amount of such Lender’s
      Revolving Commitment then in effect or, if the Revolving Commitments have been
      terminated, the amount of such Lender’s Revolving Extensions of Credit then
      outstanding.

     

    “Aggregate
      Exposure Percentage”
shall
      mean, with respect to any Lender at any time, the ratio (expressed as a
      percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate
      Exposure of all Lenders at such time.

     

    “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 greatest of
      (a)
      the Prime Rate in effect for such day and (b) the Federal Funds Effective Rate
      in effect for such day plus1⁄2
of
      1%.
      For purposes hereof, “Prime
      Rate”
shall
      mean the rate per annum publicly announced by the Administrative Agent from
      time
      to time as its prime rate in effect at its principal office in 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 publicly announced as effective. “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 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) until the circumstances giving rise
      to such inability no longer exist. Any change in the Alternate Base 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.

     

    “Applicable
      Law”
shall
      mean, with respect to any Person, all provisions of statutes, rules, regulations
      and orders of governmental bodies or regulatory agencies applicable to such
      Person, and all binding orders and decrees of all courts and arbitrators in
      proceedings or actions in which the Person in question is a party or is
      subject.

     

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

     

    “Australian
      Dollars”
or
      “A$”
shall
      mean lawful money of Australia.

     

    “Available
      Revolving Commitment”:
      shall
      mean, as to any Revolving Lender at any time, an amount equal to the excess,
      if
      any, of (a) such Lender’s Revolving Commitment then in effect over
      (b) such
      Lender’s Revolving Extensions of Credit then outstanding; provided,
      that in
      calculating any Lender’s Revolving Extensions of Credit for the purpose of
      determining such Revolving Lender’s Available Revolving Commitment pursuant to
      Section 2.11(a), the aggregate principal amount of Swingline Loans then
      outstanding shall be deemed to be zero.

     

    “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 the Lenders on
      a
      single date and as to which a single Interest Period is in effect.

     

    “Business
      Day”
shall
      mean any day other than a Saturday, Sunday or other day on which banks in the
      State of New York are permitted to close; provided,
      however,
      that
      when used in connection with a LIBOR Loan, the term “Business Day” shall also
      exclude any day on which banks are not open for dealings in Dollar deposits
      or
      deposits in any Optional Currency, as applicable, on the London Interbank
      market, the term “Business Day” shall also exclude any day on which banks are
      not open for general business in the principal financial center of the relevant
      jurisdiction.

     

    “Calculation
      Time”
shall
      have the meaning assigned to such term in Section 2.27(a).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Canadian
      Dollars”
or
      “C$”
shall
      mean lawful money of Canada.

     

    “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.

     

    “Capital
      Stock”
shall
      mean any and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all equivalent ownership
      interests in a Person (other than a corporation) and any and all warrants,
      rights or options to purchase any of the foregoing.

     

    “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 shall from time to time deposit Dollars,
      or Cash equivalents, in the case of any such deposit made pursuant to Section
      2.28(g), pursuant to the express provisions of this Agreement requiring such
      deposit.

     

    “Cash
      Equivalents”
shall
      mean any of the following, to the extent acquired for investment and not with
      a
      view to achieving trading profits: (i) obligations fully backed by the full
      faith and credit of the United States of America maturing not in excess of
      twelve months from the date of acquisition, (ii) commercial paper maturing
      not
      in excess of twelve months from the date of acquisition and rated at least
“P-1”
by Moody’s or “A-1” by S&P on the date of such acquisition, (iii) the
      following obligations of any Lender or any domestic commercial bank having
      capital and surplus in excess of $500,000,000, which has, or the holding company
      of which has, a commercial paper rating meeting the requirements specified
      in
      clause (ii) above: (a) time deposits, certificates of deposit and acceptances
      maturing not in excess of twelve months from the date of acquisition, or (b)
      repurchase obligations with a term of not more than thirty days for underlying
      securities of the type referred to in clause (i) above, (iv) money market funds
      that invest exclusively in interest bearing, short-term money market instruments
      and adhere to the minimum credit standards established by Rule 2a-7 of the
      Investment Company Act of 1940 (17 C.F.R. §270.2A-7 (April 1, 2004), and (v)
      municipal securities: (a) for which the pricing period in effect is not more
      than twelve months long and (b) rated at least “P-1” by Moody’s or “A-1” by
      S&P.

     

    “Cendant”
shall
      mean Cendant Corporation, a Delaware corporation.

     

    “Cendant
      Guaranty”
shall
      mean the guaranty agreement to be executed and delivered by Cendant,
      substantially in the form of Exhibit A (it being understood that Cendant’s
      obligations thereunder shall terminate upon either (i) the consummation of
      the
      Spin-Off or (ii) payment in full of the Obligations (as defined in the Cendant
      Guaranty), termination of the Commitments and termination or expiration of
      the
      Letters of Credit (or when such Letters of Credit shall have been Collateralized
      (as defined in the Cendant Guaranty), including repayment pursuant to Section
      4.24 of the Sale Agreement).

     

    “Change
      in Control”
shall
      mean (a) prior to the Spin-Off, (i) the acquisition by any Person or group
      (within the meaning of the Securities Exchange Act of 1934 and the rules of
      the
      Securities and Exchange Commission thereunder as in effect on the Effective
      Date), directly or indirectly, beneficially or of record, of ownership or
      control of in excess of 50% of the voting common stock of Cendant on a fully
      diluted basis at any time or (ii) if at any time, individuals who at the
      Effective Date constituted the Board of Directors of Cendant (together with
      any
      new directors whose election by such Board of Directors or whose nomination
      for
      election by the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    shareholders
      of Cendant, 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 Effective Date
      or whose election or a nomination for election was previously so approved)
      cease
      for any reason to constitute a majority of the Board of Directors of Cendant
      then in office or (iii) Cendant shall cease to own, directly or through one
      or
      more wholly-owned Subsidiaries, all of the capital stock of the Borrower, free
      and clear of any direct or indirect Liens (other than statutory Liens) and
      (b)
      after the Spin-Off, (i) the acquisition by any Person or group (within the
      meaning of the Securities Exchange Act of 1934 and the rules of the Securities
      and Exchange Commission thereunder as in effect on the Effective 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 date of the Spin-Off
      constituted the Board of Directors of 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 date of the Spin-Off or whose election or a 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.
      Notwithstanding anything to the contrary contained in this definition, the
      consummation of the Spin-Off shall not result in a Change of
      Control.

     

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

     

    “Commitment”
shall
      mean, with respect to any Lender, the sum of the Term Commitment and the
      Revolving Commitment of such Lender.

     

    “Commitment
      Fee”
shall
      have the meaning assigned to such term in Section 2.11(a).

     

    “Commitment
      Fee Rate”
shall
      mean the rate per annum of (i) at any time after the termination or expiration
      of Cendant’s obligation to sell all of the common stock or substantially all of
      the assets of the Borrower and its Subsidiaries under the Sale Agreement (as
      in
      effect on the date of determination), 0.25% and (ii) at any other time,
      0.15%.

     

    “Commitment
      Increase Notice”
shall
      have the meaning assigned to such term in Section 2.16(d).

     

    “Company
      Disclosure Letter”
shall
      mean the Company Disclosure Letter, dated as of June 30, 2006, as the same
      may
      be amended, modified or supplemented from time to time in a manner reasonably
      satisfactory to the Administrative Agent.

     

    “Confidential
      Information”
shall
      mean information concerning the Borrower, its Subsidiaries or its Affiliates
      which is non-public, confidential or proprietary in nature, or any information
      that is marked or designated confidential by or on behalf of the Borrower,
      which
      is furnished to any Lender by the Borrower or any of its Affiliates directly
      or
      through the Administrative Agent in connection with this Agreement or the
      transactions contemplated hereby (at any time on, before or after the date
      hereof), together with all analyses, compilations or other materials prepared
      by
      such Lender or its respective directors, officers, employees, agents, auditors,
      attorneys, consultants or advisors which contain or otherwise reflect such
      information.

     

    “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
      EBITDA”
shall
      mean, without duplication, for any period for which such amount is being
      determined, the sum of the amounts for such period of (i) Consolidated Net
      Income, (ii) provision for taxes based on income, (iii) depreciation expense,
      (iv) Consolidated Interest Expense, (v) amortization expense, (vi) fees,
      expenses and charges incurred in connection with the Spin-Off or Sale through
      December 31, 2007 in an aggregate amount not to exceed $150,000,000, (vii)
      capitalized interest and amortization of debt discount and debt issuance costs
      and debt extinguishment costs, (viii) payments made in respect of legacy Cendant
      expense reimbursement obligations in an aggregate amount not to exceed
      $30,000,000 during any Rolling Period and (ix) other non-cash items reducing
      Consolidated Net Income, minus
      (plus)
      (x) any non-recurring gains (losses) on business unit dispositions outside
      the
      ordinary course of business if such gains (losses) are included in Consolidated
      Net Income) minus
      (xi) any
      cash expenditures during such period in excess of $25,000,000 to the extent
      such
      cash expenditures (A) did not reduce Consolidated Net Income for such period
      and
      (B) were applied against reserves that constituted non-cash items which reduced
      Consolidated Net Income during prior periods (including reserves established
      upon the consummation of the Spin-Off), all as determined on a consolidated
      basis for the Borrower and its Consolidated Subsidiaries in accordance with
      GAAP. Notwithstanding the foregoing, in calculating Consolidated EBITDA pro
      forma effect shall be given to each (1) acquisition of a Consolidated Subsidiary
      or any other entity acquired by the Borrower or any of its Consolidated
      Subsidiaries in a merger, where the purchase price or merger consideration
      exceeds $25,000,000 during such period and (2) disposition property by the
      Borrower and its Consolidated Subsidiaries yielding gross profits in excess
      of
      $25,000,000 during such period as if such acquisition or disposition had been
      made on the first day of such period; provided
      that for
      purposes of determining the Consolidated Interest Coverage Ratio and the
      Consolidated Leverage Ratio, Consolidated EBITDA for the fiscal quarters ending
      December 31, 2005 and March 31, 2006 shall be $125,800,000 and $115,700,000,
      respectively.

     

    “Consolidated
      Financial Statements”
shall
      have the meaning assigned to such term in Section 3.4(b).

     

    “Consolidated
      Interest Coverage Ratio”
shall
      mean, for any period, the ratio of (a) Consolidated EBITDA for such period
      to
      (b) Consolidated Interest Expense for such period; provided
      that for
      purposes of determining the Consolidated Interest Coverage Ratio for the fiscal
      quarters ending September 30, 2006, December 31, 2006 and March 31, 2007,
      Consolidated Interest Expense for the relevant Rolling Period shall be deemed
      to
      equal Consolidated Interest Expense for such fiscal quarter and, each previous
      fiscal quarter commencing after June 30, 2006, multiplied by 4, 2 and 4/3,
      respectively.

     

    “Consolidated
      Interest Expense”
shall
      mean for any period for which such amount is being determined, total interest
      expense paid or payable in cash (including that properly attributable to Capital
      Leases in accordance with GAAP but excluding in any event (x) all capitalized
      interest and amortization of debt discount and debt issuance costs and (y)
      debt
      extinguishment costs) of the Borrower and its Consolidated Subsidiaries on
      a
      consolidated basis including, without limitation, all commissions, discounts
      and
      other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and net cash costs (or minus net profits) under Interest
      Rate Protection Agreements minus,
      without
      duplication, any interest income of the Borrower and its Consolidated
      Subsidiaries on a consolidated basis during such period. Notwithstanding the
      foregoing, interest expense in respect of any Securitization Indebtedness shall
      not be included in Consolidated Interest Expense. 

     

    “Consolidated
      Leverage Ratio”
shall
      mean, as of the last day of any period, the ratio of (a) Consolidated Total
      Indebtedness on such day to (b) Consolidated EBITDA for such
      period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Consolidated
      Net Income”
shall
      mean, for any period for which such amount is being determined, the net income
      (or 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 (loss) of any Person (other than a
      Consolidated Subsidiary of the Borrower) in which the Borrower or any of its
      Consolidated Subsidiaries has any 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 of any Consolidated Subsidiary of the Borrower 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, (iii) any extraordinary after-tax gains and (iv) any
      extraordinary or unusual pretax losses. (including indemnity obligations
      incurred or liabilities assumed in connection with the Spin-Off).

     

    “Consolidated
      Net Worth”
shall
      mean, as of any date of determination, all items which in conformity with GAAP
      would be included under shareholders’ equity on a consolidated balance sheet of
      the Borrower and its Subsidiaries at such date. 

     

    “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.

     

    “Consolidated
      Total Indebtedness”
shall
      mean (i) the total amount of Indebtedness of the Borrower and its Consolidated
      Subsidiaries determined on a consolidated basis using GAAP principles of
      consolidation, which is, at the dates as of which Consolidated Total
      Indebtedness is to be determined, includable as liabilities on a consolidated
      balance sheet of the Borrower and its Subsidiaries, plus
      (ii)
      without duplication of any items included in Indebtedness pursuant to the
      foregoing clause (i), Indebtedness of others which the Borrower or any of its
      Consolidated Subsidiaries has directly or indirectly assumed or guaranteed
      (but
      only to the extent so assumed or guaranteed) or otherwise provided credit
      support therefor, including without limitation, Guaranty Obligations;
provided
      that,
      for purposes of this definition, Indebtedness shall not include (w) Guaranty
      Obligations and contingent liabilities incurred or assumed in connection with
      the Spin-Off (including those determined in accordance with FIN 45 and SFAS
      5)
      or Sale, (x) Securitization Indebtedness, (y) the aggregate undrawn amount
      of
      outstanding Letters of Credit or (z) obligations incurred under any derivatives
      transaction entered into in the ordinary course of business pursuant to hedging
      programs. In addition, for purposes of this definition, the amount of
      Indebtedness at any time shall be reduced (but not to less than zero) by the
      amount of Excess Cash.

     

    “Currency”
shall
      mean Dollars or any Optional Currency.

     

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

     

    “Defaulting
      Lender”
shall
      mean any Lender which fails to make any Loan or issue any Letter of Credit
      required to made or issued by it in accordance with the terms and conditions
      of
      this Agreement.

     

    “Disclosed
      Matters”
shall
      mean (i) public filings with the Securities and Exchange Commission made by
      the
      Borrower or any of its Subsidiaries on Form S-4, Form 8-K, Form 10-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Q,
      Form
      10-K or Form 10 (in each case, as filed at least three days prior to the
      Effective Date or Term Loan Funding Date, as applicable) and (ii) the Company
      Disclosure Letter.

     

    “Dollar
      Equivalent”
shall
      mean, on any date of determination, (a) with respect to any amount
      denominated in Dollars, such amount, and (b) with respect to an amount
      denominated in any Optional Currency, the equivalent in Dollars of such amount
      determined by the Administrative Agent in accordance with normal banking
      industry practice using the Exchange Rate on the date of determination of such
      equivalent. In making any determination of the Dollar Equivalent (for purposes
      of calculating the amount of Loans to be borrowed from the respective Lenders
      on
      any date or for any other purpose), the Administrative Agent shall use the
      relevant Exchange Rate in effect on the date on which the Borrower or any
      Subsidiary Borrower delivers a Borrowing Request for Loans or on such other
      date
      upon which a Dollar Equivalent is required to be determined pursuant to the
      provisions of this Agreement. As appropriate, amounts specified herein as
      amounts in Dollars shall be or include any relevant Dollar Equivalent
      amount.

     

    “Dollars”
and
      “$”
shall
      mean lawful money of the United States of America.

     

    “Domestic
      Subsidiary Borrower”
shall
      mean any Subsidiary Borrower organized under the laws of the United States
      or
      any political subdivision thereof. 

     

    “Effective
      Date”
shall
      mean July 18, 2006.

     

    “EMU
      Legislation”
shall
      mean the legislative measures of the European Council (including without
      limitation the European Council regulations) for the introduction of, changeover
      to or operation of the Euro in one or more member states.

     

    “Environmental
      Law”
shall
      mean all laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
      judgments, injunctions, notices or requirements issued, promulgated or entered
      into by any Governmental Authority, relating in any way to the environment,
      preservation or reclamation of natural resources, the management, release or
      threatened release of any Hazardous Material or to health and safety matters,
      including without limitation, the Clean Water Act also known as the Federal
      Water Pollution Control Act (“FWPCA”)
      33 U.S.C. § 1251 et seq.,
      the
      Clean Air Act (“CAA”),
      42
      U.S.C. §§ 7401 et seq.,
      the
      Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”),
      7 U.S.C. §§ 136 et seq.,
      the
      Surface Mining Control and Reclamation Act (“SMCRA”),
      30 U.S.C. §§ 1201 et seq.,
      the
      Comprehensive Environmental Response, Compensation and Liability Act
      (“CERCLA”),
      42 U.S.C. § 9601 et seq.,
      the
      Superfund Amendment and Reauthorization Act of 1986 (“SARA”),
      Public Law 99-499, 100 Stat. 1613, the Emergency Planning and Community Right
      to
      Know Act (“ECPCRKA”),
      42 U.S.C. § 11001 et seq.,
      the
      Resource Conservation and Recovery Act (“RCRA”),
      42 U.S.C. § 6901 et seq.,
      the
      Occupational Safety and Health Act as amended (“OSHA”),
      29 U.S.C. § 655 and § 657, together, in each case, with any
      amendment thereto, and the regulations adopted and binding 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 from time to time, and the regulations promulgated
      thereunder.

     

    “ERISA
      Affiliate”
shall
      mean any trade or business (whether or not incorporated) that, together with
      the
      Borrower, is treated as a single employer under Section 414(b) or (c) of
      the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
      the
      Code, is treated as a single employer under Section 414 of the
      Code.

     

    “ERISA
      Event”
shall
      mean (a) any “reportable event,” as defined in Section 4043 of ERISA
      or the regulations issued thereunder with respect to a Plan (other than an
      event
      for which the 30-day notice period is waived); (b) the existence with
      respect to any Plan of an “accumulated funding deficiency” (as defined in
      Section 412 of the Code or Section 302 of ERISA), whether or not
      waived; (c) the filing pursuant to Section 412(d) of the Code or
      Section 303(d) of ERISA of an application for a waiver of the minimum
      funding standard with respect to any Plan; (d) the incurrence by the
      Borrower or any of its ERISA Affiliates of any liability under Title IV of
      ERISA with respect to the termination of any Plan; (e) the receipt by the
      Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
      notice relating to an intention to terminate any Plan or Plans or to appoint
      a
      trustee to administer any Plan; (f) the incurrence by the Borrower or any of
      its
      ERISA Affiliates of any liability with respect to the withdrawal or partial
      withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
      Borrower or any ERISA Affiliate of any notice, or the receipt by any
      Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
      concerning the imposition of Withdrawal Liability or a determination that a
      Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
      within the meaning of Title IV of ERISA.

     

    “Euro”
and
      “€”
shall
      mean the single currency of Participating Member States introduced in accordance
      with the provisions of Article 123 of the Treaty and, in respect of all payments
      to be made under this Agreement in Euro, means immediately available, freely
      transferable funds in such currency. 

     

    “Event
      of Default”
shall
      have the meaning given such term in Section 7 hereof.

     

    “Excess
      Cash”
shall
      mean all cash and Cash Equivalents of the Borrower and its Consolidated
      Subsidiaries at such time determined on a consolidated basis in accordance
      with
      GAAP in excess of $25,000,000.

     

    “Exchange
      Rate”
shall
      mean, with respect to any Optional Currency on a particular date, the rate
      at
      which such Optional Currency may be exchanged into Dollars, as set forth at
      11:00 A.M., London time, on such date on the applicable Reuters currency page
      with respect to such Optional Currency. In the event that such rate does not
      appear on the applicable Reuters currency page, the Exchange Rate with respect
      to such Optional 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 spot rate of exchange of
      the
      Administrative Agent in the London Interbank market or other market where its
      foreign currency exchange operations in respect of such Optional Currency are
      then being conducted, at or about 11:00 A.M., London time, at such date for
      the
      purchase of Dollars with such Optional Currency, for delivery two Business
      Days
      later; provided,
      however,
      that if
      at the time of any such determination, for any reason, no such spot rate is
      being quoted, the Administrative Agent may use any reasonable method it deems
      appropriate to determine such rate, and such determination shall be conclusive
      absent manifest error.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Excluded
      Taxes”
shall
      mean, with respect to any Lender, or any other recipient of payment to be made
      by or on account of any obligation of the Borrower or any Subsidiary Borrower
      hereunder, (a) income taxes and franchise taxes based on (or measured by) its
      net income or net profits (or franchise taxes imposed in lieu of net income
      taxes) imposed on such Lender or other recipient as a result of a present or
      former connection between such Lender or such recipient and the jurisdiction
      of
      the Governmental Authority imposing such tax or any political subdivision or
      taxing authority thereof or therein (other than any such connection arising
      solely from the Administrative Agent or such Lender having executed, delivered
      or performed its obligations or received a payment hereunder, or enforced,
      this
      Agreement) (b) any branch profits taxes imposed by the United States of America
      or any similar tax imposed by any other jurisdiction, (c) any withholding tax
      that is imposed on amounts payable to such Lender in Dollars, or any other
      recipient of any payment to be made by or on account of any obligation
      denominated in Dollars of the Borrower or any Domestic Subsidiary Borrower
      hereunder, at the time such Lender becomes a party to this Agreement (or
      designates a new Lending Office), except to the extent that such Lender (or
      its
      assignor, if any) was entitled, immediately prior to the time of designation
      of
      a new Lending Office (or assignment), to receive additional amounts from the
      Borrower or any Domestic Subsidiary Borrower with respect to such withholding
      tax pursuant to Section 2.25(a), (d) Taxes attributable to such Lender’s failure
      to comply with Section 2.25(e), and (e) any Taxes imposed as a result of such
      Lender’s gross negligence or willful misconduct.

     

    “Existing
      Issuing Lender”
shall
      mean any issuer of an Existing Letter of Credit.

     

    “Existing
      Letters of Credit”
shall
      mean the letters of credit described on Schedule 2.28 hereto.

     

    “Fundamental
      Documents”
shall
      mean this Agreement, the Cendant Guaranty, any Notes and any Compliance
      Certificate which is required to be executed by the Borrower or any Subsidiary
      Borrower pursuant to Section 5.1(c) and delivered to the Administrative Agent
      in
      connection with this Agreement.

     

    “Funding
      Office”
shall
      mean the office 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
      as its funding office by written notice to the Borrower and the
      Lenders.

     

    “GAAP”
shall
      mean generally accepted accounting principles in the United States as in effect
      from time to time, except that for purposes of Sections 6.5 and 6.6, GAAP shall
      be determined on the basis of such principles in effect on the date hereof
      and
      consistent with those used in the preparation of the most recent audited
      financial statements referred to in Section 3.4(b). In the event that any
“Accounting Change” (as defined below) shall occur and such change results in a
      change in the method of calculation of financial covenants, standards or terms
      in this Agreement, then the Borrower and the Administrative Agent agree to
      enter
      into negotiations in order to amend such provisions of this Agreement so as
      to
      reflect equitably such Accounting Changes with the desired result that the
      criteria for evaluating the Borrower’s financial condition shall be the same
      after such Accounting Changes as if such Accounting Changes had not been made.
      Until such time as such an amendment shall have been executed and delivered
      by
      the Borrower, the Administrative Agent and the Required Lenders, all financial
      covenants, standards and terms in this Agreement shall continue to be calculated
      or construed as if such Accounting Changes had not occurred. “Accounting
      Changes” refers to changes in accounting principles required by the promulgation
      of any rule, regulation, pronouncement or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
opinion
        by the Financial Accounting Standards Board of the American Institute of
        Certified Public Accountants or, if applicable, the Securities and Exchange
        Commission. 

    

     

    “Governmental
      Authority”
shall
      mean any federal, 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.

     

    “Granting
      Lender”
shall
      have the meaning assigned to such term in Section 10.3(k).

     

    “Guaranty”
shall
      mean the guaranty of the Subsidiary Borrower Obligations provided by the
      Borrower pursuant to Section 9.

     

    “Guaranty
      Obligation”
shall
      mean any obligation, contingent or otherwise, of the Person guaranteeing or
      having the economic effect of guaranteeing any Indebtedness of any other Person
      (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or to purchase (or
      to
      advance or supply funds for the purchase of) any security for the payment
      thereof, (b) to purchase or lease property, securities or services for the
      purpose of assuring the owner of such Indebtedness of the payment thereof,
      (c)
      to maintain working capital, equity capital or any other financial statement
      condition or liquidity of the primary obligor so as to enable the primary
      obligor to pay such Indebtedness or (d) as an account party in respect of any
      letter of credit or letter of guaranty issued to support such Indebtedness;
      provided,
      however,
      that
      the amount of any Guaranty Obligation 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 Obligation
      would have recourse. Notwithstanding the foregoing definition, the term
“Guaranty Obligation” 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
      assets of such Person as a general partner or joint venturer (other than assets
      comprising the capital of such general partnership or joint venture). The term
      “Guaranty Obligation” shall not include endorsements for collection or deposit
      in the ordinary course of business. 

     

    “Hazardous
      Materials”
shall
      mean all explosive or radioactive substances or wastes and all hazardous or
      toxic substances, wastes or other pollutants, including petroleum or petroleum
      distillates, asbestos or asbestos containing materials, polychlorinated
      biphenyls, radon gas, infectious or medical wastes and all other substances
      or
      wastes of any nature regulated pursuant to any Environmental Law.

     

    “Indebtedness”
shall
      mean (without double counting), at any time and with respect to any Person,
      (i)
      indebtedness of such Person for borrowed money (whether by loan or the issuance
      and sale of debt securities) or for the deferred purchase price of property
      or
      services purchased (other than amounts constituting accounts payable arising
      in
      the ordinary course and payable within 180 days); (ii) indebtedness of others
      of
      the type described in clause (i), (iii), (iv) or (v) of this definition of
      Indebtedness, which such Person has directly or indirectly assumed or guaranteed
      (but only to the extent so assumed or guaranteed) or otherwise provided credit
      support therefor, including without limitation, Guaranty Obligations; (iii)
      indebtedness of others secured by a Lien on assets of such Person, whether
      or
      not such Person shall have assumed such indebtedness (but only to the extent
      of
      the fair market value of such assets); (iv) obligations of such Person in
      respect of letters of credit, acceptance facilities, or drafts or similar
      instruments issued or accepted 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    by
      banks
      and other financial institutions for the account of such Person (other than
      accounts payable arising in the ordinary course and payable within 180 days);
      or
      (v) obligations of such Person under Capital Leases.

     

    “Indemnified
      Party”
shall
      have the meaning assigned to such term in Section 10.5.

     

    “Indemnified
      Taxes”
shall
      mean Taxes other than Excluded Taxes and Other Taxes.

     

    “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, 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; provided,
      that as
      to any Swingline Loan, “Interest Payment Date” shall mean the day that such Loan
      is required to be repaid.

     

    “Interest
      Period”
shall
      mean (a) as to any LIBOR Borrowing, the period commencing on the date of such
      Borrowing, and ending on the numerically corresponding day (or, if there is
      no
      numerically corresponding day or if the date of the LIBOR Borrowing is the
      last
      day of any month, on the last day) in the calendar month that is 1, 2, 3, 6
      months thereafter, as the Borrower or any applicable Subsidiary Borrower may
      elect and (b) as to any ABR Borrowing, 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 Maturity Date and (iii) the date
      such
      Borrowing is refinanced with a Borrowing of a different Interest Rate Type
      in
      accordance with Section 2.10 or is prepaid in accordance with Section 2.17;
      provided,
      however,
      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 may be selected which
      would extend beyond the Maturity 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. For purposes hereof, “Rate” shall include LIBOR and the Alternate
      Base Rate.

     

    “issuance”
shall
      mean with respect to any Letter of Credit, the issuance, amendment, renewal
      or
      extension of such Letter of Credit, provided
      that the
      reinstatement of any Letter of Credit shall not constitute an issuance of such
      Letter of Credit.

     

    “Issuing
      Lender”
shall
      mean in the case of Letters of Credit, JPMorgan Chase Bank or any Affiliate
      thereof and such other Lenders or Affiliates thereof as may be designated in
      writing by the Borrower which agree in writing to act as such in accordance
      with
      the terms hereof and with the consent of the Administrative Agent (such consent
      not to be unreasonably withheld) (including any Existing Issuing Lender).


     

    “JPMorgan
      Chase Bank”
shall
      mean JPMorgan Chase Bank, N.A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “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 Letters of Credit then outstanding plus (without duplication) the face
      amount of all drafts which have been presented under Letters of Credit but
      have
      not yet been paid or have been paid but not reimbursed.

     

    “Lender
      and
“Lenders”
shall
      mean the financial institutions whose names appear at the foot hereof and any
      assignee of a Lender permitted pursuant to Section 10.3(b).

     

    “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 or 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 or ABR Loans are made,
      as notified to the Administrative Agent from time to time.

     

    “Letter
      of Credit”
shall
      have the meaning ascribed to such term in Section 2.28.

     

    “LIBOR”
shall
      mean, with respect to any LIBOR Borrowing for any Interest Period, an interest
      rate per annum (rounded upwards, if necessary, to the next Basis Point) equal
      to
      the rate at which Dollar deposits or deposits in any Optional Currency, as
      applicable, approximately equal in principal amount to JPMorgan Chase Bank’s
      portion of such LIBOR Borrowing, and for a maturity comparable to such Interest
      Period, are offered to the principal London office of JPMorgan Chase Bank in
      immediately available funds in the London Interbank market at approximately
      11:00 A.M., London time, two Business Days prior to the commencement of such
      Interest Period.

     

    “LIBOR
      Borrowing”
shall
      mean a Borrowing comprised of LIBOR Loans.

     

    “LIBOR
      Loan”
shall
      mean any LIBOR Revolving Credit Loan or LIBOR Term 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 Section 2.

     

    “LIBOR
      Spread”
shall
      mean (i) at any time after the termination or expiration of Cendant’s obligation
      to sell all of the common stock or substantially all of the assets of the
      Borrower and its Subsidiaries under the Sale Agreement (as in effect on the
      date
      of determination), 1.500% and (ii) at any other time, 0.875%. 

     

    “LIBOR
      Term Loan”
shall
      mean any Term Loan bearing interest at a rate determined by reference to LIBOR
      in accordance with the provisions of Section 2.

     

    “Lien”
shall
      mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
      hypothecation, encumbrance, charge or security interest in, on or of such asset
      and (b) the interest of a vendor or a lessor under any conditional sale
      agreement, capital lease or title retention agreement (or any financing lease
      having substantially the same economic effect as any of the foregoing) relating
      to such asset.

     

    “Loan”
shall
      mean any loan made by any Lender pursuant to this Agreement.

     

    “Loan
      Parties”
shall
      mean the Borrower, Galileo and the other Subsidiary Borrowers and
      Cendant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Local
      Facility Amendment”
shall
      have the meaning assigned to such term in Section 2.29.

     

    “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;
      provided
      that for
      purposes of Section 3.5 and for all purposes on the Effective Date and the
      Term
      Loan Funding Date, “Material Adverse Effect” shall mean a material adverse
      effect on the business, assets, operations or condition, financial or otherwise,
      of the Travelport Businesses of Cendant, but excluding
      any event, development or circumstance resulting from (i)
      the
      resolution of matters relating to the accounting irregularities and errors
      referred to in Cendant’s report on Form 10-K for the period ending December 31,
      2003, filed with the Securities and Exchange Commission and including the class
      action lawsuits referred to therein and other class action lawsuits arising
      as a
      result of the accounting irregularities and errors disclosed therein and (ii)
      the announcement of the Spin-Off and
      the
      consummation of the transactions contemplated thereby or the announcement of
      the
      Sale.

     

    “Material
      Subsidiary”
shall
      mean any Subsidiary (other than a Securitization Entity) of the Borrower which,
      together with its Subsidiaries (other than Securitization Entities) at the
      time
      of determination hold, or, solely with respect to Sections 7(f) and 7(g), any
      group of Subsidiaries which, if merged into each other at the time of
      determination would hold, assets constituting 15% or more of Consolidated Assets
      or accounts for 15% or more of Consolidated EBITDA for the Rolling Period
      immediately preceding the date of determination.

     

    “Maturity
      Date”
shall
      mean July 17, 2007.

     

    “Moody’s”
shall
      mean Moody’s Investors Service, Inc.

     

    “Multiemployer
      Plan”
shall
      mean a multiemployer plan as defined in Section 4001(a)(3) of
      ERISA.

     

    “Net
      Cash Proceeds”
shall
      mean, in connection with any incurrence of Indebtedness, the cash proceeds
      received from such incurrence, net of attorneys’ fees, investment banking fees,
      accountants’ fees, underwriting discounts and commissions, other professional
      and consulting fees, survey costs, title insurance premiums, and related search
      and recording charges, transfer taxes, deed or mortgage recording taxes, other
      taxes paid or payable as a result thereof, and other customary fees and expenses
      actually incurred in connection therewith or related thereto.

     

    “New
      Local Facility”
shall
      have the meaning assigned to such term in Section 2.29.

     

    “New
      Local Facility Lender”
shall
      have the meaning assigned to such term in Section 2.29.

     

    “New
      Zealand Dollars”
or
      “NZ$”
shall
      mean the lawful money of New Zealand.

     

    “Non-Consenting
      Lender”
shall
      have the meaning assigned to such term in Section 10.17.

     

    “Non-Ratable
      Assignment”
shall
      have the meaning assigned to such term in Section 10.3(b).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Notes”
shall
      mean any promissory notes evidencing Loans.

     

    “Obligations”
shall
      mean the obligation of the Borrower and any Subsidiary Borrower to make due
      and
      punctual payment of principal of, and interest on, the Loans, the Commitment
      Fees, reimbursement obligations in respect of Letters of Credit and all other
      monetary obligations of the Borrower or any Subsidiary Borrower to the
      Administrative Agent, any Issuing Lender or any Lender under this Agreement
      or
      the Fundamental Documents.

     

    “Optional
      Currency”
shall
      mean, at any time, Australian Dollars, Canadian Dollars, Euros, New Zealand
      Dollars, Pounds and Yen, so long as such currency is freely traded and
      convertible into Dollars in the London Interbank market and a Dollar Equivalent
      thereof can be calculated.

     

    “Offered
      Increase Amount”
shall
      have the meaning assigned to such term in Section 2.16(d).

     

    “Other
      Taxes”
shall
      mean any and all present or future stamp or documentary taxes, assessments
      or
      charges made by any Governmental Authority by reason of the execution and
      delivery of this Agreement or the issuance of any Letters of Credit or any
      Fundamental Document.

     

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

     

    “Participating
      Member State”
shall
      mean a member of the European Communities that adopts or has adopted the Euro
      as
      its currency in accordance with EMU Legislation.

     

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

     

    “Permitted
      Encumbrances”
shall
      mean Liens permitted under Section 6.3 hereof.

     

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

     

    “Plan”
shall
      mean any employee pension benefit plan (other than a Multiemployer Plan) subject
      to the provisions of Title IV of ERISA or Section 412 of the Code or
      Section 302 of ERISA, and in respect of which the Borrower or any ERISA
      Affiliate is (or, if such plan were terminated, would under Section 4069 of
      ERISA be deemed to be) an “employer” as defined in Section 3(5) of
      ERISA.

     

    “Pounds”
or
      “£”
or
      “Pound
      Sterling”
shall
      mean the lawful money of the United Kingdom.

     

    “Pro
      Forma Balance Sheet”
shall
      have the meaning assigned to such term in Section 3.4(a).

     

    “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 days prior to the date on which such issuance of
      Indebtedness, acquisition, disposition or other transaction
      occurred.

     

    “Ratable
      Assignment”
shall
      have the meaning assigned to such term in Section 10.3(b).

     

    “Refunded
      Swingline Loan”
shall
      have the meaning assigned to such term in Section 2.7(b).

     

    “Related
      Parties”
shall
      mean, with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and such Person’s Affiliates.

     

    “Replaced
      Term Loans”
shall
      have the meaning assigned to such term is Section 10.9(b).

     

    “Replacement
      Term Loans”
shall
      have the meaning assigned to such term is Section 10.9(b).

     

    “Responsible
      Officer”
shall
      mean the chief executive officer, president, chief accounting officer, chief
      financial officer, treasurer or assistant treasurer of the
      Borrower.

     

    “Required
      Lenders”
shall
      mean at any time, the holders of more than 50% of (a) until the Term Loan
      Funding Date, the Commitments then in effect and (b) thereafter, the sum of
      (i)
      the aggregate unpaid principal amount of the Term Loans then outstanding and
      (ii) the Total Revolving Commitments then in effect or, if the Total Revolving
      Commitment has been terminated in its entirety, the Revolving Credit
      Exposure.

     

    “Revolving
      Commitment”
shall
      mean with respect to any Lender, the commitment of such Lender, if any, to
      make
      Revolving Credit Loans and participate in Swingline Loans and Letters of Credit
      in an aggregate principal and/or face amount not to exceed the amount set forth
      (i) under the heading “Revolving Commitment” opposite such Lender’s name on
      Schedule 2.1 hereto and/or (ii) in any applicable Assignment and Acceptance
      to
      which it may be a party, as the case may be, as such Lender’s Revolving
      Commitment may be permanently terminated, reduced or increased from time to
      time
      pursuant to Section 2.16 or Section 7. The Revolving Commitments shall
      automatically and permanently terminate on the earlier of (a) the Maturity
      Date
      or (b) the date of termination in whole pursuant to Section 2.16 or Section
      7.


     

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

     

    “Revolving
      Credit Borrowing Request”
shall
      mean a request made pursuant to Section 2.4 in the form of
      Exhibit E-2.

     

    “Revolving
      Credit Exposure”
shall
      mean, at any time, the sum of (A) the aggregate outstanding principal amount
      of
      all Revolving Credit Loans made by all Lenders plus
      (B) the
      then current L/C Exposure plus
      (C) the
      aggregate outstanding principal amount of all Swingline Loans.

     

    “Revolving
      Credit Loans”
shall
      have the meaning given such term is Section 2.1(b). Each Revolving Credit Loan
      shall be a LIBOR Revolving Credit Loan or an ABR Loan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Revolving
      Extensions of Credit”
shall
      mean, as to any Revolving Lender at any time, an amount equal to the sum of
      (a)
      the aggregate principal amount of all Revolving Credit Loans held by such Lender
      then outstanding, (b) such Lender’s Revolving Percentage of the L/C Exposure
      then outstanding and (c) such Lender’s Revolving Percentage of the aggregate
      principal amount of Swingline Loans then outstanding.

     

    “Revolving
      Facility”
shall
      mean the Revolving Commitments and the extensions of credit
      thereunder.

     

    “Revolving
      Lender”
shall
      mean each Lender that has a Revolving Commitment or that holds Revolving Credit
      Loans.

     

    “Revolving
      Percentage”
shall
      mean, as to any Revolving Lender at any time, the percentage which such Lender’s
      Revolving Commitment then constitutes of the Total Revolving Commitment or,
      at
      any time after the Revolving Commitments shall have expired or terminated,
      the
      percentage which the aggregate principal amount of such Lender’s Revolving
      Extensions of Credit then outstanding constitutes of the aggregate Revolving
      Extensions of Credit of all Revolving Lenders.

     

    “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. 

     

    “Sale”
shall
      mean the sale of the Borrower and its Subsidiaries to TDS Investor LLC pursuant
      to the Sale Agreement.

     

    “Sale
      Agreement”
shall
      mean (i) the purchase agreement, dated June 30, 2006, by and between
      Cendant, the Borrower and TDS Investor LLC, and the related agree-ments,
      exhibits and schedules or (ii) any other alternative sale and purchase agreement
      executed by Cendant for the sale of all of the common stock or substantially
      all
      of the assets of the Borrower and its Subsidiaries, each of the foregoing
      agreements as amended, restated, or modified from time to time.

     

    “Securitization
      Entity”
shall
      mean any Subsidiary or other Person engaged solely in the business of effecting
      asset securitization transactions and related activities.

     

    “Securitization
      Indebtedness”
shall
      mean Indebtedness incurred by a Securitization Entity that does not permit
      or
      provide for recourse (other than Standard Securitization Undertakings) to the
      Borrower or any Subsidiary of the Borrower (other than a Securitization Entity)
      or any property or asset of the Borrower or any Subsidiary of the Borrower
      (other than the property or assets of, or any equity interests or other
      securities issued by, a Securitization Entity).

     

    “SPC”
shall
      have the meaning assigned to such term in Section 10.3(k).

     

    “Specified
      Capital Stock”
shall
      mean Capital Stock of the Borrower or any Material Subsidiary other than Capital
      Stock issued to Cendant or its Affiliates.

     

    “Specified
      Indebtedness”
shall
      mean Indebtedness incurred by the Borrower or any Material Subsidiary under
      syndicated credit facilities (other than under this Agreement) or any senior
      or
      senior subordinated notes issued in the capital markets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Spin-Off”
shall
      mean the distribution to the shareholders of Cendant of all of the common stock
      of the Borrower and the transactions related thereto. 

     

    “Standard
      Securitization Undertakings”
shall
      mean representations, warranties (and any related repurchase obligations),
      servicer obligations, guaranties, covenants and indemnities entered into by
      the
      Borrower or any Subsidiary of the Borrower of a type that are reasonably
      customary in securitizations.

     

    “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). Such reserve
      percentages shall include those imposed under Regulation D. 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. 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.

     

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

     

    “Subsidiary
      Borrower Obligations”
shall
      mean the Obligations of any Subsidiary Borrower.

     

    “Swingline
      Commitment”
shall
      mean the obligation of the Swingline Lender to make Swingline Loans pursuant
      to
      Section 2.6 in an aggregate principal amount at any one time outstanding not
      to
      exceed $50,000,000. 

     

    “Swingline
      Lender”
shall
      mean JPMorgan Chase Bank, in its capacity as the lender of Swingline
      Loans.

     

    “Swingline
      Loans”
shall
      have the meaning given such term in Section 2.6. 

     

    “Swingline
      Participation Amount”
shall
      have the meaning given such term in Section 2.7.

     

    “Taxes”
shall
      mean any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.

     

    “Term
      Commitment”
shall
      mean with respect to each Lender, the commitment of such Lender, if any, to
      make
      a Term Loan to the Borrower in a principal amount not to exceed the amount
      set
      forth under the heading “Term Commitment” opposite such Lender’s name on


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      2.1 hereto. The original aggregate amount of the Term Commitments is
      $1,800,000,000. 

     

    “Term
      Lender”
shall
      mean each Lender that has a Term Commitment or that holds a Term
      Loan.

     

    “Term
      Loan”
shall
      have the meaning given such term in Section 2.1(a). Each Term Loan shall be
      a
      LIBOR Term Loan or an ABR Loan.

     

    “Term
      Loan Borrowing”
shall
      mean a Borrowing consisting of simultaneous Term Loans from each of the Term
      Lenders.

     

    “Term
      Loan Borrowing Request”
shall
      mean a request made pursuant to Section 2.3 in the form of
      Exhibit E-1.

     

    “Term
      Loan Commitment Period”
shall
      mean the period commencing on the Effective date and ending on the earlier
      of
      (i) the Term Loan Funding Date or (ii) September 30, 2006.

     

    “Term
      Loan Funding Date”
shall
      mean the date on which the Term Loans are made.

     

    “Term
      Percentage”
shall
      mean, as to any Term Lender at any time, the percentage which such Lender’s Term
      Commitment then constitutes of the aggregate Term Commitments or, at any time
      after the Term Loan Funding Date, the percentage which the aggregate principal
      amount of such Lender’s Term Loans then outstanding constitutes of the aggregate
      principal amount of the Term Loans then outstanding.

     

    “Total
      Revolving Commitment”
shall
      mean, at any time, the aggregate amount of the Lenders’ Revolving Commitments as
      in effect at such time. The initial Total Revolving Commitment is
      $400,000,000.

     

    “Travelport
      Businesses of Cendant”
shall
      mean the collective reference to the businesses of Cendant that comprise its
      Travel Distribution segment as of the Effective Date.

     

    “Treaty”
shall
      mean the Treaty establishing the European Economic Community, being the Treaty
      of Rome of March 25, 1957, as amended by the Single European Act 1987, the
      Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came
      into force on November 1, 1993), the Amsterdam Treaty (which was signed at
      Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice
      Treaty (which was signed on February 26, 2001), each as amended from time to
      time and as referred to in legislative measures of the European Union for the
      introduction of, changeover to or operating of the Euro in one or more member
      states.

     

    “Withdrawal
      Liability”
shall
      mean liability to a Multiemployer Plan as a result of a complete or partial
      withdrawal from such Multiemployer Plan, as such terms are defined in Part
      I of
      Subtitle E of Title IV of ERISA.

     

    “Yen”
and
      “¥”
shall
      mean the lawful money of Japan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2.  	
              THE
                LOANS

            


    

     

    SECTION
      2.1.   Commitments.
      

     

    (a)  Subject
      to the terms and conditions hereof and relying upon the representations and
      warranties herein set forth, each Term Lender agrees, severally and not jointly,
      to make a term loan (a “Term
      Loan”)
      in
      Dollars to the Borrower during the Term Loan Commitment Period in an amount
      not
      to exceed the amount of the Term Commitment of such Lender. The Term Loans
      may
      from time to time be LIBOR Term Loans or ABR Loans, as determined by the
      Borrower and notified to the Administrative Agent in accordance with Sections
      2.3 and 2.10. 

     

    (b)  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 (“Revolving
      Credit Loans”)
      in
      Dollars to the Borrower or any Domestic Subsidiary Borrower, at any time and
      from time to time on and after the Effective Date and until the earlier of
      the
      Maturity 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 Available Revolving Commitment subject, however, to the conditions that
      (a) at no time shall (i) the Revolving Credit Exposure exceed (ii) the Total
      Revolving Commitment and (b) at all times the outstanding aggregate principal
      amount of all Revolving Credit Loans made by each Revolving Lender shall equal
      the product of (i) the percentage that its Revolving Commitment represents
      of
      the Total Revolving Commitment times (ii) the outstanding aggregate principal
      amount of all Revolving Credit Loans made pursuant to a notice given by the
      Borrower or any Subsidiary Borrower under Section 2.4. The Revolving Commitments
      of the Lenders may be terminated or reduced from time to time pursuant to
      Section 2.16 or Section 7.

     

    (c)  Within
      the foregoing limits, the Borrower and any Domestic Subsidiary Borrower may
      borrow, pay or repay and reborrow Revolving Credit Loans hereunder, on and
      after
      the Effective Date and prior to the Maturity Date, upon the terms and subject
      to
      the conditions and limitations set forth herein (it being understood that Term
      Loans may not be reborrowed).

     

    SECTION
      2.2.   Loans. 

     

    (a)  Each
      Term
      Loan and Revolving Credit Loan shall be made as part of a Borrowing consisting
      of Loans made by the Lenders ratably in accordance with their Commitments;
      provided,
      however,
      that
      the failure of any Lender to make any Term Loan or Revolving Credit Loan 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 LIBOR Loans,
      in
      an aggregate principal amount that is an integral multiple of $1,000,000 and
      not
      less than $5,000,000 and (ii) in the case of ABR Loans, in an aggregate
      principal amount that is an integral multiple of $500,000 and not less than
      $5,000,000 (or, in the case of clause (i) and clause (ii) above with respect
      to
      Revolving Credit Loans, if less, an aggregate principal amount equal to the
      remaining balance of the available Total Revolving Commitment). ABR Loans shall
      be denominated only in Dollars.

     

    (b)  Each
      Revolving Credit Borrowing and Term Loan Borrowing shall be comprised entirely
      of LIBOR Loans or ABR Loans, as the Borrower or any Subsidiary Borrower may
      request pursuant to Section 2.8 or 2.4, as applicable. 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,
      however,
      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 nine separate Revolving Credit Loans of any Lender
      being outstanding hereunder at any one time. For purposes of the calculation
      required by the immediately preceding sentence, LIBOR Revolving Credit Loans
      having different Interest Periods, 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 Sections 2.3 and 2.4, 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. New York City time (2:00 P.M. New York City
      time,
      in the case of an ABR Borrowing) in Federal or other 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 relevant Subsidiary
      Borrower maintained with the Administrative Agent. Term Loans and Revolving
      Credit Loans shall be made by the Term Lenders and Revolving Lenders,
      respectively pro rata in accordance with Section 2.1 and this Section
      2.2.

     

    (d)  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 Maturity Date.

     

    SECTION
      2.3.   Term
      Loan Borrowing Procedure.
      

     

    In
      order
      to effect a Term Loan Borrowing, the Borrower shall hand deliver or telecopy
      to
      the Administrative Agent a Borrowing notice in the form of Exhibit E-1 (a)
      in
      the case of a LIBOR Borrowing, not later than 12:00 Noon, New York City time,
      three Business Days before a proposed Term Loan Borrowing, and (b) in the case
      of an ABR Borrowing, not later than 12:00 Noon, New York City time, on the
      day
      of a proposed Term Loan Borrowing. Such notice shall be irrevocable and shall
      in
      each case specify (a) whether the Term Loan Borrowing then being requested
      is to
      be a LIBOR Borrowing or an ABR Borrowing, (b) the date of such Borrowing (which
      shall be a Business Day) and the amount thereof and (c) if such Borrowing is
      to
      be a LIBOR Borrowing, the Interest Period with respect thereto. If no election
      as to the Interest Rate Type of a Term Loan Borrowing is specified in any such
      Term Loan Borrowing Request, then the requested Borrowing shall be an ABR
      Borrowing. If no Interest Period with respect to any LIBOR Borrowing is
      specified in any such Term Loan Borrowing Request, then the Borrower shall
      be
      deemed to have selected an Interest Period of one month’s duration. If the
      Borrower shall not have given a Term Loan Borrowing Request in accordance with
      this Section 2.3 of its election to refinance a Borrowing prior to the end
      of
      the Interest Period in effect for such Borrowing, then the 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 a LIBOR
      Borrowing of one month’s duration (or at any time after the occurrence, and
      during the continuation, of a Default or an Event of Default, an ABR Borrowing).
      The Administrative Agent shall promptly advise the Lenders of any notice given
      pursuant to this Section 2.3 and of each Lender’s portion of the requested
      Borrowing.

     

    SECTION
      2.4.   Revolving
      Credit Borrowing Procedure. 

     

    In
      order
      to effect a Revolving Credit Borrowing, the Borrower or any Domestic Subsidiary
      Borrower shall hand deliver or telecopy to the Administrative Agent a Borrowing
      notice in the form of Exhibit E-2 (a) in the case of a LIBOR Borrowing, not
      later than 12:00 Noon, New York City time, three Business Days before a proposed
      Revolving Credit Borrowing, and (b) in the case of an ABR Borrowing, not later
      than 12:00 Noon, New York City time, on the day of a proposed Revolving Credit
      Borrowing. Such notice shall be irrevocable and shall in each case specify
      (a)
      whether the Revolving Credit Borrowing then being requested is to be a LIBOR
      Borrowing or an ABR Borrowing, (b) the date 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    of
      such
      Revolving Credit Borrowing (which shall be a Business Day) and the amount
      thereof and (c) if such Borrowing is to be a LIBOR Borrowing, the Interest
      Period 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 LIBOR Borrowing is specified in any such notice, then the
      Borrower or the relevant Subsidiary Borrower shall be deemed to have selected
      an
      Interest Period of one month’s duration. If the Borrower or the relevant
      Subsidiary Borrower shall not have given notice in accordance with this Section
      2.4 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 the
      relevant 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 a LIBOR Borrowing of one month’s duration (or at
      any time after the occurrence, and during the continuation, of a Default or
      an
      Event of Default, an ABR Borrowing). The Administrative Agent shall promptly
      advise the Lenders of any notice given pursuant to this Section 2.4 and of
      each
      Lender’s portion of the requested Revolving Credit Borrowing.

     

    SECTION
      2.5.   Use
      of
      Proceeds. 

     

    The
      proceeds of the Loans shall be used (i) to fund a portion of a dividend to
      Cendant to finance, in part, the repayment, redemption, pre-funding or
      repurchase of existing Cendant indebtedness and to pay fees and expenses related
      thereto, (ii) to pay fees and expenses related to the Sale and to the Spin-Off
      and, in each case, the transactions related thereto and (ii) for working capital
      and general corporate purposes of the Borrower and its Subsidiaries. No part
      of
      the proceeds of any Loan will be used, whether directly or indirectly, for
      any
      purpose that entails a violation of any of the Regulations of the Board,
      including Regulations U and X of the Board.

     

    SECTION
      2.6.   Swingline
      Commitment.
      

     

    (a)  Subject
      to the terms and conditions hereof, the Swingline Lender agrees to make a
      portion of the credit otherwise available to the Borrower under the Revolving
      Commitments from time to time on and after the Effective Date and until the
      earlier of the Maturity Date and the termination of the Revolving Commitments
      by
      making swing line loans (“Swingline
      Loans”)
      in
      Dollars to the Borrower; provided
      that (i)
      the aggregate principal amount of Swingline Loans outstanding at any time shall
      not exceed the Swingline Commitment then in effect (notwithstanding that the
      Swingline Loans outstanding at any time, when aggregated with the Swingline
      Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline
      Commitment then in effect) and (ii) the Borrower shall not request, and the
      Swingline Lender shall not make, any Swingline Loan if, after giving effect
      to
      the making of such Swingline Loan, the Revolving Credit Exposure would exceed
      the Total Revolving Commitment. On and after the Effective Date and until the
      earlier of the Maturity Date and the termination of the Revolving Commitments,
      the Borrower may use the Swingline Commitment by borrowing, repaying and
      reborrowing, all in accordance with the terms and conditions hereof. Swingline
      Loans shall be ABR Loans only.

     

    (b)  The
      Borrower shall repay to the Swingline Lender the then unpaid principal amount
      of
      each Swingline Loan on the earlier of the Maturity Date and the first date
      after
      such Swingline Loan is made that is the 15th or last day of a calendar month
      and
      is at least two Business Days after such Swingline Loan is made; provided
      that on
      each date that a Revolving Credit Loan is borrowed, the Borrower shall repay
      all
      Swingline Loans then outstanding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      2.7.   Procedure
      for Swingline Borrowing; Refunding of Swingline Loans.
      

     

    (a)  Whenever
      the Borrower desires that the Swingline Lender make Swingline Loans it shall
      give the Swingline Lender irrevocable telephonic notice confirmed promptly
      in
      writing (which telephonic notice must be received by the Swingline Lender not
      later than 1:00 P.M., New York City time, on the day of the proposed Borrowing),
      specifying (i) the amount to be borrowed and (ii) the date of such notice which
      shall be the requested borrowing date (which shall be a Business Day). Each
      borrowing under the Swingline Commitment shall be in an amount equal to $500,000
      or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M.,
      New
      York City time, on the date of the Borrowing specified in a notice in respect
      of
      Swingline Loans, the Swingline Lender shall make available to the Administrative
      Agent at the Funding Office an amount in immediately available funds equal
      to
      the amount of the Swingline Loan to be made by the Swingline Lender. The
      Administrative Agent shall make the proceeds of such Swingline Loan available
      to
      the Borrower on such borrowing date by depositing such proceeds in the account
      of the Borrower with the Administrative Agent or such other account as the
      Borrower may specify to the Administrative Agent in writing on such borrowing
      date in immediately available funds.

     

    (b)  The
      Swingline Lender, at any time and from time to time in its sole and absolute
      discretion may, on behalf of the Borrower (which hereby irrevocably directs
      the
      Swingline Lender to act on its behalf), on one Business Day’s notice given by
      the Swingline Lender no later than 12:00 Noon, New York City time, request
      each
      Revolving Lender to make, and each Revolving Lender hereby agrees to make,
      a
      Revolving Credit Loan, in an amount equal to such Revolving Lender’s Revolving
      Percentage of the aggregate amount of the Swingline Loans (the “Refunded
      Swingline Loans”)
      outstanding on the date of such notice, to repay the Swingline Lender. Each
      Revolving Lender shall make the amount of such Revolving Credit Loan available
      to the Administrative Agent at the Funding Office in immediately available
      funds, not later than 10:00 A.M., New York City time, one Business Day after
      the
      date of such notice. The proceeds of such Revolving Credit Loans shall be
      immediately made available by the Administrative Agent to the Swingline Lender
      for application by the Swingline Lender to the repayment of the Refunded
      Swingline Loans. The Borrower irrevocably authorize the Swingline Lender to
      charge the Borrower’s accounts with the Administrative Agent (up to the amount
      available in each such account) in order to immediately pay the amount of such
      Refunded Swingline Loans to the extent amounts received from the Revolving
      Lenders are not sufficient to repay in full such Refunded Swingline
      Loans.

     

    (c)  If
      prior
      to the time a Revolving Credit Loan would have otherwise been made pursuant
      to
      Section 2.7(b), one of the events described in Section 7(f) or (g) shall have
      occurred and be continuing with respect to the Borrower or if for any other
      reason, as determined by the Swingline Lender in its sole discretion, Revolving
      Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving
      Lender shall, on the date such Revolving Credit Loan was to have been made
      pursuant to the notice referred to in Section 2.7(b), purchase for cash an
      undivided participating interest in the then outstanding Swingline Loans by
      paying to the Swingline Lender an amount (the “Swingline
      Participation Amount”)
      equal
      to (i) such Revolving Lender’s Revolving Percentage times
      (ii) the
      sum of the aggregate principal amount of Swingline Loans then outstanding that
      were to have been repaid with such Revolving Credit Loans.

     

    (d)  Whenever,
      at any time after the Swingline Lender has received from any Revolving Lender
      such Lender’s Swingline Participation Amount, the Swingline Lender receives any
      payment on account of the Swingline Loans, the Swingline Lender will distribute
      to such Lender its Swingline Participation Amount (appropriately adjusted,
      in
      the case of interest payments, to reflect the period of time during which such
      Lender’s participating interest was outstanding and funded and, in the case of
      principal and interest payments, to reflect such Lender’s pro rata
      portion
      of such payment if such payment is not sufficient to pay the principal of and
      interest on all Swingline Loans then due); provided,
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    however,
      that in
      the event that such payment received by the Swingline Lender is required to
      be
      returned, such Revolving Lender will return to the Swingline Lender any portion
      thereof previously distributed to it by the Swingline Lender.

     

    (e)  Each
      Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b)
      and to purchase participating interests pursuant to Section 2.7(c) shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (i) any setoff, counterclaim, recoupment, defense or other right
      that
      such Revolving Lender or the Borrower may have against the Swingline Lender,
      the
      Borrower or any other Person for any reason whatsoever, (ii) the occurrence
      or
      continuance of a Default or an Event of Default or the failure to satisfy any
      of
      the other conditions specified in Section 4, (iii) any adverse change in the
      condition (financial or otherwise) of the Borrower, (iv) any breach of this
      Agreement or any other Fundamental Document by the Borrower, any other Loan
      Party or any other Revolving Lender or (v) any other circumstance, happening
      or
      event whatsoever, whether or not similar to any of the foregoing.

     

    SECTION
      2.8.   [Reserved] 

     

    SECTION
      2.9.   [Reserved].

     

    SECTION
      2.10.   Refinancings. 

     

    The
      Borrower or any Subsidiary Borrower may refinance all or any part of any
      Borrowing with a Borrowing of the same Currency and of the same Interest Rate
      Type (or of the same or different Interest Rate Type, in the case of Loans
      denominated in Dollars) made pursuant to a notice under Sections 2.3 or 2.4,
      as
      applicable, subject to the conditions and limitations set forth herein and
      elsewhere in this Agreement; provided,
      however,
      that at
      any time after the occurrence, and during the continuation, of a Default or
      an
      Event of Default, a Borrowing or portion thereof may only be refinanced with
      an
      ABR Borrowing. Any Borrowing or part thereof so refinanced shall be deemed
      to be
      repaid in accordance with Section 2.12 with the proceeds of a new Borrowing
      hereunder and the proceeds of the new Borrowing, to the extent they do not
      exceed the principal amount of the Borrowing being refinanced, shall not be
      paid
      by the Lenders to the Administrative Agent or by the Administrative Agent to
      the
      Borrower or the relevant Subsidiary Borrower pursuant to Section 2.2(c);
provided,
      however,
      that
      (a) if the principal amount extended by a Lender in a refinancing is greater
      than the principal amount extended by such Lender in the Borrowing being
      refinanced, then such Lender shall pay such difference to the Administrative
      Agent for distribution to the Borrower or the relevant Subsidiary Borrower
      or
      any Lenders described in clause (b) below, as applicable, (b) if the principal
      amount extended by a Lender in the 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 this Section 2.10 and, to the extent of such
      failure, the Borrower or the relevant Subsidiary Borrower shall pay such amount
      to the Administrative Agent as required by Section 2.14; and (d) to the extent
      the Borrower or the relevant Subsidiary Borrower fails to pay to the
      Administrative Agent any amounts due in accordance with Section 2.14 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
      2.11.   Fees. 

     

    (a)  The
      Borrower agrees to pay to each Revolving Lender, through the Administrative
      Agent, on the 15th day
      (or,
      on the next Business Day, if the 15th day is not a Business Day) of the calendar
      month immediately following the end of each fiscal quarter, commencing with
      the
      fiscal quarter ending September 30, 2006, and on the date on which the Revolving
      Commitment of such Lender shall be terminated as provided herein, a commitment
      fee (a “Commitment
      Fee”),
      at
      the Commitment Fee Rate from time to time in effect, on the average daily amount
      of the Available Revolving Commitment of such Lender during the preceding
      quarter (or shorter period commencing with the Effective Date, or ending with
      (i) the Maturity Date or (ii) any date on which the Revolving Commitment of
      such
      Lender shall be terminated. All Commitment Fees shall be computed on the basis
      of the actual number of days elapsed in a year of 360 days. The Commitment
      Fee
      due to each Revolving Lender shall commence to accrue on the Effective Date,
      shall be payable in arrears and shall cease to accrue on the earlier of the
      Maturity Date and the termination of the Commitment of such Lender as provided
      herein. 

     

    (b)  The
      Borrower agrees to pay the Administrative Agent the fees in the amounts and
      on
      the dates as set forth in any written and executed fee agreements with the
      Administrative Agent.

     

    (c)  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
      2.12.   Repayment
      of Loans; Evidence of Debt. 

     

    (a)  The
      Term
      Loans shall be payable in a single installment on the Maturity
      Date.

     

    (b)  The
      Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
      for the account of each Term Lender the then unpaid principal amount of each
      Term Loan of such Lender made to the Borrower on the Maturity Date, (ii) to
      the
      Administrative Agent for the account of each Revolving Lender the then unpaid
      principal amount of each Revolving Credit Loan of such Lender made to the
      Borrower on the Maturity Date and (iii) to the Swingline Lender the then unpaid
      principal amount of each Swingline Loan in accordance with Section 2.6(b),
      or in
      each case, on such earlier date on which the Loans become due and payable
      pursuant to Section 7. The Borrower hereby further agrees to pay interest on
      the
      unpaid principal amount of the Loans made to the Borrower from time to time
      outstanding from the Effective Date, until payment in full thereof at the rates
      per annum, and on the dates, set forth in Section 2.13. Each Subsidiary Borrower
      hereby unconditionally promises to pay to the Administrative Agent for the
      account of each Lender the then unpaid principal amount of each Revolving Credit
      Loan of such Lender made to such Subsidiary Borrower on the Maturity Date or
      on
      such earlier date on which Loans become due and payable pursuant to Section
      7.
      Each Subsidiary Borrower hereby further agrees to pay interest on the unpaid
      principal amount of the Loans made to such Subsidiary Borrower from time to
      time
      outstanding from the Effective Date, until payment in full thereof at the rates
      per annum, and on the dates, set forth in Section 2.13.

     

    (c)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing indebtedness of the Borrower and 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.

     

    (d)  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 applicable thereto, (ii) the amount of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    any
      principal or interest due and payable or to become due and payable from the
      Borrower and any 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.

     

    (e)  The
      entries made in the Register and the accounts of each Lender maintained pursuant
      to this Section 2.12 shall, to the extent permitted by applicable law, be
prima facie
      evidence
      of the existence and amounts of the obligations of the Borrower and any
      Subsidiary Borrower therein recorded; provided,
      however,
      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 the relevant Subsidiary Borrower
      by
      such Lender in accordance with the terms of this Agreement.

     

    SECTION
      2.13.   Interest
      on Loans. 

     

    (a)  Subject
      to the provisions of Section 2.14, the Loans comprising each LIBOR Borrowing
      shall bear interest (computed on the basis of the actual number of days elapsed
      over a year of 360 days) at a rate per annum equal to LIBOR for the Interest
      Period in effect for such Borrowing plus the applicable LIBOR Spread from time
      to time in effect. Interest on each LIBOR Borrowing shall be payable on each
      applicable Interest Payment Date.

     

    (b)  Subject
      to the provisions of Section 2.14, 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 plus the applicable margin, if any, for ABR
      Loans from time to time in effect. The applicable margin for ABR Loans shall
      be
      the applicable LIBOR Spread minus
      100
      Basis Points (but not less than 0%).

     

    (c)  Interest
      on each Loan shall be payable in arrears on each Interest Payment Date
      applicable to such Loan. The LIBOR or the 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.

     

    SECTION
      2.14.   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, at the request of
      the
      Required Lenders, 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 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, the rate applicable to such Loan under Section 2.13 plus 2% per
      annum and (b) in the case of any other Loan or amount, the rate that would
      at
      the time be applicable to an ABR Loan under Section 2.13 plus 2% per
      annum.

     

    SECTION
      2.15.   Alternate
      Rate of Interest. 

     

    In
      the
      event, and on each occasion, that on the day two Business Days prior to the
      commencement of any Interest Period for a LIBOR Loan, the Administrative Agent
      shall have determined that Dollar deposits or deposits in the applicable
      Optional Currency in the amount of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    requested
      principal amount of such LIBOR Loan are not generally available in the London
      Interbank market, or that the rate at which such Dollar deposits or deposits
      in
      the applicable Optional Currency 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 or the relevant Subsidiary 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, any
      request by the Borrower or any Subsidiary Borrower for a LIBOR Borrowing
      pursuant to Section 2.4 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
      2.16.   Termination
      and Reduction of Revolving Commitments;
      Increase of Revolving Commitments. 

     

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

     

    (b)  Subject
      to Section 2.17(b), upon at least one Business Day’s prior written or telecopy
      notice to the Administrative Agent (which notice shall have been received not
      later than 12:00 Noon, New York City time), the Borrower may at any time in
      whole permanently terminate, or from time to time in part permanently reduce,
      the Total Revolving Commitment; provided,
      however,
      that
      (i) each partial reduction of the Total Revolving Commitment shall be in an
      integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000
      and (ii) the Borrower shall not be entitled to make any such termination or
      reduction that would reduce the Total Revolving Commitment to an amount less
      than the sum of the aggregate outstanding principal amount of the Revolving
      Credit Loans plus the aggregate outstanding principal amount of the Swingline
      Loans plus the then current L/C Exposure. Each notice delivered by the Borrower
      pursuant to this Section 2.16(b) shall be irrevocable; provided
      that a
      notice of termination of the Revolving Commitments delivered by the Borrower
      may
      state that such notice is conditioned upon the effectiveness of other credit
      facilities, in which case, such notice may be revoked by the Borrower (by notice
      to the Administrative Agent on or prior to the specified effective date) if
      such
      condition is not satisfied.

     

    (c)  Each
      reduction in the Total Revolving Commitment hereunder shall be made ratably
      among the Lenders in accordance with their respective Revolving Commitments.
      

     

    (d)  In
      the
      event that the Borrower wishes to increase the aggregate Revolving Commitments
      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 “Commitment
      Increase Notice”),
      and
      the Administrative Agent shall notify each Lender of such proposed increase
      and
      provide such additional information regarding such proposed increase as any
      Lender may reasonably request. The Borrower may, at its election, (i) offer
      one
      or more of the Lenders the opportunity to participate in all or a portion of
      the
      Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the
      consent of the Administrative Agent (which consent shall not be unreasonably
      withheld), 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 Commitment Increase Notice
      shall specify which Lenders and/or banks, financial institutions or other
      entities the Borrower desires to participate in such Commitment increase. 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 2.16(d)(ii) shall
      execute a New Lender Supplement with the Borrower and the Administrative Agent,
      substantially in the form of Exhibit G, whereupon such bank, financial
      institution or other entity (herein called a “New
      Lender”)
      shall
      become a 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 2.1 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
      Revolving Lender which accepts an offer to it by the Borrower to increase its
      Revolving Commitment pursuant to Section 2.16(d)(i) shall, in each case, execute
      a Commitment Increase Supplement with the Borrower and the Administrative Agent,
      substantially in the form of Exhibit H, 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 2.1 shall be deemed
      to
      be amended to so increase the Revolving Commitment of such Lender.

     

    (g)  Notwithstanding
      anything to the contrary in this Section 2.16, (i) in no event shall any
      transaction effected pursuant to this Section 2.16 cause the Total Revolving
      Commitment to exceed $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
      2.17.   Prepayment
      of Loans. 

     

    (a)  Prior
      to
      the Maturity Date, the Borrower and any Subsidiary Borrower shall have the
      right
      at any time to prepay any Borrowing, in whole or in part, subject to the
      requirements of Section 2.21 but otherwise without premium or penalty, upon
      prior written or telecopy notice to the Administrative Agent before 12:00 Noon,
      New York City time, at least one Business Day in the case of an ABR Loan and
      at
      least three Business Days in the case of a LIBOR Loan; provided,
      however,
      that
      each such partial prepayment shall be in an integral multiple of $1,000,000
      and
      in a minimum aggregate principal amount of $5,000,000. 

     

    (b)  On
      any
      date when the sum of the Revolving Credit Exposure (after giving effect to
      any
      Borrowings effected on such date) exceeds the Total Revolving Commitment, the
      Borrower shall make a mandatory prepayment of the Revolving Credit Loans (or
      cause any Subsidiary Borrower to make such a prepayment) in such amount as
      may
      be necessary so that the Revolving Credit 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 to outstanding ABR
      Loans
      up to the full amount thereof before they are applied to outstanding LIBOR
      Revolving Credit Loans.

     

    (c)  If
      any
      Specified Capital Stock shall be issued (other than (i) pursuant to the Spin-Off
      or (ii) to Cendant) or any Specified Indebtedness shall be incurred, an amount
      equal to the lesser of (i) 100% of the Net Cash Proceeds thereof or (ii) the
      aggregate amount of Term Loans outstanding plus
      the
      Total Revolving Commitment shall be applied within five Business Days toward
      the
      prepayment of the Term Loans and the reduction of the Revolving Commitments.
      Amounts to be applied in connection with prepayments and Revolving Commitment
      reductions made pursuant to this Section 2.17(c) shall be applied, first,
      to the
      prepayment of the Term Loans in accordance with Section 2.22 and, second,
      to
      reduce permanently the Revolving Commitments. Any such reduction of the
      Revolving Commitments shall be accompanied by prepayment of the Revolving Loans
      and/or Swingline Loans to the extent, if any, that the Revolving Credit Exposure
      exceeds the Total Revolving Commitment as so reduced, provided

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    that
      if
      the aggregate principal amount of Revolving Credit Loans and Swingline Loans
      then outstanding is less than the amount of such excess (because L/C Exposure
      constitutes a portion thereof), the Borrower shall, to the extent of the balance
      of such excess, replace outstanding Letters of Credit and/or deposit an amount
      in cash in a cash collateral account established with the Administrative Agent
      for the benefit of the Lenders on terms and conditions satisfactory to the
      Administrative Agent. The application of any prepayment pursuant to this Section
      2.17(c) shall be applied, first,
      to
      prepay outstanding ABR Borrowings and, second,
      to
      prepay outstanding LIBOR Borrowings.

     

    (d)  Each
      notice of prepayment pursuant to Section 2.17(a) 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 relevant Subsidiary Borrower to prepay such Borrowing(s) by the amount
      stated therein; provided
      that a
      notice of prepayment of a Borrowing delivered by the Borrower may state that
      such notice is conditioned upon the effectiveness of other credit facilities,
      in
      which case such notice may be revoked by the Borrower (by notice to the
      Administrative Agent on or prior to the specified effective date) if such
      condition is not satisfied. All prepayments under this Section 2.17 shall be
      accompanied by accrued interest on the principal amount being prepaid, to the
      date of prepayment.

     

    SECTION
      2.18.   Eurocurrency
      Reserve Costs. 

     

    The
      Borrower and any Subsidiary Borrower shall pay to the Administrative Agent
      for
      the account of each Lender, 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), 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 or the relevant Subsidiary 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
      relevant Subsidiary Borrower by any Lender shall be payable to the
      Administrative Agent for the account of such Lender on each Interest Payment
      Date for such Loan. 

     

    SECTION
      2.19.   Reserve
      Requirements; Change in Circumstances. 

     

    (a)  Except
      with respect to Indemnified Taxes and Other Taxes, which shall be governed
      solely and exclusively by Section 2.25, if after the Effective Date 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
      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 (ii) shall impose on any Lender or the London
      Interbank market any other condition affecting this Agreement or any LIBOR
      Loan
      made by such Lender, and the result of any of the foregoing shall be to increase
      the cost (other than the amount of Taxes, if any) to such Lender of making
      or
      maintaining any LIBOR Loan or to reduce the amount (other than a reduction
      resulting from an increase in Taxes, if any) 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 relevant Subsidiary Borrower shall pay such additional
      amount or amounts as will compensate such Lender for such increase or reduction
      to such Lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Except
      with respect to Indemnified Taxes and Other Taxes, which shall be governed
      solely and exclusively by Section 2.25, if, after the Effective Date, any Lender
      shall have determined in good faith that the adoption after the Effective Date
      of any applicable law, rule, regulation or guideline regarding capital adequacy,
      or any change therein, 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 the 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 for such applicability, adoption, change or compliance (taking
      into consideration such Lender’s policies or the policies of its holding
      company, as the case may be, with respect to capital adequacy) by an amount
      deemed by such Lender to be material, then, from time to time, the Borrower
      shall pay to the Administrative Agent for the account of such Lender such
      additional amount or amounts as will compensate such Lender for such reduction
      upon demand by such Lender.

     

    (c)  A
      certificate of a Lender setting forth in reasonable detail (i) such amount
      or
      amounts as shall be necessary to compensate such Lender as specified in
      paragraph (a) or (b) above, as the case may be, and (ii) the calculation of
      such
      amount or amounts referred to in the preceding clause (i), shall be delivered
      to
      the Borrower or the relevant Subsidiary Borrower and shall be conclusive absent
      manifest error. The Borrower or the relevant Subsidiary Borrower shall pay
      the
      Administrative Agent for the account of such Lender the amount shown as due
      on
      any such certificate within 10 Business Days after its receipt of the
      same.

     

    (d)  Failure
      on the part of any Lender to demand compensation for any increased costs or
      reduction in amounts received or receivable or reduction in return on capital
      with respect to any Interest Period shall not constitute a waiver of such
      Lender’s rights to demand compensation for any increased costs or reduction in
      amounts received or receivable or reduction in return on capital with respect
      to
      such Interest Period or any other Interest Period. The protection of this
      Section 2.19 shall be available to each Lender regardless of any possible
      contention of invalidity or inapplicability of the law, regulation or condition
      which shall have been imposed.

     

    (e)  Each
      Lender agrees that, as promptly as practicable after it becomes aware of the
      occurrence of an event or the existence of a condition that (i) would cause
      it
      to incur any increased cost under this Section 2.19, Section 2.20, Section
      2.25
      or Section 2.28 or (ii) would require the Borrower or any Subsidiary Borrower
      to
      pay an increased amount under this Section 2.19, Section 2.20, Section 2.25
      or
      Section 2.28, it will notify the Borrower and such Subsidiary Borrower of such
      event or condition and, to the extent not inconsistent with such Lender’s
      internal policies, will use its reasonable efforts to make, fund or maintain
      the
      affected Loans of such Lender, or, if applicable, to participate in Letters
      of
      Credit, through another Lending Office of such Lender if as a result thereof
      the
      additional monies which would otherwise be required to be paid or the reduction
      of amounts receivable by such Lender thereunder in respect of such Loans or
      Letters of Credit would be materially reduced, or any inability to perform
      would
      cease to exist, or the increased costs which would otherwise be required to
      be
      paid in respect of such Loans or Letters of Credit pursuant to this Section
      2.19, Section 2.20, Section 2.25 or Section 2.28 would be materially reduced
      or
      the Taxes payable under Section 2.25, or other amounts otherwise payable under
      this Section 2.19, Section 2.20 or Section 2.28 would be materially reduced,
      and
      if, as determined by such Lender, in its sole discretion, the making, funding
      or
      maintaining of such Loans or Letters of Credit through such other Lending Office
      would not otherwise materially adversely affect such Loans or Letters of Credit
      of such Lender.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  In
      the
      event any Lender shall have delivered to the Borrower or any Subsidiary Borrower
      a notice that LIBOR Loans are no longer available from such Lender pursuant
      to
      Section 2.20, or if the Borrower or such Subsidiary Borrower is required to
      pay
      any additional amount to any Lender or any Governmental Authority for the
      account of any Lender pursuant to Section 2.18 or Section 2.25, the Borrower
      may
      (but subject in any such case to the payments required by Section 2.20), upon
      at
      least five Business Days’ prior written or telecopier notice to such Lender and
      the Administrative Agent, identify to the Administrative Agent a lending
      institution reasonably acceptable to the Administrative Agent which will
      purchase the Commitment, the amount of outstanding Loans and any participations
      in Letters of Credit from the Lender providing such notice and such Lender
      shall
      thereupon assign its Commitment, any Loans owing to such Lender and any
      participations in Letters of Credit to such replacement lending institution
      pursuant to Section 10.3. Such notice shall specify an effective date for such
      assignment and at the time thereof, the Borrower and any relevant Subsidiary
      Borrower shall pay all accrued interest, accrued Commitment Fees and all other
      amounts (including without limitation all amounts payable under this Section)
      owing hereunder to such Lender as at such effective date for such
      assignment.

     

    SECTION
      2.20.   Change
      in Legality. 

     

    (a)  Notwithstanding
      anything to the contrary herein contained, if, after the Effective Date, any
      change in any law or regulation or in the interpretation thereof by any
      Governmental Authority charged with the administration or interpretation thereof
      shall make it unlawful for any Lender to make or maintain any LIBOR Loan or
      to
      give effect to its obligations as contemplated hereby, then, by written notice
      to the Borrower and to the Administrative Agent, such Lender may:

     

    (i)  declare
      that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon
      the Borrower and any Subsidiary Borrower shall be prohibited from requesting
      LIBOR Revolving Credit Loans from such Lender hereunder unless such declaration
      is subsequently withdrawn; and

     

    (ii)  require
      that all outstanding LIBOR Loans made by it be converted to ABR Loans, in which
      event (A) all such LIBOR Loans shall be automatically converted to ABR Loans
      as
      of the effective date of such notice as provided in Section 2.20(b) and (B)
      all
      payments and prepayments of principal which would otherwise have been applied
      to
      repay the converted LIBOR Loans shall instead be applied to repay the ABR Loans
      resulting from the conversion of such LIBOR Loans; provided
      that the
      principal amount of any such LIBOR Loan denominated in any Optional Currency
      shall be converted to the Dollar Equivalent thereof concurrently with its
      conversion to an ABR Loan.

     

    (b)  For
      purposes of this Section 2.20, a notice to the Borrower by any Lender pursuant
      to Section 2.20(a) shall be effective on the date of receipt thereof by the
      Borrower.

     

    SECTION
      2.21.   Reimbursement
      of Lenders. 

     

    (a)  The
      Borrower or the relevant Subsidiary Borrower shall reimburse each Lender on
      demand for any loss incurred or to be incurred by it in the reemployment of
      the
      funds released (i) by any prepayment (for any reason) of any LIBOR Loan if
      such
      Loan is repaid other than on the last day of the applicable Interest Period
      for
      such Loan or (ii) in the event that after the Borrower or the relevant
      Subsidiary Borrower delivers a notice of borrowing under Section 2.4 in respect
      of LIBOR Revolving Credit Loans, the applicable Loan is not made on the first
      day of the Interest Period specified by the Borrower or the relevant Subsidiary
      Borrower for any reason other than (I) a suspension or limitation under Section
      2.20 of the right of the Borrower or the relevant Subsidiary Borrower to select
      a LIBOR Loan or (II) a breach by a Lender of its obligations hereunder. In
      the
      case of such failure to borrow, such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    loss
      shall be the amount as reasonably determined by such Lender as the excess,
      if
      any of (A) the amount of interest which would have accrued to such Lender on
      the
      amount not borrowed, at a rate of interest equal to the interest rate applicable
      to such Loan pursuant to Section 2.13, for the period from the date of such
      failure to borrow, to the last day of the Interest Period for such Loan which
      would have commenced on the date of such failure to borrow, over (B) the amount
      realized by such Lender in reemploying the funds not advanced during the period
      referred to above. In the case of a payment other than on the last day of the
      Interest Period for a Loan, such loss shall be the amount as reasonably
      determined by the Administrative Agent as the excess, if any, of (A) the amount
      of interest which would have accrued on the amount so paid at a rate of interest
      equal to the interest rate applicable to such Loan pursuant to Section 2.13,
      for
      the period from the date of such payment to the last day of the then current
      daily Interest Period for such Loan, over (B) the amount equal to the product
      of
      (x) the amount of the Loan so paid times
      (y) the
      current daily yield on U.S. Treasury Securities (at such date of determination)
      with maturities approximately equal to the remaining Interest Period for such
      Loan times
      (z) the
      number of days remaining in the Interest Period for such Loan. Each Lender
      shall
      deliver to the Borrower or the relevant Subsidiary Borrower from time to time
      one or more certificates setting forth the amount of such loss (and in
      reasonable detail the manner of computation thereof) as determined by such
      Lender, which certificates shall be conclusive absent manifest error. The
      Borrower or the relevant Subsidiary Borrower shall pay to the Administrative
      Agent for the account of each Lender the amount shown as due on any certificate
      within thirty days after its receipt of the same.

     

    (b)  In
      the
      event the Borrower or the relevant Subsidiary Borrower fails to prepay any
      Loan
      on the date specified in any prepayment notice delivered pursuant to Section
      2.17(a), the Borrower or the relevant Subsidiary Borrower on demand by any
      Lender shall pay to the Administrative Agent for the account of such Lender
      any
      amounts required to compensate such Lender for any loss incurred by such Lender
      as a result of such failure to prepay, including, without limitation, any loss,
      cost or expenses incurred by reason of the acquisition of deposits or other
      funds by such Lender to fulfill deposit obligations incurred in anticipation
      of
      such prepayment. Each Lender shall deliver to the Borrower or the relevant
      Subsidiary Borrower and the Administrative Agent from time to time one or more
      certificates setting forth the amount of such loss (and in reasonable detail
      the
      manner of computation thereof) as determined by such Lender, which certificates
      shall be conclusive absent manifest error.

     

    SECTION
      2.22.   Pro
      Rata Treatment. 

     

    (a)  Except
      as
      permitted under Sections 2.18, 2.19(c), 2.20 and 2.21,

     

    (i)  
      each
      Term Loan Borrowing, each payment or prepayment of principal of any Term Loan
      Borrowing, each payment of interest on the Term Loans and each reduction of
      the
      Term Commitment shall be allocated pro rata among the Term Lenders in accordance
      with their respective Term Percentages;

     

    (ii)  each
      Revolving Credit Borrowing, each payment or prepayment of principal of any
      Revolving Credit Borrowing, each payment of interest on the Revolving Credit
      Loans, each payment of Commitment Fees, each reduction of the Total Revolving
      Commitment and each refinancing of any Borrowing with, or conversion of any
      Borrowing to, a Revolving Credit Borrowing, or continuation of any Borrowing
      as
      a Revolving Credit Borrowing, shall be allocated pro rata among the Revolving
      Lenders in accordance with their respective Revolving Percentages. 

     

    (b)  Each
      Lender agrees that in computing such Lender’s portion of any Borrowing to be
      made hereunder, the Administrative Agent may, in its discretion, round each
      Lender’s percentage of such Borrowing computed in accordance with Section 2.1,
      to the next higher or lower whole dollar amount.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      2.23.   Right
      of Setoff. 

     

    If
      any
      Event of Default shall have occurred and be continuing and any Lender shall
      have
      directed the Administrative Agent to declare the Loans immediately due and
      payable pursuant to Section 7, each Lender and each of such Lender’s Affiliates
      is hereby authorized at any time and from time to time, to the fullest extent
      permitted by Applicable Law, to set off and apply any and all deposits (general
      or special, time or demand, provisional or final) at any time held by such
      Lender or Affiliate and any other indebtedness at any time owing by such Lender
      or Affiliate to, or for the credit or the account of, (i) the Borrower, against
      any of and all the obligations of the Borrower now or hereafter existing under
      this Agreement and the Loans to the Borrower held by such Lender, or (ii) any
      Subsidiary Borrower, against any of and all the obligations of such Subsidiary
      Borrower now or hereafter existing under this Agreement and the Loans to such
      Subsidiary Borrower held by such Lender, irrespective of whether or not such
      Lender shall have made any demand under this Agreement or such Loans and
      although such Obligations may be unmatured. Each Lender or Lender’s Affiliate
      agrees promptly to notify the Borrower or such Subsidiary Borrower, as
      applicable, after any such setoff and application made by such Lender or
      Affiliate, but the failure to give such notice shall not affect the validity
      of
      such setoff and application. The rights of each Lender and its Affiliates under
      this Section 2.23 are in addition to other rights and remedies (including other
      rights of setoff) which such Lender and Affiliates may have.

     

    SECTION
      2.24.   Manner
      of Payments. 

     

    All
      payments by the Borrower and any Subsidiary Borrower hereunder shall be made
      in
      Dollars, except that prepayments or repayments in respect of Loans, including
      any interest thereon, shall be made in the Currency in which such Loan is
      denominated, in Federal or other immediately available funds without deduction,
      setoff or counterclaim at the Funding Office no later than 1:00 P.M., New York
      City time, on the date on which such payment shall be due. Interest in respect
      of any Loan hereunder shall accrue from and including the date of such Loan
      to,
      but excluding, the date on which such Loan is paid or refinanced with a Loan
      of
      a different Interest Rate Type.

     

    SECTION
      2.25.   Taxes. 

     

    (a)  Any
      and
      all payments by or on account of any obligation of the Borrower or any
      Subsidiary Borrower hereunder shall be made free and clear of and without
      deduction for any Indemnified Taxes or Other Taxes; provided
      that if
      the Borrower or any Subsidiary Borrower shall be required to deduct any
      Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
      shall be increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this Section
      2.25) the Administrative Agent or Lender, as the case may be, receives an amount
      equal to the sum it would have received had no such deductions been made, (ii)
      the Borrower or the relevant Subsidiary Borrower shall make such deductions
      and
      (iii) the Borrower or the relevant Subsidiary Borrower shall pay the full amount
      deducted to the relevant Governmental Authority in accordance with Applicable
      Law.

     

    (b)  In
      addition, the Borrower or any relevant Subsidiary Borrower shall pay any Other
      Taxes to the relevant Governmental Authority in accordance with Applicable
      Law.

     

    (c)  If
      the
      United States Internal Revenue Service or other Governmental Authority of the
      United States of America or other jurisdiction asserts a claim against the
      Administrative Agent or a Lender that the full amount of Indemnified Taxes
      or
      Other Taxes has not been paid, the Borrower and each Subsidiary Borrower shall
      indemnify the Administrative Agent and each Lender within 10 days after written
      demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
      paid by the Administrative Agent or such Lender, as the case may be, on or
      with
      respect to any payment by or on 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    account
      of any obligation of the Borrower or such Subsidiary Borrower hereunder
      (including Indemnified Taxes or Other Taxes imposed or asserted on or
      attributable to amounts payable under this Section 2.25) and any penalties,
      interest and reasonable expenses arising therefrom or with respect thereto,
      whether or not such Indemnified Taxes or Other Taxes were correctly or legally
      imposed or asserted by the relevant Governmental Authority (other that those
      resulting from the Administrative Agent or Lender’s gross negligence or willful
      misconduct). A certificate (along with a copy of the applicable documents from
      the United States Internal Revenue Service or other Governmental Authority
      of
      the United States of America or other jurisdiction that asserts such claim)
      as
      to the amount of such payment or liability and setting forth in reasonable
      detail the calculation and basis for such payment or liability delivered to
      the
      Borrower or the relevant Subsidiary Borrower by a Lender or by the
      Administrative Agent on its own behalf or on behalf of a Lender, shall be
      conclusive absent manifest error.

     

    (d)  As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrower or any Subsidiary Borrower to a Governmental Authority, the Borrower
      or
      such Subsidiary Borrower shall deliver to the Administrative Agent the original
      or a certified copy of a receipt issued by such Governmental Authority
      evidencing such payment, a copy of the return reporting such payment or other
      evidence of such payment reasonably satisfactory to the Administrative
      Agent.

     

    (e)  Any
      Lender that is entitled to an exemption from or reduction of withholding Tax
      with respect to payments under this Agreement shall deliver to the Borrower
      (with a copy to the Administrative Agent), at the time such Lender becomes
      a
      party to this Agreement and at any other time or times reasonably requested
      by
      the Borrower, such properly completed and executed documentation prescribed
      by
      Applicable Law or reasonably requested by the Borrower as will permit such
      payments to be made without withholding or at a reduced rate. Each Lender and
      Administrative Agent that is a United States Person, as defined in Section
      7701(a)(30) of the Code (other than Persons that are corporations or otherwise
      exempt from United States backup withholding Tax), shall deliver at the time(s)
      and in the manner(s) prescribed by Applicable Law, to the Borrower and the
      Administrative Agent (as applicable), a properly completed and duly executed
      United States Internal Revenue Form W-9, or any successor form, certifying
      that
      such Person is exempt from United States backup withholding Tax on payments
      made
      hereunder. 

     

    (f)  If
      the
      Administrative Agent or a Lender determines, in its sole good-faith discretion,
      that it has received a refund of any Taxes or Other Taxes as to which it has
      been indemnified by the Borrower or any Subsidiary Borrower or with respect
      to
      which the Borrower or any Subsidiary Borrower has paid additional amounts
      pursuant to this Section 2.25, it shall pay over such refund to the Borrower
      or
      such Subsidiary Borrower (but only to the extent of indemnity payments made,
      or
      additional amounts paid, by the Borrower or such Subsidiary Borrower under
      this
      Section 2.25 with respect to the Taxes or Other Taxes giving rise to such
      refund), net of all out-of-pocket expenses of the Administrative Agent or such
      Lender and without interest (other than any interest paid by the relevant
      Governmental Authority with respect to such refund); provided
      that the
      Borrower or such Subsidiary Borrower, upon the request of the Administrative
      Agent or such Lender, agrees to repay the amount paid over to the Borrower
      or
      such Subsidiary Borrower (plus any penalties, interest or other charges imposed
      by the relevant Governmental Authority) to the Administrative Agent or such
      Lender in the event the Administrative Agent or such Lender is required to
      repay
      such refund to such Governmental Authority. This Section 2.25 shall not be
      construed to require the Administrative Agent or any Lender to make available
      its Tax returns (or any other information relating to its Taxes which it deems
      confidential) to the Borrower, any Subsidiary Borrower or any other
      Person.

     

    (g)  Each
      Lender agrees (i) that as between it and the Borrower, any Subsidiary Borrower
      or the Administrative Agent, it shall be the Person to deduct and withhold
      Taxes, and to the extent required by law it shall deduct and withhold Taxes,
      on
      amounts that such Lender may remit to any other 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Person(s)
      by reason of any undisclosed transfer or assignment of an interest in this
      Agreement to such other Person(s) pursuant to paragraph (g) of Section 10.3
      and
      (ii) to indemnify the Borrower, any Subsidiary Borrower and the Administrative
      Agent and any officers, directors, agents, or employees of the Borrower, any
      Subsidiary Borrower or the Administrative Agent against, and to hold them
      harmless from, any Tax, interest, additions to Tax, penalties, reasonable
      counsel and accountants’ fees, disbursements or payments arising from the
      assertion by any appropriate Governmental Authority of any claim against them
      relating to a failure to withhold Taxes as required by Applicable Law with
      respect to amounts described in clause (i) of this paragraph (g).

     

    (h)  Each
      assignee of a Lender’s interest in this Agreement in conformity with Section
      10.3 shall be bound by this Section 2.25, so that such assignee will have all
      of
      the obligations and provide all of the forms and statements and all indemnities,
      representations and warranties required to be given under this Section
      2.25.

     

    SECTION
      2.26.   [Reserved]. 

     

    SECTION
      2.27.   Prepayments
      Required Due to Currency Fluctuation.
      (a)
      Not
      later than 1:00 P.M., New York City time, on the last Business Day of each
      fiscal quarter or at such other time as is reasonably determined by the
      Administrative Agent (the “Calculation
      Time”),
      the
      Administrative Agent shall determine the Dollar Equivalent of the Revolving
      Credit Exposure as of such date.

     

    (b)
      If at
      the Calculation Time, the Dollar Equivalent of the Revolving Credit Exposure
      exceeds the Total Revolving Commitment by 5% or more, then within five Business
      Days after notice thereof to the Borrower from the Administrative Agent, the
      Borrower shall prepay Revolving Credit Loans or Swingline Loans (or cause any
      Subsidiary Borrower to make such prepayment) in an aggregate principal amount
      at
      least equal to such excess. Nothing set forth in this Section 2.27(b) shall
      be
      construed to require the Administrative Agent to calculate compliance under
      this
      Section 2.27(b) other than at the times set forth in Section 2.27(a).


     

    SECTION
      2.28.   Letters
      of Credit. 

     

    (a)  (i)
      Prior to
      the Effective Date, the Existing Issuing Lender(s) have issued the Existing
      Letters of Credit which, from and after the Effective Date, shall constitute
      Letters of Credit hereunder. Upon the terms and subject to the conditions
      hereof, each Issuing Lender agrees to issue standby letters of credit (the
      letters of credit issued on and after the Effective Date pursuant to this
      Section 2.28, together with the Existing Letters of Credit, collectively, the
      “Letters
      of Credit”)
      payable in Dollars from time to time after the Effective Date and prior to
      the
      earlier of the Maturity Date and the termination of the Revolving Commitments,
      upon the request of the Borrower or any Subsidiary Borrower, provided
      that (A)
      neither the Borrower nor any Subsidiary Borrower shall request that any Letter
      of Credit be issued or reinstated if, after giving effect thereto, the Revolving
      Exposure would exceed the Total Revolving Commitment, (B) in no event shall
      any
      Issuing Lender issue (x) any Letter of Credit having an expiration date later
      than five Business Days before the Maturity Date or (y) any Letter of Credit
      having an expiration date more than one year after its date of issuance,
provided
      that any
      Letter of Credit with a one-year tenor may provide for the renewal (automatic
      or
      otherwise) thereof for additional one-year periods (which shall in no event
      extend beyond the date referred to in clause (x) above), (C) neither the
      Borrower nor any Subsidiary Borrower shall request that an Issuing Lender issue
      or reinstate any Letter of Credit if, after giving effect to such issuance
      or
      reinstatement, the L/C Exposure would exceed $250,000,000 and (D) an Issuing
      Lender shall be prohibited from issuing Letters of Credit hereunder upon the
      occurrence and during the continuance of an Event of Default (provided
      that
      such Issuing Lender shall have received notice of such Event of Default


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    pursuant
      to Section 8.4 hereof and provided further
      that
      such notice shall be received at least 24 hours prior to the date on which
      any
      Letter of Credit is to be issued). The Administrative Agent will, upon request
      of any Issuing Lender, confirm the total amount of L/C Exposure and the
      aggregate outstanding Loans held by such Issuing Lender.

     

    (ii)  Immediately
      upon the issuance of each Letter of Credit, each Revolving Lender shall be
      deemed to, and hereby agrees to, have irrevocably purchased from the applicable
      Issuing Lender, a participation in such Letter of Credit. In consideration
      and
      in furtherance of the foregoing, each Revolving Lender hereby absolutely and
      unconditionally agrees to pay to the Administrative Agent, for the account
      of
      such Issuing Lender, such Lender’s Revolving Percentage of the Total Revolving
      Commitment, multiplied by the amount paid by such Issuing Lender in respect
      of a
      Letter of Credit, issued by such Issuing Lender and not reimbursed by the
      Borrower or the relevant Subsidiary Borrower on the date due as provided in
      this
      Section 2.28, or of any reimbursement payment required to be refunded to the
      Borrower or the relevant Subsidiary Borrower for any reason. Each Revolving
      Lender acknowledges and agrees that its obligation to acquire participations
      pursuant to this paragraph in respect of Letters of Credit is absolute and
      unconditional and shall not be affected by any circumstance whatsoever,
      including any amendment, renewal or extension of any Letter of Credit or the
      occurrence and continuance of a Default or reduction or termination of the
      Commitments, and that each such payment shall be made without any offset,
      abatement, withholding or reduction whatsoever.

     

    (iii)  Neither
      the Administrative Agent, the Lenders, any Issuing Lender, nor any of their
      Related Parties, shall have any liability or responsibility by reason of or
      in
      connection with the issuance or transfer of any Letter of Credit or any payment
      or failure to make any payment thereunder, or any error, omission, interruption,
      loss or delay in transmission or delivery of any draft, notice or other
      communication under or relating to any Letter of Credit (including any document
      required to make a drawing thereunder), any error in interpretation of technical
      terms or any consequence arising from causes beyond the control of any Issuing
      Lender; provided
      that the
      foregoing shall not be construed to excuse any Issuing Lender from liability
      to
      the Borrower or the relevant Subsidiary Borrower to the extent of any direct
      damages (as opposed to consequential damages, claims in respect of which are
      hereby waived by the Borrower and any Subsidiary Borrower to the extent
      permitted by applicable law) suffered by the Borrower or the relevant Subsidiary
      Borrower that are caused by such Issuing Lender’s failure to exercise care when
      determining whether drafts and other documents presented under a Letter of
      Credit comply with the terms thereof. 

     

    (iv)  Each
      Letter of Credit may, at the option of the applicable Issuing Lender, provide
      that such Issuing Lender may (but shall not be required to) pay all or any
      part
      of the maximum amount which may at any time be available for drawing thereunder
      to the beneficiary thereof upon the occurrence of an Event of Default and the
      acceleration of the maturity of the Loans, provided
      that, if
      payment is not then due to the beneficiary, such Issuing Lender shall deposit
      the funds in question in an account with such Issuing Lender to secure payment
      to the beneficiary and any funds so deposited shall be paid to the beneficiary
      of the Letter of Credit if conditions to such payment are satisfied or returned
      to the Administrative Agent for distribution to the Lenders (or, if all
      Obligations shall have been paid in full in cash, to the Borrower or the
      relevant Subsidiary Borrower) if no payment to the beneficiary has been made
      and
      the final date available for drawings under the Letter of Credit has passed.
      Each payment or deposit of funds by an Issuing Lender as provided in this
      paragraph shall be treated for all purposes of this Agreement as a drawing
      duly
      honored by such Issuing Lender under the related Letter of Credit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Whenever
      the Borrower or any Subsidiary Borrower desires the issuance of a Letter of
      Credit, it shall hand deliver or telecopy (or transmit by electronic
      communication, if arrangements for doing so have been approved by the applicable
      Issuing Lender) to the Administrative Agent and the applicable Issuing Lender
      a
      written notice no later than 1:00 P.M. (New York time) at least five Business
      Days prior to the proposed date of issuance; provided,
      however,
      the
      Borrower or the relevant Subsidiary Borrower and the Administrative Agent and
      such Issuing Lender may agree to a shorter time period. That notice shall
      specify (i) the Issuing Lender for such Letter of Credit, (ii) the proposed
      date
      of issuance (which shall be a Business Day under the laws of the jurisdiction
      of
      the applicable Issuing Lender), (iii) the face amount of the Letter of Credit,
      (iv) the expiration date of the Letter of Credit and (v) the name and address
      of
      the beneficiary and (vi) such other information as shall be necessary to
      prepare, amend, renew or extend such Letter of Credit. Such notice shall be
      accompanied by a brief description of the underlying transaction and upon the
      request of the applicable Issuing Lender, the Borrower or the relevant
      Subsidiary Borrower shall provide additional details regarding the underlying
      transaction. If requested by an Issuing Lender, the Borrower or the relevant
      Subsidiary Borrower also shall submit a letter of credit application on the
      Issuing Lender’s standard form in connection with any request for a Letter of
      Credit, which form shall be furnished in accordance with Section 10.1. In the
      event of any inconsistency between the terms and conditions of this Agreement
      and the terms and conditions of any form of letter of credit application or
      other agreement submitted by the Borrower or the relevant Subsidiary Borrower
      to, or entered into by the Borrower or the relevant Subsidiary Borrower with,
      any Issuing Lender relating to any Letter of Credit, the terms and conditions
      of
      this Agreement shall control. Concurrently with the giving of written notice
      of
      a request for the issuance of a Letter of Credit, the Borrower or the relevant
      Subsidiary Borrower shall specify a precise description of the documents and
      the
      verbatim text of any certificate to be presented by the beneficiary of such
      Letter of Credit which, if presented by such beneficiary prior to the expiration
      date of the Letter of Credit, would require the applicable Issuing Lender to
      make payment under the Letter of Credit; provided
      that the
      applicable Issuing Lender, in its reasonable discretion, may require customary
      changes in any such documents and certificates. Upon issuance of any Letter
      of
      Credit, the applicable Issuing Lender shall notify the Administrative Agent
      of
      the issuance of such Letter of Credit. Promptly after receipt of such notice,
      the Administrative Agent shall notify each Lender of the issuance and the amount
      of each such Lender’s respective participation therein.

     

    (c)  The
      payment of drafts under any Letter of Credit shall be made in accordance with
      the terms of such Letter of Credit and, in that connection, any Issuing Lender
      shall be entitled to honor any drafts and accept any documents presented to
      it
      by the beneficiary of such Letter of Credit in accordance with the terms of
      such
      Letter of Credit and believed by such Issuing Lender in good faith to be
      genuine. No Issuing Lender shall have any duty to inquire as to the accuracy
      or
      authenticity of any draft or other drawing documents which may be presented
      to
      it, but shall be responsible only to determine in accordance with customary
      commercial practices that the documents which are required to be presented
      before payment or acceptance of a draft under any Letter of Credit have been
      delivered and that they comply on their face with the requirements of that
      Letter of Credit.

     

    (d)  If
      any
      Issuing Lender shall be requested to make payment on any draft presented under
      a
      Letter of Credit, such Issuing Lender shall give notice of such request for
      payment to the Administrative Agent and the Administrative Agent shall give
      notice to each Revolving Lender no later than 3:00 P.M. New York City time
      of
      its respective participation therein on behalf of such Issuing Lender. Each
      Revolving Lender hereby authorizes and requests such Issuing Lender to advance
      for its account pursuant to the terms hereof its share of such payment based
      upon its participation in the Letter of Credit and agrees to reimburse such
      Issuing Lender in immediately available funds for the amount so advanced on
      its
      behalf no later than 4:00 P.M. New York City time on the date such Issuing
      Lender makes such request. If such reimbursement is not made by any Revolving
      Lender in immediately available funds on the same day on which such Issuing
      Lender shall have made payment on any such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    draft
      presented under a Letter of Credit, such Lender shall pay interest thereon
      to
      such Issuing Lender at a rate per annum equal to the Issuing Lender’s cost of
      obtaining overnight funds in the New York Federal Funds Market.

     

    (e)  In
      the
      case of any draft presented under a Letter of Credit (provided
      that the
      conditions specified in Section 4.2 are then satisfied, and notwithstanding
      the
      limitations as to the aggregate principal amount of ABR Loans set forth in
      Section 2.2(a), as to the time of funding of a Borrowing set forth in Section
      2.2(c) and as to the time of notice of a proposed Borrowing set forth in Section
      2.4), payment by the applicable Issuing Lender of such draft shall constitute
      an
      ABR Loan hereunder, and interest shall accrue from the date the applicable
      Issuing Lender makes such payment, which ABR Loan, upon and to the extent that
      a
      Revolving Lender shall have made reimbursement to the applicable Issuing Lender
      pursuant to Section 2.28(d), shall constitute such Lender’s ABR Loan hereunder.
      If any draft is presented under a Letter of Credit and (i) the conditions
      specified in Section 4.2 are not satisfied or (ii) if the Revolving Commitments
      have been terminated, then the Borrower or the relevant Subsidiary Borrower
      will, upon demand by the Administrative Agent or the applicable Issuing Lender,
      on the same Business Day of such draft (or on the next Business Day if notice
      of
      such draft is received after 10:00 A.M. New York City time), pay to the
      applicable Issuing Lender, in immediately available funds, the full amount
      of
      such draft. 

     

    (f)  (i)The
      Borrower and each Subsidiary Borrower agree to pay the following amount to
      each
      Issuing Lender with respect to Letters of Credit issued by it
      hereunder:

     

    (A)  with
      respect to drawings made under any Letter of Credit issued for the account
      of
      the Borrower or such Subsidiary Borrower, interest, payable on demand, on the
      amount paid by such Issuing Lender in respect of each such drawing from the
      date
      of the drawing to, but excluding, the date such amount is reimbursed by the
      Borrower or such Subsidiary Borrower at a rate which is at all times equal
      to 2%
      per annum (without duplication of any amounts payable under Section 2.14) in
      excess of the Alternate Base Rate plus the applicable margin therefor calculated
      pursuant to Section 2.13(b); provided
      that no
      such default interest shall be payable if such reimbursement is made (a) from
      the proceeds of Revolving Credit Loans or (b) otherwise in compliance with
      Section 2.28(e);

     

    (B)  with
      respect to the issuance, amendment or transfer of each Letter of Credit issued
      for the account of the Borrower or such Subsidiary Borrower and each drawing
      made thereunder, documentation and processing charges in accordance with such
      Issuing Lender’s standard schedule for such charges in effect at the time of
      such issuance, amendment, transfer or drawing, as the case may be;
      and

     

    (C)  a
      fronting fee computed at the rate agreed to by the Borrower and the applicable
      Issuing Lender (but, in any event, not greater than 0.125% per annum), on the
      daily average face amount of each outstanding Letter of Credit issued by such
      Issuing Lender for the account of the Borrower or such Subsidiary Borrower,
      such
      fee to be due and payable in arrears on and through the last day of each fiscal
      quarter of the Borrower, on the Maturity Date and on the expiration of the
      last
      outstanding Letter of Credit.

     

    (ii)  The
      Borrower and each Subsidiary Borrower agree to pay to the Administrative Agent
      for distribution to each Revolving Lender in respect of all outstanding Letters
      of Credit issued for the account of the Borrower or such Subsidiary Borrower,
      such Lender’s pro rata share of a commission on the maximum amount available
      from time to time to 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    be
      drawn
      under such outstanding Letters of Credit calculated at a rate per annum equal
      to
      the LIBOR Spread applicable to Revolving Credit Loans from time to time in
      effect hereunder. Such commission shall be payable in arrears on and through
      the
      last day of each fiscal quarter of the Borrower and on the later of the Maturity
      Date and the expiration of the last outstanding Letter of Credit.

     

    (iii)  Promptly
      upon receipt by any Issuing Lender or the Administrative Agent (as applicable)
      of any amount described in clause (i)(A) or (ii) of this Section 2.28(f), or
      any
      amount described in Section 2.28(e) previously reimbursed to the applicable
      Issuing Lender by the Revolving Lenders, such Issuing Lender shall distribute
      such amount to the Administrative Agent and the Administrative Agent shall
      distribute to each Revolving Lender (other than to any Revolving Lender which
      has failed to reimburse the Issuing Lender for the applicable drawing) its
      pro
      rata share of such amount. Amounts payable under clauses (i)(B) and (i)(C)
      of
      this Section 2.28(f) shall be paid directly to the Issuing Lender and shall
      be
      for its exclusive use.

     

    (iv)  The
      obligation of the Borrower and each Subsidiary Borrower to reimburse payments
      made with respect to any Letter of Credit as provided in this Section 2.28
      shall
      be absolute, unconditional and irrevocable, and shall be performed strictly
      in
      accordance with the terms of this Agreement under any and all circumstances
      whatsoever and irrespective of any event or circumstance whatsoever that might
      constitute a legal or equitable discharge of, or provide a right of setoff
      against, the Borrower’s or such Subsidiary Borrower’s Obligations, as the case
      may be, hereunder. 

     

    (g)  If
      at any
      time when an Event of Default shall have occurred and be continuing, any Letters
      of Credit shall remain outstanding, then either the applicable Issuing
      Lender(s), the Administrative Agent or the Required Lenders may, at its or
      their
      option, require the Borrower or the relevant Subsidiary Borrower to deposit
      Cash
      Equivalents in a Cash Collateral Account in an amount equal to the full amount
      of the L/C Exposure or to furnish other security acceptable to the
      Administrative Agent and the applicable Issuing Lender(s), provided
      that the
      obligation to deposit such cash collateral shall become effective within one
      Business Day after the Borrower and/or such Subsidiary Borrower receives notice
      from the applicable Issuing Lender, the Administrative Agent or the Required
      Lenders, and provided,
      further
      that
      such deposit shall become immediately due and payable, without demand or other
      notice of any kind, upon the occurrence of any Event of Default with respect
      to
      the Borrower described in clause (f) or (g) of Section 7. Such deposit
      shall be held by the Administrative Agent as collateral for the Obligations.
      The
      Administrative Agent shall have exclusive dominion and control, including the
      exclusive right of withdrawal, over such account. Other than any interest earned
      on the investment of such deposits, which investments shall be made in Cash
      Equivalents and at the option and sole discretion of the Administrative Agent
      and at the Borrower’s and/or the relevant Subsidiary Borrower’s risk and
      expense, such deposits shall not bear interest. Interest or profits, if any,
      on
      such investments shall accumulate in such account. Any amounts so delivered
      pursuant to the preceding sentence shall be applied to reimburse the applicable
      Issuing Lender(s) for the amount of any drawings honored under Letters of Credit
      issued by it. If the Borrower or any Subsidiary Borrower is required to deposit
      Cash Equivalents (or other security) pursuant to the provisions of this Section
      2.28(g) as a result of the occurrence of an Event or Default, such amount (to
      the extent not applied as set forth in the preceding provisions of this
      paragraph) shall be returned by the Administrative Agent to the Borrower or
      such
      Subsidiary Borrower within three Business Days after such Event of Default
      has
      been cured or waived.

     

    (h)  If
      at any
      time, the sum of the Revolving Credit Exposure exceeds the aggregate Revolving
      Commitments, then the Administrative Agent or the Required Lenders may, at
      its
      or their option, require the Borrower and/or any Subsidiary Borrower to deposit
      Cash Equivalents in a Cash Collateral Account in an amount sufficient to
      eliminate such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    excess
      or
      to furnish other security for such excess acceptable to the Administrative
      Agent. Any amounts so delivered pursuant to the preceding sentence shall be
      applied to reimburse the applicable Issuing Lender(s) for the amount of any
      drawings honored under Letters of Credit issued for the account of the Borrower
      or such Subsidiary Borrower and held as cash collateral for the Obligations.
      If
      the Borrower or any Subsidiary Borrower is required to deposit Cash Equivalents
      (or other security) pursuant to the provisions of this Section 2.28(h), such
      amount (to the extent not applied as set forth in the preceding sentence) shall
      be returned by the Administrative Agent to the Borrower or such Subsidiary
      Borrower within three Business Days after such excess is reduced to
      $0.

     

    (i)  Upon
      the
      request of the Administrative Agent, each Issuing Lender shall furnish to the
      Administrative Agent copies of any Letter of Credit issued by such Issuing
      Lender and such related documentation as may be reasonably requested by the
      Administrative Agent.

     

    (j)  Notwithstanding
      the termination of the Commitments and the payment of the Loans, the obligations
      of the Borrower, any Subsidiary Borrower and the Lenders under this Section
      2.28
      shall remain in full force and effect until the Administrative Agent, each
      Issuing Lender and the Lenders shall have been irrevocably released from their
      obligations with regard to any and all Letters of Credit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      2.29.   New
      Local Facilities.
      (a)
      The
      Borrower may at any time or from time to time after the Effective Date, by
      notice to the Administrative Agent and the Revolving Lenders, request the
      Revolving Lenders to designate a portion of their respective Revolving
      Commitments to make Revolving Extensions of Credit denominated in Dollars and
      any Optional Currency in a jurisdiction outside of the United States pursuant
      to
      a newly established sub-facility under the Revolving Facility (each, a
“New
      Local Facility”);
      provided
      that
      (i) both at the time of any such request and upon the effectiveness of any
      Local Facility Amendment referred to below, no Default or Event of Default
      shall
      have occurred and be continuing and (ii) the Borrower and its Subsidiaries
      shall be in compliance with the covenants set forth in Sections 6.5 and 6.6
      as of the last day of the most recently ended fiscal quarter; provided further
      that (i)
      the L/C Exposure outstanding as of the date of the establishment of a New Local
      Facility shall be deemed to be outstanding under such New Local Facility on
      a
      pro rata basis in accordance with the aggregate Revolving Commitments (it being
      understood that thereafter, new L/C Exposure shall not reduce the availability
      under such New Local Facility, except to the extent Letters of Credit are issued
      thereunder) and (ii) no Lender shall be required to make Revolving Extensions
      of
      Credit in excess of its Revolving Commitment. Each New Local Facility shall
      be
      in a minimum Dollar Equivalent amount of $10,000,000. Each notice from the
      Borrower pursuant to this Section 2.29 shall set forth the requested amount
      and
      proposed terms of the relevant New Local Facility. Revolving Lenders wishing
      to
      designate a portion of their Revolving Commitments to a New Local Facility
      (each, a “New
      Local Facility Lender”)
      shall
      have such portion of their Revolving Commitment designated to such New Local
      Facility on a pro rata basis in accordance with the aggregate Revolving
      Commitments of the other New Local Facility Lenders. The designation of
      Revolving Commitments to any New Local Facility shall be made pursuant to an
      amendment (each, a “Local
      Facility Amendment”)
      to
      this Agreement and, as appropriate, the other Fundamental Documents, executed
      by
      the Loan Parties, the Administrative Agent and each New Local Facility Lender.
      Any Local Facility Amendment may, without the consent of any other Lenders,
      effect such amendments to this Agreement and the other Fundamental Documents
      as
      may be necessary or appropriate, in the reasonable opinion of the Administrative
      Agent and the Borrower, to effect the provisions of this Section, a copy of
      which shall be made available to each Lender. The effectiveness of any Local
      Facility Amendment shall be subject to the satisfaction on the date thereof
      of
      each of the conditions set forth in Section 4.2 and such other conditions
      as the parties thereto shall agree. No Revolving Lender shall be obligated
      to
      transfer any portion of its Revolving Commitments to a New Local Facility unless
      it so agrees.

     

    (b)  This
      Section 2.29 shall supersede any provision in Section 10.9 to
      the contrary as it relates to any Local Facility Amendment.

     

    
      	3.  	
              REPRESENTATIONS
                AND WARRANTIES OF BORROWER

            


    

     

    In
      order
      to induce the Lenders to enter into this Agreement and to make the Loans and
      issue and participate in the Letters of Credit provided for herein, the Borrower
      makes the following representations and warranties to the Administrative Agent
      and the Lenders, all of which shall survive the execution and delivery of this
      Agreement and the making of the Loans and issuance of the Letters of
      Credit:

     

    SECTION
      3.1.   Corporate
      Existence and Power. 

     

    (a)  Since
      the
      Effective Date, the Borrower has been duly organized and is validly existing
      in
      good standing under the laws of its jurisdiction of organization and is in
      good
      standing or has applied for authority to operate as a foreign corporation or
      other organization in all jurisdictions where the nature of its properties
      or
      business so requires it and where a failure to be in good standing as a foreign
      corporation or other organization would reasonably be expected to have Material
      Adverse Effect. The Borrower has the corporate power to execute, deliver and
      perform its obligations under this Agreement 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    and
      the
      other Fundamental Documents and other documents contemplated hereby and to
      borrow hereunder.

     

    (b)  Since
      the
      Effective Date, the Subsidiaries of the Borrower have been duly organized and
      are validly existing in good standing under the laws of their respective
      jurisdictions of organization and are in good standing or have applied for
      authority to operate as a foreign corporation or other organization in all
      jurisdictions where the nature of their properties or business so requires
      it
      and where a failure to be in good standing as a foreign corporation or other
      organization would reasonably be expected to have Material Adverse Effect.
      

     

    SECTION
      3.2.   Corporate
      Authority, No Violation and Compliance with Law. 

     

    The
      execution, delivery and performance of this Agreement and the other Fundamental
      Documents and the borrowings hereunder (a) have been duly authorized by all
      necessary corporate action on the part of the Borrower, (b) will not violate
      any
      provision of any Applicable Law (including any laws related to franchising)
      applicable to the Borrower or any of its Subsidiaries or any of their respective
      properties or assets, (c) will not violate any provision of the certificate
      of
      incorporation or by-laws or other organizational documents of the Borrower
      or
      any of its Subsidiaries, (d) will not violate or be in conflict with, result
      in
      a breach of, or constitute (with due notice or lapse of time or both) a default
      under, any material indenture, bond, note, instrument or any other material
      agreement to which the Borrower or any of its Subsidiaries is a party or by
      which the Borrower or any of its Subsidiaries or any of their respective
      properties or assets are bound and (e) will not result in the creation or
      imposition of any Lien upon any property or assets of the Borrower or any of
      its
      Subsidiaries other than pursuant to this Agreement or any other Fundamental
      Document. 

     

    SECTION
      3.3.   Governmental
      and Other Approval and Consents. 

     

    No
      action, consent or approval of, or registration or filing with, or any other
      action by, any governmental agency, bureau, commission or court is required
      in
      connection with the execution, delivery and performance by the Borrower of
      this
      Agreement or the other Fundamental Documents, except such as have been obtained
      or made and are in full force and effect.

     

    SECTION
      3.4.   Financial
      Statements of Borrower. 

     

    (a)  The
      unaudited pro forma
      balance
      sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2006
      (including the notes thereto) (the “Pro
      Forma Balance Sheet”),
      copies of which have heretofore been furnished to each Lender, has been prepared
      giving effect (as if such events had occurred on such date) to (i) the
      consummation of the Spin-Off, (ii) the Loans to be made on the Term Loan Funding
      Date and the use of proceeds thereof, and (iii) the payment of fees and expenses
      in connection with the foregoing. The Pro Forma Balance Sheet has been prepared
      based on the best information available to the Borrower as of the date of
      delivery thereof, and presents fairly on a pro forma
      basis
      the estimated financial position of the Borrower and its Consolidated
      Subsidiaries as of March 31, 2006, assuming that the events specified in the
      preceding sentence had actually occurred at such date. It is understood that
      the
      Pro Forma Balance Sheet is not necessarily indicative of the financial condition
      that would have resulted had the transactions described above occurred on the
      indicated date.

     

    (b)  The
      (i)
      audited balance sheets of the Travelport Businesses of Cendant as at December
      31, 2005 and December 31, 2004, and the related consolidated statements of
      income and of cash flows for the fiscal years ended on such dates and (ii)
      unaudited balance sheet of the Travelport Businesses of Cendant as of March
      31,
      2006, and the related consolidated statements of income and of cash flows for
      the three-month period ended on such date (the “Consolidated
      Financial Statements”),
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    fairly
      present the financial condition of the Travelport Businesses of Cendant as
      at
      the dates indicated and the results of operations and cash flows for the periods
      indicated in conformity with GAAP, subject to normal year end adjustments in
      the
      case of the March 31, 2006 financial statements. 

     

    SECTION
      3.5.   No
      Change. 

     

    Except
      for Disclosed Matters, since the date of the most recent audited financial
      statements referred to in Section 3.4, there has been no development or event
      that has had or would reasonably be expected to have a Material Adverse
      Effect.

     

    SECTION
      3.6.   Copyrights,
      Patents and Other Rights. 

     

    Since
      the
      Effective Date, each of the Borrower and its Subsidiaries (a) owns, or is
      licensed to use, all trademarks, tradenames, copyrights, patents and other
      intellectual property material to its business, except where the failure to
      do
      so would not reasonably be expected to have a Material Adverse Effect and (b)
      to
      their knowledge, the use thereof by the Borrower and its Subsidiaries does
      not
      infringe upon the rights of any other Person, except, in each case, as would
      not
      reasonably be expected to have a Material Adverse Effect for any such
      infringements that, individually or in the aggregate, would not reasonably
      be
      expected to have Material Adverse Effect.

     

    SECTION
      3.7.   Title
      to Properties. 

     

    Except
      as
      described on Schedule 3.7 and subject to Section 3.6, since the Effective Date,
      each of the Borrower or its Subsidiaries has good title or valid leasehold
      interests to each of the properties and assets reflected on the most recent
      balance sheet referred to in Section 3.4 (other than properties or assets owned
      by a Person that is consolidated with the Borrower or any of its Subsidiaries
      under GAAP but is not a Subsidiary of the Borrower ), except for defects in
      title or interests that could not reasonably be expected to have Material
      Adverse Effect, and all such properties and assets are free and clear of Liens,
      except Permitted Encumbrances.

     

    SECTION
      3.8.   Litigation. 

     

    Except
      for Disclosed Matters, there are no lawsuits or other proceedings pending
      (including, but not limited to, matters relating to Environmental Law and
      Environmental Liability), or, to the knowledge of the Borrower, threatened,
      against or affecting the Borrower or any of its Subsidiaries or any of their
      respective properties, by or before any Governmental Authority or arbitrator,
      which would reasonably be expected to have Material Adverse Effect. Neither
      the
      Borrower nor any of its Subsidiaries is in default with respect to any order,
      writ, injunction, decree, rule or regulation of any Governmental Authority,
      which default would reasonably be expected to have Material Adverse
      Effect.

     

    SECTION
      3.9.   Federal
      Reserve Regulations. 

     

    Neither
      the Borrower nor any of its Subsidiaries is engaged principally, or as one
      of
      its important activities, in the business of extending credit for the purpose
      of
      purchasing or carrying any Margin Stock. No part of the proceeds of the Loans
      will be used, whether immediately, incidentally or ultimately, for any purpose
      violative of or inconsistent with any of the provisions of Regulation U or
      X of
      the Board.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      3.10.   Investment
      Company Act. 

     

    The
      Borrower is not, and will not during the term of this Agreement be, an
“investment company” subject to regulation under the Investment Company Act of
      1940, as amended.

     

    SECTION
      3.11.   Enforceability. 

     

    This
      Agreement and the other Fundamental Documents when executed by all parties
      hereto and thereto will constitute legal, valid and binding obligations (as
      applicable) of the Borrower and the other Loan Parties party to such Fundamental
      Documents (enforceable in accordance with its terms subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting creditors’ rights generally and subject to general principles of
      equity, regardless of whether considered in a proceeding in equity or at
      law).

     

    SECTION
      3.12.   Taxes.
      

     

    The
      Borrower and each of its Subsidiaries has filed or caused to be filed all
      federal, state and local Tax returns which are required to be filed, and has
      paid or has caused to be paid all Taxes required to have been paid by it, except
      (a) Taxes that are being contested in good faith by appropriate proceedings
      and
      for which the Borrower or such Subsidiary, as applicable, has set aside on
      its
      books adequate reserves in conformity with GAAP or (b) to the extent that the
      failure to do so would not reasonably be expected to have a Material Adverse
      Effect.

     

    SECTION
      3.13.   Compliance
      with ERISA. 

     

    No
      ERISA
      Event has occurred or is reasonably expected to occur that, individually or
      in
      the aggregate, would reasonably be expected to have a Material Adverse Effect.
      Each of the Borrower and its Subsidiaries is in compliance in all material
      respects with the provisions of ERISA and the Code applicable to Plans, and
      the
      regulations and published interpretations thereunder, if any, which are
      applicable to it. Neither the Borrower nor any of its Subsidiaries has, with
      respect to any Plan established or maintained by it, engaged in a prohibited
      transaction which would subject it to a material tax or penalty on prohibited
      transactions imposed by ERISA or Section 4975 of the Code. Neither the Borrower
      nor any of its Subsidiaries has engaged in a transaction which would result
      in
      the incurrence of a material liability under Section 4069 of ERISA. The present
      value of all accumulated benefit obligations under each Plan (based on the
      assumptions used for purposes of Statement of Financial Accounting Standards
      No.
      87) did not, as of the date of the most recent financial statements reflecting
      such amounts, exceed the fair market value of the assets of such Plan by a
      material amount, and the present value of all accumulated benefit obligations
      of
      all underfunded Plans (based on the assumptions used for purposes of Statement
      of Financial Accounting Standards No. 87) did not, as of the date of the most
      recent financial statements reflecting such amounts, exceed the fair market
      value of the assets of all such underfunded Plans by a material
      amount.

     

    SECTION
      3.14.   Disclosure. 

     

    As
      of the
      Effective Date, this Agreement did not contain any untrue statement of a
      material fact or omit to state a material fact, under the circumstances under
      which it was made, necessary in order to make the statements contained herein
      not misleading. At the Effective Date, there is no fact known to the Borrower
      which has not been disclosed to the Lenders and which, individually or in the
      aggregate, would reasonably be expected to have a Material Adverse Effect.
      The
      Borrower has delivered to the Administrative Agent certain projections relating
      to the Borrower and its Consolidated Subsidiaries. Such projections are based
      on
      good faith estimates and assumptions believed to be 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    reasonable
      at the time made, provided,
      however,
      that
      the Borrower makes no representation or warranty that such assumptions will
      prove in the future to be accurate or that the Borrower and its Subsidiaries
      will achieve the financial results reflected in such projections. 

     

    SECTION
      3.15.   Environmental
      Liabilities. 

     

    Except
      for the Disclosed Matters and except with respect to any matters, that,
      individually or in the aggregate, would not reasonably be expected to have
      a
      Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i)
      has failed to comply with any Environmental Law or to obtain, maintain or comply
      with any permit, license or other approval required under any Environmental
      Law,
      (ii) has received notice of any claim with respect to any Environmental
      Liability or (iii) knows of any circumstances that are reasonably likely to
      become the basis for any claim of Environmental Liability against the Borrower
      or any of its Subsidiaries.

     

    
      	4.  	
              CONDITIONS
                OF LENDING

            


    

     

    SECTION
      4.1.   Conditions
      Precedent to Effectiveness.
      

     

    The
      effectiveness of this Agreement is subject to the following conditions
      precedent:

     

    (a)  Loan
      Documents.
      The
      Administrative Agent shall have received this Agreement and each of the other
      Fundamental Documents, each executed and delivered by a duly authorized officer
      of each of the Loan Parties party thereto.

     

    (b)  Financial
      Statements.
      The
      Lenders shall have received the (a) the Pro Forma Balance Sheet, (b) the
      Consolidated Financial Statements and (c) unaudited consolidated financial
      statements of the Travelport Businesses of Cendant as of March 31, 2006, which
      may be delivered to the Lenders by delivery of the Borrower’s Form 10 containing
      such financial statements, to the extent such Form 10 is filed and publicly
      available prior to the Effective Date.

     

    (c)  Payment
      of Fees.
      The
      Lenders and the Administrative Agent shall have received all fees required
      to be
      paid, and all expenses for which invoices have been presented (including the
      reasonable fees and expenses of legal counsel), on or before the Effective
      Date.


     

    (d)   Corporate
      Documents for the Loan Parties.
      The
      Administrative Agent shall have received a certificate of an authorized officer
      of each Loan Party dated the Effective Date and certifying (A) that attached
      thereto is a true and complete copy of the certificate of incorporation and
      by-laws of such Loan Party as in effect on the date of such certification;
      (B)
      that attached thereto is a true and complete copy of resolutions adopted by
      the
      Board of Directors of such Loan Party authorizing the borrowings hereunder,
      in
      the case of the Borrower, and the execution, delivery and performance in
      accordance with their respective terms of the Loan Documents to which such
      Loan
      Party is party to and any other documents required or contemplated hereunder;
      and (C) as to the incumbency and specimen signature of each officer of such
      Loan
      Party executing the Loan Documents to which such Loan Party is a party to or
      any
      other document delivered by it in connection herewith (such certificate to
      contain a certification by another officer of such Loan Party as to the
      incumbency and signature of the officer signing the certificate referred to
      in
      this paragraph (d)).

     

    (e)  Opinions
      of Counsel.
      The
      Administrative Agent shall have received the executed written opinion, dated
      the
      date of the Effective Date and addressed to the Administrative Agent and the
      Lenders, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
      Borrower, substantially in the form of Exhibit B.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  Officer’s
      Certificate.
      The
      Administrative Agent shall have received a certificate of the Borrower’s chief
      executive officer or chief financial officer certifying, as of the Effective
      Date, compliance with the conditions set forth in paragraphs (b) and (c) of
      Section 4.2.

     

    (g)  Projections.
      The
      Lenders shall have received projections through 2007.

     

    (h)  Approvals.
      All
      material governmental and third party approvals necessary in connection with
      the
      continuing operations of the Borrower and the financing contemplated hereby
      shall have been obtained and be in full force and effect.

     

    SECTION
      4.2.   Conditions
      Precedent to Each Extension of Credit. 

     

    The
      obligation of the Lenders to make each Loan and of any Issuing Lender to issue
      a
      Letter of Credit, including the initial extensions of credit hereunder, is
      subject to the following conditions precedent:

     

    (a)  Notice.
      The
      Administrative Agent shall have received a notice with respect to such Borrowing
      or Letter of Credit as required by this Agreement.

     

    (b)  Representations
      and Warranties.
      The
      representations and warranties set forth in Section 3 hereof (other than those
      set forth in Sections 3.5 and 3.8 which shall be deemed made only on the
      Effective Date) and in the other Fundamental Documents shall be true and correct
      in all material respects on and as of the date of each Borrowing or issuance
      of
      a Letter of Credit hereunder (except to the extent that such representations
      and
      warranties expressly relate to an earlier date) with the same effect as if
      made
      on and as of such date; provided,
      however,
      that
      this condition shall not apply to a Revolving Credit Borrowing which is solely
      refinancing outstanding Revolving Credit Loans and which, after giving effect
      thereto, has not increased the aggregate amount of outstanding Revolving Credit
      Loans.

     

    (c)  No
      Event of Default.
      No
      Event of Default or Default shall have occurred and be continuing; provided,
      however,
      that
      this condition shall not apply to a Revolving Credit Borrowing which is solely
      refinancing outstanding Revolving Credit Loans and which, after giving effect
      thereto, has not increased the aggregate amount of outstanding Revolving Credit
      Loans.

     

    (d)  Extensions
      of Credit to a Subsidiary Borrower.
      The
      representations and warranties contained in Section 3.1, 3.2 and 3.3 as to
      any
      Subsidiary Borrower to which a Revolving Extension of Credit is to be made
      shall
      be true and correct in all material respects on and as of the date of such
      Borrowing or issuance of a Letter of Credit hereunder; provided,
      however,
      that
      this condition shall not apply to a Revolving Credit Borrowing which is solely
      refinancing outstanding Revolving Credit Loans and which, after giving effect
      thereto, has not increased the aggregate amount of outstanding Revolving Credit
      Loans.

     

    Each
      Borrowing and each issuance of a Letter of Credit shall be deemed to be a
      representation and warranty by the Borrower on the date thereof as to the
      matters specified in paragraphs (b) and (c) of this Section.

     

    
      	5.  	
              AFFIRMATIVE
                COVENANTS

            


    

     

    From
      the
      date of the initial Loan and for so long as the Commitments shall be in effect
      or any amount shall remain outstanding or unpaid under this Agreement or there
      shall be any outstanding L/C Exposure, the Borrower agrees that, unless the
      Required Lenders shall otherwise consent in writing, it will, and will cause
      each of its Subsidiaries to:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      5.1.   Financial
      Statements, Reports, etc.

     

    The
      Borrower will furnish to the Administrative Agent and to each
      Lender:

     

    (a)  As
      soon
      as is practicable, but in any event within 100 days after the end of each fiscal
      year of the Borrower, a copy of the audited consolidated balance sheet of the
      Borrower and its Consolidated Subsidiaries as at the end of, and the related
      consolidated statements of income, shareholders’ equity and cash flows for such
      year, and the corresponding figures as at the end of, and for, the preceding
      fiscal year, accompanied by an opinion of Deloitte & Touche LLP or such
      other independent certified public accountants of recognized standing as shall
      be retained by the Borrower and satisfactory to the Administrative Agent, which
      report and opinion shall be prepared in accordance with generally accepted
      auditing standards relating to reporting and which report and opinion shall
      (A)
      be unqualified as to going concern and scope of audit and shall state that
      such
      financial statements fairly present the financial condition of the Borrower
      and
      its Consolidated Subsidiaries, as at the dates indicated and the results of
      the
      operations and cash flows for the periods indicated and (B) contain no material
      exceptions or qualifications except for qualifications relating to accounting
      changes (with which such independent public accountants concur) in response
      to
      FASB releases or other authoritative pronouncements;

     

    (b)  As
      soon
      as is practicable, but in any event within 55 days after the end of each of
      the
      first three fiscal quarters of each fiscal year, the unaudited consolidated
      balance sheet of the Borrower and its Consolidated Subsidiaries, as at the
      end
      of, and the related unaudited statements of income (or changes in financial
      position) for such quarter and for the period from the beginning of the then
      current fiscal year to the end of such fiscal quarter and the corresponding
      figures as at the end of, and for, the corresponding period in the preceding
      fiscal year, together with a certificate signed by the chief financial officer
      or a vice president responsible for financial administration of the Borrower
      to
      the effect that such financial statements, while not examined by independent
      public accountants, reflect, in his opinion and in the opinion of the Borrower,
      all adjustments necessary to present fairly the financial position of the
      Borrower and its Consolidated Subsidiaries, as the case may be, as at the end
      of
      the fiscal quarter and the results of their operations for the quarter then
      ended in conformity with GAAP consistently applied, subject only to year-end
      and
      audit adjustments and to the absence of footnote disclosure;

     

    (c)  Together
      with the delivery of the statements referred to in paragraphs (a) and (b) of
      this Section 5.1, a certificate of the Responsible Officer, substantially in
      the
      form of Exhibit D hereto (i) stating whether or not the signer has knowledge
      of
      any Default or Event of Default and, if so, specifying each such Default or
      Event of Default of which the signer has knowledge, the nature thereof and
      any
      action which the Borrower has taken, is taking, or proposes to take with respect
      to each such condition or event and (ii) demonstrating in reasonable detail
      compliance with the provisions of Sections 6.5 and 6.6 hereof;

     

    (d)  With
      reasonable promptness, copies of such financial statements and reports that
      the
      Borrower may make to, or file with, the SEC and such other information,
      certificates and data (including, without limitation, copies of Letters of
      Credit) with respect to the Borrower and its Subsidiaries as from time to time
      may be reasonably requested by the Administrative Agent or any of the
      Lenders;

     

    (e)  Promptly
      upon any Responsible Officer obtaining actual knowledge of the occurrence of
      any
      Default or Event of Default, a certificate of the Responsible Officer specifying
      the nature and period of existence of such Default or Event of Default and
      what
      action the Borrower has taken, is taking and proposes to take with respect
      thereto;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  Promptly
      upon any Responsible Officer of the Borrower or any of its Subsidiaries
      obtaining actual knowledge of (i) the institution of any action, suit,
      proceeding, investigation or arbitration by any Governmental Authority or other
      Person against or affecting the Borrower or any of its Subsidiaries or any
      of
      their assets, or (ii) any material development in any such action, suit,
      proceeding, investigation or arbitration (whether or not previously disclosed
      to
      the Lenders), which, in each case might reasonably be expected to have a
      Material Adverse Effect, the Borrower shall promptly give notice thereof to
      the
      Lenders and provide such other information as may be reasonably available to
      it
      (without waiver of any applicable evidentiary privilege) to enable the Lenders
      to evaluate such matters; and

     

    (g)  Together
      with each set of financial statements required by paragraph (a) above, a
      certificate of the independent certified public accountants rendering the report
      and opinion thereon (which certificate may be limited to the extent required
      by
      accounting rules or otherwise) (i) stating whether, in connection with their
      audit, any Default or Event of Default has come to their attention, and if
      such
      a Default or Event of Default has come to their attention, specifying the nature
      and period of existence thereof, and (ii) stating that based on their audit
      nothing has come to their attention which causes them to believe that the
      matters specified in paragraph (c)(ii) above for the applicable fiscal year
      are
      not stated in accordance with the terms of this Agreement.

     

    (h) Information
      required to be delivered pursuant to paragraphs (a), (b) and (d) shall be deemed
      to have been delivered on the date on which the Borrower provides notice to
      the
      Administrative Agent that such information has been posted on the Borrower’s
      website on the internet at the website address listed on the signature pages
      of
      such notice, at www.sec.gov or at another website identified in such notice
      and
      accessible by the Lenders without charge; provided that the Borrower shall
      deliver paper copies of the reports and financial statements referred to in
      paragraphs (a), (b) and (d) of this Section 5.1 to the Administrative Agent
      or
      any Lender who requests the Borrower to deliver such paper copies until written
      notice to cease delivering paper copies is given by the Administrative Agent
      or
      such Lender.

    


    SECTION
      5.2.   Corporate
      Existence; Compliance with Statutes. 

     

    Do
      or
      cause to be done all things necessary to preserve, renew and keep in full force
      and effect its corporate existence, material rights, licenses, permits and
      franchises and comply, except where failure to comply, either individually
      or in
      the aggregate, could not reasonably be expected to result in a Material Adverse
      Effect, with all provisions of Applicable Law, and all applicable restrictions
      imposed by, any Governmental Authority, including without limitation, the
      Federal Trade Commission’s “Disclosure Requirements and Prohibitions Concerning
      Franchising and Business Opportunity Ventures” as amended from time to time (16
      C.F.R. §§ 436.1 et seq.)
      and
      all state laws and regulations of similar import; provided,
      however,
      that
      mergers, dissolutions and liquidations permitted under Section 6.2 shall be
      permitted.

     

    SECTION
      5.3.   Insurance. 

     

    Maintain
      with financially sound and reputable insurers insurance in such amounts and
      against such risks as are customarily insured against by companies in similar
      businesses; provided, however,
      that
      (a) workmen’s compensation insurance or similar coverage may be effected with
      respect to its operations in any particular state or other jurisdiction through
      an insurance fund operated by such state or jurisdiction and (b) such insurance
      may contain self-insurance retention and deductible levels consistent with
      normal industry practices.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      5.4.   Taxes
      and Charges. 

     

    Duly
      pay
      and discharge, or cause to be paid and discharged, before the same shall become
      delinquent, all federal, state or local Taxes, assessments, levies and other
      governmental charges, imposed upon the Borrower or any of its Subsidiaries
      or
      their respective properties, sales and activities, or any part thereof, or
      upon
      the income or profits therefrom, as well as all claims for labor, materials,
      or
      supplies which if unpaid could reasonably be expected to result in a Material
      Adverse Effect; provided,
      however,
      that
      any such Tax, assessment, charge, levy or claim need not be paid if the validity
      or amount thereof shall currently be contested in good faith by appropriate
      proceedings and if the Borrower shall have set aside on its books reserves
      (the
      presentation of which is segregated to the extent required by GAAP) adequate
      with respect thereto if reserves shall be deemed necessary by the Borrower
      in
      accordance with GAAP; and provided,
      further,
      that
      the Borrower will pay all such Taxes, assessments, levies or other governmental
      charges forthwith upon the commencement of proceedings to foreclose any material
      Lien which may have attached as security therefor (unless the same is fully
      bonded or otherwise effectively stayed).

     

    SECTION
      5.5.   ERISA
      Compliance and Reports. 

     

    Furnish
      to the Administrative Agent (a) as soon as possible, and in any event within
      30
      days after any executive officer (as defined in Regulation C under the
      Securities Act of 1933) of the Borrower knows that any ERISA Event with respect
      to any Plan has occurred, a statement of the chief financial officer of the
      Borrower, setting forth details as to such ERISA Event and the action which
      it
      proposes to take with respect thereto, together with a copy of the notice,
      if
      any, required to be filed by the Borrower or any of its Subsidiaries of such
      ERISA Event with the PBGC, (b) promptly upon the reasonable request of the
      Administrative Agent, copies of each annual and other report with respect to
      each Plan and (c) promptly after receipt thereof, a copy of any notice the
      Borrower or any of its Subsidiaries may receive from the PBGC relating to the
      PBGC’s intention to terminate any Plan or to appoint a trustee to administer any
      Plan; provided
      that the
      Borrower shall not be required to notify the Administrative Agent of the
      occurrence of any of the events set forth in the preceding clauses (a) and
      (c)
      unless such event, individually or in the aggregate, could reasonably be
      expected to result in a Material Adverse Effect on the Borrower and its
      Subsidiaries taken as a whole.

     

    SECTION
      5.6.   Maintenance
      of and Access to Books and Records; Examinations. 

     

    Maintain
      or cause to be maintained at all times true and complete books and records
      of
      its financial operations (in accordance with GAAP) and provide the
      Administrative Agent and its representatives reasonable access to all such
      books
      and records and to any of their properties or assets during regular business
      hours and upon advance notice (provided
      that
      reasonable access to such books and records and to any of the Borrower’s
      properties or assets shall be made available to the Lenders if an Event of
      Default has occurred and is continuing), in order that the Administrative Agent
      may make such audits and examinations and make abstracts from such books,
      accounts and records (in each case subject to the Borrower or its Subsidiaries’
obligations under applicable confidentiality provisions) and may discuss the
      affairs, finances and accounts with, and be advised as to the same by, officers
      and, so long as a representative of the Borrower is present, independent
      accountants, all as the Administrative Agent may deem appropriate for the
      purpose of verifying the various reports delivered pursuant to this Agreement
      or
      for otherwise ascertaining compliance with this Agreement. Notwithstanding
      Section 10.4, unless any such visit or inspection is conducted after the
      occurrence and during the continuance of a Default or an Event of Default,
      the
      Borrower shall not be required to pay any costs or expenses incurred by the
      Administrative Agent, any Lender or any other Person in connection with such
      visit or inspection.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      5.7.   Maintenance
      of Properties. 

     

    Keep
      its
      properties which are material to its business in good repair, working order
      and
      condition consistent with industry practice, ordinary wear and tear excepted,
      except where the failure to do so would not reasonably be expected to have
      a
      Material Adverse Effect.

     

    SECTION
      5.8.   Changes
      in Character of Business.
      

     

    Cause
      the
      Borrower and its Subsidiaries taken as a whole to be primarily engaged in the
      franchising and services businesses.

     

    


     

    
      	6.  	
              NEGATIVE
                COVENANTS

            


    

     

    From
      the
      date of the initial Loan and for so long as the Commitments shall be in effect
      or any amount shall remain outstanding or unpaid under this Agreement or there
      shall be any outstanding L/C Exposure, unless the Required Lenders shall
      otherwise consent in writing, the Borrower agrees that it will not, nor will
      it
      permit any of its Subsidiaries to, directly or indirectly:

     

    SECTION
      6.1.   Limitation
      on Indebtedness. 

     

    Incur,
      assume or suffer to exist any Indebtedness of any Material Subsidiary
      except:

     

    (a)  Indebtedness
      in existence on the Effective Date, or required to be incurred pursuant to
      a
      contractual obligation in existence on the Effective Date, but not any
      extensions or renewals thereof, unless effected on substantially the same terms
      or on terms not materially more adverse to the Lenders;

     

    (b)  purchase
      money Indebtedness (including Capital Leases) provided
      that
      such Indebtedness is secured by Liens permitted by Section 6.3(c);

     

    (c)  Guaranty
      Obligations;

     

    (d)  Indebtedness
      owing by any Material Subsidiary to the Borrower or any other Subsidiary;


     

    (e)  Indebtedness
      of any Material Subsidiary issued and outstanding prior to the date on which
      such Person became a Subsidiary of the Borrower (other than Indebtedness issued
      in connection with, or in anticipation of, such Person becoming a Subsidiary
      of
      the Borrower); provided
      that
      immediately prior and on a Pro Forma Basis after giving effect to, such Person
      becoming a Subsidiary of the Borrower, no Default or Event of Default shall
      occur or then be continuing and the aggregate principal amount of such
      Indebtedness, when added to the aggregate outstanding principal amount of
      Indebtedness permitted by paragraphs (f) and (g) below, shall not exceed the
      greater of 15% of Consolidated Net Worth and $200,000,000;

     

    (f)  any
      renewal, extension or modification of Indebtedness under paragraph (e) above
      so
      long (i) as such renewal, extension or modification is effected on substantially
      the same terms or on terms which, in the aggregate, are not materially more
      adverse to the Lenders and (ii) the principal amount of such Indebtedness is
      not
      increased;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)  other
      Indebtedness of any Material Subsidiary in an aggregate principal amount which,
      when added to the aggregate outstanding principal amount of Indebtedness
      permitted by paragraphs (e) and (f) above, does not exceed the greater of 15%
      of
      Consolidated Net Worth and $200,000,000;

     

    (h)  Securitization
      Indebtedness; 

     

    (i)  derivatives
      transactions entered into in the ordinary course of business pursuant to hedging
      programs; and

     

    (j)  Indebtedness
      of any Loan Party pursuant to any Fundamental Document.

     

    If
      the
      Material Subsidiary’s action or event meets the criteria of more than one of the
      types of Indebtedness described in the clauses above, the Borrower in its sole
      discretion may classify such action or event in one or more clauses (including
      in part under one such clause and in part under another such
      clause).

    SECTION
      6.2.   Consolidation,
      Merger, Sale of Assets

     

    . 

     

    (a)  Neither
      the Borrower nor any of its Material Subsidiaries (in one transaction or series
      of transactions) will wind up, liquidate or dissolve its affairs, or enter
      into
      any transaction of merger or consolidation, except any merger, consolidation,
      dissolution or liquidation (i) in which the Borrower is the surviving entity
      or
      if the Borrower is not a party to such transaction then a Subsidiary is the
      surviving entity or the successor to the Borrower has unconditionally assumed
      in
      writing all of the payment and performance obligations of the Borrower under
      this Agreement and the other Fundamental Documents, (ii) in which the surviving
      entity becomes a Subsidiary of the Borrower immediately upon the effectiveness
      of such merger, consolidation, dissolution or liquidation, (iii) involving
      a
      Subsidiary in connection with a transaction permitted by Section 6.2(b), or
      (iv)
      occurring prior to the Sale as a result of tax restructuring transactions
      related to the Sale; provided,
      however,
      that
      immediately prior to and on a Pro Forma Basis after giving effect to any such
      transaction described in any of the preceding clauses (i), (ii), (iii) and
      (iv)
      no Default or Event of Default has occurred and is continuing.

     

    (b)  The
      Borrower and its Subsidiaries (either individually or collectively and whether
      in one transaction or series of related transactions) will not sell or otherwise
      dispose of all or substantially all of the assets of the Borrower and its
      Subsidiaries, taken as a whole (it being understood that nothing in this Section
      6.2(b) shall be deemed to prohibit the Spin-Off or tax restructuring
      transactions related to the Sale).

     

    SECTION
      6.3.   Limitations
      on Liens. 

     

    Suffer
      any Lien on the property of the Borrower or any of the Material Subsidiaries,
      except:

     

    (a)  Liens
      for
      taxes, assessments, governmental charges and other similar obligations not
      yet
      due or which are being contested in good faith by appropriate
      proceedings;

     

    (b)  Liens
      incidental to the conduct of its business or the ownership of its assets which
      were not incurred in connection with the borrowing of money, and which do not
      in
      the aggregate materially detract from the value of its assets or materially
      impair the use thereof in the operation of its business;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  purchase
      money Liens granted to the vendor or Person financing the acquisition of
      property, plant or equipment if (i) limited to the specific assets acquired
      and,
      in the case of tangible assets, other property which is an improvement to or
      is
      acquired for specific use in connection with such acquired property or which
      is
      real property being improved by such acquired property; (ii) the debt secured
      by
      the Lien is the unpaid balance of the acquisition cost of the specific assets
      on
      which the Lien is granted; and (iii) such transaction does not otherwise violate
      this Agreement;

     

    (d)  Liens
      upon real and/or personal property, which property was acquired after the
      Effective Date (by purchase, construction or otherwise) by the Borrower or
      any
      of its Material Subsidiaries, each of which Liens existed on such property
      before the time of its acquisition and was not created in anticipation thereof;
      provided,
      however,
      that no
      such Lien shall extend to or cover any property of the Borrower or such Material
      Subsidiary other than the respective property so acquired and improvements
      thereon;

     

    (e)  to
      the
      extent not covered by clause (b) above, Liens securing judgments which do not
      constitute an Event of Default;

     

    (f)  Liens
      created under any Fundamental Document;

     

    (g)  Liens
      existing on the Effective Date and any extensions or renewals
      thereof;

     

    (h)  Liens
      securing (or covering property constituting the source of payment for) any
      Indebtedness permitted pursuant to clauses (d) or (h) of Section 6.1;


     

    (i)  to
      the
      extent not covered by clause (h) above, Liens on equity interests or other
      securities issued by a Securitization Entity, securing (or covering property
      constituting the source of payment for) Securitization Indebtedness;
      and

     

    (j)  other
      Liens securing obligations having an aggregate principal amount not to exceed
      the greater of 15% of Consolidated Net Worth and $200,000,000.

     

    If
      the
      Borrower’s or the Material Subsidiary’s action or event meets the criteria of
      more than one of the types of Liens described in the clauses above, the Borrower
      in its sole discretion may classify such action or event in one or more clauses
      (including in part under one such clause and in part under another such
      clause).

    


    SECTION
      6.4.   Sale
      and Leaseback.

     

    Enter
      into any arrangement with any Person or Persons, whereby in contemporaneous
      transactions the Borrower or any of its Subsidiaries sells essentially all
      of
      its right, title and interest in a material asset and the Borrower or any of
      its
      Subsidiaries acquires or leases back the right to use such property except
      that
      the Borrower and its Subsidiaries may enter into sale-leaseback transactions
      relating to assets not in excess of $150,000,000 in the aggregate on a
      cumulative basis, and any arrangements existing on the Effective Date and any
      renewals, extensions or modifications thereof, or replacements or substitutions
      therefor, so long as such renewals, extensions or modifications are effected
      on
      substantially the same terms or on terms which, in the aggregate, are not more
      adverse to the Lenders in any material respect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      6.5.   Consolidated
      Leverage Ratio. 

     

    Permit
      the Consolidated Leverage Ratio for any Rolling Period ending after June 30,
      2006 to be greater than 4.5 to 1.0.

     

    SECTION
      6.6.   Consolidated
      Interest Coverage Ratio. 

     

    Permit
      the Consolidated Interest Coverage Ratio for any Rolling Period ending after
      June 30, 2006 to be less than 3.0 to 1.0. 

     

    SECTION
      6.7.   Accounting
      Practices. 

     

    Establish
      a fiscal year ending on any date other than December 31, or modify or
      change accounting treatments or reporting practices except as otherwise required
      or permitted by GAAP or the SEC.

     

    
      	7.  	
              EVENTS
                OF DEFAULT

            


    

     

    In
      the
      case of the happening and during the continuance of any of the following events
      (herein called “Events
      of Default”):

     

    (a)  any
      representation or warranty made by the Borrower or any Subsidiary Borrower
      in
      this Agreement or any other Fundamental Document or in connection with this
      Agreement or with the Borrowings hereunder, or any statement or representation
      made in any report, financial statement, certificate or other document furnished
      by or on behalf of the Borrower or any of its Subsidiaries to the Administrative
      Agent or any Lender under or in connection with this Agreement, shall prove
      to
      have been false or misleading in any material respect when made or
      delivered;

     

    (b)  default
      shall be made in the payment of any principal of or interest on any Loan, any
      reimbursement obligation with respect to Letters of Credit or of any fees or
      other amounts payable by the Borrower or any Subsidiary Borrower hereunder,
      when
      and as the same shall become due and payable, whether at the due date thereof
      or
      at a date fixed for prepayment thereof or by acceleration thereof or otherwise,
      and in the case of payments of interest, such default shall continue unremedied
      for five days, and in the case of payments other than of any principal amount
      of
      or interest on any Loan or any reimbursement obligation with respect to Letters
      of Credit, such default shall continue unremedied for five days after written
      notice of non-payment has been received by the Borrower or such Subsidiary
      Borrower from the Administrative Agent;

     

    (c)  default
      shall be made in the due observance or performance of any covenant, condition
      or
      agreement contained in Section 5.1(e) (with respect to notice of Default or
      Events of Default), 5.8 or Section 6 of this Agreement;

     

    (d)  default
      shall be made by the Borrower in the due observance or performance of any other
      covenant, condition or agreement to be observed or performed pursuant to the
      terms of this Agreement, or any other Fundamental Document and such default
      shall continue unremedied for thirty days after the Borrower obtains knowledge
      of such occurrence;

     

    (e)  (i)
      default in payment shall be made with respect to any Indebtedness of the
      Borrower or any of its Subsidiaries (other than Securitization Indebtedness)
      where the amount or amounts of such Indebtedness exceeds $50,000,000 in the
      aggregate; or (ii) default in payment or performance shall be made with respect
      to any Indebtedness of the Borrower or any of its Subsidiaries (other than
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Securitization
      Indebtedness) where the amount or amounts of such Indebtedness exceeds
      $50,000,000 in the aggregate, if the effect of such default is to result in
      the
      acceleration of the maturity of such Indebtedness; or (iii) any other
      circumstance shall arise (other than the mere passage of time) by reason of
      which the Borrower or any Subsidiary of the Borrower is required to redeem
      or
      repurchase, or offer to holders the opportunity to have redeemed or repurchased,
      any such Indebtedness (other than Securitization Indebtedness) where the amount
      or amounts of such Indebtedness exceeds $50,000,000 in the aggregate;
provided
      that
      clause (iii) shall not apply to secured Indebtedness that becomes due as a
      result of a voluntary sale of the property or assets securing such Indebtedness
      or Indebtedness that is redeemed or repurchased at the option of the Borrower
      or
      any of its Subsidiaries; and provided,
      that
      clauses (ii) and (iii) shall not apply to any Indebtedness of any Subsidiary
      issued and outstanding prior to the date such Subsidiary became a Subsidiary
      of
      the Borrower (other than Indebtedness issued in connection with, or in
      anticipation of, such Subsidiary becoming a Subsidiary of the Borrower) if
      such
      default or circumstance arises solely as a result of a “change of control”
provision applicable to such Indebtedness which becomes operative as a result
      of
      the acquisition of such Subsidiary by the Borrower or any of its Subsidiaries;
      and provided,
      further,
      that in
      the case of any derivative transaction described in Section 6.1(i), each
      reference in this clause (e) to the amount of $50,000,000 shall mean the amount
      payable by the Borrower or any of its Subsidiaries in connection with a default
      or “other circumstance” described in clause (i), (ii) or (iii) and not to the
      notional amount of such derivative transaction;

     

    (f)  the
      Borrower or any of its Material Subsidiaries shall generally not pay its debts
      as they become due or shall admit in writing its inability to pay its debts,
      or
      shall make a general assignment for the benefit of creditors; or the Borrower
      or
      any of its Material Subsidiaries shall commence any case, proceeding or other
      action seeking to have an order for relief entered on its behalf as debtor
      or to
      adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
      adjustment, liquidation, dissolution or composition of it or its debts under
      any
      law relating to bankruptcy, insolvency, reorganization or relief of debtors
      or
      seeking appointment of a receiver, trustee, custodian or other similar official
      for it or for all or any substantial part of its property or shall file an
      answer or other pleading in any such case, proceeding or other action admitting
      the material allegations of any petition, complaint or similar pleading filed
      against it or consenting to the relief sought therein; or the Borrower or any
      Material Subsidiary thereof shall take any action to authorize any of the
      foregoing;

     

    (g)  any
      involuntary case, proceeding or other action against the Borrower or any of
      its
      Material Subsidiaries shall be commenced seeking to have an order for relief
      entered against it as debtor or to adjudicate it a bankrupt or insolvent, or
      seeking reorganization, arrangement, adjustment, liquidation, dissolution or
      composition of it or its debts under any law relating to bankruptcy, insolvency,
      reorganization or relief of debtors, or seeking appointment of a receiver,
      trustee, custodian or other similar official for it or for all or any
      substantial part of its property, and such case, proceeding or other action
      (i)
      results in the entry of any order for relief against it or (ii) shall remain
      undismissed for a period of sixty days;

     

    (h)  the
      occurrence of a Change in Control;

     

    (i)  final
      judgment(s) for the payment of money in excess of $50,000,000 (to the extent
      not
      paid or covered by insurance) shall be rendered against the Borrower or any
      of
      its Subsidiaries which within thirty days from the entry of such judgment shall
      not have been discharged or stayed pending appeal or which shall not have been
      discharged within thirty days from the entry of a final order of affirmance
      on
      appeal;

     

    (j)  an
      ERISA
      Event shall have occurred that, when taken together with all other ERISA Events
      (with respect to which the Borrower has a liability which has not yet been
      satisfied) that have occurred, would result in a Material Adverse Effect;
      or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (k)  the
      Cendant Guaranty shall cease, for any reason other than by its terms, to be
      in
      full force and effect; 

     

    then,
      in
      every such event and at any time thereafter during the continuance of such
      event, the Administrative Agent may or shall, if directed by the Required
      Lenders, take either or both of the following actions, at the same or different
      times: terminate forthwith the Commitments and/or declare the principal of
      and
      the interest on the Loans and all other amounts payable hereunder or thereunder
      to be forthwith due and payable, whereupon the same shall become and be
      forthwith due and payable, without presentment, demand, protest, notice of
      acceleration, notice of intent to accelerate or other notice of any kind, all
      of
      which are hereby expressly waived, anything in this Agreement to the contrary
      notwithstanding. If an Event of Default specified in paragraphs (f) or (g)
      above
      shall have occurred, the principal of and interest on the Loans and all other
      amounts payable hereunder or thereunder shall thereupon and concurrently become
      due and payable without presentment, demand, protest, notice of acceleration,
      notice of intent to accelerate or other notice of any kind, all of which are
      hereby expressly waived, anything in this Agreement to the contrary
      notwithstanding and the Commitments of the Lenders shall thereupon forthwith
      terminate.

     

    
      	8.  	
              THE
                ADMINISTRATIVE AGENT AND EACH ISSUING
                LENDER

            


    

     

    SECTION
      8.1.   Administration
      by Administrative Agent. 

     

    The
      general administration of the Fundamental Documents and any other documents
      contemplated by this Agreement shall be by the Administrative Agent or its
      designees. Each of the Lenders hereby irrevocably authorizes the Administrative
      Agent, at its discretion, to take or refrain from taking such actions as agent
      on its behalf and to exercise or refrain from exercising such powers under
      the
      Fundamental Documents and any other documents contemplated by this Agreement
      as
      are delegated by the terms hereof or thereof, as appropriates, together with
      all
      powers reasonably incidental thereto. The Administrative Agent shall have no
      duties or responsibilities except as set forth in the Fundamental Documents.
      Without limiting the generality of the foregoing, (a) the Administrative
      Agent shall not be subject to any fiduciary or other implied duties, regardless
      of whether a Default or Event of Default has occurred and is continuing,
      (b) the Administrative Agent shall not have any duty to take any
      discretionary action or exercise any discretionary powers, except discretionary
      rights and powers expressly contemplated hereby that the Administrative Agent
      is
      required to exercise in writing as directed by the Required Lenders (or such
      other number or percentage of the Lenders as shall be necessary under the
      circumstances as provided in Section 10.9), and (c) except as expressly set
      forth herein, the Administrative Agent shall not have any duty to disclose,
      and
      shall not be liable for the failure to disclose, any information relating to
      the
      Borrower or any of its Subsidiaries or Affiliates that is communicated to or
      obtained by the bank serving as Administrative Agent or any of its Affiliates
      in
      any capacity. The Administrative Agent shall not be liable for any action taken
      or not taken by it with the consent or at the request of the Required Lenders
      (or such other number or percentage of the Lenders as shall be necessary under
      the circumstances as provided in Section 10.9) or in the absence of its own
      gross negligence or willful misconduct. The Administrative Agent shall be deemed
      not to have knowledge of any Default unless and until written notice thereof
      is
      given to the Administrative Agent by the Borrower, any Subsidiary Borrower
      or a
      Lender, and the Administrative Agent shall not be responsible for or have any
      duty to ascertain or inquire into (i) any statement, warranty or
      representation made in or in connection with this Agreement, (ii) the
      contents of any certificate, report or other document delivered hereunder or
      in
      connection herewith, (iii) the performance or observance of any of the
      covenants, agreements or other terms or conditions set forth herein,
      (iv) the validity, enforceability, effectiveness or genuineness of this
      Agreement or any other agreement, instrument or document, or (v) the
      satisfaction of any condition set forth in Section 4 or elsewhere herein.
      Any Lender which is not the Administrative Agent (regardless of whether such
      Lender bears the title of any other Agent or any similar title, as indicated
      on
      the signature

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    pages
      hereto) for the credit facility hereunder shall not have any duties or
      responsibilities except as a Lender hereunder.

     

    SECTION
      8.2.   Advances
      and Payments. 

     

    (a)  On
      the
      date of each Loan, the Administrative Agent shall be authorized (but not
      obligated) to advance, for the account of each of the Lenders, the amount of
      the
      Loan to be made by it in accordance with this Agreement. Each of the Lenders
      hereby authorizes and requests the Administrative Agent to advance for its
      account, pursuant to the terms hereof, the amount of the Loan to be made by
      it,
      unless with respect to any Lender, such Lender has theretofore specifically
      notified the Administrative Agent that such Lender does not intend to fund
      that
      particular Loan. Each of the Lenders agrees forthwith to reimburse the
      Administrative Agent in immediately available funds for the amount so advanced
      on its behalf by the Administrative Agent pursuant to the immediately preceding
      sentence. If any such reimbursement is not made in immediately available funds
      on the same day on which the Administrative Agent shall have made any such
      amount available on behalf of any Lender in accordance with this Section 8.2,
      such Lender shall pay interest to the Administrative Agent at a rate per annum
      equal to the Administrative Agent’s cost of obtaining overnight funds in the New
      York Federal Funds Market. Notwithstanding the preceding sentence, if such
      reimbursement is not made by the second Business Day following the day on which
      the Administrative Agent shall have made any such amount available on behalf
      of
      any Lender or such Lender has indicated that it does not intend to reimburse
      the
      Administrative Agent, the Borrower or the relevant Subsidiary Borrower shall
      immediately pay such unreimbursed advance amount (plus any accrued, but unpaid
      interest at the rate applicable to ABR Loans) to the Administrative
      Agent.

     

    (b)  Any
      amounts received by the Administrative Agent in connection with this Agreement
      the application of which is not otherwise provided for shall be applied, in
      accordance with each of the Lenders’ pro rata interest therein, first, to pay
      accrued but unpaid Commitment Fees, second, to pay accrued but unpaid interest
      on the Loans, third, the principal balance outstanding on the Loans and fourth,
      to pay other amounts payable to the Administrative Agent and/or the Lenders.
      All
      amounts to be paid to any of the Lenders by the Administrative Agent shall
      be
      credited to the Lenders, promptly after collection by the Administrative Agent,
      in immediately available funds either by wire transfer or deposit in such
      Lender’s correspondent account with the Administrative Agent, or as such Lender
      and the Administrative Agent shall from time to time agree.

     

    SECTION
      8.3.   Sharing
      of Setoffs and Cash Collateral. 

     

    Each
      of
      the Lenders agrees that if it shall, through the operation of Sections 2.23,
      2.28(g) or 2.28(h) hereof or the exercise of a right of bank’s lien, setoff or
      counterclaim against the Borrower or any Subsidiary Borrower, including, but
      not
      limited to, a secured claim under Section 506 of Title 11 of the United States
      Code or other security or interest arising from, or in lieu of, such secured
      claim and received by such Lender under any applicable bankruptcy, insolvency
      or
      other similar law, or otherwise, obtain payment in respect of its Term Loans,
      Revolving Credit Loans, L/C Exposure or Swingline Participation Amounts as
      a
      result of which the unpaid portion of its Term Loans, Revolving Credit Loans,
      L/C Exposure or Swingline Participation Amounts, as applicable, is
      proportionately less than the unpaid portion of any of the other Lenders (a)
      it
      shall promptly purchase at par (and shall be deemed to have thereupon purchased)
      from such other Lenders a participation in the Term Loans, Revolving Credit
      Loans, L/C Exposure or Swingline Participation Amounts, as applicable, of such
      other Lenders, so that the aggregate unpaid principal amount of each of the
      Lenders’ Term Loans, Revolving Credit Loans, L/C Exposure and Swingline
      Participation Amounts and its participation in Term Loans, Revolving Credit
      Loans, L/C Exposure and Swingline Participation Amounts of the other Lenders
      shall be in the same proportion to the aggregate unpaid principal amount of
      all
      Term Loans, Revolving Credit Loans, L/C 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exposure
      and Swingline Participation Amounts then outstanding as the principal amount
      of
      its Term Loans, Revolving Credit Loans, L/C Exposure and Swingline Participation
      Amounts prior to the obtaining of such payment was to the principal amount
      of
      all Term Loans, Revolving Credit Loans, L/C Exposure and Swingline Participation
      Amounts outstanding prior to the obtaining of such payment and (b) such other
      adjustments shall be made from time to time as shall be equitable to ensure
      that
      the Lenders share such payment pro rata.

     

    SECTION
      8.4.   Notice
      to the Lenders. 

     

    Upon
      receipt by the Administrative Agent from the Borrower or any Subsidiary Borrower
      of any communication calling for an action on the part of the Lenders, or upon
      notice to the Administrative Agent of any Event of Default, the Administrative
      Agent will in turn immediately inform the other Lenders (including any Issuing
      Lender) in writing (which shall include telegraphic communications) of the
      nature of such communication or of the Event of Default, as the case may
      be.

     

    SECTION
      8.5.   Liability
      of Administrative Agent and each Issuing Lender. 

     

    (a)  The
      Administrative Agent or any Issuing Lender, when acting on behalf of the Lenders
      may execute any of its duties under this Agreement by or through its officers,
      agents, or employees and neither the Administrative Agent, the Issuing Lenders
      nor their respective directors, officers, agents, or employees shall be liable
      to the Lenders or any of them for any action taken or omitted to be taken in
      good faith, or be responsible to the Lenders or to any of them for the
      consequences of any oversight or error of judgment, or for any loss, unless
      the
      same shall happen through its gross negligence or willful misconduct. The
      Administrative Agent, the Issuing Lenders and their respective directors,
      officers, agents, and employees shall in no event be liable to the Lenders
      or to
      any of them for any action taken or omitted to be taken by it pursuant to
      instructions received by it from the Required Lenders or in reliance upon the
      advice of counsel selected by it. Without limiting the foregoing, neither the
      Administrative Agent, the Issuing Lenders nor any of their respective directors,
      officers, employees, or agents shall be responsible to any of the Lenders for
      the due execution, validity, genuineness, effectiveness, sufficiency, or
      enforceability of, or for any statement, warranty, or representation in, or
      for
      the perfection of any security interest contemplated by, this Agreement or
      any
      related agreement, document or order, or for the designation or failure to
      designate this transaction as a “Highly Leveraged Transaction” for regulatory
      purposes, or shall be required to ascertain or to make any inquiry concerning
      the performance or observance by the Borrower or any Subsidiary Borrower of
      any
      of the terms, conditions, covenants, or agreements of this Agreement or any
      related agreement or document.

     

    (b)  Neither
      the Administrative Agent, the Issuing Lenders, nor any of their respective
      directors, officers, employees, or agents shall have any responsibility to
      the
      Borrower or any Subsidiary Borrower on account of the failure or delay in
      performance or breach by any of the Lenders or the Borrower or any Subsidiary
      Borrower of any of their respective obligations under this Agreement or any
      related agreement or document or in connection herewith or
      therewith.

     

    (c)  The
      Administrative Agent, and the Issuing Lenders, in such capacities hereunder,
      shall be entitled to rely on any communication, instrument, or document
      reasonably believed by it to be genuine or correct and to have been signed
      or
      sent by a Person or Persons believed by it to be the proper Person or Persons,
      and it shall be entitled to rely on advice of legal counsel, independent public
      accountants, and other professional advisers and experts selected by
      it.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      8.6.   Reimbursement
      and Indemnification. 

     

    Each
      of
      the Lenders severally and not jointly agrees (to the extent not reimbursed
      or
      otherwise paid by the Borrower or any Subsidiary Borrower (pursuant to Section
      10.5 hereof)) (i) to reimburse the Administrative Agent, in the amount of its
      Aggregate Exposure Percentage, for any expenses and fees incurred for the
      benefit of the Lenders under the Fundamental Documents, including, without
      limitation, counsel fees and compensation of agents and employees paid for
      services rendered on behalf of the Lenders, and any other expense incurred
      in
      connection with the administration or enforcement thereof; (ii) to indemnify
      and
      hold harmless the Administrative Agent and any of its directors, officers,
      employees, or agents, on demand, in the amount of its Aggregate Exposure
      Percentage, from and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
      of any kind or nature whatsoever which may be imposed on, incurred by, or
      asserted against it or any of them in any way relating to or arising out of
      the
      Fundamental Documents or any action taken or omitted by it or any of them under
      the Fundamental Documents to the extent not reimbursed by the Borrower or one
      of
      its Subsidiaries (including any Subsidiary Borrower) (except such as shall
      result from the gross negligence or willful misconduct of the Person seeking
      indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders
      and any of their respective directors, officers, employees, or agents or demand
      in the amount of its proportionate share from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs expenses or disbursements of any kind or nature whatever which may be
      imposed or incurred by or asserted against it relating to or arising out of
      the
      issuance of any Letters of Credit not reimbursed by the Borrower or one of
      its
      Subsidiaries (including any Subsidiary Borrower) (except such as shall result
      from the gross negligence or willful misconduct of the Person seeking
      indemnification).

     

    SECTION
      8.7.   Rights
      of Administrative Agent. 

     

    It
      is
      understood and agreed that JPMorgan Chase Bank shall have the same rights and
      powers hereunder (including the right to give such instructions) as the other
      Lenders and may exercise such rights and powers, as well as its rights and
      powers under other agreements and instruments to which it is or may be party,
      and engage in other transactions with the Borrower or any Subsidiary (including
      any Subsidiary Borrower) or other Affiliate thereof as though it were not the
      Administrative Agent on behalf of the Lenders under this Agreement.

     

    The
      Administrative Agent may perform any and all its duties and exercise its rights
      and powers by or through any one or more sub-agents appointed by the
      Administrative Agent; provided
      that no
      such delegation shall limit or reduce in any way the Administrative Agent’s
      duties and obligations to the Borrower or any Subsidiary Borrower under this
      Agreement. The Administrative Agent and any such sub-agent, and any Affiliate
      of
      the Administrative Agent or any such sub-agent, may perform any and all its
      duties and exercise its rights and powers through their respective directors,
      officers, employees, agents and advisors. The exculpatory provisions of Section
      8.5 shall apply to any such sub-agent and to the Related Parties of the
      Administrative Agent and any such sub-agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as Administrative Agent.

     

    SECTION
      8.8.   Independent
      Investigation by Lenders. 

     

    Each
      of
      the Lenders acknowledges that it has decided to enter into this Agreement and
      to
      make the Loans and issue and participate in the Letters of Credit hereunder,
      and
      will continue to make such decisions, based on its own analysis of the
      transactions contemplated hereby, based on such documents and other information
      as it has deemed appropriate and on the creditworthiness of the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Borrower
      and agrees that neither the Administrative Agent nor any Issuing Lender shall
      bear responsibility therefor.

     

    SECTION
      8.9.   Notice
      of Transfer. 

     

    The
      Administrative Agent and the Issuing Lenders may deem and treat any Lender
      which
      is a party to this Agreement as the owners of such Lender’s respective portions
      of the Loans and Letter of Credit reimbursement rights for all purposes, unless
      and until a written notice of the assignment or transfer thereof executed by
      any
      such Lender shall have been received by the Administrative Agent and become
      effective pursuant to Section 10.3.

     

    SECTION
      8.10.   Successor
      Administrative Agent. 

     

    The
      Administrative Agent may resign at any time by giving written notice thereof
      to
      the Lenders and the Borrower. Upon any such resignation, the Borrower (with
      the
      consent of the Required Lenders, which shall not be unreasonably withheld or
      delayed) shall have the right to appoint a successor Administrative Agent.
      If no
      successor Administrative Agent shall have been so appointed by the Borrower
      and
      shall have accepted such appointment, within 30 days after the retiring
      Administrative Agent’s giving of notice of resignation, the retiring
      Administrative Agent may, on behalf of the Lenders, appoint a successor
      Administrative Agent, which with the consent of the Borrower, which will not
      be
      unreasonably withheld, shall be a commercial bank organized or licensed under
      the laws of the United States of America or of any State thereof and having
      a
      combined capital and surplus of at least $500,000,000. Upon the acceptance
      of
      any appointment as Administrative Agent hereunder by a successor Administrative
      Agent, such successor Administrative Agent shall thereupon succeed to and become
      vested with all the rights, powers, privileges and duties of the retiring
      Administrative Agent, and the retiring Administrative Agent shall be discharged
      from its duties and obligations under this Agreement. After any retiring
      Administrative Agent’s resignation hereunder as Administrative Agent, the
      provisions of this Section 8 shall inure to its benefit as to any actions taken
      or omitted to be taken by it while it was Administrative Agent under this
      Agreement.

     

    SECTION
      8.11.   Resignation
      of an Issuing Lender. 

     

    Any
      Issuing Lender may resign at any time by giving written notice thereof to the
      Lenders and the Borrower. Upon any such resignation, such Issuing Lender shall
      be discharged from any duties and obligations under this Agreement in its
      capacity as an Issuing Lender with regard to Letters of Credit not yet issued.
      After any retiring Issuing Lender’s resignation hereunder as an Issuing Lender,
      the provisions of this Agreement shall continue to inure to its benefit as
      to
      any outstanding Letters of Credit or otherwise with regard to outstanding L/C
      Exposure and any actions taken or omitted to be taken by it while it was an
      Issuing Lender under this Agreement.

     

    SECTION
      8.12.   Agents
      Generally. 

     

    Except
      as
      expressly set forth herein, no Agent shall have any duties or responsibilities
      hereunder in its capacity as such; and shall incur no liability, under this
      Agreement and the other Fundamental Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	9.  	
              GUARANTY
                OF SUBSIDIARY BORROWER OBLIGATIONS

            


    

     

    SECTION
      9.1.   Guaranty.

     

    (a)  The
      Borrower hereby unconditionally and irrevocably guaranties to the Administrative
      Agent, for the ratable benefit of the Lenders and their respective successors,
      indorsees, transferees and assigns, the prompt and complete payment and
      performance by any Subsidiary Borrower when due (whether at the stated maturity,
      by acceleration or otherwise) of the Subsidiary Borrower
      Obligations.

     

    (b)  The
      Borrower further agrees to pay any and all expenses (including, without
      limitation, all fees and disbursements of counsel) which may be paid or incurred
      by the Administrative Agent, any Issuing Lender or any Lender in enforcing,
      or
      obtaining advice of counsel in respect of, any rights with respect to, or
      collecting, any or all of the Subsidiary Borrower Obligations and/or enforcing
      any rights with respect to, or collecting against, any Subsidiary Borrower
      under
      this Guaranty; provided,
      however,
      that
      the Borrower shall not be liable for the fees and expenses of more than one
      separate firm for the Lenders or any Issuing Lender (unless there shall exist
      an
      actual conflict of interest among such Persons, and in such case, not more
      than
      two separate firms) in connection with any one such action or any separate,
      but
      substantially similar or related actions in the same jurisdiction, nor shall
      the
      Borrower be liable for any settlement or proceeding effected without the
      Borrower’s written consent. This Guaranty shall remain in full force and effect
      until the Subsidiary Borrower Obligations are paid in full and the Commitments
      are terminated.

     

    (c)  No
      payment or payments made by any Subsidiary Borrower or any other Person or
      received or collected by the Administrative Agent or any Lender from any
      Subsidiary Borrower or any other Person by virtue of any action or proceeding
      or
      any set-off or appropriation or application, at any time or from time to time,
      in reduction of or in payment of the Subsidiary Borrower Obligations shall
      be
      deemed to modify, reduce, release or otherwise affect the liability of the
      Borrower hereunder which shall, notwithstanding any such payment or payments
      (other than payments made by the Borrower in respect of the Subsidiary Borrower
      Obligations or payments received or collected from the Borrower in respect
      of
      the Subsidiary Borrower Obligations), remain liable for the Subsidiary Borrower
      Obligations until the Subsidiary Borrower Obligations are paid in full and
      the
      Commitments are terminated.

     

    (d)  The
      Borrower agrees that whenever, at any time, or from time to time, it shall
      make
      any payment to the Administrative Agent or any Lender on account of its
      liability hereunder, it will notify the Administrative Agent and such Lender
      in
      writing that such payment is made under this Guaranty for such
      purpose.

     

    SECTION
      9.2.   No
      Subrogation.  Notwithstanding
      any payment or payments made by the Borrower hereunder, or any set-off or
      application of funds of the Borrower by the Administrative Agent or any Lender,
      the Borrower shall not be entitled to be subrogated to any of the rights of
      the
      Administrative Agent or any Lender against any Subsidiary Borrower or against
      any collateral security or Guaranty or right of offset held by the
      Administrative Agent or any Lender for the payment of the Subsidiary Borrower
      Obligations, nor shall the Borrower seek or be entitled to seek any contribution
      or reimbursement from any Subsidiary Borrower in respect of payments made by
      the
      Borrower hereunder, until all amounts owing to the Administrative Agent and
      the
      Lenders by any Subsidiary Borrower on account of the Subsidiary Borrower
      Obligations are paid in full and the Commitments are terminated. If any amount
      shall be paid to the Borrower on account of such subrogation rights at any
      time
      when all of the Subsidiary Borrower Obligations shall not have been paid in
      full, such amount shall be held by the Borrower in trust for the Administrative
      Agent and the Lenders, segregated from other funds of the Borrower, and shall,
      forthwith upon receipt by the Borrower, be turned over to the Administrative
      Agent 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    in
      the
      exact form received by the Borrower (duly indorsed by the Borrower to the
      Administrative Agent, if required), to be applied against the Subsidiary
      Borrower Obligations, whether matured or unmatured, in such order as the
      Administrative Agent may determine.

     

    SECTION
      9.3.   Amendments,
      etc. with respect to the Obligations; Waiver of Rights.  The
      Borrower shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against the Borrower, and without notice to or further
      assent by the Borrower, any demand for payment of any of the Subsidiary Borrower
      Obligations made by the Administrative Agent or any Lender may be rescinded
      by
      the Administrative Agent or such Lender, and any of the Subsidiary Borrower
      Obligations continued, and the Subsidiary Borrower Obligations, or the liability
      of any other party upon or for any part thereof, or any collateral security
      or
      guaranty therefor or right of offset with respect thereto, may, from time to
      time, in whole or in part, be renewed, extended, amended, modified, accelerated,
      compromised, waived, surrendered or released by the Administrative Agent or
      any
      Lender, and this Agreement and any other documents executed and delivered in
      connection herewith may be amended, modified, supplemented or terminated, in
      whole or in part, as the Administrative Agent (or the requisite Lenders, as
      the
      case may be) may deem advisable from time to time, and any collateral security,
      guaranty or right of offset at any time held by the Administrative Agent or
      any
      Lender for the payment of the Subsidiary Borrower Obligations may be sold,
      exchanged, waived, surrendered or released. Neither the Administrative Agent
      nor
      any Lender shall have any obligation to protect, secure, perfect or insure
      any
      Lien at any time held by it as security for the Subsidiary Borrower Obligations
      or for the Guaranty under this Section 9 or any property subject thereto. When
      making any demand hereunder against the Borrower, the Administrative Agent
      or
      any Lender may, but shall be under no obligation to, make a similar demand
      on
      any Subsidiary Borrower, and any failure by the Administrative Agent or any
      Lender to make any such demand or to collect any payments from any Subsidiary
      Borrower or any release of any Subsidiary Borrower shall not relieve the
      Borrower of its obligations or liabilities hereunder, and shall not impair
      or
      affect the rights and remedies, express or implied, or as a matter of law,
      of
      the Administrative Agent or any Lender against the Borrower. For the purposes
      hereof “demand” shall include the commencement and continuance of any legal
      proceedings.

    


    SECTION
      9.4.   Guaranty
      Absolute and Unconditional.  The
      Borrower waives any and all notice of the creation, renewal, extension or
      accrual of any of the Subsidiary Borrower Obligations and notice of or proof
      of
      reliance by the Administrative Agent or any Lender upon this Guaranty or
      acceptance of the Guaranty under this Section 9; the Subsidiary Borrower
      Obligations, and any of them, shall conclusively be deemed to have been created,
      contracted or incurred, or renewed, extended, amended or waived, in reliance
      upon the Guaranty under this Section 9; and all dealings between any Subsidiary
      Borrower and the Borrower, on the one hand, and the Administrative Agent and
      the
      Lenders, on the other, shall likewise be conclusively presumed to have been
      had
      or consummated in reliance upon the Guaranty under this Section 9. The Borrower
      waives diligence, presentment, protest, demand for payment and notice of default
      or nonpayment to or upon any Subsidiary Borrower or the Borrower with respect
      to
      the Subsidiary Borrower Obligations. The Guaranty under this Section 9 shall
      be
      construed as a continuing, absolute and unconditional guaranty of payment
      without regard to (a) the validity or enforceability of this Agreement, any
      of the Subsidiary Borrower Obligations or any other collateral security therefor
      or guaranty or right of offset with respect thereto at any time or from time
      to
      time held by the Administrative Agent or any Lender, (b) any defense,
      set-off or counterclaim (other than a defense of payment or performance) which
      may at any time be available to or be asserted by any Subsidiary Borrower
      against the Administrative Agent or any Lender, or (c) any other
      circumstance whatsoever (with or without notice to or knowledge of such
      Subsidiary Borrower or the Borrower) which constitutes, or might be construed
      to
      constitute, an equitable or legal discharge of Subsidiary Borrower for its
      Subsidiary Borrower Obligations, or of the Borrower under the guaranty under
      this Section 9, in bankruptcy or in any other instance. When pursuing its rights
      and remedies hereunder against the Borrower, the Administrative Agent and any
      Lender may, but shall be under no obligation to, pursue such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    rights
      and remedies as it may have against any Subsidiary Borrower or any other Person
      or against any collateral security or guaranty for the Subsidiary Borrower
      Obligations or any right of offset with respect thereto, and any failure by
      the
      Administrative Agent or any Lender to pursue such other rights or remedies
      or to
      collect any payments from any Subsidiary Borrower or any such other Person
      or to
      realize upon any such collateral security or guaranty or to exercise any such
      right of offset, or any release of Subsidiary Borrower or any such other Person
      or of any such collateral security, guaranty or right of offset, shall not
      relieve the Borrower of any liability hereunder, and shall not impair or affect
      the rights and remedies, whether express, implied or available as a matter
      of
      law, of the Administrative Agent or any Lender against such Subsidiary Borrower.
      The Guaranty under this Section 9 shall remain in full force and effect and
      be
      binding in accordance with and to the extent of its terms upon the Borrower
      and
      its successors and assigns thereof, and shall inure to the benefit of the
      Administrative Agent and the Lenders, and their respective successors,
      indorsees, transferees and assigns, until all the Subsidiary Borrower
      Obligations and the obligations of the Borrower under the Guaranty under this
      Section 9 shall have been satisfied by payment in full and the Commitments
      shall
      be terminated, notwithstanding that from time to time during the term of this
      Agreement any Subsidiary Borrower may be free from any Subsidiary Borrower
      Obligations.

     

    SECTION
      9.5.   Reinstatement.  The
      Guaranty under this Section 9 shall continue to be effective, or be reinstated,
      as the case may be, if at any time payment, or any part thereof, of any of
      the
      Subsidiary Borrower Obligations is rescinded or must otherwise be restored
      or
      returned by the Administrative Agent or any Lender upon the insolvency,
      bankruptcy, dissolution, liquidation or reorganization of any Subsidiary
      Borrower or upon or as a result of the appointment of a receiver, intervenor
      or
      conservator of, or trustee or similar officer for, any Subsidiary Borrower
      or
      any substantial part of its property, or otherwise, all as though such payments
      had not been made.

     

    
      	10.  	
              MISCELLANEOUS

            


    

     

    SECTION
      10.1.   Notices. 

     

    (a)  Notices
      and other communications provided for herein shall be in writing and shall
      be
      delivered or mailed (or in the case of telegraphic communication, if by
      telegram, delivered to the telegraph company and, if by telex, telecopy, graphic
      scanning or other telegraphic communications equipment of the sending party
      hereto, delivered by such equipment) addressed as follows: 

     

    (i)  if
      to the
      Administrative Agent, to it at JPMorgan Chase Bank, N.A., 1111 Fannin, 10th
      floor, Houston, Texas 77002, Attention of Jen Yi Lin (Telephone No.
      713-750-3550; Facsimile No. 713-750-2932), with a copy to Randolph Cates
      (Facsimile No. 212-270-3279); 

     

    (ii)  if
      to the
      Borrower, to it at 7 Sylvan Way, Parsippany, NJ 07054, Attention of Corporate
      Secretary (Facsimile No. 973-496-1127) and Treasurer (Facsimile No.
      973-496-6160), with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, Four
      Times Square, New York, NY 10036, Attention of James M. Douglas (Facsimile
      No.
      917-777-2868);

     

    (iii)  if
      to a
      Subsidiary Borrower, to it c/o the Borrower at 7 Sylvan Way, Parsippany, NJ
      07054, Attention of Corporate Secretary (Facsimile No. 973-496-1127) and
      Treasurer (Facsimile No. 973-496-6160), with a copy to Skadden, Arps, Slate,
      Meagher & Flom LLP, Four Times Square, New York, NY 10036, Attention of
      James M. Douglas (Facsimile No. 917-777-2868);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv)  if
      to a
      Lender, to it at its address notified to the Administrative Agent (or set forth
      in its Assignment and Acceptance or other agreement pursuant to which it became
      a Lender hereunder); and 

     

    (v)  if
      to
      JPMorgan Chase Bank, N.A., in its capacity as Issuing Lender, to it at JPMorgan
      Chase Bank, N.A. 1111 Fannin, 10th floor, Houston, Texas 77002, Attention of
      Jen
      Yi Lin (Telephone No. 713-750-3550; Facsimile No. 713-750-2932), or if to any
      other Issuing Lender, at the address for notices as such Issuing Lender provides
      in accordance with this Section 10.1;

     

    or
      such
      other address as such party may from time to time designate by giving written
      notice to the other parties hereunder. 

     

    (b)  Any
      party
      hereto may change its address or telecopy number and other communications
      hereunder for notices and other communications hereunder by notice to the other
      parties hereto. All notices and other communications given to any party hereto
      in accordance with the provisions of this Agreement shall be deemed to have
      been
      given on the date of receipt.

     

    (c)  Notices
      and other communication to the Lenders hereunder may be delivered or furnished
      by electronic communications pursuant to procedures approved by the
      Administrative Agent; provided
      that the
      foregoing shall not apply to notices pursuant to Section 2 unless otherwise
      agreed by the Administrative Agent and the applicable Lender. The Administrative
      Agent, the Borrower and any Subsidiary Borrower may, in its discretion, agree
      to
      accept notices and other communications to it hereunder by electronic
      communications pursuant to procedures approved by it; provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

    SECTION
      10.2.   Survival
      of Agreement, Representations and Warranties, etc.

     

    All
      warranties, representations and covenants made by the Borrower or any Subsidiary
      Borrower herein or in any certificate or other instrument delivered by it or
      on
      its behalf in connection with this Agreement shall be considered to have been
      relied upon by the Administrative Agent and the Lenders and shall survive the
      making of the Loans herein contemplated regardless of any investigation made
      by
      the Administrative Agent or the Lenders or on their behalf and shall continue
      in
      full force and effect so long as any amount due or to become due hereunder
      is
      outstanding and unpaid and so long as the Commitments have not been terminated.
      All statements in any such certificate or other instrument shall constitute
      representations and warranties by the Borrower or such Subsidiary Borrower
      hereunder.

     

    SECTION
      10.3.   Successors
      and Assigns; Syndications; Loan Sales;
      Participations. 

     

    (a)  Whenever
      in this Agreement any of the parties hereto is referred to, such reference
      shall
      be deemed to include the successors and assigns of such party (provided,
      however,
      that
      neither Borrower nor any Subsidiary Borrower may assign its rights hereunder
      without the prior written consent of all the Lenders), and all covenants,
      promises and agreements by, or on behalf of, the Borrower or any Subsidiary
      Borrower which are contained in this Agreement shall inure to the benefit of
      the
      successors and assigns of the Lenders.

     

    (b)  Each
      of
      the Lenders may (but only with the prior written consent of the Administrative
      Agent, the relevant Issuing Lenders and the Borrower, which consents shall
      not
      be unreasonably withheld or delayed, provided
      that the
      consent of the Borrower shall not be required if an Event of Default has
      occurred and is continuing, provided further
      that the
      consent of the Issuing Lenders shall not be required for an assignment of all
      or
      any portion of a Term Loan or Term Commitment) assign 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    to
      one or
      more banks or other entities either (i) all or a portion of its interests,
      rights and obligations under this Agreement (including, without limitation,
      all
      or a portion of its Commitment and the same portion of the Revolving Credit
      Loans and Term Loans at the time owing to it and its L/C Exposure) (a
“Ratable
      Assignment”)
      or
      (ii) (A) all or a portion of its rights and obligations under and in respect
      of
      its Revolving Commitment under this Agreement and the same portion of the
      Revolving Credit Loans at the time owing to it and its L/C Exposure or (B)
      all
      or a portion of its rights and obligations under and in respect of its Term
      Commitments or Term Loans (each a “Non-Ratable
      Assignment”);
      provided,
      however,
      that
      (1) each Non-Ratable Assignment shall be of a constant, and not a varying,
      percentage of all of the assigning Lender’s rights and obligations in respect of
      the Loans, L/C Exposure and the Commitment, as applicable, which are the subject
      of such assignment, (2) each Ratable Assignment shall be of a constant, and
      not
      a varying, percentage of the assigning Lender’s rights and obligations under
      this Agreement, (3) the amount of the Commitment of the assigning Lender subject
      to each such assignment (determined as of the date the Assignment and Acceptance
      with respect to such assignment is delivered to the Lender) shall be in a
      minimum principal amount of $1,000,000 (or, if less, the remaining portion
      of
      the assigning Lender’s rights and obligations under this Agreement) unless
      otherwise agreed by the Borrower and the Administrative Agent, (4) the parties
      to each such assignment shall execute and deliver to the Administrative Agent,
      for its acceptance and recording in the Register (as defined below), an
      Assignment and Acceptance, together with a processing and recordation fee of
      $3,500 and (5) no Lender shall assign or sell participations of all or a portion
      of its interest in a Loan to any Person who is (A) listed on the Specially
      Designated Nationals and Blocked Persons List (the “SDN List”) maintained by the
      U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) and/or on
      any other similar list maintained by the OFAC pursuant to any authorizing
      statute, Executive Order or regulation (collectively, “OFAC Laws and
      Regulations”); or (B) included within the term “designated national” as defined
      in the Cuban Assets Control Regulations, 31 C.F.R. Part 515. Upon such
      execution, delivery, acceptance and recording, and from and after the effective
      date specified in each Assignment and Acceptance, which effective date shall
      be
      not earlier than five Business Days (or such shorter period approved by the
      Administrative Agent) after the date of acceptance and recording by the
      Administrative Agent, (x) the assignee thereunder shall be a party hereto and,
      to the extent provided in such Assignment and Acceptance, have the rights and
      obligations of a Lender hereunder and (y) the assigning Lender thereunder shall,
      to the extent provided in such Assignment and Acceptance, be released from
      its
      obligations under this Agreement (and, in the case of an Assignment and
      Acceptance covering all or the remaining portion of the assigning Lender’s
      rights and obligations under this Agreement, such assigning Lender shall cease
      to be a party hereto).

     

    (c)  Notwithstanding
      the other provisions of this Section 10.3, each Lender may at any time make
      a
      Ratable Assignment or a Non-Ratable Assignment of its interests, rights and
      obligations under this Agreement to (i) any Affiliate of such Lender or (ii)
      any
      other Lender hereunder without the consent of the Borrower provided
      that it
      meets the registration requirements in Section 10.3(b)(4).

     

    (d)  By
      executing and delivering an Assignment and Acceptance, the assigning Lender
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than the representation and
      warranty that it is the legal and beneficial owner of the interest being
      assigned thereby free and clear of any adverse claim, the assigning Lender
      makes
      no representation or warranty and assumes no responsibility with respect to
      any
      statements, warranties or representations made in, or in connection with, this
      Agreement or the execution, legality, validity, enforceability, genuineness,
      sufficiency or value of the Fundamental Documents or any other instrument or
      document furnished pursuant hereto or thereto; (ii) such Lender assignor makes
      no representation or warranty and assumes no responsibility with respect to
      the
      financial condition of the Borrower or the performance or observance by the
      Borrower or any Subsidiary Borrower of any of its obligations under the
      Fundamental Documents; (iii) such assignee confirms that it has received a
      copy
      of this Agreement, together with copies of the most recent financial statements
      delivered pursuant to Sections 5.1(a) and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.1(b)
      (or
      if none of such financial statements shall have then been delivered, then copies
      of the financial statements referred to in Section 3.4 hereof) and such other
      documents and information as it has deemed appropriate to make its own credit
      analysis and decision to enter into such Assignment and Acceptance; (iv) such
      assignee will, independently and without reliance upon the assigning Lender,
      the
      Administrative Agent or any other Lender and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit decisions in taking or not taking action under this Agreement; (v) such
      assignee appoints and authorizes the Administrative Agent to take such action
      as
      agent on its behalf and to exercise such powers under the Fundamental Documents
      as are delegated to the Administrative Agent by the terms thereof, together
      with
      such powers as are reasonably incidental thereto; and (vi) such assignee agrees
      that it will be bound by the provisions of this Agreement and will perform
      in
      accordance with its terms all of the obligations which by the terms of this
      Agreement are required to be performed by it as a Lender.

     

    (e)  The
      Administrative Agent, on behalf of the Borrower, shall maintain at its address
      at which notices are to be given to it pursuant to Section 10.1, a copy of
      each
      Assignment and Acceptance delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders and the Commitments of, and the principal
      and interest amounts of the Loans owing to, each Lender from time to time (the
      “Register”).
      The
      entries in the Register shall be conclusive, in the absence of manifest error,
      and the Borrower, any Subsidiary Borrower, the Administrative Agent, the Issuing
      Lenders and the Lenders shall treat each Person whose name is recorded in the
      Register as the owner of a Loan or other obligation hereunder as the owner
      thereof for all purposes of this Agreement and the other Fundamental Documents,
      notwithstanding any notice to the contrary. Any assignment shall be effective
      only upon appropriate entries with respect thereto being made in the Register.
      The Register shall be available for inspection by the Borrower or any Lender
      at
      any reasonable time and from time to time upon reasonable prior
      notice.

     

    (f)  Upon
      its
      receipt of an Assignment and Acceptance executed by an assigning Lender and
      an
      assignee and the processing and recordation fee, the Administrative Agent
      (subject to the right, if any, of the Borrower to require its consent thereto)
      shall, if such Assignment and Acceptance has been completed and is substantially
      in the form of Exhibit C hereto, (i) accept such Assignment and Acceptance,
      (ii)
      record the information contained therein in the Register and (iii) give prompt
      written notice thereof to the Borrower. 

     

    (g)  Each
      of
      the Lenders may, without the consent of the Borrower, the Administrative Agent
      or any Issuing Lender, sell participations to one or more banks or other
      entities (a “Participant”)
      in all
      or a portion of its rights and obligations under this Agreement (including,
      without limitation, all or a portion of its Commitment and the Loans owing
      to
      it); provided,
      however,
      that
      (i) any such Lender’s obligations under this Agreement shall remain unchanged,
      (ii) such Participant shall not be granted any voting rights under this
      Agreement, except with respect to matters requiring the consent of each of
      the
      Lenders hereunder, (iii) any such Lender shall remain solely responsible to
      the
      other parties hereto for the performance of such obligations, (iv) the
      participating banks or other entities shall be entitled to the cost protection
      provisions of Sections 2.18, 2.19, 2.21, 2.25 and 2.28 hereof (and subject
      to
      the limitations thereof) but a Participant shall not be entitled to receive
      pursuant to such provisions an amount larger than its share of the amount to
      which the Lender granting such participation would have been entitled to
      receive; provided
      that a
      Participant shall not be entitled to the benefits of Section 2.25 unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section
      2.25(e) as though it were a Lender, and (v) the Borrower, the Administrative
      Agent and the other Lenders shall continue to deal solely and directly with
      such
      Lender in connection with such Lender’s rights and obligations under this
      Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h)  The
      Lenders may, in connection with any assignment or participation or proposed
      assignment or participation pursuant to this Section 10.3, disclose to the
      assignee or Participant or proposed assignee or Participant, any information,
      including confidential information, relating to the Borrower furnished to the
      Administrative Agent by or on behalf of the Borrower; provided
      that
      prior to any such disclosure, each such assignee or Participant or proposed
      assignee or Participant agrees in writing to be bound by the confidentiality
      provisions of Section 10.15.

     

    (i)  Each
      Lender hereby represents that it is a commercial lender or financial institution
      which makes loans in the ordinary course of its business and that it will make
      the Loans hereunder for its own account in the ordinary course of such business;
      provided,
      however,
      that,
      subject to preceding clauses (a) through (h), the disposition of the
      Indebtedness held by that Lender shall at all times be within its exclusive
      control.

     

    (j)  Any
      Lender may at any time and from time to time pledge, or otherwise grant a
      security interest in, all or a portion of its rights under this Agreement,
      including any such pledge or grant to any Federal Reserve Bank, and, with
      respect to any Lender which is a fund, to the fund’s trustee in support of its
      obligations to such trustee, and this Section shall not apply to any such pledge
      or grant; provided
      that no
      such pledge or grant shall release a Lender from any of its obligations
      hereunder or substitute any such assignee for such Lender as a party hereto.
      The
      Borrower and any relevant Subsidiary Borrower shall, upon receipt of a written
      request from any Lender, issue a Note to facilitate such
      transactions.

     

    (k)  Notwithstanding
      anything to the contrary contained herein, any Lender (a “Granting
      Lender”)
      may
      grant to a special purpose funding vehicle (an “SPC”),
      identified as such in writing from time to time by the Granting Lender to the
      Administrative Agent and the Borrower, the option to provide to the Borrower
      or
      any Subsidiary Borrower all or any part of any Revolving Credit Loan that such
      Granting Lender would otherwise be obligated to make to the Borrower or such
      Subsidiary Borrower pursuant to Section 2.1 or 2.10, provided
      that (i)
      nothing herein shall constitute a commitment to make any Revolving Credit Loan
      by any SPC and (ii) if an SPC elects not to exercise such option or otherwise
      fails to provide all or any part of such Revolving Credit Loan or fund any
      other
      obligation required to be funded by it hereunder, the Granting Lender shall
      be
      obligated to make such Revolving Credit Loan or fund such obligation pursuant
      to
      the terms hereof. The making of a Revolving Credit Loan by an SPC hereunder
      shall satisfy the obligation of the Granting Lenders to make Revolving Credit
      Loans to the same extent, and as if, such Loan were made by the Granting Lender.
      Each party hereto hereby agrees that no SPC shall be liable for any payment
      under this Agreement for which a Lender would otherwise be liable, for so long
      as, and to the extent, the related Granting Lender makes such payment. In
      furtherance of the foregoing, each party hereto hereby agrees that, prior to
      the
      date that is one year and one day after the payment in full of all outstanding
      senior indebtedness of any SPC, it will not institute against or join any other
      person in instituting against, such SPC any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings or similar proceedings under
      the laws of the United States or any State thereof. In addition, notwithstanding
      anything to the contrary contained in this Section 10.3 any SPC may (i) with
      notice to, but without the prior written consent of, the Borrower or the
      Administrative Agent and without paying any processing fee therefor, assign
      all
      or a portion of its interests in any Revolving Credit Loan to its Granting
      Lender or to any financial institutions providing liquidity and/or credit
      facilities to or for the account of such SPC to fund the Revolving Credit Loans
      made by SPC or to support the securities (if any) issued by such SPC to fund
      such Revolving Credit Loans and (ii) disclose on a confidential basis any
      non-public information relating to its Revolving Credit Loans to any rating
      agency, commercial paper dealer or provider of a surety, guarantee or credit
      or
      liquidity enhancement to such SPC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      10.4.   Expenses. 

     

    Whether
      or not the transactions hereby contemplated shall be consummated, the Borrower
      agrees to pay all reasonable and documented out-of-pocket expenses incurred
      by
      the Administrative Agent in connection with the syndication, preparation,
      execution, delivery and administration of this Agreement, the making of the
      Loans and issuance and administration of the Letters of Credit, the reasonable
      and documented fees and disbursements of Simpson Thacher & Bartlett LLP,
      counsel to the Administrative Agent, as well as all reasonable and documented
      out-of-pocket expenses incurred by the Lenders in connection with any
      restructuring or workout of this Agreement or the Letters of Credit or in
      connection with the enforcement or protection of the rights of the Lenders
      in
      connection with this Agreement or the Letters of Credit or any other Fundamental
      Document, and with respect to any action which may be instituted by any Person
      against any Lender or any Issuing Lender in respect of the foregoing, or as
      a
      result of any transaction, action or nonaction arising from the foregoing,
      including but not limited to the reasonable and documented fees and
      disbursements of any counsel for the Lenders or any Issuing Lender, provided,
      however,
      that
      the Borrower shall not be liable for the fees and expenses of more than one
      separate firm for the Lenders or any Issuing Lender (unless there shall exist
      an
      actual conflict of interest among such Persons, and in such case, not more
      than
      two separate firms) in connection with any one such action or any separate
      but
      substantially similar or related actions in the same jurisdiction, nor shall
      the
      Borrower be liable for any settlement or any proceeding effected without the
      Borrower’s written consent. Such payments shall be made on the Effective Date
      and thereafter on demand. The obligations of the Borrower under this Section
      shall survive the termination of this Agreement and/or the payment of the Loans
      and/or expiration of the Letters of Credit.

     

    SECTION
      10.5.   Indemnity. 

     

    Further,
      by the execution hereof, the Borrower and each Subsidiary Borrower agrees to
      indemnify and hold harmless the Administrative Agent and the Lenders and the
      Issuing Lenders and their respective Related Parties (each, an “Indemnified
      Party”)
      from
      and against any and all expenses (including reasonable and documented fees
      and
      disbursements of counsel), losses, claims, damages and liabilities arising
      out
      of any claim, litigation, investigation or proceeding (regardless of whether
      any
      such Indemnified Party is a party thereto) in any way relating to the
      transactions contemplated hereby, but excluding therefrom all expenses, losses,
      claims, damages, and liabilities arising out of or resulting from the gross
      negligence or willful misconduct of the Indemnified Party seeking
      indemnification or any of its Related Parties, provided,
      however,
      neither
      the Borrower nor any Subsidiary Borrower shall be liable for the fees and
      expenses of more than one separate firm for all such Indemnified Parties (unless
      there shall exist an actual conflict of interest among such Indemnified Parties,
      and in such case, not more than two separate firms) in connection with any
      one
      such action or any separate but substantially similar or related actions in
      the
      same jurisdiction, nor shall the Borrower or any Subsidiary Borrower be liable
      for any settlement of any proceeding effected without the Borrower’s or such
      Subsidiary Borrower’s written consent, and provided further,
      however,
      that
      this Section 10.5 shall not be construed to expand the scope of the
      reimbursement obligations of the Borrower and any Subsidiary Borrower specified
      in Section 10.4. The obligations of the Borrower and any Subsidiary Borrower
      under this Section 10.5 shall survive the termination of this Agreement and/or
      payment of the Loans and/or the expiration of the Letters of Credit.


     

    SECTION
      10.6.   CHOICE
      OF LAW. 

     

    THIS
      AGREEMENT AND THE NOTES HAVE BEEN EXECUTED AND DELIVERED IN THE STATE OF NEW
      YORK AND SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED
      BY,
      THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY
      WITHIN SUCH STATE AND, IN THE 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CASE
      OF
      PROVISIONS RELATING TO INTEREST RATES, ANY APPLICABLE LAWS OF THE UNITED STATES
      OF AMERICA.

     

    SECTION
      10.7.   No
      Waiver. 

     

    No
      failure on the part of the Administrative Agent, any Lender or any Issuing
      Lender to exercise, and no delay in exercising, any right, power or remedy
      hereunder or with regards to the Letters of Credit shall operate as a waiver
      thereof, nor shall any single or partial exercise of any such right, power
      or
      remedy preclude any other or further exercise thereof or the exercise of any
      other right, power or remedy. All remedies hereunder are cumulative and are
      not
      exclusive of any other remedies provided by law.

     

    SECTION
      10.8.   Extension
      of Maturity. 

     

    Except
      as
      otherwise specifically provided in Section 1 or 8 hereof, should any payment
      of
      principal, interest or any other amount due hereunder become due and payable
      on
      a day other than a Business Day, the maturity thereof shall be extended to
      the
      next succeeding Business Day and, in the case of principal, interest shall
      be
      payable thereon at the rate herein specified during such extension.

     

    SECTION
      10.9.   Amendments,
      etc.

     

    (a) Except
      as
      expressly set forth in this Agreement, no modification, amendment or waiver
      of
      any provision of this Agreement, and no consent to any departure by the Borrower
      herefrom or therefrom, shall in any event be effective unless the same shall
      be
      in writing and signed or consented to in writing by the Required Lenders, and
      then such waiver or consent shall be effective only in the specific instance
      and
      for the purpose for which given; provided,
      however,
      that no
      such modification or amendment shall without the written consent of each Lender
      affected thereby (i) increase or extend the expiration date of the Revolving
      Commitment of a Lender or postpone or waive any scheduled reduction in the
      Revolving Commitments, (ii) provide for funding of Revolving Credit Loans,
      Swingline Loans or Term Loans at any location outside of the United States,
      (iii) alter the stated maturity or principal amount of any installment of any
      Loan (or any reimbursement obligation with respect to a Letter of Credit) or
      decrease the rate of interest payable thereon or extend the scheduled date
      of
      any payment thereof, or the rate at which the Commitment Fees or letter of
      credit fees accrue, (iv) waive a default under Section 7(b) hereof with respect
      to a scheduled principal installment of any Loan, (v) release the Borrower
      from
      its obligations under the Guaranty (except in accordance with its terms) or
      (vi)
      release Cendant from its obligations under the Cendant Guaranty (except in
      accordance with its terms); and provided,
      further
      that no
      such modification or amendment shall without the written consent of all of
      the
      Lenders (x) amend or modify any provision of this Agreement which provides
      for
      the unanimous consent or approval of the Lenders or (y) amend this Section
      10.9
      or the definition of Required Lenders; and provided,
      further
      that no
      such modification or amendment shall (A) decrease the Revolving Commitment
      of
      any Lender without the written consent of such Lender or (B) change the
      provisions of Section 2.22, Section 2.23 or 8.3 in a manner that would alter
      the
      pro rata sharing of payments required thereby, without the consent of each
      affected Lender. No such amendment or modification may adversely affect the
      rights and obligations of the Administrative Agent or any Issuing Lender
      hereunder without its prior written consent. No notice to or demand on the
      Borrower shall entitle the Borrower to any other or further notice or demand
      in
      the same, similar or other circumstances. Each holder of a Note shall be bound
      by any amendment, modification, waiver or consent authorized as provided herein,
      whether or not a Note shall have been marked to indicate such amendment,
      modification, waiver or consent and any consent by any holder of a Note shall
      bind any Person subsequently acquiring a Note, whether or not a Note is so
      marked.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  In
      addition, notwithstanding the foregoing, this Agreement may be amended with
      the
      written consent of the Administrative Agent, the Borrower and each of the
      Lenders providing the relevant Replacement Term Loans (as defined below) to
      permit the refinancing, replacement or modification of all outstanding Term
      Loans (“Replaced
      Term Loans”)
      with a
      replacement term loan tranche hereunder (“Replacement
      Term Loans”),
      provided
      that (i)
      the aggregate principal amount of such Replacement Term Loans shall not exceed
      the aggregate principal amount of such Replaced Term Loans, (ii) the applicable
      margin for such Replacement Term Loans shall not be higher than the applicable
      margin for such Replaced Term Loans and (iii) the weighted average life to
      maturity of such Replacement Term Loans shall not be shorter than the weighted
      average life to maturity of such Replaced Term Loans at the time of such
      refinancing.

     

    (c)  This
      Agreement may be amended without consent of the Lenders, so long as no Default
      or Event of Default shall have occurred and be continuing, as
      follows:

     

    (i)  This
      Agreement will be amended to designate any Subsidiary of the Borrower as a
      Subsidiary Borrower upon (v) ten Business Days’ prior notice to the Lenders
      (such notice to contain the name, primary business address and taxpayer
      identification number of such Subsidiary), (w) the execution and delivery by
      the
      Borrower, such Subsidiary and the Administrative Agent of a Joinder Agreement,
      substantially in the form of Exhibit F (a “Joinder
      Agreement”),
      providing for such Subsidiary to become a Subsidiary Borrower, (x) the agreement
      and acknowledgment by the Borrower and each other Subsidiary Borrower that
      the
      Guaranty contained in Section 9 covers the Obligations of such Subsidiary,
      (y)
      if the Cendant Guaranty remains effective, the agreement and acknowledgment
      by
      Cendant that the Cendant Guaranty covers the Obligations of such Subsidiary
      and
      (z) the delivery to the Administrative Agent of (1) corporate or other
      applicable resolutions, other corporate or other applicable documents,
      certificates and legal opinions in respect of such Subsidiary substantially
      equivalent to comparable documents delivered on the Effective Date and (2)
      such
      other documents with respect thereto as the Administrative Agent shall
      reasonably request. 

     

    (ii)  This
      Agreement will be amended to remove any Subsidiary as a Subsidiary Borrower
      upon
      execution and delivery by the Borrower to the Administrative Agent of a written
      notification to such effect and repayment in full of all Loans made to such
      Subsidiary Borrower, cash collateralization of all reimbursement obligations
      in
      respect of any Letters of Credit issued for the account of such Subsidiary
      Borrower and repayment in full of all other amounts owing by such Subsidiary
      Borrower under this Agreement (it being agreed that any such repayment shall
      be
      in accordance with the other terms of this Agreement); provided,
      however,
      that no
      such amendment shall affect or limit the Borrower’s obligations under the
      Guaranty.

     

    SECTION
      10.10.   Severability. 

     

    Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    SECTION
      10.11.   SERVICE
      OF PROCESS; WAIVER OF JURY TRIAL. 

     

    (a)  THE
      ADMINISTRATIVE AGENT, EACH LENDER AND ISSUING LENDER, THE BORROWER AND EACH
      SUBSIDIARY BORROWER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE
      COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND TO THE
      JURISDICTION OF THE UNITED STATES DISTRICT 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    COURT
      FOR
      THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR
      OTHER
      PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
      HEREOF BROUGHT BY THE ADMINISTRATIVE AGENT, A LENDER OR AN ISSUING LENDER.
      THE
      BORROWER AND EACH SUBSIDIARY BORROWER TO THE EXTENT PERMITTED BY APPLICABLE
      LAW
      (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE,
      OR
      OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS, ANY
      CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED
      COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION,
      THAT
      THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE
      VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT
      OR
      THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (B)
      HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY
      OFFSETS OR COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE
      ARISE FROM THE SAME SUBJECT MATTER. EACH LENDER, EACH ISSUING LENDER, THE
      BORROWER AND EACH SUBSIDIARY BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS
      BY
      MAIL AT ITS ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 10.1
      HEREOF. THE BORROWER AND EACH SUBSIDIARY BORROWER AGREES THAT ITS SUBMISSION
      TO
      JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS
      BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS AND EACH ISSUING LENDER. FINAL
      JUDGMENT AGAINST THE BORROWER OR SUCH SUBSIDIARY BORROWER IN ANY SUCH ACTION,
      SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
      JURISDICTION (A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED
      OR
      TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT
      OF
      INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY THEREIN DESCRIBED OR (B)
      IN
      ANY OTHER MANNER PROVIDED BY, OR PURSUANT TO, THE LAWS OF SUCH OTHER
      JURISDICTION, PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT, A LENDER OR
      AN
      ISSUING LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL
      PROCEEDINGS AGAINST THE BORROWER OR SUCH SUBSIDIARY BORROWER OR ANY OF ITS
      ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY
      OR
      PLACE WHERE THE BORROWER, SUCH SUBSIDIARY BORROWER OR SUCH ASSETS MAY BE
      FOUND.

     

    (b)  TO
      THE
      EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY
      HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
      PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM
      IN
      RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT
      OF
      OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER
      NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OR OTHERWISE.
      EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT THE PROVISIONS
      OF
      THIS SECTION 10.11(b) CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE OTHER
      PARTIES HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT.
      THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
      10.11(b) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF SUCH OTHER PARTY
      TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

     

    SECTION
      10.12.   Headings. 

     

    Section
      headings used herein are for convenience only and are not to affect the
      construction of or be taken into consideration in interpreting this
      Agreement.

     

    SECTION
      10.13.   Execution
      in Counterparts. 

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original, but all of which taken together shall constitute one
      and
      the same instrument.

     

    SECTION
      10.14.   Entire
      Agreement. 

     

    This
      Agreement represents the entire agreement of the parties with regard to the
      subject matter hereof and the terms of any letters and other documentation
      entered into among the Borrower, the Administrative Agent, the Syndication
      Agents or any Lender (other than the provisions of the letter agreements dated
      April 10, 2006, among the Borrower, JPMorgan Chase Bank, N.A., J.P. Morgan
      Securities Inc. and Calyon New York Branch, relating to fees and expenses and
      syndication issues) prior to the execution of this Agreement which relate to
      Loans to be made or the Letters of Credit to be issued hereunder shall be
      replaced by the terms of this Agreement.

     

    SECTION
      10.15.   Confidentiality. 

     

    Each
      of
      the Administrative Agent, the Issuing Lenders and the Lenders agrees that it
      will not use, either directly or indirectly, any of the Confidential Information
      except in connection with this Agreement and the transactions contemplated
      hereby. Neither the Administrative Agent, the Issuing Lender or any Lender
      shall
      disclose to any Person the Confidential Information, except 

     

    (a)  to
      its
      Affiliates, and to its and its Affiliates’ respective directors, officers,
      employees and agents, including accountants, legal counsel and other
      professional advisors who need to know the Confidential Information for purposes
      related to this Agreement or any other Fundamental Document or any transactions
      contemplated thereby or reasonably incidental to the administration of this
      Agreement or the other Fundamental Documents (it being understood that the
      Persons to whom such disclosure is made will be informed of the confidential
      nature of such Confidential Information and agree to keep such Confidential
      Information confidential in accordance with the provisions of this Section
      10.15), 

     

    (b)  to
      the
      extent requested by any regulatory authority having jurisdiction over it or
      its
      Affiliates,

     

    (c)  to
      the
      extent required by Applicable Law, regulations or by any subpoena or similar
      legal process, provided
      that the
      Administrative Agent, such Issuing Lender or such Lender, as the case may be,
      shall request confidential treatment of such Confidential Information to the
      extent permitted by Applicable Law and the Administrative Agent, such Issuing
      Lender or such Lender, as the case may be, shall, to the extent permitted by
      Applicable Law, promptly inform the Borrower with respect thereto so that the
      Borrower may seek appropriate protective relief to the extent permitted by
      Applicable Law, provided further
      that in
      the event that such protective remedy or other remedy is not obtained, the
      Administrative Agent, such Issuing Lender or such Lender, as the case may be,
      shall furnish only that portion of the Confidential Information that is legally
      required and shall disclose the Confidential Information in a manner reasonably
      designed to preserve its confidential nature,

     

    (d)  to
      any
      other Lender party to this Agreement,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  in
      connection with the exercise of any remedies hereunder or any suit, action
      or
      proceeding relating to this Agreement or the enforcement of rights
      hereunder,

     

    (f)  subject
      to an agreement containing provisions substantially the same as those of this
      Section, to (i) any assignee of or Participant in, or any prospective assignee
      of or Participant in, any of its rights or obligations under this Agreement
      or
      (ii) any actual or prospective counterparty (or its advisors) to any swap or
      derivative transaction relating to the Borrower and its
      obligations,

     

    (g)  with
      the
      prior written consent of the Borrower or

     

    (h)  to
      the
      extent such Information (i) becomes publicly available other than as a result
      of
      a breach of this Section 10.15 or (ii) becomes available to the Administrative
      Agent, any Issuing Lender or any Lender on a nonconfidential basis from a source
      other than the Borrower, its Affiliates or Representatives, which source, to
      the
      reasonable knowledge of the Administrative Agent, the Issuing Lender or any
      Lender, as may be appropriate, is not prohibited from disclosing such
      Confidential Information to the Administrative Agent, Issuing Bank or such
      Lender by a contractual, legal or fiduciary obligation, to the Borrower, the
      Administrative Agent or any Lender.

     

    (i)  Neither
      the Administrative Agent nor any Lender shall make any public announcement,
      advertisement, statement or communication regarding the Borrower, its Affiliates
      or this Agreement or the transactions contemplated hereby without the prior
      written consent of the Borrower. The obligations of the Administrative Agent
      and
      each Lender under this Section 10.15 shall survive the termination or expiration
      of this Agreement.

     

    SECTION
      10.16.   USA
      PATRIOT Act.
      Each
      Lender hereby notifies the Borrower and each Subsidiary Borrower party hereto
      that pursuant to the requirements of the USA Patriot Act (Title III of Pub.
      L.
      107-56 (signed into law October 26, 2001)) (the “Act”),
      it is
      required to obtain, verify and record information that identifies the Borrower,
      which information includes the name and address of the Borrower or such
      Subsidiary Borrower and other information that will allow such Lender to
      identify the Borrower or such Subsidiary Borrower in accordance with the Act.
      The Borrower and each Subsidiary Borrower party hereto shall promptly provide
      such information upon request by any Lender. In connection therewith, each
      Lender hereby agrees that the confidentiality provisions set forth in Section
      10.15 shall apply to any non-public information provided to it by the Borrower
      and its Subsidiaries pursuant to this Section 10.16.

     

    SECTION
      10.17.   Replacement
      of Lenders.
      

     

    If
      any
      Lender refuses to consent to an amendment, modification or waiver of this
      Agreement that is approved by the Required Lenders pursuant to Section 10.9
      (a
“Non-Consenting
      Lender”),
      if
      any Lender is a Defaulting Lender, or under any other circumstances set forth
      herein expressly providing that the Borrower shall have the right to replace
      a
      Lender as a party to this Agreement, the Borrower may, upon notice to such
      Lender and the Administrative Agent and subject to Section 2.21, replace such
      Lender by causing such Lender to assign its Commitment (with the assignment
      fee
      to be paid by the Borrower in such instance) pursuant to Section 10.3 to one
      or
      more banks or other entities procured by the Borrower upon receipt of all
      amounts due and owing to it.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    




    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the day and the year first above written.

     

    
      	 	 	 	
              TRAVELPORT
                INC.,

              as
                Borrower

               

            	 
	 	 	
              By:

            	
              /s/
                Kevin P. Monaco

            	 
	 	 	 	
              Name: Kevin
                P. Monaco

              Title:
                 Vice
                President and Assistant Treasurer

               

            	 


    

    


     

    


     

    
      	 	 	 	
              GALILEO
                INTERNATIONAL TECHNOLOGY, LLC,

              as
                a Subsidiary Borrower

               

            	 
	 	 	
              By:

            	
              /s/
                Kevin P. Monaco

            	 
	 	 	 	
              Name:
                Kevin P. Monaco

              Title:
                 Vice
                President and Assistant Treasurer, Travelport Inc., by Power of
                Attorney

            	 


    

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    


    
      	 	 	 	
              JPMORGAN
                CHASE BANK, N.A.,

              as
                Administrative Agent and Lender

               

            	 
	 	 	
              By:

            	
              /s/
                Randolph Cates

            	 
	 	 	 	
              Name: Randolph
                Cates

              Title:
                Vice President

               

            	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	 	 	 	
              BANK
                OF AMERICA, N.A.,

              as
                a Syndication Agent and Lender

               

            	 
	 	 	
              By:

            	
              /s/
                John Pocalyko

            	 
	 	 	 	
              Name:
                John Pocalyko

              Title:
                 
                Senior Vice President

               

            	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	 	 	 	
              CITICORP
                NORTH AMERICA, INC., as a Syndication Agent and Lender

               

            	 
	 	 	
              By:

            	
              /s/
                Hugo Arias

            	 
	 	 	 	
              Name:
                Hugo Arias

              Title:
                 Vice-President

               

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	 	 	 	
              CALYON
                NEW YORK BRANCH,

              as
                a Lender

               

            	 
	 	 	
              By:

            	
              /s/
                James Gibson

            	 
	 	 	 	
              Name:
                James Gibson

              Title:
                 Managing
                Director

               

               

            	 
	 	 	
              By:

            	
              /s/
                Yuri Muzichenko

            	 
	 	 	 	
              Name:
                Yuri Muzichenko

              Title:
                 Director

               

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	 	
              SCOTIABANC
                INC.,

              as
                a Lender

               

            	 
	 	 	
              By:

            	
              /s/
                N. Bell

            	 
	 	 	 	
              Name:
                N. Bell

              Title:
                 Sr.
                Manager

               

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    
      	 	 	 	
              THE
                BANK OF NOVA SCOTIA,

              as
                a Lender

               

            	 
	 	 	
              By:

            	
              /s/
                Todd Meller

            	 
	 	 	 	
              Name:
                Todd Meller

              Title:
                 Managing
                Director