Exhibit 10.1


    Exhibit
      10.1

     

    =====================================================================

     

    $750,000,000

     

    CREDIT
      AGREEMENT,

     

     

    Dated
      as
      of July 21, 2006,

     

     

    among

     

    PHH
      CORPORATION,

     

    as
      Borrower,

     

    THE
      LENDERS REFERRED TO HEREIN,

    


    CITICORP
      NORTH AMERICA, INC. and

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

    as
      Syndication Agents,

     

    and

     

    JPMORGAN
      CHASE BANK, N.A. 

     

    as
      Administrative Agent

     

    =====================================================================

     

    J.P.
      MORGAN SECURITIES INC. and

    CITIGROUP
      GLOBAL MARKETS INC.,

    as
      Joint
      Lead Arrangers and Joint Bookrunners



    
      
        
           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    

      
        	
                Table
                  of Contents

              
	
                 

              	
                Page

              
	
                1.
                  DEFINITIONS

              	
                 
                  1

              
	 	 
	
                2.
                  THE LOANS

              	
                11

              
	
                SECTION
                  2.1. Commitments

              	
                11

              
	
                SECTION
                  2.2. Loans

              	
                11

              
	
                SECTION
                  2.3. Use of Proceeds

              	
                12

              
	
                SECTION
                  2.4. [Reserved]

              	
                12

              
	
                SECTION
                  2.5. Borrowing Procedure

              	
                12

              
	
                SECTION
                  2.6. [Reserved].

              	
                12

              
	
                SECTION
                  2.7. Refinancings

              	
                13

              
	
                SECTION
                  2.8. Fees

              	
                13

              
	
                SECTION
                  2.9. Repayment of Loans; Evidence of Debt

              	
                13

              
	
                SECTION
                  2.10. Interest on Loans

              	
                14

              
	
                SECTION
                  2.11. Interest on Overdue Amounts

              	
                14

              
	
                SECTION
                  2.12. Alternate Rate of Interest

              	
                14

              
	
                SECTION
                  2.13. Termination and Reduction of Commitments

              	
                15

              
	
                SECTION
                  2.14. Prepayment of Loans

              	
                15

              
	
                SECTION
                  2.15. Eurocurrency Reserve Costs

              	
                16

              
	
                SECTION
                  2.16. Reserve Requirements; Change in Circumstances

              	
                16

              
	
                SECTION
                  2.17. Change in Legality

              	
                18

              
	
                SECTION
                  2.18. Reimbursement of Lenders

              	
                18

              
	
                SECTION
                  2.19. Pro Rata Treatment

              	
                19

              
	
                SECTION
                  2.20. Right of Setoff

              	
                19

              
	
                SECTION
                  2.21. Manner of Payments

              	
                19

              
	
                SECTION
                  2.22. Withholding Taxes

              	
                20

              
	
                SECTION
                  2.23. Certain Pricing Adjustments

              	
                21

              
	 	 
	
                3.
                  REPRESENTATIONS AND WARRANTIES OF BORROWER

              	
                22

              
	
                SECTION
                  3.1. Corporate Existence and Power

              	
                22

              
	
                SECTION
                  3.2. Corporate Authority and No Violation

              	
                22

              
	
                SECTION
                  3.3. Governmental and Other Approval and Consents

              	
                23

              
	
                SECTION
                  3.4. Financial Statements of Borrower

              	
                23

              
	
                SECTION
                  3.5. No Material Adverse Change

              	
                23

              
	
                SECTION
                  3.6. Copyrights, Patents and Other Rights

              	
                23

              
	
                SECTION
                  3.7. Title to Properties

              	
                23

              
	
                SECTION
                  3.8. Litigation

              	
                23

              
	
                SECTION
                  3.9. Federal Reserve Regulations

              	
                24

              
	
                SECTION
                  3.10. Investment Company Act, Public Utility Company Act

              	
                24

              
	
                SECTION
                  3.11. Enforceability

              	
                24

              
	
                SECTION
                  3.12. Taxes

              	
                24

              
	
                SECTION
                  3.13. Compliance with ERISA

              	
                24

              
	
                SECTION
                  3.14. Disclosure

              	
                25

              
	
                SECTION
                  3.15. Environmental Liabilities

              	
                25

              
	 	 
	
                4.
                  CONDITIONS OF LENDING

              	
                25

              
	
                SECTION
                  4.1. Conditions Precedent to Effectiveness

              	
                25

              
	
                SECTION
                  4.2. Conditions Precedent to Each Loan

              	
                26

              


      

       

       

       

      
        
          
          

        

        
          -
            i -

          
            

          

        

        
          
          

        

      

       

      
        	
                5.
                  AFFIRMATIVE COVENANTS

              	
                27

              
	
                SECTION
                  5.1. Financial Statements, Reports, etc

              	
                27

              
	
                SECTION
                  5.2. Corporate Existence; Compliance with Statutes

              	
                28

              
	
                SECTION
                  5.3. Insurance

              	
                28

              
	
                SECTION
                  5.4. Taxes and Charges

              	
                28

              
	
                SECTION
                  5.5. ERISA Compliance and Reports

              	
                28

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

              	
                29

              
	
                SECTION
                  5.7. Maintenance of Properties

              	
                29

              
	 	 
	
                6.
                  NEGATIVE COVENANTS

              	
                29

              
	
                SECTION
                  6.1. Limitation on Material Subsidiary Indebtedness

              	
                29

              
	
                SECTION
                  6.2. Limitation on Transactions with Affiliates

              	
                31

              
	
                SECTION
                  6.3. Consolidation, Merger, Sale of Assets

              	
                31

              
	
                SECTION
                  6.4. Limitations on Liens

              	
                31

              
	
                SECTION
                  6.5. Sale and Leaseback

              	
                33

              
	
                SECTION
                  6.6. Consolidated Net Worth

              	
                33

              
	
                SECTION
                  6.7. Ratio of Indebtedness To Tangible Net Worth

              	
                33

              
	
                SECTION
                  6.8. Accounting Practices

              	
                33

              
	
                SECTION
                  6.9. Restrictions Affecting Subsidiaries

              	
                33

              
	 	 
	
                7.
                  EVENTS OF DEFAULT

              	
                33

              
	 	 
	
                8.
                  THE ADMINISTRATIVE AGENT

              	
                35

              
	
                SECTION
                  8.1. Administration by Administrative Agent

              	
                35

              
	
                SECTION
                  8.2. Advances and Payments

              	
                36

              
	
                SECTION
                  8.3. Sharing of Setoffs and Cash Collateral

              	
                36

              
	
                SECTION
                  8.4. Notice to the Lenders

              	
                37

              
	
                SECTION
                  8.5. Liability of the Administrative Agent

              	
                37

              
	
                SECTION
                  8.6. Reimbursement and Indemnification

              	
                37

              
	
                SECTION
                  8.7. Rights of Administrative Agent

              	
                38

              
	
                SECTION
                  8.8. Independent Investigation by Lenders

              	
                38

              
	
                SECTION
                  8.9. Notice of Transfer

              	
                38

              
	
                SECTION
                  8.10. Successor Administrative Agent

              	
                38

              
	
                SECTION
                  8.11. Syndication Agents.

              	
                38

              
	 	 
	
                9.
                  [RESERVED].

              	
                39

              
	 	 
	
                10.
                  MISCELLANEOUS

              	
                39

              
	
                SECTION
                  10.1. Notices

              	
                39

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

              	
                39

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

              	
                39

              
	
                SECTION
                  10.4. Expenses; Documentary Taxes

              	
                42

              
	
                SECTION
                  10.5. Indemnity

              	
                42

              
	
                SECTION
                  10.6. CHOICE OF LAW

              	
                43

              
	
                SECTION
                  10.7. No Waiver

              	
                43

              
	
                SECTION
                  10.8. Extension of Maturity

              	
                43

              
	
                SECTION
                  10.9. Amendments, etc.

              	
                43

              
	
                SECTION
                  10.10. Severability

              	
                43

              
	
                SECTION
                  10.11. SERVICE OF PROCESS; WAIVER OF JURY TRIAL

              	
                44

              
	
                SECTION
                  10.12. Headings

              	
                44

              
	
                SECTION
                  10.13. Execution in Counterparts

              	
                45

              


      

       

       

      
        
          
          

        

        
          -
            ii -

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  10.14. Entire Agreement

              	
                45

              
	
                SECTION
                  10.15. Foreign Currency Judgments

              	
                45

              
	
                SECTION
                  10.16. Language

              	
                45

              
	
                SECTION
                  10.17. Confidentiality

              	
                45

              
	
                SECTION
                  10.18. USA PATRIOT Act

              	
                46

              


      

    


    
      
        
           

        

        
        

      

      
        -
          iii -

        
          

        

      

      
        
        

        
           

           

        

      

    



    


    SCHEDULES

     

    1.1 Commitments

    6.1 Existing
      Material Subsidiary Indebtedness

    6.4 Existing
      Liens

    


    EXHIBITS

     

    A-1 Opinion
      of In-house Counsel

    A-2 Opinion
      of Thacher Proffitt & Wood LLP

    B Form
      of
      Assignment and Acceptance

    C Form
      of
      Compliance Certificate

    D Form
      of
      Borrowing Request

    


     


    
      
        
           

        

        
        

      

      
        -
          iv -

        
          

        

      

      
        
        

        
           

        

      

    



    CREDIT
      AGREEMENT (the “Agreement”),
      dated
      as of July 21, 2006, among PHH CORPORATION, a Maryland corporation (the
“Borrower”),
      the
      Lenders referred to herein, CITICORP
      NORTH AMERICA, INC.
      and
      WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agents (the “Syndication
      Agents”),
      and
      JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative
      Agent”)
      for
      the Lenders.

     

    INTRODUCTORY
      STATEMENT

     

    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:

     

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

     

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

     

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

     

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

     

    “Agents”
shall
      mean the collective reference to the Administrative Agent and the Syndication
      Agents.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Basis
      Point”
shall
      mean 1/100th of 1%.

     

    “Board”
shall
      mean the Board of Governors of the Federal Reserve System.

     

    “Borrowing”
shall
      mean a group of Loans of a single Interest Rate Type made by certain Lenders
      on
      a single date and as to which a single Interest Period is in
      effect.

     

    “Borrowing
      Request”
shall
      mean a request made pursuant to Section 2.5 substantially in the form of Exhibit
      D.

     

    “Business
      Day”
shall
      mean, with respect to any Loan, any day other than a Saturday, Sunday or other
      day on which banks in New York City are permitted or required by law to close;
      provided
      that
      when used in connection with a LIBOR Loan, the term “Business Day” shall also
      exclude any day on which banks are not open for dealings in deposits in Dollars
      on the London Interbank Market (or such other interbank eurocurrency market
      where the foreign currency and exchange operations in respect of Dollars are
      then being conducted for delivery on the first day of such Interest
      Period).

     

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

     

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

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    “Closing
      Date”
shall
      mean the date on which the conditions precedent to the effectiveness of this
      Agreement as set forth in Section 4.1 have been satisfied or waived, which
      date
      is July 21, 2006.

     

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

     

    “Commitment”
shall
      mean, with respect to each Lender, its commitment to make Loans to the Borrower
      hereunder, in an aggregate principal amount not to exceed the amount set forth
      opposite such Lender’s name under the heading “Commitment” on Schedule 1.1, as
      the same may be changed from time to time pursuant to the terms
      hereof.

     

    “Commitment
      Fee”
shall
      have the meaning given such term in Section 2.8(a).

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Contractual
      Obligation”
shall
      mean, as to any Person, any provision of any security issued by such Person
      or
      of any agreement, instrument or other undertaking to which such Person is a
      party or by which it or any of its property is bound.

     

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

     

    “Disclosed
      Matters”
shall
      mean the information disclosed on the Borrower’s Form 8-K, dated September 7,
      2005, Form 8-K, dated March 1, 2006, Form 8-K, dated March 17, 2006, Form 8-K,
      dated May 11, 2006, Form 8-K, dated June 12, 2006 and Form 8-K, dated the date
      hereof.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Existing
      PHH Credit Agreements”
shall
      mean the collective reference to (a) the Five-Year Agreement and (b) the 364-Day
      Agreement.

     

    “Existing
      Senior Notes”
shall
      mean senior unsecured obligations under notes issued by the Borrower pursuant
      to
      the Indenture, dated as of November 6, 2000, among the Borrower and Bank One
      Trust Company, N.A., as trustee, and any supplements thereto.

     

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

     

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

     

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

     

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

     

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

    

      “Five-Year
        Agreement”
shall
        mean the Amended and Restated Competitive Advance and Revolving Credit
        Agreement, dated as of January 6, 2006, among the Borrower, PHH Vehicle
        Management Services Inc., the lenders referred to therein, Citicorp USA,
        Inc.,
        as syndication agent, The Bank of Nova Scotia and Wachovia Bank, National
        Association, as co-documentation agents, and JPMorgan Chase Bank, as
        administrative agent. 

    

     

    “Fundamental
      Documents”
shall
      mean this Agreement and any other ancillary documentation which is required
      to
      be, or is otherwise, executed by the Borrower 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
      or the respective Affiliate of the Administrative Agent as its funding office
      by
      written notice to the Borrower and the Lenders. 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “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 been
      applicable to such Borrowing, and, in addition, the date of any refinancing
      or
      conversion of a Borrowing with, or to, a Borrowing of a different Interest
      Rate
      Type.

     

    “Interest
      Period”
shall
      mean (a) as to any LIBOR Borrowing, (i) the period commencing on the date of
      such Borrowing, and ending one week after the date of such Borrowing or (ii)
      the
      period commencing on the date of such Borrowing, and ending on the numerically
      corresponding day (or, if there is no numerically corresponding day, on the
      last
      day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the
      Borrower may elect and (b) as to any ABR Borrowing or FFR 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
      Termination Date and (iii) the date such Borrowing is refinanced with a
      Borrowing of a different Interest Rate Type in accordance with Section 2.7
      or is
      prepaid in accordance with Section 2.14; provided
      that (i)
      if any Interest Period would end on a day other than a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day unless,
      in
      the case of LIBOR Loans only, such next succeeding Business Day would fall
      in
      the next calendar month, in which case such Interest Period shall end on the
      next preceding Business Day and (ii) no Interest Period with respect to any
      LIBOR Borrowing may be selected which would result in the aggregate amount
      of
      LIBOR Loans having Interest Periods ending after any day on which a Commitment
      reduction is scheduled to occur being in excess of the Total Commitment
      scheduled to be in effect after such date. Interest shall accrue from, and
      including, the first day of an Interest Period to, but excluding, the last
      day
      of such Interest Period.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Lender”
shall
      mean each financial institution whose name appears on Schedule 1.1 under the
      heading “Lenders” and any assignee of a Lender 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, ABR Loans or FFR 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, ABR Loans
      or FFR Loans are made, as notified to the Administrative Agent from time to
      time.

     

    “LIBOR”
shall
      mean, with respect to each day during each Interest Period pertaining to a
      LIBOR
      Borrowing, the rate per annum determined on the basis of the rate for deposits
      in Dollars for a period equal to such Interest Period commencing on the first
      day of such Interest Period appearing on Page 3750 of the Telerate screen (or
      any successor page thereto) as of 11:00 A.M., London time, two Business Days
      prior to the beginning of such Interest Period. In the event that such rate
      does
      not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
      the “LIBOR”
shall
      be determined by reference to such other comparable publicly available service
      for displaying eurodollar rates as may be selected by the Administrative Agent
      or, in the absence of such availability, by reference to the rate at which
      the
      Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New
      York
      City time, two Business Days prior to the beginning of such Interest Period
      in
      the interbank eurodollar market where its eurodollar and foreign currency and
      exchange operations are then being conducted for delivery on the first day
      of
      such Interest Period for the number of days comprised therein.

     

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

     

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

     

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

     

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

     

    “Loan”
shall
      mean a Loan made by the Lenders to the Borrower pursuant to a notice given
      by
      the Borrower under Section 2.5, whether made as a LIBOR Loan, an ABR Loan or
      an
      FFR Loan, as permitted hereby.

     

    “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.

     

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

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “New
      Senior Notes”
shall
      mean senior unsecured obligations under notes issued by the Borrower maturing
      more than two years from the date of issue.

     

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

     

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

     

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

     

    “Permitted
      Encumbrances”
shall
      mean Liens permitted under Section 6.4.

     

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

     

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

     

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

     

    “Prime
      Rate”
shall
      mean the rate per annum publicly announced by the entity which is the
      Administrative Agent from time to time as its prime rate in effect at its
      principal office in New York City. For purposes of this Agreement, any change
      in
      the Alternate Base Rate due to a change in the Prime Rate shall be effective
      on
      the date such change in the Prime Rate is announced as effective.

     

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

     

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

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    “Required
      Lenders”
shall
      mean Lenders holding Commitments representing more than 50% of the sum of (i)
      the Total Commitment and (ii) the aggregate unpaid principal amount of the
      Loans
      then outstanding, except that for purposes of determining the Lenders entitled
      to declare the principal of and the interest on the Loans and all other amounts
      payable hereunder or thereunder to be forthwith due and payable pursuant to
      Article 7, “Required Lenders” shall mean Lenders holding more than 50% of the
      aggregate principal amount of the Loans at the time.

     

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

     

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

     

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

     

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

     

    “Statutory
      Reserves”
shall
      mean a fraction (expressed as a decimal), the numerator of which is the number
      one and the denominator of which is the number one minus the aggregate of the
      maximum reserve percentages (including any marginal, special, emergency or
      supplemental reserves) expressed as a decimal established by the Board and
      any
      other banking authority to which the Administrative Agent or any Lender is
      subject, for Eurocurrency Liabilities (as defined in Regulation D of the Board)
      (or, at any time when such Lender may be required by the Board or by any other
      Governmental Authority, whether within the United States or in another relevant
      jurisdiction, to maintain reserves against any other category of liabilities
      which includes deposits by reference to which LIBOR is determined as provided
      in
      this Agreement or against any category of extensions of credit or other assets
      of such Lender which includes any such LIBOR Loans). Such reserve percentages
      shall include those imposed under Regulation D of the Board. LIBOR Loans shall
      be deemed to constitute Eurocurrency Liabilities and as such shall be deemed
      to
      be subject to such reserve requirements without benefit of or credit for
      proration, exceptions or offsets which may be available from time to time to
      any
      Lender under Regulation D of the Board. Statutory Reserves shall be adjusted
      automatically on and as of the effective date of any change in any reserve
      percentage.

     

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

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    “Termination
      Date”
shall
      mean April 5, 2007.

    

      “364-Day
        Agreement”
shall
        mean the 364-Day Revolving Credit Agreement, dated as of April 6, 2006, among
        the Borrower, the lenders referred to therein, Citicorp USA, Inc., as
        syndication agent, and JPMorgan Chase Bank, as administrative
        agent.

    

     

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

     

    “United
      States”
shall
      mean the United States of America.

     

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

     

    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 Lender agrees, severally and not jointly,
      to
      make Loans to the Borrower in Dollars, at any time and from time to time during
      the Commitment Period, in an aggregate principal amount not to exceed such
      Lender’s Commitment. Each Lender’s Commitment shall be permanently reduced in an
      amount equal to each Loan made by it under this Agreement. Amounts repaid in
      respect of Loans may not be reborrowed.

     

    (b)  In
      addition to the Commitment reductions described in Section 2.1(a), the
      Commitments of the Lenders may be terminated or reduced from time to time
      pursuant to Section 2.13 or Article 7.

     

    
      	SECTION
              2.2.     	
              Loans.

            


    

     

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

     

    (b)  Each
      Borrowing shall be comprised entirely of LIBOR Loans, ABR Loans or FFR Loans,
      as
      the Borrower may request pursuant to Section 2.5. 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 to
      repay
      such Loan in accordance with the terms of this Agreement. Borrowings of more
      than one Interest Rate Type may be outstanding at the same time; provided
      that the
      Borrower shall not be entitled to request any Borrowing that, if made, would
      result in an aggregate of more than 10 separate Loans of any Lender being
      outstanding hereunder at any one time. For purposes of the calculation required
      by the immediately preceding sentence, LIBOR 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.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c)  Subject
      to Section 2.7, each Lender shall make each Loan to be made by it hereunder
      on
      the proposed date thereof by making funds available at the Funding Office no
      later than 1:00 P.M. New York City time in the case of Loans other than ABR
      Loans or FFR Loans and 4:00 P.M. New York City time in the case of ABR Loans
      and
      FFR Loans, in each case, in immediately available funds. Upon receipt of the
      funds to be made available by the Lenders to fund any Borrowing hereunder,
      the
      Administrative Agent shall disburse such funds by depositing them into an
      account of the Borrower maintained with
      the
      Administrative Agent. 

     

    (d)  Notwithstanding
      any other provision of this Agreement, the Borrower shall not be entitled to
      request any Borrowing if the Interest Period requested with respect thereto
      would end after the Termination Date.

     

    
      	SECTION
              2.3.     	
              Use
                of Proceeds.

            


    

     

    The
      proceeds of the Loans shall be used solely to refinance Indebtedness outstanding
      under the Borrower’s Existing Senior Notes.

     

    
      	SECTION
              2.4.     	
              [Reserved].

            


    

     

    
      	SECTION
              2.5.     	
              Borrowing
                Procedure.

            


    

     

    In
      order
      to effect a Borrowing, the Borrower shall hand deliver or telecopy to the
      Administrative Agent a Borrowing Request substantially in the form of Exhibit
      D
      (a) in the case of a Borrowing of LIBOR Loans, not later than 2:00 p.m., New
      York City time, three Working Days before a proposed Borrowing, and (b) in
      the
      case of an ABR Borrowing or an FFR Borrowing, not later than 2:00 p.m., New
      York
      City time, on the day of a proposed Borrowing. Such notice shall be irrevocable
      and shall in each case specify (A) whether the Borrowing then being requested
      is
      to be a Borrowing of LIBOR Loans, an ABR Borrowing or an FFR Borrowing, (B)
      the
      date of such Borrowing (which shall be a Working Day) and the amount thereof
      and
      (C) if such Borrowing is to be a Borrowing of LIBOR Loans, the Interest Period
      with respect thereto. If no election as to the Interest Rate Type of a Borrowing
      is specified in any such notice, then the requested Borrowing shall be an ABR
      Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans
      is
      specified in any such notice, then the Borrower shall be deemed to have selected
      an Interest Period of one month’s duration. If the Borrower shall not have given
      notice in accordance with this Section 2.5 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 an ABR Borrowing. The Administrative Agent shall promptly advise
      the Lenders of any notice given pursuant to this Section 2.5 and of each such
      Lender’s portion of the requested Borrowing.

     

    
      	SECTION
              2.6.     	
              [Reserved]. 

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              2.7.     	
              Refinancings.

            


    

     

    The
      Borrower may refinance all or any part of any Borrowing made by it with a
      Borrowing of the same or a different Interest Rate Type made pursuant to a
      notice under Section 2.5, subject to the conditions and limitations set forth
      herein and elsewhere in this Agreement; provided
      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 2.9 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 or Loan being refinanced, shall not be
      paid by the applicable Lenders to the Administrative Agent or by the
      Administrative Agent to the Borrower pursuant to Section 2.2(c).

     

    
      	SECTION
              2.8.     	
              Fees.

            


    

     

    (a)  The
      Borrower agrees to pay to each Lender, through the Administrative Agent, on
      each
      March 31, June 30, September 30 and December 31, and on the date on which the
      Commitment of such Lender shall be terminated as provided herein, a commitment
      fee (a “Commitment
      Fee”)
      at the
      rate per annum from time to time in effect in accordance with Section 2.23,
      on
      the amount of the Commitment of such Lender then in effect during the preceding
      quarter (or shorter period commencing with the Closing Date, or ending with
      the
      Termination Date or any date on which the Commitment of such Lender shall be
      terminated). All 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
      Lender shall commence to accrue on the Closing Date, shall be payable in arrears
      and shall cease to accrue on the earlier of the Termination Date and the
      termination of the Commitment of such Lender as provided herein.

     

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

     

    (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
              2.9.     	
              Repayment
                of Loans; Evidence of Debt.

            


    

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    
      	SECTION
              2.10.     	
              Interest
                on Loans.

            


    

     

    (a)  Subject
      to the provisions of Section 2.11, the Loans comprising each LIBOR Borrowing
      shall bear interest at a rate per annum equal to LIBOR for the Interest Period
      in effect for such Borrowing plus the applicable LIBOR Spread from time to
      time
      in effect. 

     

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

     

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

     

    (d)  Interest
      on each Loan shall be payable in arrears on each Interest Payment Date
      applicable to such Loan. The LIBOR, Federal Funds Rate or 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
              2.11.     	
              Interest
                on Overdue Amounts.

            


    

     

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

     

    
      	SECTION
              2.12.     	
              Alternate
                Rate of Interest.

            


    

     

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

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              2.13.     	
              Termination
                and Reduction of Commitments.

            


    

     

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

     

    (b)  Subject
      to Section 2.14(b) and (d), upon at least three Business Days’ prior irrevocable
      written or telecopy notice to the Administrative Agent (which shall promptly
      notify each Lender), the Borrower may at any time in whole permanently
      terminate, or from time to time in part permanently reduce, the Total
      Commitment; provided
      that (i)
      each partial reduction shall be in an integral multiple of $1,000,000 and in
      a
      minimum principal amount of $10,000,000 and (ii) the Borrower shall not be
      entitled to make any such termination or reduction that would reduce the Total
      Commitment to an amount less than the sum of the aggregate outstanding principal
      amount of the Loans.

     

    (c)  Subject
      to Section 2.14(b), if on any date the Borrower shall incur Indebtedness under
      any New Senior Notes, the Total Commitment shall be permanently reduced by
      the
      aggregate amount thereof.

     

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

     

    
      	SECTION
              2.14.     	
              Prepayment
                of Loans.

            


    

     

    (a)  Prior
      to
      the Termination Date, the Borrower shall have the right at any time, and from
      time to time, to prepay any Borrowing, in whole or in part, subject to the
      requirements of Section 2.18 but otherwise without premium or penalty, upon
      prior written or telecopy notice to the Administrative Agent (which shall
      promptly notify each Lender) before 2:00 p.m. New York City time of at least
      one
      Business Day in the case of an ABR Loan or FFR Loan, and of at least three
      Working Days in the case of a LIBOR Loan; provided
      that
      each such partial prepayment shall be in a minimum aggregate principal amount
      of
      $1,000,000 or a whole multiple in excess thereof.

     

    (b)  If
      any
      Indebtedness shall be incurred under any New Senior Notes, the aggregate amount
      thereof (subject to Section 2.14(d)) shall be applied on the date of such
      incurrence toward the prepayment of the Loans and the reduction of the Total
      Commitment. Amounts to be applied in connection with prepayments and Total
      Commitment reductions made pursuant to this Section 2.1(b) shall be applied,
      first,
      to the
      prepayment of the Loans in accordance with Section 2.19 and, second,
      to
      reduce permanently the Total Commitment in accordance with Section 2.13. Any
      prepayments required by this paragraph shall be applied first
      to
      outstanding ABR Loans and second
      to FFR
      Loans, in each case, up to the full amount thereof before they are applied
      to
      outstanding LIBOR Loans.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

    

      (d)  Notwithstanding
        anything to the contrary contained herein, it is hereby agreed that the proceeds
        from the incurrence of Indebtedness under New Senior Notes shall be shared
        ratably with the Lenders under the 364-Day Agreement determined by (i) the
        “Total Commitment” in effect under the 364-Day Agreement (or, if the
“Commitments” under the 364-Day Agreement have been terminated, the aggregate
        amount of “Loans” outstanding thereunder) and the (ii) Total Commitment
plus
        the
        aggregate amount of Loans outstanding and the amounts required to be applied
        to
        prepay Loans and reduce the Total Commitment shall be reduced
        accordingly.

    

     

    
      	SECTION
              2.15.     	
              Eurocurrency
                Reserve Costs.

            


    

     

    The
      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)
      (or, at any time when such Lender may be required by the Board or by any other
      Governmental Authority, whether within the United States or in another relevant
      jurisdiction, to maintain reserves against any other category of liabilities
      which includes deposits by reference to which LIBOR is determined as provided
      in
      this Agreement or against any category of extensions of credit or other assets
      of such Lender which includes any such LIBOR Loans), additional interest on
      the
      unpaid principal amount of each LIBOR Loan made to the Borrower by such Lender,
      from the date of such Loan until such Loan is paid in full, at an interest
      rate
      per annum equal at all times during the Interest Period for such Loan to the
      remainder obtained by subtracting (i) LIBOR for such Interest Period from (ii)
      the rate obtained by multiplying LIBOR as referred to in clause (i) above by
      the
      Statutory Reserves of such Lender for such Interest Period. Such additional
      interest shall be determined by such Lender and notified to the Borrower (with
      a
      copy to the Administrative Agent) not later than five Business Days before
      the
      next Interest Payment Date for such Loan, and such additional interest so
      notified to the Borrower 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
              2.16.     	
              Reserve
                Requirements; Change in
                Circumstances.

            


    

     

    (a)  Notwithstanding
      any other provision herein, if after the date of this Agreement any change
      in
      Applicable Law or regulation or in the interpretation or administration thereof
      by any Governmental Authority charged with the interpretation or administration
      thereof (whether or not having the force of law) (i) shall subject any Lender
      to, or increase the net amount of, any tax, levy, impost, duty, charge, fee,
      deduction or withholding with respect to any Loan, or shall change the basis
      of
      taxation of payments to any Lender of the principal of or interest on any Loan
      made by such Lender or any other fees or amounts payable hereunder (other than
      (x) taxes imposed on the overall net income of such Lender by the jurisdiction
      in which such Lender has its principal office or its applicable Lending Office
      or by any political subdivision or taxing authority therein (or any tax which
      is
      enacted or adopted by such jurisdiction, political subdivision or taxing
      authority as a direct substitute for any such taxes) or (y) any tax, assessment,
      or other governmental charge that would not have been imposed but for the
      failure of any Lender to comply with any certification, information,
      documentation or other reporting requirement), (ii) shall impose, modify or
      deem
      applicable any reserve, special deposit or similar requirement against assets
      of, deposits with or for the account of, or credit extended by, any Lender,
      or
      (iii) shall impose on any Lender or eurocurrency market any other condition
      affecting this Agreement or any Loan made by such Lender, and the result of
      any
      of the foregoing shall be to increase the cost to such Lender of making or
      maintaining any Loan or to reduce the amount of any sum received or receivable
      by such Lender hereunder (whether of principal, interest or otherwise) in
      respect thereof by an amount deemed in good faith by such Lender to be material,
      then the Borrower shall pay such additional amount or amounts as will compensate
      such Lender for such increase or reduction to such Lender upon demand by such
      Lender.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b)  If,
      after
      the date of this Agreement, any Lender shall have determined in good faith
      that
      the adoption after the date hereof of or any change after the date hereof in
      any
      applicable law, rule, regulation or guideline regarding capital adequacy, or
      any
      change in the interpretation or administration thereof by any Governmental
      Authority, central bank or comparable agency charged with the interpretation
      or
      administration thereof, or compliance by any Lender (or any Lending Office
      of
      such Lender) with any request or directive regarding capital adequacy (whether
      or not having the force of law) of any such Governmental Authority, central
      bank
      or comparable agency, has or would have the effect of reducing the rate of
      return on such Lender’s capital or on the capital of such Lender’s holding
      company, if any, as a consequence of its Obligations hereunder to a level below
      that which such Lender (or its holding company) could have achieved but 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 (or its holding company) 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 and shall be conclusive absent manifest error. The 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 2.16 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 2.16, Section 2.17 or Section
      2.22 or (ii) would require the Borrower to pay an increased amount under this
      Section 2.16, Section 2.17 or Section 2.22, it will use reasonable efforts
      to
      notify the 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 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 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 pursuant to this Section 2.16, Section 2.17 or Section 2.22 would be
      materially reduced or the taxes or other amounts otherwise payable under this
      Section 2.16, Section 2.17 or Section 2.22 would be materially reduced, and
      if,
      as determined by such Lender, in its sole reasonable discretion, the making,
      funding or maintaining of such Loans through such other Lending Office would
      not
      otherwise materially adversely affect such Loans.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (f)  In
      the
      event any Lender shall have delivered to the Borrower a notice that LIBOR Loans
      are no longer available from such Lender pursuant to Section 2.17, that amounts
      are due to such Lender pursuant to paragraph (c) above, that any of the events
      designated in paragraph (e) above have occurred or that such Lender shall not
      be
      rated at least BBB by S&P and Baa2 by Moody’s, the Borrower may (but subject
      in any such case to the payments required by Section 2.18), provided
      that
      there shall exist no Default or Event of Default, upon at least five Business
      Days’ prior written or telecopier notice to such Lender and the Administrative
      Agent, but not more than 30 days after receipt of notice from such Lender,
      identify to the Administrative Agent a lending institution reasonably acceptable
      to the Administrative Agent which will purchase the Commitment, the amount
      of
      outstanding Loans from the Lender providing such notice and such Lender shall
      thereupon assign its Commitment, any Loans owing to such Lender 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 shall pay all accrued interest, Commitment Fees and all other amounts
      (including without limitation all amounts payable under this Section and
      Sections 2.22, 10.4 and 10.5) owing hereunder to such Lender as at such
      effective date for such assignment.

     

    
      	SECTION
              2.17.     	
              Change
                in Legality.

            


    

     

    (a)  Notwithstanding
      anything to the contrary herein contained, if 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 shall be prohibited from requesting LIBOR Loans from such Lender
      hereunder unless such declaration is subsequently withdrawn; and

     

    (ii)  require
      that all outstanding LIBOR Loans (in Dollars) 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
      2.17(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 Loan resulting from the conversion of such LIBOR
      Loans.

     

    (b)  For
      purposes of this Section 2.17, a notice to the Borrower by any Lender pursuant
      to Section 2.17(a) shall be effective on the date of receipt thereof by the
      Borrower.

     

    
      	SECTION
              2.18.     	
              Reimbursement
                of Lenders.

            


    

     

    (a)  The
      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, including any refinancing) of any LIBOR 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 delivers a notice of borrowing under
      Section 2.5 in respect of LIBOR Loans, the applicable Loan is not made on the
      first day of the Interest Period specified by the Borrower for any reason other
      than (I) a suspension or limitation under Section 2.17 of the right of the
      Borrower to select a LIBOR Loan or (II) a breach by such 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 2.10, 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 of 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 2.10, for the period from the date of such payment to the last day
      of
      the then current Interest Period for such Loan, over (B) an 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 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 shall pay to the Administrative Agent for
      the account of each Lender the amount shown as due on any certificate within
      thirty (30) days after its receipt of the same.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b)  In
      the
      event the Borrower fails to prepay any Loan on the date specified in any
      prepayment notice delivered pursuant to Section 2.14(a), the 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
      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
              2.19.     	
              Pro
                Rata Treatment.

            


    

     

    Except
      as
      permitted under Sections 2.15, 2.16(c), 2.16(f), 2.17, 2.18 and 4.1(e), each
      Borrowing under the Commitments and each reduction of the Total Commitment
      shall
      be allocated pro rata among the Lenders in accordance with their respective
      Commitments (or, if such Commitments shall have expired or been terminated,
      in
      accordance with the respective principal amount of their Loans) and each payment
      or prepayment of principal of any Borrowing and each payment of interest on
      the
      Loans shall be allocated pro rata in accordance with the respective principal
      amount of the Loans then held by the Lenders. Each Lender agrees that in
      computing such Lender’s portion of any Borrowing under the Commitments 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
              2.20.     	
              Right
                of Setoff.

            


    

     

    If
      any
      Event of Default shall have occurred and be continuing and any Lender shall
      have
      requested the Administrative Agent to declare the Loans immediately due and
      payable pursuant to Article 7, each Lender 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 and any other indebtedness at any
      time
      owing by such Lender to, or for the credit or the account of, the Borrower,
      against any of and all the Obligations now or hereafter existing under this
      Agreement and the Loans, 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 agrees promptly to notify the Borrower after
      any
      such setoff and application made by such Lender, but the failure to give such
      notice shall not affect the validity of such setoff and application. The rights
      of each Lender under this Section 2.20 are in addition to other rights and
      remedies (including other rights of setoff) which such Lender may have and
      are
      subject to the provisions of Section 8.2.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              2.21.     	
              Manner
                of Payments.

            


    

     

    All
      payments by the Borrower hereunder shall be made in immediately available funds,
      without setoffs, deductions or counterclaims, at the Funding Office no later
      than 4:30 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. All interest and
      principal payments in respect of any Loan and all other payments shall be made
      in Dollars.

     

    
      	SECTION
              2.22.     	
              Withholding
                Taxes.

            


    

     

    (a)  Prior
      to
      the date of the initial Loans hereunder, and from time to time thereafter if
      requested by the Borrower or the Administrative Agent or required because,
      as a
      result of a change in Applicable Law or a change in circumstances or otherwise,
      a previously delivered form or statement becomes incomplete or incorrect in
      any
      material respect, each Lender organized under the laws of a jurisdiction outside
      the United States shall, to the extent it may lawfully do so, provide, if
      applicable, the Administrative Agent and the Borrower with complete, accurate
      and duly executed forms or other statements prescribed by a Governmental
      Authority certifying such Lender’s exemption, if any, from, or entitlement to a
      reduced rate, if any, of, withholding taxes (including backup withholding taxes)
      with respect to all payments to be made to such Lender hereunder.

     

    (b)  The
      Borrower and the Administrative Agent shall be entitled to deduct and withhold
      any and all present or future taxes or withholdings, and all liabilities with
      respect thereto, from payments hereunder, if and to the extent that the Borrower
      or the Administrative Agent in good faith determines that such deduction or
      withholding is required by Applicable Law, including, without limitation, any
      applicable treaty. In the event the Borrower or the Administrative Agent shall
      so determine that deduction or withholding of taxes is required, it shall advise
      the affected Lender as to the basis of such determination prior to actually
      deducting and withholding such taxes. In the event the Borrower or the
      Administrative Agent shall so deduct or withhold taxes from amounts payable
      hereunder, it (i) shall pay to or deposit with the appropriate taxing authority
      in a timely manner the full amount of taxes it has deducted or withheld; (ii)
      shall provide evidence of payment of such taxes to, or the deposit thereof
      with,
      the appropriate taxing authority and a statement setting forth the amount of
      taxes deducted or withheld, the applicable rate, and any other information
      or
      documentation reasonably requested by the Lenders from whom the taxes were
      deducted or withheld; and (iii) shall forward to such Lenders any receipt for
      such payment or deposit of the deducted or withheld taxes as may be issued
      from
      time to time by the appropriate taxing authority. Unless the Borrower and the
      Administrative Agent have received forms or other documents satisfactory to
      them
      indicating that payments hereunder are not subject to United States withholding
      tax or are subject to such tax at a rate reduced by an applicable tax treaty,
      in
      the case of extensions of credit made under the Commitments, the Borrower or
      the
      Administrative Agent may withhold taxes from such payments at the applicable
      statutory rate in the case of payments to or for any Lender.

     

    (c)   Each
      Lender agrees (i) that as between it and the 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 and the
      Administrative Agent and any of their officers, directors, agents, or employees
      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 taxing 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
      (c).

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (d)  Each
      assignee of a Lender’s interest in this Agreement in conformity with Section
      10.3 shall be bound by this Section 2.22, 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
      2.22.

     

    (e)  In
      the
      event that any (a) withholding taxes imposed by any jurisdiction outside the
      United States shall become payable for any reason or (b) United States
      withholding taxes shall become payable as a result of any change in any statute,
      treaty, ruling, determination or regulation occurring after the Initial Date
      (as
      defined below), in respect of any sum payable hereunder or under any other
      Fundamental Document to any Lender or the Administrative Agent (i) the sum
      payable by the Borrower shall be increased as may be necessary so that after
      making all required deductions (including deductions applicable to additional
      sums payable under this Section 2.22) such Lender or the Administrative Agent
      (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, the Lender or the
      Administrative Agent (as the case may be) shall make such deductions and (iii)
      the Borrower, the Lender or the Administrative Agent (as the case may be) shall
      pay the full amount deducted to the relevant taxation authority or other
      authority in accordance with Applicable Law. For purposes of this Section 2.22,
      the term “Initial Date” shall mean (i) in the case of the Administrative Agent,
      the date hereof, (ii) in the case of each Lender as of the date hereof, the
      date
      hereof and (iii) in the case of any other Lender, the effective date of the
      Assignment and Acceptance pursuant to which it became a Lender.

     

    
      	SECTION
              2.23.     	
              Certain
                Pricing Adjustments.

            


    

     

    The
      Commitment Fee, the applicable LIBOR Spread and the applicable FFR Spread in
      effect from time to time shall be determined in accordance with the following
      tables:

     

    (i)
      From
      the Closing Date through and including December 14, 2006,

     

    
      	
              S&P/Moody’s
                Rating 

              Equivalent
                of the Borrower’s 

              senior
                unsecured

              long-term
                debt

            	
              Commitment
                Fee

              (in
                Basis Points)

            	
              Applicable
                

              LIBOR
                Spread 

              (in
                Basis Points)

            	
              Applicable

              FFR
                Spread 

              (in
                Basis Points)

            
	 	 	 	 
	
              BBB/Baa2
                or better

            	
              12.0

            	
              60.0

            	
              60.0

            
	
              BBB-/Baa3

            	
              15.0

            	
              87.5

            	
              87.5

            
	
              BB+/Ba1
                or worse

            	
              20.0

            	
              125.0

            	
              125.0

            


    

    


     

    (ii)
      Thereafter,

     

    
      	
              S&P/Moody’s
                Rating 

              Equivalent
                of the Borrower’s 

              senior
                unsecured

              long-term
                debt

            	
              Commitment
                Fee

              (in
                Basis Points)

            	
              Applicable
                

              LIBOR
                Spread 

              (in
                Basis Points)

            	
              Applicable

              FFR
                Spread 

              (in
                Basis Points)

            
	 	 	 	 
	
              BBB/Baa2
                or better

            	
              12.0

            	
              75.0

            	
              75.0

            
	
              BBB-/Baa3

            	
              17.5

            	
              100.0

            	
              100.0

            
	
              BB+/Ba1
                or worse

            	
              22.5

            	
              150.0

            	
              150.0
                

            


    

    


     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    In
      the
      event the S&P and Moody’s ratings on the Borrower’s senior non-credit
      enhanced unsecured long-term debt are not equivalent to each other, the higher
      rating of S&P and Moody’s will determine the Commitment Fee, the applicable
      LIBOR Spread and the applicable FFR Spread, unless the ratings are more than
      one
      level apart, in which case the rating one level below the higher rating of
      S&P or Moody’s will be determinative. In the event that (a) the Borrower’s
      senior non-credit enhanced unsecured long-term debt is not rated by both of
      S&P or Moody’s (for any reason, including if S&P or Moody’s shall cease
      to be in the business of rating corporate debt obligations) or (b) if the rating
      system of either of S&P or Moody’s shall change, then an amendment shall be
      negotiated in good faith (and shall be effective only upon approval by the
      Borrower and the Majority Lenders) to the references to specific ratings in
      the
      table above to reflect such changed rating system or the unavailability of
      ratings from such rating agency (including an amendment to provide for the
      substitution of an equivalent or successor ratings agency). In the event that
      the Borrower’s senior non-credit enhanced unsecured long-term debt is not rated
      by either of S&P and Moody’s, then the Commitment Fee, the applicable LIBOR
      Spread and the applicable FFR Spread shall be deemed to be calculated as if
      the
      lowest rating category set forth above applied until such time as an amendment
      to the table above shall be agreed to. Any increase in the Commitment Fee,
      the
      applicable LIBOR Spread or the applicable FFR Spread determined in accordance
      with the foregoing table shall become effective on the date of announcement
      or
      publication by the Borrower or the applicable rating agency of a reduction
      in
      such rating or, in the absence of such announcement or publication, on the
      effective date of such decreased rating, or on the date of any request by the
      Borrower to the applicable rating agency not to rate its senior non-credit
      enhanced unsecured long-term debt or on the date any of such rating agencies
      announces it shall no longer rate the Borrower’s senior non-credit enhanced
      unsecured long-term debt. Any decrease in the Commitment Fee, the applicable
      LIBOR Spread or the applicable FFR Spread shall be effective on the date of
      announcement or publication by any of such rating agencies of an increase in
      rating or in the absence of announcement or publication on the effective date
      of
      such increase in rating. 

     

    3.  REPRESENTATIONS
      AND WARRANTIES OF BORROWER

     

    In
      order
      to induce the Lenders to enter into this Agreement and to make the Loans
      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:

     

    
      	SECTION
              3.1.     	
              Corporate
                Existence and Power.

            


    

     

    The
      Borrower and its Subsidiaries have been duly organized and are validly existing
      in good standing under the laws of their respective jurisdictions of
      incorporation and are in good standing or have applied for authority to operate
      as a foreign corporation 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 would have a 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 and obtain other extensions of credit
      hereunder.

     

    
      	SECTION
              3.2.     	
              Corporate
                Authority and No Violation.

            


    

     

    The
      execution, delivery and performance of this Agreement and the other Fundamental
      Documents and the borrowings and making of other extensions of credit 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
      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 of the Borrower or any of its Subsidiaries, or any
      material Contractual Obligation of the Borrower or any of its Subsidiaries,
      (d)
      will not 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,
      agreement, bond, note or instrument 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.

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	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 (including the
      borrowings and making of other extensions of credit hereunder) by the Borrower
      of this Agreement or the other Fundamental Documents.

     

    
      	SECTION
              3.4.     	
              Financial
                Statements of Borrower.

            


    

     

    Except
      for the Disclosed Matters, the (a) audited consolidated financial statements
      of
      the Borrower and its Consolidated Subsidiaries as of December 31, 2003 and
      December 31, 2004, and (b) unaudited consolidated balance sheet of the Borrower
      and its Consolidated Subsidiaries as of September 30, 2005, in each case,
      together with the related unaudited statements of income, shareholders’ equity
      and cash flows for the nine-month period then ended fairly present the financial
      position of the Borrower and its Consolidated Subsidiaries 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
      such quarterly financial statements.

     

    
      	SECTION
              3.5.     	
              No
                Material Adverse Change.

            


    

     

    Except
      for the Disclosed Matters, since December 31, 2004 there has been no material
      adverse change in the business, assets, operations or condition, financial
      or
      otherwise, of the Borrower and its Consolidated Subsidiaries taken as a
      whole.

     

    
      	SECTION
              3.6.     	
              Copyrights,
                Patents and Other Rights.

            


    

     

    Each
      of
      the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks,
      tradenames, service marks, copyrights, patents and other intellectual property
      material to its business, and the use thereof by the Borrower and its
      Subsidiaries does not infringe upon the rights of any other Person, except
      for
      any such infringements that, individually or in the aggregate, could not
      reasonably be expected to result in a Material Adverse Effect.

     

    
      	SECTION
              3.7.     	
              Title
                to Properties.

            


    

     

    Each
      of
      the Borrower and its Material Subsidiaries will have at the Closing Date good
      title or valid leasehold interests to each of the properties and assets
      reflected on the balance sheets referred to in Section 3.4 (other than
      properties or assets owned by Bishop’s Gate Residential Mortgage Trust), except
      for minor defects in title that do not interfere with its ability to conduct
      its
      business as currently conducted or to utilize such properties for their intended
      purposes, and all such properties and assets will be free and clear of Liens,
      except Permitted Encumbrances.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              3.8.     	
              Litigation.

            


    

     

    Except
      for matters arising from or related to the Disclosed Matters, there are no
      lawsuits or other proceedings pending (including, but not limited to, matters
      relating to 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 could reasonably be expected to have a 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 have a 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 T, U
      or X
      of the Board.

     

    
      	SECTION
              3.10.     	
              Investment
                Company Act,
                Public Utility Company Act.

            


    

     

    The
      Borrower is not, and will not during the term of this Agreement be, (x) an
      “investment company”, within the meaning of the Investment Company Act of 1940,
      as amended or (y) subject to regulation under the Public Utility Holding Company
      Act of 1935 or the Federal Power Act.

     

    
      	SECTION
              3.11.     	
              Enforceability.

            


    

     

    This
      Agreement and the other Fundamental Documents when executed will constitute
      legal, valid and enforceable obligations (as applicable) of the Borrower
      (subject, as to enforcement, to applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
      of
      creditors’ rights generally and to general principles of equity).

     

    
      	SECTION
              3.12.     	
              Taxes.

            


    

     

    The
      Borrower and each of its Subsidiaries have filed or caused to be filed all
      federal, provincial, state and local tax returns which are required to be filed,
      and have paid or have caused to be paid all taxes as shown on said returns
      or on
      any assessment received by them in writing, to the extent that such taxes have
      become due, except (a) as permitted by Section 5.4 or (b) to the extent that
      the
      failure to do so could not reasonably be expected to result in a Material
      Adverse Effect.

     

    
      	SECTION
              3.13.     	
              Compliance
                with ERISA.

            


    

     

    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
      and
      the applicable laws, rules and regulations of any jurisdiction applicable to
      Plans. Neither the Borrower nor any of its Subsidiaries has, with respect to
      any
      Plan, 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. No liability to the PBGC that is material to the Borrower and its
      Subsidiaries taken as a whole has been, or to the Borrower’s best knowledge is
      reasonably expected to be, incurred with respect to the Plans and there has
      been
      no Reportable Event and no other event or condition that presents a material
      risk of termination of a Plan by the PBGC. 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. As of the Closing Date,
      neither the Borrower nor any of its Subsidiaries contributes to a Multiemployer
      Plan, and has not incurred any liability that would be material to the Borrower
      and its Subsidiaries taken as a whole on account of a partial or complete
      withdrawal (as defined in Sections 4203 and 4205 of ERISA, respectively) with
      respect to any Multiemployer Plan.

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              3.14.     	
              Disclosure.

            


    

     

    As
      of the
      Closing 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. Except for the Disclosed Matters, at the Closing Date, there is
      no
      fact known to the Borrower which, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect.

     

    
      	SECTION
              3.15.     	
              Environmental
                Liabilities.

            


    

     

    Except
      with respect to any matters, that, individually or in the aggregate, could
      not
      reasonably be expected to result in 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 become subject
      to
      any Environmental Liability, (iii) has received notice of any claim with respect
      to any Environmental Liability or (iv) knows of any basis for any Environmental
      Liability.

     

    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 the Borrower.

     

    (b)  Corporate
      Documents for the
      Borrower.
      The
      Administrative Agent shall have received, with copies for each of the Lenders,
      a
      certificate of the Secretary or Assistant Secretary of the Borrower dated the
      date hereof and certifying (A) that attached thereto is a true and complete
      copy
      of its certificate of incorporation and by-laws as in effect on the date of
      such
      certification; (B) that attached thereto is a true and complete copy of
      resolutions adopted by its Board of Directors authorizing the borrowings and
      other extensions of credit hereunder and the execution, delivery and performance
      in accordance with their respective terms of this Agreement and any other
      documents required or contemplated hereunder; and (C) as to the incumbency
      and
      specimen signature of each of its officers executing this Agreement or any
      other
      document delivered by it in connection herewith (such certificate to contain
      a
      certification by another of its officers as to the incumbency and signature
      of
      the officer signing the certificate referred to in this paragraph
      (b)).

     

    (c)  Financial
      Statements.
      The
      Lenders shall have received the (i) audited consolidated financial statements
      of
      the Borrower and its Consolidated Subsidiaries as of and for the fiscal years
      ended December 31, 2003 and December 31, 2004 (as modified and updated by the
      Disclosed Matters) and (ii) unaudited consolidated financial statements of
      the
      Borrower and its Consolidated Subsidiaries for the nine-month period ended
      September 30, 2005 (as modified and updated by the Disclosed
      Matters).

     

    (d)  Opinions
      of Counsel.
      The
      Administrative Agent shall have received the favorable written opinions, dated
      as of the date hereof and addressed to the Administrative Agent and the Lenders,
      of (i) internal counsel of PHH Corporation and (ii) Thacher Proffitt & Wood
      LLP, substantially in the form of Exhibits A-1 and A-2 hereto
      respectively.

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (e)  No
      Material Adverse Change.
      The
      Administrative Agent shall be satisfied that, except for the Disclosed Matters,
      no material adverse change shall have occurred with respect to the business,
      assets, operations or condition, financial or otherwise, of the Borrower and
      its
      Consolidated Subsidiaries, taken as a whole, since December 31,
      2004.

     

    (f)  Payment
      of Fees.
      The
      Administrative Agent shall be satisfied that all amounts payable to the Joint
      Lead Arrangers, the Administrative Agent and the other Lenders pursuant hereto
      or with regard to the transactions contemplated hereby have been or are
      simultaneously being paid.

     

    (g)  Closing
      Date Payments.
      The
      Borrower and the Lenders shall have made such payments among themselves on
      the
      Closing Date as directed by the Administrative Agent with the result that,
      after
      giving effect thereto, the outstanding Loans, if any, shall be held by the
      Lenders pro rata in accordance with their respective Commitments.

     

    (h)  Litigation.
      Except
      for matters arising from or related to the Disclosed Matters, no litigation
      shall be pending or, to the Borrower’s knowledge, threatened which would be
      likely to have a Material Adverse Effect, or which could reasonably be expected
      to materially adversely affect the ability of the Borrower to fulfill its
      obligations hereunder or to otherwise materially impair the interests of the
      Lenders.

     

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

     

    
      	SECTION
              4.2.     	
              Conditions
                Precedent to Each Loan. The obligation of the Lenders to make each
                Loan, including the initial Loan hereunder, is subject to the following
                conditions precedent:

            


    

     

    (a)  Notice.
      The
      Administrative Agent shall have received a notice with respect to such Borrowing
      as required by Article 2 hereof.

    

      (b)  Representations
        and Warranties.
        The
        representations and warranties set forth in Article 3 (other than those set
        forth in Section 3.5 for the initial Borrowing, so long as such initial
        Borrowing takes place within 45 days of the Closing 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 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
        that
        this condition shall not apply to a Borrowing which is solely refinancing
        outstanding Loans and which, after giving effect thereto, has not increased
        the
        aggregate amount of outstanding Loans.

    

     

    (c)  No
      Event of Default.
      On the
      date of each Borrowing, the Borrower shall be in material compliance with all
      of
      the terms and provisions set forth herein to be observed or performed and no
      Event of Default or Default shall have occurred and be continuing on such date
      or after giving effect to the Borrowing to be made on such date; provided
      that
      this condition shall not apply to a Borrowing which is solely refinancing
      outstanding Loans and which, after giving effect thereto, has not increased
      the
      aggregate amount of outstanding Loans.

     

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

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    5.  AFFIRMATIVE
      COVENANTS

     

    For
      so
      long as the Commitments shall be in effect or any amount shall remain
      outstanding or unpaid under this Agreement, 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.

            


    

     

    Deliver
      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, (i) either (A) consolidated statements of income (or
      operations) and consolidated statements of cash flows and changes in
      stockholders’ equity of the Borrower and its Consolidated Subsidiaries for such
      year and the related consolidated balance sheets as at the end of such year,
      or
      (B) the Form 10-K filed by the Borrower with the Securities and Exchange
      Commission and (ii) if not included in such Form 10-K, an opinion of independent
      certified public accountants of recognized national standing, which opinion
      shall state that said consolidated financial statements fairly present the
      consolidated financial position and results of operations of the Borrower and
      its Consolidated Subsidiaries as at the end of, and for, such fiscal year and
      that such financial statements were prepared in accordance with GAAP applied
      consistently throughout the periods reflected therein and with prior
      periods;

     

    (b)  As
      soon as
      is practicable, but in any event within 60 days after the end of each of the
      first three fiscal quarters of each fiscal year (other than the fiscal quarter
      ending June 20, 2006), either (i) the Form 10-Q filed by the Borrower with
      the
      Securities and Exchange Commission or (ii) the unaudited consolidated balance
      sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such
      fiscal quarter, and the related unaudited statements of income and cash flows
      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
      of the end of the preceding fiscal year, and for the corresponding period in
      the
      preceding fiscal year, in each case, together with a certificate (substantially
      in the form of Exhibit C) signed by the chief financial officer, the chief
      accounting 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 chief financial officer, chief accounting
      officer or a vice president responsible for financial administration of the
      Borrower, substantially in the form of Exhibit C 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 and the nature thereof and (ii) demonstrating in reasonable detail
      compliance with the provisions of Sections 6.6 and 6.7;

    

      (d)  As
        soon
        as is practicable, but in any event no later than September 30, 2006, the
        financial statements described in Sections 5.1(a) and 5.1(b) for the fiscal
        periods of the Borrower ended December 31, 2005, March 31, 2006 and June
        30,
        2006;

    

     

    (e)  Promptly
      upon any executive officer of the Borrower or any of its Subsidiaries obtaining
      knowledge of the occurrence of any Default or Event of Default, a certificate
      of
      the president, chief financial officer or chief accounting officer of the
      Borrower 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; 

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (f)  Promptly
      upon any executive officer of the Borrower or any of its Subsidiaries obtaining
      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, prompt notice thereof and 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)  Promptly,
        such additional financial and other information as any Lender may from time
        to
        time reasonably request.

       

    

     

    
      	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, 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, and all state and provincial laws and regulations of
      similar import; provided
      that
      mergers, dissolutions and liquidations permitted under Section 6.3 shall be
      permitted.

     

    
      	SECTION
              5.3.     	
              Insurance.

            


    

     

    Maintain
      with good 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 as such
      insurance is usually carried by companies of established reputation and
      comparable size.

     

    
      	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
      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 Lien
      which may have attached as security therefor (unless the same is fully bonded
      or
      otherwise effectively stayed).

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    
      	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, as amended) of the Borrower knows that (i) any
      Reportable Event with respect to any Plan has occurred, a statement of the
      chief
      financial officer of the Borrower, setting forth details as to such Reportable
      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 Reportable Event with the PBGC or (ii) an
      accumulated funding deficiency has been incurred or an application has been
      made
      to the Secretary of the Treasury for a waiver or modification of the minimum
      funding standard or an extension of any amortization period under Section 412
      of
      the Code with respect to a Plan, a Plan has been or is proposed to be terminated
      in a “distress termination” (as defined in Section 4041(c) of ERISA),
      proceedings have been instituted to terminate a Plan or a Multiemployer Plan,
      a
      proceeding has been instituted to collect a delinquent contribution to a Plan
      or
      a Multiemployer Plan, or either the Borrower or any of its Subsidiaries will
      incur any liability (including any contingent or secondary liability) to or
      on
      account of the termination of or withdrawal from a Plan under Section 4062,
      4063
      or 4064 of ERISA or the withdrawal or partial withdrawal from a Multiemployer
      Plan under Section 4201 or 4204 of ERISA, a statement of the chief financial
      officer of the Borrower, setting forth details as to such event and the action
      it proposes to take with respect thereto, (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 liability to the Borrower and its Subsidiaries
      taken as a whole. The Administrative Agent shall provide any information
      delivered to it under this Section 5.5 to any Lender upon such Lender’s
      request.

     

    
      	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 Agents
        and
        their representatives reasonable access to all such books and records and
        to any
        of their properties or assets during regular business hours (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 any Agents may make
        such
        audits and examinations and make abstracts from such books, accounts and
        records
        and may discuss the affairs, finances and accounts with, and be advised as
        to
        the same by, officers and independent accountants, all as any 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.

    

     

    
      	SECTION
              5.7.     	
              Maintenance
                of Properties.

            


    

     

    Keep
      its
      properties which are material to its business in good repair, working order
      and
      condition consistent with companies of established reputation and comparable
      size.

     

    6.  NEGATIVE
      COVENANTS

     

    For
      so
      long as the Commitments shall be in effect or any amount shall remain
      outstanding or unpaid under this Agreement, 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 Material Subsidiary
                Indebtedness.

            


    

     

    Incur,
      assume or suffer to exist any Indebtedness of any Material Subsidiary which
      principally transacts business in the United States, except:

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (a)  Indebtedness
      in existence on the date hereof, or required to be incurred pursuant to a
      contractual obligation in existence on the date hereof, which in either case
      (to
      the extent not otherwise permitted by paragraphs (b)-(i) of this Section 6.1),
      is listed on Schedule 6.1 hereto, but not any extensions or renewals thereof,
      unless effected on substantially the same terms or on terms not more adverse
      to
      the Lenders;

     

    (b)  purchase
      money Indebtedness (including Capital Leases) to the extent permitted under
      Section 6.4(b);

     

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

     

    (d)  Indebtedness
      of any Material Subsidiary of the Borrower issued and outstanding prior to
      the
      date on which 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); 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 (e) and (f) below, shall not exceed
      $150,000,000;

     

    (e)  any
      renewal, extension or modification of Indebtedness under paragraph (d) 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 more adverse to
      the
      Lenders and (ii) the principal amount of such Indebtedness is not
      increased;

     

    (f)  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 (d) and (e) above, does not exceed
      $150,000,000;

     

    (g)  Indebtedness
      of Special Purpose Vehicle Subsidiaries incurred to finance investment in lease
      agreements and vehicles by such Subsidiaries, so long as the lender (and any
      other party) in respect of such Indebtedness has recourse, if any, solely to
      the
      assets of such Special Purpose Vehicle Subsidiary;

     

    (h)  Indebtedness
      of any Asset Securitization Subsidiary incurred solely to finance asset
      securitization transactions as long as (i) such Indebtedness is unsecured or
      is
      secured solely as permitted by Section 6.4(n), and (ii) the lender (and any
      other party) in respect of such Indebtedness has recourse (other than customary
      limited recourse based on misrepresentations or failure of such assets to meet
      customary eligibility criteria), if any, solely to the assets securitized in
      the
      applicable asset securitization transaction and, if such Asset Securitization
      Subsidiary is of the type described in clause (i) of the definition of “Asset
      Securitization Subsidiary”, the capital stock of such Asset Securitization
      Subsidiary; 

     

    (i)  Indebtedness
      (other than Indebtedness of Asset Securitization Subsidiaries incurred to
      finance asset securitization transactions permitted by this Agreement)
      consisting of the obligation to repurchase mortgages and related assets or
      secured by mortgages and related assets in connection with other mortgage
      warehouse financing arrangements, if the aggregate principal amount of all
      such
      Indebtedness does not exceed $1,150,000,000;

     

    (j)  Indebtedness
      incurred under the PHH Home Loans Credit Agreement, in an aggregate principal
      amount not to exceed $300,000,000; and

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (k)  Indebtedness
      of any Subsidiary incurred under the Existing PHH Credit
      Agreements.

     

    
      	SECTION
              6.2.     	
              Limitation
                on Transactions with
                Affiliates.

            


    

     

    Enter
      into any transaction, including, without limitation, any purchase, sale, lease
      or exchange of property or the rendering of any service, with any Affiliate
      (other than the Borrower or a wholly-owned Subsidiary of the Borrower) unless
      such transaction is (a) otherwise permitted under this Agreement and
      (b) upon fair and reasonable terms no less favorable to the Borrower or
      such Subsidiary, as the case may be, than it would obtain in a comparable arm’s
      length transaction with a Person which is not an Affiliate.

     

    
      	SECTION
              6.3.     	
              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, (ii) in which the surviving entity becomes
      a
      Material Subsidiary of the Borrower immediately upon the effectiveness of such
      merger, consolidation, dissolution or liquidation or (iii) in connection with
      a
      transaction permitted by Section 6.3(b); provided
      that
      immediately prior to and on a Pro Forma Basis after giving effect to such
      transaction no Default or Event of Default has occurred or is
      continuing.

     

    (b)
      Sell
      or otherwise dispose of (i) all or substantially all of the assets of the
      Borrower and its Subsidiaries, taken as a whole or (ii) all or substantially
      all
      of the assets of PHH Mortgage Corporation and its Subsidiaries, taken as a
      whole; provided
      that it
      is understood for purposes of clarity that this Section 6.3(b) shall not
      prohibit or limit in any respect transactions in the ordinary course of business
      of the Borrower or any of its Subsidiaries (including but not limited to asset
      securitization transactions or similar transactions entered into in the ordinary
      course of business).

    


    
      	SECTION
              6.4.     	
              Limitations
                on Liens.

            


    

     

    Suffer
      any Lien on the property of the Borrower or any of the Material Subsidiaries
      which principally transact business in the United States, except:

     

    (a)  deposits
      under worker’s compensation, unemployment insurance and social security laws or
      to secure statutory obligations or surety or appeal bonds or performance or
      other similar bonds in the ordinary course of business, or statutory Liens
      of
      landlords, carriers, warehousemen, mechanics and materialmen and other similar
      Liens, in respect of liabilities which are not yet due or which are being
      contested in good faith, Liens for taxes not yet due and payable, and Liens
      for
      taxes due and payable, the validity or amount of which is currently being
      contested in good faith by appropriate proceedings and as to which foreclosure
      and other enforcement proceedings shall not have been commenced (unless fully
      bonded or otherwise effectively stayed);

     

    (b)  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
      such 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;

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (c)  Liens
      upon real and/or personal property, which property was acquired after the
      Closing 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
      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;

     

    (d)  Liens
      arising out of attachments, judgments or awards as to which an appeal or other
      appropriate proceedings for contest or review are promptly commenced (and as
      to
      which foreclosure and other enforcement proceedings (i) shall not have been
      commenced (unless fully bonded or otherwise effectively stayed) or (ii) in
      any
      event shall be promptly fully bonded or otherwise effectively
      stayed);

     

    (e)  Liens
      created under any Fundamental Document as contemplated by this
      Agreement;

     

    (f)  Liens
      securing Indebtedness of any Material Subsidiary to the Borrower;

     

    (g)  Liens
      covering only the property or assets of any Special Purpose Vehicle Subsidiary
      and securing only such Indebtedness of such Special Purpose Vehicle Subsidiary
      as is permitted under Section 6.1(g) hereof;

     

    (h)  other
      Liens incidental to the conduct of its business or the ownership of its property
      and other assets, which do not secure any Indebtedness and did not otherwise
      arise in connection with the borrowing of money or the obtaining of advances
      or
      credit and which do not, in the aggregate, materially detract from the value
      of
      its property or other assets or materially impair the use thereof in the
      operation of its business;

     

    (i)  to
      the
      extent not otherwise permitted by this Section 6.4, Liens existing on the
      Closing Date listed on Schedule 6.4 hereto and any extensions or renewals
      thereof;

     

    (j)  Liens
      securing indebtedness in respect of one or more asset securitization
      transactions, which indebtedness is not reported on a consolidated balance
      sheet
      of the Borrower and its Subsidiaries, covering only the assets securitized
      in
      the asset securitization transaction financed by such indebtedness and the
      capital stock of any special purpose vehicle the sole purpose of which is to
      effectuate such asset securitization transaction;

     

    (k)  other
      Liens securing obligations having an aggregate principal amount not to exceed
      $150,000,000;

     

    (l)  Liens
      securing Indebtedness permitted by Section 6.1(j);

     

    (m)  Liens
      on
      cash of Atrium Insurance Corporation in connection with its reinsurance
      business;

     

    (n)  Liens
      securing Indebtedness and related obligations of an Asset Securitization
      Subsidiary in respect of one or more asset securitization transactions, which
      Indebtedness is reported on a consolidated balance sheet of the Borrower and
      its
      Subsidiaries, covering only the assets securitized in the asset securitization
      transaction financed by such Indebtedness and, if an Asset Securitization
      Subsidiary is of the type described in clause (i) of the definition of “Asset
      Securitization Subsidiary”, the capital stock of such Asset Securitization
      Subsidiary;
      and

     

    (o)  Liens
      on
      mortgages and related assets securing obligations to the extent such obligations
      are permitted by Section 6.1(i). 

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              6.5.     	
              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 or any of its Subsidiaries may enter into sale-leaseback
      transactions relating to assets not in excess of $100,000,000 in the aggregate
      on a cumulative basis, and except (a) the LEAF Trust Transaction; and (b)
      without limiting the foregoing clause (a), any sale-leaseback transaction
      entered into in connection with an asset securitization transaction the
      indebtedness or Indebtedness relating to which is permitted to be secured
      pursuant to Section 6.4(k) or 6.4(n).

     

    
      	SECTION
              6.6.     	
              Consolidated
                Net Worth.

            


    

     

    Permit
      Consolidated Net Worth on the last day of any fiscal quarter to be less than
      the
      sum of (i) $1,000,000,000 plus
      (ii) 25%
      of Consolidated Net Income, if positive, for each fiscal quarter ended after
      December 31, 2004.

     

    
      	SECTION
              6.7.     	
              Ratio
                of Indebtedness To Tangible Net
                Worth.

            


    

     

    Permit,
      at any time, the ratio of Indebtedness of the Borrower and its Subsidiaries
      to
      Tangible Net Worth to exceed 10.0 to 1.0.

     

    
      	SECTION
              6.8.     	
              Accounting
                Practices.

            


    

     

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

     

    
      	SECTION
              6.9.     	
              Restrictions
                Affecting Subsidiaries.

            


    

     

    Enter
      into, or suffer to exist, any Contractual Obligation with any Person, which
      prohibits or limits the ability of any Material Subsidiary (other than Special
      Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to (a)
      pay
      dividends or make other distributions or pay any Indebtedness owed to the
      Borrower or any other Subsidiary, (b) make loans or advances to the Borrower
      or
      any other Subsidiary or (c) transfer any of its properties or assets to the
      Borrower or any other Subsidiary; provided,
      however,
      that
      this Section 6.9 shall not apply to (A) any tangible net worth requirements
      and/or restrictions applicable to PHH Home Loans, LLC, pursuant to the PHH
      Home
      Loans Credit Agreement or (B) any restrictions imposed by Applicable Law,
      including, without limitation, any Applicable Law restricting payment of
      dividends or other distributions by Atrium Insurance Corporation.

     

    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 or deemed made by the Borrower in this Agreement
      or any other Fundamental Document or in connection with this Agreement or the
      Borrowings (or other extensions of credit) 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;

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (b)  default
      shall be made in the payment of any principal of or interest on any Loan or
      of
      any fees or other amounts payable by the 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
      Business Days, and in the case of payments other than of any principal amount
      of
      or interest on any Loan, such default shall continue unremedied for five
      Business Days after receipt by the Borrower of an invoice therefor;

     

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

     

    (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 (30) days after the Borrower obtains knowledge
      of
      such occurrence;

     

    (e)  (i)
      default in payment shall be made with respect to any Indebtedness or Interest
      Rate Protection Agreements of the Borrower or any of its Subsidiaries (other
      than Securitization Indebtedness) where the amount or amounts of such
      Indebtedness exceeds $25,000,000 (or its equivalent thereof in any other
      currency) in the aggregate; or (ii) default in payment or performance shall
      be
      made with respect to any Indebtedness or Interest Rate Protection Agreements
      of
      the Borrower or any of its Subsidiaries (other than Securitization Indebtedness)
      where the amount or amounts of such Indebtedness or Interest Rate Protection
      Agreements exceeds $25,000,000 (or its equivalent thereof in any other currency)
      in the aggregate, if the effect of such default is to result in the acceleration
      of the maturity of such Indebtedness or Interest Rate Protection Agreement;
      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 or Interest Rate Protection Agreement (other
      than Securitization Indebtedness) where the amount or amounts of such
      Indebtedness or Interest Rate Protection Agreement exceeds $25,000,000 (or
      its
      equivalent thereof in any other currency) in the aggregate; provided
      that
      clause (iii) shall not apply to secured Indebtedness or Interest Rate Protection
      Agreement that becomes due as a result of a voluntary sale of the property
      or
      assets securing such Indebtedness or Interest Rate Protection Agreement or
      Indebtedness that is redeemed or repurchased at the option of the Borrower
      or
      any of its Subsidiaries and provided,
      further,
      that
      clauses (ii) and (iii) shall not apply to any Indebtedness or Interest Rate
      Protection Agreement of any Subsidiary issued and outstanding prior to the
      date
      such Subsidiary became a Subsidiary of the Borrower (other than Indebtedness
      or
      Interest Rate Protection Agreement 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 or Interest Rate Protection Agreement which
      becomes operative as a result of the acquisition of such Subsidiary by the
      Borrower or any of its Subsidiaries;

     

    (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;

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (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 (60) days;

     

    (h)  the
      occurrence of a Change in Control;

     

    (i)  final
      judgment(s) for the payment of money in excess of $25,000,000 (or its equivalent
      thereof in any other currency) shall be rendered against the Borrower or any
      of
      its Subsidiaries which within thirty (30) 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 (30) days from the entry of a final order of
      affirmance on appeal; or

     

    (j)  a
      Reportable Event relating to a failure to meet minimum funding standards or
      an
      inability to pay benefits when due shall have occurred with respect to any
      Plan
      under the control of the Borrower or any of its Subsidiaries and shall not
      have
      been remedied within 45 days after the occurrence of such Reportable Event,
      if
      the occurrence thereof could reasonably be expected to have a Material Adverse
      Effect;

     

    then,
      in
      every such event and at any time thereafter during the continuance of such
      event, the Administrative Agent may or, if directed by the Required Lenders,
      shall 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; provided
      that, in
      the case of a payment of principal default pursuant to paragraph (b), the
      Administrative Agent, unless it is directed to do so by the Required Lenders,
      will not take either or both of such actions for three Business Days. If an
      Event of Default specified in paragraph (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 

     

    
      	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 as provided for herein. 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 appropriate, together with all powers reasonably incidental thereto. The
      Administrative Agent shall have no duties or responsibilities except as set
      forth in the Fundamental Documents. 

     

     

    
      
        
        

      

      
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      	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 applicable 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 for the period until such Lender
      makes such amount immediately available to the Administrative Agent.
      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 shall immediately pay such unreimbursed advance amount (plus any
      accrued, but unpaid interest at the rate per annum equal to the interest rate
      applicable to such Loan) to the Administrative Agent.

     

    (b)  Any
      amounts received by the Administrative Agent in connection with this Agreement
      or the Loans 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,
      to pay
      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 applicable Lenders, 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 Section 2.20
      or
      the exercise of a right of banker’s lien, setoff or counterclaim against the
      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 (other
      than
      pursuant to Section 2.16(f)), obtain payment in respect of its Loans as a result
      of which the unpaid portion of its Loans 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 Loans of such other Lenders, so that the aggregate unpaid
      principal amount of each of the Lenders’ Loans and its participation in Loans of
      the other Lenders shall be in the same proportion to the aggregate unpaid
      principal amount of all Loans then outstanding as the principal amount of its
      Loans prior to the obtaining of such payment was to the principal amount of
      all
      Loans 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. 

     

     

    
      
        
        

      

      
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      	SECTION
              8.4.     	
              Notice
                to the Lenders.

            


    

     

    Upon
      receipt by the Administrative Agent from the 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 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 the Administrative Agent.

            


    

     

    (a)  The
      Administrative Agent, 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 nor its 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. Neither the Administrative Agent nor its directors, officers,
      agents, and employees shall in any 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 nor its respective directors, officers, employees, or
      agents shall be responsible to any of the Lenders for the due execution (other
      than its own), validity, genuineness, effectiveness, sufficiency, or
      enforceability of, or for any statement, warranty, or representation made by
      any
      other Person in, or for the perfection of any security interest contemplated
      by,
      this Agreement or any related agreement, document or order or shall be required
      to ascertain or to make any inquiry concerning the performance or observance
      by
      the Borrower of any of the terms, conditions, covenants, or agreements of this
      Agreement or any related agreement or document.

     

    (b)  Neither
      the Administrative Agent nor its respective directors, officers, employees,
      or
      agents shall have any responsibility to the Borrower on account of the failure
      or delay in performance or breach by any of the Lenders or the 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, in its capacity as such 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 (i) to reimburse the Administrative
      Agent and the Joint Lead Arrangers, in the amount of its proportionate share,
      for any reasonable expenses and fees incurred for the benefit of the Lenders
      under the Fundamental Documents, including, without limitation, reasonable
      counsel fees and compensation of agents and employees paid for services rendered
      on behalf of the Lenders, and any other reasonable expense incurred in
      connection with the administration or enforcement thereof not reimbursed by
      the
      Borrower or one of its Subsidiaries; and (ii) to indemnify and hold harmless
      the
      Administrative Agent and the Joint Lead Arrangers and any of their directors,
      officers, employees, or agents, on 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 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 (except such as shall result from the gross negligence or
      willful misconduct of the Person seeking indemnification).

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      	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 as though it were not the
      Administrative Agent on behalf of the Lenders under this Agreement.

     

    
      	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 hereunder based on its own analysis of the transactions
      contemplated hereby and of the creditworthiness of the Borrower and agrees
      that
      the Administrative Agent shall not bear responsibility therefor.

     

    
      	SECTION
              8.9.     	
              Notice
                of Transfer.

            


    

     

    The
      Administrative Agent 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 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 Required Lenders
      shall have the right to appoint a successor Administrative Agent from among
      the
      Lenders, with the consent of the Borrower, which will not be unreasonably
      withheld. If no successor Administrative Agent shall have been so appointed
      by
      the Required Lenders 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 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 Article 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.

     

     

    
      
        
        

      

      
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      	SECTION
              8.11.     	
              Syndication
                Agents.

            


    

     

    The
      Syndication Agents shall not have any duties or responsibility hereunder in
      their capacity as such.

     

    9.  [RESERVED].


     

    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, (i) if to the Administrative
      Agent or JPMorgan Chase Bank, N.A. to it at 1111 Fannin, 10th
      floor,
      Houston, Texas 77002 (Telephone: (713) 750-2885; Telecopy: (713) 750-2932),
      Attention: Leah Hughes, with a copy to Dakisha Allen, at 1111 Fannin,
      10th
      floor,
      Houston, Texas 77002 (Telephone: (713) 750-3541; Telecopy: (713) 750-2932),
      (ii)
      if to the Borrower, to it at 3000
      Leadenhall Road, Mount Laurel, New Jersey 08054,
      Attention: Assistant Treasurer, with a copy to the General Counsel, or (iii)
      if
      to a Lender, to it at its address set forth on Schedule 1.1 (or in its
      Assignment and Acceptance or other agreement pursuant to which it became a
      Lender hereunder), or such other address as such party may from time to time
      designate by giving written notice to the Borrower and the Administrative Agent.
      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
      fifth Business Day after the date when sent by registered or certified mail,
      postage prepaid, return receipt requested, if by mail, or when delivered to
      the
      telegraph company, charges prepaid, if by telegram, or when receipt is
      acknowledged, if by any telecopier or telegraphic communications equipment
      of
      the sender, in each case addressed to such party as provided in this Section
      10.1 or in accordance with the latest unrevoked written direction from such
      party. Information required to be delivered hereunder may also be delivered
      by
      electronic communication pursuant to procedures approved by the Borrower and
      the
      Administrative Agent.

     

    (b)
      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 or the 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 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 making any such statement hereunder.

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	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
      that the
      Borrower may not assign its respective rights hereunder without the prior
      written consent of all the Lenders), and all covenants, promises and agreements
      by, or on behalf of, the 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 and the Borrower, which consents shall not be unreasonably withheld or
      delayed) assign to one or more banks or other financial institutions either
      (i)
      all or a portion of its interests, rights and obligations under this Agreement
      (including, without limitation, all or a portion of its Commitments and the
      same
      portion of the Loans at the time owing to it) (a “Ratable
      Assignment”)
      or
      (ii) all or a portion of its rights and obligations under and in respect of
      its
      Commitments under this Agreement and the same portion of the Loans at the time
      owing to it; provided
      that (1)
      each Ratable Assignment shall be of a constant, and not a varying, percentage
      of
      the assigning Lender’s rights and obligations under this Agreement, (2) 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 amount of
      $5,000,000 unless such assignment is an assignment of all of the assigning
      Lender’s rights and obligations under this Agreement or unless otherwise agreed
      by the Borrower and the Administrative Agent and (3) 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 and a processing and recordation fee of $3,500. 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 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, but shall continue to be entitled to the indemnity and
      expense reimbursement provisions for the period prior to such Assignment and
      Acceptance).

     

    (c)  Notwithstanding
      the other provisions of this Section 10.3, each Lender may at any time without
      the consent of the Borrower make an assignment of all or any part of its
      interests, rights and obligations under this Agreement to any Lender or
      Affiliate of a Lender or, if an Event of Default has occurred and is continuing,
      any other assignee.

     

    (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 and any other Fundamental Document 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 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) 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.

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (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 principal
      amount 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, the Administrative Agent and the Lenders may 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.
      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 B 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. Upon acceptance by the Administrative
      Agent, Schedule 1.1 shall be deemed to be amended to reflect the information
      contained in such Assignment and Acceptance. 

     

    (g)  Each
      of
      the Lenders may without the consent of the Borrower or the Administrative Agent
      sell participations to one or more banks or other financial institutions (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
      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
      contained in Sections 2.15, 2.16 and 2.18 hereof 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, 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
      relating to the Borrower furnished to the Administrative Agent or the Lenders
      by
      or on behalf of the Borrower.

     

    (i)  The
      Borrower consents that any Lender may at any time and from time to time pledge,
      or otherwise grant a security interest in, any Loan, including any such pledge
      or grant to any Federal Reserve Bank, 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.

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (j)  The
      Borrower, upon receipt of written notice from the relevant Lender, agrees to
      issue promissory notes evidencing Loans made hereunder to any Lender requiring
      promissory notes to facilitate transactions of the type described in paragraph
      (i) above.

     

    
      	SECTION
              10.4.     	
              Expenses;
                Documentary Taxes.

            


    

     

    Whether
      or not the transactions hereby contemplated shall be consummated, the Borrower
      agrees to pay all reasonable out-of-pocket expenses incurred by the
      Administrative Agent and the Joint Lead Arrangers in connection with the
      syndication, preparation, execution, delivery and administration of this
      Agreement and the making of the Loans, including but not limited to the
      reasonable fees and disbursements of Simpson Thacher & Bartlett LLP, counsel
      to the Administrative Agent, as well as all reasonable out-of-pocket expenses
      incurred by the Lenders and the Administrative Agent in connection with any
      restructuring or workout of this Agreement or in connection with the enforcement
      or protection of the rights of the Lenders and the Administrative Agent in
      connection with this Agreement or any other Fundamental Document, and with
      respect to any action which may be instituted by any Person against any Lender
      or the Administrative Agent 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 fees and disbursements of any counsel for the Lenders. Such
      payments shall be made on the date of execution of this Agreement and thereafter
      promptly on demand. The Borrower agrees that it shall indemnify the
      Administrative Agent and the Lenders from, and hold them harmless against,
      any
      documentary taxes, assessments or charges made by any Governmental Authority
      by
      reason of the execution and delivery of this Agreement or any other Fundamental
      Document. The obligations of the Borrower and each Subsidiary under this Section
      shall be joint and several obligations and shall survive the termination of
      this
      Agreement and/or the payment of the Loans for two years.

     

    
      	SECTION
              10.5.     	
              Indemnity.

            


    

     

    Further,
      by the execution hereof, the Borrower agrees to indemnify and hold harmless
      the
      Agents, the Joint Lead Arrangers and the Lenders and their respective directors,
      officers, employees and agents (each, an “Indemnified
      Party”)
      from
      and against any and all expenses (including reasonable 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 to the extent arising out of or resulting from the
      gross negligence or willful misconduct of the Indemnified Party seeking
      indemnification, provided
      that the
      Borrower shall not 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 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 of any proceeding effected without the
      Borrower’s written consent, and provided,
      further,
      that
      this Section 10.5 shall not be construed to expand the scope of the
      reimbursement obligations specified in Section 10.4. The obligations of the
      Borrower under this Section 10.5 shall be joint and several obligations and
      shall survive the termination of this Agreement and/or payment of the
      Loans.

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      	SECTION
              10.6.     	
              CHOICE
                OF LAW.

            


    

     

    THIS
      AGREEMENT HAS 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.

     

    
      	SECTION
              10.7.     	
              No
                Waiver.

            


    

     

    No
      failure on the part of the Administrative Agent or any Lender to exercise,
      and
      no delay in exercising, any right, power or remedy hereunder 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 Article 7, should any payment of principal
      of
      or interest on the Loans made hereunder 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.

            


    

     

    Except
      as
      set forth in Section 10.9(b), no modification, amendment or waiver of any
      provision of this Agreement or any other Fundamental Document, 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
      that no
      such modification or amendment shall without the written consent of each Lender
      affected thereby (x) increase or extend the expiration date of the Commitment
      of
      a Lender or postpone or waive any scheduled reduction in the Commitments, (y)
      alter the stated maturity or principal amount of any installment of any Loan,
      or
      decrease the rate of interest payable thereon, or the rate at which the
      Commitments Fees are paid or (z) waive a default under Section 7(b) with respect
      to a scheduled principal installment of any Loan or scheduled payment of
      interest or fees; provided further,
      that no
      such modification or amendment shall without the written consent of all of
      the
      Lenders (i) amend or modify any provision of this Agreement which provides
      for
      the unanimous consent or approval of the Lenders or (ii) amend this Section
      10.9
      (except as provided in Section 10.9(b)) or the definition of Required Lenders.
      No such amendment or modification may adversely affect the rights and
      obligations of the Administrative Agent 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. 

     

    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.

     

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

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

     

    (a)  THE
      BORROWER HEREBY IRREVOCABLY SUBMITS 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
      OR A LENDER. THE 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. THE BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS
      BY
      MAIL AT ITS ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 10.1.
      THE 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
      AND THE LENDERS. FINAL JUDGMENT AGAINST THE 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
      THAT THE
      ADMINISTRATIVE AGENT OR A LENDER MAY AT ITS OPTION BRING SUIT, OR INSTITUTE
      OTHER JUDICIAL PROCEEDINGS AGAINST THE BORROWER OR ANY OF ITS RESPECTIVE ASSETS
      IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE
      WHERE THE 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.

     

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    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 or any Lender (other
      than the provisions of any letter agreements relating to fees and expenses
      and
      syndication issues) prior to the execution of this Agreement which relate to
      Loans to be made hereunder shall be replaced by the terms of this
      Agreement.

     

    SECTION
      10.15.     Foreign
      Currency Judgments.
      

     

    (a) If,
      for
      the purpose of obtaining judgment in any court, it is necessary to convert
      a sum
      due hereunder in one currency into another currency, the Borrower agrees, to
      the
      fullest extent that it may effectively do so, that the rate of exchange used
      shall be that at which in accordance with normal banking procedures in the
      relevant jurisdiction the relevant Lender (or agent acting on its behalf) or
      the
      Administrative Agent could purchase the first currency with such other currency
      for the first currency on the Business Day immediately preceding the day on
      which final judgment is given. 

     

    (b)  The
      obligations of the Borrower in respect of any sum due hereunder shall,
      notwithstanding any judgment in a currency (the “Judgment
      Currency”)
      other
      than that in which such sum is denominated in accordance with this Agreement
      (the “Agreement
      Currency”),
      be
      discharged only to the extent that, on the Business Day following receipt by
      any
      Lender (or agent acting on its behalf) (the “Applicable
      Creditor”)
      of any
      sum adjudged to be so due in the Judgment Currency, the Applicable Creditor
      may
      in accordance with normal banking procedures in the relevant jurisdiction
      purchase the Agreement Currency with the Judgment Currency; if the amount of
      the
      Agreement Currency so purchased is less than the sum originally due to the
      Applicable Creditor in the Agreement Currency, the Borrower agrees, as a
      separate obligation and notwithstanding any such judgment, to indemnify the
      Applicable Creditor against such loss, provided,
      that if
      the amount of the Agreement Currency so purchased exceeds the sum originally
      due
      to the Applicable Creditor, the Applicable Creditor agrees to remit such excess
      to the Borrower. The obligations of the Borrower contained in this Section
      10.15
      shall survive the termination of this Agreement and the payment of all amounts
      owing hereunder. The Borrower shall repay each Loan made to it, and interest
      thereon, in the Currency in which such Loan is denominated.

     

    SECTION
      10.16.     Language.
      

     

    The
      parties hereto have agreed that this Agreement as well as any document or
      instrument relating thereto be drawn up in English only.

     

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    SECTION
      10.17.     Confidentiality.
      

     

    Each
      of
      the Administrative Agent and the Lenders agrees to keep confidential all
      non-public information provided to it by the Borrower and its Subsidiaries
      pursuant to this Agreement that is designated by the Borrower as confidential;
      provided
      that
      nothing herein shall prevent the Administrative Agent or any Lender from
      disclosing any such information (a) to the Administrative Agent, any other
      Lender or any affiliate of any Lender, (b) to any participant or assignee (each,
      a “Transferee”) of such Lender or prospective Transferee which agrees to comply
      with the provisions of this Section, (c) to any of its employees, directors,
      agents, attorneys, accountants and other professional advisors, (d) upon the
      request or demand of any governmental or regulatory authority having
      jurisdiction over it or its Affiliates, (e) in response to any order of any
      court or other governmental authority or as may otherwise be required pursuant
      to any requirement of law, (f) if requested or required to do so in connection
      with any litigation or similar proceeding, (g) which has been publicly disclosed
      other than in breach of this Section 10.17, (h) to the National Association
      of
      Insurance Commissioners or any similar organization or any nationally recognized
      rating agency that requires access to information about a Lender’s investment
      portfolio in connection with ratings issued with respect to such Lender or
      (i)
      in connection with the exercise of any remedy hereunder or under any other
      Fundamental Document. 

     

    SECTION
      10.18.     USA
      PATRIOT Act.  

     

    Each
      Lender hereby notifies the Borrower 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 and other
      information that will allow such Lender to identify the Borrower in accordance
      with the Act.  The Borrower 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 10.17 shall apply to any
      non-public information provided to it by the Borrower and its Subsidiaries
      pursuant to this Section 10.18.

     

    

      SECTION
        10.19.     Consent
        to Amendment of 364-Day Agreement.

        

      Each
        Lender which is also a party to the 364-Day Agreement hereby consents to
        amend
        the 364-Day in the manner set forth in Annex A hereto.

    


    
      
        
           

          


        

        
        

      

      
        46

        
          

        

      

      
        
        

        
           

          


          


        

      

    



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

     

    
      	
              PHH
                CORPORATION

               

              By:
                /s/ Mark E. Johnson

              Name:
                Mark E. Johnson

              Title:
                Vice President and Treasurer

               

              Address:
                3000 Leadenhall Road, Mt. Laurel, NJ 08054

               

               

               

              Taxpayer
                ID: 52-0551284

               

            
	
              JPMORGAN
                CHASE BANK, N.A., 

              as
                Administrative Agent and as a Lender

               

              
                By:
                  /s/
                  Elisabeth H. Schwabe

                Name:
                  Elisabeth H. Schwabe

                Title:
                  Managing Director

              

               

            
	
              CITICORP
                NORTH AMERICA, INC.,

              as
                a Syndication Agent and as a Lender

              

                By:
                  /s/
                  Hugo Arias

                Name:
                  Hugo Arias

                Title:
                  Vice President

              

               

            
	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,

              as
                a Syndication Agent and as a Lender 

              

                By:
                  /s/
                  Karin E. Samuel

                Name:
                  Karin E. Samuel

                Title:
                  Vice President

              

               

            


    

     

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    
      	

              THE
                BANK OF NOVA SCOTIA,
as
                a Lender 

              

                By:
                  /s/
                  James R. Trimble

                Name:
                  James R. Trimble

                Title:
                  Managing Director

              

            


    

    



    
      
        
           

          


        

        
        

      

      
        48

        
          

        

      

      
        
        

        
          


        

      

    

    


      ANNEX
        A

      


      


      PHH
        CORPORATION

      


      


      July
        21,
        2006

      


      


      To
        the
        Administrative Agent 

      and
        the
        Lenders parties to

      the
        Credit Agreement referred to below:

      


      


      Ladies
        and Gentlemen:

      


      


      Reference
        is made to the 364-Day Revolving Credit Agreement, dated as of April 6, 2006
        (as
        amended, supplemented or otherwise modified, the “Credit
        Agreement”),
        among
        PHH Corporation (the “Borrower”),
        the
        lenders referred to therein, Citicorp USA, Inc., as syndication agent, and
        JPMorgan Chase Bank, N.A., as administrative agent (in
        such
        capacity, the “Administrative
        Agent”).
        Unless
        otherwise defined herein, terms defined in the Agreement and used herein
        shall
        have the meanings given to them in the Agreement. 

      


      In
        connection with the negotiation of the Credit Agreement, dated the date hereof
        (the “New
        Credit Agreement”),
        among
        the Borrower, the lenders referred to therein, Citicorp USA, Inc., as
        syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent,
        a
        provision has been included requiring the proceeds from the issuance of any
        New
        Senior Notes be applied toward the reduction of commitments and prepayment
        loans
        outstanding thereunder in the same manner provided in the Credit Agreement.
        However, the New Credit Agreement further provides that the lenders thereunder
        share such proceeds ratably with the Lenders. We are hereby requesting that
        you
        consent to the amendment of the Credit Agreement to provide for the ratable
        sharing of such proceeds with the lenders under the New Credit Agreement
        as
        follows: 

       

      (i)
        by
        adding the following defined term in Section 1.1: 

       

      “New
        Credit Agreement”
shall
        mean the Credit Agreement, dated as of July 21, 2006, among the Borrower,
        the
        lenders referred to therein, Citicorp USA, Inc., as syndication agent, and
        JPMorgan Chase Bank, as administrative agent.

       

      (ii)
        by
        inserting “and (d)” after “2.14(b)” in Section 2.13(b); 

       

      (iii)
        by
        inserting “(subject to Section 2.14(d))” after “amount thereof” in the first
        sentence of Section 2.14(b); and

       

      (iv)
        by
        inserting the following new Section 2.14(d):

       

      “(d)
        Notwithstanding anything to the contrary contained herein, it is hereby agreed
        that the proceeds from the incurrence of Indebtedness under New Senior Notes
        shall be shared ratably with the Lenders under the New Credit Agreement
        determined by (i) the Total Commitment (or, if the Commitments have been
        terminated, the aggregate amount of Loans outstanding) and the (ii) “Total
        Commitment” under the New Credit Agreement plus
        the
        aggregate amount of “Loans” outstanding under the New Credit Agreement and the
        amounts required to be applied to prepay Loans and reduce the Total Commitment
        shall be reduced accordingly.”

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      On
        and as
        of the date hereof and after giving effect to the amendments contained herein,
        the Borrower hereby confirms, reaffirms and restates the representations
        and
        warranties set forth in Section 3 of the Credit Agreement mutatis mutandis,
        except
        to the extent that such representations and warranties expressly relate to
        a
        specific earlier date in which case the Borrower hereby confirms, reaffirms
        and
        restates such representations and warranties as of such earlier date, and
        that
        no Default or Event of Default has occurred and is continuing.

       

      Except
        as
        expressly set forth herein, all of the terms and provisions of the Credit
        Agreement are and shall remain in full force and effect and the Borrower
        shall
        continue to be bound by all of such terms and provisions. The amendments
        provided for herein are limited to the specific section of the Credit Agreement
        specified herein and shall not constitute an amendment of, or an indication
        of
        the Administrative Agent’s or the Lenders’ willingness to amend or waive, any
        other provision.

       

      We
        appreciate your cooperation with this matter. 

       

      
        
        


        Very
          truly yours,

         

        PHH
          CORPORATION

        


        


        By:
          /s/
          Mark Johnson

        Name:
          Mark Johnson

        Title:
          Vice President and Treasurer