Common use of TERMINATION, REPLACEMENT AND RESTATEMENT Clause in Contracts

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in SECTION 4 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in form and substance to the Original Credit Agreement, including all schedules and exhibits thereto, except as expressly set forth below. All References in the Original Credit Agreement to "this Credit Agreement", "this Agreement", or "the Credit Agreement" shall be deemed to mean the New Credit Agreement. (b) The heading of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 14, 2005 (THIS "AGREEMENT") AMONG (I) EACH FUND SIGNATORY HERETO (EACH A "FUND" AND COLLECTIVELY, THE "FUNDS") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND, COLLECTIVELY, THE "BORROWERS"), (II) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II (THE "BANKS"), AND (III) JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS JPMORGAN CHASE BANK), AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER (IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT");" SECTION 1.1 of the Original Credit Agreement is hereby modified in the New Credit Agreement so that the following definitions read in their entirety as stated below: "CLOSING DATE" DECEMBER 14, 2005.

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in SECTION 4 Section 3 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in form and substance to the Original Credit Agreement, including all schedules and exhibits thereto, Agreement except as expressly set forth below. All References in the (The terms of such Original Credit Agreement to "this Credit Agreement", "this Agreement"a copy of which is attached hereto as Exhibit A, or "the Credit Agreement" shall be deemed to mean be incorporated by reference herein, but modified as expressly set forth below.) Capitalized terms used but not defined herein shall have the meanings given them in the New Credit Agreement. (b) The heading preamble of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 14dated as of April 7, 2005 (THIS as amended, restated, supplemented or otherwise modified from time to time, this "AGREEMENTAgreement") AMONG among (Ii) EACH FUND SIGNATORY HERETO the registered investment companies listed on Schedule I hereto (EACH A each, a "FUNDFund", and collectively, the "Funds"), each of which is executing this Agreement on behalf of itself, or, if applicable, certain of its respective investment portfolios set forth beneath such Fund's name on Schedule I hereto (each of which Funds or investment portfolios, as the case may be, is, individually, a "Borrower" AND COLLECTIVELYand, THE collectively, the "FUNDS") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND, COLLECTIVELY, THE "BORROWERSBorrowers"), (IIii) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II the several banks and other financial institutions from time to time parties to this Agreement (THE the "BANKSLenders"), AND ) and (IIIiii) JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS JPMORGAN CHASE BANKformerly known as JPMorgan Chase Bank), AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER as a Lender and as administrative agent for the Lenders hereunder (IN SUCH CAPACITYin such capacity, THE the "ADMINISTRATIVE AGENTAdministrative Agent");" SECTION 1.1 (c) Section 1 (Defined Terms) of the Original Credit Agreement is hereby modified in the New Credit Agreement so that the following definitions shall be amended or added as follows: (i) The definition of "Aggregate Commitment shall be amended and restated to read in their its entirety as stated below: "CLOSING DATE" DECEMBER 14, 2005.follows:

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in SECTION 4 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in form and substance to the Original Credit Agreement, including all schedules and exhibits thereto, except as expressly set forth below. All References in the Original Credit Agreement to "this Credit Agreement", "this Agreement", or "the Credit Agreement" shall be deemed to mean the New Credit Agreement. (b) The heading of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 1413, 2005 2006 (THIS "AGREEMENT") AMONG (I) EACH FUND SIGNATORY HERETO (EACH A "FUND" AND COLLECTIVELY, THE "FUNDS") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND, COLLECTIVELY, THE "BORROWERS"), (II) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II (THE "BANKS"), AND (III) JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS JPMORGAN CHASE BANK), AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER (IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT");" SECTION 1.1 of the Original Credit Agreement is hereby modified in the New Credit Agreement so that the following definitions read in their entirety as stated below: "CLOSING DATE" DECEMBER 14, 2005.:

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in SECTION 4 3 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in form and substance to the Original Credit Agreement, including all schedules and exhibits thereto, except as expressly set forth below. All References in the Original Credit Agreement to "this Credit Agreement", "this Agreement", or "the Credit Agreement" shall be deemed to mean the New Credit Agreement. (b) The heading of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 1415, 2005 2004 (THIS "AGREEMENT") AMONG (I) EACH FUND SIGNATORY HERETO (EACH A "FUND" AND COLLECTIVELY, THE "FUNDS") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND, COLLECTIVELY, THE "BORROWERS"), (II) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II (THE "BANKS"), AND (III) JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS JPMORGAN CHASE BANK), AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER (IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT");" SECTION 1.1 of the Original Credit Agreement is hereby modified in the New Credit Agreement so that the following definitions read in their entirety as stated below: "CLOSING DATE" DECEMBER 15, 2004. "COMMITMENT TERMINATION DATE" SHALL MEAN DECEMBER 14, 2005, OR SUCH EARLIER DATE ON WHICH THE COMMITMENTS SHALL TERMINATE AS PROVIDED HEREIN, SUBJECT TO EXTENSION AS PROVIDED IN SECTION 2.10 HEREOF.

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in SECTION 4 Section 3 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in form and substance to the Original Credit Agreement, including all schedules and exhibits thereto, Agreement except as expressly set forth below. All References in the (The terms of such Original Credit Agreement to "this Credit Agreement", "this Agreement", or "the Credit Agreement" shall be deemed to mean be incorporated by reference herein, but modified as expressly set forth below.) Capitalized terms used but not defined herein shall have the meanings given them in the New Credit Agreement. (b) The heading preamble of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 14dated as of April 10, 2005 2003 (THIS as amended, restated, supplemented or otherwise modified from time to time, this "AGREEMENTAgreement") AMONG among (Ii) EACH FUND SIGNATORY HERETO the registered investment companies listed on Schedule I hereto (EACH A each, a "FUNDFund", and collectively, the "Funds"), each of which is executing this Agreement on behalf of itself, or, if applicable, certain of its respective investment portfolios set forth beneath such Fund's name on Schedule I hereto (each of which Funds or investment portfolios, as the case may be, is, individually, a "Borrower" AND COLLECTIVELYand, THE collectively, the "FUNDS") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND, COLLECTIVELY, THE "BORROWERSBorrowers"), (IIii) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II the several banks and other financial institutions from time to time parties to this Agreement (THE the "BANKSLenders"), AND ) and (IIIiii) JPMORGAN CHASE BANK, N.A. a New York banking corporation, as a Lender and as administrative agent for the Lenders hereunder (FORMERLY KNOWN AS JPMORGAN CHASE BANK)in such capacity, AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER (IN SUCH CAPACITY, THE the "ADMINISTRATIVE AGENTAdministrative Agent");" SECTION 1.1 (c) Section 1 (Defined Terms) of the Original Credit Agreement is hereby modified in the New Credit Agreement so that shall be amended as follows: (i) the following definitions read in their entirety as stated below: definition of "CLOSING DATEAggregate Commitment" DECEMBER 14, 2005shall be amended by replacing "$1,300,000,000" with "$1,250,000,000".

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set ---------------------------------------- forth in SECTION 4 Section 3 hereof: (a) The Original the Existing Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein Section 13.07 thereof as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENTNew Credit Agreement") identical in form and substance to the Original Existing Credit Agreement, including all schedules and exhibits thereto, Agreement except as expressly set forth modified below. All References in the Original Credit Agreement to "this Credit Agreement", "this Agreement", or "the Credit Agreement" shall be deemed to mean the New Credit Agreement. (b) The heading preamble of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER dated as of May 14, 2005 1996, among FIRST DEPOSIT NATIONAL BANK, a national banking association incorporated, organized and existing under the laws of the United States of America (THIS "AGREEMENTFDNB"), PROVIDIAN NATIONAL BANK, a national banking association incorporated, organized and existing under the laws of the United States of America ("PNB"), PROVIDIAN CREDIT CORPORATION, a corporation organized and existing under the laws of the State of Delaware ("PCC"), and PROVIDIAN CREDIT SERVICES, INC., a corporation organized and existing under the laws of the State of Utah ("PCSI"; together with FDNB, PNB and PCC, the "Borrowers"); PROVIDIAN BANCORP, INC., a corporation organized and existing under the laws of the State of Delaware (the "Guarantor"; together with the Borrowers, the "Obligors"); the banks and financial institutions listed on the signature pages to the TRR Agreement (as defined herein) AMONG as Continuing Lenders and Additional Lenders (each as defined in the TRR Agreement) or which, pursuant to Section 2.12, 2.13 or 13.06(b) hereof, shall become a "Lender" hereunder (individually, a "Lender" and, collectively, the "Lenders"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association, as administrative agent for the Lenders (in such capacity, together with any successor appointed pursuant to Section 12.08, the "Agent"). (c) The New Credit Agreement shall not contain (i) the recitals set forth in the Existing Credit Agreement or (ii) Paragraphs (I) EACH FUND SIGNATORY HERETO (EACH A "FUND" AND COLLECTIVELY, THE "FUNDS") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND, COLLECTIVELY, THE "BORROWERS"), (II) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II (THE "BANKS"), AND or (III) JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS JPMORGAN CHASE BANK), AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER (IN SUCH CAPACITY, THE set forth under the heading "ADMINISTRATIVE AGENTAgreement" and the first sentence under the heading ");" SECTION 1.1 of the Original Credit Agreement is hereby modified in the New Credit Agreement so that the following definitions Agreement" shall read in their entirety as stated belowfollows: "CLOSING DATE" DECEMBER 14, 2005The parties hereto agree as follows:".

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in SECTION 4 Section 3 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENTNew Credit Agreement") identical in form and substance to the Original Credit Agreement, including all schedules and exhibits thereto, except as expressly set forth below. All References in the Original Credit Agreement to "this Credit Agreement", "this Agreement", or "the Credit Agreement" shall be deemed to mean the New Credit Agreement. (b) The heading of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 14dated as of December 18, 2005 2001 (THIS this "AGREEMENTAgreement") AMONG among (Ii) EACH FUND SIGNATORY HERETO each fund signatory hereto (EACH A each a "FUNDFund" AND COLLECTIVELYand collectively, THE the "FUNDSFunds") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE on behalf of itself or on behalf of each entity listed on Schedule I BENEATH SUCH FUND'S NAMEunder the heading "Borrower", WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND which entity is a series or portfolio of such Fund (EACH SUCH SERIES OR PORTFOLIOeach such series or portfolio, A a "BORROWERBorrower" ANDand, COLLECTIVELYcollectively, THE the "BORROWERSBorrowers"), (IIii) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENTthe several banks from time to time parties to this Agreement, WHICH BANKS ARE LISTED ON SCHEDULE which banks are listed on Schedule II (THE the "BANKSBanks"), AND and (IIIiii) JPMORGAN CHASE BANK, N.A. a New York banking corporation, as administrative agent for the Banks hereunder (FORMERLY KNOWN AS JPMORGAN CHASE BANK)in such capacity, AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER (IN SUCH CAPACITY, THE the "ADMINISTRATIVE AGENTAdministrative Agent");" SECTION Section 1.1 of the Original Credit Agreement is hereby modified in the New Credit Agreement so that the following definitions read in their entirety as stated below: "CLOSING DATE" DECEMBER 14'Closing Date' December 18, 20052001." (d) Section 2.3(d) of the Original Credit Agreement is hereby modified in the New Credit Agreement by deleting such provision in its entirety. (e) Section 7.16 of the Original Credit Agreement is hereby modified in the New Credit Agreement to read in its entirety as stated below:

TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in SECTION 4 Section 3 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT"“New Credit Agreement”) identical in form and substance to the Original Credit Agreement, including all schedules and exhibits thereto, Agreement except as expressly set forth below. All References in the The terms of such Original Credit Agreement to "this Credit Agreement", "this Agreement", or "the Credit Agreement" shall be deemed to mean be incorporated by reference herein, but modified as expressly set forth below. Capitalized terms used but not defined herein shall have the meanings given them in the New Credit Agreement. For the avoidance of doubt, this TRR Agreement shall be a Loan Document, as defined in the New Credit Agreement, and (unless otherwise expressly indicated therein) shall be construed, administered and applied in accordance with all of the terms and provisions of the New Credit Agreement, as amended hereby. (b) The heading preamble of the New Credit Agreement shall read as follows: "“AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 14dated as of June 11, 2005 2010 (THIS "AGREEMENT"as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) AMONG among(i) XXXXX XXXXXXXX MLP INVESTMENT COMPANY, a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (Ithe “Borrower”); (ii) EACH FUND SIGNATORY HERETO the several banks and other financial institutions from time to time parties to this Agreement (EACH A "FUND" AND COLLECTIVELY, THE "FUNDS"the “Lenders”) ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR PORTFOLIO OF SUCH FUND and (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND, COLLECTIVELY, THE "BORROWERS"), (II) THE SEVERAL BANKS FROM TIME TO TIME PARTIES TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II (THE "BANKS"), AND (IIIiii) JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS JPMORGAN CHASE BANK“JPMorgan”), AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER as administrative agent for the Lenders hereunder (IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT"the “Administrative Agent”);"” SECTION 1.1 (c) Section 1 (Defined Terms) of the Original New Credit Agreement is hereby modified in the New Credit Agreement amended so that the following definitions are either added in alphabetical order or, as applicable, amended and restated to read in their entirety as stated below: "CLOSING DATE" DECEMBER 14, 2005.: