Common use of The Agent and the Lenders Clause in Contracts

The Agent and the Lenders. 10.1 Authorization of Agent 55 10.2 Administration of the Credits 55 10.3 Acknowledgements, Representations and Covenants of Lenders 58 10.4 Provisions Operative Between Lenders and Agent Only 58 ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Accounting Terms 58 11.2 Defined Terms 59 11.3 Severability 59 11.4 Amendment, Supplement or Waiver 59 11.5 Governing Law 59 11.6 This Agreement to Govern 59 11.7 Permitted Encumbrances 59 11.8 Currency 60 11.9 Liability of Lenders 60 11.10 Interest on Miscellaneous Amounts 60 11.11 Judgment Currency 60 11.12 Address for Notice 61 11.13 Time of the Essence 61 11.14 Further Assurances 61 AMENDED AND RESTATED CREDIT AGREEMENT 11.15 Term of Agreement 61 11.16 Payments on Business Day 61 11.17 Whole Agreement 61 11.18 English Language 62 11.19 Senior Indebtedness 62 11.20 Date of Agreement 62 11.21 Parties to this Agreement 62 SCHEDULE A – FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE SCHEDULE D – MODEL CREDIT AGREEMENT PROVISIONS SCHEDULE E – APPLICABLE PERCENTAGES OF LENDERS SCHEDULE F – DETAILS OF CAPITAL STOCK, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS SCHEDULE H – REORGANIZATION AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of 31 March 2006. BETWEEN: CCM LIMITED PARTNER INC., a corporation continued under the laws of the Province of Nova Scotia CONVERGYS CMG CANADA LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Manitoba as Borrowers CONVERGYS CORPORATION CONVERGYS CUSTOMER MANAGEMENT GROUP INC. CONVERGYS INFORMATION MANAGEMENT GROUP INC. as Guarantors - and - THE LENDERS LISTED ON SCHEDULE E TO THIS AGREEMENT FROM TIME TO TIME as Lenders - and - THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent RECITALS:

The Agent and the Lenders. 10.1 9.1 Authorization of Agent 55 10.2 44 9.2 Disclaimer of Agent 44 9.3 Failure of Lender to Fund 45 9.4 Payments by the Borrower 46 9.5 Payments by Agent 46 9.6 Direct Payments 47 9.7 Administration of the Credits 55 10.3 Credit 48 9.8 Rights of Agent 51 9.9 Acknowledgements, Representations and Covenants of Lenders 58 10.4 51 9.10 Collective Action of the Lenders 52 9.11 Successor Agent 53 9.12 Provisions Operative Between Lenders and Agent Only 58 53 (iii) Section Description Page ARTICLE 10 ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS 10.1 Successors and Assigns 54 10.2 Assignments 55 10.3 Participations 56 ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Accounting Terms 58 11.2 Defined Terms 59 56 11.2 Severability 56 11.3 Severability 59 11.4 Amendment, Supplement or Waiver 59 11.5 57 11.4 Governing Law 59 11.6 57 11.5 This Agreement to Govern 59 57 11.6 Currency 57 11.7 Permitted Encumbrances 59 11.8 Currency 60 11.9 Liability of Lenders 60 58 11.8 Expenses and Indemnity 58 11.9 Manner of Payment and Taxes 58 11.10 Change in Law 59 11.11 Illegality 61 11.12 Interest on Miscellaneous Amounts 60 11.11 Judgment Currency 60 11.12 61 11.13 Address for Notice 61 11.13 62 11.14 Time of the Essence 61 11.14 62 11.15 Further Assurances 61 AMENDED AND RESTATED CREDIT AGREEMENT 11.15 62 11.16 Term of Agreement 61 11.16 62 11.17 Payments on Business Day 61 11.17 62 11.18 Counterparts and Facsimile 62 11.19 Waiver of Jury Trial and Consequential Damages 63 11.20 Whole Agreement 61 11.18 63 11.21 English Language 62 11.19 Senior Indebtedness 62 11.20 63 11.22 Date of Agreement 62 11.21 Parties to this Agreement 62 64 SCHEDULE A – - FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – - FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – - FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE ASSIGNMENT AGREEMENT SCHEDULE D – MODEL CREDIT AGREEMENT PROVISIONS - FORM OF GUARANTEE SCHEDULE E – - APPLICABLE PERCENTAGES OF LENDERS SCHEDULE F – DETAILS OF CAPITAL STOCK, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS SCHEDULE H – REORGANIZATION AMENDED AND RESTATED CREDIT AGREEMENT (iv) THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of 31 March 2006. BETWEEN30 November 0000 X X X X X X X: CCM LIMITED PARTNER INC., WASTE MANAGEMENT OF CANADA CORPORATION a corporation continued under the laws of the Province of Nova Scotia CONVERGYS CMG CANADA LIMITED PARTNERSHIPunlimited liability company as Borrower - and - WASTE MANAGEMENT, a limited partnership formed under the laws of the Province of Manitoba as Borrowers CONVERGYS CORPORATION CONVERGYS CUSTOMER MANAGEMENT GROUP INC. CONVERGYS INFORMATION WASTE MANAGEMENT GROUP HOLDINGS, INC. as Guarantors - and - THE LENDERS LISTED ON SCHEDULE E TO THIS AGREEMENT FROM TIME TO TIME as Lenders - and - THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent RECITALS:

The Agent and the Lenders. 10.1 Authorization 73 11.1 Payments by the Borrower, Trust, Adminco and Material Subsidiaries 73 11.2 Payments by Agent 74 11.3 Adjustments to Outstanding Advances 75 11.4 Decision-Making 75 11.5 Protection of Agent 55 10.2 Administration 76 11.6 Duties of the Credits 55 10.3 Acknowledgements, Representations and Covenants Agent 78 11.7 Lenders' Obligations Several; No Partnership 78 11.8 Sharing of Lenders 58 10.4 Information 79 11.9 Acknowledgement by Borrower 79 11.10 Amendments to Article 11 79 11.11 Deliveries 79 11.12 Agency Fee 79 ARTICLE 12 CBA MODEL PROVISIONS 80 12.1 CBA Model Provisions Operative Between Lenders and Agent Only 58 Incorporated by Reference 80 ARTICLE 11 13 MISCELLANEOUS PROVISIONS 11.1 82 13.1 Headings and Table of Contents 82 13.2 Accounting Terms 58 11.2 Defined 83 13.3 Capitalized Terms 59 11.3 83 13.4 Severability 59 11.4 83 13.5 Number and Gender 83 13.6 Amendment, Supplement or Waiver 59 11.5 83 13.7 Governing Law 59 11.6 83 13.8 This Agreement to Govern 59 11.7 84 13.9 Permitted Encumbrances 59 11.8 84 13.10 Currency 60 11.9 84 13.11 Liability of Lenders 60 11.10 84 13.12 Expenses and LIBOR Indemnity 84 13.13 Manner of Payment and Taxes 84 13.14 Interest on Miscellaneous Amounts 60 11.11 Judgment 85 13.15 Currency 60 11.12 Indemnity 85 13.16 Environmental Indemnity 85 13.17 Address for Notice 61 11.13 86 13.18 Time of the Essence 61 11.14 86 13.19 Further Assurances 61 AMENDED AND RESTATED CREDIT AGREEMENT 11.15 86 13.20 Term of Agreement 61 11.16 86 13.21 Payments on Business Day 61 11.17 Whole 87 13.22 Counterparts and Facsimile 87 13.23 Statute References 87 13.24 Non-Merger 87 13.25 Entire Agreement 61 11.18 English Language 62 11.19 Senior Indebtedness 62 11.20 Date 87 13.26 Replacement 87 13.27 References to Acts Performed by the Trust 88 13.28 References to Acts Performed by the Borrower 88 13.29 Maximum Rate Permitted by Law 88 13.30 Trust Liability 88 13.31 POT Liability 88 Schedules: Schedule A - CBA Model Provisions Schedule B - Assignment and Assumption Agreement Schedule C - Commitments of Agreement 62 11.21 Parties to this Agreement 62 SCHEDULE A – FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE SCHEDULE Lenders Schedule D – MODEL CREDIT AGREEMENT PROVISIONS SCHEDULE - Compliance Certificate Schedule E – APPLICABLE PERCENTAGES OF LENDERS SCHEDULE - Conversion Notice Schedule F – DETAILS OF CAPITAL STOCK- Drawdown Notice Schedule G - Repayment Notice Schedule H - Rollover Notice Schedule I Disclosure Information Schedule J - Request for Offer of Extension Schedule K - Existing BAs, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS SCHEDULE H – REORGANIZATION AMENDED AND RESTATED CREDIT AGREEMENT Existing LCs and Existing Hedge Agreements THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated made as of 31 March 2006. BETWEENthe 1st day of January, 2008 AMONG: CCM PEYTO ENERGY LIMITED PARTNER INC., a corporation continued under PARTNERSHIP (the laws of the Province of Nova Scotia CONVERGYS CMG CANADA LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Manitoba as Borrowers CONVERGYS CORPORATION CONVERGYS CUSTOMER MANAGEMENT GROUP INC. CONVERGYS INFORMATION MANAGEMENT GROUP INC. as Guarantors "Borrower") - and - THE LENDERS LISTED ON SCHEDULE E TO THIS AGREEMENT FROM TIME TO TIME PEYTO ENERGY TRUST, (as Lenders - Guarantor and - THE Covenantor) (the "Trust") BANK OF NOVA SCOTIAMONTREAL, in its capacity UNION BANK OF CALIFORNIA, CANADA BRANCH, BNP PARIBAS (CANADA), ROYAL BANK OF CANADA, ALBERTA TREASURY BRANCHES, SOCIÉTÉ GÉNÉRALE (CANADA BRANCH), FORTIS CAPITAL (CANADA) LTD. and the banks, financial institutions and others from time to time parties hereto as Administrative Agent RECITALS:lenders (collectively the "Lenders") BANK OF MONTREAL, as administrative agent for and on behalf of itself and the other Lenders (the "Agent")

The Agent and the Lenders. 10.1 9.1 Authorization of Agent 55 10.2 51 9.2 Administration of the Credits 55 10.3 Credit 52 9.3 Acknowledgements, Representations and Covenants of Lenders 58 10.4 54 9.4 Provisions Operative Between Lenders and Agent Only 58 55 ARTICLE 11 10 MISCELLANEOUS PROVISIONS 11.1 10.1 Accounting Terms 58 11.2 55 10.2 Defined Terms 59 11.3 55 10.3 Severability 59 11.4 55 10.4 Amendment, Supplement or Waiver 59 11.5 56 10.5 Governing Law 59 11.6 56 10.6 This Agreement to Govern 59 11.7 56 10.7 Permitted Encumbrances 59 11.8 56 10.8 Currency 60 11.9 56 10.9 Liability of Lenders 60 11.10 56 10.10 Interest on Miscellaneous Amounts 60 11.11 57 10.11 Judgment Currency 60 11.12 57 10.12 Address for Notice 61 11.13 57 10.13 Time of the Essence 61 11.14 58 10.14 Further Assurances 61 AMENDED AND RESTATED CREDIT AGREEMENT 11.15 58 10.15 Term of Agreement 61 11.16 58 10.16 Payments on Business Day 61 11.17 58 10.17 Whole Agreement 61 11.18 58 10.18 English Language 62 11.19 58 10.19 Senior Indebtedness 62 11.20 59 10.20 Date of Agreement 62 11.21 Parties to this Agreement 62 59 (iii) SCHEDULE A – FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE SCHEDULE D – MODEL CREDIT AGREEMENT PROVISIONS SCHEDULE E – APPLICABLE PERCENTAGES OF LENDERS SCHEDULE F – DETAILS OF CAPITAL STOCK, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS SCHEDULE H – REORGANIZATION AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of 31 March 2006. 18 November 2005 BETWEEN: CCM LIMITED PARTNER CONVERGYS CUSTOMER MANAGEMENT CANADA INC., . a corporation continued incorporated under the laws of the Province of Nova Scotia CONVERGYS CMG CANADA LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Manitoba New Brunswick as Borrowers Borrower CONVERGYS CORPORATION CONVERGYS CUSTOMER MANAGEMENT GROUP INC. CONVERGYS INFORMATION MANAGEMENT GROUP INC. as Guarantors - and - THE LENDERS LISTED ON SCHEDULE E TO THIS AGREEMENT FROM TIME TO TIME as Lenders - and - THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent RECITALS:Agent

The Agent and the Lenders. 10.1 9.1 Authorization of Agent 55 10.2 44 9.2 Disclaimer of Agent 44 9.3 Failure of Lender to Fund 45 9.4 Payments by the Borrower 46 9.5 Payments by Agent 46 9.6 Direct Payments 47 9.7 Administration of the Credits 55 10.3 Credit 48 9.8 Rights of Agent 51 9.9 Acknowledgements, Representations and Covenants of Lenders 58 10.4 51 9.10 Collective Action of the Lenders 52 9.11 Successor Agent 53 9.12 Provisions Operative Between Lenders and Agent Only 58 53 (iii) ARTICLE 10 ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS 10.1 Successors and Assigns 54 10.2 Assignments 55 10.3 Participations 56 ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Accounting Terms 58 11.2 Defined Terms 59 56 11.2 Severability 56 11.3 Severability 59 11.4 Amendment, Supplement or Waiver 59 11.5 57 11.4 Governing Law 59 11.6 57 11.5 This Agreement to Govern 59 57 11.6 Currency 57 11.7 Permitted Encumbrances 59 11.8 Currency 60 11.9 Liability of Lenders 60 58 11.8 Expenses and Indemnity 58 11.9 Manner of Payment and Taxes 58 11.10 Change in Law 59 11.11 Illegality 61 11.12 Interest on Miscellaneous Amounts 60 11.11 Judgment Currency 60 11.12 61 11.13 Address for Notice 61 11.13 62 11.14 Time of the Essence 61 11.14 62 11.15 Further Assurances 61 AMENDED AND RESTATED CREDIT AGREEMENT 11.15 62 11.16 Term of Agreement 61 11.16 62 11.17 Payments on Business Day 61 11.17 62 11.18 Counterparts and Facsimile 62 11.19 Waiver of Jury Trial and Consequential Damages 63 11.20 Whole Agreement 61 11.18 63 11.21 English Language 62 11.19 Senior Indebtedness 62 11.20 63 11.22 Date of Agreement 62 11.21 Parties to this Agreement 62 64 SCHEDULE A – - FORM OF NOTICE OF ADVANCE OR PAYMENT SCHEDULE B – - FORM OF BORROWER COMPLIANCE CERTIFICATE SCHEDULE C – - FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE ASSIGNMENT AGREEMENT SCHEDULE D – MODEL CREDIT AGREEMENT PROVISIONS - FORM OF GUARANTEE SCHEDULE E – - APPLICABLE PERCENTAGES OF LENDERS SCHEDULE F – DETAILS OF CAPITAL STOCK, PROPERTY, ETC. SCHEDULE G – OTHER SECURED OBLIGATIONS SCHEDULE H – REORGANIZATION AMENDED AND RESTATED CREDIT AGREEMENT (iv) THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of 31 March 2006. BETWEEN30 November 0000 X X X X X X X: CCM LIMITED PARTNER INC., WASTE MANAGEMENT OF CANADA CORPORATION a corporation continued under the laws of the Province of Nova Scotia CONVERGYS CMG CANADA LIMITED PARTNERSHIPunlimited liability company as Borrower - and - WASTE MANAGEMENT, a limited partnership formed under the laws of the Province of Manitoba as Borrowers CONVERGYS CORPORATION CONVERGYS CUSTOMER MANAGEMENT GROUP INC. CONVERGYS INFORMATION WASTE MANAGEMENT GROUP HOLDINGS, INC. as Guarantors - and - THE LENDERS LISTED ON SCHEDULE E TO THIS AGREEMENT FROM TIME TO TIME as Lenders - and - THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent RECITALS: