Common use of Other Interpretive Matters Clause in Contracts

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "including" means "including without limitation"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "from" means "from and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule Schedule, or Exhibit are references to Sections, Schedules Schedules, and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause clause, or other subdivision within any Section or definition refer to such paragraph, subsection, clause clause, or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended, or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including"”, and the terms "“to" ” and "“until" ” each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.means

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law Applicable Law refer to that law Applicable Law as amended from time to time and include any successor lawApplicable Law; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including", ,” and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. term “or” is not Exhibit A- 8 734109631 19632855 Exhibit B 736993534 19632855 EXHIBIT A PURCHASE REPORT of [Insert Seller Name]B DEBTOR SECURED PARTY FILING OFFICE FILE NUMBER FILING DATE Hanesbrands Inc. JPMorgan Chase Bank, N.A, as Seller For the CALCULATION period beginning [date] Collateral Agent Maryland Department of Assets and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVEDTaxation 0000000181479184 08/06/2013 Hanesbrands Inc. JPMorgan Chase Bank, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale AgreementN.A., as such unpaid Purchase Price is shown in the records Collateral Agent Maryland Department of the SellerAssets and Taxation 171215-1629002 12/15/2017 Knights Apparel LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2015 1532893 04/09/2015 Knights Apparel LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2016 0443034 01/22/2016 Knights Apparel LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2017 8319370 12/15/2017 GFSI LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2010 3819301 11/01/2010 GFSI LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2013 3075430 08/06/2013 GFSI LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2014 3489671 08/29/2014 GFSI LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2016 2820130 05/11/2016 GFSI LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2017 8316681 12/15/2017 CC Products LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2014 3489572 08/29/2014 CC Products LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2016 2821039 05/11/2016 CC Products LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2017 8316335 12/15/2017 CC Products LLC JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2010 3819186 11/01/2010 Alternative Apparel, Inc. JPMorgan Chase Bank, N.A., as Collateral Agent Secretary of State of Delaware 2017 8315675 12/15/2017 Hanesbrands Inc. -Assignor/SP- HBI Receivables LLC -SP/Assignee PNC Bank, National Association., as Agent Maryland Department of Assessments and Taxation 000000181326115 11/27/2007

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreementthis Agreement, and accounting terms partly defined in such agreement this Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) references to any month, quarter or year refer to a calendar month, quarter or year; (c) terms defined in Article 9 of the UCC and not otherwise defined in such agreement this Agreement are used as defined in such that Article; (cd) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (de) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement this Agreement (or such certificate or document); (ef) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement this Agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (fg) the term "including" means "including without limitation"; (gh) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor lawlaw or regulation; (hi) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and (ij) references to any Person include that Person's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "from" means "from and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law Applicable Law refer to that law Applicable Law as amended from time to time and include any successor lawApplicable Law; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including", ,” and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreementterm “or” is not exclusive. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.Exhibit A-11 750740423 19632855

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this the Purchase and Sale Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of the Purchase and Sale Agreement (including in this Agreement, the other Transaction Documents Annex A) and all such related certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreementAgreement, and accounting terms partly defined in such agreement Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with the Seller fiscal calendar; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement Agreement are used as defined in such that Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement Agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "including" means "including without limitation"; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor lawlaw or regulation; (h) references to any agreement refer to that agreement as from time to time amended amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's successors and assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date . Annex A to a later specified date, the term "from" means "from 11 Loan Purchase and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.TABLE OF CONTENTS

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlesprinciples consistently applied; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including"”, and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, such reference shall be deemed to be a reference to the applicable calendar month; (m) for the purposes of calculating the Required Reserves (or any component thereof) or the calculation of the Default Ratio, Delinquency Ratio or Dilution Ratio, when a component of any such calculation is determined by reference to the first Settlement Period, such first Settlement Period for such purposes shall be deemed to refer to the first full calendar month after the Closing Date; (n) terms in one gender include the parallel terms in the neuter and opposite gender; and (mo) the preamble term “or” is not exclusive. To: The Parties Listed on Schedule A Re: Funding Notice This notice is delivered pursuant to Sections 1.1 and recitals shall constitute 1.2 of the Purchase Agreement dated as of February 21, 2012 (the “Agreement”), among Mylan Pharmaceuticals Inc., a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name]West Virginia corporation (“MPI”), individually and as initial Servicer, Mylan Securitization LLC, as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold seller ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"“Seller”), promises to pay to _______________Market Street Funding, a _____________ LLC (the "Seller"“Market Street”), to as a conduit purchaser, Working Capital Management Co, LP (“WCMC”), as a conduit purchaser, Victory Receivables Corporation (“Victory”), as a conduit purchaser and the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased other conduit purchasers from time to time by the Buyer from the Seller pursuant to such Sale Agreementparty hereto (each individually, a “Conduit Purchaser” and collectively with Market Street, WCMC and Victory, “Conduit Purchasers”), PNC Bank, National Association (“PNC”), as such unpaid Purchase Price is shown in a committed purchaser, Mizuho Corporate Bank, Ltd (“Mizuho”), as a committed purchaser, SunTrust Bank (“SunTrust”), as a committed purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMUNY”), as a committed purchaser and the records other committed purchasers from time to time party hereto (each individually, a “Committed Purchaser” and collectively with PNC, SunTrust, Mizuho and BTMUNY, “Committed Purchasers” and collectively with the Conduit Purchasers, “Purchasers”), PNC, as a purchaser agent, Mizuho, as a purchaser agent, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., (“STRH”), as a purchaser agent, BTMUNY, as a purchaser agent and the other purchaser agents from time to time party hereto (each individually, a “Purchaser Agent” and collectively with PNC, STRH, Mizuho and BTMUNY, “Purchaser Agents”), BTMUNY, as agent on behalf of the SellerSecured Parties (“Agent”), the several financial institutions identified on the signature pages hereto as “LOC Issuers” for their respective applicable LOC Groups, and each of the other members of each Group party hereto. Capitalized terms defined in, or by reference in, the Agreement are used herein with the same meanings.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including"”, and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of OF [Insert Seller NameINSERT SELLER NAME], as Seller For the AS SELLER FOR THE CALCULATION period beginning PERIOD BEGINNING [dateDATE] and ending AND ENDING [dateDATE] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.-------

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (cb) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (dc) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (ed) references to any Annex, Section, Schedule or Exhibit are references to Annexes, Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (fe) the term "“including" ” means "“including without limitation"”; (gf) references to any law Applicable Law refer to that law Applicable Law as amended from time to time and include any successor lawApplicable Law; (hg) references to any agreement refer to that agreement as from time to time amended amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (ih) references to any Person include that Person's ’s permitted successors and assigns; (ji) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (kj) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including"”, and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (lk) terms in one gender include the parallel terms in the neuter and opposite gender; (l) the term “or” is not exclusive; and (m) the preamble and recitals unless otherwise provided, all references to specific times shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect be references to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified time in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVEDNew York City, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the SellerNew York.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "including" means "including without limitation"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "from" means "from and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of OF [Insert Seller NameINSERT SELLER NAME], as Seller For the AS SELLER FOR THE CALCULATION period beginning PERIOD BEGINNING [dateDATE] and ending AND ENDING [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.DATE]

Other Interpretive Matters. (a) All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definitionterm “including” means “including without limitation”; (f) the term "including" means "including without limitation"; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (hg) references to any agreement refer to that agreement as from time to time amended amended, restated, extended, or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (ih) references to any Person include that Person's ’s permitted successors and assigns; (ji) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (kj) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including"”, and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (lk) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute if any calculation to be made hereunder refers to a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Settlement Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________or any portion thereof) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), that would have occurred prior to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to belowClosing Date, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.reference shall be A-39 SK 28677 0004 8494650 v1217

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlesprinciples consistently applied; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including"”, and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, such reference shall be deemed to be a reference to the applicable calendar month; (m) for the purposes of calculating the Required Reserves (or any component thereof) or the calculation of the Default Ratio, Delinquency Ratio or Dilution Ratio, when a component of any such calculation is determined by reference to the first Settlement Period, such first Settlement Period for such purposes shall be deemed to refer to the first full calendar month after the Closing Date; (n) terms in one gender include the parallel terms in the neuter and opposite gender; and (mo) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were term “or” is not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Sellerexclusive.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including"”, and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; (m) “during the continuance of an Amortization Event” means that an Amortization Event has occurred and has not been waived and (mn) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of Second Amended and Restated Credit and Security Agreement [Insert Seller Borrower’s Name]] BORROWING REQUEST W▇▇▇▇ Fargo Bank, National Association, as Seller For the CALCULATION period beginning [date] and ending [date] TOCo-Agent 1▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 1100 Atlanta, GA 30328 Attention: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the periodM▇▇▇▇▇▇ ▇▇▇▇▇▇ Email: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when soldm▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Facsimile: ($____________▇▇▇) (E) ------------------------------------------- --------------- --------------- ---- Equals▇▇▇-▇▇▇▇ SMBC Nikko Securities America, Inc., as Co-Agent 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied ByStructured Finance Group Email: One minus the Discount Factor then in effectA▇▇▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Facsimile: ($____________▇▇▇) (H) ------------------------------------------- --------------- --------------- ---- Equals▇▇▇-▇▇▇▇ Sumitomo Mitsui Banking Corporation, as Lender 2▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied ByK▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Phone: One minus the Discount Factor then in effect2▇▇-▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Facsimile: ($____________▇▇▇) ▇▇▇-▇▇▇▇ Ladies and Gentlemen: Reference is made to the Second Amended and Restated Credit and Security Agreement dated as of February 7, 2017 (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect as amended, supplemented or otherwise modified from time to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVEDtime, the undersigned“Credit Agreement”) among Boston Scientific Funding LLC, a Delaware limited liability company (the “Borrower”), Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to belowas initial Servicer, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased Lenders and Co-Agents party thereto from time to time by the Buyer from the Seller pursuant to such Sale Agreementand W▇▇▇▇ Fargo Bank, National Association, as such unpaid Purchase Price is shown Administrative Agent. Capitalized terms defined in the records of Credit Agreement are used herein with the Sellersame meanings.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "including" means "including without limitation"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "from" means "from and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; (m) "during the continuance of an Amortization Event" means that an Amortization Event has occurred and has not been waived and (mn) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of II FORM OF BORROWING REQUEST [Insert Seller Name], as Seller BORROWER'S NAME] BORROWING REQUEST For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables Borrowing on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ Wachovia Bank, National Association, as Blue Ridge Agent 191 Peachtree Street, N.E., GA-31261 Atlanta, Georgia 30303 Attention: Elizabeth R. Wagner, Fax No. (40▇) ▇▇▇-▇▇▇▇ and ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇-▇itsubishi ▇▇▇., ▇▇▇ ▇▇▇▇ Branch, as Victory Agent ------------------------------------------------------ New York, NY Attention: , Fax No. (212) ----------------- ------------------------------ Ladies and Gentlemen: Reference is made to the Credit and Security Agreement dated as of August 16, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding Corporation, a Delaware corporation (the "SellerBorrower"), to the extent Boston Scientific Corporation, a Delaware corporation as initial Servicer, Blue Ridge Asset Funding Corporation, Victory Receivables Corporation, various Liquidity Banks, The Bank of the Buyer's Available Funds Tokyo-Mitsubishi Ltd., New York Branch, as a Co-Agent, and on the Wachovia Bank, National Association, as a Co-Agent and Administrative Agent. Capitalized terms and subject to the limitations and conditions set forth herein and defined in the Sale Credit Agreement referred to below, are used herein with the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Sellersame meanings.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "“hereof," "” “herein" ” and "“hereunder" ” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "“including" ” means "“including without limitation"”; (g) references to any law Applicable Law refer to that law Applicable Law as amended from time to time and include any successor lawApplicable Law; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's ’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "“from" ” means "“from and including", ,” and the terms "“to" ” and "“until" ” each means "“to but excluding"”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of [Insert Seller Name], as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were term “or” is not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Sellerexclusive.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "including" means "including without limitation"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "from" means "from and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; (m) "during the continuance of an Amortization Event" means that an Amortization Event has occurred and has not been waived and (mn) the preamble and recitals shall constitute a part of this Agreement. EXHIBIT A PURCHASE REPORT of II FORM OF BORROWING REQUEST [Insert Seller Borrower's Name], as Seller ] BORROWING REQUEST For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $Borrowing on _____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance Royal Bank of all Receivables sold during such period which were not Eligible Receivables on the date when sold Canada, as Old Line Agent 2751 Centerville Road, Suite 212 Wilmington, DE 19808 Attention: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇. ("Ineligible Receivables"): ($▇▇▇) ▇▇▇-▇▇▇▇ The Bank ▇▇ ▇▇▇▇▇-▇itsubishi ▇▇▇, ▇▇▇., ▇▇▇ York Branch, as Victory Agent ____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $_______________________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the periodNew York, NY Attention: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a Fax No. (212)_____________________ [SPECIFY Co-Agent] Ladies and Gentlemen: Reference is made to the Amended and Restated Credit and Security Agreement dated as of November 7, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding LLC, a Delaware limited liability company (the "SellerBorrower"), to the extent Boston Scientific Corporation, a Delaware corporation as initial Servicer, Old Line Funding, LLC, Victory Receivables Corporation, various Liquidity Banks, The Bank of the Buyer's Available Funds Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Co-Agent, and on the Royal Bank of Canada, as a Co-Agent and Administrative Agent. Capitalized terms and subject to the limitations and conditions set forth herein and defined in the Sale Credit Agreement referred to below, are used herein with the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Sellersame meanings.