U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.2

EXECUTION COPY

U.S. $50,000,000

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

by and among

*****,
as the Originator

*****,
as the Servicer

*****,

as the LLC Borrower

*****,
as the Trust Borrower

CLST ASSET TRUST II,
as the Trust II Borrower

*****,
as a Guarantor

*****,
as a Guarantor

*****,
as a Lender and as the Administrative Agent

U.S. BANK NATIONAL ASSOCIATION,
as the Collateral Custodian

And

LYON FINANCIAL SERVICES, INC.
(d/b/a U.S. BANK PORTFOLIO SERVICES),
as the Backup Servicer

Dated as of December 10, 2008

Note: Redacted portions have been marked with *****. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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EXHIBITS

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SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of this December 10, 2008, by and among:

(1)           *****, a Delaware limited partnership, as the originator (together with its successors and assigns in such capacity, the “Originator”);

(2)           *****, a Delaware limited liability company, as a borrower (together with its successors and assigns in such capacity, the “LLC Borrower”);

(3)           *****, a Delaware statutory trust, as a borrower (together with its successors and assigns in such capacity, the “Trust Borrower”;

(4)           CLST ASSET TRUST II, a Delaware statutory trust, as a borrower (together with its successors and assigns in such capacity, the “Trust II Borrower”, and together with the LLC Borrower and the Trust Borrower, the “Borrowers” and each a “Borrower” in its individual capacity);

(5)           *****, a Delaware limited partnership, as a guarantor (together with its successors and assigns in such capacity, a “Guarantor”);

(6)           *****, a natural person, as a guarantor (together with his successors and assigns in such capacity, a “Guarantor”, and together with *****, the “Guarantors”);

(7)           ***** (“*****”), a Delaware corporation, as a lender (together with its successors and assigns in such capacity, a “Lender”, and together with such other lenders from time to time party hereto, the “Lenders”) and as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”);

(8)           *****, a Nevada limited liability company, as the servicer (together with its successors and assigns in such capacity, the “Servicer”);

(9)           LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services), a Minnesota corporation, as the backup servicer (together with its successors and assigns in such capacity, the “Backup Servicer”); and

(10)         U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”);

RECITALS

WHEREAS, the Originator, the LLC Borrower, the Trust Borrower, the Guarantors, the Lenders, the Administrative Agent, the Servicer, the Backup Servicer and the Collateral Custodian entered into that certain Amended and Restated Revolving Credit Agreement, dated as of August 15, 2008 (the “Amended Agreement”), which they now wish to amend and restate in

its entirety hereby to add the Trust II Borrower, as a Borrower, and to make further additional clarifications and amendments to the Amended Agreement as provided herein;

WHEREAS, the Originator, the LLC Borrower, the Guarantors, the Lenders, the Administrative Agent, the Servicer, Spinnaker Consumer Receivables Trust, the Backup Servicer and the Collateral Custodian entered into that certain Revolving Credit Agreement, dated as of September 28, 2007 (the “Original Agreement”), which was amended and restated in its entirety by the Amended Agreement;

WHEREAS, the LLC Borrower has acquired and will from time to time acquire Receivables from the Originator, the Trust Borrower will from time to time acquire Receivables sourced by the Sourcer (as defined herein), and the Trust II Borrower will from time to time acquire Receivables from the Trust Borrower and the LLC Borrower, each pursuant to their separate Sale Agreements;

WHEREAS, the Borrowers have requested the Lenders, and the Lenders have agreed, subject to the terms and conditions contained in this Agreement, to extend financing to the Borrowers on the terms and conditions set forth in this Agreement to be secured by the Collateral (as defined below).

NOW, THEREFORE, based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITION

Section 1.1.                                          Certain Defined Terms.

Certain capitalized terms used throughout this Agreement are defined in this Section 1.1.  As used in this Agreement and its schedules, exhibits and other attachments, unless the context requires a different meaning, the following terms shall have the following meanings:

“1940 Act”:  The Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“A-1 Variable Funding Note” or “A-1 VFN”:  Defined in Section 2.1.

“A-2 Variable Funding Note” or “A-2 VFN”:  Defined in Section 2.1.

“Account”:  The Collection Account and any sub-accounts thereof deemed appropriate or necessary by the Administrative Agent for convenience in administering such accounts.

“Accrual Period”:  With respect to the Loans, (a) with respect to the first Payment Date, the period from and including the Closing Date to and including the last day of the calendar month preceding the first Payment Date and (b) with respect to any subsequent Payment Date,

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the preceding calendar month; provided that on the date of any repayment of the Loans, the Accrual Period shall extend to the date of repayment.

“Additional Amount”:  Defined in Section 2.11(a).

“Administrative Agent”:  Defined in the Preamble.

“Affiliate”:  With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person.  For purposes of this definition, “control,” when used with respect to any specified Person means the possession, directly or indirectly, of the power to vote 25% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided that none of the Originator, Servicer, LLC Borrower, Trust Borrower or any Affiliate thereof shall be considered an Affiliate of the Trust II Borrower.

“Aggregate Outstanding Receivable Balance”:  On any date of determination, the sum of the Outstanding Receivable Balances of all Eligible Receivables on such date.

“Aggregate Unpaids”:  At any time, an amount equal to the sum of the unpaid Loans Outstanding, Interest and all other amounts owed by the Borrowers to the Servicer, the Backup Servicer, the Collateral Custodian and the Secured Parties hereunder or by the Borrowers under any fee letter delivered in connection with the transactions contemplated by this Agreement, in each case, whether due or accrued.

“Amortization Period”:  The period beginning on the day on which the Termination Date is declared or automatically occurs and ending on the Collection Date.

“Applicable Law”:  For any Person or property of such Person, all then-existing (as of any date of determination) laws, rules, regulations (including income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority which are applicable to such Person or property (including, without limitation, predatory lending laws, usury laws, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Approved Asset/Product Class”:  An asset or product class identified on Schedule VIII hereto as such Schedule VIII may be updated from time to time at the request of the initial Servicer with the prior written approval of the Administrative Agent (which approval shall not be unreasonably withheld and may be evidenced by an email confirmation).

“Approved Fund”:  Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, that is managed by: (a) a Lender or (b) an Affiliate of a Lender.

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“Approved Purchase and Sale Agreement”:  A Purchase and Sale Agreement identified on Schedule VII hereto as such Schedule VII may be updated from time to time at the request of the initial Servicer with the prior written approval of the Administrative Agent (which approval shall not be unreasonably withheld and may be evidenced by an email confirmation).

“Approved Seller”:  A Seller identified on Schedule VII thereto as such Schedule VII may be updated from time to time at the request of the initial Servicer with the prior written approval of the Administrative Agent (which approval shall not be unreasonably withheld and may be evidenced by an email confirmation).

“Available Funds”:  With respect to any Payment Date, all amounts on deposit in the Collection Account (including, without limitation, any Collections and Guarantor Payments).

“Backup Servicer”:  Defined in the Preamble.

“Backup Servicer Fee Letter”:  The Backup Servicer Fee Letter, dated as of the Closing Date, by and between the Servicer and the Backup Servicer.

“Backup Servicer Monthly Certification”:  Defined in Section 7.2(b)(iii).

“Backup Servicer Termination Notice”:  Defined in Section 7.5.

“Backup Servicing Fee”:  The fee set forth as such in the Backup Servicer Fee Letter.

“Backup Servicing Fee Rate”:  0.08% or such other rate consented to in writing by the LLC Borrower, the Backup Servicer and the Administrative Agent.

“Bailee”:  Defined in Section 8.2(b)(i).

“Bankruptcy Code”:  The United States bankruptcy code, as set forth in Title 11 of the United States Code, as amended from time to time.

“Benefit Plan”:  Any “employee benefit plan” as defined in Section 3(3) of ERISA in respect of which the Borrower or any ERISA Affiliate of the Borrower is, or at any time during the preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

“Borrower”:  Defined in the Preamble.

“Borrowers”:  Defined in the Preamble.

“Borrowing Base”:  As of any Measurement Date, an amount equal to the sum of (A) the Maximum Advance, plus (B) the amount on deposit on such date in the Collection Account, less all accrued but unpaid interest and fees owed to the Lenders plus all other Carrying Costs.

“Borrowing Base Certificate”:  Each certificate, in the form of Exhibit A, required to be delivered by the Borrowers on each Measurement Date, as applicable.

“Borrowing Base Deficiency”:  The amount (if any) by which the Loans Outstanding exceed the Borrowing Base.

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“Borrowing Notice”:  Each notice required to be delivered by the Borrowers in respect of each requested Loan, substantially in the form of Exhibit A-1.

“Business Day”:  Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in New York, New York or the State of Minnesota.

“Carrying Costs”:  As of any Measurement Date, for the most recently ended Collection Period, the sum of (i) Interest, (ii) the Servicing Fee, (iii) the Sub-Servicer Fee, (iv) the Backup Servicing Fee and (v) the Collateral Custodian Fee.

“Certificated Security”:  The meaning specified in Section 8-102(a)(4) of the UCC.

“Change of Control”:  Any of the following:

(a)           the failure of *****, to own, directly or indirectly, 100% of the equity interests in the LLC Borrower free and clear of any Lien (other than Permitted Liens);

(b)           the failure of the LLC Borrower, to own, directly or indirectly, 100% of the equity interests in the Trust Borrower free and clear of any Lien (other than Permitted Liens);

(c)           the failure of the CLST Asset II, LLC, to own, directly or indirectly, 100% of the equity interests in the Trust II Borrower free and clear of any Lien (other than Permitted Liens); or

(d)           any change in the management of the LLC Borrower, the initial Servicer or the Originator (including by resignation, termination, disability or death) the result of which is that (i) ***** or (ii) each of *****, ***** and ***** is no longer under the employ of ***** or fails to provide active and material participation in the activities of ***** (including, but not limited to, general management, underwriting and the credit approval process and credit monitoring activities), for a period of three consecutive calendar months, and in such event, a reputable, experienced individual, reasonably satisfactory to the Administrative Agent, has not been appointed to fulfill the duties of the departing executive within 60 days after the end of such three-month period.

“Change of Tax Law”:  Any change in application or public announcement of an official position under or any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of any jurisdiction, or any political subdivision or taxing authority of any of the foregoing, affecting taxation, or any change in the official application, enforcement or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), or any other action taken by a taxing authority or court of competent jurisdiction in the relevant jurisdiction.

“Class A Default Ratio”:  As of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is equal to the product of (a) the Outstanding Receivable Balance of all Class A Receivables that became Defaulted Receivables during the prior Collection Period (less the aggregate amounts deposited into the Collection Account during such Collection Period constituting proceeds from recourse to Sellers with respect to Class A Receivables constituting Defaulted Receivables and the Outstanding Receivable Balance of all

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Receivables acquired by the Borrowers from Sellers in substitution for Class A Receivables constituting Defaulted Receivables) and (b) 12, and (ii) the denominator of which is the Outstanding Receivable Balance of all Class A Receivables which were Eligible Receivables as of the first day of such Collection Period.

“Class A Delinquency Ratio”:  As of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is equal to the sum of the Outstanding Receivable Balance of the Class A Receivables that became Delinquent Receivables during the prior Collection Period, and (ii) the denominator of which is equal to the Outstanding Receivable Balance of the Class A Receivables which are Eligible Receivables at such time.

“Class A Maximum Advance”:  On any Measurement Date, an amount equal to the lesser of (A) if such Measurement Date is a Funding Date, the product of  (i) 85% and (ii) the aggregate Purchase Price of the Class A Receivables purchased or acquired by the Borrowers on such Funding Date or (B) the product of (i) 80% and (ii) the aggregate Outstanding Receivable Balance of the pledged Class A Receivables constituting Eligible Receivables as of such Measurement Date.

“Class A Receivable”:  An Eligible Receivable the Obligor of which has a Credit Score of greater than or equal to 650 at the time of origination of such Receivable.

“Class B Default Ratio”:  As of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is equal to the product of (a) the Outstanding Receivable Balance of all Class B Receivables that became Defaulted Receivables during the prior Collection Period (less the aggregate amounts deposited into the Collection Account during such Collection Period constituting proceeds from recourse to Sellers with respect to Class B Receivables constituting Defaulted Receivables and the Outstanding Receivable Balance of all Receivables acquired by the Borrowers from Sellers in substitution for Class B Receivables constituting Defaulted Receivables) and (b) 12, and (ii) the denominator of which is the Outstanding Receivable Balance of all Class B Receivables which were Eligible Receivables as of the first day of such Collection Period.

“Class B Delinquency Ratio”:  As of any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is equal to the sum of the Outstanding Receivable Balance of the Class B Receivables that became Delinquent Receivables during the prior Collection Period, and (ii) the denominator of which is equal to the Outstanding Receivable Balance of the Class B Receivables which were Eligible Receivables at such time.

“Class B Maximum Advance”: On any Measurement Date, an amount equal to the lesser of (A) if such Measurement Date is a Funding Date, the product of  (i) 75% and (ii) the aggregate Purchase Price of the Class B Receivables purchased or acquired by the Borrowers on such Funding Date or (B) the product of (i) 50% and (ii) the aggregate Outstanding Receivable Balance of the pledged Class B Receivables constituting Eligible Receivables as of such Measurement Date.

“Class B Receivable”:  An Eligible Receivable the Obligor of which has a Credit Score of less than 650 at the time of origination of such Receivable.

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“Clearing Agency”:  An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Corporation”:  The meaning specified in Section 8-102(a)(5) of the UCC.

“Closing Date”:  September 28, 2007.

“Code”:  The Internal Revenue Code of 1986, as amended from time to time.

“Collateral”:  All right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located) of the Borrowers in all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, and other property of the Borrowers, including the following (in each case excluding any Retained Interest and Excluded Amounts):

(i)            the Receivables (regardless of whether any such Receivable has been identified on any Receivables List and regardless of whether any Required Receivable File with respect thereto have been delivered to the Collateral Custodian), and all monies due or to become due in payment under such Receivables, including, but not limited to, all Collections;

(ii)           all Related Security with respect to the Receivables referred to in clause (i); and

(iii)          all income and Proceeds of the foregoing;

it being understood that “Collateral” does not include any Related Security to the extent that the grant of a security interest therein would constitute a violation of any law, regulation, permit, order or decree of any Governmental Authority or a violation of any restriction in favor of a third party (such as software licenses), unless and until all required consents shall have been obtained.

“Collateral Custodian”:  Defined in the Preamble.

“Collateral Custodian Fee”:  The fee set forth as such in the Collateral Custodian Fee Letter.

“Collateral Custodian Fee Letter”:  The Collateral Custodian Fee Letter, dated as of the Closing Date, by and among the LLC Borrower, the Servicer, the Administrative Agent and the Collateral Custodian.

“Collateral Custodian Termination Notice”:  Defined in Section 8.5.

“Collateral Receipt”:  Defined in Section 8.2(b).

“Collection Account”:  Defined in Section 6.4(h).

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“Collection Date”:  The date on or following the Termination Date on which the Aggregate Unpaids have been reduced to zero and paid in full.

“Collection Period”:  With respect to the first Payment Date, the period from and including the Closing Date to and including the last day of the calendar month immediately preceding the calendar month in which the first Payment Date occurs; and thereafter, the calendar month immediately preceding the then current Payment Date.

“Collections”:  (a) All cash collections and other cash proceeds of any Receivable, including, without limitation or duplication, any (i) Interest Collections, (ii) Principal Collections, (iii) amendment fees, late fees, prepayment fees or waiver fees payable in accordance with the Underlying Instruments of such Receivable, (iv) Recoveries or (v) other amounts received in respect thereof (but excluding any Excluded Amounts), (b) any cash proceeds or other funds received by the Borrowers or the Servicer with respect to any Related Security (including from any guarantors), (c) all payments from a Seller pursuant to any of its indemnity and repurchase obligations under the related Purchase and Sale Agreement or from any Dealer in connection with its buyback or indemnity obligations under a Dealer Agreement, (d) interest earnings on Permitted Investments or otherwise in any Account, and (e) all payments received under the Guaranties.

“Commitment”:  With respect to each Lender, the commitment of such Lender to make Loans in accordance herewith in an amount not to exceed the dollar amount set forth opposite such Lender’s name on Annex B hereto or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as applicable, as such Commitment may be adjusted in connection with any assignment under Section 13.16.

“Concentration Account”:  That separate account maintained by the Sourcer at a Concentration Account Bank, subject to the Concentration Account Agreement, for the purpose of receiving Collections, with respect to Receivables acquired by the Trust Borrower pursuant to the Sourcing and Servicing Agreement (including those Receivables sold by the Trust Borrower to the Trust II Borrower pursuant to the Purchase Agreement), from the applicable Lockbox Accounts, the details of which are set forth on Schedule X.  For the avoidance of doubt, all Collections from Receivables acquired by the LLC Borrower pursuant to its Sale Agreement (including those Receivables sold by the LLC Borrower to the Trust II Borrower pursuant to the Purchase Agreement) shall be transferred directly from the applicable Lockbox Accounts to the Collection Account.

“Concentration Account Bank”:  The financial institution listed as Concentration Account Bank on Schedule X.

“Concentration Account Agreement”:  That certain Intercreditor and Concentration Account Administration Agreement, dated as of the Closing Date, among the Sourcer, the Collateral Custodian and such other parties thereto, which pertains to the Concentration Account maintained by the Sourcer.

“Continued Errors”:  Defined in Section 6.13(g).

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“Contractual Obligation”:  With respect to any Person, any material provision of any securities issued by such Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or to which either is subject.

“Credit and Collection Policy”:  With respect to the initial Servicer, the written credit policies and procedures manual of ***** set forth on Schedule II, as such credit and collection policy may be amended or supplemented from time to time in accordance with Section 5.3(f), or, with respect to the Backup Servicer or any Successor Servicer, the customary collection policies and procedures of such successor Servicer; provided, that if the Administrative Agent has approved the credit and collection policy of the applicable Seller in connection with its approval of such Seller as an “Approved Seller” hereunder or has approved the collection policy of any subservicer hereunder, the “Credit and Collection Policy” shall be the credit and collection policy of such Seller with respect to the Receivables originated by such Seller or the collection policy of such subservicer with respect to the Receivables subserviced by such subservicer.

“Credit Score”: With respect to an Obligor, its applicable FICO Score or other credit score provided by a major credit bureau.

“Dealer”:  A dealer, contractor, vendor or merchant that conveyed goods or services to an Obligor and which originated or created a Receivable on behalf of the Seller and which may have agreed to repurchase any Defaulted Receivables or ineligible Receivables from the Seller pursuant to a Dealer Agreement.

“Dealer Agreement”:  The contractual agreement between a Dealer and the Seller pursuant to which the applicable Dealer originates or creates Receivables on behalf of the Seller.

“Default Rate”:  A per annum interest rate equal to the sum of the applicable LIBOR Rate and 6.50%.

“Defaulted Receivable”:  A Receivable as to which any of the following has occurred:  (i) all or any portion of a contractual payment due under such Receivable is 91 or more days past due, (ii) the payment terms related to such Receivable have been restructured or modified (without the consent of the Administrative Agent, in its sole discretion) in any way due to credit reasons or for the purpose of preventing such Receivable from becoming a Defaulted Receivable after its acquisition by a Borrower, (iii) a charge-off has been taken with respect to such Receivable as a result of a bankruptcy proceeding or otherwise, (iv) the related Obligor is subject to an Insolvency Event (without giving effect to any cure period specified in the definition thereof), (v) the related Obligor is not Solvent, as reasonably determined by the Servicer in accordance with the Credit and Collection Policy, the Servicing Standard or otherwise or (vi) the Servicer has determined (or should have determined) in accordance with the Credit and Collection Policy, the Servicing Standard or otherwise that such Receivable is not collectible.

“Deficiency”:  Has the meaning set forth in Section 8.2(b).

“Delinquent Receivable”: Means a Receivable with respect to which all or any portion of a required payment thereunder is delinquent more than 30 days from the payment due date, but in no event more than 90 days after the payment due date.

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“Dollars”:  Means, and the conventional “$” signifies, the lawful currency of the United States.

“Effective Date”: December 10, 2008.

“Eligible Obligor”:  On any Measurement Date, any Obligor that:

(a)           is a natural person;

(b)           is not an employee, principal, director or equity holder of the applicable Seller, any Borrower, the Originator, the Servicer or the Sub-Servicer; and

(c)           as of the date on which such Receivable becomes part of the Collateral, such Obligor has not experienced a material adverse change in its condition, financial or otherwise, such as to affect the collectibility of the Receivable or related collateral, as determined by the Servicer.

“Eligible Receivable”:  On any Measurement Date, each Receivable that satisfies each of the following eligibility requirements (unless otherwise approved by the Administrative Agent in its sole discretion):

(a)           at the time of its initial inclusion in the “Collateral” hereunder, such Receivable is not a Delinquent Receivable; provided that a Borrower may acquire a Delinquent Receivable at the sole discretion of the Administrative Agent if such Receivable is acquired at a discount acceptable to the Administrative Agent;

(b)           such Receivable, together with the Underlying Instruments related thereto, (i) is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and by principles of equity (whether considered in a suit at law or in equity), (ii) is not subject to any litigation, material dispute or offset and (iii) contains provisions substantially to the effect that the Obligor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason (except as required by Applicable Law) against the applicable originator or any assignee thereof;

(c)           such Receivable is denominated and payable only in Dollars (and not in another currency or in kind) in the United States and does not permit the currency or country in which such Receivable is payable to be changed;

(d)           such Receivable is not a Defaulted Receivable or a Receivable which would be written off in accordance with the Credit and Collection Policy;

(e)           all products and services associated with such Receivable have been sold, delivered, rendered and completed and no further action or event needs to occur in order for such Receivable to be the enforceable obligation of the related Obligor; and, if appropriate, such delivery and completion is evidenced by completion certificates or delivery confirmations from the related Obligor;

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(f)            the vendor of the products or the service provider of the services associated with such Receivables has been paid in full;

(g)           the applicable Borrower is the sole owner of such Receivable and no participation interests have been granted to any Person with respect to such Receivable;

(h)           such Receivable was originated in compliance with all Applicable Laws and the related Underlying Instruments comply with all Applicable Laws;

(i)            such Receivable is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC) to be acquired by the Originator as contemplated by the applicable Purchase and Sale Agreement (if such Receivable is acquired by the Originator prior to transfer to a Borrower) and to be acquired by the applicable Borrower as contemplated by its Sale Agreement and to have a security interest therein granted to the Administrative Agent, as agent for the Secured Parties, and such Receivable does not contain any restrictions that would prohibit the further assignment or transfer of such Receivable by the applicable Borrower;

(j)            such Receivable does not contain a confidentiality provision that restricts or purports to restrict the ability of any Secured Party to exercise its rights under this Agreement, including, without limitation, its rights to review the related Servicing File and Underlying Instruments;

(k)           such Receivable provides for periodic payments of interest and/or principal no less frequently than monthly and is either (A) fully amortizing over its term or (B) a revolving charge contract (excluding any Retained Interest for such Receivable);

(l)            all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the making, acquisition, transfer or performance of such Receivable have, to the applicable Borrower’s and Originator’s knowledge been duly obtained, effected or given and are in full force and effect;

(m)          such Receivable has not had any of its terms, conditions or provisions amended, modified or waived in any manner inconsistent with the Credit and Collection Policy and has not been restructured at any time for credit reasons;

(n)           such Receivable has not been selected for conveyance to the applicable Borrower in any manner adverse to the applicable Borrower or the Secured Parties;

(o)           the related Obligor has been instructed to make all payments into a Lockbox Account;

(p)           there are no facts, events or occurrences existing which materially impair the validity, enforceability or collectability of such Receivable or reduce the amount payable or delay payment thereunder;

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(q)           (i) the applicable Borrower has good and marketable title to, and is the sole owner of, such Receivable, (ii) the applicable Borrower has granted to the Administrative Agent a valid first priority perfected security interest, free and clear of all other Liens (other than Permitted Liens), in such Receivable and Related Security, for the benefit of the Secured Parties, and (iii) the Required Receivable File required to be delivered to the Collateral Custodian, with respect to such Receivable, has been delivered to the Collateral Custodian;

(r)            the Obligor with respect to such Receivable is an Eligible Obligor;

(s)           all information, representations and warranties provided in writing by the applicable Borrower, the Originator and the Servicer with respect to such Receivable are true, correct and complete in all material respects;

(t)            the acquisition of such Receivable will not cause the applicable Borrower or the pool of Collateral to be required to register as an investment company under the 1940 Act;

(u)           such Receivable does not constitute Margin Stock;

(v)           such Receivable is not subject to U.S. withholding tax and is not subject to any foreign withholding tax unless the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis in the event of a Change of Tax Law; and

(w)          the Receivable (i) relates to an Approved Asset/Product Class and is included in a pool of Receivables being acquired from an Approved Seller pursuant to an Approved Purchase and Sale Agreement or (ii) was acquired by either the Trust Borrower or the Trust II Borrower in accordance with the terms of its Sale Agreement.

“Eligible Repurchase Obligations”:  Repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal).

“Entitlement Holder”:  The meaning specified in Section 8-102(a)(7) of the UCC.

“Environmental Laws”:  Any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.  Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq. (“CERCLA”)), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et seq.), the Environmental Protection Agency’s regulations relating to

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underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the rules and regulations thereunder, each as amended or supplemented from time to time.

“ERISA”:  The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate”:  With respect to any Borrower, (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as such Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with such Borrower, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as such Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above.

“Errors”:  Defined in Section 6.13(g).

“Event of Default”:  Defined in Section 10.1.

“Excepted Persons”:  Defined in Section 13.13(a).

“Excess Concentration Amount”:  As of any Measurement Date, for purposes of determining the Maximum Advance, the sum of the following; provided that any such excess amounts shall be calculated in such order and attributed to the particular Outstanding Receivable Balances necessary to ensure that (i) there is no duplication of amounts disallowed due to separate concentration limits and (ii) the minimum aggregate amount which could be disallowed while still complying with the concentration limits is so determined; provided further that the Eligible Receivables acquired by the Trust Borrower pursuant to the Sourcing and Servicing Agreement (or the Trust II Borrower pursuant to the Purchase Agreement) shall not be subject to the concentration limits set forth below but the Outstanding Receivable Balance of each such Eligible Receivable shall be included in the Aggregate Outstanding Receivable Balance referenced in any concentration limit:

(a)           the amount by which the sum of the Outstanding Receivable Balances of all Eligible Receivables relating to a single Vendor exceeds 25% of the Aggregate Outstanding Receivable Balance;

(b)           the amount by which the sum of the Outstanding Receivable Balances of all Eligible Receivables that are “balance of payment” Receivables exceeds 5% of the discounted Aggregate Outstanding Receivable Balance; provided that for the avoidance of doubt Receivables that are “flat payment” Receivables shall be excluded from this calculation;

(c)           the amount by which the sum of the Outstanding Receivable Balances of all Eligible Receivables that are Class B Receivables exceeds 50% of the Aggregate Outstanding Receivable Balance;

(d)           the amount by which the sum of the Outstanding Receivable Balances of all Class A Receivables which with the addition of a Class A Receivable to the Collateral would

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cause the weighted average FICO Score of the Eligible Receivables in the Collateral to be less than 670;

(e)           the amount by which the sum of the Outstanding Receivable Balances of all Class B Receivables which with the addition of a Class B Receivable to the Collateral would cause the weighted average FICO Score of the Eligible Receivables in the Collateral to be less than 600;

(f)            the amount by which the sum of the Outstanding Receivable Balances of all Eligible Receivables, which with the addition of a Receivable to the Collateral would cause the weighted average Gross Effective Yield to be less than 17% for Class A Receivables and 19% for Class B Receivables; and

(g)           the amount by which the sum of the Outstanding Receivable Balances of all Eligible Receivables the Obligors of which are classified (i) in the largest single industry (“industry” to be defined by the SIC Codes) shall not exceed 40% of the Aggregate Outstanding Receivables Balance, (ii) in the second largest single industry shall not exceed 30% of the Aggregate Outstanding Receivables Balance, and (iii) in any other industry shall not exceed 25% of the Aggregate Outstanding Receivables Balance.

“Excess Spread”:  With respect to any calendar month, a per annum rate equal to (I) the Gross Effective Yield of all Eligible Receivables minus (II) the sum of (A) the Servicing Fee Rate, (B) the weighted average Interest Rate for such calendar month, and (C) the Backup Servicing Fee Rate.

“Exchange Act”:  The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Amounts”:  (a) Any amount received in a Lockbox Account with respect to any Receivable, which amount is attributable to the payment of any tax, fee or other charge imposed by any Governmental Authority on such Receivable and (b) any amount received in a Lockbox Account or other Account representing (i) a reimbursement of insurance premiums, (ii) any escrows relating to taxes, insurance and other amounts in connection with Receivables which are held in an escrow account for the benefit of the Obligor (or its client) and the secured party pursuant to escrow arrangements under the Underlying Instruments and (iii) amounts related to any Receivable retransferred or substituted for upon the occurrence of a Warranty Event or that is otherwise replaced by a Substitute Receivable, to the extent such amount is attributable to a time after the effective date of such retransfer, substitution, replacement or sale.

“Facility Amount”: On any Measurement Date, an amount equal to (i) $50,000,000 less (ii) the outstanding principal balance of the Term Loan.

“FDIC”: The Federal Deposit Insurance Corporation, and any successor thereto.

“FICO Score”:  The FICO® scores established by the Fair ▇▇▇▇▇ Corporation (or any successor entity thereto).

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“Finance Charges”:  With respect to any Receivable, any interest or finance charges payable by an Obligor pursuant to or with respect to such Receivable.

“Financial Asset”:  The meaning specified in Section 8-102(a)(9) of the UCC.

“*****”:  Defined in the Preamble.

“Full Prepayment Make-Whole Fee”:  An amount equal to the product of (a) the Interest Rate on the Business Day immediately prior to the date the Loans Outstanding are paid in full and (b) the Facility Amount on such Business Day.

“Funding Date”:  With respect to any Loan, the Business Day the related Loan has been made.

“Funding Request”:  A Borrowing Notice in the form of Exhibit A-1 requesting a Loan and including the items required by Section 2.2.

“GAAP”:  Generally accepted accounting principles as in effect from time to time in the United States.

“Governmental Authority”:  With respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person.

“Gross Effective Yield”:  With respect to any class of Receivables, the internal rate of return of the Purchase Price and the gross projected principal and interest payment cashflows to the Borrowers from such Receivables.

“Guaranteed Amounts”:  Defined in Article 14.1.

“Guaranties”:  Collectively, the Guaranty and the Limited Guaranty.

“Guarantors”:  Defined in the Preamble.

“Guarantor Payments”:  Any payment made a Guarantor pursuant to either of the Guaranties.

“Guaranty”:  The guaranty provided by the Guarantors to the Secured Parties pursuant to Section 14.1.

“Hazardous Materials”: All materials subject to any Environmental Law, including, without limitation, materials listed in 49 C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any

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substances classified as being “in inventory”, “usable work in process” or similar classification that would, if classified as unusable, be included in the foregoing definition.

“Hedge Breakage Costs”:  With respect to any applicable Interest Rate Hedge Transaction, the net amount, if any, payable by a Borrower to such Hedge Counterparty for the early termination of that Interest Rate Hedge Transaction or any portion thereof.

“Hedge Counterparty”: A hedge counterparty acceptable to the Administrative Agent in its reasonable discretion.

“Hedging Agreement”:  Each agreement between a Borrower and a Hedge Counterparty that governs one or more Interest Rate Hedge Transactions entered into by such Borrower and such Hedge Counterparty, which agreement shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto in such form as the Administrative Agent shall have approved in writing (such approval not to be unreasonably withheld), and each “Confirmation” thereunder confirming the specific terms of each such Interest Rate Hedge Transaction.

“Highest Required Investment Category”:  (i)  With respect to ratings assigned by ▇▇▇▇▇’▇, “Aa2” or “P-1” for one month instruments, “Aa2” or “P-1” for three-month instruments, “Aa3” or “P-1” for six-month instruments and “Aa2” or “P-1” for instruments with a term in excess of six months and (ii) with respect to ratings assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments.

“Increased Costs”:  Any amounts required to be paid by a Borrower to a Lender pursuant to Section 2.12.

“Indebtedness”:  With respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person and all letters of credit for which such Person is the account party, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all net obligations or liabilities of that Person in respect of derivatives, and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) above.

“Indemnified Amounts”:  Defined in Section 11.1.

“Indemnified Parties”:  Defined in Section 11.1.

“Indorsement”:  The meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.

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“Insolvency Event”:  With respect to a specified Person, (a) the filing of a decree or order (i) for relief by a court having jurisdiction over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or (ii) appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or (iii) ordering the winding-up or liquidation of such Person’s affairs, provided that such decree or order shall remain unstayed and in effect for a period of 60 consecutive days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, (c) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, (d) the failure by such Person generally to pay its debts as such debts become due, or (e) the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Laws”:  The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Insolvency Proceeding”:  Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event.

“Instrument”:  The meaning specified in Section 9-102(a)(47) of the UCC.

“Interest”:  For each Accrual Period, the sum of the products (for each day during such Accrual Period) of:

where:

IR            =              the Interest Rate applicable on such day;

P              =              the principal amount of the Loan on such day; and

D             =              360;

provided that (i) no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

“Interest Collections”:  Any and all amounts received with respect to the Collateral other than Principal Collections that are deposited into the Collection Account, or received by or on behalf of a Borrower, the Servicer or the Originator in respect of a Receivable whether in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment.

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“Interest Rate”:  A per annum interest rate equal to the sum of the LIBOR Rate and 4.50%.

“Interest Rate Hedge Transaction”:  Each interest rate hedge transaction between a Borrower and a Hedge Counterparty under a Hedging Agreement, including, for the avoidance of doubt, any interest rate swap and interest rate cap.

“Investment”:  With respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of Receivables pursuant to the applicable Sale Agreement and the LLC Borrower’s ownership of the Trust Borrower.

“Joinder Supplement”:  An agreement among the Borrowers, a Lender and the Administrative Agent in the form of Exhibit I to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date, as contemplated by Section 13.16.

“Key Employees”:  Each of *****, *****, ***** and *****.

“Lender”:  Defined in the Preamble.

“LIBOR Rate”:  For any day during any Accrual Period and the Loans, or any applicable portion thereof, a per annum interest rate equal to:

(i)            the posted rate for one-month deposits in United States Dollars appearing on Telerate page 3750, or any successor page thereto, as of 11:00 a.m. (London time) on the Business Day which is the second Business Day preceding the initial borrowing of such Loans (or portion thereof) (with respect to the initial Accrual Period therefor) and as of the second Business Day preceding the first day of the applicable Accrual Period (with respect to all subsequent Accrual Periods therefor); or

(ii)           if no such rate appears on Telerate page 3750, or any successor page thereto, at such time and day, then the LIBOR Rate shall be the arithmetic mean of the offered rates for one month deposits in United States Dollars appearing on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) on the Business Day which is the second Business Day preceding the initial borrowing of such Loans (or portion thereof) (with respect to the initial Accrual Period therefor) and as of the second Business Day preceding the first day of the applicable Accrual Period (with respect to all subsequent Accrual Periods therefor).

“Lien”:  Any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or properties).

“Limited Guaranty”:  The Limited Guaranty provided by ***** to the Secured Parties pursuant to Section 14.2.

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“Liquidation Expenses”:  With respect to any Receivable, the aggregate amount of all out-of-pocket expenses reasonably incurred by the Servicer in accordance with the Servicer’s customary procedures in connection with the repossession, refurbishing and disposition of any Receivable or Related Security, upon or after the expiration or earlier termination of such Receivable (including without limitation any brokerage or legal fees), and other out-of-pocket costs related to the liquidation of any such assets, including the attempted collection of any amount owing under such Receivable, as documented by the Servicer upon the request of the Administrative Agent, in writing providing a breakdown of the Liquidation Expenses for such Receivable, along with any supporting documentation therefor.

“Loan”:  Any loan made by the Lenders to the Borrowers hereunder, as applicable.

“Loans Outstanding”:  On any day, the aggregate principal amount of the Loans outstanding on such day, after giving effect to all repayments on such day.

“Lockbox Accounts”:  Each of the separate lockbox accounts or blocked accounts maintained at the applicable Lockbox Account Bank for the purpose of receiving Collections, the details of which are set forth on Schedule VI, as such schedule may be amended from time to time.

“Lockbox Account Banks”:  The financial institutions listed as Lockbox Account Banks on Schedule VI, and such other financial institutions that may from time to time become Lockbox Account Banks hereunder.

“Margin Stock”:  “Margin Stock” as defined under Regulation U.

“Material Adverse Effect”:  With respect to any event or circumstance, means a material adverse effect on (a) the business, financial position, results of operations, performance or properties of the Originator, the Servicer, the Guarantors or a Borrower, (b) the validity or enforceability of this Agreement or any other Transaction Document against the Originator, the Servicer, the Guarantors or a Borrower or the validity, enforceability or collectibility of the Collateral taken as a whole or any material portion of the Collateral, (c) the rights and remedies of the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of a Borrower, the Originator, the Guarantors or the Servicer to perform its obligations under this Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Administrative Agent’s lien on a material portion of the Collateral, taken as a whole.

“Maturity Date”:  September 28, 2010, as such date may be extended pursuant to Section 2.1(c).

“Maximum Advance”:  On any Measurement Date, an amount equal to (A) the sum of (i) the Class A Maximum Advance and (ii) the Class B Maximum Advance minus (B) the Excess Concentration Amount.

“Maximum Committed Amount”:  As of any date of determination, $50,000,000 (which amount shall be subject to increases pursuant to Section 2.1(d)).

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“Maximum Lawful Rate”:  Defined in Section 2.4(b).

“Maximum Outstanding Loan Amount”:  At any time, an amount equal to the lesser of (i) the Facility Amount, and (ii) the Borrowing Base.

“Measurement Date”:  Each of the following:  (i) each Funding Date; (ii) the last day of each calendar month; (iii) any date on which a substitution or a repurchase of a Receivable occurs; and (iv) the date as of which any Servicing Report, as provided for in Section 6.9, is calculated.

“Moody’s”:  ▇▇▇▇▇’▇ Investors Service, Inc., and any successor thereto.

“Multiemployer Plan”:  With respect to any Borrower, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the preceding five (5) years contributed to by such Borrower or any ERISA Affiliate thereof on behalf of its employees.

“Notice of Reduction of Loans Outstanding”:  Each notice required to be delivered by the Borrowers in respect of any reduction of the Loans Outstanding, substantially in the form of Exhibit A-2.

“Obligor”:  With respect to any Receivable, any Person or Persons obligated to make payments pursuant to or with respect to such Receivable, including any guarantor thereof.

“Officer’s Certificate”:  A certificate signed by a Responsible Officer of the Person providing the applicable certification.

“Opinion of Counsel”:  A written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its reasonable discretion.

“Originator”:  Defined in the Preamble.

“Other Costs”:  Defined in Section 13.9(c).

“Outstanding Receivable Balance”:  As of any Measurement Date, with respect to any Receivable, (A) the balance of principal and accrued and unpaid interest outstanding for such Receivable as of the date it is acquired by a Borrower, minus (B) the sum of (i) the principal portion of the Scheduled Payments on such Receivable received during each Collection Period ending prior to the most recent Payment Date, and (ii) all other Principal Collections on such Receivable, to the extent deposited by the Servicer in the Collection Account. The Outstanding Receivable Balance of any Prepaid Receivable which has been prepaid in full shall equal $0.

“Partial Prepayment Make-Whole Fee”:  An amount equal to the greater of (a) $0 and (b) the product of (i) the difference between (A) $30 million and (B)(x) the weighted average Loans Outstanding hereunder plus (y) the weighted average of the outstanding principal balance of the Term Loan during the eighteen (18) month period since the Closing Date and (ii) the Interest Rate in effect on the eighteen (18) month anniversary of the Closing Date.

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“Payment Date”:  Monthly on the 15th day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing November 15, 2007.

“Payment Duties”:  Defined in Section 8.2(b).

“Permitted Investments”:  Means negotiable instruments or securities or other investments that (i) except in the case of demand or time deposits, investments in money market funds and Eligible Repurchase Obligations, are represented by instruments in bearer or registered form or ownership of which is represented by book entries by a Clearing Agency or by a Federal Reserve Bank in favor of depository institutions eligible to have an account with such Clearing Agency or such Federal Reserve Bank who hold such investments on behalf of their customers, (ii) as of any date of determination, mature by their terms on or prior to the Business Day preceding the next Payment Date, and (iii) evidence:

(a)                                direct obligations of, and obligations fully guaranteed as to full and timely payment by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States);

(b)                               demand deposits, time deposits or certificates of deposit of depository institutions or trust companies incorporated under the laws of the United States or any state thereof and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of a Borrower’s investment or contractual commitment to invest therein, the commercial paper, if any, and short-term unsecured debt obligations (other than such obligation whose rating is based on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from each Rating Agency in the Highest Required Investment Category granted by such Rating Agency;

(c)                                commercial paper, or other short term obligations, having, at the time of a Borrower’s investment or contractual commitment to invest therein, a rating in the Highest Required Investment Category granted by each Rating Agency;

(d)                               demand deposits, time deposits or certificates of deposit that are fully insured by the FDIC and either have a rating on their certificates of deposit or short-term deposits from Moody’s and S&P of “P-1” and “A-1”, respectively;

(e)                                notes that are payable on demand or bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f)                                  investments in taxable money market funds or other regulated investment companies having, at the time of a Borrower’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category from each Rating Agency; any such fund may be managed by the Collateral Custodian or its Affiliates;

(g)                               time deposits (having maturities of not more than 90 days) by an entity the commercial paper of which has, at the time of a Borrower’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category granted by each Rating Agency; or

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(h)                               Eligible Repurchase Obligations with a rating acceptable to the Rating Agencies, which in the case of S&P, shall be “A-1” and in the case of Moody’s, shall be “P-1”.

“Permitted Liens”:  Include (i) Liens granted pursuant to or by the Transaction Documents, (ii) Liens for Taxes less than thirty (30) days overdue provided an adequate reserve for such Taxes has been established on the books of the Borrowers, as applicable, in accordance with GAAP, and (iii) Liens arising under the Term Credit Agreement (or the other “Transaction Documents” as defined therein).

“Person”:  An individual, partnership, corporation, limited liability company, joint stock company, trust (including a statutory or business trust), unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

“Predecessor Servicer Work Product”:  Defined in Section 6.13(g).

“Prepaid Receivable”:  Any Receivable (other than a Defaulted Receivable) that has been terminated or has been prepaid in full or in part prior to its scheduled expiration date.

“Prepayment Amount”:  Defined in Section 6.4(b).

“Prepayment Premium”:  Means, (a) if the Borrowers repay the Loans Outstanding pursuant to Section 2.3 after the eighteen (18) month anniversary of the Closing Date but prior to the thirty-six (36) month anniversary of the Closing Date, an amount equal to the product of (i) 2%, and (ii) the Facility Amount; and (b) after the thirty-six (36) month anniversary of the Closing Date, $0.  For the avoidance of doubt, no Prepayment Premium shall be applicable with respect to principal payments in the ordinary course under Sections 2.7 or 2.8.

“Prepayments”:  Any and all partial or full prepayments on or with respect to a Receivable (including, with respect to any Receivable and any Collection Period, any Scheduled Payment, Finance Charge or portion thereof that is due in a subsequent Collection Period that the Servicer has received in advance of its scheduled due date, and that will satisfy such Scheduled Payment on such due date).

“Principal”:  ***** or any successor(s) thereto approved in writing by the Administrative Agent.

“Principal Collections”:  Any and all amounts of Collections received in respect of any principal due and payable under the Receivables, from or on behalf of Obligors that are deposited into the Collection Account (including, without limitation, the principal portion of any Scheduled Payment or of any repurchase amount paid by the Originator to repurchase a Receivable pursuant the LLC Borrower’s Sale Agreement and by the applicable Seller to repurchase a Receivable pursuant to the applicable Purchase and Sale Agreement or, in the case of the Trust Borrower, any amount paid by the Sourcer to repurchase a Receivable pursuant to the Sourcing and Servicing Agreement or, in the case of the Trust II Borrower, any amount paid by the Trust Borrower or the LLC Borrower to repurchase a Receivable pursuant to the Purchase Agreement), or received by or on behalf of a Borrower by the Servicer or the Originator in

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respect of a Receivable and all Recoveries, whether in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment.

“Proceeds”:  With respect to any Collateral, all property that is receivable or received when such Collateral is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral.

“Pro Rata Share”:  With respect to any Lender, (a) prior to the termination of the Commitments, the percentage obtained by dividing such Lender’s Commitment by the total Commitments of all Lenders hereunder, and (b) on and after the date of the termination of the Commitments, the percentage obtained by dividing the Loans funded by such Lender by the aggregate Loans Outstanding.

“Proposed Facility”:  Has the meaning provided in Section 13.18.

“Purchase Agreement”:  That certain purchase agreement, dated as of December 10, 2008, between the Trust I Borrower, the LLC Borrower and the Trust II Borrower, as amended from time to time.

“Purchase and Sale Agreement”:  Individually, each receivables purchase agreement among a Seller, the Originator and the other parties thereto pursuant to which the Originator acquires Receivables.

“Purchase Price”:  As applicable, (i) the aggregate purchase price paid by the Originator to the applicable Seller for Receivables pursuant to the applicable Purchase and Sale Agreement, (ii) the initial amount funded by the Trust Borrower with respect to Receivables pursuant to the Sourcing and Servicing Agreement or (iii) the “Purchase Price” as defined in the Purchase Agreement for any sale of Receivables by the Trust Borrower or the LLC Borrower, as applicable, to the Trust II Borrower).

“Qualified Institution”:  A depository institution or trust company reasonably acceptable to the Administrative Agent and the Borrowers, that is organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i)(a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” by Moody’s or (c) is otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by the FDIC.

“Rating Agency”:  Each of S&P and Moody’s.

“Receivables”:  Any (i) consumer loan originated or created by a Seller (or by a Dealer on behalf of a Seller) and subsequently sold by such Seller to the Originator pursuant to a Purchase and Sale Agreement and sold by the Originator to the LLC Borrower pursuant to the

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Sale Agreement or (ii) “Eligible Investment” (as defined in the Sourcing and Servicing Agreement) acquired by the Trust Borrower pursuant to the Sourcing and Servicing Agreement.

“Receivables List”:  The list of Receivables in the form of Schedule IV hereto, that identifies each (i) Obligor name, (ii) original principal balance of the Receivable, (iii) contract number or other identifying number, (iv) the applicable Dealer name (if applicable), and (v) whether such Receivable is a revolving contract, as such list may be amended, supplemented or modified from time to time in accordance with this Agreement.

“Records”:  All documents relating to the Receivables, including books, records and other information executed in connection with the origination or acquisition of the Receivables and Related Security or maintained with respect to the Receivables and Related Security and the related Obligors that the Borrowers, the Originator, or the Servicer have generated, in which the applicable Borrower has acquired an interest pursuant to its Sale Agreement or in which such Borrower or the Servicer have otherwise obtained an interest.

“Recoveries”:  With respect to any Defaulted Receivable, the proceeds from the sale or other disposition of the Receivable (including any amounts received from a Dealer under its buyback obligations under its Dealer Agreement), any other recoveries with respect to such Defaulted Receivable, the Related Security and amounts representing late fees and penalties, net of Liquidation Expenses and amounts, if any, received that are required under such Defaulted Receivable, to be refunded to the related Obligor.

“Regulation U”:  Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R. §221, or any successor regulation.

“Related Security”:  As used in (1) the LLC Borrower’s Sale Agreement, all right, title and interest of the Originator in and to the following clauses (a), (b), (c), (d), (f), (g), (h) and (i), and (2) this Agreement, all right, title and interest of the Borrowers in and to the following clauses (a) through (i):

(a)                                any and all Recoveries related to a Receivable, all payments paid in respect thereof and all monies due, to become due and paid in respect thereof and all liquidation proceeds;

(b)                               the Required Receivable Files and Servicing Files related to any Receivable, any Records, and the documents, agreements, and instruments included in the Servicing File or Records;

(c)                                all Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto from time to time purporting to secure or support payment of any Receivable, together with all UCC financing statements, mortgages or similar filings signed or authorized by an Obligor relating thereto;

(d)                               the Accounts, the Concentration Account and the Lockbox Accounts, to the extent amounts on deposit therein or credited thereto relate to the Collateral, together with all cash and investments in each of the foregoing other than amounts earned on investments therein (excluding any Excluded Amounts that may be on deposit therein);

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(e)                                such Borrower’s respective Sale Agreement and the assignment of such Sale Agreement (including, without limitation, rights of recovery of the LLC Borrower against the Originator and any guaranty, indemnity and repurchase obligations of the Originator thereunder and the Trust Borrower and the Trust II Borrower against the Sourcer and any guaranty, indemnity and repurchase obligations of the Sourcer thereunder);

(f)                                  with respect to the LLC Borrower, each Purchase and Sale Agreement and the assignment of such Purchase and Sale Agreement (including, without limitation, rights of recovery of the Originator against the Seller and any guaranty, indemnity and repurchase obligations of the Seller thereunder) and the Dealer Agreements and the assignment of such Dealer Agreements (including, without limitation, rights of recovery against the Dealers, and the buyback obligations (if any) of the applicable Dealers thereunder);

(g)                               the assignment to the Administrative Agent, as agent for the Secured Parties, of all UCC financing statements filed by (i) the LLC Borrower against the Originator under or in connection with its Sale Agreement, (ii) the Trust II Borrower against the LLC Borrower and the Trust Borrower under or in connection with its Sale Agreement and (iii) the Originator against the Sellers under or in connection with the Purchase and Sale Agreements;

(h)                               all records (including computer records) with respect to the foregoing; and

(i)                                   all collections, income, payments, proceeds and other benefits of each of the foregoing.

“Reporting Date”:  The date that is five (5) Business Days prior to each Payment Date.

“Required Lenders”:  As of any date, the Lenders holding an aggregate of more than 66.67% of the Loans Outstanding as of such date.

“Required Receivable File”:  For each Receivable, (i) the original executed contract (or a copy of the original executed contract to the extent that such contract evidences two separate financings and the original executed contract has previously been delivered to the Collateral Custodian with respect to one of the financings evidenced by such contract), (ii) all principal security documents related thereto as indicated on the Receivables List, (iii) on a receivables program by receivables program basis, each other category of documents identified by the Administrative Agent for such program as indicated in writing to the Collateral Custodian, and (iv) the original executed Purchase and Sale Agreement with respect to such Receivable, if applicable (provided that a Purchase and Sale Agreement need only be delivered/included one time in connection with the initial acquisition thereunder).

“Required Reduction Amount”:  As of any Measurement Date, an amount equal to the positive difference, if any, of (a) the Loans Outstanding on such day over (b) the Maximum Outstanding Loan Amount.

“Required Reports”:  Collectively, the Servicing Report, the Servicer’s Certificate required pursuant to Section 6.8, and the annual statements as to compliance required pursuant to Section 6.9.

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“Responsible Officer”:  With respect to any Person, any duly authorized officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, for purposes of the LLC Borrower and the Trust Borrower, the initial Servicer and the Originator, the Responsible Officers shall be the Key Employees.

“Retained Interest”:  With respect to a Receivable with an unfunded commitment that does not provide by its terms that funding thereunder is in the applicable Borrower’s sole and absolute discretion, all of the obligations of the lender thereunder or holder thereof to provide additional funding with respect to such Receivable.

“Review Criteria”:  Defined in Section 8.2(b).

“Revolving Period”:  The period commencing on the Closing Date and ending on the Termination Date.

“S&P”:  Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and any successor thereto.

“Sale Agreement”:  With respect to the LLC Borrower, the Purchase and Contribution Agreement, dated as of the Closing Date, with respect to both the Trust Borrower, the Sourcing and Servicing Agreement, and, with respect to the Trust II Borrower, the Purchase Agreement.

“Scheduled Payment”:  Each scheduled payment of principal and/or interest required to be made by an Obligor on the related Receivable, as adjusted pursuant to the terms of the related Required Receivable File, if applicable.

“Secured Party”:  Each Lender and the Administrative Agent.

“Securities Account”:  The meaning specified in Section 8-501 of the UCC.

“Securities Account Control Agreement”:  The Securities Account Control Agreement, dated as of the Closing Date, among the LLC Borrower, the Servicer, the Administrative Agent, and the Collateral Custodian, as the Securities Intermediary (as amended from time to time).

“Securities Intermediary”:  (i) A Clearing Corporation; or (ii) a Person, including a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity.

“Security”:  The meaning specified in Section 9-102(a)(15) of the UCC.

“Security Certificate”:  The meaning specified in Section 8-102(a)(16) of the UCC.

“Security Entitlement”:  The meaning specified in Section 8-102(a)(17) of the UCC.

“Seller”:  Each Person party to a Purchase and Sale Agreement (as a Seller) with the Originator, and, with respect to the Sourcing and Servicing Agreement, the Sourcer.

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“Servicer”: Defined in the Preamble.

“Servicer Default”:  Defined in Section 6.12.

“Servicer Termination Notice”:  Defined in Section 6.12.

“Servicer’s Certificate”:  Defined in Section 6.8(b).

“Servicing Fee”:  The servicing fee payable to the Servicer or the successor Servicer on each Payment Date in arrears in respect of each Collection Period, which fee shall be equal to the product of (i) the Servicing Fee Rate, (ii) the Aggregate Outstanding Receivable Balance as of the first Business Day of the related Collection Period and (iii) the actual number of days in such Collection Period divided by 360.

“Servicing Fee Rate”:  0.50% or such other rate consented to in writing by the LLC Borrower, the Servicer and the Administrative Agent.

“Servicing File”:  For each Receivable, (i) copies (as opposed to originals) of each of the documents included in the Required Receivable File definition, (ii) to the extent applicable for the related Receivable, the original executed (a) guaranty, (b) credit agreement, (c) loan agreement, (d) note purchase agreement, (e) promissory note, (f) acquisition agreement (or similar agreement), (g) security agreement and (h) UCC financing statement(s), in each case as set forth on the Receivables List, (iii) to the extent applicable for the related Receivable, copies of (a) the phone verification form confirming that goods financed were received by the Obligor, (b) the Obligor’s credit report, (c) the related credit application and (d) any and all other items required by the credit and underwriting guidelines of the applicable Seller, and (iv) to the extent applicable for the related Receivable, a copy of the applicable Dealer Agreement (if any) with respect to such Receivable.

“Servicing Report”:  Defined in Section 6.8(a).

“Servicing Standard”:  With respect to any Receivables, to service and administer such Receivables on behalf of the Secured Parties in accordance with the Underlying Instruments and all customary and usual servicing practices (a) which are consistent with the higher of:  (i) the customary and usual servicing practices that a prudent loan lender would use in servicing loans like the Receivables for its own account, and (ii) the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of others; (b) with a view to maximize the value of the Receivables; and (c) without regard to:  (i) any relationship that the Servicer or any Affiliate of the Servicer may have with any Obligor or any Affiliate of any Obligor, (ii) the Servicer’s obligations to incur servicing and administrative expenses with respect to a Receivable, (iii) the Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction, (iv) the ownership by the applicable Borrower of any Receivables, (v) the ownership, servicing or management for others by the Servicer of any other loans or property by the Servicer or (vi) any relationship that the Servicer or any Affiliate of the Servicer may have with any holder of other loans of the Obligor with respect to such Receivables; provided that, with respect to any successor Servicer, the “Servicing Standard” shall be the higher of the same care, skill and

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diligence with which such successor Servicer services and administers loans for its own account or for the account of others.

“SIC Codes”:  In connection with any Receivable, the “standard industrial classification code” assigned to the industry in which such Receivable is utilized, as set forth in Schedule V. The initial Servicer shall determine the industrial classification code unless the Administrative Agent in its sole discretion disagrees with such determination, in which case the decision of the Administrative Agent as to such industrial classification code shall be conclusive and binding on the parties hereto absent manifest error.

“Solvent”:  As to any Person at any time, having a state of affairs such that all of the following conditions are met:  (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital.

“Sourcer”:  *****, a Delaware limited liability company.

“Sourcing and Servicing Agreement”:  That certain sourcing and servicing agreement, dated as of the Effective Date, between the Sourcer and the Trust Borrower (as amended from time to time).

“Structuring Fee”:  Defined in Section 2.11(b).

“Sub-Servicer”:  Each Person retained by the Servicer as a sub-servicer of a pool of Receivables from time to time; provided that such sub-servicer must be selected from the list of sub-servicers approved by the Administrative Agent on the attached Schedule IX (as such schedule may be amended from time to time) or otherwise approved in writing by the Administrative Agent in its sole discretion.

“Sub-Servicer Fee”:  A monthly fee payable by the Servicer out of the Servicing Fee as set forth in the related Sub-Servicing Agreement.

“Sub-Servicer Fee Letter”:  With respect to each Sub-Servicer and its related Sub-Servicing Agreement, the sub-servicer fee letter by and among the LLC Borrower, the Servicer and the applicable Sub-Servicer executed in connection with such Sub-Servicing Agreement.

“Sub-Servicing Agreement”:  Each sub-servicing agreement entered into by the Servicer in accordance with the terms of this Agreement.

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“Subsidiary”:  As to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person.

“Substitute Receivable”:  Defined in Section 2.15.

“Successor Servicer”:  Defined in Section 6.13(a).

“Tangible Net Worth”:  With respect to any Person, as of any date of determination, the total equity of such Person as of such date (including all subordinated debt maturing after the Maturity Date) less the goodwill and other intangibles, if any, all determined on a consolidated basis in accordance with GAAP.

“Tape”:  Defined in Section 7.2(b).

“Taxes”:  Any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

“Term Credit Agreement”:  That certain Credit Agreement, dated as of July 20, 2007, among *****, as originator and guarantor, *****, as servicer, *****, as borrower, *****, as administrative agent, and the other parties thereto.

“Termination Date”:  The earliest of (a) the Business Day designated by the Borrowers (collectively) to the Administrative Agent as the Termination Date at any time following two Business Days’ prior written notice thereof to the Administrative Agent, (b) the Maturity Date, and (c) the date of the declaration of the Termination Date or the date of the automatic occurrence of the Termination Date pursuant to Section 10.2(a) as a result of an Event of Default.

“Term Loan”:  The “Loan” as defined under the Term Credit Agreement.

“Transaction”:  Defined in Section 3.2.

“Transaction Documents”:  This Agreement, the Sale Agreements, the Securities Account Control Agreement, the Concentration Account Agreement, the Variable Funding Notes, any Joinder Supplement, each Purchase and Sale Agreement, each Sub-Servicing Agreement, the Backup Servicer Fee Letter, the Collateral Custodian Fee Letter, each Sub-Servicer Fee Letter and any additional document the execution of which is necessary or incidental to carrying out the terms of the foregoing documents.

“Transition Expenses”:  The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer.

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“Trigger Event”:  Defined in Section 14.1.

“Trust Borrower”: Defined in the Preamble.

“Trust II Borrower”: Defined in the Preamble.

“UCC”:  The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

“Uncertificated Security”:  The meaning specified in Section 8-102(a)(l8) of the UCC.

“Underlying Instruments”:  With respect to any Receivable, each agreement that governs the terms of or secures the obligations represented by such Receivable or of which the holders of such Receivable are the beneficiaries.

“United States”:  The United States of America.

“Unmatured Event of Default”:  Any event that, solely with the giving of notice or the lapse of time, or both, would become an Event of Default.

“Unused Fee”:  Defined in Section 2.11(a).

“Variable Funding Notes” or “VFNs”:  Defined in Section 2.1.

“Warranty Event”:  As to any Receivable, the discovery that as of the Closing Date there existed a material breach of any representation or warranty relating to such Receivable and the failure of the applicable Borrower to cure such breach, or cause the same to be cured, within 30 days after the earlier to occur of receipt of notice thereof by a Responsible Officer of such Borrower or actual knowledge thereof by a Responsible Officer of such Borrower; it being understood that Warranty Events are not intended to have the effect of credit recourse for uncollectible Receivables or for future diminution in value of the Collateral.

Section 1.2.                                          Other Terms.

All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9.

Section 1.3.                                          Computation of Time Periods.

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

Section 1.4.                                          Interpretation.

In each Transaction Document, unless a contrary intention appears:

(a)                                  the singular number includes the plural number and vice versa;

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(b)                                 reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;

(c)                                  reference to any gender includes each other gender;

(d)                                 reference to day or days without further qualification means calendar days;

(e)                                  reference to any time means New York City time;

(f)                                    reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; and

(g)                                 reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision.

ARTICLE II

THE VARIABLE FUNDING NOTES

Section 2.1.                                        The Variable Funding Notes.

(a)                                  On the terms and conditions hereinafter set forth, the Borrowers shall deliver on the Effective Date to the Administrative Agent, on behalf of the Lenders, two duly executed variable funding notes in substantially the form of Exhibit B-1 (the “A-1 Variable Funding Note” or “A-1 VFN”) and Exhibit B-2 (the “A-2 Variable Funding Note” or “A-2 VFN”, and, together with the A-1 Variable Funding Note, the “Variable Funding Notes” or “VFNs”), dated as of the date of this Agreement, and otherwise duly completed. The face amount and maximum principal balance of the A-1 Variable Funding Note shall be $25,000,000 and the face amount and maximum principal balance of the A-2 Variable Funding Note shall equal the difference between the amount of the aggregate Commitments and the maximum principal balance of the A-1 Variable Funding Note (which amount shall be $25,000,000 on the Closing Date).  Each Lender’s Commitment shall be allocated ratably to the A-1 Variable Funding Note and the A-2 Variable Funding Note in accordance with its Pro Rata Share.

(b)                                 During the Revolving Period, a Borrower may, at its option, request the Lenders to make Loans of funds under the VFNs pursuant to a Funding Request delivered to the Administrative Agent. Following the receipt of a Funding Request, the Administrative Agent shall promptly notify the Lenders of receipt thereof, and subject to the terms and conditions hereinafter set forth, the Lenders shall fund such Loan. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide a Borrower with funds in connection with a Loan

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that would exceed the Lender’s unused Commitment then in effect. Notwithstanding anything to the contrary contained herein, (i)  Loans shall be made solely under the A-1 Variable Funding Note, up to the maximum principal balance thereof, before any Loans shall be made under the A-2 Variable Funding Note, and (ii) in the event of any reduction in the outstanding principal balance of the A-1 Variable Funding Note after such time as such balance has reached the maximum principal balance of the A-1 Variable Funding Note, Loans thereafter shall again be made solely under the A-1 Variable Funding Note, up to the maximum principal balance thereof, before any Loans shall be made under the A-2 Variable Funding Note.

(c)                                  The Borrowers may, within 60 days but not less than 30 days prior to the Maturity Date, by written notice to the Administrative Agent, make a request for each Lender to extend the Maturity Date for an additional period of 364 days. The Administrative Agent shall promptly notify each Lender of receipt of such notice. The Administrative Agent and each Lender shall make a determination, in their sole discretion, within 15 days of the date of the applicable Borrower’s request for such extension, as to whether or not it will agree to the applicable extension requested. The failure of the Administrative Agent and each Lender to provide timely notice of its decision to the Borrowers shall be deemed to constitute a refusal by the Administrative Agent and each Lender to extend the applicable date. Each Borrower confirms that the Administrative Agent and each Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Maturity Date. The Borrowers shall give prompt notice to the Backup Servicer and the Collateral Custodian as to whether or not the Maturity Date has been extended. In the event that the Administrative Agent rejects (or is deemed to reject) a request by the Borrowers under this Section 2.1(c), then the Administrative Agent acknowledges that the right of first refusal set forth in Section 13.18 shall not apply with respect to any facilities proposed to close on or after the Facility Termination Date.

(d)                                 The Borrowers may, with the written consent of the Administrative Agent and the applicable Lender, add additional Persons as Lenders or cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Facility Amount. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent and the Borrowers a Joinder Supplement.

Section 2.2.                                          Procedures for Loans by Lenders.

(a)                                  No later than (I) two (2) Business Days prior to each proposed Funding Date with respect to Receivables being acquired from Sellers of Receivables included in the Collateral on a prior Funding Date and (II) five (5) Business Days prior to each proposed Funding Date with respect to Receivables being acquired from Sellers of Receivables not previously included in the Collateral, the Borrowers shall deliver (or cause to be delivered):

(i)                                     to the Administrative Agent, the Backup Servicer and the Collateral Custodian, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated to the date such Loan is requested and giving pro forma effect to the Loan requested and the use of the proceeds thereof);

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(ii)                                  to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered; and

(iii)                               to the Administrative Agent and the Collateral Custodian, a duly completed Funding Request which shall (a) specify the desired amount of such Loan, which amount must be at least equal to $250,000, (b) specify the proposed Funding Date of such Loan, (c) specify the Receivables to be financed on such Funding Date, including the appropriate file number and Outstanding Receivable Balance for each such Receivable, and (d) include a representation that all conditions precedent for a Loan described in Article III hereof have been met.

(b)                                 Each Funding Request shall be irrevocable and the Borrowers shall be limited to two (2) Loans per week (in total); provided that the Lenders in their sole discretion may allow for additional Loans to be made in excess of the above limitation; provided further that each such additional Loan, if approved, shall be subject to a $2,500 administration fee.

(c)                                  On the proposed Funding Date, subject to the limitations set forth in Section 2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, each Lender shall make available to the applicable Borrower in same day funds, at such bank or other location reasonably designated by the applicable Borrower in the Funding Request given pursuant to this Section 2.2, an amount equal to such Lender’s Pro Rata Share of the least of (i) the amount requested by the Borrowers for such Loan, (ii) the aggregate unused Commitments then in effect, and (iii) an amount equal to the Maximum Outstanding Loan Amount on such Funding Date.

(d)                                 On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any such Loan shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrowers shall not relieve any other Lender of its obligation hereunder.

Section 2.3.                                          Restriction on Repayments.

No Borrower shall be permitted to repay the Loans Outstanding applicable to it prior to the eighteen (18) month anniversary of the Closing Date. Thereafter, the Borrowers shall be entitled, at their option, to repay in whole or in part the Loans Outstanding; provided that (i) the Borrowers shall give ten (10) Business Days’ prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent and (ii) the Borrowers shall pay the related Prepayment Premium in connection therewith. Notwithstanding the foregoing, (A) if the Borrowers repay the Loans Outstanding in full prior to the eighteen (18) month anniversary of the Closing Date, the Borrowers shall pay the Full Prepayment Make-Whole Fee to the Administrative Agent, for the benefit of the Lenders and (B) if the Borrowers repay the Loans Outstanding in part prior to the eighteen (18) month anniversary of the Closing Date, the Borrowers shall pay the Partial Prepayment Make-Whole Fee to the Administrative Agent, for the benefit of the Lenders on the first Business Day following the eighteen (18) month anniversary of the Closing Date. In connection with any such reduction of Loans Outstanding, the Borrowers shall deliver to the Administrative Agent (i) instructions to reduce such Loans Outstanding and (ii) funds sufficient to repay such Loans Outstanding and all accrued interest

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with respect thereto. The Administrative Agent shall promptly notify the Lenders of receipt of such instructions and shall apply amounts received from the Borrowers pursuant to this Section 2.3 to the payment of Loans Outstanding. Any Notice of Reduction of Loans Outstanding relating to any repayment pursuant to this Section 2.3 shall be irrevocable. Reductions of Loans Outstanding shall be applied ratably to the A-1 VFN and A-2 VFN based on the respective outstanding principal balances thereof. For the avoidance of doubt, the application of Collections received in the ordinary course shall not constitute a “repayment” or “prepayment” by the Borrowers for purposes of this Section 2.3.

Section 2.4.                                          Determination of Interest.

(a)                                  The Administrative Agent shall determine, in accordance with the terms of this Agreement, the Interest Rate and the Interest (including unpaid Interest related thereto, if any, due and payable on a prior Payment Date) to be paid by the Borrowers with respect to the Loans on each Payment Date for the related Accrual Period and shall advise the Servicer and each Lender thereof not later than 2:00 p.m. on the third Business Day following the end of each Collection Period. The Borrowers shall pay all Interest due for each applicable Accrual Period pursuant to Section 2.7 or 2.8, as applicable.

(b)                                 Anything in this Agreement or the other Transaction Documents to the contrary notwithstanding, if at any time the rate of interest payable by any Person under this Agreement and the Transaction Documents exceeds the highest rate of interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Agreement and the Transaction Documents shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and the Transaction Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest under this Agreement and the Transaction Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had Applicable Law not limited the interest rate payable under this Agreement and the Transaction Documents. In no event shall the total interest received by a Lender under this Agreement and the Transaction Documents exceed the amount that such Lender could lawfully have received, had the interest due under this Agreement and the Transaction Documents been calculated since the Closing Date at the Maximum Lawful Rate.

Section 2.5.                                          Notations on Variable Funding Notes.

The Administrative Agent is hereby authorized to enter on a schedule attached to the VFNs a notation (which may be computer generated) or to otherwise record in its internal books and records or computer system with respect to each Loan under the applicable VFN made by each Lender of (a) the date and principal amount thereof and (b) each payment and repayment of principal thereof. Any such recordation shall, absent manifest error, constitute prima facie evidence of the Loans Outstanding under such VFN. The failure of the Administrative Agent to make any such notation on the schedule attached to a VFN shall not limit or otherwise affect the obligation of the Borrowers to repay the Loan in accordance with the terms set forth herein.

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Section 2.6.                                          Principal Repayments.

(a)                                  Unless sooner prepaid pursuant to Section 2.3, Section 2.7, Section 2.8 or Section 10.2, the Loans Outstanding shall be repaid in full on the Termination Date (with such payments to be applied ratably to the A-1 VFN and the A-2 VFN based on the respective outstanding principal balances thereof).

(b)                                 If at any time the Loans Outstanding exceed the Maximum Outstanding Loan Amount (including as a result of an Eligible Receivable becoming a Defaulted Receivable), the Borrowers shall within five (5) Business Days of the actual knowledge of such shortfall by a Responsible Officer cure such shortfall by (i) depositing into the Collection Account amounts sufficient to reduce the Loans Outstanding (with such payments to be applied ratably to the A-1 VFN and the A-2 VFN based on the respective outstanding principal balances thereof) or (ii) adding additional Eligible Receivables to the Collateral.

Section 2.7.                                          Settlement Procedures During the Revolving Period.

On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Servicing Report (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds in reliance on the information set forth in such Servicing Report) to the following Persons, the following amounts in the following order of priority:

(1)                                  to each Hedge Counterparty, pro rata, based on the respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any unpaid Hedge Breakage Costs with respect thereto;

(2)                                  (A) first, to each Sub-Servicer, in an amount equal to the lesser of (I) any accrued and unpaid Sub-Servicer Fees and (II) an amount equal to the Servicing Fees accrued with respect to the Receivables subserviced by the applicable Sub-Servicer and (B) second, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees (less any Sub-Servicer Fees distributed under clause (A)) and any reimburseable expenses of any successor Servicer; provided that for so long as ***** is the Servicer it shall not be entitled to any Servicing Fees pursuant to this clause (2);

(3)                                  pro rata in accordance with the amounts due under this clause and to the extent not paid by the Originator, to the Backup Servicer and the Collateral Custodian, pro rata, in an amount equal to (i) any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, and (ii) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer or Collateral Custodian hereunder, in respect of which the Backup Servicer or the Collateral Custodian, as applicable, has provided prior written notice setting forth such expenses in reasonable detail to the Servicer and the Administrative Agent, for the payment thereof, provided that amounts payable pursuant to this sub-clause (ii) shall not exceed $5,000 for any Payment Date;

(4)                                  to the Administrative Agent, on behalf of the Lenders, in an amount equal to any accrued and unpaid Interest, Unused Fees and any other fees or expenses due and payable to the Lenders hereunder;

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(5)                                  to the Administrative Agent, for the account of each applicable Lender in reduction of the Loans Outstanding, an amount equal to the Required Reduction Amount, if any;

(6)                                  to *****, for so long as it is the Servicer, in an amount equal to any accrued and unpaid Servicing Fees (less any Sub-Servicer Fees paid pursuant to clause (2)(A) above);

(7)                                  pro rata in accordance with the amounts due under this clause, to the Administrative Agent, any applicable Lender, the Backup Servicer, the Collateral Custodian, any successor Servicer, the Indemnified Parties or the Secured Parties, all other amounts, including any expenses, Increased Costs, Taxes or Indemnified Amounts, but other than the principal and interest of the Loans Outstanding, then due under this Agreement; and

(8)                                  to the extent that, after giving effect to such release, the Maximum Outstanding Loan Amount would exceed $0, any remaining amounts shall be distributed to the Borrowers as directed by the Servicer.

Section 2.8.                                          Settlement Procedures During the Amortization Period.

On each Payment Date during the Amortization Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Servicing Report (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds in reliance on the information set forth in such Servicing Report) to the following Persons, the following amounts in the following order of priority:

(1)                                  to each Hedge Counterparty, pro rata, based on the respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any unpaid Hedge Breakage Costs with respect thereto;

(2)                                  (A) first, to each Sub-Servicer, in an amount equal to the lesser of (I) any accrued and unpaid Sub-Servicer Fees and (II) an amount equal to the Servicing Fees accrued with respect to the Receivables subserviced by the applicable Sub-Servicer and (B) second, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees (less any Sub-Servicer Fees distributed under clause (A)) and any reimburseable expenses of any successor Servicer; provided that for so long as ***** is the Servicer it shall not be entitled to any Servicing Fees pursuant to this clause (2);

(3)                                  pro rata in accordance with the amounts due under this clause and to the extent not paid by the Originator, to the Backup Servicer and the Collateral Custodian, pro rata, in an amount equal to (i) any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, and (ii) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer or Collateral Custodian hereunder, in respect of which the Backup Servicer or the Collateral Custodian, as applicable, has provided prior written notice setting forth such expenses in reasonable detail to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this sub-clause (ii) shall not exceed $5,000 for any Payment Date;

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(4)                                  to the Administrative Agent, on behalf of the Lenders, in an amount equal to any accrued and unpaid Interest, Unused Fee and any other fees or expenses due and payable to the Lenders hereunder;

(5)                                  to the Administrative Agent, for the account of each applicable Lender, an amount necessary to reduce the Loans Outstanding and other Aggregate Unpaids payable to the Lender hereunder to zero;

(6)                                  to *****, for so long as it is the Servicer, in an amount equal to any accrued and unpaid Servicing Fees (less any Sub-Servicer Fees period pursuant to clause(2)(A) above);

(7)                                  pro rata in accordance with the amounts due under this clause, to the Backup Servicer, the Collateral Custodian, any successor Servicer, the Indemnified Parties or the Secured Parties, all other amounts, including any Increased Costs, Taxes or Indemnified Amounts; and

(8)                                  any remaining amounts shall be distributed to the Borrowers as directed by the Servicer.

Section 2.9.                                          Collections and Allocations.

(a)                                  Collections. The Servicer shall (or shall cause the applicable Sub-Servicer to do so on its behalf) direct each Obligor on the Receivables to make payments only to one of the Lockbox Accounts listed on Schedule VI, as such Schedule VI may be amended from time to time. The LLC Borrower, the Servicer and the Trust II Borrower shall wire transfer, or cause to be wire transferred, all Collections received in the Lockbox Accounts related to Receivables acquired by the LLC Borrower pursuant to its Sale Agreement (or, in the case of the Trust II Borrower, the Receivables acquired by it from the LLC Borrower pursuant to the Purchase Agreement) or received directly by it to the Collection Account by the close of business on the Business Day following receipt. The Trust Borrower and the Trust II Borrower shall wire transfer, or cause to be wire transferred, to the Concentration Account by the close of business on each Business Day, all Collections received in the Lockbox Accounts related to Receivables acquired by either of the Trust Borrower and the Trust II Borrower pursuant to the Sourcing and Servicing Agreement or the Purchase Agreement, as applicable, or received directly by either of them. Pursuant to the Concentration Account Agreement, both the Trust Borrower and the Trust II Borrower shall cause the applicable Collections to be transferred from the Concentration Account to the Collection Account within one (1) Business Day of deposit therein. The Servicer shall further include a statement as to the amount of Collections on deposit in the Collection Account on each Reporting Date in the Servicing Report delivered pursuant to Section 6.8(a).

(b)                                 Excluded Amounts. With the prior written consent of the Administrative Agent, the Servicer may withdraw from the Collection Account (not more than once per week) any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent a report (a copy of which (together with the written consent of the Administrative Agent) will be provided by the Servicer to the Backup

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Servicer and Collateral Custodian) setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent.

(c)                                  Initial Deposits. On the Funding Date with respect to any Loan, the Servicer will direct (which direction may take the form of standing instructions) the Collateral Custodian in writing to deposit into the Collection Account all Collections received in respect of such Receivable after the applicable cutoff date established in connection with the acquisition thereof (if other than the Funding Date) and delivered to the Collateral Custodian.

(d)                                 Investment of Funds. Prior to the occurrence and continuance of an Event of Default, to the extent there are uninvested amounts deposited in the Collection Account, all such amounts shall be invested in Permitted Investments selected by the initial Servicer in written instructions delivered to the Collateral Custodian (which may be in the form of standing instructions); during the continuance of an Event of Default, to the extent there are uninvested amounts in the Collection Account, all such amounts may be invested in Permitted Investments selected by the Administrative Agent. All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the Collection Account and shall be applied on each Payment Date pursuant to the provisions of Section 2.7 or Section 2.8, as applicable. All investments shall be subject to availability. Absent receipt of instructions as contemplated herein, the Collateral Custodian shall have no obligation to invest any funds. Each Permitted Investment may be purchased by or through the Collateral Custodian or its Affiliates. The Collateral Custodian shall have no responsibility for the performance of any Permitted Investment.

Section 2.10.                                   Payments, Computations, Etc.

(a)                                  Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrowers or the initial Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 2:00 p.m. on the day when due in lawful money of the United States in immediately available funds and any amount not received before such time shall be deemed received on the next Business Day. The Borrowers or the initial Servicer, as applicable, shall, to the extent permitted by law, pay to the Administrative Agent (for the benefit of the applicable Secured Parties) interest on all amounts not paid or deposited when due hereunder at the Default Rate upon written notice of same, as applicable, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the basis of a year consisting of 360 days for the actual number of days elapsed.

(b)                                 Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest or any fee payable hereunder, as the case may be.

(c)                                  If any Loan is requested by the Borrowers pursuant to Section 2.2 and is not effectuated as a result of a Borrower’s actions or failure to fulfill any condition under Section 3.2, as the case may be, on the date specified therefor, the applicable Borrower shall indemnify

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the applicable Lenders against any reasonable direct loss, cost or expense actually incurred by such Lenders, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the applicable Lender to fund or maintain such Loan.

Section 2.11.                                   Fees.

(a)                                  The Borrowers shall pay in accordance with Section 2.7(4) and Section 2.8(4) an unused fee (the “Unused Fee”), monthly in arrears, in an amount equal to (i) the Maximum Committed Amount minus (ii) the sum of the average daily balance of each of (w) the Loans Outstanding, and (x) the outstanding principal balance of the Term Loan times (iii) 0.25% divided by (iv) 12.  No Unused Fee shall accrue during the Amortization Period.

Section 2.12.                                   Increased Costs; Capital Adequacy; Illegality.

(a)                                  If after the Closing Date either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by a Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (1) subject a Lender to any Tax (except net income, gross income or franchise and similar taxes imposed on any Lender by a taxing jurisdiction in which any such Person is organized, conducts business or is paying taxes (as the case may be)), duty or other charge with respect to any interest in the Collateral, or any right or obligation to make the Loan hereunder, or on any payment made hereunder, (2) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender under this Agreement or any other Transaction Document or (3) impose any other condition affecting the ownership or security interest in the Collateral conveyed to the Lenders hereunder or any Lender’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to any Lender or to reduce the amount of any sum received or receivable by a Lender under this Agreement or under any other Transaction Document, then on the Payment Date following demand by such Lender (or the next Payment Date, if such demand is given less than five (5) days prior to a Payment Date) (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such additional or increased cost incurred or such reduction suffered.

(b)                                 If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Lender with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by a Lender with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Lender could have achieved but for such introduction, change or compliance

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(taking into consideration the policies of such Lender with respect to capital adequacy) by a material amount, then from time to time, on the Payment Date following demand by such Lender (or the next Payment Date, if such demand is given less than five (5) days prior to a Payment Date) (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such reduction.  For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of the Originator or the Borrowers with the assets and liabilities of any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss or any Lender, such event shall constitute a circumstance on which such Lender may base a claim for reimbursement under this Section 2.12.

(c)                                  In determining any amount provided for in this Section 2.12, the Lender may use any reasonable averaging and attribution methods.  Any Lender making a claim under this Section 2.12 shall submit to the Servicer a written description in reasonable detail as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent manifest error.

(d)                                 Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand or receive such compensation.  The Borrowers shall not be required to compensate a Lender for any loss, cost or expense under this Section unless a claim therefor has been made within 180 days of knowledge thereof by such Lender.

Section 2.13.                                   Taxes.

(a)                                  All payments made by a Borrower or the initial Servicer (on behalf of the Borrowers) under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes.  If any Taxes are required to be withheld from any amounts payable hereunder, then the amount payable to such Person will be increased (the amount of such increase, the “Additional Amount”) such that every net payment made under this Agreement after withholding for or on account of any Taxes (including, without limitation, any Taxes on such increase) is not less than the amount that would have been paid had no such deduction or withholding been made; provided that no Additional Amount shall be payable hereunder to any Person to the extent such amount is payable as a result of the failure of such Person to comply with Section 2.13(d).  The foregoing obligation to pay Additional Amounts with respect to payments required to be made by the Borrowers under this Agreement will not, however, apply with respect to net income, gross income or franchise and similar taxes imposed on the Administrative Agent or any Lender.

(b)                                 The initial Servicer will indemnify (and to the extent the indemnification provided by the initial Servicer is insufficient, the Borrowers will indemnify) each Lender for the full amount of Taxes payable by such Persons in respect of Additional Amounts and any liability (including interest and expenses) arising therefrom or with respect thereto; provided that no

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indemnification shall be payable hereunder to any Person to the extent such amount is payable as a result of the failure of such Person to comply with Section 2.13(d).  All payments in respect of this indemnification shall be made on the Payment Date following the date a written invoice therefor setting forth in reasonable detail the basis and calculation of such amounts is delivered to the Borrowers.  In the event any Secured Party receives a refund of any amount paid by a Borrower or the initial Servicer pursuant to this Section 2.13, as long as no Event of Default has occurred and is continuing, such Secured Party shall promptly remit such refunded amount to the applicable Borrower(s) or the initial Servicer, as applicable.

(c)                                  Within thirty (30) days after the date of any payment by the Borrowers of any Taxes, the Borrowers will furnish to the Administrative Agent appropriate evidence of payment thereof.

(d)                                 If any Lender is not created or organized under the laws of the United States or a political subdivision thereof, such Lender (or the Administrative Agent on the Lender’s behalf) shall deliver to the Borrowers, with a copy to the Administrative Agent, the Collateral Custodian and the Servicer, (i) within fifteen (15) days after the date such Lender becomes party to the applicable Transaction Documents, two (or such other number as may from time to time be prescribed by Applicable Law) duly completed copies of IRS Form W-8BEN or Form W-8ECI (or any successor forms or other certificates or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Law), as appropriate, to permit the Borrowers to make payments hereunder for the account of such Lender without deduction or withholding of United States federal income or similar Taxes and (ii) upon the obsolescence of or after the occurrence of any event requiring a change in, any form or certificate previously delivered pursuant to this Section 2.13(d), copies (in such numbers as may from time to time be prescribed by Applicable Law or regulations) of such additional, amended or successor forms, certificates or statements as may be required under Applicable Law to permit the Borrowers to make payments hereunder for the account of such Lender without deduction or withholding of United States federal income or similar Taxes (and, in either case, the Borrowers shall be permitted to withhold, without penalty or liability, amounts it deems reasonably necessary if such documentation is not delivered hereunder).  Notwithstanding the foregoing, any additional costs or expenses that are due to the fact that a Lender is not created or organized in the United States shall not be passed through to the Borrowers.

(e)                                  Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers and the Servicer contained in this Section 2.13 shall survive the termination of this Agreement.

Section 2.14.                                   Assignment of the Sale Agreement, Purchase and Sale Agreements and Dealer Agreements.

Each Borrower hereby assigns to the extent of its interest therein, to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of such Borrower’s right, title and interest in and to, but none of its obligations under, the Sale Agreements, each Purchase and Sale Agreement (including all recourse obligations of the applicable Sellers), the Dealer Agreements (including all buyback obligations of the applicable Dealers) and any UCC financing statements filed under or in connection therewith with respect to the Receivables.  In

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furtherance and not in limitation of the foregoing, each of the Borrowers hereby assigns to the Administrative Agent, for the benefit of the Secured Parties, its right to indemnification under the Sale Agreements and the Purchase and Sale Agreements with respect to the Receivables.  The Borrowers confirm that (i) at any time during the continuance of an Event of Default and (ii) otherwise, upon written notice to the Borrowers and the Servicer by the Administrative Agent, the Administrative Agent, on behalf of the Secured Parties, shall have the sole right to enforce a Borrower’s rights and remedies under the Sale Agreements, the Purchase and Sale Agreements (including all recourse guaranty obligations of the Sellers) and the Dealer Agreements (including all buyback obligations of the applicable Dealers) with respect to the Receivables for the benefit of the Secured Parties.

Section 2.15.                                   Repurchase of Receivables.

Within ten (10) Business Days of the day a Receivable is (or becomes) subject to a Warranty Event, the Borrowers shall either: (i) make a deposit to the Collection Account (for allocation pursuant to Sections 2.7 or 2.8, as applicable) in immediately available funds in an amount equal to the Outstanding Receivable Balance of such Receivable on the date of such payment, and any accrued and unpaid interest thereon, or (ii) replace such Receivable with a substitute Receivable (a “Substitute Receivable”), provided, that such Substitute Receivable: (a) shall be an Eligible Receivable, and (b) prior to such Substitution, the Borrowers shall deliver the related Required Receivable File to the Collateral Custodian and the Collateral Custodian shall have provided a Collateral Receipt with no exceptions to the Administrative Agent.

ARTICLE III

CONDITIONS TO CLOSING AND LOANS

Section 3.1.                                          Conditions to Closing and the Initial Loan.

No Lender shall be obligated to make any Loan hereunder after the Effective Date until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent:

(a)                                  The Trust II Borrower has provided evidence satisfactory to the Administrative Agent that such entity has been duly organized, and is validly existing in good standing, under the laws of the state of its formation, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times and now has all necessary power, authority and legal right to acquire, own, sell and pledge the Receivables, as applicable;

(b)                                 Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements, financing statements, control agreements, security agreements, insurance certificates and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of condition precedent

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documents attached hereto as Schedule I, in each such case in form and substance reasonably satisfactory to the Administrative Agent;

(c)                                  The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Trust II Borrower has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from the Trust II Borrower in form and substance reasonably satisfactory to the Administrative Agent affirming that no such consents or approvals are required;

(d)                                 The Borrowers, the Servicer and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits E-1, E-2, E-3, E-4 and E-5, as applicable;

(e)                                  The Borrowers and the initial Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits F-1, F-2, F-3 and F-4, as applicable;

(f)                                    The Borrowers, the Servicer and the Originator shall each have delivered to the Administrative Agent a certificate as to Solvency in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇ ▇-▇ and D-5, as applicable;

(g)                                 The Administrative Agent shall have received a duly executed copy of the A-1 Variable Funding Note, in a principal amount of $25,000,000 and a duly executed copy of the A-2 Variable Funding Note, in a principal amount of $25,000,000; and

(h)                                 The Backup Servicer has taken, and the Servicer and each applicable Sub-Servicer have permitted, all necessary action to obtain access and the information from the Servicer’s and Sub-Servicer’s servicing system to perform its responsibilities hereunder.

Section 3.2.                                          Conditions Precedent to All Loans.

Each Loan under this Agreement (each, a “Transaction”) shall be subject to the further conditions precedent that:

(a)                                  The Borrowers shall have delivered (or caused to be delivered on their behalf) to the Administrative Agent (with a copy to the Collateral Custodian and the Backup Servicer) no later than (I) two (2) Business Days prior to the related Funding Date with respect to Receivables being acquired from Sellers of Receivables included in the Collateral on a prior Funding Date and (II) five (5) Business Days prior to the related Funding Date with respect to Receivables being acquired from Sellers of Receivables not previously included in the Collateral:

(i)                                     a Borrowing Notice, a Borrowing Base Certificate, a Receivables List and, if applicable, a Servicing Report; and

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(ii)                                  if applicable, a Sale Assignment substantially in the form of Exhibit A to the Sale Agreement (with respect to the LLC Borrower only) including Schedule I thereto and containing such additional information as may be reasonably requested by the Administrative Agent; and

(b)                                 On the date of such Transaction the following shall be true and correct (both before and immediately after giving effect to such Transaction) and the Borrowers and the Servicer shall have certified in the related Borrowing Notice that all conditions precedent to the requested Transaction have been satisfied and shall thereby be deemed to have certified that:

(i)                                     The representations and warranties contained in Section 4.1 and Section 4.3 are true and correct in all material respects on and as of such day (except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) as though made on and as of such day and shall be deemed to have been made on such day;

(ii)                                 No event has occurred, or would result from such Transaction, that constitutes (A) an Event of Default (unless such Event of Default has been waived in writing by the Administrative Agent) or Unmatured Event of Default (unless such Unmatured Event of Default is no longer continuing) or (B) an “Event of Default” (unless such event has been waived in writing pursuant to the terms of the Term Credit Agreement) or “Unmatured Event of Default” (unless such event is no longer continuing) under (and as defined in) the Term Credit Agreement or any other credit facility between any Affiliate of the Originator and any Affiliate of the Administrative Agent;

(iii)                              On and as of such day, after giving effect to such Transaction, the Maximum Outstanding Loan Amount shall be greater than or equal to $0; and

(iv)                             To the knowledge of the Borrowers, no Applicable Law shall prohibit or enjoin the Borrowers from entering into such Transaction.

(c)                                  The applicable Borrower shall have delivered to the Collateral Custodian, no later than 2:00 p.m. (I) two (2) Business Days prior to the related Funding Date with respect to Receivables being acquired from Sellers of Receivables included in the Collateral on a prior Funding Date and (II) five (5) Business Days prior to the related Funding Date with respect to Receivables being acquired from Sellers of Receivables not previously included in the Collateral, the Required Receivable File;

(d)                                 The Amortization Period shall not have commenced and no Event of Default shall have occurred and be continuing;

(e)                                  On the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require; and

(f)                                    The Administrative Agent shall have received from the Borrowers or the Servicer on behalf of the Borrowers, a copy of the Purchase and Sale Agreement with respect to the Receivables, if any, being acquired by the LLC Borrower (if not previously delivered to the

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Administrative Agent), all hedging confirmations required in connection with such Transaction, any Sub-Servicing Agreements then in effect with respect to the Receivables being acquired (if not previously delivered to the Administrative Agent), and copies of the applicable Dealer Agreement (if any) for each such Receivable, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Section 3.3.                                          Permitted Investments.

Each time that the Borrowers (or the initial Servicer on behalf of the Borrowers) shall direct or cause the acquisition of any Permitted Investment, the Borrowers shall (or the initial Servicer on behalf of the Borrowers), if such Permitted Investment has not already been transferred or credited to the Collection Account, cause all Permitted Investments acquired by the Borrowers to be transferred to the Collateral Custodian for credit to the appropriate Account, in each case for the benefit of the Administrative Agent by one of the following means (and shall take any and all other actions necessary to create in favor of the Administrative Agent a valid, perfected, first priority security interest (subject to Permitted Liens) in each Permitted Investment granted to the Administrative Agent under laws and regulations (including without limitation Articles 8 and 9 of the UCC, as applicable) in effect at the time of such grant):

(i)                                     in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Administrative Agent or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument or Security Certificate to the Collateral Custodian at the address specified in Schedule III hereto and (B) causing the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at the address specified in Schedule III hereto;

(ii)                                 in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) cooperating in causing such registration to remain effective and not take any action to the contrary;

(iii)                              in the case of any Security Entitlement, by causing the Administrative Agent to become the Entitlement Holder of such Security Entitlement; or

(iv)                             in the case of general intangibles (including any loan not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of financing statements naming each Borrower as a debtor and the Administrative Agent as secured party and describing the Permitted Investment as the collateral at the filing office of the Secretary of State for the State of Delaware (in the case of Borrowers).

Section 3.4.                                          ***** Consent

(a)                                  *****, in its capacity as Administrative Agent under the Term Credit Agreement, hereby (i) consents to the amendment of the LLC Borrower’s limited liability company agreement in order to permit the LLC Borrower to enter into this Agreement and the other Transaction Documents, as applicable, and (ii) agrees that LLC Borrower’s execution and delivery of and performance under this Agreement and the other Transaction Documents

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(including the LLC Borrower’s ownership of the Trust Borrower) shall not constitute a breach or violation of any of the representations, warranties, covenants or other agreements set forth in the Term Credit Agreement or the other “Transaction Documents” (as defined in the Term Credit Agreement) and the security interest granted in the Collateral hereunder shall constitute a “Permitted Lien” (under and as defined in the Term Credit Agreement) for purposes of all of the “Transaction Documents” (as defined in the Term Credit Agreement).

(b)                                 *****, in its capacity as Administrative Agent under this Agreement, hereby agrees that LLC Borrower’s execution and delivery of and performance under the Term Credit Agreement and the other “Transaction Documents” (as defined in the Term Credit Agreement) shall not constitute a breach or violation of any of the representations, warranties, covenants or other agreements set forth in this Agreement or the other Transaction Documents and the security interest granted in the Collateral hereunder or thereunder shall constitute a Permitted Lien for purposes of all of the Transaction Documents.

(c)                                  *****, in its capacity as Administrative Agent under this Agreement, hereby consents to the sale and assignment from time to time of certain receivables and related assets by the Trust Borrower and the LLC Borrower, as applicable, to the Trust II Borrower upon the terms and conditions set forth in the Purchase Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1.                                          Representations and Warranties of the Borrowers.

Each Borrower represents and warrants as to itself and the Collateral in which it has an interest as follows as of the Effective Date, each Funding Date, and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:

(a)                                  Organization and Good Standing.  It has been duly formed, and is validly existing as a limited liability company or statutory trust, as applicable, in good standing, under the laws of the State of Delaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has all necessary power, authority and legal right to acquire, own, sell and pledge the Collateral.

(b)                                 Due Qualification.  It is duly qualified to do business as a limited liability company or statutory trust, as applicable, and has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the conduct of its business requires such qualifications, licenses or approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)                                  Power and Authority; Due Authorization; Execution and Delivery.  It (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, and (b) carry out the terms of the

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Transaction Documents to which it is a party, and (ii) has duly authorized, by all necessary limited liability company or statutory trust, as applicable, action, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the assignment of a security interest in the Collateral on the terms and conditions herein provided.  This Agreement and each other Transaction Document to which it is a party have been duly executed and delivered by it.

(d)                                 Binding Obligation.  This Agreement and each other Transaction Document to which it is a party constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and by general principles of equity (whether considered in a suit at law or in equity).

(e)                                  No Violation.  The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, its applicable organizational documents or any Contractual Obligation of it, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of its properties pursuant to the terms of any such Contractual Obligation, other than this Agreement, or (iii) violate in any Applicable Law applicable to it, in each case except to the extent that failure to do so could not reasonably be expected to have Material Adverse Effect.

(f)                                    No Proceedings.  There is no litigation, proceeding or investigation pending or, to the best knowledge of it, threatened against it, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party or (iii) seeking any determination or ruling that could reasonably be expected to have Material Adverse Effect.

(g)                                 Consents.  All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority (if any) required to be made or obtained by it for the due execution, delivery and performance by it of this Agreement and any other Transaction Document to which it is a party have been obtained except to the extent that failure to do so could not reasonably be expected to have Material Adverse Effect.

(h)                                 Solvency.  It is not the subject of any Insolvency Proceedings or Insolvency Event.  The transactions under this Agreement and any other Transaction Document to which it is a party do not and will not render it not Solvent.

(i)                                     Taxes.  It has filed or caused to be filed all tax returns that are required to be filed by it (or has been granted appropriate extensions) and has paid or made adequate provisions for the payment of all Taxes and all assessments made against it or any of its property (other than (i) any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of it, (ii) any Tax less than thirty (30) days overdue and (iii) any filings that the failure to so file could not reasonably be expected to have a Material Adverse

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Effect), and no tax lien has been filed and, to its knowledge, no claim is being asserted, with respect to any such Tax or assessment.

(j)                                     Exchange Act Compliance; Regulations T, U and X.  None of the transactions contemplated herein or in the other Transaction Documents will cause it to violate or result in a violation by it of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.  It does not own or intend to carry or purchase, and no proceeds from the Loans will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.

(k)                                  Security Interest.

(i)                                     This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens);

(ii)                                 the Receivables and Related Security constitute “instruments”, “general intangibles”, “tangible chattel paper” or “accounts” (each as defined in the applicable UCC);

(iii)                              with respect to Collateral that constitute “security entitlements”:

(1)                                  all of such security entitlements have been credited to one of the Accounts and the securities intermediary for each Account has agreed to treat all assets credited to such Account as “financial assets” within the meaning of the applicable UCC;

(2)                                  it has taken all steps necessary to cause the securities intermediary to identify in its records the Administrative Agent as the Person having a security entitlement against the securities intermediary in each of the Accounts; and

(3)                                  the Accounts are not in the name of any Person other than the LLC Borrower.  The LLC Borrower has not authorized or allowed the securities intermediary of any Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that until the Administrative Agent delivers a notice of exclusive control under the Securities Account Control Agreement, the Borrowers and the Servicer may cause cash in the Accounts to be invested in Permitted Investments.

(iv)                             all Accounts constitute “securities accounts” as defined in the applicable UCC;

(v)                                it owns and has good and marketable title to the Collateral (including all Receivables added to the Collateral on the applicable Funding Date therefor) free and clear of any Lien (other than Permitted Liens) of any Person;

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(vi)                             it has received all consents and approvals required by the terms of any Receivable to the granting of a security interest in such Receivable hereunder to the Administrative Agent, on behalf of the Secured Parties;

(vii)                         all appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement in the Receivables and in the other Collateral, to the extent that a security interest in such other Collateral may be perfected by the filing of a financing statement;

(viii)                      other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement or as otherwise permitted in accordance with the Transaction Documents, it has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral.  It has not authorized the filing of and is not aware of any financing statements against itself that includes a description of collateral covering the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof.  It is not aware of the filing of any judgment or tax lien filings against itself;

(ix)                              all original executed copies of each instrument that constitute or evidence each Receivable has been delivered to the Collateral Custodian;

(x)                                 it has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each instrument that constitutes or evidences each Receivable solely on behalf of and for the benefit of the Secured Parties;

(xi)                              none of the Underlying Instruments that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties, and other than markings related to debt paid in full prior to the inclusion of such Receivable in the Collateral;

(xii)                           with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by it of such certificated security; and

(xiii)                        with respect to Collateral that constitutes an “uncertificated security”, the Administrative Agent is registered as the registered owner of such uncertificated security.

(l)                                     Reports Accurate.  All Servicing Reports (if prepared by it, or to the extent that information contained therein is supplied by it), information, exhibits, financial statements, documents, books, records or reports furnished by it to the Administrative Agent, Servicer,

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Backup Servicer, Collateral Custodian or any Secured Party pursuant to this Agreement are true, complete and correct in all material respects.

(m)                               Location of Offices.  Its location (within the meaning of Article 9 of the UCC) is Delaware.  The office where it keeps all the Records is at the address of it referred to in Annex A hereto (or at such other locations as to which the notice and other requirements specified in Section 5.2(g) shall have been satisfied).  Its Federal Employee Identification Number is correctly set forth on Exhibit E-1.  It has not changed its name (whether by amendment of its certificate of formation, by reorganization or otherwise) or its jurisdiction of organization and has not changed its location for purposes of the applicable UCC within the four (4) months preceding the Closing Date.

(n)                                 Tradenames.  It has no trade names, fictitious names, assumed names or “doing business as” names or other names under which it has done or is doing business.

(o)                                 Sale Agreement.  The Sale Agreement is the only agreement pursuant to which it acquires Receivables and Related Security.

(p)                                 Value Given.  It shall have given reasonably equivalent value to the Originator or the applicable Seller in consideration for the transfer to it of the Receivables and Related Security as contemplated by the applicable Sale Agreement and no such transfer shall have been made for or on account of an antecedent debt.

(q)                                 Accounting.  It accounts for the transfers to it of interests in the Receivables and Related Security under the Sale Agreement as financings of such Receivables and Related Security for tax purposes and sales for legal and all other purposes.

(r)                                    Special Purpose Entity.  It has not and shall not:

(i)                                     engage in any business or activity other than the purchase and receipt of Receivables and related assets, the pledge of Collateral and other transactions contemplated by the Transaction Documents, the transactions contemplated by the Term Credit Agreement (if applicable) and related transaction documents, and such other activities as are incidental to the foregoing;

(ii)                                  acquire or own any material assets other than (a) the Receivables and rights in the Related Security and the “Receivables” and “Related Security” (as defined in the Term Credit Agreement), (b) with respect to the LLC Borrower, the equity interests of the Trust Borrower and (c) incidental property as may be necessary for the operation of it and the performance of its obligations under the Transaction Documents and the “Transaction Documents” (as defined in the Term Credit Agreement);

(iii)                               merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case first obtaining the consent of the Administrative Agent, except as otherwise provided by the Transaction Documents and the “Transaction Documents” (as defined in the Term Credit Agreement);

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(iv)                              fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or, without the prior written consent of the Administrative Agent, make any material amendment or modification, or terminate or fail to comply with the material provisions of its organizational documents (which includes the special purpose entity limitations), or fail to observe limited liability company formalities;

(v)                                 own any Subsidiary or make any Investment in any Person without the consent of the Administrative Agent (provided that the LLC Borrower’s ownership of the Trust Borrower is hereby consented to by the Administrative Agent);

(vi)                              except as permitted by the Transaction Documents and the “Transaction Documents” (as defined in the Term Credit Agreement), commingle its assets or liabilities with the assets or liabilities of any of its Affiliates or any other Person;

(vii)                           incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than indebtedness under the Term Credit Agreement (with respect to the LLC Borrower) and the transaction documents related thereto, indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Aggregate Unpaids owed hereunder, except for trade payables in the ordinary course of its business, or as otherwise permitted in accordance with the Transaction Documents; provided that such debt is not evidenced by a note and is paid within thirty (30) days (or longer if in the normal course such debt is paid on terms greater than 30 days) of when due (unless otherwise contested in good faith by appropriate proceedings) and as otherwise permitted by the Transaction Documents;

(viii)                        become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due (unless otherwise contested in good faith by appropriate proceedings);

(ix)                                fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person;

(x)                                   enter into any contract or agreement with any Person, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than such Person in its reasonable judgment;

(xi)                                seek its dissolution or winding up in whole or in part;

(xii)                             fail to correct any known misunderstandings regarding the separate identity of the LLC Borrower, the Trust Borrower and the Originator (and, with respect to the Trust II Borrower, CLST Asset II, LLC) or any other Person;

(xiii)                          make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than the

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Receivables, cash and Permitted Investments and as otherwise permitted by the Transaction Documents and the “Transaction Documents” (as defined in Term Credit Agreement));

(xiv)                         fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Code and regulations;

(xv)                            actively hold itself out to the public such to represent that it is not a legal entity separate and distinct from any other Person or to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates);

(xvi)                         fail to maintain adequate capital for the reasonably foreseeable obligations of its business and contemplated business operations;

(xvii)                      file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors;

(xviii)                   permit any transfer (whether in any one or more transactions) of any direct or indirect ownership interest in itself to the extent it has the ability to control the same, unless it delivers to the Administrative Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer;

(xix)                           fail to pay the salaries of its own employees, if any, in light of its contemplated business operations;

(xx)                              acquire the securities of its Affiliates (except for the LLC Borrower’s ownership of the Trust Borrower);

(xxi)                           fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

(xxii)                        fail to use separate invoices bearing its own name;

(xxiii)                     pledge or permit the pledge of its assets for the benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder and the indebtedness to the “Secured Parties” under the Term Credit Agreement or as otherwise permitted in accordance with the Transaction Documents;

(xxiv)                    with respect to the LLC Borrower, fail at any time to have at least one independent manager or independent director (an “Independent Manager” or “Independent Director”) acceptable to the Administrative Agent (who is an employee of Lord Securities Corporation or another entity acceptable to the Administrative Agent) and who is not currently a director, officer, employee, trade creditor shareholder, manager or member (or spouse, parent, sibling or child of the foregoing) of (a) the Servicer, (b) any Borrower, (c) the Originator or (d) any principal or Affiliate of the Servicer, any Borrower or the Originator; provided that such Independent Manager may be an independent manager or an independent director of another special purpose entity affiliated with any Borrower, the Servicer or Originator; or fail to ensure

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that all limited liability company action relating to the selection or replacement of the Independent Manager or Independent Director, as applicable, are duly authorized by the unanimous vote of the board of managers (including the Independent Manager or Independent Director, as applicable); and

(xxv)                       with respect to the LLC Borrower, fail to provide in its organizational documents that the unanimous consent of all managers, as applicable (including the consent of the Independent Manager or Independent Director, as applicable) is required for the LLC Borrower to (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the LLC Borrower, (e) make any assignment for the benefit of the LLC Borrower’s creditors, and (f) take any action in furtherance of any of the foregoing; and

(xxvi)                    take or refrain from taking, as applicable, each of the activities specified in the non-consolidation opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of August 15, 2008 or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP , dated as of the date hereof, upon which the conclusions expressed therein are based.

(s)                                  Investment Company Act.  It is not, and is not controlled by, an “investment company” within the meaning of the 1940 Act or is exempt from the provisions of the 1940 Act.

(t)                                    ERISA.  Neither it nor any ERISA Affiliate thereof has any Benefit Plans or Multiemployer Plans.

(u)                                 Compliance with Law.  It has complied with all Applicable Laws to which it may be subject, and no item of Collateral contravenes any Applicable Law (including, without limitation, all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), in each case except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect.

(v)                                 Lockbox Accounts.  The name and address of the Lockbox Account Banks, together with the account numbers of the Lockbox Accounts of each Borrower at the applicable Lockbox Account Banks, is specified in Schedule VI (as may be amended).  The Lockbox Accounts are the only accounts to which Collections on the Collateral are to be sent.  The Borrowers have not granted any Person an interest in the Lockbox Accounts other than any master collection account arrangement consented to by the Administrative Agent.

(w)                               Amendments.  No Receivable has been amended, modified or waived following inclusion in the Collateral, except for amendments, modifications or waivers, if any, to such Receivable otherwise permitted under Section 6.4(a) of this Agreement and in accordance with the Credit and Collection Policy and the Servicing Standard.

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(x)                                   USA PATRIOT Act.  Neither it nor any Affiliate of such Borrower is (i) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.

(y)                                 Eligibility of Collateral.  The Receivables List is an accurate and complete listing of all Receivables and the information contained therein with respect to the identity of such Receivables and the amounts owing thereunder is true, correct and complete in all material respects, and each such Receivable included in the Borrowing Base is an Eligible Receivable.

(z)                                   No Fraud.  Each Receivable was originated, to the best knowledge of it, without any fraud or material misrepresentation by the Seller, the applicable dealer or the Obligor.

Section 4.2.                                          Representations and Warranties of the Servicer.

The initial Servicer represents and warrants as follows as of the Effective Date and as of each Measurement Date:

(a)                                  Organization and Good Standing.  The Servicer has been duly organized and is validly existing as a limited liability company, in good standing under the laws of its jurisdiction of organization, with all requisite organizational power and authority to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement.

(b)                                 Due Qualification.  The Servicer is duly qualified to do business as a limited liability company and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)                                  Power and Authority; Due Authorization; Execution and Delivery.  The Servicer (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized, by all necessary organizational action, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.  This Agreement and each other Transaction Document to which the Servicer is a party have been duly executed and delivered by the Servicer.

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(d)                                 Binding Obligation.  This Agreement and each other Transaction Document to which the Servicer is a party constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and general principles of equity (whether considered in a suit at law or in equity).

(e)                                  No Violation.  The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents or any Contractual Obligation of the Servicer, or (ii) violate any Applicable Law, in each case except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(f)                                    No Proceedings.  There is no litigation, proceeding or investigation pending or, to the best knowledge of the Servicer, threatened against the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Servicer is a party or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

(g)                                 Consents.  All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority (if any) required to be made or obtained by the Servicer for the due execution, delivery and performance by the Servicer of this Agreement and any other Transaction Document to which the Servicer is a party have been obtained except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(h)                                 Reports Accurate.  All Servicer Certificates, Servicing Reports, Borrowing Base Certificates and other written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by the Servicer to the Administrative Agent or any Lender pursuant to with this Agreement are true, correct and complete in all material respects.

(i)                                     Credit and Collection Policy.  The Servicer has complied in all material respects with the Credit and Collection Policy with regard to the origination, underwriting and servicing of the Receivables.

(j)                                     Solvency.  The Servicer is not the subject of any Insolvency Proceedings or Insolvency Event.  The transactions under this Agreement and any other Transaction Document to which the Servicer is a party do not and will not render the Servicer not Solvent.

(k)                                  Taxes.  The Servicer has filed or caused to be filed all tax returns that are required to be filed by it (or has been granted appropriate extensions).  The Servicer has paid or made adequate provisions for the payment of all Taxes and all assessments made against it or any of its property (other than (i) any amount of Tax the validity of which is currently being

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contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Servicer, (ii) any Tax less than thirty (30) days overdue and (iii) any filings that the failure to so file could not reasonably be expected to have a Material Adverse Effect), and no tax lien has been filed and, to the Servicer’s knowledge, no claim is being asserted, with respect to any such Tax or assessment.

(l)                                     Security Interest.  The Servicer will cooperate with the Administrative Agent to ensure that (i) the Administrative Agent has a security interest (as defined in the UCC) in the Collateral, which is enforceable in accordance with Applicable Law upon execution and delivery of this Agreement and (ii) upon the filing of UCC-1 financing statements naming the Administrative Agent as secured party and each Borrower as debtor, the Administrative Agent, as agent for the Secured Parties, shall have a valid and first priority perfected security interest (subject to any Permitted Liens) in the Receivables and that portion of the Collateral in which a security interest may be perfected by filing.

(m)                               Lockbox Accounts and Concentration Account.  The Servicer has sent the name and address of each Lockbox Account Bank, together with the account number of each Lockbox Account at the applicable Lockbox Account Bank, and the account number of the Concentration Account, to the Collateral Custodian, the Backup Servicer and Administrative Agent.  The Servicer has not granted and shall not grant any Person an interest in the Lockbox Accounts or the Concentration Account.

(n)                                 USA PATRIOT Act.  Neither the Servicer nor any Affiliate of the Servicer is (i) a country, territory, organization, person or entity named on an OFAC list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.

(o)                                 Compliance with Law.  The Servicer has complied with all Applicable Laws to which it may be subject, and, to the knowledge of the Servicer, no Receivable in the Collateral contravenes any Applicable Laws, in each case except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 4.3.                                          Representations and Warranties of the Originator.

The Originator represents and warrants as follows as of the Effective Date and each Measurement Date:

(a)                                  Organization and Good Standing.  The Originator has been duly organized and is validly existing as a limited partnership, in good standing under the laws of its jurisdiction of organization, with all requisite organizational power and authority to conduct its business as

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such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement.

(b)                                 Due Qualification.  The Originator is duly qualified to do business as a limited partnership, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)                                  Power and Authority; Due Authorization; Execution and Delivery.  The Originator (i) has all necessary power, authority and legal right to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary organizational action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.  This Agreement and each other Transaction Document to which the Originator is a party has been duly executed and delivered by the Originator.

(d)                                 Binding Obligation.  This Agreement and each other Transaction Document to which the Originator is a party constitutes a legal, valid and binding obligation of the Originator enforceable against the Originator in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and general principles of equity (whether considered in a suit at law or in equity).

(e)                                  No Violation.  The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents or any Contractual Obligation of the Originator, or (ii) violate any Applicable Law, in each case except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(f)                                    No Proceedings.  There is no litigation, proceeding or investigation pending or, to the best knowledge of the Originator, threatened against the Originator, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Originator is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Originator is a party or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

(g)                                 Consents.  All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority (if any) required to be made or to be obtained by the Originator for the due execution, delivery and performance by the Originator of this Agreement and any other Transaction Document to which the Originator is a party have been obtained except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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(h)                                 Taxes.  The Originator has filed or caused to be filed all tax returns that are required to be filed by it, or has been granted appropriate extensions.  The Originator has paid or made adequate provisions for the payment of all Taxes and all assessments made against it or any of its property (other than (i) any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Originator, (ii) any Tax less than thirty (30) days overdue and (iii) any filings that the failure to so file could not reasonably be expected to have a Material Adverse Effect), and no tax lien has been filed and, to the Originator’s knowledge, no claim is being asserted, with respect to any such Tax or assessment.

(i)                                     USA PATRIOT Act.  Neither the Originator nor any Affiliate of the Originator is (i) a country, territory, organization, person or entity named on an OFAC list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.

(j)                                     Compliance with Law.  The Originator has complied with all Applicable Laws to which it may be subject, and, to the knowledge of the Originator, no Receivable in the Collateral contravenes any Applicable Laws, in each case except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 4.4.                                          Representations and Warranties of the Backup Servicer.

The Backup Servicer in its individual capacity and as Backup Servicer represents and warrants as follows:

(a)                                  Organization; Power and Authority.  It is a duly organized and validly existing corporation in good standing under the laws of the State of Minnesota.  It has full power, authority and legal right to execute, deliver and perform its obligations as Backup Servicer under this Agreement.

(b)                                 Due Authorization.  The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary action on its part, either in its individual capacity or as Backup Servicer, as the case may be.

(c)                                  No Conflict.  The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its organizational documents or any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Backup Servicer is a party or by which it or any of its property is bound.

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(d)                                 No Violation.  The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any material respect, any Applicable Law.

(e)                                  Consents.  All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Backup Servicer, required in connection with the execution and delivery of this Agreement, the performance by the Backup Servicer of the transactions contemplated hereby and the fulfillment by the Backup Servicer of the terms hereof have been obtained.

(f)                                    Validity, Etc.  This Agreement constitutes the legal, valid and binding obligation of the Backup Servicer, enforceable against the Backup Servicer in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws or general principles of equity (whether considered in a suit at law or in equity).

Section 4.5.                                          Representations and Warranties of the Collateral Custodian.

The Collateral Custodian in its individual capacity and as Collateral Custodian represents and warrants as follows:

(a)                                  Organization; Power and Authority.  It is a duly organized and validly existing national banking association in good standing under the laws of the United States.  It has full power, authority and legal right to execute, deliver and perform its obligations as Collateral Custodian under this Agreement.

(b)                                 Due Authorization.  The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary action on its part, either in its individual capacity or as Collateral Custodian, as the case may be.

(c)                                  No Conflict.  The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its organizational documents or any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Custodian is a party or by which it or any of its property is bound.

(d)                                 No Violation.  The execution and delivery of this Agreement, the performance of the Transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or violate, in any material respect, any Applicable Law.

(e)                                  Consents.  All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

(f)                                    Validity, Etc.  The Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the Collateral Custodian in

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accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws and general principles of equity (whether considered in a suit at law or in equity).

Section 4.6.                                          Representations and Warranties of the Principal.

The Principal in its individual capacity and as a Guarantor represents and warrants as follows:

(a)           Power and Authority.  The Principal is over eighteen (18) years of age and is a resident and citizen of the state of Nevada.  The Principal has never gone by any name other than *****.

(b)           No Conflict.  The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof by the Principal will not conflict with, or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Principal is a party or by which it or any of its property is bound, in each case except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)           No Violation.  The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof by the Principal will not conflict with or violate, in any material respect, any Applicable Law.

(d)           Consents.  All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Principal, required in connection with the execution and delivery of this Agreement, the performance by the Principal of the transactions contemplated hereby and the fulfillment by the Principal of the terms hereof have been obtained.

(e)           Validity, Etc.  This Agreement constitutes the legal, valid and binding obligation of the Principal, enforceable against the Principal in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws or general principles of equity (whether considered in a suit at law or in equity).

ARTICLE V

GENERAL COVENANTS

Section 5.1.                                          Affirmative Covenants of the Borrowers.

From the date hereof until the Collection Date, each Borrower hereby covenants and agrees as to itself and the Collateral in which it has an interest as follows:

(a)           Compliance with Laws.  It will comply in all material respects with all Applicable Laws, including those with respect to the Collateral or any part thereof, except if the failure to comply could not reasonably be expected to have a Material Adverse Effect.

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(b)           Preservation of Company Existence.  It will preserve and maintain its limited liability company or statutory trust, as applicable, existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company or statutory trust, as applicable, in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

(c)           Performance and Compliance with Collateral.  It will, at its expense, timely and fully perform and comply (or enforce its contractual rights against the Originator or Sourcer to cause the Originator or Sourcer to perform and comply pursuant to the applicable Sale Agreement or enforce its contractual rights against the applicable Seller to cause such Seller to perform and comply pursuant to the applicable Purchase and Sale Agreement) in all material respects with all provisions, covenants and other promises required to be observed by it under the Collateral and all other agreements related to such Collateral.

(d)           Keeping of Records and Books of Account.  It will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Collateral in the event of the destruction of the originals thereof) and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all or any portion of the Collateral.

(e)           Protection of Interest in Collateral.  With respect to the Receivables and Related Security, it will (i) acquire such Receivables and Related Security pursuant to and in accordance with the terms of its Sale Agreement, (ii) take all action necessary to perfect, protect and more fully evidence such Borrower’s ownership of such Receivables and Related Security free and clear of any Lien other than Permitted Liens, including, without limitation, (a) with respect to the Receivables and that portion of the Collateral in which a security interest may be perfected by filing, maintaining effective financing statements against the Originator in all necessary or appropriate filing offices (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be reasonably necessary or appropriate, (iii) subject to Section 13.9, permit the Administrative Agent or its respective agents or representatives to visit its offices during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of its officers having knowledge of such matters (it shall pay the costs and expenses for all such visits), and (iv) take all additional action that the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Collateral.

(f)            Deposit of Collections.  It shall direct each Obligor to make all payments directly into the applicable Lockbox Account and (i) the LLC Borrower shall promptly (but in no event later than one (1) Business Day after receipt) deposit all Collections received by it into the Collection Account and (ii) each of the Trust Borrower and Trust II Borrower shall promptly (but in no event later than one (1) Business Day after receipt) deposit all Collections received by it into the Concentration Account.

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(g)           Special Purpose Entity.  It shall take all necessary action required to maintain compliance with the Special Purpose Entity requirements set forth in Section 4.1(r).

(h)           Taxes.  It will file all appropriate tax returns and pay any and all required Taxes (other than the amount of any Taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on its books).

(i)            Use of Proceeds.  It will use the proceeds of the Loans only to acquire Collateral and pay transaction expenses related hereto or other expenses of itself.

(j)            Obligor Notification Forms.  It shall furnish the Administrative Agent with an appropriate power of attorney to send (at the Administrative Agent’s discretion after the occurrence of an Event of Default) Obligor notification forms to give notice to the Obligors of the Secured Parties’ interest in the Collateral and the obligation to make payments as directed by the Administrative Agent.

(k)           Notices.  It will furnish to the Administrative Agent:

(i)            Income Tax Liability.  Within ten (10) Business Days after the receipt by a Responsible Officer of revenue agent reports or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any affiliated group (within the meaning of Section 1504(a)(l) of the Code) of which it is a member which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days thereafter) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

(ii)           Auditors’ Management Letters.  Promptly after the receipt thereof, any auditors’ management letters that are received by it;

(iii)          Representations and Warranties.  Forthwith upon its Responsible Officer receiving knowledge of the same, it shall notify the Administrative Agent if any representation or warranty set forth in Article IV was incorrect in any material respect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances;

(iv)          Proceedings.  As soon as possible and in any event within five (5) Business Days after its Responsible Officer receives notice or obtains knowledge thereof, notice of any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; provided that notwithstanding the foregoing, any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting the Collateral, the Transaction Documents, the Secured Parties’ interest in the Collateral or in an amount in excess of $250,000 shall be required to be reported;

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(v)           Notice of Material Events.  Promptly upon its Responsible Officer becoming aware thereof, notice of any other event or circumstances that, in its reasonable judgment, could reasonably be expected to have a Material Adverse Effect;

(vi)          Events of Default.  Prompt (and in any event within one Business Day) written notice of the occurrence of each Event of Default and each Unmatured Event of Default of which its Responsible Officer has knowledge or has received notice.  In addition, no later than three (3) Business Days following its Responsible Officer’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, it will provide to the Administrative Agent a written statement of a Responsible Officer of such Borrower setting forth the details of such event and the action that such Borrower proposes to take with respect thereto; and

(vii)         Accounting Changes.  As soon as possible and in any event within ten (10) Business Days after the effective date thereof, notice of any material change in its accounting policies.

(l)            Compliance With Transaction Documents.  It will comply in all respects with the terms of this Agreement and the other Transaction Documents to which it is a party.

(m)          Hedging.  If for any calendar month the Excess Spread is less that 6.00%, it shall be required to enter into Hedge Transactions, in form and substance (and with counterparties) acceptable to the Administrative Agent in its reasonable discretion, within 10 Business Days of the end of such calendar month.

(n)           Other.  It will furnish to the Administrative Agent promptly, from time to time, such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of it or the Originator as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Secured Parties under or as contemplated by this Agreement.

Section 5.2.                                          Negative Covenants of the Borrowers.

From the date hereof until the Collection Date, each Borrower hereby covenants and agrees as to itself and the Collateral in which it has an interest as follows:

(a)           Other Business.  It will not (i) engage in any business other than the transactions contemplated by the Transaction Documents and the “Transaction Documents” (as defined in the Term Credit Agreement), (ii) incur any Indebtedness, other than pursuant to or permitted by this Agreement or under the other Transaction Documents and the “Transaction Documents” (as defined in the Term Credit Agreement), or (iii) form any Subsidiary or make any Investment in any other Person (other than Permitted Investments, “Permitted Investments” (as defined in the Term Credit Agreement) and the LLC Borrower’s ownership of the Trust Borrower).

(b)           Collateral Not to be Evidenced by Instruments.  It will take no action to cause any Receivable that is not, as of the Closing Date, evidenced by an Instrument, to be so evidenced except in connection with the enforcement or collection of such Receivable.

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(c)           Security Interests.  Except as permitted by the Transaction Documents and the “Transaction Documents” (as defined in the Term Credit Agreement), it will not sell, pledge, assign or transfer, or grant, create, incur, assume or suffer to exist any Lien (except for Permitted Liens) on, any Collateral, whether now existing or hereafter transferred hereunder, or any interest therein, to any other Person.  It will promptly notify the Administrative Agent of the existence of any Lien (other than Permitted Liens) on any Collateral and it shall defend the right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under the Collateral against all claims of third parties.

(d)           Mergers, Acquisitions, Sales, etc.  It will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets, any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease any of its assets, or sell or assign with or without recourse any Collateral or any interest therein (in each case other than as expressly permitted pursuant to this Agreement, its Sale Agreement, the Term Credit Agreement or the “Transaction Documents” (as defined in the Term Credit Agreement) or in the ordinary course of business).

(e)           Deposits to Collection Account.  It will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account cash or cash proceeds other than Collections in respect of the Collateral.

(f)            Restricted Payments.  It shall not declare or pay any dividends or distributions (i) except as permitted under its organizational documents, and (ii) at any time when an Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

(g)           Change of Name or Location of Servicing Files.  It shall not (x) change its name, move the location of its principal place of business and chief executive office, change the offices where it keeps the records from the location referred to on Annex A hereto, or change the jurisdiction of its organization, or (y) move, or consent to the Collateral Custodian or Servicer moving, the Required Receivable Files or the Servicing Files from the location thereof on the Closing Date, unless in each case it has given at least ten (10) days’ written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest (subject to Permitted Liens) of the Administrative Agent, as agent for the Secured Parties, in the Collateral.

(h)           Accounting of Purchases.  Other than for tax and consolidated accounting purposes, it will not account for or treat (whether in financial statements or otherwise) the transactions contemplated by its Sale Agreement in any manner other than as a sale of the Receivables and Related Security to it.

(i)            ERISA Matters.  It will not establish or permit any ERISA Affiliate to establish any Benefit Plan or Multiemployer Plan.

(j)            Organizational Documents; Sale Agreement.  It will not amend, modify, waive or terminate any provision of its Sale Agreement without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld).  In addition, it will not

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amend any material portion of its organizational documents without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld).

(k)           Changes in Payment Instructions to Obligors.  It will not add or terminate any bank as a Lockbox Account Bank or any Lockbox Account listed in Schedule VI or make any change, or permit the Servicer to make any change, in its instructions to Obligors regarding payments to be made with respect to the Collateral to the applicable Lockbox Account, unless the Administrative Agent has consented to such addition, termination or change and it has notified the Collateral Custodian.

(l)            Extension or Amendment of Collateral.  It will not, except as otherwise permitted in Section 6.4(a), extend, amend or otherwise modify, or permit the any other Person to extend, amend or otherwise modify, the material terms of any Receivable (including the Related Security).

Section 5.3.                                          Affirmative Covenants of the Servicer.

From the date hereof until the Collection Date the Servicer covenants and agrees as follows:

(a)           Compliance with Law.  The Servicer will comply in all material respects with all Applicable Laws, including those with respect to the Collateral or any part thereof, except if the failure to comply could not reasonably be expected to have a Material Adverse Effect.

(b)           Preservation of Company Existence.  The Servicer will preserve and maintain its organizational existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company (or other applicable entity in the case of a successor Servicer), in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

(c)           Obligations and Compliance with Collateral.  The Servicer will duly fulfill and comply with all obligations on the part of each Borrower to be fulfilled or complied with under or in connection with the Collateral and will do nothing to impair the rights of the Administrative Agent, as agent for the Secured Parties, in, to and under the Collateral except as otherwise permitted in the Transaction Documents.

(d)           Keeping of Records and Books of Account.

(i)            The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Collateral in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection and the identification of the Collateral.

(ii)           Subject to Section 13.9, the Servicer shall permit the Administrative Agent, the Backup Servicer, each Lender or their respective agents or

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representatives, to visit the offices of the Servicer during normal office hours and upon reasonable notice and examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers or executive employees of the Servicer having knowledge of such matters; the Servicer shall pay the costs and expenses for all such visits; provided, however, that any successor Servicer shall not be required to pay any such costs and expenses, shall be given five Business Days notice of any such visit and shall be subject to only two visits per calendar year.

(iii)          The initial Servicer will on or prior to each Funding Date, ▇▇▇▇ its master data processing records and other books and records relating to the Collateral with a legend, acceptable to the Administrative Agent, describing (A) the sale of the Collateral to a Borrower pursuant to its Sale Agreement and (B) the grant of a security interest by the Borrowers to the Administrative Agent as agent for the Secured Parties hereunder.

(e)           [Reserved].

(f)            Credit and Collection Policy.  The Servicer will (i) comply in all material respects with the Credit and Collection Policy in regard to the Collateral, and (ii) furnish to the Administrative Agent, prior to its effective date, written notice of any proposed changes in the Credit and Collection Policy.  The Servicer will not agree to or otherwise permit to occur any material change in the Credit and Collection Policy or the credit and collection policy of any Sub-Servicer without the prior written consent of the Administrative Agent; provided that no consent shall be required from the Administrative Agent in connection with any change mandated by Applicable Law or a Governmental Authority as evidenced by an Opinion of Counsel to that effect delivered to the Administrative Agent.

(g)           Events of Default.  The Servicer will provide the Administrative Agent with prompt (and in any event within one Business Day) written notice of the occurrence of each Event of Default and each Unmatured Event of Default of which a Responsible Officer of the Servicer has knowledge or has received notice.  In addition, no later than three (3) Business Days following a Responsible Officer of the Servicer’s knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default, the Servicer will provide to the Administrative Agent a written statement of the chief financial officer or chief accounting officer of the Servicer setting forth the details of such event and the action that the Servicer proposes to take with respect thereto.

(h)           Taxes.  The Servicer will file all appropriate tax returns and pay any and all required Taxes (other than the amount of any Taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Servicer).

(i)            Other.  The Servicer will promptly furnish to the Administrative Agent such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of each Borrower or the Servicer as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent and the Secured Parties under or as contemplated by this Agreement.

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(j)            Proceedings.  As soon as possible and in any event within five (5) Business Days after a Responsible Officer of the Servicer receives notice or obtains knowledge thereof, the Servicer will furnish to the Administrative Agent notice of any settlement of, judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in each case, relating to the Servicer, which could reasonably be expected to have a Material Adverse Effect.

(k)           Deposit of Collections.  The Servicer shall direct each Obligor to make payments directly to the applicable Lockbox Account and shall promptly (but in no event later than one (1) Business Day after receipt) deposit into the Collection Account any and all Collections received directly by it or by each Borrower (in the case of the initial Servicer, in which case the initial Servicer will be acting on each Borrower’s behalf).

(l)            Change of Control.  Upon the occurrence of a Change of Control of the Servicer, the initial Servicer shall provide the Administrative Agent, the Backup Servicer and each Lender with written notice of such Change of Control within two (2) Business Days after the occurrence of the same.

(m)          Special Purpose Entity Requirements.  The initial Servicer shall take such actions as are necessary to cause each Borrower to be in compliance with the Special Purpose Entity requirements set forth in Section 4.1(r).

(n)           Servicing System Changes.  As soon as possible and in any event within five (5) Business Days after the effective date thereof, the Servicer will provide the Backup Servicer notice of any material changes to its servicing systems.

(o)           Notices.  The Servicer will furnish to the Administrative Agent and the Backup Servicer prior written notice of any changes to its name or location of its principal place of business or chief executive office.

Section 5.4.                                          Negative Covenants of the Servicer.

From the date hereof until the Collection Date, the Servicer hereby covenants and agrees:

(a)           Deposits to Collection Account.  The Servicer will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account cash or cash proceeds other than Collections in respect of the Collateral.

(b)           Mergers, Acquisition, Sales, etc.  The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

(i)            the Servicer has delivered to the Administrative Agent an Officer’s Certificate stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.4 and that all conditions precedent herein provided for relating to such transaction have been complied with

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and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request;

(ii)           the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and obtained the consent of the Administrative Agent (such consent not to be unreasonably withheld); and

(iii)          after giving effect thereto, no Unmatured Event of Default or Event of Default shall have occurred.

(c)           Change of Location of Servicing Files.  The Servicer shall not (x) change the offices where it keeps records concerning the Collateral from the location referred to on Annex A hereto, or (y) move, or consent to the Collateral Custodian moving, the Required Receivable Files or Servicing Files from the location thereof on the Closing Date, unless the Servicer has given at least ten (10) days’ written notice to the Administrative Agent.

(d)           Change in Payment Instructions to Obligors.  The Servicer will not add or  terminate any bank as a Lockbox Account Bank or any Lockbox Account listed in Schedule VI or make any change in its instructions to Obligors regarding payments to be made to the applicable Lockbox Account, unless the Administrative Agent has consented to such addition, termination or change and the Collateral Custodian has been notified.

(e)           Extension or Amendment of Receivables.  The Servicer will not, except as otherwise permitted in Section 6.4(a), extend, amend or otherwise modify the terms of any Receivable (including the Related Security).

Section 5.5.                                          Affirmative Covenants of the Originator.

From the date hereof until the Collection Date, the Originator hereby covenants and agrees as follows:

(a)           Compliance with Law.  The Originator will comply with all Applicable Laws, including those with respect to the Collateral or any part thereof, except if the failure to comply could not reasonably be expected to have a Material Adverse Effect.

(b)           Preservation of Company Existence.  The Originator will preserve and maintain its organizational existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited partnership, in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

(c)           Obligations and Compliance with Collateral.  The Originator will do nothing to impair the rights of the Administrative Agent, as agent for the Secured Parties, in, to and under the Collateral.

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(d)           Keeping of Records and Books of Account.

(i)            The Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Collateral in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection and the identification of the Collateral.

(ii)           Subject to Section 13.9, the Originator shall permit the Administrative Agent, the Backup Servicer, each Lender or their respective agents or representatives, to visit the offices of the Originator during normal office hours and upon reasonable notice and examine and make copies of all documents, books, records and other information concerning the Collateral and discuss matters related thereto with any of the officers or executive employees of the Originator having knowledge of such matters; the Originator shall pay the costs and expenses for all such visits.

(iii)          The Originator will on or prior to each Funding Date, ▇▇▇▇ its master data processing records and other books and records relating to the Collateral with a legend, acceptable to the Administrative Agent, describing (A) the sale of the Collateral to the LLC Borrower pursuant to its Sale Agreement and (B) the grant of a security interest by the LLC Borrower to the Administrative Agent as agent for the Secured Parties hereunder.

(e)           Events of Default.  The Originator will provide the Administrative Agent with prompt (and in any event within one Business Day) written notice of the occurrence of each Event of Default and each Unmatured Event of Default of which a Responsible Officer of the Originator has knowledge or has received notice.

(f)            Taxes.  The Originator will file all appropriate tax returns and pay any and all required Taxes (other than the amount of any Taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Originator).

(g)           Other.  The Originator will promptly furnish to the Administrative Agent such other information, documents, records or reports respecting the Collateral or the condition or operations, financial or otherwise, of the LLC Borrower or the Originator as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent and the Secured Parties under or as contemplated by this Agreement.

(h)           Proceedings.  As soon as possible and in any event within five (5) Business Days after a Responsible Officer of the Originator receives notice or obtains knowledge thereof, the Originator will furnish to the Administrative Agent notice of any settlement of, judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in each case, relating to the Originator, which could reasonably be expected to have a Material Adverse Effect.

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(i)            Deposit of Collections.  The Originator shall promptly (but in no event later than one (1) Business Day after receipt) deposit into the Collection Account any and all Collections received directly by it.

(j)            Change of Control.  Upon the occurrence of a Change of Control of the Originator, the Originator shall provide the Administrative Agent and each Lender with notice of such Change of Control within two (2) Business Days after the occurrence of the same.

(k)           Special Purpose Entity Requirements.  The Originator shall take such actions as are necessary to cause the Borrowers to be in compliance with the Special Purpose Entity requirements set forth in Section 4.1(r).

(l)            Notices.  The Originator will furnish to the Administrative Agent and the Backup Servicer prior written notice of any changes to its name or location of its principal place of business or chief executive office.

(m)          E&O Insurance.  The Originator shall at all times maintain an errors and omissions insurance policy, in form and substance reasonably acceptable to Administrative Agent, of the type customarily in force with respect to entities engaged in similar financings, with at all times a principal face amount of no less than $1,000,000 under which the Administrative Agent, on behalf of the Secured Parties, will be named both beneficiary and loss payee.  The Originator shall, no less than annually, provide the Administrative Agent with written evidence of policy renewal and payment of premiums.

(n)           Fidelity Bond.  The Originator shall at all times maintain a fidelity bond, in form and substance reasonably acceptable to Administrative Agent, of the type customarily in force with respect to entities engaged in similar financings, with at all times a principal face amount of no less than $1,000,000 under which the Administrative Agent, on behalf of the Secured Parties, will be named both beneficiary and loss payee.  The Originator shall, no less than annually, provide the Administrative Agent with written evidence of policy renewal and payment of premiums.

Section 5.6.                                          Negative Covenants of the Originator.

From the date hereof until the Collection Date, the Originator hereby covenants and agrees as follows:

(a)           Deposits to Collection Account.  The Originator will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account cash or cash proceeds other than Collections in respect of the Collateral.

(b)           Mergers, Acquisition, Sales, etc.  The Originator will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Originator is the surviving entity and unless:

(i)            the Originator has delivered to the Administrative Agent an Officer’s Certificate stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.6 and that

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all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating that such supplemental agreement is legal, valid and binding with respect to the Originator and such other matters as the Administrative Agent may reasonably request;

(ii)           the Originator shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and obtained the consent of the Administrative Agent (such consent not to be unreasonably withheld); and

(iii)          after giving effect thereto, no Unmatured Event of Default or Event of Default shall have occurred.

(c)           Change of Location of Servicing Files.  The Originator shall not (x) change the offices where it keeps records concerning the Collateral from the location referred to on Annex A hereto, or (y) move, or consent to the Collateral Custodian moving, the Required Receivable Files or Servicing Files from the location thereof on the Closing Date, unless the Originator has given at least ten (10) days’ written notice to the Administrative Agent.

(d)           Change in Payment Instructions to Obligors.  The Originator will not add or  terminate any bank as a Lockbox Account Bank or any Lockbox Account listed in Schedule VI or make any change in the instructions to Obligors regarding payments to be made to the applicable Lockbox Account, unless the Administrative Agent has consented to such addition and the Collateral Custodian has been notified.

(e)           Extension or Amendment of Receivables.  The Originator will not, except as otherwise permitted in Section 6.4(a), extend, amend or otherwise modify the terms of any Receivable (including the Related Security).

Section 5.7.                                          Affirmative Covenants of the Backup Servicer.

From the date hereof until the Collection Date, the Backup Servicer hereby covenants and agrees as follows:

(a)           Compliance with Law.  The Backup Servicer will comply with all Applicable Law.

(b)           Preservation of Existence.  The Backup Servicer will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 5.8.                                          Negative Covenants of the Backup Servicer.

From the date hereof until the Collection Date, the Backup Servicer will not make any changes to the Backup Servicing Fee set forth in the Backup Servicer Fee Letter without the prior written approval of the Administrative Agent.

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Section 5.9.                                          Affirmative Covenants of the Collateral Custodian.

From the date hereof until the Collection Date, the Collateral Custodian hereby covenants and agrees as follows:

(a)           Compliance with Law.  The Collateral Custodian will comply in all material respects with all Applicable Law.

(b)           Preservation of Existence.  The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

(c)           Location of Required Receivable Files.  Subject to Section 8.8, the Required Receivable Files shall remain at all times in the possession of the Collateral Custodian at the address set forth on Annex A to this Agreement unless notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Required Receivable Files to be released to the Servicer on a temporary basis in accordance with the terms hereof, except as such Required Receivable Files may otherwise be released pursuant to this Agreement.

Section 5.10.                                   Negative Covenants of the Collateral Custodian.

From the date hereof until the Collection Date, the Collateral Custodian hereby covenants and agrees as follows:

(a)           Required Receivable Files.  The Collateral Custodian will not dispose of any Required Receivable File documents in any manner that is inconsistent with the performance of its obligations as the Collateral Custodian pursuant to this Agreement and will not dispose of any Collateral except as contemplated by this Agreement.

(b)           No Changes to Collateral Custodian Fee.  The Collateral Custodian will not make any changes to the Collateral Custodian Fee set forth in the Collateral Custodian Fee Letter without the prior written approval of the Administrative Agent.

ARTICLE VI

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 6.1.                                          Designation of the Servicer.

(a)           Initial Servicer.  The servicing, administering and collection of the Collateral shall be conducted by the Person designated as the Servicer hereunder from time to time in accordance with this Section 6.1.  Until the Administrative Agent gives to ***** a Servicer Termination Notice, ***** is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and responsibilities of, the Servicer pursuant to the terms hereof.

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(b)           Successor Servicer.  Upon the Servicer’s receipt of a Servicer Termination Notice from the Administrative Agent pursuant to Section 6.12, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that will facilitate the transition of the performance of such activities to a successor Servicer, as reasonably determined by the Administrative Agent, and the successor Servicer shall assume each and all of the Servicer’s obligations to service and administer the Collateral, on the terms and subject to the conditions herein set forth, and the Servicer shall use its best efforts to assist the successor Servicer in assuming such obligations.

(c)           Subcontracts.  The Servicer may, with the prior written consent of the Administrative Agent and with notice to the Backup Servicer, subcontract with any other Person for servicing, administering or collecting the Collateral; provided that (i) the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof without regard to any subcontracting arrangement, (ii) any sub-servicing agreement with a Sub-Servicer will permit the Administrative Agent on-site inspection rights at such Sub-Servicer’s offices twice per calendar year prior to a Servicer Default or an Event of Default and unlimited inspection rights at such Sub-Servicer’s office after a Servicer Default or an Event of Default, (iii) any such sub-servicing agreement shall be terminable by notice from the Administrative Agent upon the occurrence of a Servicer Default, and (iv) any such sub-servicing agreement will include provisions that (A) the Administrative Agent on behalf of the Secured Parties is a third party beneficiary thereof, and (B) no amendments thereto will be permitted without the consent of the Administrative Agent.  The Administrative Agent hereby consents to the delegation by the Servicer of the servicing of the Receivables of the Trust Borrower (including those Receivables sold by the Trust Borrower to the Trust II Borrower pursuant to the Purchase Agreement) to ***** under the Sourcing and Servicing Agreement and the Servicer hereby does so delegate.

(d)           Servicing Programs.  In the event that the initial Servicer or any Sub-Servicer uses any software program in servicing the Collateral that it licenses from a third party, the initial Servicer or such Sub-Servicer, as applicable, shall use commercially reasonable efforts to obtain, either before the applicable Funding Date for the related Receivables or as soon as possible thereafter, whatever licenses or approvals are necessary to allow the Administrative Agent and the Backup Servicer to use such program and to allow the initial Servicer or the Sub-Servicer, as applicable, to assign such licenses to the Backup Servicer or to any other Successor Servicer appointed as provided in this Agreement.

Section 6.2.                                          Duties of the Servicer.

(a)           Appointment.  Each Borrower hereby appoints the Servicer as its agent, as from time to time designated pursuant to Section 6.1, to service the Collateral and enforce its rights in, to and under such Collateral.  The Servicer hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto as set forth herein.  The Servicer and each Borrower hereby acknowledges that the Administrative Agent and the other Secured Parties are third party beneficiaries of the obligations undertaken by the Servicer hereunder.

(b)           Duties.  The Servicer (or the Sub-Servicer on its behalf) shall take or cause to be taken all such actions as may be reasonably necessary or advisable to collect on the

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Collateral from time to time, all in accordance with Applicable Law, the Credit and Collection Policy and the Servicing Standard.  Without limiting the foregoing, the duties of the Servicer  shall include the following:

(i)            preparing and submitting claims to, and acting as post-billing liaison with, Obligors on each Receivable;

(ii)           maintaining all reasonably necessary servicing records with respect to the Collateral and providing such reports, information and servicing records to the Administrative Agent and Collateral Custodian in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent and the Collateral Custodian may reasonably request;

(iii)          maintaining and implementing administrative and operating procedures (including, without limitation, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;

(iv)          identifying each Receivable clearly and unambiguously in its servicing records to reflect that such Receivable is owned by the applicable Borrower and that such Borrower is granting a security interest therein to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement;

(v)           notifying the Administrative Agent of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (1) that is, or to the Servicer’s knowledge threatened to be, asserted by an Obligor with respect to any Receivable (or portion thereof) of which it has knowledge or has received notice; and (2) that could reasonably be expected to have a Material Adverse Effect;

(vi)          providing written notice to the Administrative Agent, prior to the effective date thereof, of any material proposed changes in the Credit and Collection Policy;

(vii)         maintaining the first priority perfected security interest (subject to Permitted Liens) of the Administrative Agent, as agent for the Secured Parties, in the Collateral;

(viii)        maintaining the Servicing Files with respect to Receivables; and

(ix)           directing the Collateral Custodian to make payments pursuant to the terms of the Servicing Report in accordance with Section 2.7 and Section 2.8, as applicable.

(c)           Notwithstanding anything to the contrary contained herein, the exercise by the Secured Parties of their rights hereunder shall not release the Servicer, the Originator or the Borrowers from any of their duties or responsibilities with respect to the Collateral.  The Secured Parties, the Backup Servicer and the Collateral Custodian shall not have any obligation or liability with respect to any Collateral (except as otherwise provided herein in the case of the Collateral Custodian and the Backup Servicer), nor shall any of them be obligated to perform any of the obligations of the Servicer hereunder.

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(d)           Any payment by an Obligor in respect of any indebtedness owed by it to the applicable Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a collection of a payment by such Obligor (starting with the oldest such outstanding payment due) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 6.3.           Authorization of the Servicer.

(a)           Each of the Borrowers and the Administrative Agent hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the sale of the Collateral from a Seller to the Originator pursuant to a Purchase and Sale Agreement and from the Originator to the LLC Borrower under its Sale Agreement and, thereafter, the pledge by the Borrowers to the Administrative Agent, on behalf of the Secured Parties, hereunder, to collect all amounts due under any and all Collateral, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Collateral and, after the delinquency of any Collateral and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof.  The Originator, the Borrowers and the Administrative Agent, on behalf of the Secured Parties, shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Collateral.  In no event shall the Servicer be entitled to make any Secured Party, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make a Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

(b)           After the declaration of the Termination Date, at the direction of the Administrative Agent, the Servicer shall take such action as the Administrative Agent may reasonably deem necessary or advisable to enforce collection of the Collateral; provided that the Administrative Agent may, at any time that an Event of Default has occurred and is continuing, notify any Obligor with respect to any Collateral of the assignment of such Collateral to the Administrative Agent, on behalf of the Secured Parties, and direct that payments of all amounts due or to become due be made directly to the Administrative Agent or any servicer, collection agent or account designated by the Administrative Agent and, upon such notification and at the expense of the Borrowers, the Administrative Agent may enforce collection of any such Collateral, and adjust, settle or compromise the amount or payment thereof.

Section 6.4.                                          Collection of Payments; Accounts.

(a)           Collection Efforts, Modification of Collateral.  The Servicer will use commercially reasonable efforts to collect, or cause to be collected, all payments called for under the terms and provisions of the Receivables included in the Collateral as and when the same

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become due in accordance with the Credit and Collection Policy and the Servicing Standard.  The Servicer may not waive, modify or otherwise vary any provision of an item of Collateral in a manner that would impair the collectibility of the Collateral or in any manner contrary to the Credit and Collection Policy and the Servicing Standard.

(b)           Prepaid Receivable.  The Servicer may not consent to a Receivable becoming a Prepaid Receivable, in whole or in part, unless (x) the applicable Borrower provides a Substitute Receivable in accordance with Section 2.15 or (y) such prepayment (plus any concurrent deposits made by the Servicer) (i) will not result in the Collection Account receiving an amount less than the sum of (a) the outstanding principal balance thereof (or portion thereof to be prepaid) on the date of such payment, and (b) any accrued and unpaid interest thereon (such sum, the “Prepayment Amount”) or (ii) is in compliance with the Underlying Instruments for the applicable Receivable and such prepayment is consented to by the Servicer in accordance with the Servicing Standard.

(c)           Acceleration.  If required by the Credit and Collection Policy or if consistent with the Servicing Standard and the related Underlying Instruments, the Servicer shall accelerate the maturity of all or any Scheduled Payments and other amounts due under any Receivable promptly after such Receivable becomes a Defaulted Receivable.

(d)           Taxes and other Amounts.  The Servicer will use commercially reasonable efforts in accordance with the Servicing Standard to collect all payments with respect to amounts due for Taxes, assessments and insurance premiums relating to each Receivable to the extent required to be paid to a Borrower for such application under the Underlying Instrument and remit such amounts to the appropriate Governmental Authority or insurer as required by the Underlying Instruments.

(e)           Payments to Lockbox Account.  On or before the Closing Date, the Servicer shall have instructed all Obligors to make all payments in respect of the Collateral directly to the applicable Lockbox Account.

(f)            Accounts.  Each of the parties hereto hereby agrees that (i) each Account shall be deemed to be a Securities Account and (ii) except as otherwise expressly provided herein, the Administrative Agent shall be exclusively entitled to exercise the rights that comprise each Financial Asset held in each Account.  Each of the parties hereto hereby agrees to cause the Collateral Custodian or any other Securities Intermediary that holds any money or other property for Borrowers in an Account to agree with the parties hereto that (A) the cash and other property (subject to Section 6.4(g) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC and (B) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose shall be the State of New York.  In no event may any Financial Asset held in any Account be registered in the name of, payable to the order of, or specially Indorsed to, a Borrower, unless such Financial Asset has also been Indorsed in blank or to the Collateral Custodian or other Securities Intermediary that holds such Financial Asset in such Account.

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(g)           Underlying Instruments.  Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Custodian nor any Securities Intermediary shall be under any duty or obligation in connection with the acquisition by a Borrower of or the grant by a Borrower to the Administrative Agent of a security interest in any Receivable to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of a Borrower under the related Underlying Instruments, or otherwise to examine the Underlying Instruments, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents).  The Collateral Custodian shall hold any Instrument delivered to it evidencing any Receivable hereunder as custodial agent for the Administrative Agent in accordance with the terms of this Agreement.

(h)           Establishment of the Collection Account.  The Servicer shall cause to be established, on or before the Closing Date, with the Collateral Custodian, and maintained in the name of the LLC Borrower, subject to the Lien of the Administrative Agent, a segregated corporate trust account entitled “Collection Account for *****” (the “Collection Account”), over which the Administrative Agent as agent for the Secured Parties, shall have control and from which none of the Originator, the Servicer, the Sub-Servicer nor the Borrowers shall have any right of withdrawal.

(i)            Adjustments.  If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check that is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake.  Any Scheduled Payment in respect of which a dishonored check is received shall be deemed not to have been paid.

Section 6.5.                                          Realization Upon Defaulted Receivables.

The Servicer will use commercially reasonable efforts consistent with Applicable Law to secure the repurchase of any Defaulted Receivable from the applicable Dealer to the extent permitted by and in accordance with the applicable Dealer Agreement.  In the event that the Servicer cannot secure such repurchase for any reason, the Servicer will use commercially reasonable efforts consistent with Applicable Law to recover on the Defaulted Receivables from the applicable Seller in accordance with its guaranty obligation (if any) pursuant to the applicable Purchase and Sale Agreement.  In the event that the Servicer cannot secure such repurchase or recovery for any reason, the Servicer will use commercially reasonable efforts in accordance with the Credit and Collection Policy and consistent with the Servicing Standard and Applicable Law in realizing upon such Defaulted Receivable and Related Security, and employ practices and procedures including commercially reasonable efforts to enforce all obligations of Obligors.  Without limiting the generality of the foregoing, unless the Administrative Agent has specifically given instruction to the contrary, the Servicer may (i) foreclose upon any property securing the Defaulted Receivable and cause the sale of any such property, (ii) turn the Defaulted Receivable over to a collection agency for collection, or (iii) sell the Defaulted Receivable for its fair market

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value (as determined by the Servicer in good faith) to an independent third-party purchaser.  The Servicer will remit to the Collection Account the Recoveries received in connection with the sale or disposition of a Defaulted Receivable.

Section 6.6.                                          Servicing Compensation.

As compensation for its servicing activities hereunder and reimbursement for its expenses, the Servicer shall be entitled to receive the Servicing Fee to the extent of funds available therefor pursuant to the provisions of Sections 2.7 and 2.8, as applicable.

Section 6.7.                                          Payment of Certain Expenses by the Servicer.

The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of its independent accountants, Taxes imposed on the Servicer, expenses incurred by the Servicer in connection with payments pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the account of the Borrowers, but excluding Liquidation Expenses incurred as a result of activities contemplated by Section 6.5.  The initial Servicer will be required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the maintenance of the Accounts and each Lockbox Account.  The initial Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.  Notwithstanding the foregoing, if the Backup Servicer is appointed successor Servicer hereunder, it shall be entitled to reimbursement from the Borrowers for all reasonable out-of-pocket expenses incurred by it in connection with its servicing activities hereunder.

Section 6.8.                                          Reports.

(a)           Servicing Report.  On each Reporting Date, the Servicer will provide to the Borrowers, the Administrative Agent, the Backup Servicer and the Collateral Custodian, a monthly statement (a “Servicing Report”) including (i) a calculation of the Borrowing Base as of the most recent date of determination, with respect to the related calendar month, (ii) an updated Receivables List, (iii) an identification of each Receivable owned by the related Borrower, (iv) the Loans Outstanding attributable to each Borrower, and (v) such other pool portfolio data and information as reasonably requested by Administrative Agent from time to time, signed by a Responsible Officer of the Servicer and the Borrowers and substantially in the form of Exhibit C.

(b)           Servicer’s Certificate.  Together with each Servicing Report, the Servicer shall submit to the Administrative Agent (with a copy to the Backup Servicer and the Collateral Custodian) a certificate substantially in the form of Exhibit H (a “Servicer’s Certificate”), signed by a Responsible Officer of the Servicer, which shall include a certification by such Responsible Officer that, to its knowledge, no Event of Default or Unmatured Event of Default has occurred.

(c)           Financial Statements.  (i) For so long as the Servicer is ***** or an Affiliate thereof, the Servicer will submit to the Administrative Agent and the Backup Servicer, (A) within thirty (30) days after the end of each of its fiscal months and quarters (excluding the fiscal quarter ending on the date specified in subclause (B) below), commencing September 30, 2008, consolidated unaudited financial statements of ***** and consolidated unaudited financial

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statements of ***** (which shall include either consolidating financial statements showing the separate financial performance of the LLC Borrower and the Trust Borrower or discrete financial information specific to each such Borrower) for the most recent fiscal month or quarter, as applicable, and (B) within one hundred twenty (120) days after the end of each fiscal year, commencing with the fiscal year ended December 31, 2008, consolidated unaudited financial statements of *****and consolidated audited financial statements of ***** (which shall include either consolidating financial statements showing the separate financial performance of the LLC Borrower and the Trust Borrower or discrete financial information specific to each such Borrower), audited by a firm of nationally recognized independent public accountants.  Except as otherwise set forth herein, the Backup Servicer shall have no duty to review any of the information set forth in such financial statements.

Section 6.9.                                          Annual Statement as to Compliance.

The Servicer will provide to the Administrative Agent and the Backup Servicer, within ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008, a fiscal report signed by a Responsible Officer of the Servicer certifying that (a) a review of the activities of the Servicer, and the Servicer’s performance pursuant to this Agreement, for the fiscal period ending on the last day of such fiscal year has been made under such Person’s supervision and (b) the Servicer has performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such year and no Servicer Default has occurred.

Section 6.10.                                   Reserved.

Section 6.11.                                   The Servicer Not to Resign.

The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that the performance of its duties hereunder is or has become illegal under Applicable Law.  Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect addressed and delivered to the Administrative Agent.  No such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.2.

Section 6.12.                                   Servicer Defaults.

If any one of the following events (a “Servicer Default”) shall occur:

(a)           any failure by the Servicer to make any payment, transfer or deposit or, if applicable, to give instructions or notices to any third party to make any payment, transfer, or deposit (including, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two (2) Business Days;

(b)           any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues

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unremedied for a period of five (5) Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to a Responsible Officer of the Servicer by the Administrative Agent or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof;

(c)                                  (I) the failure of the initial Servicer to make any payment when due with respect to any of its debt or other obligations (which payment default relates to debt facilities or other obligations in excess of $250,000 in the aggregate) or (II) the occurrence of any event or condition that would cause or permit acceleration of such debt or other obligations in excess of $250,000 in the aggregate, unless (1) such event or condition has been waived and (2) any such debt or other obligations shall have not been declared to be due and payable or required to be prepaid (other than by scheduled payment) prior to maturity, in the case of each of clauses (I) and (II) (i) subject to the initial Servicer’s right to contest in good faith any claim which could lead to acceleration and (ii) after all applicable cure and grace periods have expired; or

(d)                                 an Insolvency Event with respect to the Servicer;

(e)                                  an Event of Default (which has not been waived in writing by the Administrative Agent) or a default by any Sub-Servicer under the applicable Sub-Servicing Agreement which shall be continuing;

(f)                                    the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of ten (10) Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to a Responsible Officer of the Servicer by the Administrative Agent or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof;

(g)                                 ***** ceases to be the Servicer (other than as provided for under the terms of this Agreement);

(h)                                 the occurrence or existence of any event which causes a Material Adverse Effect with respect to the Servicer;

(i)                                     any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder and the same continues unremedied for a period of one Business Day after the earlier to occur of (i) the date on which written notice of such failure shall have been given to a Responsible Officer of the Servicer by the Administrative Agent or Collateral Custodian, or (ii) the date on which a Responsible Officer of the Servicer has actual knowledge thereof; or

(j)                                     any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period of thirty (30) Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the a Responsible

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Officer of Servicer by the Administrative Agent or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (with a copy to the Collateral Custodian and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice) and appoint the Backup Servicer to perform its duties pursuant to the terms of this Agreement.

Section 6.13.                                   Appointment of Successor Servicer.

(a)                                  On and after the receipt by the Servicer and the Backup Servicer of a Servicer Termination Notice pursuant to Section 6.12, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or as otherwise specified by the Administrative Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.6, the Servicing Fee therefor until such date; provided that any fees or expenses owed to the Servicer attributable to the period prior to such date shall accrue and remain payable.  The Administrative Agent may at any time following delivery of a Servicer Termination Notice in written notice to the Backup Servicer, in its sole discretion (provided the Administrative Agent will not appoint a direct competitor of the Originator or an Affiliate thereof as Backup Servicer without the Servicer’s prior written consent), appoint the Backup Servicer as the Servicer hereunder, and the Backup Servicer shall on such date assume all obligations of the Servicer hereunder with respect to servicing of the Collateral, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Backup Servicer.  As compensation therefor, the Backup Servicer shall thereafter be entitled to the Servicing Fee together with the one-time successor servicer fee specified in the Backup Servicing Fee Letter, any other rights to reimbursement to which the Servicer is entitled as specified herein, plus Transition Expenses.  In the event that the Administrative Agent does not so appoint the Backup Servicer (which it may or may not do in its discretion), there is no Backup Servicer or the Backup Servicer is unable to assume such obligations on such date, the Administrative Agent shall as promptly as possible appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent and each Lender.  In the event that a Successor Servicer has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Administrative Agent may petition a court of competent jurisdiction to appoint any established financial institution, having a net worth of not less than United States $50,000,000 and whose regular business includes the servicing of loans, as the Successor Servicer hereunder.

(b)                                 The Backup Servicer as a successor Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of any successor Servicer hereunder.

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(c)                                  The Servicer agrees to cooperate and use commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Receivables, including, without limitation, the transfer to the Backup Servicer as successor Servicer for the administration by it of all cash amounts that shall at the time be held by Servicer for deposit, or have been deposited by the Servicer, or thereafter received with respect to the Receivables and the delivery to the Backup Servicer as successor Servicer in an orderly and timely fashion of all files and records with respect to the Receivables and a computer tape in readable form containing all information necessary to enable the Backup Servicer as successor Servicer to service the Receivables.  In addition, the Servicer agrees to cooperate and use commercially reasonable efforts in providing at the Servicer’s expense to the Backup Servicer, as a successor Servicer, with a list of key servicing personnel and contact information, reasonable access (including at the premises of the Servicer) to the Servicer’s employees, and any and all of the books, records (in electronic or other form) or other information reasonably requested by it to enable the Backup Servicer, as a successor Servicer, to assume the servicing functions hereunder.

(d)                                 The Backup Servicer as a successor Servicer is authorized and empowered to execute and deliver, on behalf of the Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do so or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination or to perform the duties of the Servicer.  The Servicer will provide the Backup Servicer, as a successor Servicer, with a power of attorney stating such (at such time as the Backup Servicer becomes a successor Servicer).

(e)                                  Upon its appointment, the Backup Servicer (subject to Section 6.13(a)) or the Successor Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the Successor Servicer, as applicable; provided that the Backup Servicer or Successor Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Backup Servicer or Successor Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any taxes required to be paid by the Servicer (provided that the Backup Servicer or Successor Servicer, as applicable, shall pay any income taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, (v) no liability or obligation with respect to any indemnification obligations of any prior Servicer, (vi) no obligation to make payments with respect to any losses on investments made by or at the direction of the Servicer, (vii) no obligation to take any legal action which the Backup Servicer in its reasonable opinion believes subjects it to any liability in connection with such legal action unless it shall have been assured to its reasonable satisfaction that it will be indemnified for such liabilities, and (viii) no liability with respect to any action performed, or breaches or defaults caused by any prior Servicer prior to its appointment, or any claim of a third party based on any alleged action of any prior Servicer.  The indemnification obligations of the Backup Servicer or the Successor Servicer, as applicable, upon becoming a successor Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances.  In addition,

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the Backup Servicer or Successor Servicer, as applicable, shall have no liability relating to the representations and warranties of the initial Servicer contained in Article IV.  In no event shall the Backup Servicer or the Successor Servicer be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages.

(f)                                    Upon the Backup Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 6.13, the Backup Servicer will promptly begin the transition to its role as Servicer.  In the event the Backup Servicer declines to continue to act as Servicer hereunder, the Backup Servicer shall solicit, by public announcement, bids from banks, specialty finance companies, asset managers and servicing institutions meeting the qualifications set forth in Section 6.13(a).  Such public announcement shall specify that the Successor Servicer shall be entitled to the full amount of the Servicing Fee as servicing compensation.  Within thirty (30) days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to a qualified party acceptable to the Administrative Agent submitting a qualifying bid.  The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment, all costs and expenses of any public announcement, of conducting such sale and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder.  After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor.  If no bid from a qualified potential Successor Servicer is received or if no sale, transfer and assignment of the servicing rights and responsibilities hereunder shall have been concluded within thirty (30) days after such public announcement, the Backup Servicer may, in its discretion, appoint, or petition a court of competent jurisdiction to appoint, any established servicing institution as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. As compensation, any Successor Servicer (including, without limitation, the Administrative Agent) so appointed shall be entitled to receive the Servicing Fee, including, without limitation, transition expenses.  The Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.  No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Backup Servicer to the Administrative Agent and the Administrative Agent shall have consented thereto.  The Backup Servicer shall not resign as Servicer until a Successor Servicer has been appointed and accepted such appointment.  Notwithstanding anything to the contrary contained herein, in no event shall the Backup Servicer or Successor Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer under this Agreement and the transactions set forth or provided for by this Agreement.

(g)                                 Notwithstanding anything contained in this Agreement to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer.  If any error, inaccuracy, omission or incorrect or non-standard

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practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors”), such successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided that such successor Servicer agrees to use commercially reasonable efforts to prevent further Continued Errors.  In the event that the successor Servicer becomes aware of Errors or Continued Errors, it shall, with the prior consent of the Administrative Agent, use commercially reasonable efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors.  Such successor Servicer shall be entitled to recover its costs thereby expended in accordance with Sections 2.7 and 2.8, as applicable.

ARTICLE VII

THE BACKUP SERVICER

Section 7.1.                                          Designation of the Backup Servicer.

(a)                                  Initial Backup Servicer.  The backup servicing role with respect to the Collateral shall be conducted by the Person designated as Backup Servicer hereunder from time to time in accordance with this Section 7.1.  Until the Administrative Agent shall give to Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services) a Backup Servicer Termination Notice, Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services) is hereby designated as, and hereby agrees to perform the duties and obligations of, a Backup Servicer pursuant to the terms hereof.

(b)                                 Successor Backup Servicer.  Upon the Backup Servicer’s receipt of Backup Servicer Termination Notice from the Administrative Agent of the designation of a replacement Backup Servicer pursuant to the provisions of Section 7.5, the Backup Servicer agrees that it will terminate its activities as Backup Servicer hereunder.

Section 7.2.                                          Duties of the Backup Servicer.

(a)                                  Appointment.  Each Borrower and the Administrative Agent, as agent for the Secured Parties, each hereby appoints Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services) to act as Backup Servicer, for the benefit of the Secured Parties, as from time to time designated pursuant to Section 7.1.  The Backup Servicer hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein.

(b)                                 Duties.  From the Closing Date and until its removal pursuant to Section 7.5, the Backup Servicer shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations:

(i)                                     On or before the Closing Date, the Servicer shall deliver and Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Servicing Reports (if any) in hard copy and in Excel® or a comparable format.

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(ii)                                  Not later than 12:00 noon on each Reporting Date, the Servicer shall deliver to the Backup Servicer the loan tape, which shall include but not be limited to the following information:  (x) for each Receivable, the name and number of the related Obligor, the collection status, the loan status, the date of each Scheduled Payment and the Outstanding Receivable Balance, (y) the Borrowing Base and (z) the outstanding principal balance of all Receivables included on such loan tape (the “Tape”).  The Backup Servicer shall accept delivery of the Tape.

(iii)                               Prior to each Payment Date, the Backup Servicer shall review the related Servicing Report to ensure that it is complete on its face and that the following items in such Servicing Report have been accurately calculated, if applicable, and reported:  (A) the Borrowing Base, (B) the Backup Servicing Fee, (C) the Receivables that are 30 or more days past due and 90 or more days past due and (D) the Aggregate Outstanding Receivable Balance.  The Backup Servicer shall provide the Administrative Agent and the Servicer with a monthly certification substantially in the form attached hereto as Exhibit J (the “Backup Servicer Monthly Certification”) confirming the accurate calculation of such items in the Servicing Report and that the Servicing Report is complete on its face.  In the event of any discrepancy with the Servicing Report based on such review, the Backup Servicer shall notify the Administrative Agent and the Servicer of such discrepancy not later than the Business Day preceding such Payment Date.

(iv)                              If the Servicer disagrees with the report provided under paragraph (iii) above by the Backup Servicer or if the Servicer has not reconciled any material discrepancy, the Backup Servicer agrees to confer with the Servicer to resolve such disagreement on or prior to the next succeeding date of determination and shall settle such discrepancy with the Servicer if possible, and notify the Administrative Agent of the resolution thereof.  The Servicer hereby agrees to cooperate at its own expense with the Backup Servicer in reconciling any discrepancies herein.  If within twenty (20) days after the delivery of the report provided under paragraph (iii) above by the Backup Servicer, such discrepancy is not resolved, the Backup Servicer shall promptly notify the Administrative Agent of the continued existence of such discrepancy.  Following receipt of such notice by the Administrative Agent, the Servicer shall deliver to the Administrative Agent and the Backup Servicer no later than the next Payment Date a certificate describing the nature and amount of such material discrepancies and the actions the Servicer proposes to take with respect thereto.

(c)                                  Reliance on Tape.  With respect to the duties described in Section 7.2(b), except as expressly set forth herein, the Backup Servicer is entitled to rely conclusively, and shall be fully protected in so relying, on the contents of each Tape provided by the Servicer, including, but not limited to, the completeness and accuracy thereof.

Section 7.3.                                          Merger or Consolidation.

Any Person (i) into which the Backup Servicer may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Backup Servicer shall be a party, or (iii) that may succeed to the properties and assets of the Backup Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Backup Servicer hereunder, shall be the successor to the Backup Servicer under this Agreement without further act on the part of any of the parties to this

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Agreement, provided (A) such Person is organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), and (B)(a) has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by ▇▇▇▇▇’▇ or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” by ▇▇▇▇▇’▇, (b) has a parent corporation which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by ▇▇▇▇▇’▇ or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” by ▇▇▇▇▇’▇ or (c) is otherwise acceptable to the Administrative Agent and, except following the occurrence of an Event of Default or a Servicer Default (unless, in each case, waived in writing by the Administrative Agent), each Borrower (such consent not to be unreasonably withheld).

Section 7.4.                                          Backup Servicing Compensation.

As compensation for its backup servicing activities hereunder, the Backup Servicer shall be entitled to receive the Backup Servicing Fee and other amounts payable in accordance with the Backup Servicer Fee Letter to the extent of funds available therefor pursuant to Section 2.7 and 2.8, as applicable.  The Backup Servicer’s entitlement to receive the Backup Servicing Fee shall cease (excluding any unpaid outstanding amounts as of that date) on the earliest to occur of:  (i) it becoming a successor Servicer, (ii) its removal as Backup Servicer pursuant to Section 7.5, or (iii) the termination of this Agreement.  In each such case, the Backup Servicer shall be entitled to its Backup Servicer Fee earned and reimbursable expenses incurred through the date of such event.  Upon becoming a successor Servicer pursuant to Section 6.13, the Backup Servicer shall be entitled to the Servicing Fee, Transition Expenses and reimbursement rights to which a successor Servicer is entitled hereunder.

Section 7.5.                                          Backup Servicer Removal.

The Backup Servicer may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Backup Servicer (the “Backup Servicer Termination Notice”); provided that if the Backup Servicer is removed prior to the first anniversary of the Closing Date it shall receive the early removal fee specified in the Backup Servicer Fee Letter.  In the event of any such removal, a replacement Backup Servicer may be appointed by the Administrative Agent, and except following the occurrence of an Event of Default or a Servicer Default (unless, in each case, waived in writing by the Administrative Agent), with the consent of each Borrower (such consent not to be unreasonably withheld).

Section 7.6.                                          Limitation on Liability.

(a)                                  The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder.  Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer.  The Backup Servicer may act through its agents, nominees, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any bad faith or

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willful misconduct or gross negligence on the part of such agents, attorneys or custodians.  Neither the Backup Servicer nor any of its officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence, bad faith or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement.  In no event shall the Backup Servicer be required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder or in the exercise of any of its rights and powers hereunder if, in its sole judgment, it shall believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it.

(b)                                 The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Secured Parties, the Administrative Agent and the Collateral Custodian each agree to look only to the Servicer to perform such obligations.  Except as expressly set forth herein, the Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or provided by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information.  The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party, including the Servicer, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party, (iii) the invalidity or unenforceability of any Collateral under Applicable Law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Collateral, or (v) the acts or omissions of any successor Backup Servicer.

(c)                                  Notwithstanding anything to the contrary herein, the Backup Servicer shall not be liable for any delays in performance for causes beyond its control, including, but not limited to, acts of war or terrorism, powerline failures, fire, flood, epidemic, acts of the Borrowers, the Servicer or the Administrative Agent or restriction by civil or military authority in their sovereign or contractual capacities.  In the event of any such delay, performance shall be extended for so long as such period of delay.