EXHIBIT 10.2


EXECUTION COPY


RECEIVABLES PURCHASE AGREEMENT


Dated as of May 24, 2007


Among


FOUNTAINVIEW FINANCE, LLC


as the Seller


and


CIESCO, LLC


as the Investor


and


CITIBANK, N.A.


as a Bank


and


CITICORP NORTH AMERICA, INC.


as the Agent


and


DST SYSTEMS, INC.


as Servicer


and


Each of the parties named
on Schedule III

hereto as Originators


















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  PRELIMINARY STATEMENT.

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
   

  	
  SECTION 1.01.

  	
  Certain Defined Terms

  	
   

  	
  1

  
	
   

  	
  SECTION 1.02.

  	
  Other Terms

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES

  	
   

  	
  25

  
	
   

  	
  SECTION 2.01.

  	
  Purchase Facility

  	
   

  	
  25

  
	
   

  	
  SECTION 2.02.

  	
  Making Purchases

  	
   

  	
  26

  
	
   

  	
  SECTION 2.03.

  	
  Receivable Interest Computation

  	
   

  	
  27

  
	
   

  	
  SECTION 2.04.

  	
  Settlement Procedures

  	
   

  	
  27

  
	
   

  	
  SECTION 2.05.

  	
  Fees

  	
   

  	
  30

  
	
   

  	
  SECTION 2.06.

  	
  Payments and Computations, Etc.

  	
   

  	
  31

  
	
   

  	
  SECTION 2.07.

  	
  Dividing or Combining Receivable Interests

  	
   

  	
  31

  
	
   

  	
  SECTION 2.08.

  	
  Increased Costs

  	
   

  	
  31

  
	
   

  	
  SECTION 2.09.

  	
  Additional Yield on Receivable Interests Bearing
  a Eurodollar Rate

  	
   

  	
  32

  
	
   

  	
  SECTION 2.10.

  	
  Taxes

  	
   

  	
  32

  
	
   

  	
  SECTION 2.11.

  	
  Security Interest

  	
   

  	
  34

  
	
   

  	
  SECTION 2.12.

  	
  Sharing of Payments

  	
   

  	
  34

  
	
   

  	
  SECTION 2.13.

  	
  Right of Setoff

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III CONDITIONS OF PURCHASES

  	
   

  	
  35

  
	
   

  	
  SECTION 3.01.

  	
  Conditions Precedent to Initial Purchase

  	
   

  	
  35

  
	
   

  	
  SECTION 3.02.

  	
  Conditions Precedent to All Purchases and
  Reinvestments

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES

  	
   

  	
  38

  
	
   

  	
  SECTION 4.01.

  	
  Representations and Warranties of the Seller

  	
   

  	
  38

  
	
   

  	
  SECTION 4.02.

  	
  Representations and Warranties of the Servicer

  	
   

  	
  40

  
	
   

  	
  SECTION 4.03.

  	
  Representations and Warranties of the Parent

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V COVENANTS

  	
   

  	
  43

  
	
   

  	
  SECTION 5.01.

  	
  Covenants of the Seller

  	
   

  	
  43

  
	
   

  	
  SECTION 5.02.

  	
  Covenant of the Seller and the Originators; 

  	
   

  	
  49

  
	
   

  	
   

  	
  Audits

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI ADMINISTRATION AND COLLECTION OF POOL
  RECEIVABLES

  	
   

  	
  50

  
	
   

  	
  SECTION 6.01.

  	
  Designation of Servicer

  	
   

  	
  50

  
	
   

  	
  SECTION 6.02.

  	
  Duties of Servicer

  	
   

  	
  50

  
	
   

  	
  SECTION 6.03.

  	
  Certain Rights of the Agent

  	
   

  	
  51

  
	
   

  	
  SECTION 6.04.

  	
  Rights and Remedies

  	
   

  	
  52

  
	
   

  	
  SECTION 6.05.

  	
  Further Actions Evidencing Purchases

  	
   

  	
  52

  
	
   

  	
  SECTION 6.06.

  	
  Covenants of the Servicer and the Originators

  	
   

  	
  53

  
						



 



 i
 









 


	
  

  	
   

  	
  Page

  
	
  

  	
  SECTION 6.07.

  	
  Indemnities by the Servicer

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII EVENTS OF TERMINATION

  	
   

  	
  55

  
	
   

  	
  SECTION 7.01.

  	
  Events of Termination

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII THE AGENT

  	
   

  	
  58

  
	
   

  	
  SECTION 8.01.

  	
  Authorization and Action

  	
   

  	
  58

  
	
   

  	
  SECTION 8.02.

  	
  Agent’s Reliance, Etc.

  	
   

  	
  58

  
	
   

  	
  SECTION 8.03.

  	
  CNAI and Affiliates

  	
   

  	
  59

  
	
   

  	
  SECTION 8.04.

  	
  Bank’s Purchase Decision

  	
   

  	
  59

  
	
   

  	
  SECTION 8.05.

  	
  Indemnification of Agent

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX INDEMNIFICATION

  	
   

  	
  60

  
	
   

  	
  SECTION 9.01.

  	
  Indemnities by the Seller

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X MISCELLANEOUS

  	
   

  	
  62

  
	
   

  	
  SECTION 10.01.

  	
  Amendments, Etc.

  	
   

  	
  62

  
	
   

  	
  SECTION 10.02.

  	
  Notices, Etc.

  	
   

  	
  63

  
	
   

  	
  SECTION 10.03.

  	
  Assignability

  	
   

  	
  63

  
	
   

  	
  SECTION 10.04.

  	
  Costs and Expenses

  	
   

  	
  66

  
	
   

  	
  SECTION 10.05.

  	
  No Proceedings; Waiver of Consequential Damages

  	
   

  	
  67

  
	
   

  	
  SECTION 10.06.

  	
  Confidentiality

  	
   

  	
  67

  
	
   

  	
  SECTION 10.07.

  	
  GOVERNING LAW

  	
   

  	
  68

  
	
   

  	
  SECTION 10.08.

  	
  Execution in Counterparts

  	
   

  	
  69

  
	
   

  	
  SECTION 10.09.

  	
  Survival of Termination

  	
   

  	
  69

  
	
   

  	
  SECTION 10.10.

  	
  Consent to Jurisdiction

  	
   

  	
  69

  
	
   

  	
  SECTION 10.11.

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  69

  
	
   

  	
  SECTION 10.12.

  	
  Engagement Letter

  	
   

  	
  69

  



 



 ii
 









SCHEDULES


	
  SCHEDULE I

  	
   

  	
  -

  	
   

  	
  Deposit Accounts

  
	
  SCHEDULE II

  	
   

  	
  -

  	
   

  	
  Credit and Collection Policy

  
	
  SCHEDULE III

  	
   

  	
  -

  	
   

  	
  Addresses

  
	
  SCHEDULE IV

  	
   

  	
  -

  	
   

  	
  Seller UCC Information

  
	
  SCHEDULE V

  	
   

  	
  -

  	
   

  	
  Persons deemed not to be Affiliates

  



 


ANNEXES


	
  ANNEX A-1

  	
   

  	
  -

  	
   

  	
  Form of Monthly Report

  
	
  ANNEX A-2

  	
   

  	
  -

  	
   

  	
  Form of Weekly Report

  
	
  ANNEX B

  	
   

  	
  -

  	
   

  	
  Form of Deposit Account Agreement

  
	
  ANNEX C

  	
   

  	
  -

  	
   

  	
  Form of Opinion of Counsel to the Seller

  
	
  ANNEX D

  	
   

  	
  -

  	
   

  	
  Form of Assignment and Acceptance

  
	
  ANNEX E

  	
   

  	
  -

  	
   

  	
  Form of Funds Transfer Letter

  
	
  ANNEX F

  	
   

  	
  -

  	
   

  	
  Specific Definitions for Section 7.01(n)

  
	
  ANNEX G

  	
   

  	
  -

  	
   

  	
  Form of Purchase Request

  



 



 iii















RECEIVABLES PURCHASE AGREEMENT


Dated as of May 24, 2007


FOUNTAINVIEW FINANCE, LLC, a Delaware limited liability company (the “Seller”),
CIESCO, LLC, a Delaware limited liability company, CITIBANK, N.A., CITICORP
NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as agent (the “Agent”)
for the Investors and the Banks (as defined herein), DST SYSTEMS, INC., a
Delaware corporation, as Servicer, and each of the parties named on Schedule
III hereto as Originators, agree as follows:


PRELIMINARY STATEMENT.


The Seller has acquired, and may continue to acquire, Receivables from
DST Systems, Inc., either by purchase or by contribution to the capital of the
Seller, as determined from time to time by the Seller and DST Systems,
Inc.  The Seller is prepared to sell undivided
fractional ownership interests (referred to herein as “Receivable Interests”)
in the Receivables.  CIESCO may, in its
sole discretion, purchase such Receivable Interests, and the Banks shall
purchase such Receivable Interests, in each case on the terms and conditions
set forth herein.  Accordingly, the
parties agree as follows:


ARTICLE I


DEFINITIONS


SECTION 1.01.                 Certain
Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):


“Adjusted Eurodollar Rate” means, for any Fixed Period, an
interest rate per annum equal to the rate per annum obtained by dividing (i)
the Eurodollar Rate for such Fixed Period by (ii) a percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage for such Fixed Period.


“Adverse Claim” means a lien, security interest, mortgage,
pledge, assignment or other charge or encumbrance, or any other type of
preferential arrangement.


“Affected Person” has the meaning specified in Section 2.08(a).


“Affiliate” means, as to any Person, any other Person that,
directly or indirectly, is in control of, is controlled by or is under common
control with such Person or is a director or officer of such Person; provided,
that the Persons listed on Schedule V under the heading “Deemed Non-Affiliate”
are deemed to not be Affiliates of the corresponding Persons listed under the
heading “Applicable Person”; provided, further, that at any time
after the Effective Date, the Agent may remove from Schedule V any Person
listed therein under the heading “Deemed Non-Affiliate” upon three Business
Days’ notice to the Seller.


“Affiliated Obligor” means any Obligor that is an Affiliate of
another Obligor.













“Agent’s Account” means the special account (ABA 021 000 089,
Account Number 4063 6636, Account Name: CIESCO Redemption Account, Reference:
DST Systems) of the Agent maintained at the office of Citibank at 399 Park
Avenue, New York, New York.


“Agreement” means this Receivables Purchase Agreement, as it may
be amended, modified or restated from time to time.


“Aggregate Loss and Dilution Reserve” means, on any date, an
amount equal to the product of (a) the Aggregate Loss and Dilution Reserve
Percentage on such date multiplied by (b) the Net Receivables Pool Balance on
such date.


“Aggregate Loss and Dilution Reserve Percentage” means, as of
any date, the greater of (a) the sum of (i) the Dynamic Loss Reserve Percentage
as of such date plus (ii) the Dynamic Dilution Reserve Percentage as of such
date and (b) the sum of (i) the Loss Reserve Floor Percentage as of such date
plus (ii) the Dilution Reserve Floor Percentage as of such date.


“Alternate Base Rate” means a fluctuating interest rate per
annum as shall be in effect from time to time, which rate shall be at all times
equal to the highest of (a) the rate of interest announced publicly by Citibank
in New York, New York, from time to time as Citibank’s base rate; (b) 1/2 of
one percent above the latest three-week moving average of secondary
market morning offering rates in the United States for three-month
certificates of deposit of major United States money market banks, such three-week
moving average being determined weekly on each Monday (or, if such day is not a
Business Day, on the next succeeding Business Day) for the three-week
period ending on the previous Friday by Citibank on the basis of such rates
reported by certificate of deposit dealers to and published by the Federal
Reserve Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by Citibank from
three New York certificate of deposit dealers of recognized standing selected
by Citibank, in either case adjusted to the nearest 1/4 of one percent or, if
there is no nearest 1/4 of one percent, to the next higher 1/4 of one percent;
and (c) the Federal Funds Rate.


“Applicable
Margin” means, at any time, the per annum percentage equal to 0.75%.


“Asset Purchase Agreement” means (a) in the case of any
Bank other than Citibank, the asset purchase agreement or similar liquidity
agreement entered into by such Bank concurrently with the Assignment and
Acceptance pursuant to which it became party to this Agreement and (b) in
the case of Citibank, the secondary market agreement, asset purchase agreement
or other similar liquidity agreement entered into by Citibank for the benefit
of CIESCO, to the extent relating to the sale or transfer of interests in
Receivable Interests.


“Assignee Rate” for any Fixed Period for any Receivable Interest
means an interest rate per annum equal to the Eurodollar Rate for such Fixed
Period plus the Applicable Margin; provided, however, that in
case of:


(i)                                     any
Fixed Period on or prior to the first day of which an Investor or Bank shall
have notified the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or 



 2
 









any central bank or other governmental authority asserts that it is
unlawful, for such Investor or Bank to fund such Receivable Interest at the
Assignee Rate set forth above (and such Investor or Bank shall not have
subsequently notified the Agent that such circumstances no longer exist);


(ii)                                  any
Fixed Period of one to (and including) 29 days (it being understood and agreed
that this clause (ii) shall not be applicable to a Fixed Period for which Yield
is to be computed by reference to the Eurodollar Rate that is intended to have
a one-month duration but due solely to LIBOR interest period convention the
duration thereof will be less than 30 days);


(iii)                               any Fixed Period as to
which the Agent does not receive notice, by no later than 12:00 noon (New York
City time) on the third Business Day preceding the first day of such Fixed
Period, that the related Receivable Interest will not be funded by CIESCO
through the issuance of Promissory Notes;


(iv)                              any
Fixed Period for a Receivable Interest the Capital of which allocated to the
Investors or the Banks is less than $500,000; or


(v)                                 any
Fixed Period after the occurrence of an Event of Termination (or any Fixed
Period during which an Event of Termination occurs);


the
“Assignee Rate” for such Fixed Period shall be an interest rate per
annum equal to the Alternate Base Rate in effect from time to time during such
Fixed Period plus the Applicable Margin plus (at any time when an Event of
Termination shall exist) 2%; provided  further that (A) the Agent
and the Seller may agree in writing from time to time upon a different “Assignee
Rate”, and (B) following the occurrence of the event set forth in clause
(iii) hereof, and so long as the Seller shall have requested that the “Assignee
Rate” be based on the Eurodollar Rate for a Fixed Period of one month
and no event described in clause (i), (iv) or (v) shall then exist, the “Assignee
Rate” shall (x) for the period from such occurrence until the date
that the Eurodollar Rate Fixed Period of one month commences in accordance
with the Seller’s request, be the one-month Eurodollar Rate determined
two Business Days prior to the event set forth in clause (iii) hereof, and
(y) thereafter, be the Eurodollar Rate for the specified Fixed Period of
one month.


“Assignment and Acceptance” means an assignment and acceptance
agreement entered into by a Bank, an Eligible Assignee and the Agent, pursuant
to which such Eligible Assignee may become a party to this Agreement, in
substantially the form of Annex D hereto.


“Audit” means any third party audits, inspections and
verifications of the Receivables, the Related Security and the related books
and records and collection systems of the Seller or any Originator in
accordance with the customary procedures for securitization transactions
adopted by the Agent.


“Bank Commitment” of any Bank means, (a) with respect to
Citibank, $200,000,000 or such amount as reduced or increased by any Assignment
and Acceptance entered into between Citibank and other Banks; or (b) with
respect to a Bank that has entered into an Assignment and Acceptance, the
amount set forth therein as such Bank’s Bank



 3
 









Commitment, in each case as such amount may be reduced
or increased by an Assignment and Acceptance entered into between such Bank and
an Eligible Assignee, and as may be further reduced (or terminated) pursuant to
the next sentence.  Any reduction (or
termination) of the Purchase Limit pursuant to the terms of this Agreement
shall reduce ratably (or terminate) each Bank’s Bank Commitment.


“Banks” means Citibank and each Eligible Assignee that shall
become a party to this Agreement pursuant to Section 10.03.


“Billed Receivable” means an Originator Receivable with respect
to which the applicable Originator has generated and sent to the related
Obligor an invoice.


“Business Day” means any day on which (i) banks are not
authorized or required to close in New York City, and (ii) if this definition
of “Business Day” is utilized in connection with the Eurodollar Rate, dealings
are carried out in the London interbank market.


“Capital” of any Receivable Interest means the original amount
paid to the Seller for such Receivable Interest at the time of its purchase by
CIESCO or a Bank pursuant to this Agreement, or such amount divided or combined
in accordance with Section 2.07, in each case reduced from time to time by
Collections distributed on account of such Capital pursuant to Section 2.04(d);
provided that if such Capital shall have been reduced by any
distribution and thereafter all or a portion of such distribution is rescinded
or must otherwise be returned for any reason, such Capital shall be increased
by the amount of such rescinded or returned distribution, as though it had not
been made.


“CIESCO” means CIESCO, LLC and any successor or assign of CIESCO
that is a receivables investment company administered by CNAI, Citibank or any
of their Affiliates which in the ordinary course of its business issues
commercial paper or other securities to fund its acquisition and maintenance of
receivables.


“Citibank” means Citibank, N.A., a national banking association.


“CNAI” has the meaning specified in the introductory paragraph
hereof.


“Code” means the Internal Revenue Code of 1986, as amended.


“Collateral” has the meaning specified in Section 2.11.


“Collections” means, with respect to any Receivable, all cash
collections and other cash proceeds of such Receivable, including, without
limitation, all finance charges and all cash proceeds of Related Security with
respect to such Receivable, and any Collection of such Receivable deemed to
have been received pursuant to Section 2.04.


“Commitment Termination Date” means the earliest of
(a) May 22, 2008, unless, prior to such date (or the date so
extended pursuant to this clause), upon the Seller’s request, made not more
than 45 days prior to the then Commitment Termination Date, one or more Banks
having Bank Commitments equal to 100% of the Purchase Limit shall in their sole
discretion consent, which consent shall be given not more than 30 days prior to
the then Commitment 



 4
 









Termination Date, to the extension of the Commitment
Termination Date to a date occurring not more than 364 days after the then
Commitment Termination Date; provided, however, that any failure
of any Bank to respond to the Seller’s request for such extension shall be
deemed a denial of such request by such Bank, (b) the Facility Termination
Date, (c) the date determined pursuant to Section 7.01, and (d) the date the
Purchase Limit reduces to zero pursuant to Section 2.01(b).


“Concentration Limit” for any Obligor means at any time 5.25% (“Normal
Concentration Limit”), or such other higher percentage (“Special
Concentration Limit”) (i) for such Obligors designated by the Agent in a
writing delivered to the Seller, or (ii) for any Obligor with a Debt Rating
from S&P of at least BBB- and from Moody’s of at least Baa3, as set
forth in the following table:


	
  Obligor’s Debt Rating

  	
   

  	
  Special Concentration Limit

  
	
   

  	
   

  	
   

  
	
  At least AA- by S&P and
  Aa3 by Moody’s

  	
   

  	
  100% of the Loss
  Reserve Floor Percentage

  
	
   

  	
   

  	
   

  
	
  At least BBB- by S&P and
  Baa3 by Moody’s

  	
   

  	
  50% of the Loss Reserve
  Floor Percentage

  



 


provided that in the case of an
Obligor with any Affiliated Obligor, the Concentration Limit shall be
calculated as if such Obligor and such Affiliated Obligor are one Obligor; provided
further that the Agent may cancel any Special Concentration Limit upon
three Business Days’ notice to the Seller.


“Contract” means an agreement between an Originator and an
Obligor, substantially in the form of one of the written contracts or (in the
case of any open account agreement) one of the invoices approved by the Agent,
pursuant to or under which such Obligor shall be obligated to pay for goods or
services from time to time.


“CP Fixed Period Date” means, for any Receivable Interest, the
date of purchase of such Receivable Interest and thereafter the last day of
each calendar month or any other day as shall have been agreed to in writing by
the Agent and the Seller prior to the last day of such Fixed Period.


“Credit Agreement” means the Credit Agreement dated as of June
28, 2005, among the Parent, as borrower, the co-documentation agents, joint
lead arrangers and joint book runners named therein, the lenders named therein
and Bank of America, N.A., as administrative agent, swing line lender and
issuer of letters of credit, as the same has been and may be further amended,
supplemented, restated or otherwise modified.


“Credit and Collection Policy” means those receivables credit
and collection policies and practices of the applicable Originator or Seller in
effect on the date of this Agreement and described in Schedule II hereto, as
modified in compliance with this Agreement.



 5
 









“Debt” means (i) indebtedness for borrowed money, (ii)
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) obligations to pay the deferred purchase price of property or services,
(iv) obligations as lessee under leases which shall have been or should be, in
accordance with generally accepted accounting principles, recorded as capital
leases, and (v) obligations under direct or indirect guaranties in respect of,
and obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clauses (i) through (iv)
above.


“Debt Rating” means, for any Person, the rating by S&P or
Moody’s of such Person’s long-term public senior unsecured non-credit enhanced
debt.


“Default Ratio” means the ratio (expressed as a percentage)
computed as of the last day of each calendar month by dividing (i) the
aggregate Outstanding Balance of all Originator Receivables that were Defaulted
Receivables on such day or that would have been Defaulted Receivables on such
day had they not been written off the books of the applicable Originator or the
Seller during such month by (ii) the aggregate Outstanding Balance of all
Originator Receivables on such day.


“Defaulted Receivable”
means an Originator Receivable:


(i)                                     as
to which any payment, or part thereof, remains unpaid for 91 or more days from
the original due date for such payment;


(ii)                                  as
to which the Obligor thereof or any other Person obligated thereon or owning
any Related Security in respect thereof has taken any action, or suffered any
event to occur, of the type described in Section 7.01(g); or


(iii)                               which, consistent with
the Credit and Collection Policy, would be written off the applicable
Originator’s or the Seller’s books as uncollectible.


“Delinquency Ratio” means the ratio (expressed as a percentage)
computed as of the last day of each calendar month by dividing (i) the
aggregate Outstanding Balance of all Originator Receivables that were
Delinquent Receivables on such day by (ii) the aggregate Outstanding Balance of
all Originator Receivables on such day.


“Delinquent Receivable”
means an Originator Receivable that is not a Defaulted Receivable and:


(i)                                     as
to which any payment, or part thereof, remains unpaid for 31 or more days from
the original due date for such payment; or


(ii)                                  which,
consistent with the Credit and Collection Policy, would be classified as
delinquent by the applicable Originator or the Seller.


“Deposit Account” means an account maintained at a Deposit Bank
into which (i) Collections in the form of checks and other items are
deposited that have been sent to one or 



 6
 









more Lock-Boxes by Obligors and/or
(ii) Collections in the form of electronic funds transfers and other items
are paid directly by Obligors.


“Deposit Account Agreement” means an agreement, in substantially
the form of Annex B.


“Deposit Bank” means any of the banks holding one or more
Deposit Accounts.


“Diluted Receivable” means that portion (and only that portion)
of any Originator Receivable which is either (a) reduced or canceled as a
result of (i) any defective, rejected or returned merchandise or services
or any failure by an Originator to deliver any merchandise or provide any
services or otherwise to perform under the underlying Contract, (ii) any
change in the terms of or cancellation of, a Contract or any cash discount,
discount for quick payment or other adjustment by an Originator which reduces
the amount payable by the Obligor on the related Originator Receivable (except
any such change or cancellation resulting from or relating to the financial
inability to pay or insolvency of the Obligor of such Originator Receivable) or
(iii) any set-off by an Obligor in respect of any claim by such Obligor as
to amounts owed by it on the related Originator Receivable (whether such claim
arises out of the same or a related transaction or an unrelated transaction) or
(b) subject to any specific dispute, offset, counterclaim or defense whatsoever
(except the discharge in bankruptcy of the Obligor thereof).


“Dilution Horizon Ratio” means, as of any date, a ratio computed
by dividing (i) the sum of (a) the aggregate original Outstanding Balance
of all Billed Receivables created by the Originators during the two most
recently ended calendar months plus (b) the Outstanding Balance of Unbilled
Receivables as of the last day of the most recently ended calendar month by
(ii) the Outstanding Balance of all Receivables (other than Defaulted
Receivables) as at the last day of the most recently ended calendar month minus
the aggregate amount of Unapplied Cash/Credit Memos as at the last day of the
most recently ended calendar month.


“Dilution Ratio” means, as of any date, the ratio (expressed as
a percentage) computed for the most recently ended calendar month by dividing
(i) the aggregate amount of Originator Receivables which became Diluted
Receivables during such calendar month by (ii) the aggregate Outstanding
Balance (in each case, at the time of creation) of all Originator Receivables
created during the second calendar month immediately preceding such calendar
month; provided that for the purposes of calculating clause (i) above,
System Constrained Diluted Receivables and Diluted Receivables relating to
intercompany Receivables and customer postage deposits shall be excluded.


“Dilution Reserve Floor Percentage” means, as of any date, the
product of (a) the Dilution Horizon Ratio on such date multiplied by (b) the
average of the Dilution Ratios for each of the twelve most recently ended
months.


“Dilution Volatility Ratio” means, as of any date, a ratio
(expressed as a percentage) equal to the product of (a) the highest
two-month rolling average Dilution Ratio calculated for each of the twelve most
recently ended calendar months minus the average of the Dilution Ratios for
each of the twelve most recently ended calendar months, and (b) a ratio
calculated by dividing the highest two-month rolling average Dilution Ratio
calculated for each 



 7
 









of the twelve most recently ended calendar months by
the average of the Dilution Ratios for each of the twelve most recently ended
calendar months.


“Dynamic Dilution Reserve Percentage” means, as of any date, the
product of (a) the sum of (i) the product of (x) two, multiplied
by (y) the average of the Dilution Ratios for each of the twelve most
recently ended calendar months, plus (ii) the Dilution Volatility Ratio as
at the last day of the most recently ended calendar month, multiplied by
(b) the Dilution Horizon Ratio as of such date.


“Dynamic Loss Reserve Percentage” means, as of any date, the
product of (i) two multiplied by (ii) the Loss Horizon Ratio as of such date
multiplied by (iii) the highest of the Three-Month Loss Ratios calculated for
each of the twelve most recently ended calendar months.


“E-Mail Servicer Report” has the meaning specified in Section
6.02(g).


“Effective Date” means the earlier to occur of (i) the date of
the initial purchase of a Receivable Interest under this Agreement and (ii) the
date on which the conditions precedent specified in Section 3.01 are satisfied.


“Eligible Assignee” means (i) CNAI or any of its
Affiliates, (ii) any Person administered by Citibank, CNAI or any of their
Affiliates, (iii) any Bank party hereto or any of its Affiliates, or
(iv) any financial or other institution acceptable to the Agent and
approved by the Seller (which approval by the Seller shall not be unreasonably
withheld, delayed or conditioned and shall not be required if an Event of
Termination or an Incipient Event of Termination has occurred and is
continuing).


“Eligible Receivable” means, at any time, a Receivable:


(i)                                     the
Obligor of which has a billing address in the United States (including, without
limitation, Puerto Rico), is not an Affiliate of any Originator or the Seller,
and is not a government or a governmental subdivision or agency;


(ii)                                  the
Obligor of which, at the later of the date of this Agreement and the date such
Receivable is created, is a Designated Obligor;


(iii)                               which is not a Defaulted
Receivable;


(iv)                              the
Obligor of which is not the Obligor of any Defaulted Receivables which in the
aggregate constitute 10% or more of the aggregate Outstanding Balance of all
Receivables of such Obligor;


(v)                                 which
either (A) is a Billed Receivable or (B) is an Unbilled Receivable if the
Outstanding Balance thereof when added to the aggregate Outstanding Balance of
all Pool Receivables that are Unbilled Receivables will not exceed 25% of the
aggregate Outstanding Balance of all Pool Receivables;



 8
 









(vi)                              which
represents a bona fide obligation of the Obligor of such Receivable to pay (i)
in the case of a Billed Receivable, the stated amount or (ii) in the case
of an Unbilled Receivable, the amount calculated in the manner set forth in the
related Contract as the amount due with respect thereto;


(vii)                           as to which the applicable
Originator has satisfied and fully performed all obligations with respect to
such Receivable required to be fulfilled by it, and no further action (other
than, in the case of an Unbilled Receivable, generating and sending of an
invoice) is required to be performed by any Person with respect thereto other
than payment thereon by the applicable Obligor;


(viii)                        the Outstanding Balance of
which, if it arises as a result of deferred revenue billing, when added to the
aggregate Outstanding Balance of all Pool Receivables that arise as a result of
deferred revenue billing, will not exceed 5% of the Purchase Limit;


(ix)                                which,
according to the Contract related thereto, is required (or with respect to any
Unbilled Receivable, will be required) to be paid in full within 60 days
of the original billing date therefor;


(x)                                   which
is an obligation representing all or part of the sales price of merchandise,
insurance or services within the meaning of Section 3(c)(5) of the
Investment Company Act of 1940, as amended, and the nature of which is such
that its purchase with the proceeds of notes would constitute a “current
transaction” within the meaning of Section 3(a)(3) of the Securities Act
of 1933, as amended;


(xi)                                which
is an “account” or “payment intangible” within the meaning of Article 9 of the
UCC of the applicable jurisdictions governing the perfection of the interest
created by a Receivable Interest;


(xii)                             which is denominated and
payable only in United States dollars in the United States;


(xiii)                          which arises under a Contract
which, together with such Receivable, is in full force and effect and
constitutes the legal, valid and binding obligation of the Obligor of such
Receivable and is not subject to any Adverse Claim or any dispute, offset,
counterclaim or defense whatsoever (except the potential discharge in
bankruptcy of such Obligor) and which is not settled on a net basis;


(xiv)                         which, together with the
Contract related thereto, does not contravene in any material respect any laws,
rules or regulations applicable thereto (including, without limitation, laws,
rules and regulations relating to usury, consumer protection, truth in lending,
fair credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy) and with respect to which none of the Seller,
any Originator, the Servicer or the Obligor is in violation of any such law,
rule or regulation in any material respect;



 9
 









(xv)                            which
arises under a Contract which (A) does not contain a legally enforceable
provision requiring the Obligor thereunder to consent to the transfer, sale or
assignment of the rights of the Seller or the applicable Originator thereunder
and (B) does not contain a confidentiality provision that purports to
restrict the ability of the Agent, the Investors or the Banks to exercise their
rights under this Agreement, including, without limitation, their right to
review the Contract;


(xvi)                         which was generated in the
ordinary course of the applicable Originator’s business;


(xvii)                      which has not been extended,
rewritten or otherwise modified from the original terms thereof (except as
permitted by Section 6.02(c));


(xviii)                   the transfer, sale or assignment of
which does not contravene any applicable law, rule or regulation;


(xix)                           which (A) satisfies all
applicable requirements of the Credit and Collection Policy and (B) complies
with such other criteria and requirements (other than those relating to the
collectibility of such Receivable) as the Agent may from time to time specify
to the Seller upon 30 days’ notice; and


(xx)                              as
to which, at or prior to the later of the date of this Agreement and the date
such Receivable is created, the Agent has not given at least 3 Business
Days’ notice to the Seller that such Receivable, or any Receivable owing from
the Obligor of such Receivable, is no longer acceptable for purchase by CIESCO
and the Banks hereunder;


provided, however, that an Unbilled Receivable
that is otherwise an Eligible Receivable shall cease to be an Eligible
Receivable on (x) for Unbilled Receivables the Obligor of which is a Specified
Obligor, the 120th day
after the date of the shipment of the related goods or the completion of the
related service, and (y) for all other Unbilled Receivables, the 30th day after the date of the shipment of the
related goods or the completion of the related service.


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


“ERISA Affiliate” means any trade or business (whether or not
incorporated) under common control with the Parent, Seller or any Originator
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m)
and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).


“ERISA Event” means (a) a
Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Parent, Seller or any Originator or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c)
a complete or partial withdrawal by the Parent, Seller or any Originator
or any ERISA Affiliate from a Multiemployer Plan or notification that a 



 10
 









Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an
event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Parent,
Seller or any Originator or any ERISA Affiliate.


“Eurocurrency Liabilities” has the meaning assigned to that term
in Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.


“Eurodollar Rate” means, for any Fixed Period, an interest rate
per annum equal to the rate per annum at which deposits in U.S. dollars are
offered by the principal office of Citibank in London, England to prime banks
in the London interbank market at 11:00 A.M. (London Time) two Business Days
before the first day of such Fixed Period in an amount substantially equal to
the Capital associated with such Fixed Period on such first day and for a
period equal to such Fixed Period.


“Eurodollar Rate Reserve Percentage” of any Investor or Bank for
any Fixed Period in respect of which Yield is computed by reference to the
Eurodollar Rate means the reserve percentage applicable two Business Days
before the first day of such Fixed Period under regulations issued from time to
time by the Board of Governors of the Federal Reserve System (or any successor)
(or if more than one such percentage shall be applicable, the daily average of
such percentages for those days in such Fixed Period during which any such
percentage shall be so applicable) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or
other marginal reserve requirement) for such Investor or Bank with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurocurrency Liabilities is determined)
having a term equal to such Fixed Period.


“Event of Termination” has the meaning specified in Section
7.01.


“Facility Termination Date” means the earliest of (a) the
Commitment Termination Date or (b) the date determined pursuant to Section
7.01 or (c) the date the Purchase Limit reduces to zero pursuant to Section
2.01(b).


“Federal Funds Rate” means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by it.


“Fee Agreement” has the meaning specified in Section 2.05(b).


“Fees” has the meaning specified in Section 2.05(b).



 11
 









 


“Fixed Period”
means, with respect to any Receivable Interest:


(a)                                  in
the case of any Fixed Period in respect of which Yield is computed by reference
to the Investor Rate, each successive period commencing on each CP Fixed Period
Date for such Receivable Interest and ending on the next succeeding CP Fixed
Period Date for such Receivable Interest; and


(b)                                 in
the case of any Fixed Period in respect of which Yield is computed by reference
to the Assignee Rate, each successive period of from one to and including 29
days, or a period of one month, as the Seller shall select and the Agent may
approve on notice by the Seller received by the Agent (including notice by
telephone, confirmed in writing) not later than 11:00 A.M. (New York City time)
on (A) the day which occurs three Business Days before the first day of such
Fixed Period (in the case of Fixed Periods in respect of which Yield is
computed by reference to the Eurodollar Rate) or (B) the first day of such
Fixed Period (in the case of Fixed Periods in respect of which Yield is
computed by reference to the Alternate Base Rate), each such Fixed Period for
such Receivable Interest to commence on the last day of the immediately
preceding Fixed Period for such Receivable Interest (or, if there is no such
Fixed Period, on the date of purchase of such Receivable Interest), except
that if the Agent shall not have received such notice, or the Agent and the
Seller shall not have so mutually agreed, before 11:00 A.M. (New York City
time) on such day, such Fixed Period shall be one day;


provided,
however, that:


(i)                                     any
Fixed Period (other than of one day) which would otherwise end on a day which
is not a Business Day shall be extended to the next succeeding Business Day (provided,
however, if Yield in respect of such Fixed Period is computed by
reference to the Eurodollar Rate, and such Fixed Period would otherwise end on
a day which is not a Business Day, and there is no subsequent Business Day in
the same calendar month as such day, such Fixed Period shall end on the next
preceding Business Day);


(ii)                                  in
the case of any Fixed Period of one day, (A) if such Fixed Period is the
initial Fixed Period for a Receivable Interest, such Fixed Period shall be the
day of the purchase of such Receivable Interest; (B) any subsequently occurring
Fixed Period which is one day shall, if the immediately preceding Fixed Period
is more than one day, be the last day of such immediately preceding Fixed
Period and, if the immediately preceding Fixed Period is one day, be the day
next following such immediately preceding Fixed Period; and (C) if such Fixed
Period occurs on a day immediately preceding a day which is not a Business Day,
such Fixed Period shall be extended to the next succeeding Business Day; and


(iii)                               in the case of any Fixed
Period for any Receivable Interest which commences before the Termination Date
for such Receivable Interest and would otherwise end on a date occurring after
such Termination Date, such Fixed Period shall end on such Termination Date and
the duration of each Fixed Period 



 12
 









which commences on or after the Termination Date for such Receivable
Interest shall be of such duration (including, without limitation, one day) as
shall be selected by the Agent or, in the absence of any such selection, each
period of thirty days from the last day of the immediately preceding Fixed
Period.


“Funds Transfer Letter” means a letter in substantially the form
of Annex E hereto executed and delivered by the Seller to the Agent, as the
same may be amended or restated in accordance with the terms thereof.


“Incipient Event of Termination” means an event that but for
notice or lapse of time or both would constitute an Event of Termination.


“Indemnified Party” has the meaning specified in Section 9.01.


“Initial Purchase Agreement” means the Purchase Agreement dated
as of the date of this Agreement among the Originators (other than the Parent),
as sellers, and the Parent, as purchaser and servicer, as the same may be
amended, modified or restated from time to time.


“Investor” means CIESCO and all other owners by assignment or
otherwise of a Receivable Interest originally purchased by CIESCO and, to the
extent of the undivided interests so purchased, shall include any participants.


“Investor Rate” for any Fixed Period for any Receivable Interest
means the per annum rate equivalent to the weighted average of the per annum
rates paid or payable by CIESCO from time to time as interest on or otherwise
(by means of interest rate hedges or otherwise) in respect of those Promissory
Notes issued by CIESCO that are allocated, in whole or in part, by the Agent
(on behalf of CIESCO) to fund the purchase or maintenance of such Receivable
Interest during such Fixed Period as determined by the Agent (on behalf of
CIESCO) and reported to the Seller and, if the Servicer is not the Seller, the
Servicer, which rates shall reflect and give effect to the commissions of
placement agents and dealers in respect of such Promissory Notes, to the extent
such commissions are allocated, in whole or in part, to such Promissory Notes
by the Agent (on behalf of CIESCO); provided, however, that
(a) if any component of such rate is a discount rate, in calculating the “Investor
Rate” for such Fixed Period the Agent shall for such component use the rate
resulting from converting such discount rate to an interest bearing equivalent
rate per annum; (b) the Investor Rate with respect to Receivable Interests
funded by Participants shall be the same rate as in effect from time to time on
Receivable Interests or portions thereof that are not funded by a Participant;
(c) if all of the Receivable Interests maintained by CIESCO are funded by
Participants, then the Investor Rate shall be CIESCO’s pool funding rate in
effect from time to time for its largest size pool of transactions which settles
monthly; and (d) the per annum rate determined pursuant hereto shall be
increased by 2% at any time when an Event of Termination shall exist.


“Liquidation Day” means, for any Receivable Interest, (i) each
day during a Fixed Period for such Receivable Interest on which the conditions
set forth in Section 3.02 are not satisfied, and (ii) each day which
occurs on or after the Termination Date for such Receivable Interest.



 13
 









“Liquidation Fee” means, for (i) any Fixed Period for which
Yield is computed by reference to the Investor Rate and a reduction of Capital
is made for any reason on any day or (ii) any Fixed Period for which Yield
is computed by reference to the Eurodollar Rate and a reduction of Capital is
made for any reason on any day other than the last day of such Fixed Period,
the amount, if any, by which (A) the additional Yield (calculated without
taking into account any Liquidation Fee or any shortened duration of such Fixed
Period pursuant to clause (iii) of the definition thereof) which would have
accrued from the date of such repayment to the last day of such Fixed Period
(or, in the case of clause (i) above, the maturity of the underlying commercial
paper tranches) on the reductions of Capital of the Receivable Interest
relating to such Fixed Period had such reductions remained as Capital, exceeds
(B) the income, if any, received by the Investors or the Banks which hold such
Receivable Interest from the investment of the proceeds of such reductions of
Capital.


“Lock-Box” means a post office box administered by a Deposit
Bank for the purpose of receiving Collections.


“Loss Horizon Ratio” means, as of any date, a ratio computed by
dividing (i) the sum of (a) the aggregate Outstanding Balance (in each case, at
the time of creation) of all Billed Receivables created by the Originators
during the four most recently ended calendar months plus (b) the Outstanding
Balance of Unbilled Receivables as of the last day of the most recently ended
calendar month by (ii) the Outstanding Balance of Originator Receivables (other
than Defaulted Receivables) minus the aggregate amount of Unapplied Cash/Credit
Memos as at the last day of the most recently ended calendar month.


“Loss Ratio” means, for any calendar month, the ratio determined
as (a) the sum of (i) the aggregate Outstanding Balance of Originator
Receivables which were 91 - 120 days past due plus
(ii) (without duplication) the aggregate amount of write-offs during such
calendar month of Originator Receivables which were less than 91 days past due,
divided by (b) the aggregate Outstanding Balance (in each case, at the time of
creation) of Originator Receivables created during the fourth preceding
calendar month.


“Loss Reserve Floor Percentage” means, as of any date, four
times the Normal Concentration Limit.


“Loss-to-Liquidation Ratio” means the ratio (expressed as a
percentage) computed as of the last day of each calendar month by dividing (i)
the aggregate Outstanding Balance of all Originator Receivables written off by
the Originators or the Seller, or which should have been written off by
the Originators or the Seller in accordance with the Credit and Collection
Policy, during the twelve calendar months ending on such day by (ii) the
aggregate amount of Collections (other than deemed Collections paid pursuant to
Section 2.04(e)(i)) of Originator Receivables actually received during such
twelve calendar month period.


“Majority Banks” shall mean at any time Banks having Bank
Commitments that aggregate more than 50% of the Purchase Limit or, if the Bank
Commitments have been terminated, Banks either holding Receivable Interests (or
interests therein) or obligated to purchase interests in Receivable Interests
pursuant to the Asset Purchase Agreement which aggregate more than 50% of all
outstanding Receivable Interests.



 14
 









“Material Adverse Effect” means a material adverse effect on (i)
the collectibility of the Receivables Pool or any significant portion thereof,
(ii) the ability of the Seller, the Servicer, the Parent or any Originator to
perform any of its respective material obligations under the Transaction
Documents to which it is a party, (iii) the legality, validity or
enforceability of the Transaction Documents (including, without limitation, the
validity, enforceability or priority of the ownership or security interests
granted thereunder) or the rights of the Agent, the Investor or the Banks under
the Transaction Documents or (iv) the business, operations, property, prospects
or financial or other condition of the Parent and its Subsidiaries taken as a whole.


“Maximum Percentage Factor” means 100% or, if Weekly Reports are
required to be delivered pursuant to Section 6.02(g)(ii), 97%.


“Monthly Report” means a report in substantially the form of
Annex A-1 hereto setting forth the calculation of the Net Receivables Pool
Balance, the calculations of each of the Loss Aggregate and Dilution Reserve
and the Yield and Fee Reserve, the Percentage Factor (as of the date of such
report) and providing Receivable performance and program documentation
compliance information for the previous calendar month, and containing such
additional information as the Agent may reasonably request from time to time,
furnished by the Servicer pursuant to Section 6.02(g)(i).


“Moody’s” means Moody’s Investors Service, Inc.


“Multiemployer Plan” means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Parent, Seller or any
Originator or any ERISA Affiliate makes or is obligated to make contributions,
or during the preceding five plan years, has made or been obligated to make
contributions.


“Net Receivables Pool Balance” means at any time the Outstanding
Balance of Eligible Receivables then in the Receivables Pool reduced (without
duplication) by the sum of (i) the aggregate amount by which the Outstanding
Balance of Eligible Receivables of each Obligor then in the Receivables Pool
exceeds the product of (A) the Concentration Limit for such Obligor
multiplied by (B) the Net Receivables Pool Balance, (ii) at any time
during the occurrence of a Weekly Reporting Event, the aggregate outstanding
amount of deposits received by the Originators from any Obligors with respect
to Receivables then in the Receivables Pool (it being understood that if no
Weekly Reporting Event has occurred and is continuing, the amount of the
deduction under this clause (ii) shall be equal to zero), (iii) the
aggregate amount of Unapplied Cash/Credit Memos at such time, (iv) the
aggregate of all potential set-off amounts representing amounts owed by
any Originator to any Obligor (provided that if the related Contract
expressly states that such Obligor waives its right of set-off, amounts owed by
the applicable Originator to such Obligor shall not be considered a potential
set-off for the purposes hereof; provided  further that so long as
no Weekly Reporting Event has occurred and is continuing, the amount of the
deduction under this clause (iv) shall be zero), (v) the product of (A)
(x) the Outstanding Balance of all Unbilled Receivables minus (y) the amount by
which the Outstanding Balance of all Unbilled Receivables exceeds 25% of the
aggregate Outstanding Balance of all Pool Receivables multiplied by
(B) 2.5%, (vi) the System Constrained Diluted Receivable Deduction Amount,
and (vii) the aggregate amount of sales tax (if any) included in the
Outstanding Balance of all Pool Receivables.



 15
 









“Normal Concentration Limit” has the meaning specified in the
definition of “Concentration Limit”.


“Obligations” has the meaning specified in Section 2.11.


“Obligor” means a Person obligated to make payments pursuant to
a Contract.


“Originator” means each of the Persons designated as such on
Schedule III (which includes, for the avoidance of doubt, the Parent).


“Originator Receivable” means the indebtedness of any Obligor
resulting from the provision or sale of goods or services by an Originator
under a Contract (whether constituting an account, instrument, chattel paper or
general intangible), and includes the right to payment of any interest or
finance charges and other obligations of such Obligor with respect thereto.


“Other Companies” means the Originators and all of their
Subsidiaries except the Seller.


“Other Taxes” has the meaning specified in Section 2.10(b).


“Outstanding Balance” of any Receivable at any time means (i) in
the case of a Billed Receivable, the then outstanding principal balance
thereof, and (ii) in the case of an Unbilled Receivable, an amount calculated
as the product of the applicable Originator’s most recent forecasted fees or
charges for the related goods or services at the time such goods or services
are provided multiplied by the actual amounts of such goods or services
actually provided to the related Obligor or via an alternate method of
calculation as agreed upon by the Agent, the Originators and the Seller from
time to time.


“Parent” means DST Systems, Inc., a Delaware corporation.


“Participant”
has the meaning specified in Section 10.03(h).


“PBGC” means the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA or any entity succeeding to all
or any of its functions under ERISA.


“Pension Plan” means any “employee pension benefit plan” (as
such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by
the Parent, Seller or any Originator or any ERISA Affiliate or to which the
Parent, Seller or any Originator or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.


“Percentage” of any Bank means, (a) with respect to Citibank,
the percentage set forth on the signature page to this Agreement, or such
amount as reduced or increased by any Assignment and Acceptance entered into
with an Eligible Assignee, or (b) with respect to a Bank that has entered into
an Assignment and Acceptance, the amount set forth therein as such Bank’s 



 16















Percentage, or such amount as reduced or increased by
an Assignment and Acceptance entered into between such Bank and an Eligible
Assignee.


“Percentage Factor” means, at any time, a percentage equal to
(i) the sum of the outstanding Capital plus the Aggregate Loss and
Dilution Reserve plus the Yield and Fee Reserve divided by (ii) the
Net Receivables Pool Balance.  For
purposes of Section 6.07(ix), the Percentage Factor is to be computed daily to
reflect changes in the Net Receivables Pool Balance and Capital.  Otherwise, the Percentage Factor is to be
calculated as of the last day of the reporting period covered by each Servicer
Report and shall be set forth in each Servicer Report.


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


“Plan” means any “employee benefit plan” (as such term is
defined in Section 3(3) of ERISA) established by the Parent, Seller or any
Originator or, with respect to any such plan that is subject to Section 412 of
the Code or Title IV of ERISA, any ERISA Affiliate.


“Pool Receivable” means a Receivable in the Receivables Pool.


“Promissory Notes” means, collectively, (i) promissory
notes issued by CIESCO and (ii) participations sold by CIESCO pursuant to
Section 10.03(h); provided that the term “Promissory Notes” shall not
include the interests sold by CIESCO to a Bank or its designee under the Asset
Purchase Agreement.


“Purchase Limit” means $200,000,000, as such amount may be
reduced pursuant to Section 2.01(b). 
References to the unused portion of the Purchase Limit shall mean, at
any time, the Purchase Limit, as then reduced pursuant to Section 2.01(b),
minus the then outstanding Capital of Receivable Interests under this
Agreement.


“Receivable” means any Originator Receivable which has been
acquired by the Seller from the Parent by purchase or by capital contribution
pursuant to the Secondary Purchase Agreement.


“Receivable Interest” means, at any time, an undivided
percentage ownership interest in (i) all then outstanding Pool Receivables
arising prior to the time of the most recent computation or recomputation of
such undivided percentage interest pursuant to Section 2.03, (ii) all
Related Security with respect to such Pool Receivables, and (iii) all
Collections with respect to, and other proceeds of, such Pool Receivables.  Such undivided percentage interest shall be
computed as:


 C


AC


where:


C                                                    =                             the
Capital of such Receivable Interest at the time of computation.



 17
 









AC                                          =                             the
aggregate Capital of all Receivable Interests at the time of computation.


Each
Receivable Interest shall be determined from time to time pursuant to the provisions
of Section 2.03.


“Receivable Turnover Ratio” means, for any month, a ratio
determined as:


(NRPB/CO) x 30


where:


NRPB                            =                             the
Net Receivables Pool Balance at the end of such month.


CO              =                             Collections received
during such month.


“Receivables Pool” means at any time the aggregation of each
then outstanding Receivable.


“Register” has the meaning specified in Section 10.03(c).


“Related Security” means with respect to any
Receivable


(i)                                     all
of the Seller’s interest in any merchandise (including returned merchandise)
relating to any sale giving rise to such Receivable;


(ii)                                  all
security interests or liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all financing
statements filed against an Obligor describing any collateral securing such
Receivable;


(iii)                               all
guaranties, insurance and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Receivable
whether pursuant to the Contract related to such Receivable or otherwise; and


(iv)                              the
Contract and all other books, records and other information (including, without
limitation, computer programs, tapes, discs, punch cards, data processing
software and related property and rights) relating to such Receivable and the
related Obligor.


“Reportable Event” means any of the events set forth in Section
4043(c) of ERISA, other than events for which the 30 day notice period has been
waived.


“Revolving Period” means the period beginning on the date of the
initial purchase hereunder and terminating at the close of business on the
Business Day immediately preceding the date on which the Termination Date shall
have occurred for all Receivable Interests.



 18
 









“S&P” means Standard and Poor’s, a division of The
McGraw-Hill Companies, Inc.


“SEC” means the Securities and Exchange Commission.


“Secondary Purchase Agreement” means the Purchase and
Contribution Agreement dated as of the date of this Agreement between the
Parent, as seller and servicer, and the Seller, as purchaser, as the same may
be amended, modified or restated from time to time.


“Servicer” means at any time the Person then authorized pursuant
to Section 6.01 to administer and collect Pool Receivables.


“Servicer Default” means the occurrence of any
of the following:


(a)                                  The Servicer (i)
shall fail to perform or observe any term, covenant or agreement under this
Agreement (other than as referred to in clause (ii), (iii), (iv) or (v) of
this subsection (a)) and such failure shall remain unremedied for five
Business Days, (ii) shall fail to observe any term, covenant or agreement
contained in the first sentence of Section 6.06(b) or (iii) shall fail to
make when due any payment or deposit to be made by it under this Agreement with
respect to Capital on the date due or (iv) shall fail to make when due any
payment or deposit to be made by it under this Agreement other than with
respect to Capital within one Business Day of the date due or (v) shall
fail to deliver any Servicer Report when required and such failure shall remain
unremedied for one Business Day; or


(b)                                 Any representation or
warranty (unless such representation or warranty relates solely to one or more
specific Receivables incorrectly characterized as Eligible Receivables and
either (i) immediately following the removal of such Receivables from the
Net Receivables Pool Balance the Percentage Factor is not greater than the
Maximum Percentage Factor or (ii) the Seller shall have made any required
deemed Collection payment pursuant to Section 2.04(e) with respect to such
Receivables) made or deemed made by the Servicer (or any of its officers) under
or in connection with this Agreement or any other Transaction Document or any information
or report delivered by the Servicer pursuant to this Agreement or any other
Transaction Document shall prove to have been incorrect or untrue in any
material respect when made or deemed made or delivered; provided that if
a breach of the representation and warranty set forth in Section 4.02(i) shall
occur, no Servicer Default shall occur if such breach of representation and
warranty shall be cured (without any adverse impact on the Agent, the Investors
or the Banks or the collectibility of the Pool Receivables) within five
Business Days; or


(c)                                  The Servicer shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment
for the benefit of creditors; or any proceeding shall be instituted by or
against the Servicer seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or 



 19
 









reorganization or relief of debtors, or seeking the entry of an order
for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Servicer shall take any
corporate or other action to authorize any of the actions set forth above in
this clause (c); or


(d)                                 The Servicer shall
fail to pay any principal of or premium or interest on any of its Debt which is
outstanding in a principal amount of at least $20,000,000 in the aggregate when
the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to accelerate,
or to permit the acceleration of, the maturity of such Debt; or any such Debt
shall be declared to be due and payable, or required to be prepaid (other than
by a regularly scheduled required prepayment), redeemed, purchased or defeased,
or an offer to repay, redeem, purchase or defease such Debt shall be required
to be made, in each case prior to the stated maturity thereof; or


(e)                                  There shall have
occurred any event which would be reasonably likely to materially and adversely
affect the ability of the Servicer to collect Pool Receivables or otherwise
perform its obligations under this Agreement and the other Transaction
Documents or any provision of any Transaction Document applicable to the
Servicer shall cease to be effective and valid and binding on the Servicer; or


(f)                                    One or more
judgments for the payment of money in an aggregate amount in excess of
$20,000,000 (except to the extent covered by insurance as to which the insurer
has acknowledged such coverage in writing) shall be rendered against the
Servicer or any of its Subsidiaries or any combination thereof, and the same
shall remain undischarged for a period of 60 consecutive days during which
execution shall not be effectively stayed, or any action shall be taken by a
judgment creditor to attach or levy upon any assets of the Servicer or any of
its Subsidiaries to enforce any such judgment; or


(g)                                 At any time when the
Servicer is the Parent, the occurrence of an Event of Termination under
Section 7.01(n); or


(h)                                 (i) An ERISA
Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of the Servicer
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of $20,000,000, or (ii) the Servicer
or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace 



 20
 









period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of $20,000,000;


provided, however, that solely for the
purposes of the foregoing, any reference to the Parent, the Originators or the
Seller in the definitions of ERISA Affiliate, ERISA Event, Pension Plan or
Multiemployer Plan shall mean and be deemed a reference to the Servicer.


“Servicer Fee” has the meaning specified in Section 2.05(a).


“Servicer Fee Reserve Percentage” means, on any date, an amount
equal to:


SF  x
(RTR x 2)


360


where:


SF                                  =                                      the
percentage per annum used in the calculation of the Servicer Fee in effect on
such date.


RTR                        =                                      the
highest of the Three-Month Receivable Turnover Ratios calculated for each
of the twelve most recently ended calendar months.


“Servicer Report” means a Monthly Report or a Weekly Report.


“Settlement Date (Capital)” means the second Business Day
following the date on which each Monthly Report or Weekly Report, as the case
may be, is required to be delivered to the Agent hereunder; provided, however,
that if the Termination Date shall occur with respect to all Receivable
Interests, the Settlement Date (Capital) shall be the date(s) selected by the
Agent or, in the absence of any such selection, the “Settlement Date (Capital)”
shall be each Business Day.


“Settlement Date (Yield and Fees)” for any Receivable Interest
means the last day of each Fixed Period for such Receivable Interest; provided,
however, that if Yield with respect to such Receivable Interest is
computed by reference to the Investor Rate and no Liquidation Day exists on the
last day of a Fixed Period for such Receivable Interest, the Settlement Date
(Yield and Fees) for such Receivable Interest for such Fixed Period shall be
the second Business Day after the last day of such Fixed Period.


“Special Concentration Limit” has the meaning specified in the
definition of “Concentration Limit”.


“Solvent” means, when used with respect to any Person, that, as
of any date of determination, (a) the amount of the “present fair saleable
value” of the assets of such Person will, as of such date, exceed the amount of
all “liabilities of such Person, contingent or otherwise,” as of such date, as
such quoted terms are determined in accordance with applicable federal and
state laws governing determinations of the insolvency of debtors, (b) the
present fair 



 21
 









saleable value of the assets of such Person will, as
of such date, be greater than the amount that will be required to pay the
liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably
small amount of capital with which to conduct its business, and (d) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond its abilities to pay such debts and liabilities as they
mature. For purposes of this definition, (i) ”debt” means liability on a “claim,”
and (ii) ”claim” means any (x) right to payment, whether or not such
a right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured or (y) right to an equitable remedy for breach of performance if
such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured,
disputed, undisputed, secured or unsecured.


“Specified Obligor” means any Obligor deemed to be a Specified
Obligor in a writing executed by Seller and Agent (as amended, supplemented,
withdrawn or otherwise modified by the Seller and Agent from time to time).


“Subsidiary” means any corporation or other entity of which
securities having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time
directly or indirectly owned by the Seller or an Originator, as the case may
be, or by one or more Subsidiaries, or by the Seller or an Originator, as the
case may be, and one or more Subsidiaries.


“System Constrained Diluted Receivable” means a credit memo that
is required to be made as a result of the inability of the Originators’ MIS
systems to produce an invoice that is adjusted for contractual discounts that
are due to an Obligor and which is passed no later than six calendar days from
the invoice creation date.


“System Constrained Diluted Receivable Deduction Amount” means
an amount equal to (A) the product of 
(i) the aggregate Outstanding Balance (in each case at the time of
creation) of all Originator Receivables created by the Originators during the
most recently ended calendar month, (ii) 7.5%, and (iii) 6, divided by (B) 30.


“Taxes” has the meaning specified in Section 2.10(a).


“Termination Date” for any Receivable Interest means (i) in the
case of a Receivable Interest owned by CIESCO, the earlier of (a) the Business
Day which the Seller or the Agent so designates by notice to the other at least
one Business Day in advance for such Receivable Interest and (b) the Facility
Termination Date and (ii) in the case of a Receivable Interest owned by a Bank,
the earlier of (a) the Business Day which the Seller so designates by notice to
the Agent at least one Business Day in advance for such Receivable Interest and
(b) the Commitment Termination Date.


“Three-Month Loss Ratio” means, for any calendar month, the
average of the Loss Ratios for such calendar month and the two immediately
preceding calendar months.



 22
 









“Three-Month Receivable Turnover Ratio” means, for any
calendar month, the average of the Receivable Turnover Ratio for such calendar
month and the two immediately preceding calendar months.


“Transaction” means the transaction contemplated by this
Agreement and the other Transaction Documents.


“Transaction Document” means any of this Agreement, the Initial
Purchase Agreement, the Secondary Purchase Agreement, the Deposit Account Agreements,
the Fee Agreement, all amendments and waivers to any of the foregoing and all
other agreements and documents delivered and/or related hereto or thereto.


“Transfer Event” means the occurrence of any of
the following events:


(a)                                  a Servicer Default;
or


(b)                                 an event that but for
notice or lapse of time or both would constitute a Servicer Default of the type
described in clause (c) of the definition thereof; or


(c)                                  an Event of
Termination or Incipient Event of Termination.


“UCC” means the Uniform Commercial Code as from time to time in
effect in the specified jurisdiction.


“Unapplied Cash/Credit Memos” means, as at any time, the sum of
(i) the aggregate amount of Collections on hand at such time for payment on
account of any Eligible Receivables, the Obligor of which has not been
identified and (ii) the aggregate Outstanding Balance of all Receivables in
respect of which any credit memo issued by the applicable Originator or the
Seller is outstanding at such time to the extent deemed Collections have not been
paid pursuant to Section 2.04(e).


“Unbilled Receivable” means an Originator Receivable that is not
a Billed Receivable and with respect to which (i) there is a written
payment obligation on behalf of the related Obligor to pay such Receivable,
(ii) the applicable Originator has satisfied and fully performed all
obligations with respect to such Receivable required to be fulfilled by it, and
(iii) the applicable Originator has not generated and sent an invoice to
the related Obligor.


“Weekly Report” means a report in substantially the form of
Annex A-2 hereto setting forth the calculation of the Net Receivables Pool
Balance, the Percentage Factor and containing such additional information as
the Agent may reasonably request from time to time, furnished by the Servicer
pursuant to Section 6.02(g)(ii).


“Weekly Reporting Event” means the occurrence of either of the
following events: (a) the Consolidated Leverage Ratio as of the end of any
fiscal quarter of the Parent shall be greater than an amount that is 25 basis
points less than the ratio then applicable pursuant to clause (i) of Section
7.01(n); or (b) the Consolidated Interest Coverage Ratio as of the end of any
fiscal quarter of the Parent shall be less than an amount that is 25 basis
points more than the ratio 



 23
 









then applicable pursuant to clause (ii) of Section
7.01(n), in each case, as such ratios set forth in Section 7.01(n) shall have
been adjusted from time to time in accordance with the provisions of Section
7.01(n); provided that each of the terms “Consolidated Leverage Ratio”
and “Consolidated Interest Coverage Ratio”, together with each of the
capitalized terms used to define such terms, shall have the meaning specified
in Annex F.


“Yield” means for each Receivable Interest for each Fixed
Period:


(i)                                     for
each day during each Fixed Period to the extent an Investor will be funding its
portion of such Receivable Interest through the issuance of Promissory Notes,
commercial paper or other promissory notes, as the case may be,


IR x C x ED

     360


(ii)                                  for
each day during such Fixed Period to the extent (x) an Investor will not
be funding its portion of such Receivable Interest through the issuance of
Promissory Notes, commercial paper or other promissory notes, as the case may
be, or (y) a Bank will be funding its portion of such Receivable Interest,


AR x C x ED
        360


where:


AR                              =                                         the
Assignee Rate for such portion of such Receivable Interest for such Fixed
Period


C                                        =                                         the
Capital of such portion of such Receivable Interest during such Fixed Period


IR                                    =                                         the
Investor Rate for such portion of such Receivable Interest for such Fixed
Period


ED                                =                                         the
actual number of days elapsed during such portion of such Fixed Period


provided that no provision of this Agreement shall
require the payment or permit the collection of Yield in excess of the maximum
permitted by applicable law; and provided,  further, that Yield
for any Receivable Interest shall not be considered paid by any distribution to
the extent that at any time all or a portion of such distribution is rescinded
or must otherwise be returned for any reason.



 24
 









“Yield and Fee Reserve”
means, on any date, an amount equal to:


(C x YFRP) + (SFP x OB) + AUYF


where:


C                                   =                                           the
aggregate Capital of all Receivable Interests at the close of business of the
Servicer on such date.


YFRP             =                                          the Yield and
Fee Reserve Percentage on such date.


AUYF         =                                           accrued and
unpaid Yield, Servicer Fee and Fees on such date, for all Receivable Interests.


SFP                      =                                           the
Servicer Fee Reserve Percentage on such date.


OB                          =                                           the
aggregate Outstanding Balance of all Originator Receivables at the end of the
most recently ended calendar month.


“Yield and Fee Reserve Percentage” means, on
any date, a percentage equal to


[(AER x 1.5) + AM]
x (RTR x 2)

360


where:


AER                  =                                           the
one-month Adjusted Eurodollar Rate in effect on such date.


AM                     =                                             the
Applicable Margin in effect on such date.


RTR                   =                                           the highest
of the Three-Month Receivable Turnover Ratios calculated for each of the
twelve most recently ended calendar months on such date.


SECTION 1.02.                 Other Terms.  All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles.  All terms used in
Article 9 of the UCC in the State of New York, and not specifically
defined herein, are used herein as defined in such Article 9.


ARTICLE II


AMOUNTS AND TERMS OF THE
PURCHASES


SECTION 2.01.                 Purchase Facility.  (a)  On the terms and conditions
hereinafter set forth, CIESCO may, in its sole discretion, and the Banks shall,
ratably in accordance with their respective Bank Commitments, purchase
Receivable Interests from the 



 25
 









Seller
from time to time during the period from the date hereof to the Facility
Termination Date (in the case of CIESCO) and to the Commitment Termination Date
(in the case of the Banks).  Under no circumstances
shall CIESCO make any such purchase, or the Banks be obligated to make any such
purchase, if after giving effect to such purchase the aggregate outstanding
Capital of Receivable Interests would exceed the Purchase Limit.


(b)                                 The
Seller may at any time upon at least five Business Days’ notice to the Agent,
terminate the facility provided for in this Agreement in whole or reduce in
part the unused portion of the Purchase Limit; provided that each
partial reduction shall be in the amount of at least $1,000,000 or an integral
multiple thereof.


(c)                                  Until
the Agent gives the Seller the notice provided in Section 3.02(c)(iii), the
Agent, on behalf of the Investors which own Receivable Interests, may have the
Collections attributable to such Receivable Interests automatically reinvested
pursuant to Section 2.04 in additional undivided percentage interests in the
Pool Receivables by making an appropriate readjustment of such Receivable
Interests.  The Agent, on behalf of the
Banks which own Receivable Interests, shall have the Collections attributable
to such Receivable Interests automatically reinvested pursuant to Section 2.04
in additional undivided percentage interests in the Pool Receivables by making
an appropriate readjustment of such Receivable Interests.


SECTION 2.02.                 Making Purchases.  (a)  Each incremental purchase by
CIESCO or the Banks shall be made on at least three Business Days’ notice from
the Seller to the Agent; provided that no more than 5 purchases shall be
made in any one calendar month.  Each
such notice of an incremental purchase shall be in the form attached hereto as Annex
G and shall specify (i) the amount requested to be paid to the Seller
(such amount, which shall not be less than $5,000,000, being referred to herein
as the initial “Capital” of the Receivable Interest then being purchased) and
(ii) the date of such incremental purchase (which shall be a Business
Day).  The Agent shall promptly
thereafter notify the Seller whether CIESCO has determined to make such
purchase and, if so, whether all of the terms specified by the Seller are
acceptable to CIESCO.


If CIESCO has determined not to make a proposed purchase, the Agent
shall promptly send notice of the proposed purchase to all of the Banks
concurrently by telecopier or other electronic means specifying the date of
such purchase, each Bank’s Percentage multiplied by the aggregate amount of
Capital of Receivable Interest being purchased, whether the Yield for the Fixed
Period for such Receivable Interest is calculated based on the Eurodollar Rate
(which may be selected only if such notice is given at least three Business
Days prior to the purchase date) or the Alternate Base Rate, and the duration
of the Fixed Period for such Receivable Interest (which shall be one day if the
Seller has not selected another period).


(b)                                 On
the date of each such purchase of a Receivable Interest, CIESCO or the Banks,
as the case may be, shall, upon satisfaction of the applicable conditions set
forth in Article III, make available to the Seller in same day funds an amount
equal to the initial Capital of such Receivable Interest, at the account set
forth in the Funds Transfer Letter; provided, however, if such
purchase is being made by the Banks following the designation by the Agent of a
Termination Date for a Receivable Interest owned by an Investor pursuant to
clause (i)(a) of the definition of Termination Date and any Capital of
such Receivable Interest is outstanding on 



 26
 









such date of
purchase, the Seller hereby directs the Banks to pay the proceeds of such
purchase (to the extent of the outstanding Capital and accrued Yield on such
Receivable Interest of the Investor) to the Agent’s Account, for application to
the reduction of the outstanding Capital and accrued Yield on such Receivable
Interest of the Investor.


(c)                                  Effective
on the date of each purchase pursuant to this Section 2.02 and each
reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns
to the Agent, for the benefit of the parties making such purchase, an undivided
percentage ownership interest, to the extent of the Receivable Interest then
being purchased, in each Pool Receivable then existing and in the Related
Security and Collections with respect thereto.


(d)                                 Notwithstanding
the foregoing, a Bank shall not be obligated to make purchases under this
Section 2.02 at any time in an amount which would exceed such Bank’s Bank
Commitment less such Bank’s ratable share of the aggregate outstanding Capital
held by CIESCO (whether or not any portion thereof has been assigned under the
Asset Purchase Agreement), after giving effect to any reductions of the Capital
held by CIESCO to be made on the date of such purchase (whether from the
distribution of Collections or from the proceeds of purchases by the Banks).  Each Bank’s obligation shall be several, such
that the failure of any Bank to make available to the Seller any funds in
connection with any purchase shall not relieve any other Bank of its
obligation, if any, hereunder to make funds available on the date of such
purchase, but no Bank shall be responsible for the failure of any other Bank to
make funds available in connection with any purchase.


SECTION 2.03.                 Receivable Interest Computation.  Each Receivable Interest shall be initially
computed on its date of purchase.  Thereafter
until the Termination Date for such Receivable Interest, such Receivable
Interest shall be automatically recomputed (or deemed to be recomputed) on each
day other than a Liquidation Day.  Any
Receivable Interest, as computed (or deemed recomputed) as of the day
immediately preceding the Termination Date for such Receivable Interest, shall
thereafter remain constant.  Each
Receivable Interest shall become zero when Capital thereof and Yield thereon
shall have been paid in full, and all Fees and other amounts owed by the Seller
hereunder to the Investors, the Banks or the Agent are paid and the Servicer
shall have received the accrued Servicer Fee thereon.


SECTION 2.04.                 Settlement Procedures.  (a)  Collection of the Pool
Receivables shall be administered by the Servicer, in accordance with the terms
of Article VI of this Agreement. 
The Seller shall provide to the Servicer (if other than the Seller) on a
timely basis all information needed for such administration, including notice
of the occurrence of any Liquidation Day and current computations of each
Receivable Interest.


(b)                                 The
Servicer shall, on each day on which Collections of Pool Receivables are
received by it:


(i)                                     with
respect to each Receivable Interest, set aside and hold in trust (and, at the
request of the Agent, segregate) for the Investors or the Banks that hold such
Receivable Interest, out of the percentage of such Collections represented by
such Receivable Interest, an amount equal to the Yield, Fees and 



 27
 









Servicer Fee accrued
through such day for such Receivable Interest and not previously set aside;


(ii)           with respect to each Receivable
Interest, if such day is not a Liquidation Day for such Receivable Interest,
reinvest with the Seller on behalf of the Investors or the Banks that hold such
Receivable Interest the percentage of such Collections represented by such
Receivable Interest, to the extent representing a return of Capital, by
recomputation of such Receivable Interest pursuant to Section 2.03;


(iii)          if such day is a Liquidation Day for
any one or more Receivable Interests, set aside and hold in trust (and, at the
request of the Agent, segregate) for the Investors or the Banks that hold such
Receivable Interests (x) if such day is a Liquidation Day for less than all of
the Receivable Interests, the percentage of such Collections represented by
such Receivable Interests, and (y) if such day is a Liquidation Day for all of
the Receivable Interests, all of the remaining Collections (but not in excess
of the Capital of such Receivable Interests and any other amounts payable by
the Seller hereunder); provided that if amounts are set aside and held
in trust on any Liquidation Day occurring prior to the Termination Date, and
thereafter prior to the Settlement Date (Capital) for such Fixed Period the
conditions set forth in Section 3.02 are satisfied or waived by the Agent, such
previously set aside amounts shall, to the extent representing a return of
Capital, be reinvested in accordance with the preceding subsection (ii) on the
day of such subsequent satisfaction or waiver of conditions; provided, further,
if such day is a Liquidation Day for one or more Receivable Interests solely by
reason of the designation by the Agent for an Investor of a Termination Date
for a Receivable Interest pursuant to clause (i)(a) of the definition of
Termination Date (and no other event or condition qualifying as a Liquidation
Day has occurred), then the Servicer shall periodically notify such Investor
Agent of the amounts set aside and held in trust pursuant to this clause (iii)
on account of such Receivable Interests (which notice shall be given at such
times as the Servicer and such Agent may agree, but no less frequently than
weekly), the Banks shall make periodic purchases of the Receivable Interests
from the Seller having initial Capital equal to the amounts so set aside and
held in trust, the Seller hereby directs such Banks to pay the proceeds of such
purchases to the Agent’s Account, for application to the reduction of the
outstanding Capital on such Receivable Interests of such Investor, and the
amounts so set aside and held in trust shall be paid by the Servicer to the
Seller on account of the purchase price of the Receivable Interests so
purchased by such Banks; and


(iv)          during such times as amounts are
required to be reinvested in accordance with the foregoing
subsection (ii) or the proviso to subsection (iii), release to the
Seller for its own account any Collections in excess both of such amounts and
of the amounts that are required to be set aside pursuant to
subsection (i) above.



 28
 









(c)                                  On
each Settlement Date (Yield and Fees), the Servicer shall deposit into the
Agent’s Account Collections held for the Agent and/or the Investors or the
Banks pursuant to Section 2.04(b) that relate to the Receivable Interests
owned by such Investors and Banks.  In
addition, during the Revolving Period, on each Settlement Date (Capital)
following delivery of a Servicer Report which shows that the Percentage Factor
on the last day of the applicable reporting period was greater than the Maximum
Percentage Factor, and on each Business Day thereafter until such condition no
longer exists, the Servicer shall deposit into the Agent’s Account Collections
set aside for the Agent and/or the Investors or the Banks pursuant to clause (iii)
of Section 2.04(b); provided that the aggregate amount deposited
pursuant to this sentence with respect to any Servicer Report shall not exceed
an amount such that, after giving effect to the application of such amount to
the reduction of Capital with respect to the Receivable Interests shown in that
Servicer Report, the Percentage Factor is equal to the Maximum Percentage
Factor.


(d)                                 Upon
receipt of funds deposited into the Agent’s Account, the Agent shall distribute
them as follows:


(i)                                     if
such distribution occurs on a day that is not a Liquidation Day, first
to the Investors or the Banks that hold the relevant Receivable Interest and to
the Agent in payment in full of all accrued Yield and Fees and then to
the Servicer in payment in full of all accrued Servicer Fee; or


(ii)                                  if
such distribution occurs on a Liquidation Day, to the extent the Agent is then
holding funds deposited pursuant to the second sentence of
Section 2.04(c), to the Investors or the Banks that hold the relevant
Receivable Interest in reduction of Capital and then in accordance with
clause (iii) below;


(iii)                               if
such distribution occurs on a Liquidation Day, after any payments required in
accordance with clause (ii) above, first to the Agent in payment of any
amounts owed by the Seller to the Agent pursuant to Section 10.04(a) in
connection with out-of-pocket costs and expenses incurred by the
Agent, second to the Servicer (if the Servicer is not the Parent or an
Affiliate of the Parent) in payment in full of all accrued Servicer Fees, third
to the Investors or the Banks that hold the relevant Receivable Interest and to
the Agent in payment in full of all accrued Yield, Fees and Liquidation Fees, fourth
to such Investors or Banks in reduction to zero of all Capital, fifth to
such Investors, Banks or the Agent in payment of any other amounts owed by the
Seller hereunder which have not been paid pursuant to clauses first
through fourth above, and sixth to the Servicer (if the Servicer is the
Parent or an Affiliate of the Parent) in payment in full of all accrued
Servicer Fees.


After the Capital, Yield, Fees and Servicer Fee with respect to a
Receivable Interest, and any other amounts payable by the Seller to the
Investors, the Banks or the Agent hereunder or under any other Transaction Document
have been paid in full, all additional Collections with respect to such
Receivable Interest shall be paid to the Seller for its own account.



 29
 









(e)                                  For
the purposes of this Section 2.04:


(i)                                     if
on any day any Pool Receivable becomes (in whole or in part) a Diluted
Receivable, the Seller shall be deemed to have received on such day a
Collection of such Pool Receivable in the amount of such Diluted Receivable;


(ii)                                  if
on any day any of the representations or warranties contained in Section
4.01(h) is no longer true with respect to any Pool Receivable, the Seller shall
be deemed to have received on such day a Collection of such Pool Receivable in
full;


(iii)                               except
as provided in subsection (i) or (ii) of this Section 2.04(e), or as
otherwise required by applicable law or the relevant Contract, all Collections
received from an Obligor of any Receivables shall be applied to the Receivables
of such Obligor in the order of the age of such Receivables, starting with the
oldest such Receivable, unless such Obligor designates its payment for
application to specific Receivables; and


(iv)                              if
and to the extent the Agent, the Investors or the Banks shall be required for
any reason to pay over to an Obligor any amount received on its behalf
hereunder, such amount shall be deemed not to have been so received but rather
to have been retained by the Seller and, accordingly, the Agent, the Investors
or the Banks, as the case may be, shall have a claim against the Seller for
such amount, payable when and to the extent that any distribution from or on
behalf of such Obligor is made in respect thereof.


(f)                                    Within
one Business Day after the end of each Fixed Period in respect of which Yield
is computed by reference to the Investor Rate, the Agent shall furnish the
Seller with an invoice setting forth the amount of the accrued and unpaid Yield
and Fees for such Fixed Period with respect to the Receivable Interests held by
the Investors and the Banks.


SECTION 2.05.                 Fees.  (a)  Each Investor and Bank shall
pay to the Servicer a fee (the “Servicer Fee”) of 1/2 of 1% per annum of
an amount equal to the Receivable Interest of such Investor or Bank (expressed
as a percentage) multiplied by the average daily Outstanding Balance of all
Receivables, from the date of purchase of such Receivable Interest until the
later of the Termination Date for such Receivable Interest or the date on which
such Capital is reduced to zero, payable on each Settlement Date (Yield and
Fees) for such Receivable Interest.  Upon
three Business Days’ notice to the Agent, the Servicer (if not the Parent, an
Originator, the Seller or its designee or an Affiliate of the Seller) may elect
to be paid, as such fee, another percentage per annum on the average daily
Outstanding Balance of all Receivables, but in no event in excess of 110% of
the reasonable costs and expenses of the Servicer in administering and
collecting the Receivables in the Receivables Pool.  The Servicer Fee shall be payable only from
Collections pursuant to, and subject to the priority of payment set forth in,
Section 2.04.  So long as the Parent is
acting as the Servicer hereunder, amounts paid as the Servicer Fee pursuant to
this Section 2.05(a) shall reduce, on a dollar-for-dollar basis, the obligation
of the Seller to pay 



 30
 









the
“Servicer Fee” pursuant to Section 6.03 of the Secondary Purchase Agreement; provided
that such obligation of the Seller shall in no event be reduced below zero.


(b)                                 The
Seller shall pay to the Agent certain fees (collectively, the “Fees”) in
the amounts and on the dates set forth in a separate fee agreement to be dated
as of May 25, 2007 between the Seller and the Agent, as the same may be amended
or restated from time to time (the “Fee Agreement”).


SECTION 2.06.                 Payments and Computations, Etc.  (a)  All amounts to be paid or
deposited by the Seller or the Servicer hereunder shall be paid or deposited no
later than 11:00 A.M. (New York City time) on the day when due in same day
funds to the Agent’s Account.


(b)                                 All
computations of Yield, fees, and other amounts hereunder shall be made on the
basis of a year of 360 days for the actual number of days (including the first
but excluding the last day) elapsed. 
Whenever any payment or deposit to be made hereunder shall be due on a
day other than a Business Day, such payment or deposit shall be made on the
next succeeding Business Day and such extension of time shall be included in
the computation of such payment or deposit.


SECTION 2.07.                 Dividing or Combining Receivable
Interests.  Either the Seller or the
Agent may, upon notice to the other party received at least three Business Days
prior to the last day of any Fixed Period in the case of the Seller giving
notice, or up to the last day of such Fixed Period in the case of the Agent
giving notice, either (i) divide any Receivable Interest into two or more
Receivable Interests having aggregate Capital equal to the Capital of such
divided Receivable Interest, or (ii) combine any two or more Receivable
Interests originating on such last day or having Fixed Periods ending on such
last day into a single Receivable Interest having Capital equal to the
aggregate of the Capital of such Receivable Interests; provided, however,
that no Receivable Interest owned by CIESCO may be combined with a Receivable
Interest owned by any Bank.


SECTION 2.08.                 Increased Costs.  (a)  If CNAI, any Investor, any
Bank, any entity which purchases or enters into a commitment to purchase
Receivable Interests or interests therein, or any of their respective
Affiliates (each an “Affected Person”) determines that compliance with
any law or regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) affects
or would affect the amount of the capital required or expected to be maintained
by such Affected Person and such Affected Person determines that the amount of
such capital is increased by or based upon the existence of any commitment to
make purchases of or otherwise to maintain the investment in Pool Receivables
or interests therein related to this Agreement or to the funding thereof and
other commitments of the same type, then, upon demand by such Affected Person
(with a copy to the Agent), the Seller shall immediately pay to the Agent for
the account of such Affected Person (as a third-party beneficiary), from time
to time as specified by such Affected Person, additional amounts sufficient to
compensate such Affected Person in the light of such circumstances, to the
extent that such Affected Person reasonably determines such increase in capital
to be allocable to the existence of any of such commitments.  A certificate as to such



 31















amounts submitted to the Seller and the Agent by such
Affected Person shall be conclusive and binding for all purposes, absent
manifest error.


(b)           If, due to either (i) the
introduction of or any change (other than any change by way of imposition
or increase of reserve requirements referred to in Section 2.09) in or in
the interpretation of any law or regulation or (ii) compliance with any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law), there shall be any increase in the
cost to any Investor or Bank of agreeing to purchase or purchasing, or
maintaining the ownership of Receivable Interests in respect of which Yield is
computed by reference to the Eurodollar Rate, then, upon demand by such Investor
or Bank (with a copy to the Agent), the Seller shall immediately pay to the
Agent, for the account of such Investor or Bank (as a third-party beneficiary),
from time to time as specified by such Investor or Bank, additional amounts
sufficient to compensate such Investor or Bank for such increased costs.  A certificate as to such amounts setting
forth in reasonable detail the reason for charging such additional amounts
submitted to the Seller and the Agent by such Investor or Bank shall be
conclusive and binding for all purposes, absent manifest error.


SECTION 2.09.      Additional Yield on Receivable
Interests Bearing a Eurodollar Rate. 
The Seller shall pay to any Investor or Bank, so long as such Investor
or Bank shall be required under regulations of the Board of Governors of the
Federal Reserve System to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities, additional Yield on
the unpaid Capital of each Receivable Interest of such Investor or Bank during
each Fixed Period in respect of which Yield is computed by reference to the
Eurodollar Rate, for such Fixed Period, at a rate per annum equal at all times
during such Fixed Period to the remainder obtained by subtracting (i) the
Eurodollar Rate for such Fixed Period from (ii) the rate obtained by dividing
such Eurodollar Rate referred to in clause (i) above by that percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage of such Investor or
Bank for such Fixed Period, payable on each date on which Yield is payable on
such Receivable Interest.  Such
additional Yield shall be determined by such Investor or Bank and notice
thereof given to the Seller through the Agent within 30 days after any Yield
payment is made with respect to which such additional Yield is requested.  A certificate as to such additional Yield
setting forth in reasonable detail the calculation of such additional Yield
submitted to the Seller and the Agent by such Investor or Bank shall be
conclusive and binding for all purposes, absent manifest error.


SECTION 2.10.      Taxes.  (a)  Any and all payments and
deposits required to be made hereunder or under any other Transaction Document
by the Servicer or the Seller shall be made free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding
net income taxes that are imposed by the United States and franchise taxes and
net income taxes that are imposed on an Affected Person by the state or foreign
jurisdiction under the laws of which such Affected Person is organized or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as “Taxes”).  If the Seller or the
Servicer shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Affected Person, (i) the Seller shall make an
additional payment to such Affected Person, in an amount sufficient so that,
after making all required deductions (including deductions applicable to
additional sums 



 32
 









payable under this Section 2.10), such
Affected Person receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Seller or the Servicer, as the case
may be, shall make such deductions and (iii) the Seller or the Servicer,
as the case may be, shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.  Within 30 days after the date of any
such payment of Taxes, the Seller or the Servicer, as the case may be, will
furnish to such Affected Person the original or a certified copy of a receipt evidencing
payment thereof.


(b)           In addition, the Seller agrees to pay
any present or future stamp or other documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or under any other Transaction Document or from the execution, delivery
or registration of, or otherwise with respect to, this Agreement or any other
Transaction Document (hereinafter referred to as “Other Taxes”).


(c)           The Seller will indemnify each
Affected Person for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.10) paid by such Affected Person and any
liability (including penalties, interest and expenses) arising therefrom or
with respect thereto whether or not such Taxes or Other Taxes were correctly or
legally asserted.  This indemnification
shall be made within thirty days from the date the Affected Person makes
written demand therefor (and a copy of such demand shall be delivered to the
Agent).  A certificate as to the amount
of such indemnification submitted to the Seller and the Agent by such Affected
Person, setting forth, in reasonable detail, the basis for and the calculation
thereof, shall be conclusive and binding for all purposes absent manifest
error.


(d)           Each Affected Person which is
organized outside the United States and which is entitled to an exemption from,
or reduction of, withholding tax under the laws of the United States as in
effect on the date hereof (or, in the case of any Person which becomes an
Affected Person after the date hereof, on the date on which it so becomes an
Affected Person with respect to any payments under this Agreement) shall, on or
prior to the date hereof (or, in the case of any Person who becomes an Affected
Person after the date hereof, on or prior to the date on which it so becomes an
Affected Person), deliver to the Seller such certificates, documents or other
evidence, as required by the Code or Treasury Regulations issued pursuant
thereto, including Internal Revenue Service Form W-8BEN or Form W-8ECI
and any other certificate or statement of exemption required by Treasury
Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or any
subsequent version thereof, properly completed and duly executed by such Affected
Person as will permit such payments to be made without withholding or at a
reduced rate.  Each such Affected Person
shall from time to time thereafter, upon written request from the Seller,
deliver to the Seller any new certificates, documents or other evidence as
described in the preceding sentence as will permit payments under this
Agreement to be made without withholding or at a reduced rate (but only so long
as such Affected Person is legally able to do so).


(e)           The Seller shall not be required to pay
any amounts to any Affected Person in respect of Taxes and Other Taxes pursuant
to paragraphs (a), (b) and (c) above if the obligation to pay such amounts is
attributable to the failure by such Affected Person to comply with the
provisions of paragraph (d) above; provided, however, that should
an Affected Person 



 33
 









become subject to Taxes because of its
failure to deliver a form required hereunder, the Seller shall take such steps
as such Affected Person shall reasonably request to assist such Affected Person
to recover such Taxes.


SECTION 2.11.      Security Interest.  To secure the performance by the Seller of
all the terms, covenants and agreements on the part of the Seller (whether as
Seller or otherwise) to be performed under this Agreement or any document
delivered in connection with this Agreement in accordance with the terms
thereof, including the punctual payment when due of all obligations of the
Seller hereunder or thereunder, whether for indemnification payments, Yield,
Capital, Liquidation Fee, Fees, expenses or otherwise (all of the foregoing,
collectively, the “Obligations”), the Seller hereby assigns to the Agent
for its benefit and the ratable benefit of the Investors and the Banks, and
hereby grants to the Agent for its benefit and the ratable benefit of the
Investors and the Banks, a security interest in, all of the Seller’s right,
title and interest in and to the following (collectively, the “Collateral”):
(A) the Secondary Purchase Agreement, including, without limitation,
(i) all rights of the Seller to receive moneys due or to become due under
or pursuant to the Secondary Purchase Agreement, (ii) all security
interests and property subject thereto from time to time purporting to secure
payment of monies due or to become due under or pursuant to the Secondary
Purchase Agreement, (iii) all rights of the Seller to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to the Secondary
Purchase Agreement, (iv) claims of the Seller for damages arising out of
or for breach of or default under the Secondary Purchase Agreement, and
(v) the right of the Seller to compel performance and otherwise exercise
all remedies thereunder; (B) the Initial Purchase Agreement, including,
without limitation, (i) all rights of the purchaser thereunder (which
rights have been pledged or assigned to the Seller pursuant to the Secondary
Purchase Agreement) to receive moneys due or to become due under or pursuant to
the Initial Purchase Agreement, (ii) all security interests and property
subject thereto from time to time purporting to secure payment of monies due or
to become due under or pursuant to the Initial Purchase Agreement (which
interests of purchaser thereunder have been pledged or assigned to the Seller
pursuant to the Secondary Purchase Agreement), (iii) all rights of the
purchaser thereunder to receive proceeds of any insurance, indemnity, warranty
or guaranty with respect to the Initial Purchase Agreement (which rights of the
purchaser thereunder have been pledged or assigned to the Seller pursuant to
the Secondary Purchase Agreement), (iv) claims of the purchaser thereunder
for damages arising out of or for breach of or default under the Initial
Purchase Agreement (which claims and rights of the purchaser thereunder have
been pledged or assigned to the Seller pursuant to the Secondary Purchase
Agreement), and (v) the right of the Seller to compel performance and
otherwise exercise all remedies thereunder (which rights of the purchaser
thereunder have been pledged or assigned to the Seller pursuant to the
Secondary Purchase Agreement); (C) all Receivables, whether now owned and
existing or hereafter acquired or arising, the Related Security with respect
thereto and the Collections and all other assets, including, without
limitation, accounts, chattel paper, instruments and general intangibles (as
those terms are defined in the UCC), including undivided interests in any of
the foregoing; (D) the Lock-Boxes and Deposit Accounts and the funds
deposited in such accounts; and (E) to the extent not included in the
foregoing, all proceeds of any and all of the foregoing.


SECTION 2.12.      Sharing of Payments.  If any Investor or any Bank (for purposes of
this Section only, referred to as a “Recipient”) shall obtain payment
(whether voluntary, involuntary, through the exercise of any right of setoff,
or otherwise) on account of



 34
 









the Capital of, or Yield on, any Receivable
Interest or portion thereof owned by it in excess of its ratable share of
payments made on account of the Capital of, or Yield on, all of the Receivable
Interests owned by the Investors and the Banks (other than as a result of
different methods for calculating Yield), such Recipient shall forthwith
purchase from the Investors or the Banks which received less than their ratable
share participations in the Receivable Interests owned by such Persons as shall
be necessary to cause such Recipient to share the excess payment ratably with
each such other Person; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such Recipient,
such purchase from each such other Person shall be rescinded and each such
other Person shall repay to the Recipient the purchase price paid by such
Recipient for such participation to the extent of such recovery, together with
an amount equal to such other Person’s ratable share (according to the
proportion of (a) the amount of such other Person’s required payment to
(b) the total amount so recovered from the Recipient) of any interest or
other amount paid or payable by the Recipient in respect of the total amount so
recovered.


SECTION 2.13.      Right of Setoff.  Without in any way limiting the provisions of
Section 2.12, the Agent and each Investor and each Bank is hereby
authorized (in addition to any other rights it may have) at any time after the
occurrence and during the continuance of an Event of Termination or an
Incipient Event of Termination to set-off, appropriate and apply (without
presentment, demand, protest or other notice which are hereby expressly waived)
any deposits and any other indebtedness held or owing by the Agent or such
Investor or such Bank to, or for the account of, the Seller, the Servicer or
any Originator against any amount owing by the Seller, the Servicer or any
Originator, as the case may be, to such Person or to the Agent on behalf of
such Person (even if contingent or unmatured).


ARTICLE III


CONDITIONS OF PURCHASES


SECTION 3.01.      Conditions Precedent to Initial
Purchase.  The initial purchase of a
Receivable Interest under this Agreement is subject to the conditions precedent
that the Agent shall have received on or before the date of such purchase the
following, each (unless otherwise indicated) dated such date, in form and
substance satisfactory to the Agent:


(a)           Certified copies of the resolutions (or
similar authorization, if not a corporation) of the Board of Directors (or
similar governing body or Persons, if not a corporation) of the Seller and the
Originators approving this Agreement, the Secondary Purchase Agreement, the
Initial Purchase Agreement and any other Transaction Documents to which it is a
party and certified copies of all documents evidencing other necessary
corporate or limited liability company action, as the case may be, and
governmental approvals, if any, with respect to this Agreement, the Secondary
Purchase Agreement, the Initial Purchase Agreement and any such other
Transaction Documents.


(b)           A certificate of the Secretary or
Assistant Secretary of the Seller and the Originators certifying the names and
true signatures of the officers of the Seller and the 



 35
 









Originators authorized to sign this
Agreement, the Secondary Purchase Agreement, the Initial Purchase Agreement and
the other documents to be delivered by it hereunder and thereunder.


(c)           Acknowledgment copies (or other evidence
of filing satisfactory to the Agent) of proper financing statements, duly filed
on or before the date of such initial purchase under the UCC of all
jurisdictions that the Agent may deem necessary or desirable in order to
perfect the ownership and security interests contemplated by this Agreement,
the Secondary Purchase Agreement and the Initial Purchase Agreement.


(d)           Acknowledgment copies (or other
evidence of filing satisfactory to the Agent) of proper financing statements,
if any, necessary to release all security interests and other rights of any
Person in (i) the Receivables, Contracts or Related Security previously
granted by the Seller or the Originators and (ii) the collateral security
referred to in Section 2.11 previously granted by the Seller.


(e)           Completed requests for information,
dated on or before the date of such initial purchase, listing all effective
financing statements filed in the jurisdictions referred to in
subsection (c) above and in any other jurisdiction reasonably requested by
the Agent that name the Seller or any Originator as debtor, together with
copies of such financing statements (none of which shall cover any Receivables,
Contracts, Related Security or the collateral security referred to in
Section 2.11).


(f)            Executed copies of Deposit Account
Agreements with each Deposit Bank.


(g)           Favorable opinions of Skadden, Arps,
Slate, Meagher & Flom LLP, counsel for the Seller and the Originators, and
of Randall D. Young, General Counsel of the Parent, substantially in the form
of Annex C hereto and as to such other matters as the Agent may reasonably
request.


(h)           The Fee Agreement.


(i)            The Funds Transfer Letter.


(j)            An executed copy of the (i) Initial
Purchase Agreement and (ii) the Secondary Purchase Agreement.


(k)           A copy of the by-laws, the limited
liability company agreement, operating agreement or regulations (as applicable)
of the Seller and each of the Originators, certified by the Secretary or
Assistant Secretary of the Seller or such Originator, as the case may be.


(l)            A copy of the certificate or
articles of incorporation or the certificate of formation, as applicable, of
the Seller and each Originator, certified as of a recent date by the Secretary
of State or other appropriate official of the state of its organization, and a certificate
as to the good standing of the Seller and each Originator from such Secretary
of State or other official, dated as of a recent date.


(m)          The opening pro forma balance sheet of
the Seller referred to in Section 4.01(e).



 36
 









(n)           Such other approvals, opinions or
documents as the Agent may reasonably request.


SECTION 3.02.      Conditions Precedent to All Purchases
and Reinvestments.  Each purchase
(including the initial purchase) and each reinvestment shall be subject to the
further conditions precedent that (a) in the case of each purchase, the
Servicer shall have delivered to the Agent at least one Business Day prior to
such purchase, in form and substance satisfactory to the Agent, a completed
Servicer Report covering the most recently ended reporting period for which a
Servicer Report is required to be delivered pursuant to Section 6.02(g) and
demonstrating that after giving effect to such purchase no Event of Termination
or Incipient Event of Termination under Section 7.01(i) would occur, (b) in
the case of each reinvestment, the Servicer shall have delivered to the Agent
on or prior to the date of such reinvestment, in form and substance
satisfactory to the Agent, a completed Servicer Report covering the most
recently ended reporting period for which a Servicer Report is required to be
delivered pursuant to Section 6.02(g), (c) on the date of such
purchase or reinvestment the following statements shall be true, except that
the statement in clause (iii) below is required to be true only if such
purchase or reinvestment is by an Investor (and acceptance of the proceeds of
such purchase or reinvestment shall be deemed a representation and warranty by
the Seller, the Servicer and the Parent (each as to itself) that such
statements are then true):


(i)            The representations and warranties
contained in Sections 4.01, 4.02 and 4.03 are correct on and as of the
date of such purchase or reinvestment as though made on and as of such date;


(ii)           No event has occurred and is
continuing, or would result from such purchase or reinvestment, that
constitutes an Event of Termination or an Incipient Event of Termination;


(iii)          The Agent shall not have given the
Seller at least one Business Day’s notice that the Investors have terminated
the reinvestment of Collections in Receivable Interests;


(iv)          No Originator (other than the Parent)
shall have stopped selling or contributing to the Parent, pursuant to the
Initial Purchase Agreement, all Originator Receivables originated by it and
arising on or prior to such date; and


(v)           The Parent shall not have stopped
selling or contributing to the Seller, pursuant to the Secondary Purchase
Agreement, all Originator Receivables originated by it and arising on or prior
to such date or transferred to it by another Originator pursuant to the Initial
Purchase Agreement on or prior to such date; and


(d) The Agent shall have received such other
approvals, opinions or documents as it may reasonably request.



 37
 









ARTICLE IV


REPRESENTATIONS AND WARRANTIES


SECTION 4.01.      Representations and Warranties of the
Seller.  The Seller hereby represents
and warrants as follows:


(a)           The Seller is a limited liability
company duly formed, validly existing and in good standing under the laws of
the jurisdiction set forth in Schedule IV hereto (as such Schedule IV may
be amended from time to time pursuant to Section 5.01(b)), and is duly
qualified to do business, and is in good standing, in every jurisdiction where
the nature of its business requires it to be so qualified.


(b)           The execution, delivery and
performance by the Seller of the Transaction Documents to which it is a party
and the other documents to be delivered by it hereunder, including the Seller’s
use of the proceeds of purchases and reinvestments, (i) are within the
Seller’s limited liability company powers, (ii) have been duly authorized
by all necessary limited liability company action, (iii) do not contravene
(1) the Seller’s certificate of formation or limited liability company
agreement, (2) any law, rule or regulation applicable to the Seller,
(3) any contractual restriction binding on or affecting the Seller or its
property or (4) any order, writ, judgment, award, injunction or decree
binding on or affecting the Seller or its property, and (iv) do not result
in or require the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of its properties (except for the
interest created pursuant to this Agreement). 
Each of the Transaction Documents to which the Seller is a party has
been duly executed and delivered by the Seller.


(c)           No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Seller of the Transaction Documents to which it is a party or any other
document to be delivered thereunder, except for the filing of UCC financing
statements which are referred to therein.


(d)           Each of the Transaction Documents to
which the Seller is a party constitutes the legal, valid and binding obligation
of the Seller enforceable against the Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of creditors generally and general equitable principles
(whether considered in a proceeding at law or in equity).


(e)           The opening pro forma balance sheet
of the Seller as at April 30, 2007, giving effect to the initial purchase to be
made under this Agreement, a copy of which has been furnished to the Agent,
fairly presents the financial condition of the Seller as at such date, in
accordance with generally accepted accounting principles, and since April 30,
2007 there has been no material adverse change in the business, operations,
property, prospects or financial or other condition of the Seller.


(f)            There is no pending or threatened
action, investigation or proceeding affecting the Seller before any court,
governmental agency or arbitrator which may materially 



 38
 









adversely affect the financial condition or
operations of the Seller or the ability of the Seller to perform its
obligations under the Transaction Documents, or which purports to affect the
legality, validity or enforceability of any Transaction Documents.


(g)           No proceeds of any purchase or
reinvestment will be used (i) to acquire any equity security of a class
which is registered pursuant to Section 12 of the Securities Exchange Act of
1934 or (ii) for the purpose, whether immediate, incidental or ultimate,
of buying or carrying any “margin stock” within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve
System of the United States.


(h)           Immediately prior to the purchase by
the Investor or the Banks, as the case may be, the Seller is the legal and
beneficial owner of the Pool Receivables and Related Security free and clear of
any Adverse Claim; the Investors or the Banks, as the case may be, shall
acquire on the Effective Date and thereafter shall continue to have a valid and
perfected first priority security interest in each Pool Receivable then
existing or thereafter arising and in the Related Security and Collections with
respect thereto.  No effective financing
statement or other instrument similar in effect covering any Contract or any
Pool Receivable or the Related Security or Collections with respect thereto is
on file in any recording office, except those filed in favor of the Agent
relating to this Agreement, those filed by the Seller pursuant to the Secondary
Purchase Agreement, and those filed by the Parent pursuant to the Initial
Purchase Agreement.  Each Receivable
characterized in any Servicer Report or other written statement made by or on
behalf of the Seller as an Eligible Receivable or as included in the Net
Receivables Pool Balance is, as of the date of such Servicer Report or other
statement, an Eligible Receivable or properly included in the Net Receivables
Pool Balance.


(i)            Each Servicer Report (if prepared by
the Seller or one of its Affiliates, or to the extent that information
contained therein is supplied by the Seller or an Affiliate), information,
exhibit, financial statement, document, book, record or report furnished or to
be furnished at any time by or on behalf of the Seller to the Agent, the
Investors or the Banks in connection with this Agreement is or will be accurate
in all material respects as of its date or (except as otherwise disclosed to
the Agent, Investors or the Banks, as the case may be, at such time) as of the
date so furnished, or, as applicable, as of a date certain specified in such
report, and no such document contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they were made, not misleading.


(j)            The principal place of business and
chief executive office of the Seller and the office where the Seller keeps its
records concerning the Pool Receivables are located at the address or addresses
referred to in Section 5.01(b).  The
Seller is located in the jurisdiction of organization set forth in Schedule IV
hereto for purposes of Section 9-307 of the UCC as in effect in the State of
New York; and the office in the jurisdiction of organization of the Seller in
which a UCC financing statement is required to be filed in order to perfect the
security interest granted by the Seller hereunder is set forth in
Schedule IV hereto (in each case as such Schedule IV may be amended
from time to time pursuant to Section 5.01(b)).


(k)           The names and addresses of all the
Deposit Banks, together with the post office boxes and account numbers of the
Lock-Boxes and Deposit Accounts of the Seller at such 



 39
 









Deposit Banks, are as specified in
Schedule I hereto, as such Schedule I may be amended from time to
time pursuant to Section 5.01(g).  The
Lock-Boxes and Deposit Accounts are the only post office boxes and accounts
into which Collections of Receivables are deposited or remitted.  The Seller has delivered to the Agent a fully
executed Deposit Account Agreement with respect to each Deposit Account and any
associated Lock-Boxes.


(l)            Each purchase of a Receivable
Interest and each reinvestment of Collections in Pool Receivables will
constitute (i) a “current transaction” within the meaning of
Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a
purchase or other acquisition of notes, drafts, acceptances, open accounts
receivable or other obligations representing part or all of the sales price of
merchandise, insurance or services within the meaning of Section 3(c)(5)
of the Investment Company Act of 1940, as amended.


(m)          The Seller is not known by and does
not use any tradename or doing-business-as name.


(n)           The Seller was formed on April 12,
2007, and the Seller did not engage in any business activities prior to the
date of this Agreement.  The Seller has
no Subsidiaries.


(o)           The Seller is Solvent.


(p)           With respect to each Pool Receivable,
the Seller (i) shall have received such Pool Receivable as a contribution
to the capital of the Seller by the Parent or (ii) shall have purchased
such Pool Receivable from the Parent in exchange for payment (made by the
Seller to the Parent in accordance with the provisions of the Secondary
Purchase Agreement) of cash in an amount which constitutes fair consideration and
reasonably equivalent value.  Each such
sale referred to in clause (ii) of the preceding sentence shall not have
been made for or on account of an antecedent debt owed by the Parent to the
Seller.


(q)           The Seller has (i) timely filed
all federal tax returns required to be filed, (ii) timely filed all other
material state and local tax returns and (iii) paid or made adequate
provision for the payment of all taxes, assessments and other governmental
charges (other than any tax, assessment or governmental charge which is being
contested in good faith and by proper proceedings, and with respect to which
the obligation to pay such amount is adequately reserved against in accordance
with generally accepted accounting principles).


(r)            No event has occurred and is
continuing that constitutes an Event of Termination or an Incipient Event of
Termination.


SECTION 4.02.      Representations and Warranties of the
Servicer.  The Servicer hereby
represents and warrants as follows:


(a)           The Servicer is a corporation duly
incorporated, validly existing and in good standing under the laws of Delaware,
and is duly qualified to do business, and is in good standing, in every
jurisdiction where the nature of its business requires it to be so qualified,
unless the failure to so qualify would not have a Material Adverse Effect.



 40
 









(b)           The execution, delivery and
performance by the Servicer of this Agreement and any other documents to be
delivered by it hereunder (i) are within the Servicer’s corporate powers, (ii)
have been duly authorized by all necessary corporate action, (iii) do not
contravene (1) the Servicer’s charter or by-laws, (2) any law, rule or
regulation applicable to the Servicer, (3) any contractual restriction
binding on or affecting the Servicer or its property or (4) any order,
writ, judgment, award, injunction or decree binding on or affecting the
Servicer or its property, and (iv) do not result in or require the creation of
any lien, security interest or other charge or encumbrance upon or with respect
to any of its properties.  This Agreement
has been duly executed and delivered by the Servicer.


(c)           No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Servicer of this Agreement or any other document to be delivered by it
hereunder.


(d)           This Agreement constitutes the legal,
valid and binding obligation of the Servicer enforceable against the Servicer
in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors generally
and general equitable principles (whether considered in a proceeding at law or
in equity).


(e)           [Intentionally Omitted]


(f)            There is no pending or threatened
action, investigation or proceeding affecting the Servicer or any of its
Subsidiaries before any court, governmental agency or arbitrator which could
reasonably be expected to result in a Material Adverse Effect.


(g)           Each Receivable characterized in any
Servicer Report as an Eligible Receivable or as included in the Net Receivables
Pool Balance is, as of the last day of the reporting period covered by such
Servicer Report, an Eligible Receivable or properly included in the Net
Receivables Pool Balance.


(h)           Each Servicer Report (if prepared by
the Servicer or one of its Affiliates, or to the extent that information
contained therein is supplied by the Servicer or an Affiliate), information,
exhibit, financial statement, document, book, record or report furnished or to
be furnished at any time by the Servicer to the Agent, the Investors or the
Banks in connection with this Agreement is or will be accurate in all material
respects as of its date or (except as otherwise disclosed to the Agent,
Investors or the Banks, as the case may be, at such time) as of the date so
furnished, or, as applicable, as of a date certain specified in such report,
and no such document contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they were made, not misleading.


(i)            The Servicer has (i) timely
filed all federal tax returns required to be filed, (ii) timely filed all
other material state and local tax returns and (iii) paid or made adequate
provision for the payment of all taxes, assessments and other governmental
charges (other than any tax, assessment or governmental charge which is being
contested in good faith and by proper 



 41
 









proceedings, and with respect to which the
obligation to pay such amount is adequately reserved against in accordance with
generally accepted accounting principles).


SECTION 4.03.      Representations and Warranties of the
Parent.  The Parent hereby represents
and warrants as follows:


(a)           For purposes of Section 9-307 of the
UCC as in effect in the State of New York, each Originator is located in the
jurisdiction of its respective organization set forth in Schedule IV
hereto; and the office in the jurisdiction of organization of each Originator
in which a financing statement is required to be filed in order to perfect the
security interest granted by such Originator (other than the Parent) under the
Initial Purchase Agreement and the Parent under the Secondary Purchase
Agreement is set forth in Schedule IV hereto.  The principal place of business and chief
executive office of each Originator and the office where each Originator keeps
its records concerning the Originator Receivables are located (and have been
located for the five years prior to the date of this Agreement) at the address
or addresses set forth in Schedule IV hereto. 
No Originator has changed its name during the five years prior to the
date of this Agreement, except as set forth in Schedule IV hereto.


(b)           On the date of each purchase or
reinvestment, (i) Parent shall have sold or contributed to Seller all
Receivables owned by Parent, whether generated by Parent or acquired by Parent
from another Originator pursuant to the Initial Purchase Agreement, and
(ii) each Originator shall have sold to Parent all Receivables owned by
such Originator.


(c)           With respect to each Pool Receivable
purchased by Seller from Parent or acquired by Seller from Parent as a
contribution to the capital of the Seller, in each case, pursuant to the
Secondary Purchase Agreement, the Parent shall have (i) generated such
Pool Receivable itself or (ii) purchased such Pool Receivable from the
Originator thereof in exchange for payment (made by the Parent to such
Originator in accordance with the provisions of the Initial Purchase Agreement)
of cash in an amount which constitutes fair consideration and reasonably
equivalent value.  Each such sale
referred to in clause (ii) of the preceding sentence shall not have been
made for or on account of an antecedent debt owed by such Originator to the
Parent.


(d)           (i) The balance sheets of the
Parent and its Subsidiaries as at the later of (A) December 31, 2006, and
(B) the date of the most recent audited annual financial statements of the
Parent delivered pursuant to Section 5.01(k)(ii), in each case, together with
the related statements of income and retained earnings of the Parent and its
Subsidiaries for the fiscal year then ended, copies of which have been furnished
to the Agent, fairly present the financial condition of the Parent and its
Subsidiaries as at such date and the results of the operations of the Parent
and its Subsidiaries for the period ended on such date, all in accordance with
generally accepted accounting principles consistently applied, and
(ii) since such date there has been no material adverse change in the
business, operations, property, prospects or financial or other condition of
the Parent; it being understood that a breach of this clause (ii) shall
occur if the audited annual financial statements for any year shall show such a
material adverse change from the audited annual financial statements for the
immediately prior year.



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ARTICLE V


COVENANTS


SECTION 5.01.      Covenants of the Seller.  Until the latest of the Facility Termination
Date or the date on which all Obligations are paid in full:


(a)           Compliance with Laws, Etc.  The Seller will comply in all material
respects with all applicable laws, rules, regulations and orders and preserve
and maintain its limited liability company existence, rights, franchises,
qualifications, and privileges except to the extent that the failure so to
comply with such laws, rules and regulations or the failure so to preserve and
maintain such rights, franchises, qualifications, and privileges would not
impair the collectibility of the Receivables Pool or the ability of the Seller
to perform its obligations under the Transaction Documents.


(b)           Offices, Records, Name and
Organization.  The Seller will keep
its principal place of business and chief executive office and the office where
it keeps its records concerning the Pool Receivables at the address of the
Seller set forth on Schedule III hereto or, upon 30 days’ prior written
notice to the Agent, at any other locations within the United States.  The Seller will not change its name or its
state of organization, unless (i) the Seller shall have provided the Agent
with at least 30 days’ prior written notice thereof, together with an updated
Schedule IV, and (ii) no later than the effective date of such
change, all actions, documents and agreements reasonably requested by the Agent
to protect and perfect the Agent’s interest in the Receivables, the Related
Security and the other assets of the Seller in which a security interest is
granted hereunder have been taken and completed.  Upon confirmation by the Agent to the Seller
of the Agent’s receipt of any such notice (together with an updated
Schedule IV) and the completion or receipt of the actions, agreements and
documents referred to in clause (ii) of the preceding sentence,
Schedule IV hereto shall, without further action by any party, be deemed
to be amended and replaced by the updated Schedule IV accompanying such
notice.  The Seller also will maintain
and implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Pool Receivables and
related Contracts 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 Pool Receivables
(including, without limitation, records adequate to permit the daily
identification of each Pool Receivable and all Collections of and adjustments to
each existing Pool Receivable).


(c)           Performance and Compliance with
Contracts and Credit and Collection Policy. 
The Seller will, at its expense, timely and fully perform and comply
with all material provisions, covenants and other promises required to be
observed by it under the Contracts related to the Pool Receivables, and timely
and fully comply in all material respects with the Credit and Collection Policy
in regard to each Pool Receivable and the related Contract.


(d)           Sales, Liens, Etc.  Except for the ownership and security
interests created hereunder in favor of the Agent, the Seller will not sell,
assign (by operation of law or otherwise) or otherwise dispose of, or create or
suffer to exist any Adverse Claim upon or with respect to, any Collateral, or
upon or with respect to any account to which any Collections of any Pool
Receivable are sent, or assign any right to receive income in respect thereof.



 43
 









(e)           Extension or Amendment of
Receivables.  Except as provided in
Section 6.02(c), the Seller will not (and will not permit the Servicer or
any Originator to) extend, amend or otherwise modify the terms of any Pool
Receivable, or amend, modify or waive any term or condition of any Contract
related thereto.


(f)            Change in Business or Credit and
Collection Policy.  The Seller will
not make any change in the character of its business or in the Credit and
Collection Policy that would, in either case, impair the collectibility of the
Receivables Pool or the ability of the Seller to perform its obligations under
this Agreement.


(g)           Change in Payment Instructions to
Obligors.  The Seller will not add or
terminate any bank, post office box or bank account as a Deposit Bank, Lock-Box
or Deposit Account from those listed in Schedule I hereto, or make any change
in its instructions to Obligors regarding payments to be made to the Seller or
payments to be made to any Lock-Box or Deposit Account, unless the Agent shall
have received prior notice of such addition, termination or change (including
an updated Schedule I) and a fully executed Deposit Account Agreement with
each new Deposit Bank or with respect to each new Lock-Box or Deposit
Account.  Upon confirmation by the Agent
to the Seller of the Agent’s receipt of any such notice and the related
documents, Schedule I hereto shall, without further action by any party,
be deemed to be amended and replaced by the updated Schedule I
accompanying such notice.


(h)           Deposits to Lock-Boxes and Deposit
Accounts.  The Seller will (or will
cause the Servicer or the Originators to) instruct all Obligors to remit all
their payments in respect of Receivables to Lock-Boxes or Deposit
Accounts.  If the Seller shall receive
any Collections directly, it shall immediately (and in any event within two
Business Days) deposit the same to a Lock-Box or Deposit Account.  The Seller will not deposit or otherwise
credit, or cause or permit to be so deposited or credited, to any Lock-Box or
Deposit Account cash or cash proceeds other than Collections of Receivables.


(i)            Marking of Records.  At its expense, the Seller will mark its
master data processing records evidencing Pool Receivables with a legend or
similar notation evidencing that Receivable Interests related to such Pool
Receivables have been sold in accordance with this Agreement.


(j)            Further Assurances.  (i)  The Seller agrees from time to
time, at its expense, promptly to execute and deliver all further instruments
and documents, and to take all further actions, that may be necessary or
desirable, or that the Agent may reasonably request, to perfect, protect or
more fully evidence the Receivable Interests purchased under this Agreement, or
to enable the Investors, the Banks or the Agent to exercise and enforce their
respective rights and remedies under this Agreement.


(ii)           The Seller authorizes the Agent to
file financing or continuation statements, and amendments thereto and
assignments thereof, relating to the Pool Receivables and the Related Security
and the Collections with respect thereto, which financing statements may
describe the collateral covered thereby as “all assets of the Seller,” “all
personal property of the Seller” or words of similar effect.



 44
 









(k)           Reporting Requirements.  The Seller will provide to the Agent (in
multiple copies, if requested by the Agent) the following:


(i)            as soon as available, but in any
event within the earlier of (i) the 60th day after the end of each of the first three
fiscal quarters of each fiscal year of the Parent and (ii) the day that is five
(5) Business Days after the date the Parent’s quarterly report on Form 10-Q is
required to be filed with the SEC (including any extensions of such date
granted by the SEC or automatically effective upon the filing of a notice with
the SEC), a balance sheet of the Parent and its Subsidiaries as of the end of
such quarter and a statement of income and retained earnings of the Parent and
its Subsidiaries for the period commencing at the end of the previous fiscal
year and ending with the end of such quarter, certified by the chief financial
officer of the Parent;


(ii)           as soon as available, but in any
event within the earlier of (i) the 105th day after the end of each fiscal year of the
Parent and (ii) the day that is five (5) Business Days after the date the
Parent’s annual report on Form 10-K is required to be filed with the SEC
(including any extensions of such date granted by the SEC or automatically
effective upon the filing of a notice with the SEC), a copy of the annual
report for such year for the Parent and its Subsidiaries, containing
consolidated financial statements for such year audited by
PriceWaterhouseCoopers or other independent public accountants acceptable to
the Agent;


(iii)          as soon as available and in any event
concurrently with the delivery of the financial information required pursuant
to clause (i) above and clause (ii) above, a balance sheet of the Seller as of
the end of such quarter or year and a statement of income and retained earnings
of the Seller for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter or year, certified by the chief
financial officer of the Seller;


(iv)          as soon as possible and in any event
within five days after the occurrence of each Event of Termination or Incipient
Event of Termination, a statement of the chief financial officer of the Seller
setting forth details of such Event of Termination or Incipient Event of
Termination and the action that the Seller has taken and proposes to take with
respect thereto;


(v)           promptly after the sending or filing
thereof, copies of all reports that the Parent sends to any of its security
holders, and copies of all reports and registration statements that the Parent
or any of its Subsidiaries files with the SEC or any national securities
exchange;


(vi)          promptly after the filing or receiving
thereof, copies of all reports and notices that the Seller or any Affiliate
files under ERISA with the Internal Revenue Service or the PBGC or the U.S.
Department of Labor or that the Seller or any Affiliate receives from any of
the foregoing or from any multiemployer plan (within the meaning of Section
4001(a)(3) of ERISA) to 



 45
 









which the Seller or any
Affiliate is or was, within the preceding five years, a contributing employer,
in each case in respect of the assessment of withdrawal liability or an event
or condition which could, in the aggregate, result in the imposition of
liability on the Seller and/or any such Affiliate in excess of $20,000,000;


(vii)         at least 30 days prior to any change in
the name or jurisdiction of organization of any Originator or the Seller, a
notice setting forth the new name or jurisdiction of organization and the
effective date thereof;


(viii)        promptly after the Seller obtains
knowledge thereof, notice of any “Event of Termination” or “Facility
Termination Date” under the Initial Purchase Agreement or the Secondary
Purchase Agreement;


(ix)           so long as any Capital shall be
outstanding, as soon as possible and in any event no later than the day of
occurrence thereof, notice that (A) any Originator (other than the Parent) has
stopped selling to the Parent, pursuant to the Initial Purchase Agreement, all
newly arising Originator Receivables, or (B) the Parent has stopped selling or
contributing to the Seller, pursuant to the Secondary Purchase Agreement, all
newly arising Originator Receivables generated or acquired by the Parent;


(x)            at the time of the delivery of the
financial statements provided for in clauses (i) and (ii) of this
paragraph, a certificate of the chief financial officer or the treasurer of the
Seller to the effect that, to the best of such officer’s knowledge, no Event of
Termination has occurred and is continuing or, if any Event of Termination has
occurred and is continuing, specifying the nature and extent thereof;


(xi)           promptly after receipt thereof,
copies of all notices received by the Seller from the Parent under the
Secondary Purchase Agreement and all notices received by the Parent from the
Originators under the Initial Purchase Agreement; and


(xii)          such other information respecting the
Receivables or the condition or operations, financial or otherwise, of the
Seller as the Agent may from time to time reasonably request.


Reports and financial statements required to be
delivered pursuant to clauses (i), (ii) and (v) of this Section 5.01(k) shall
be deemed to have been delivered on the date on which the Parent posts such
reports, or reports containing such financial statements, on the Parent’s
website on the Internet at www.dstsystems.com or when such reports, or reports
containing such financial statements, are posted on the SEC’s website at
www.sec.gov; provided that the Seller shall deliver paper copies of the reports
and financial statements referred to in clauses (i), (ii) and (v) of this
Section 5.01(k) to the Agent or any Investor or Bank who requests the Seller to
deliver such paper copies until written notice to cease delivering paper copies
is given by the Agent or such Investor or Bank, as applicable.



 46















(l)            Separateness.  (i)  The Seller shall at all times
maintain at least one independent director who (w) is not currently and
has not been during the five years preceding the date of this Agreement an
officer, director or employee of an Affiliate of the Seller, Originator or any
Other Company (other than a special purpose finance company that is a
Subsidiary of the Parent), (x) is not a current or former officer or
employee of the Seller, (y) is not a stockholder of Parent or any Other
Company or any of their respective Affiliates, and (z) is reasonably acceptable
to the Agent.


(ii)           The Seller shall not direct or
participate in the management of any of the Other Companies’ operations or of
any other Person’s operations.


(iii)          The Seller shall conduct its business
from an office separate from that of the Other Companies and any other Person
(but which may be located in the same facility as one or more of the Other
Companies).  The Seller shall have
stationery and other business forms and a mailing address and, if applicable, a
telephone number separate from that of the Other Companies and any other
Person.


(iv)          The Seller shall at all times be
adequately capitalized in light of its contemplated business.


(v)           The Seller shall at all times provide
for its own operating expenses and liabilities from its own funds.


(vi)          The Seller shall maintain its assets
and transactions separately from those of the Other Companies and any other
Person and reflect such assets and transactions in financial statements
separate and distinct from those of the Other Companies and any other Person
and evidence such assets and transactions by appropriate entries in books and
records separate and distinct from those of the Other Companies and any other
Person.  The Seller shall hold itself out
to the public under the Seller’s own name as a legal entity separate and
distinct from the Other Companies and any other Person.  The Seller shall not hold itself out as
having agreed to pay, or as being liable, primarily or secondarily, for, any
obligations of the Other Companies or any other Person.


(vii)         The Seller shall not maintain any joint
account with any Other Company or any other Person or become liable as a
guarantor or otherwise with respect to any Debt or contractual obligation of
any Other Company or any other Person.


(viii)        The Seller shall not make any payment or
distribution of assets with respect to any obligation of any Other Company or
any other Person or grant an Adverse Claim on any of its assets to secure any
obligation of any Other Company or any other Person.


(ix)           The Seller shall not make loans,
advances or otherwise extend credit to any of the Other Companies or any other
Person.



 47
 









(x)            The Seller shall hold regular duly
noticed meetings of its Board of Directors and make and retain minutes of such
meetings.


(xi)           The Seller shall have bills of sale
(or similar instruments of assignment) and, if appropriate, UCC-1
financing statements, with respect to all assets purchased from any of the
Other Companies.


(xii)          The Seller shall not engage in any
transaction with any of the Other Companies or any other Person, except as
permitted by this Agreement and as contemplated by the Secondary Purchase
Agreement.


(xiii)         The Seller shall comply with (and cause
to be true and correct) each of the facts and assumptions contained in the
section captioned “Assumptions of Fact” of the non-substantive consolidation
opinion of Skadden, Arps, Slate, Meagher & Flom LLP delivered pursuant to
Section 3.01(g) and designated as Annex C to this Agreement.


(m)          Secondary Purchase Agreement.  The Seller will not amend, waive or modify
any provision of the Secondary Purchase Agreement or waive the occurrence of
any “Event of Termination” under the Secondary Purchase Agreement or consent to
any assignment by the Parent of its rights and obligations thereunder, without
in each case the prior written consent of the Agent; provided, however,
that the Seller may amend the percentage set forth in the definition of
“Discount” in the Secondary Purchase Agreement in accordance with the
provisions of the Secondary Purchase Agreement without the consent of the
Agent; provided, further, that the Seller shall promptly notify
the Agent of any such amendment.  The
Seller will perform all of its obligations under the Secondary Purchase
Agreement in all material respects and will enforce the Secondary Purchase
Agreement in accordance with its terms in all material respects.


(n)           Nature of Business.  The Seller will not engage in any business
other than the purchase or acquisition of Receivables, Related Security and
Collections from the Parent and the transactions contemplated by this
Agreement.  The Seller will not create or
form any Subsidiary.


(o)           Mergers, Etc.  The Seller will not merge with or into or
consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions), all or
substantially all of its assets (whether now owned or hereafter
acquired) to, or acquire all or substantially all of the assets or capital
stock or other ownership interest of, or enter into any joint venture or
partnership agreement with, any Person, other than as contemplated by this
Agreement and the Secondary Purchase Agreement.


(p)           Distributions, Etc.  The Seller will not declare or make any
dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any shares of any class of membership
interests of the Seller, or return any capital to its members as such, or
purchase, retire, defease, redeem or otherwise acquire for value or make any
payment in respect of any class of membership interests of the Seller or any
warrants, rights or options to acquire any such membership interests, now or
hereafter outstanding; provided, 



 48
 









however, that the
Seller may declare and pay cash distributions on its membership interests to
its members so long as (i) no Event of Termination shall then exist or
would occur as a result thereof, (ii) such distributions are in compliance
with all applicable law including the limited liability company law of the
state of Seller’s formation, (iii) such distributions have been approved
by all necessary and appropriate limited liability company action of the
Seller, and (iv) after giving effect to such distribution, the Seller will
be Solvent and the payment of such distribution will not delay or impair the
ability of the Seller to pay the Obligations.


(q)           Debt.  The Seller will not incur any Debt, other
than any Debt incurred pursuant to this Agreement.


(r)            Limited Liability Company
Agreement.  For so long as this
Agreement is in effect, the Seller will not amend its limited liability company
agreement without the prior written consent of the Agent.


SECTION 5.02.      Covenant of the Seller and the
Originators; Audits.  Until the
latest of the Facility Termination Date or the date on which no Capital of or
Yield on any Receivable Interest shall be outstanding or the date all other
amounts owed by the Seller hereunder to the Investors, the Banks or the Agent
are paid in full, the Seller and each Originator will, at their respective
expense, from time to time during regular business hours as requested by the
Agent, permit the Agent or its agents or representatives (such as independent
audit and consulting firms specializing in securitization transactions),
(i) to examine and make copies of and abstracts from all books, records
and documents (including, without limitation, computer tapes and disks) in the
possession or under the control of the Seller or such Originator, as the case
may be, relating to Pool Receivables and the Related Security, including,
without limitation, the Contracts, and (ii) to visit the offices and
properties of the Seller or such Originator, as the case may be, for the
purpose of examining such materials described in clause (i) above,
and to discuss matters relating to Pool Receivables and the Related Security or
the Seller’s or such Originator’s performance under the Transaction Documents
or under the Contracts with any of the officers or employees of the Seller or
such Originator, as the case may be, having knowledge of such matters.  In addition, upon the Agent’s request from
time to time, the Seller will appoint an independent audit and consulting firm
specializing in securitization transactions selected by the Agent to conduct an
Audit and prepare and deliver to the Agent a written report with respect to the
Receivables and the Credit and Collection Policy (including, in each case, the
systems, procedures and records relating thereto) on a scope and in a form
reasonably requested by the Agent.  The
expense of one Audit in each calendar year shall be borne by the Seller; provided,
however, that after the occurrence and during the continuance of an
event which but for notice or lapse of time or both would constitute a Servicer
Default, or after the occurrence and during the continuance of an Incipient
Event of Termination or an Event of Termination, or following an audit report
indicating an audit deficiency, the expense of any additional Audits as the
Agent shall deem necessary under the circumstances shall be borne by the
Seller.



 49
 









ARTICLE VI


ADMINISTRATION
AND COLLECTION


OF POOL RECEIVABLES


SECTION 6.01.      Designation of Servicer.  The servicing, administration and collection
of the Pool Receivables shall be conducted by the Servicer so designated
hereunder from time to time.  Until the
Agent gives notice to the Seller of the designation of a new Servicer following
a Servicer Default, the Parent is hereby designated as, and hereby agrees to
perform the duties and obligations of, the Servicer pursuant to the terms
hereof.  The Agent may, at any time after
the occurrence and during the continuance of a Servicer Default, designate as
Servicer any Person (including itself) to succeed the Parent or any successor
Servicer, if such Person shall consent and agree to the terms hereof.  The Servicer may, with the prior consent of
the Agent, subcontract with any other Person for the servicing, administration
or collection of the Pool Receivables. 
Any such subcontract shall not affect the Servicer’s liability for
performance of its duties and obligations pursuant to the terms hereof, and any
such subcontract shall automatically terminate upon designation of a successor
Servicer.


SECTION 6.02.      Duties of Servicer.  (a)  The Servicer shall take or
cause to be taken all such actions as may be necessary or advisable to collect
each Pool Receivable from time to time, all in accordance with applicable laws,
rules and regulations, with reasonable care and diligence, and in accordance with
the Credit and Collection Policy.  The
Seller and the Agent hereby appoint the Servicer, from time to time designated
pursuant to Section 6.01, as agent for themselves and for the Investors and the
Banks to enforce their respective rights and interests in the Pool Receivables,
the Related Security and the Collections with respect thereto.  In performing its duties as Servicer, the
Servicer shall exercise the same care and apply the same policies as it would
exercise and apply if it owned such Receivables and shall act in accordance
with the Credit and Collection Policy.


(b)           The Servicer shall administer the
Collections in accordance with the procedures described in Section 2.04.


(c)           If no Event of Termination or
Incipient Event of Termination shall have occurred and be continuing, the
Parent, while it is the Servicer, may, in accordance with the Credit and
Collection Policy, extend the maturity or adjust the Outstanding Balance of any
Receivable as the Parent deems appropriate to maximize Collections thereof, or
otherwise amend or modify other terms of any Receivable; provided that
the classification of any such Receivable as a Delinquent Receivable or
Defaulted Receivable shall not be affected by any such extension.


(d)           The Servicer shall hold in trust for the
Seller and each Investor and Bank, in accordance with their respective
interests, all documents, instruments and records (including, without
limitation, computer tapes or disks) which evidence or relate to Pool
Receivables.  The Servicer shall mark the
Seller’s master data processing records evidencing the Pool Receivables with a
legend or other similar notation, acceptable to the Agent, evidencing that
Receivable Interests therein have been sold.



 50
 









(e)           The Servicer shall, as soon as
practicable (an in any event within two Business Days) following receipt,
identify, remove from the Deposit Accounts and turn over to the Person entitled
thereto any cash collections or other cash proceeds received with respect to
Receivables not constituting Pool Receivables.


(f)            The Servicer shall, from time to
time at the request of the Agent, furnish to the Agent (promptly after any such
request) a calculation of the amounts set aside for the Investors and the Banks
pursuant to Section 2.04.


(g)           (i)            Prior to the fifteenth Business Day
of each month, the Servicer shall prepare and forward to the Agent a Monthly
Report relating to the Receivable Interests outstanding on the last day of the
immediately preceding month.


(ii)           At any time during the occurrence of
a Weekly Reporting Event, the Servicer shall prepare and forward to the Agent a
Weekly Report which shall contain information related to the Receivables Pool
and which updates the most recently delivered Monthly Report.  Each such Weekly Report shall be prepared and
forwarded to the Agent on or prior to the close of business on the second
Business Day of each calendar week, such Weekly Report to contain information
related to the Receivables Pool as of the close of business on the last
Business Day of the preceding calendar week.


The Servicer shall transmit Servicer Reports to the
Agent concurrently by facsimile and by electronic mail (each an “E-Mail
Servicer Report”).  Each E-Mail
Servicer Report shall be (A) formatted as the Agent may designate from
time to time and shall be digitally signed and (B) sent to the Agent at an
electronic mail address designated by the Agent.


SECTION 6.03.      Certain Rights of the Agent.  (a)  The Seller hereby transfers to
the Agent control of the Lock-Boxes and Deposit Accounts to which the Obligors
of Pool Receivables shall make payments . 
The tax identification number associated with the Deposit Accounts shall
be that of the Seller.


(b)           At any time following the occurrence
and during the continuance of a Transfer Event the Agent is authorized to
deliver instructions to the Deposit Banks regarding disposition of funds in the
Deposit Accounts, and in addition, the Agent may notify the Obligors of Pool
Receivables, at the Seller’s expense, of the ownership of Receivable Interests
under this Agreement.


(c)           At any time following (x) the
designation of a Servicer other than the Parent pursuant to Section 6.01 or
(y) an Incipient Event of Termination of the type described in Section
7.01(g) or (z) any Event of Termination:


(i)            The Agent may direct the Obligors of
Pool Receivables that all payments thereunder be made directly to the Agent or
its designee.


(ii)           At the Agent’s request and at the
Seller’s expense, the Seller shall notify each Obligor of Pool Receivables of
the ownership of



 51
 









Receivable Interests
under this Agreement and direct that payments be made directly to the Agent or
its designee.


(iii)          At the Agent’s request and at the
Seller’s expense, the Seller and the Servicer shall (A) assemble all of
the documents, instruments and other records (including, without limitation,
computer tapes and disks) that evidence or relate to the Pool Receivables and
the related Contracts and Related Security, or that are otherwise necessary or
desirable to collect the Pool Receivables, and shall make the same available to
the Agent at a place selected by the Agent or its designee, and
(B) segregate all cash, checks and other instruments received by it from
time to time constituting Collections of Pool Receivables in a manner
acceptable to the Agent and, promptly upon receipt, remit all such cash, checks
and instruments, duly indorsed or with duly executed instruments of transfer,
to the Agent or its designee.


(iv)          The Seller authorizes the Agent to
take any and all steps in the Seller’s name and on behalf of the Seller that
are necessary or desirable, in the determination of the Agent, to collect
amounts due under the Pool Receivables, including, without limitation,
endorsing the Seller’s name on checks and other instruments representing
Collections of Pool Receivables and enforcing the Pool Receivables and the
Related Security and related Contracts.


SECTION 6.04.      Rights and Remedies.  (a)  If the Servicer fails to
perform any of its obligations under this Agreement, the Agent may (but shall
not be required to) itself perform, or cause performance of, such obligation;
and the Agent’s costs and expenses incurred in connection therewith shall be
payable by the Servicer.


(b)           The Seller and the Originators shall
perform their respective obligations under the Contracts related to the Pool
Receivables to the same extent as if Receivable Interests had not been sold and
the exercise by the Agent on behalf of the Investors and the Banks of their
rights under this Agreement shall not release the Servicer or the Seller from any
of their duties or obligations with respect to any Pool Receivables or related
Contracts.  Neither the Agent, the
Investors nor the Banks shall have any obligation or liability with respect to
any Pool Receivables or related Contracts, nor shall any of them be obligated
to perform the obligations of the Seller thereunder.


(c)           In the event of any conflict between
the provisions of Article VI of this Agreement and Article VI of the
Initial Purchase Agreement or the Secondary Purchase Agreement, the provisions
of Article VI of this Agreement shall control.


SECTION 6.05.      Further Actions Evidencing Purchases.  Each Originator agrees from time to time, at
its expense, to promptly execute and deliver all further instruments and
documents, and to take all further actions, that may be necessary or desirable,
or that the Agent may reasonably request, to perfect, protect or more fully
evidence the Receivable Interests purchased hereunder, or to enable the
Investors, the Banks or the Agent to exercise and enforce their respective
rights and remedies hereunder.  Without
limiting the foregoing, each Originator will (i) upon the request of the Agent,
execute and file such financing or continuation statements, 



 52
 









or amendments thereto, and such other
instruments and documents, that may be reasonably necessary or desirable, or
that the Agent may reasonably request, to perfect, protect or evidence such
Receivable Interests; and (ii) mark its master data processing records
evidencing the Pool Receivables with a legend or other notation acceptable to
the Agent, evidencing that Receivable Interests therein have been sold.  Each Originator authorizes the Seller or the
Agent to file financing statements with respect to the Initial Purchase Agreement
as permitted by the UCC.  Parent authorizes
the Seller or the Agent to file financing statements with respect to the
Secondary Purchase Agreement as permitted by the UCC.


SECTION 6.06.      Covenants of the Servicer and the
Originators.  (a)  Audits.  The Servicer will, from time to time during
regular business hours as requested by the Agent, permit the Agent, or its
agents or representatives (such as independent audit and consulting firms
specializing in securitization transactions), (i) to conduct periodic
audits of the Receivables, the Related Security and the related books and
records and collections systems of the Servicer, (ii) to examine and make
copies of and abstracts from all books, records and documents (including,
without limitation, computer tapes and disks) in the possession or under the
control of the Servicer relating to Pool Receivables and the Related Security,
including, without limitation, the Contracts, and (iii) to visit the
offices and properties of the Servicer for the purpose of examining such
materials described in clause (ii) above, and to discuss matters relating
to Pool Receivables and the Related Security or the Servicer’s performance
hereunder with any of the officers or employees of the Servicer having
knowledge of such matters.


(b)           Change in Credit and Collection Policy.  Neither the Servicer nor any Originator will
make any change in the Credit and Collection Policy that would impair the
collectibility of any Pool Receivable or the ability of any Originator (if such
Originator is acting as Servicer) to perform its obligations under this
Agreement.  In the event that the
Servicer or any Originator makes any change to the Credit and Collection
Policy, it shall, contemporaneously with such change, provide the Agent with an
updated Credit and Collection Policy and a summary of all material changes.


(c)           Invoices.  From and after the date of this Agreement, no
Originator shall generate an invoice that contains a confidentiality provision
that purports to restrict the right of the Agent, the Investors or the Banks to
review such invoice.


(d)           Notice of Changes to Credit
Agreement.  The Parent will provide
to the Agent promptly (and in any event within five Business Days after the
execution thereof) copies of any new credit facility or any amendments to the
Credit Agreement or any existing credit facility, if such credit facility or
amendments include or affect financial covenants or financial tests that
trigger an automatic amendment to this Agreement pursuant to
Section 7.01(n).


SECTION 6.07.      Indemnities by the Servicer.  Without limiting any other rights that the
Agent, any Investor, any Bank, any of their respective Affiliates or members or
any of their respective officers, directors, employees or advisors (each, a “Special
Indemnified Party”) may have hereunder or under applicable law, and in
consideration of its appointment as Servicer, the Servicer hereby agrees to
indemnify each Special Indemnified Party from and against any and all claims,
losses and liabilities (including reasonable attorneys’ fees) (all of the
foregoing being collectively referred to as “Special Indemnified Amounts”)
arising out of or 



 53
 









resulting from any of the following
(excluding, however, (a) Special Indemnified Amounts to the extent found
in a final non-appealable judgment of a court of competent jurisdiction to have
resulted from gross negligence or willful misconduct on the part of such
Special Indemnified Party, (b) recourse for Receivables which are not
collected, not paid or uncollectible on account of the insolvency, bankruptcy
or financial inability to pay of the applicable Obligor or (c) any income
taxes or any other tax or fee measured by income incurred by such Special
Indemnified Party arising out of or as a result of this Agreement or the
ownership of Receivable Interests or in respect of any Receivable or any
Contract):


(i)            any representation made or deemed
made by the Servicer pursuant to Section 4.02(g) hereof which shall have been
incorrect in any respect when made or any other representation or warranty or
statement made or deemed made by the Servicer under or in connection with this
Agreement which shall have been incorrect in any material respect when made;


(ii)           the failure by the Servicer to comply
with any applicable law, rule or regulation with respect to any Pool Receivable
or Contract; or the failure of any Pool Receivable or Contract to conform to
any such applicable law, rule or regulation;


(iii)          the failure to have filed, or any
delay in filing, financing statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other applicable laws with
respect to any Receivables in, or purporting to be in, the Receivables Pool,
the Contracts and the Related Security and Collections in respect thereof,
whether at the time of any purchase or reinvestment or at any subsequent time;


(iv)          any failure of the Servicer to perform
its duties or obligations in accordance with the provisions of this Agreement;


(v)           the commingling of Collections of
Pool Receivables at any time by the Servicer with other funds;


(vi)          any action or omission by the Servicer
reducing or impairing the rights of the Investors or the Banks with respect to
any Pool Receivable or the value of any Pool Receivable;


(vii)         any Servicer Fees or other costs and
expenses payable to any replacement Servicer retained in accordance with
Article VI, to the extent in excess of the Servicer Fees payable to the
Servicer hereunder;


(viii)        any claim brought by any Person other
than a Special Indemnified Party arising from any activity by the Servicer or
its Affiliates (other than the Seller) in servicing, administering or
collecting any Receivable; or


(ix)           the occurrence of any purchase or
reinvestment under this Agreement on any date on which (after giving effect to
such purchase or 



 54
 









reinvestment) the Percentage
Factor is greater than the Maximum Percentage Factor.


ARTICLE VII


EVENTS OF TERMINATION


SECTION 7.01.      Events of Termination.  If any of the following events (“Events of
Termination”) shall occur and be continuing:


(a)           The Seller shall fail to make (i) any
payment required under Section 2.04(e) or (ii) any payment of Capital
required to be made by it under this Agreement or (iii) any payment of
Yield or Fees required to be made by it under this Agreement and any such
failure referred to in this clause (iii) shall not be remedied within
one Business Day of the due date; or


(b)           Any representation or warranty
(unless such representation or warranty relates solely to one or more specific
Receivables incorrectly characterized as Eligible Receivables and either
(i) immediately following the removal of such Receivables from the Net
Receivables Pool Balance the Percentage Factor is not greater than the Maximum
Percentage Factor or (ii) the Seller shall have made any required deemed
Collection payment pursuant to Section 2.04(e) with respect to such
Receivables) made or deemed made by the Seller or any Originator (or any of
their respective officers) under or in connection with this Agreement or any
other Transaction Document or any information or report delivered by the Seller
or any Originator pursuant to this Agreement or any other Transaction Document
shall prove to have been incorrect or untrue in any material respect when made
or deemed made or delivered; provided that if a breach of any
representation and warranty set forth in Section 4.01(a), the first
sentence of Section 4.01(j) or Section 4.01(q) shall occur, no Event of
Termination shall occur hereunder if such breach of representation and warranty
shall be cured (without any adverse impact on the Agent, the Investors or the
Banks or the collectibility of the Pool Receivables) within five Business
Days; or


(c)           The Seller or any Originator shall
fail to perform or observe (i) any term, covenant or agreement contained
in this Agreement (other than as referred to in Section 7.01(a) or
clauses (ii) and (iii) of this Section 7.01(c)) or any other
Transaction Document on its part to be performed or observed and any such
failure shall remain unremedied for 10 days after written notice thereof shall
have been given to the Seller by the Agent, (ii) any covenant applicable
to it contained in Sections 5.01(d), 5.01(g), 5.01(h), 5.01(m) (first
sentence only), 5.01(n), 5.01(o), 5.01(p), 5.01(q) or 5.01(r) or (iii) any
covenant or agreement contained in Section 5.02 on its part to be
performed or observed and any such failure referred to in this
clause (iii) shall remain unremedied for five Business Days; or


(d)           The Seller or any Originator shall
fail to pay any principal of or premium or interest on any of its Debt which,
in the case of the Seller, is outstanding in any principal amount, and in the
case of an Originator, is outstanding in a principal amount of at least
$20,000,000 in the aggregate, when the same becomes due and payable (whether by
scheduled



 55
 









maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable
notice, cure or grace period, if any, specified in the agreement or instrument
relating to such Debt; or any other event shall occur or condition shall exist
under any agreement or instrument relating to any such Debt and shall continue
after the applicable notice, cure or grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), redeemed, purchased
or defeased, or an offer to repay, redeem, purchase or defease such Debt shall
be required to be made, in each case prior to the stated maturity thereof; or


(e)           Any Servicer Default; or


(f)            This Agreement shall for any reason
(other than pursuant to the terms hereof) cease to create, or any Receivable
Interest shall for any reason cease to be, a valid and perfected first priority
undivided percentage ownership interest to the extent of the pertinent
Receivable Interest in each applicable Pool Receivable and the Related Security
and Collections with respect thereto; or the security interest created pursuant
to Section 2.11 shall for any reason cease to be a valid and perfected
first priority security interest in the Collateral; or


(g)           The Seller or any Originator shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment
for the benefit of creditors; or any proceeding shall be instituted by or
against the Seller or any Originator seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted against it
(but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such
proceeding (including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian or other similar
official for, it or for any substantial part of its property) shall occur; or
the Seller or any Originator shall take any corporate or limited liability
company action, as applicable, to authorize any of the actions set forth above
in this subsection (g); or


(h)           As of the last day of any calendar
month, either (i) the 3-month rolling average Default Ratio shall exceed 6.50%,
(ii) the 3-month rolling average Delinquency Ratio shall exceed 7.00%, (iii)
the 3-month rolling average Dilution Ratio shall exceed 6.50%, or (iv) the
Loss-to-Liquidation Ratio shall exceed 0.50%; or


(i)            The Percentage Factor shall on any
Business Day be greater than the Maximum Percentage Factor as of such date,
unless the Percentage Factor shall be reduced to an amount less than or equal
to the Maximum Percentage Factor within (i) if the Servicer is not then
required to deliver Weekly Reports pursuant to Section 6.02(g)(ii), two
Business Days, or, (ii) if the Servicer is then required to deliver Weekly Reports
pursuant to Section 6.02(g)(ii), the lesser 



 56
 









of (A) two Business Days and (B) the date
that the next Weekly Report is required to be delivered; or


(j)            There shall have occurred any event
which would be reasonably likely to materially and adversely affect the
collectibility of the Receivables Pool or the ability of the Seller or any
Originator to collect Pool Receivables or otherwise perform its respective
obligations under this Agreement and the other Transaction Documents; or


(k)           An “Event of Termination” or
“Facility Termination Date” shall occur under the Initial Purchase Agreement or
the Secondary Purchase Agreement, or any other “default” shall occur under any
other Transaction Document, or the Initial Purchase Agreement, the Secondary
Purchase Agreement or any other Transaction Document shall cease to be in full
force and effect (or the Seller or any Originator shall state in writing that
this Agreement, the Initial Purchase Agreement, the Secondary Purchase
Agreement or any other Transaction Document shall cease to be in full force and
effect or any provision thereof shall cease to be the valid and binding
obligation of the Seller or any Originator, as the case may be); or


(l)            All of the outstanding membership
interests of the Seller shall cease to be owned, directly or indirectly, by the
Parent; or all of the outstanding capital stock and membership interests of any
Originator shall cease to be owned, directly or indirectly, by the Parent; or


(m)          One or more judgments for the payment
of money shall be rendered against (i) the Seller, in any amount, or (ii) any
Originator or any of its Subsidiaries (other than the Seller) or any
combination thereof, in an aggregate amount in excess of $20,000,000 (except,
in each case, to the extent covered by insurance as to which the insurer has
acknowledged such coverage in writing), and, in each case, the same shall
remain undischarged for a period of 60 consecutive days during which execution
shall not be effectively stayed, or any action shall be taken by a judgment
creditor to attach or levy upon any assets of the Seller or any Originator or
any of their respective Subsidiaries to enforce any such judgment; or


(n)           (i) The Consolidated Leverage Ratio
as of the end of any fiscal quarter of the Parent shall be greater than 3.25 to
1.00; provided that the maximum Consolidated Leverage Ratio set forth in
this clause (i) shall automatically and without any further action on
the part of any Person, be increased concurrently with any amendment to the
corresponding provision in the Credit Agreement which increases the maximum
permitted Consolidated Leverage Ratio thereunder; provided, further
that at no time shall the maximum Consolidated Leverage Ratio hereunder be
permitted to be greater than 4.00 to 1.00 (it being understood and agreed that
the Consolidated Leverage Ratio under this Agreement shall not exceed 4.00 to
1.00 notwithstanding any amendment to the corresponding provision in the Credit
Agreement which increases the maximum permitted Consolidated Leverage Ratio thereunder
to a level in excess of 4.00:1.00); or (ii) the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Parent shall be less
than 4.00 to 1.00; provided that for each of clauses (i) and (ii)
of this Section 7.01(n), the terms “Consolidated Leverage Ratio” and
“Consolidated Interest Coverage Ratio”, together with each of the capitalized
terms used to define such terms, shall have the meaning specified in Annex F;
and



 57
 









(o)           (i) An ERISA Event occurs with
respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in liability of the Seller or any Originator
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of $20,000,000, or (ii) the Parent
or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an
aggregate amount in excess of $20,000,000;


then, and in any such event, any or all of the
following actions may be taken by notice to the Seller:  (x) the Investor or the Agent may
declare the Facility Termination Date to have occurred (in which case the
Facility Termination Date shall be deemed to have occurred), (y) the Agent may
declare the Commitment Termination Date to have occurred (in which case the
Commitment Termination Date shall be deemed to have occurred), and
(z) without limiting any right under this Agreement to replace the
Servicer, if such Event of Termination is a Servicer Default, the Agent may
designate another Person to succeed the Parent as the Servicer; provided,
that, automatically upon the occurrence of any event (without any requirement
for the passage of time or the giving of notice) described in paragraph (g) of
this Section 7.01, the Facility Termination Date and the Commitment Termination
Date shall occur.  Upon any such
declaration or designation or upon such automatic termination, the Investors,
the Banks and the Agent shall have, in addition to the rights and remedies
which they may have under this Agreement, all other rights and remedies
provided after default under the UCC and under other applicable law, which
rights and remedies shall be cumulative.


ARTICLE VIII


THE AGENT


SECTION 8.01.      Authorization and Action.  Each Investor and each Bank hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Transaction Documents
as are delegated to the Agent by the terms hereof or thereof, together with
such powers as are reasonably incidental thereto.  The Agent reserves the right, in its sole
discretion (subject to Section 10.01), to agree to any amendment, modification
or waiver of the provisions of this Agreement or any instrument or document
delivered pursuant hereto, and also to exercise any rights and remedies
available under this Agreement and the other Transaction Documents or pursuant
to applicable law.  As to any matters not
expressly provided for by this Agreement or the other Transaction Documents
(including, without limitation, enforcement of this Agreement or the other
Transaction Documents), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Banks and such instructions shall be
binding upon all Banks; provided, however, that the Agent shall
not be required to take any action which exposes the Agent to personal
liability or which is contrary to this Agreement, the other Transaction
Documents or applicable law.


SECTION 8.02.      Agent’s Reliance, Etc.  Neither the Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted
to be taken 



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by it or them as Agent under or in connection
with this Agreement (including, without limitation, the Agent’s servicing,
administering or collecting Pool Receivables as Servicer) or any other
Transaction Document, except for its or their own gross negligence or willful
misconduct.  Without limiting the
generality of the foregoing, the Agent: 
(a) may consult with legal counsel (including counsel for the
Seller, any Originator and the Servicer), independent certified public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (b) makes no warranty or
representation to any Investor or Bank (whether written or oral) and shall not
be responsible to any Investor or Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement or any other Transaction Document; (c) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Seller, any
Originator or the Servicer or to inspect the property (including the books and
records) of the Seller, any Originator or the Servicer; (d) shall not be
responsible to any Investor or Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; and (e) shall
incur no liability under or in respect of this Agreement or any other
Transaction Document by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by telecopier
or telex) believed by it to be genuine and signed or sent by the proper party
or parties.


SECTION 8.03.      CNAI and Affiliates.  The obligation of Citibank to purchase
Receivable Interests under this Agreement may be satisfied by CNAI or any of
its Affiliates.  With respect to any
Receivable Interest or interest therein owned by it, CNAI shall have the same
rights and powers under this Agreement as any Bank and may exercise the same as
though it were not the Agent.  CNAI and
any of its Affiliates may generally engage in any kind of business with the
Seller, the Servicer, any Originator or any Obligor, any of their respective
Affiliates and any Person who may do business with or own securities of the
Seller, the Servicer any Originator or any Obligor or any of their respective
Affiliates, all as if CNAI were not the Agent and without any duty to account
therefor to the Investors or the Banks.


SECTION 8.04.      Bank’s Purchase Decision.  Each Bank acknowledges that it has,
independently and without reliance upon the Agent, any of its Affiliates or any
other Bank and based on such documents and information as it has deemed
appropriate, made its own evaluation and decision to enter into this
Agreement.  Each Bank also acknowledges
that it will, independently and without reliance upon the Agent, any of its
Affiliates or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own decisions in
taking or not taking action under this Agreement.


SECTION 8.05.      Indemnification of Agent.  Each Bank agrees to indemnify the Agent (to
the extent not reimbursed by the Seller, the Servicer or any Originator),
ratably according to the amount of its Bank Commitment (or, if the Bank
Commitments have been terminated, then ratably according to the respective
amounts of Capital of the Receivable Interests (or interests therein) owned by
it or which it may be required to purchase under the Asset Purchase Agreement),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against the Agent in any



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way relating to or arising out of this
Agreement or the other Transaction Documents or any action taken or omitted by
the Agent under this Agreement or the other Transaction Documents; provided
that no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent’s gross negligence or willful
misconduct.


ARTICLE IX


INDEMNIFICATION


SECTION 9.01.      Indemnities by the Seller.  Without limiting any other rights that the
Agent, the Investors, the Banks, any of their respective Affiliates or members
or any of their respective officers, directors, employees or advisors (each, an
“Indemnified Party”) may have hereunder or under applicable law, the
Seller hereby agrees to indemnify each Indemnified Party from and against any
and all claims, losses and liabilities (including reasonable attorneys’ fees)
(all of the foregoing being collectively referred to as “Indemnified Amounts”)
arising out of or resulting from this Agreement or the other Transaction
Documents or the use of proceeds of purchases or reinvestments or the ownership
of Receivable Interests or in respect of any Receivable or any Contract,
excluding, however, (a) Indemnified Amounts to the extent found in a final
non-appealable judgment of a court of competent jurisdiction to have resulted
from gross negligence or willful misconduct on the part of such Indemnified
Party, (b) recourse (except as otherwise specifically provided in this
Agreement) for Receivables which are not collected, not paid or uncollectible
on account of the insolvency, bankruptcy or financial inability to pay of the
applicable Obligor or (c) any income taxes or any other tax or fee measured
by income incurred by such Indemnified Party arising out of or as a result of
this Agreement or the ownership of Receivable Interests or in respect of any
Receivable or any Contract.  Without
limiting or being limited by the foregoing, the Seller shall pay within ten
days of demand to each Indemnified Party any and all amounts necessary to
indemnify such Indemnified Party from and against any and all Indemnified
Amounts relating to or resulting from any of the following:


(i)            the characterization in any Servicer
Report or other written statement made by or on behalf of the Seller of any
Receivable as an Eligible Receivable or as included in the Net Receivables Pool
Balance which, as of the date of such Servicer Report or other statement, is
not an Eligible Receivable or should not be included in the Net Receivables
Pool Balance;


(ii)           any representation or warranty or
statement made or deemed made by the Seller (or any of its officers) under or
in connection with this Agreement or any of the other Transaction Documents
which shall have been incorrect in any material respect when made;


(iii)          the failure by the Seller to comply
with any applicable law, rule or regulation with respect to any Pool Receivable
or the related Contract; or the failure of any Pool Receivable or the related
Contract to conform to any such applicable law, rule or regulation; or the sale
of any Receivable under this Agreement in violation of any applicable law, rule
or regulation;



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(iv)          the failure to vest in the Agent, for
the benefit of the Investors and the Banks, a perfected security interest in
the Collateral free and clear of any Adverse Claim;


(v)           the failure to have filed, or any
delay in filing, financing statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other applicable laws with
respect to any Receivables in, or purporting to be in, the Receivables Pool and
the Related Security and Collections in respect thereof, whether at the time of
any purchase or reinvestment or at any subsequent time;


(vi)          any dispute, claim, offset or defense
(other than discharge in bankruptcy of the Obligor) of the Obligor to the
payment of any Receivable in, or purporting to be in, the Receivables Pool
(including, without limitation, a defense based on such Receivable or the
related Contract not being a legal, valid and binding obligation of such
Obligor enforceable against it in accordance with its terms), or any other
claim resulting from the sale of the merchandise or services related to such
Receivable or the furnishing or failure to furnish such merchandise or services
or relating to collection activities with respect to such Receivable (if such
collection activities were performed by the Seller acting as Servicer);


(vii)         any failure of the Seller to perform
its duties or obligations in accordance with the provisions hereof and of the
other Transaction Documents, or to perform its duties or obligations under the
Contracts;


(viii)        any products liability or other claim
arising out of or in connection with merchandise, insurance or services which
are the subject of any Contract;


(ix)           the commingling of Collections of
Pool Receivables by the Seller at any time with other funds;


(x)            any investigation, litigation or
proceeding related to this Agreement or the use of proceeds of purchases or
reinvestments or the ownership of Receivable Interests or in respect of any
Receivable or Related Security or Contract (including, without limitation, in
connection with the preparation of a defense or appearing as a third party
witness in connection therewith and regardless of whether such investigation,
litigation or proceeding is brought by the Seller, an Indemnified Party or any
other Person or an Indemnified Party is otherwise a party thereto);


(xi)           any failure of the Seller to comply
with its covenants contained in this Agreement or any other Transaction
Document; or


(xii)          any claim brought by any Person other
than an Indemnified Party arising from any activity by the Seller in servicing,
administering or collecting any Receivable.



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ARTICLE X


MISCELLANEOUS


SECTION 10.01.    Amendments, Etc.  No amendment or waiver of any provision of
this Agreement or consent to any departure by the Seller, any Originator or the
Servicer therefrom shall be effective unless in a writing signed by the Agent,
as agent for the Investors and the Banks (and, in the case of any amendment,
also signed by the Seller and the Originators; provided, however,
that the signatures of the Seller and the Originators shall not be required for
the effectiveness of any amendment which modifies the representations,
warranties, covenants or responsibilities of the Servicer at any time when the
Servicer is not an Originator or an Affiliate of an Originator or a successor
Servicer is designated by the Agent pursuant to Section 6.01), and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by the
Servicer in addition to the Agent, affect the rights or duties of the Servicer
under this Agreement; and provided, further, that the Agent shall
not:


(a)           without the prior written consent of
each Bank:


(i)            amend the definitions of Eligible
Receivable, Delinquent Receivable or Defaulted Receivable or increase the then
existing Concentration Limit or any Special Concentration Limit; or


(ii)           amend, modify or waive any provision
of this Agreement in any way which would:


(A)          reduce the amount of Capital or Yield
that is payable on account of any Receivable Interest or delay any scheduled
date for payment thereof; or


(B)           impair any rights expressly granted
to an assignee or participant under the Agreement; or


(C)           reduce fees payable by the Seller to
the Agent or to Citibank which relate to payments to Banks or delay the dates
on which such fees are payable; or


(D)          modify any provisions relating to the
Aggregate Loss and Dilution Reserve or the Yield and Fee Reserve so as to
reduce the amount of such Reserves; or


(iii)          agree to a different Assignee Rate
pursuant to the final proviso in the definition of Assignee Rate in the
Agreement; or


(iv)          amend or waive the Event of
Termination relating to the bankruptcy of the Seller or any Originator or amend
or waive the Servicer Default relating to the bankruptcy of the Servicer; or



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(v)           amend this Agreement to extend the
Commitment Termination Date; or


(b)           increase the Bank Commitment of any
Bank without the prior written consent of such Bank.


Notwithstanding any other provision of this
Section 10.01, Schedules I and IV hereto may be amended in accordance
with the procedures set forth in Sections 5.01(g) and 5.01(b),
respectively.  No failure on the part of
the Investors, the Banks or the Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.


SECTION 10.02.    Notices, Etc.  All notices and other communications
hereunder shall, unless otherwise stated herein, be in writing (which shall
include facsimile communication) and faxed or delivered, to each party hereto,
at its address set forth on Schedule III hereto or at such other address as
shall be designated by such party in a written notice to the other parties
hereto.  Notices and communications by
facsimile shall be effective when sent (and shall be followed by hard copy sent
by regular mail), and notices and communications sent by other means shall be
effective when received.


SECTION 10.03.    Assignability.  (a)  This Agreement and the
Investors’ rights and obligations herein (including ownership of each
Receivable Interest) shall be assignable by the Investors and their successors
and assigns (including, without limitation, pursuant to an Asset Purchase
Agreement) with the Seller’s consent, which shall not be unreasonably withheld,
delayed or conditioned; provided, that the Seller’s consent shall not be
required (i) if the assignment shall be to an Eligible Assignee pursuant to an
Asset Purchase Agreement, (ii) if there shall exist an Event of Termination or
(iii) if the assignment is by an Investor or a Bank to a receivables
investment company administered or sponsored by the Agent or any of its
Affiliates.  Each assignor of a
Receivable Interest or any interest therein shall notify the Agent and the
Seller of any such assignment.  Each
assignor of a Receivable Interest or any interest therein may, in connection
with any such assignment, disclose to the assignee or potential assignee any
information relating to the Seller, Servicer or any Originator, including the
Receivables, furnished to such assignor by or on behalf of the Seller,
Servicer, any Originator or by the Agent; provided that, prior to any
such disclosure, the assignee or potential assignee agrees to preserve the
confidentiality of any such information which is confidential in accordance
with the provisions of Section 10.06 hereof.


(b)           Each Bank may assign to any Eligible
Assignee or to any other Bank all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Bank Commitment and any Receivable Interests or interests therein owned by it);
provided, however, that:


(i)            each such assignment shall be of a
constant, and not a varying, percentage of all rights and obligations under
this Agreement;



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(ii)           the amount being assigned pursuant to
each such assignment (determined as of the date of the Assignment and
Acceptance Agreement with respect to such assignment) shall in no event be less
than the lesser of (x) $20,000,000 and (y) all of the assigning Bank’s Bank
Commitment;


(iii)          the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance Agreement, together with a processing
and recordation fee of $2,500; and


(iv)          concurrently with such assignment,
such assignor Bank shall assign to such assignee Bank or other Eligible
Assignee an equal percentage of its rights and obligations under the Asset
Purchase Agreement (or, if such assignor Bank is Citibank, it shall arrange for
such assignee Bank or other Eligible Assignee to become a party to the Asset
Purchase Agreement for a maximum Capital amount equal to the assignee’s Bank
Commitment).


Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in such Assignment and
Acceptance Agreement, (x) the assignee thereunder shall be a party to this
Agreement and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance Agreement, have the
rights and obligations of a Bank hereunder and (y) the assigning Bank shall, to
the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance Agreement, relinquish such rights
and be released from such obligations under this Agreement (and, in the case of
an Assignment and Acceptance Agreement covering all or the remaining portion of
an assigning Bank’s rights and obligations under this Agreement, such Bank
shall cease to be a party hereto).


(c)           The Agent shall maintain at its
address referred to in Section 10.02 of this Agreement a copy of each
Assignment and Acceptance Agreement delivered to and accepted by it and a
register for the recordation of the names and addresses of the Banks and the
Bank Commitment of, and aggregate outstanding Capital of Receivable Interests
or interests therein owned by, each Bank from time to time (the “Register”).  The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Seller,
the Originators, the Agent and the Banks may treat each person whose name is
recorded in the Register as a Bank under this Agreement for all purposes of
this Agreement.  The Register shall be
available for inspection by the Seller, the Originators or any Bank at any
reasonable time and from time to time upon reasonable prior notice.  Upon its receipt of an Assignment and
Acceptance Agreement executed by an assigning Bank and an Eligible Assignee,
the Agent shall, if such Assignment and Acceptance Agreement has been
completed, (i) accept such Assignment and Acceptance Agreement, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Seller.


(d)           Notwithstanding any other provision
of this Section 10.03, any Bank may at any time pledge or grant a security
interest in all or any portion of its rights (including, without limitation,
rights to payment of Capital and Yield) under this Agreement or under the Asset
Purchase Agreement to secure obligations of such Bank to a Federal Reserve
Bank, without 



 64
 









notice to or consent of the Seller or the
Agent; provided that no such pledge or grant of a security interest
shall release a Bank from any of its obligations hereunder or under the Asset
Purchase Agreement, as the case may be, or substitute any such pledgee or
grantee for such Bank as a party hereto or to the Asset Purchase Agreement, as
the case may be.


(e)           Each Bank may sell participations, to
one or more banks or other entities, in or to all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Bank Commitment and the Receivable Interests or interests
therein owned by it); provided, however, that:


(i)            such Bank’s obligations under this
Agreement (including, without limitation, its Bank Commitment to the Seller
hereunder) shall remain unchanged;


(ii)           such Bank shall remain solely
responsible to the other parties to this Agreement for the performance of such
obligations; and


(iii)          concurrently with such participation,
the selling Bank shall sell to such bank or other entity a participation in an
equal percentage of its rights and obligations under the Asset Purchase
Agreement.


The Agent, the other Banks and the Seller shall have
the right to continue to deal solely and directly with such Bank in connection
with such Bank’s rights and obligations under this Agreement.


(f)            This Agreement and the rights and
obligations of the Agent herein shall be assignable by the Agent and its
successors and assigns; provided, however, that the Agent agrees
that it will not assign such rights and obligations to any Person other than an
Affiliate of Citibank unless:


(i)            in the reasonable judgment of the
Agent, the Agent determines that continued service by it (or its Affiliate) as
Agent hereunder would be inconsistent with, or otherwise disadvantageous under,
applicable legal, tax or regulatory restrictions; or


(ii)           there shall have occurred (x) an
Incipient Event of Termination of the type described in Section 7.01(g) or
(y) any Event of Termination, which shall be continuing; or


(iii)          the Seller shall have consented to
such assignment (such consent not to be unreasonably withheld or delayed).


(g)           Neither the Seller nor any of the
Originators may assign their respective rights or obligations hereunder or any
interest herein without the prior written consent of the Agent.


(h)           CIESCO may, without the consent of
the Seller, sell participations to one or more banks or other entities (each, a
“Participant”) in all or a portion of its rights and 



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obligations hereunder (including the
outstanding Receivable Interests); provided that following the sale of a
participation under this Agreement (i) the obligations of CIESCO shall
remain unchanged, (ii) CIESCO shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Seller, the Agent, and the Banks shall continue to deal solely and directly
with CIESCO in connection with CIESCO’s rights and obligations under this
Agreement.  Any agreement or instrument
pursuant to which CIESCO sells such a participation shall provide that the
Participant shall not have any right to direct the enforcement of this
Agreement or the other Transaction Documents or to approve any amendment,
modification or waiver of any provision of this Agreement or the other
Transaction Documents; provided that such agreement or instrument may
provide that CIESCO will not, without the consent of the Participant, agree to
any amendment, modification or waiver that (i) reduces the amount of
Capital or Yield that is payable on account of any Receivable Interest or
delays any scheduled date for payment thereof or (ii) reduces any fees
payable by the Seller to the Agent (to the extent relating to payments to the
Participant) or delays any scheduled date for payment of such fees.  The Seller acknowledges and agrees that
CIESCO’s source of funds may derive in part from its Participants.  Accordingly, references in Sections 2.08,
2.09, 2.10, 6.07, 9.01 and 10.04 and the other terms and provisions of this
Agreement and the other Transaction Documents to determinations, reserve and
capital adequacy requirements, expenses, increased costs, reduced receipts and
the like as they pertain to CIESCO shall be deemed also to include those of its
Participants; provided that the Seller shall not be required to pay
higher costs, expenses and indemnification amounts pursuant to this sentence
than would be required to be paid by the Seller in the absence of the sale of
any participation by CIESCO to a Participant as contemplated by this
Section 10.03(h).  CIESCO or the
Agent may, in connection with any such participation, disclose to Participants
and potential Participants any information relating to the Seller, Servicer or
any Originator, including the Receivables, furnished to CIESCO or the Agent by
or on behalf of the Seller; provided that, prior to any such disclosure,
such Participant or potential Participant agrees to preserve the
confidentiality of any such information which is confidential in accordance
with the provisions of Section 10.06 hereof.  Any interest sold by CIESCO to a Bank or its
designee under the Asset Purchase Agreement shall not be considered a
participation for the purpose of this Section 10.03(h) (and the Bank or its
designee shall not be considered a Participant as a result thereof).


SECTION 10.04.    Costs and Expenses.  (a)  In addition to the rights of
indemnification granted under Section 9.01 hereof, the Seller agrees to pay on
demand (i) all reasonable costs and expenses incurred in connection with
periodic auditing and the other activities contemplated pursuant to Section 5.02,
(ii) all reasonable costs and expenses incurred in connection with the
preparation, execution, delivery and administration of this Agreement, any
Asset Purchase Agreement and the other Transaction Documents, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Agent, CNAI, CIESCO and Citibank with respect thereto and with respect
to advising the Agent, CNAI, CIESCO and Citibank as to their rights and
remedies under this Agreement, (iii) all reasonable pre-closing due-diligence
expenses, and (iv) all costs and expenses (including reasonable counsel fees
and expenses) of the Agent, CNAI, the Investors and the Banks in connection
with the enforcement of this Agreement and the other Transaction Documents.


(b)           In addition, the Seller shall pay (i)
to the extent not included in the calculation of Yield, any and all commissions
of placement agents and dealers in respect of 



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Promissory Notes issued to fund the purchase
or maintenance of any Receivable Interest, (ii) any and all costs and
expenses of any issuing and paying agent or other Person responsible for the
administration of CIESCO’s Promissory Notes program in connection with the
preparation, completion, issuance, delivery or payment of Promissory Notes
issued to fund the purchase or maintenance of any Receivable Interest, and
(iii) any and all Liquidation Fees.


SECTION 10.05.    No Proceedings; Waiver of Consequential
Damages.  (a)  Each of the
Seller, the Agent, the Servicer, each Originator, each Investor, each Bank,
each assignee of a Receivable Interest or any interest therein and each entity
which enters into a commitment to purchase Receivable Interests or interests
therein hereby agrees that it will not institute against, or join any other
Person in instituting against, CIESCO any proceeding of the type referred to in
Section 7.01(g) so long as any commercial paper or other senior indebtedness
issued by CIESCO shall be outstanding or there shall not have elapsed one year
plus one day since the last day on which any such commercial paper or other
senior indebtedness shall have been outstanding.


(b)           Each of the Servicer, the Seller and
each Originator agree that no Indemnified Party shall have any liability to
them or any of their securityholders or creditors in connection with this
Agreement, the other Transaction Documents or the transactions contemplated
thereby on any theory of liability for any special, indirect, consequential or
punitive damages (including, without limitation, any loss of profits, business
or anticipated savings).


SECTION 10.06.    Confidentiality.  (a)  The Seller, the Originators
and the Servicer each agrees not to disclose to any person or entity the terms
of this Agreement, the Fee Agreement and the related Transaction Documents
(including, without limitation, the amount or terms of any fees payable to CNAI
or its Affiliates in connection with the Transaction), the proposal or
structure of the Transaction, any related structures developed by CNAI for the
Seller or the Originators, any related analyses, computer models, information
or documents, any written or oral reports from CNAI or its Affiliates to the
Seller, Originators or the Servicer or any related written information
concerning the Transaction (collectively, the “Product Information”), except
that such Product Information may be disclosed (i) to its and its Affiliates’
officers, directors, employees, agents, accountants, legal counsel and other
representatives (collectively, the “Applicable Sell Side Representatives”)
who have a need to know the Product Information in connection with the
transaction and who either (a) agree to be bound by the provisions of this
Section 10.06 or (b) owe a duty of trust or confidentiality to the Seller,
Originators or Servicer, (ii) in connection
with any action or proceeding related to, or the exercise of any remedies
under, the transaction, this Agreement or the other Transaction Documents,
(iii) to the extent required by applicable law, regulation, subpoena, court
order or other legal process or (iv) to any other person or entity with CNAI’s
prior written consent; provided, that Product Information shall not
include information that (i) is or becomes publicly available other than
through a breach of this Agreement or any other Transaction Document, or (ii)
was or becomes available to the receiving party on a non-confidential basis
from a source that is not known to such receiving party to be subject to a
confidentiality agreement with CNAI or its Affiliates.  The Seller, Originators and Servicer will be
responsible for any failure of any of their Applicable Sell Side
Representatives to comply with the provisions of this Section 10.06.



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(b)           Each Investor, each Bank and the
Agent agrees not to disclose to any person or entity the confidential or
proprietary information of the Seller, Originators or the Servicer furnished to
such Investor, Bank or the Agent in connection with the Transaction (the “Sell
Side Information”), except (i) to its and its Affiliates’ officers,
directors, employees, agents, accountants, legal counsel and other
representatives (collectively, the “Applicable Investor Side Representatives”)
who have a need to know the Sell Side Information in connection with the
Transaction or to properly manage each Investor, Bank or the Agent and their
respective Affiliates’ banking relationships with the Seller, Originators or
the Servicer and their respective Affiliates and who either (a) agree to be
bound by the provisions in this Section 10.06 or (b) owe a duty of trust or
confidentiality to such Investor, Bank or the Agent, (ii) in connection with
any action or proceeding related to, or the exercise of any remedies under, the
Transaction, such banking relationships, this Agreement or the other
Transaction Documents, (iii) to the extent required by applicable law,
regulation, subpoena, court order or other legal process, (iv) to the extent
requested by any governmental or regulatory authority having jurisdiction over
such Investor, Bank or the Agent or such Applicable Investor Side
Representative, (v) to the rating agencies, (vi) to any actual or potential
subordinated investor in any conduit or liquidity provider if such investor or
liquidity provider, as the case may be, has signed a confidentiality agreement
substantially on the terms of this Section 10.06, (vii) to dealers and
investors in respect of promissory notes of any conduit and credit enhancers in
accordance with the customary practices of such conduit for disclosures to
dealers, investors or credit enhancers, as the case may be, it being understood
that any such disclosure to dealers or investors will not identify the Seller,
Originators or the Servicer or any of their respective Affiliates by name and
(viii) to any other person or entity with the Seller’s prior written consent; provided
that Sell Side Information shall not include information that (i) is or becomes
publicly available other than through a breach of this Agreement or any other
Transaction Document, or (ii) was or becomes available to the receiving party
on a non-confidential basis from a source that is not known to such receiving
party to be subject to a confidentiality agreement with the Seller. The
Investor, Bank or the Agent will be responsible for any failure of any of their
Applicable Investor Side Representatives to comply with the provisions of this
Section 10.06.


(c)           Notwithstanding any other provision
herein or in any other Transaction Document, each Investor, each Bank and the
Agent hereby confirms that the Seller, each Originator and the Servicer (and
each employee, representative or other agent of each such party) may disclose
to any and all Persons, without limitation of any kind, the U.S. tax treatment
and U.S. tax structure of the Transaction.


SECTION 10.07.    GOVERNING
LAW.  THIS AGREEMENT SHALL, IN
ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT, PURSUANT TO THE UCC OF THE STATE OF NEW YORK, THE
PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE INTERESTS OF
THE INVESTORS AND THE BANKS IN THE RECEIVABLES, THE SECONDARY PURCHASE AGREEMENT
AND THE INITIAL 



 68
 









PURCHASE AGREEMENT ARE GOVERNED BY THE LAWS
OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.


SECTION 10.08.    Execution in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.


SECTION 10.09.    Survival of Termination.  The provisions of Sections 2.08, 2.09,
2.10, 6.07, 9.01, 10.04, 10.05 and 10.06 shall survive any termination of this
Agreement.


SECTION 10.10.    Consent to Jurisdiction.  (a)  Each party hereto hereby
irrevocably submits to the non-exclusive jurisdiction of any New York State or
Federal court sitting in New York City in any action or proceeding arising out
of or relating to this Agreement or the other Transaction Documents, and each
party hereto hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court.  The parties hereto hereby irrevocably waive,
to the fullest extent they may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding.  The parties hereto agree that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


(b)           Each of the Seller, the Servicer and
the Originators consents to the service of any and all process in any such
action or proceeding by the mailing of copies of such process to it at its
address specified in Section 10.02. 
Nothing in this Section 10.10 shall affect the right of the Investors,
any Bank or the Agent to serve legal process in any other manner permitted by
law.


SECTION 10.11.    WAIVER OF
JURY TRIAL.  EACH PARTY HERETO HEREBY
WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED OR DELIVERED PURSUANT
HERETO.


SECTION 10.12.    Engagement Letter.  The Agent hereby agrees, on behalf of itself
and the other beneficiaries of the indemnity from the Parent set forth in
Schedule I to the engagement letter dated September 19, 2006 between
Parent and the Agent, that from and after the Effective Date the indemnity from
the Parent set forth in such Schedule I shall not apply to any
“Indemnified Amounts” (as such term is defined in such engagement letter)
arising out of representations made by or actions taken or omitted by the
Seller.



 69















IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


	
  SELLER:

  	
  FOUNTAINVIEW FINANCE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESTOR:

  	
  CIESCO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Citicorp North America, Inc.,

  
	
   

  	
   

  	
  as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond F. Dizon

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Raymond F. Dizon

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGENT: 

  	
  CITICORP NORTH AMERICA, INC.,

  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond F. Dizon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond F. Dizon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK:

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond F. Dizon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raymond F. Dizon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Percentage: 100%

  
									



 













 


	
  SERVICER:

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Vice President & Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIGINATORS:

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Vice President & Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST HEALTH SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DST OUTPUT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST OUTPUT CENTRAL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
							



 













 


	
  

  	
  DST OUTPUT EAST, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST OUTPUT WEST, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST OUTPUT GRAPHICS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST STOCK TRANSFER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST INTERNATIONAL NORTH AMERICA LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
							



 













 


	
  

  	
  DST HEALTH SOLUTIONS SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST HEALTH SOLUTIONS SYSTEMS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST MAILING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ISPACE SOFTWARE TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregg Wm. Givens

  	
   

  
	
   

  	
  Name:

  	
  Gregg Wm. Givens

  
	
   

  	
  Title:

  	
  Assistant Treasurer