Exhibit 10.2


 


EXECUTION COPY


 




 





U.S.
$50,000,000


 


SECOND AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT


 


by and among


 


SUMMIT
CONSUMER RECEIVABLES FUND, L.P.,
 as the Originator


 


SUMMIT
ALTERNATIVE INVESTMENTS, LLC,
 as the Servicer


 


SSPE, LLC,
 as the LLC Borrower


 


SSPE
INVESTMENT TRUST I,
 as the Trust Borrower


 


CLST ASSET
TRUST II,

as the Trust II Borrower


 


SUMMIT
CONSUMER RECEIVABLES FUND, L.P.,
 as a Guarantor


 


ERIC J.
GANGLOFF,
 as a Guarantor


 


FORTRESS
CREDIT CORP.,
 as a Lender and as the Administrative Agent


 


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


 


And


 


LYON
FINANCIAL SERVICES, INC. 

(d/b/a U.S. BANK PORTFOLIO SERVICES),

as the Backup Servicer


 


Dated as of December 10,
2008




 





 


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


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITION

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Certain
  Defined Terms

  	
  2

  
	
  Section 1.2.

  	
  Other Terms

  	
  31

  
	
  Section 1.3.

  	
  Computation
  of Time Periods

  	
  31

  
	
  Section 1.4.

  	
  Interpretation

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE VARIABLE
  FUNDING NOTES

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  The Variable
  Funding Notes

  	
  32

  
	
  Section 2.2.

  	
  Procedures
  for Loans by Lenders

  	
  33

  
	
  Section 2.3.

  	
  Restriction
  on Repayments

  	
  34

  
	
  Section 2.4.

  	
  Determination
  of Interest

  	
  35

  
	
  Section 2.5.

  	
  Notations on
  Variable Funding Notes

  	
  35

  
	
  Section 2.6.

  	
  Principal
  Repayments

  	
  35

  
	
  Section 2.7.

  	
  Settlement
  Procedures During the Revolving Period

  	
  35

  
	
  Section 2.8.

  	
  Settlement
  Procedures During the Amortization Period

  	
  36

  
	
  Section 2.9.

  	
  Collections
  and Allocations

  	
  37

  
	
  Section 2.10.

  	
  Payments,
  Computations, Etc.

  	
  39

  
	
  Section 2.11.

  	
  Fees

  	
  39

  
	
  Section 2.12.

  	
  Increased
  Costs; Capital Adequacy; Illegality

  	
  39

  
	
  Section 2.13.

  	
  Taxes

  	
  41

  
	
  Section 2.14.

  	
  Assignment
  of the Sale Agreement, Purchase and Sale Agreements and Dealer Agreements

  	
  42

  
	
  Section 2.15.

  	
  Repurchase
  of Receivables

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CONDITIONS
  TO CLOSING AND LOANS

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Conditions
  to Closing and the Initial Loan

  	
  43

  
	
  Section 3.2.

  	
  Conditions
  Precedent to All Loans

  	
  44

  
	
  Section 3.3.

  	
  Permitted
  Investments

  	
  45

  
	
  Section 3.4.

  	
  Fortress
  Consent

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Representations
  and Warranties of the Borrowers

  	
  47

  
	
  Section 4.2.

  	
  Representations
  and Warranties of the Servicer

  	
  54

  
	
  Section 4.3.

  	
  Representations
  and Warranties of the Originator

  	
  57

  
	
  Section 4.4.

  	
  Representations
  and Warranties of the Backup Servicer

  	
  59

  
	
  Section 4.5.

  	
  Representations
  and Warranties of the Collateral Custodian

  	
  59

  
	
  Section 4.6.

  	
  Representations
  and Warranties of the Principal

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  GENERAL
  COVENANTS

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Affirmative
  Covenants of the Borrowers

  	
  61

  
	
  Section 5.2.

  	
  Negative
  Covenants of the Borrowers

  	
  64

  
	
  Section 5.3.

  	
  Affirmative
  Covenants of the Servicer

  	
  65

  
	
  Section 5.4.

  	
  Negative
  Covenants of the Servicer

  	
  68

  
					



 


i

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 5.5.

  	
  Affirmative
  Covenants of the Originator

  	
  69

  
	
  Section 5.6.

  	
  Negative
  Covenants of the Originator

  	
  71

  
	
  Section 5.7.

  	
  Affirmative
  Covenants of the Backup Servicer

  	
  72

  
	
  Section 5.8.

  	
  Negative
  Covenants of the Backup Servicer

  	
  72

  
	
  Section 5.9.

  	
  Affirmative
  Covenants of the Collateral Custodian

  	
  72

  
	
  Section 5.10.

  	
  Negative
  Covenants of the Collateral Custodian

  	
  73

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  ADMINISTRATION
  AND SERVICING OF CONTRACTS

  	
  73

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Designation
  of the Servicer

  	
  73

  
	
  Section 6.2.

  	
  Duties of
  the Servicer

  	
  74

  
	
  Section 6.3.

  	
  Authorization
  of the Servicer

  	
  75

  
	
  Section 6.4.

  	
  Collection
  of Payments; Accounts

  	
  76

  
	
  Section 6.5.

  	
  Realization
  Upon Defaulted Receivables

  	
  78

  
	
  Section 6.6.

  	
  Servicing
  Compensation

  	
  78

  
	
  Section 6.7.

  	
  Payment of
  Certain Expenses by the Servicer

  	
  78

  
	
  Section 6.8.

  	
  Reports

  	
  79

  
	
  Section 6.9.

  	
  Annual
  Statement as to Compliance

  	
  79

  
	
  Section 6.10.

  	
  Reserved

  	
  80

  
	
  Section 6.11.

  	
  The Servicer
  Not to Resign

  	
  80

  
	
  Section 6.12.

  	
  Servicer
  Defaults

  	
  80

  
	
  Section 6.13.

  	
  Appointment
  of Successor Servicer

  	
  81

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  THE BACKUP
  SERVICER

  	
  85

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Designation
  of the Backup Servicer

  	
  85

  
	
  Section 7.2.

  	
  Duties of
  the Backup Servicer

  	
  85

  
	
  Section 7.3.

  	
  Merger or
  Consolidation

  	
  86

  
	
  Section 7.4.

  	
  Backup
  Servicing Compensation

  	
  87

  
	
  Section 7.5.

  	
  Backup
  Servicer Removal

  	
  87

  
	
  Section 7.6.

  	
  Limitation
  on Liability

  	
  87

  
	
  Section 7.7.

  	
  Backup
  Servicer Resignation

  	
  88

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  THE COLLATERAL
  CUSTODIAN

  	
  88

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Designation
  of Collateral Custodian

  	
  88

  
	
  Section 8.2.

  	
  Duties of
  Collateral Custodian

  	
  88

  
	
  Section 8.3.

  	
  Merger or
  Consolidation

  	
  90

  
	
  Section 8.4.

  	
  Collateral
  Custodian Compensation

  	
  91

  
	
  Section 8.5.

  	
  Collateral
  Custodian Removal

  	
  91

  
	
  Section 8.6.

  	
  Limitation
  on Liability

  	
  91

  
	
  Section 8.7.

  	
  The
  Collateral Custodian Not to Resign

  	
  92

  
	
  Section 8.8.

  	
  Release of
  Documents

  	
  92

  
	
  Section 8.9.

  	
  Return of
  Required Receivable Files and Servicing Files

  	
  93

  
	
  Section 8.10.

  	
  Access to
  Certain Documentation and Information Regarding the Collateral; Audits

  	
  93

  
					



 


ii

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SECURITY
  INTEREST

  	
  94

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Grant of
  Security Interest

  	
  94

  
	
  Section 9.2.

  	
  Release of
  Lien on Collateral

  	
  95

  
	
  Section 9.3.

  	
  Further
  Assurances

  	
  95

  
	
  Section 9.4.

  	
  Remedies

  	
  96

  
	
  Section 9.5.

  	
  Waiver of
  Certain Laws

  	
  96

  
	
  Section 9.6.

  	
  Power of
  Attorney

  	
  96

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  EVENTS OF
  DEFAULT

  	
  97

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Events of
  Default

  	
  97

  
	
  Section 10.2.

  	
  Remedies

  	
  99

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  INDEMNIFICATION

  	
  100

  
	
   

  	
   

  	
   

  
	
  Section 11.1.

  	
  Indemnities
  by the Borrowers

  	
  100

  
	
  Section 11.2.

  	
  Indemnities
  by the Servicer

  	
  103

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  THE
  ADMINISTRATIVE AGENT

  	
  104

  
	
   

  	
   

  	
   

  
	
  Section 12.1.

  	
  The
  Administrative Agent

  	
  104

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS

  	
  106

  
	
   

  	
   

  	
   

  
	
  Section 13.1.

  	
  Amendments
  and Waivers

  	
  106

  
	
  Section 13.2.

  	
  Notices, Etc.

  	
  107

  
	
  Section 13.3.

  	
  Ratable
  Payments

  	
  107

  
	
  Section 13.4.

  	
  No Waiver;
  Remedies

  	
  107

  
	
  Section 13.5.

  	
  Binding
  Effect; Benefit of Agreement

  	
  107

  
	
  Section 13.6.

  	
  Term of this
  Agreement

  	
  107

  
	
  Section 13.7.

  	
  Governing
  Law; Consent to Jurisdiction; Waiver of Objection to Venue

  	
  108

  
	
  Section 13.8.

  	
  Waiver of
  Jury Trial

  	
  108

  
	
  Section 13.9.

  	
  Costs,
  Expenses and Taxes

  	
  108

  
	
  Section 13.10.

  	
  No
  Proceedings

  	
  109

  
	
  Section 13.11.

  	
  Recourse
  Against Certain Parties

  	
  109

  
	
  Section 13.12.

  	
  Protection
  of Right, Title and Interest in the Collateral; Further Action Evidencing
  Loans

  	
  110

  
	
  Section 13.13.

  	
  Confidentiality

  	
  111

  
	
  Section 13.14.

  	
  Execution in
  Counterparts; Severability; Integration

  	
  113

  
	
  Section 13.15.

  	
  Waiver of
  Setoff

  	
  113

  
	
  Section 13.16.

  	
  Assignments
  by the Lenders

  	
  113

  
	
  Section 13.17.

  	
  Heading and
  Exhibits

  	
  113

  
	
  Section 13.18.

  	
  Right of
  First Refusal

  	
  114

  
	
  Section 13.19.

  	
  Concerning
  Joint and Several Liability of the Borrowers

  	
  114

  
	
  Section 13.20.

  	
  Amendment and
  Restatement

  	
  116

  
					



 


iii

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
  GUARANTY

  	
  116

  
	
   

  	
   

  	
   

  
	
  Section 14.1.

  	
  Guaranty of
  Trigger Events

  	
  116

  
	
  Section 14.2.

  	
  Limited
  Guaranty of Payment

  	
  117

  
	
  Section 14.3.

  	
  Guarantor
  Payments

  	
  118

  
	
  Section 14.4.

  	
  Obligations
  Unconditional

  	
  118

  
	
  Section 14.5.

  	
  Modifications

  	
  119

  
	
  Section 14.6.

  	
  Waiver of
  Rights

  	
  119

  
	
  Section 14.7.

  	
  Reinstatement

  	
  120

  
	
  Section 14.8.

  	
  Remedies

  	
  120

  
	
  Section 14.9.

  	
  Subrogation

  	
  120

  
					



 


iv

















 


EXHIBITS


 


	
  EXHIBIT A-1

  	
  Form of
  Borrowing Notice

  	
   

  
	
  EXHIBIT A-2

  	
  Form of
  Notice of Reduction of Loans Outstanding

  	
   

  
	
  EXHIBIT A-3

  	
  Form of
  Borrowing Base Certificate

  	
   

  
	
  EXHIBIT B-1

  	
  Form of A-1
  Variable Funding Note

  	
   

  
	
  EXHIBIT B-2

  	
  Form of A-2
  Variable Funding Note

  	
   

  
	
  EXHIBIT C

  	
  Form of
  Servicing Report

  	
   

  
	
  EXHIBIT D-1

  	
  Form of
  Officer’s Certificate as to Solvency (LLC Borrower)

  	
   

  
	
  EXHIBIT D-2

  	
  Form of
  Officer’s Certificate as to Solvency (Trust Borrower)

  	
   

  
	
  EXHIBIT D-3

  	
  Form of
  Officer’s Certificate as to Solvency (Trust II Borrower)

  	
   

  
	
  EXHIBIT D-4

  	
  Form of
  Officer’s Certificate as to Solvency (Servicer)

  	
   

  
	
  EXHIBIT D-5

  	
  Form of
  Officer’s Certificate as to Solvency (Originator)

  	
   

  
	
  EXHIBIT E-1

  	
  Form of
  Officer’s Closing Certificate (LLC Borrower)

  	
   

  
	
  EXHIBIT E-2

  	
  Form of
  Officer’s Closing Certificate (Trust Borrower)

  	
   

  
	
  EXHIBIT E-3

  	
  Form of
  Officer’s Closing Certificate (Trust II Borrower)

  	
   

  
	
  EXHIBIT E-4

  	
  Form of
  Officer’s Closing Certificate (Servicer)

  	
   

  
	
  EXHIBIT E-5

  	
  Form of
  Officer’s Closing Certificate (Originator)

  	
   

  
	
  EXHIBIT F-1

  	
  Form of
  Power of Attorney (LLC Borrower)

  	
   

  
	
  EXHIBIT F-2

  	
  Form of
  Power of Attorney (Trust Borrower)

  	
   

  
	
  EXHIBIT F-3

  	
  Form of
  Power of Attorney (Trust II Borrower)

  	
   

  
	
  EXHIBIT F-4

  	
  Form of
  Power of Attorney (Servicer)

  	
   

  
	
  EXHIBIT G

  	
  Form of
  Release of Required Receivable File

  	
   

  
	
  EXHIBIT H

  	
  Form of
  Servicer’s Certificate

  	
   

  
	
  EXHIBIT I

  	
  Form of
  Joinder Supplement

  	
   

  
	
  EXHIBIT J

  	
  Form of
  Backup Servicer Monthly Certification

  	
   

  
	
  EXHIBIT K

  	
  Form of
  Collateral Receipt

  	
   

  



 


SCHEDULES


 


	
  SCHEDULE I

  	
  Condition
  Precedent Documents

  	
   

  
	
  SCHEDULE II

  	
  Credit and
  Collection Policy

  	
   

  
	
  SCHEDULE III

  	
  Location of
  Required Receivable Files

  	
   

  
	
  SCHEDULE IV

  	
  Receivable
  List

  	
   

  
	
  SCHEDULE V

  	
  SIC Codes

  	
   

  
	
  SCHEDULE VI

  	
  Approved
  Lockbox Accounts

  	
   

  
	
  SCHEDULE VII

  	
  Approved
  Sellers and Purchase and Sale Agreements

  	
   

  
	
  SCHEDULE
  VIII

  	
  Approved
  Asset/Product Classes

  	
   

  
	
  SCHEDULE IX

  	
  Approved
  Sub-Servicers

  	
   

  
	
  SCHEDULE X

  	
  Concentration
  Account

  	
   

  



 


ANNEXES


 


	
  ANNEX A

  	
  Addresses
  for Notices

  	
   

  
	
  ANNEX B

  	
  Lender
  Commitments and Percentages

  	
   

  



 


v

















 


SECOND AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT


 


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


 


(1)                                  SUMMIT CONSUMER RECEIVABLES FUND, L.P.,  a
Delaware limited partnership, as the originator (together with its successors
and assigns in such capacity, the “Originator”);


 


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


 


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


 


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


 


(5)                                  SUMMIT CONSUMER RECEIVABLES FUND, L.P., a Delaware limited
partnership, as a guarantor (together with its successors and assigns in such
capacity, a “Guarantor”);


 


(6)                                  ERIC J. GANGLOFF, a natural person, as a guarantor (together
with his successors and assigns in such capacity, a “Guarantor”, and
together with Summit Consumer Receivables Fund, L.P., the “Guarantors”);


 


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


 


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


 


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


 


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


 

















 


R E C I T A L S


 


WHEREAS, the Originator, the LLC Borrower, the
Trust Borrower, the Guarantors, the Lenders, the Administrative Agent, the
Servicer, the Backup Servicer and the Collateral Custodian entered into that
certain Amended and Restated Revolving Credit Agreement, dated as of August 15,
2008 (the “Amended Agreement”), which they now wish to amend and restate
in its entirety hereby to add the Trust II Borrower, as a Borrower, and to make
further additional clarifications and amendments to the Amended Agreement as
provided herein;


 


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


 


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


 


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


 


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


 


ARTICLE I


 


DEFINITION


 


Section 1.1.                                          Certain
Defined Terms.


 


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


 


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


 


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


 


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


 


2

















 


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


 


“Accrual
Period”:  With respect to the Loans, (a) with
respect to the first Payment Date, the period from and including the Closing
Date to and including the last day of the calendar month preceding the first
Payment Date and (b) with respect to any subsequent Payment Date, the
preceding calendar month; provided that on
the date of any repayment of the Loans, the Accrual Period shall extend to the
date of repayment.


 


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


 


“Administrative
Agent”:  Defined in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


“Backup
Servicer”:  Defined in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower”:  Defined in the Preamble.


 


“Borrowers”:  Defined in the Preamble.


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Change of
Control”:  Any of the following:


 


(a)                                  the
failure of Summit Consumer Receivables Fund, L.P., to own, directly or
indirectly, 100% of the equity interests in the LLC Borrower free and clear of
any Lien (other than Permitted Liens);


 


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


 


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


 


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


 


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


 


5

















 


jurisdiction),
or any other action taken by a taxing authority or court of competent jurisdiction
in the relevant jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


“Closing
Date”:  September 28, 2007.


 


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


 


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


 


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


 


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


 


(iii)                               all
income and Proceeds of the foregoing;


 


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


 


“Collateral
Custodian”:  Defined in the Preamble.


 


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


 


7
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Defaulted
Receivable”:  A Receivable as to
which any of the following has occurred: 
(i) all or any portion of a contractual payment due under such
Receivable is 91 or more days past due, (ii) the payment terms
related to such Receivable have been restructured or modified (without the
consent of the Administrative Agent, in its sole discretion) in any way due to
credit reasons or for the purpose of preventing such Receivable from becoming a
Defaulted Receivable after its acquisition by a Borrower, (iii) a
charge-off has been taken with respect to such Receivable as a result of a
bankruptcy proceeding or otherwise, (iv) the related Obligor is subject 


 


9

















 


to an
Insolvency Event (without giving effect to any cure period specified in the
definition thereof), (v) the related Obligor is not Solvent, as reasonably
determined by the Servicer in accordance with the Credit and Collection Policy,
the Servicing Standard or otherwise or (vi) the Servicer has determined
(or should have determined) in accordance with the Credit and Collection
Policy, the Servicing Standard or otherwise that such Receivable is not
collectible.


 


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


 


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


 


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


 


“Effective
Date”: December 10, 2008.


 


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


 


(a)                                  is
a natural person;


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(u)                                 such
Receivable does not constitute Margin Stock;


 


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


 


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


 


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


 


12

















 


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


 


“Environmental
Laws”:  Any and all federal, state
and local laws, statutes, ordinances, rules, regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities,
relating to the protection of the environment, including, but not limited to,
requirements pertaining to the manufacture, processing, distribution, use,
treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of Hazardous Materials.  Environmental Laws include, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. § 9601 et seq. (“CERCLA”)), the Hazardous
Material Transportation Act (49 U.S.C. § 331 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal
Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air
Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15
U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et
seq.), the Environmental Protection Agency’s regulations relating to
underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational
Safety and Health Act (29 U.S.C. § 651 et seq.), and the rules and
regulations thereunder, each as amended or supplemented from time to time.


 


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


 


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


 


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


 


“Event of
Default”:  Defined in Section 10.1.


 


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


 


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


 


13

















 


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


 


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


 


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


 


(d)                                 the
amount by which the sum of the Outstanding Receivable Balances of all Class A
Receivables which with the addition of a Class A Receivable to the
Collateral would cause the weighted average FICO Score of the Eligible
Receivables in the Collateral to be less than 670;


 


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


 


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


 


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


 


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


 


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


 


“Excluded
Amounts”:  (a) Any amount
received in a Lockbox Account with respect to any Receivable, which amount is
attributable to the payment of any tax, fee or other charge imposed by any
Governmental Authority on such Receivable and (b) any amount received in a
Lockbox Account or other Account representing (i) a reimbursement of
insurance premiums, (ii) any escrows relating to taxes, insurance and
other amounts in connection with Receivables which


 


14

















 


are held in an
escrow account for the benefit of the Obligor (or its client) and the secured
party pursuant to escrow arrangements under the Underlying Instruments and (iii) amounts
related to any Receivable retransferred or substituted for upon the occurrence
of a Warranty Event or that is otherwise replaced by a Substitute Receivable,
to the extent such amount is attributable to a time after the effective date of
such retransfer, substitution, replacement or sale.


 


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


 


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


 


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


 


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


 


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


 


“Fortress”:  Defined in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Guaranteed
Amounts”:  Defined in Article 14.1.


 


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


 


15

















 


“Guarantors”:  Defined in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness”:  With respect to any Person at any date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than liabilities incurred in the ordinary
course of business and payable in accordance with customary trade practices) or
that is evidenced by a note, bond, debenture or similar instrument or other
evidence of indebtedness customary for indebtedness of that type, (b) all
obligations of such Person under leases that have been or should be, in
accordance with GAAP, recorded as capital leases, (c) all obligations of such
Person in respect of acceptances issued or created for the


 


16

















 


account of
such Person and all letters of credit for which such Person is the account
party, (d) all liabilities secured by any Lien on any property owned by
such Person even though such Person has not assumed or otherwise become liable
for the payment thereof, (e) all net obligations or liabilities of that
Person in respect of derivatives, and (f) all obligations under direct or
indirect guaranties in respect of obligations (contingent or otherwise) to
purchase or otherwise acquire, or to otherwise assure a creditor against loss
in respect of, indebtedness or obligations of others of the kind referred to in
clauses (a) through (e) above.


 


“Indemnified
Amounts”:  Defined in Section 11.1.


 


“Indemnified
Parties”:  Defined in Section 11.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


IR x P x 1


D


 


where:


 


IR                                    =                                         the Interest
Rate applicable on such day;


 


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


 


D                                       =                                         360;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Key
Employees”:  Each of Eric Gangloff,
Wayne Crane, Charles Valunas and David Hyman.


 


“Lender”:  Defined in the Preamble.


 


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


 


(i)                                     the
posted rate for one-month deposits in United States Dollars appearing on
Telerate page 3750, or any successor page thereto, as of 11:00 a.m.
(London time)


 


18

















 


on the Business Day which
is the second Business Day preceding the initial borrowing of such Loans (or
portion thereof) (with respect to the initial Accrual Period therefor) and as
of the second Business Day preceding the first day of the applicable Accrual
Period (with respect to all subsequent Accrual Periods therefor); or


 


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


 


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


 


“Limited
Guaranty”:  The Limited Guaranty
provided by Summit Consumer Receivables Fund, L.P. to the Secured Parties
pursuant to Section 14.2.


 


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


 


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


 


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


 


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


 


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


 


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


 


19
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


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


 


“Originator”:  Defined in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


21

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


Agreement for any sale of Receivables by the Trust Borrower or the LLC
Borrower, as applicable, to the Trust II Borrower).


 


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


 


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


 


“Receivables”:  Any (i) consumer loan originated or
created by a Seller (or by a Dealer on behalf of a Seller) and subsequently
sold by such Seller to the Originator pursuant to a Purchase and Sale Agreement
and sold by the Originator to the LLC Borrower pursuant to the Sale Agreement
or (ii) “Eligible Investment” (as defined in the Sourcing and Servicing
Agreement) acquired by the Trust Borrower pursuant to the Sourcing and
Servicing Agreement.


 


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


 


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


 


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


 


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


 


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



 


24

















 


and (2) this Agreement, all right, title and interest of the
Borrowers in and to the following clauses (a) through (i):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Servicer”:
Defined in the Preamble.


 


“Servicer
Default”:  Defined in Section 6.12.


 


“Servicer
Termination Notice”:  Defined in Section 6.12.


 


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


 


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


 


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


 


“Servicing
File”:  For each Receivable, (i) copies
(as opposed to originals) of each of the documents included in the Required
Receivable File definition, (ii) to the extent applicable for the related
Receivable, the original executed (a) guaranty, (b) credit agreement,
(c) loan agreement, (d) note purchase agreement, (e) promissory
note, (f) acquisition agreement (or similar agreement), (g) security
agreement and (h) UCC financing statement(s), in each case as set forth on
the Receivables List, (iii) to the extent applicable for the related
Receivable,  copies 


 


27

















 


of (a) the phone verification form confirming that goods financed
were received by the Obligor, (b) the Obligor’s credit report, (c) the
related credit application and (d) any and all other items required by the
credit and underwriting guidelines of the applicable Seller, and (iv) to
the extent applicable for the related Receivable, a copy of the applicable
Dealer Agreement (if any) with respect to such Receivable.


 


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


 


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


 


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


 


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


 


28

















 


“Sourcer”:  FCC Finance, LLC, a Delaware limited
liability company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Substitute
Receivable”:  Defined in Section 2.15.


 


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


 


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


 


“Tape”:  Defined in Section 7.2(b).


 


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


 


“Term
Credit Agreement”:  That certain
Credit Agreement, dated as of July 20, 2007, among Summit Consumer
Receivables Fund, L.P., as originator and guarantor, Summit 


 


29

















 


Alternative Investments, LLC, as servicer, SSPE, LLC, as borrower,
Fortress Credit Corp., as administrative agent, and the other parties thereto.


 


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


 


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


 


“Transaction”:  Defined in Section 3.2.


 


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


 


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


 


“Trigger
Event”:  Defined in Section 14.1.


 


“Trust
Borrower”: Defined in the Preamble.


 


“Trust II
Borrower”: Defined in the Preamble.


 


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


 


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


 


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


 


“United
States”:  The United States of
America.


 


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


 


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


 


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


 


30

















 


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


 


Section 1.2.                                          Other
Terms.


 


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


 


Section 1.3.                                          Computation
of Time Periods.


 


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


 


Section 1.4.                                          Interpretation.


 


In each Transaction Document, unless a
contrary intention appears:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


31
















 


ARTICLE II


 


THE VARIABLE FUNDING NOTES


 


Section 2.1.                                          The
Variable Funding Notes.


 


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


 


(b)                                 During
the Revolving Period, a Borrower may, at its option, request the Lenders to
make Loans of funds under the VFNs pursuant to a Funding Request delivered to
the Administrative Agent.  Following the
receipt of a Funding Request, the Administrative Agent shall promptly notify
the Lenders of receipt thereof, and subject to the terms and conditions hereinafter
set forth, the Lenders shall fund such Loan.  Notwithstanding
anything to the contrary herein, no Lender shall be obligated to provide a
Borrower with funds in connection with a Loan that would exceed the Lender’s
unused Commitment then in effect. 
Notwithstanding anything to the contrary contained herein, (i) 
Loans shall be made solely under the A-1 Variable Funding Note, up to the
maximum principal balance thereof, before any Loans shall be made under the
A-2 Variable Funding Note, and (ii) in the event of any reduction in
the outstanding principal balance of the A-1 Variable Funding Note after
such time as such balance has reached the maximum principal balance of the A-1
Variable Funding Note, Loans thereafter shall again be made solely under
the A-1 Variable Funding Note, up to the maximum principal balance
thereof, before any Loans shall be made under the A-2 Variable Funding
Note.


 


(c)                                  The
Borrowers may, within 60 days but not less than 30 days prior to the Maturity
Date, by written notice to the Administrative Agent, make a request for each
Lender to extend the Maturity Date for an additional period of 364 days.  The Administrative Agent shall promptly
notify each Lender of receipt of such notice. 
The Administrative Agent and each Lender shall make a determination, in
their sole discretion, within 15 days of the date of the applicable Borrower’s
request for such extension, as to whether or not it will agree to the
applicable extension requested.  The
failure of the Administrative Agent and each Lender to provide timely notice of
its decision to the Borrowers shall be deemed to constitute a refusal by the
Administrative Agent and each Lender to extend the applicable date.  Each Borrower confirms that the
Administrative Agent and each Lender, in their sole and absolute discretion,
without regard to the value or performance of the Collateral or any other
factor, may elect not to extend the Maturity Date.  The Borrowers shall give prompt notice to the
Backup Servicer and the Collateral Custodian as to whether or not the Maturity
Date has been extended.  In the event 


 


32

















 


that the Administrative
Agent rejects (or is deemed to reject) a request by the Borrowers under this Section 2.1(c),
then the Administrative Agent acknowledges that the right of first refusal set
forth in Section 13.18 shall not apply with respect to any
facilities proposed to close on or after the Facility Termination Date.


 


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


 


Section 2.2.                                          Procedures
for Loans by Lenders.


 


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


 


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


 


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


 


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


 


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


 


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


 


33

















 


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


 


Section 2.3.                                          Restriction
on Repayments.


 


No Borrower shall be
permitted to repay the Loans Outstanding applicable to it prior to the eighteen
(18) month anniversary of the Closing Date. 
Thereafter, the Borrowers shall be entitled, at their option, to repay
in whole or in part the Loans Outstanding; provided that (i) the
Borrowers shall give ten (10) Business Days’ prior written notice of such
repayment substantially in the form of Exhibit A-2 to the
Administrative Agent and (ii) the Borrowers shall pay the related
Prepayment Premium in connection therewith. 
Notwithstanding the foregoing, (A) if the Borrowers repay the Loans
Outstanding in full prior to the eighteen (18) month anniversary of the Closing
Date, the Borrowers shall pay the Full Prepayment Make-Whole Fee to the
Administrative Agent, for the benefit of the Lenders and (B) if the
Borrowers repay the Loans Outstanding in part prior to the eighteen (18) month
anniversary of the Closing Date, the Borrowers shall pay the Partial Prepayment
Make-Whole Fee to the Administrative Agent, for the benefit of the Lenders on
the first Business Day following the eighteen (18) month anniversary of the
Closing Date.  In connection with any
such reduction of Loans Outstanding, the Borrowers shall deliver to the
Administrative Agent (i) instructions to reduce such Loans Outstanding and
(ii) funds sufficient to repay such Loans Outstanding and all accrued
interest with respect thereto.  The
Administrative Agent shall promptly notify the Lenders of receipt of such
instructions and shall apply amounts received from the Borrowers pursuant to
this Section 2.3 to the payment of Loans Outstanding.  Any Notice of Reduction of Loans Outstanding
relating to any repayment pursuant to this Section 2.3 shall be
irrevocable.  Reductions of Loans
Outstanding shall be applied ratably to the A-1 VFN and A-2 VFN based on the
respective outstanding principal balances thereof.  For the avoidance of doubt, the application
of Collections received in the ordinary course shall not constitute a “repayment”
or “prepayment” by the Borrowers for purposes of this Section 2.3.


 


Section 2.4.                                          Determination
of Interest.


 


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


 


(b)                                 Anything
in this Agreement or the other Transaction Documents to the contrary
notwithstanding, if at any time the rate of interest payable by any Person
under this Agreement and the Transaction Documents exceeds the highest rate of
interest permissible under Applicable Law (the “Maximum Lawful Rate”), then, so
long as the Maximum Lawful Rate would be exceeded, the rate of interest under
this Agreement and the Transaction Documents shall be equal to the Maximum
Lawful Rate.  If at any time thereafter
the rate of interest payable 


 


34

















 


under this Agreement and
the Transaction Documents is less than the Maximum Lawful Rate, such Person
shall continue to pay interest under this Agreement and the Transaction
Documents at the Maximum Lawful Rate until such time as the total interest
received from such Person is equal to the total interest that would have been
received had Applicable Law not limited the interest rate payable under this
Agreement and the Transaction Documents. 
In no event shall the total interest received by a Lender under this
Agreement and the Transaction Documents exceed the amount that such Lender
could lawfully have received, had the interest due under this Agreement and the
Transaction Documents been calculated since the Closing Date at the Maximum
Lawful Rate.


 


Section 2.5.                                          Notations
on Variable Funding Notes.


 


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


 


Section 2.6.                                          Principal
Repayments.


 


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


 


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


 


Section 2.7.                                          Settlement
Procedures During the Revolving Period.


 


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


 


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


 


35

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.8.                                          Settlement
Procedures During the Amortization Period.


 


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


 


36

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.9.                                          Collections
and Allocations.


 


(a)                                  Collections.  The Servicer shall (or shall cause the
applicable Sub-Servicer to do so on its behalf) direct each Obligor on the
Receivables to make payments only to one of the Lockbox Accounts listed on Schedule
VI, as such Schedule VI may be amended from time to time.  The LLC Borrower, the Servicer and the Trust
II Borrower shall wire transfer, or cause to 


 


37

















 


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


 


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


 


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


 


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


 


38

















 


Section 2.10.                                   Payments,
Computations, Etc.


 


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


 


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


 


(c)                                  If
any Loan is requested by the Borrowers pursuant to Section 2.2 and
is not effectuated as a result of a Borrower’s actions or failure to fulfill
any condition under Section 3.2, as the case may be, on the date
specified therefor, the applicable Borrower shall indemnify the applicable
Lenders against any reasonable direct loss, cost or expense actually incurred
by such Lenders, including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by the applicable Lender to fund or maintain such Loan.


 


Section 2.11.                                   Fees.


 


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


 


Section 2.12.                                   Increased
Costs; Capital Adequacy; Illegality.


 


(a)                                  If
after the Closing Date either (i) the introduction of or any change
(including, without limitation, any change by way of imposition or increase of
reserve requirements) in or in the interpretation of any Applicable Law or (ii) the
compliance by a Lender with any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of law), shall (1) subject
a Lender to any Tax (except net income, gross income or franchise and similar
taxes imposed on any Lender by a taxing jurisdiction in which any such Person
is organized, conducts business or is paying taxes (as the case may be)), duty
or other charge with respect to any interest in the Collateral, or any right or
obligation to make the Loan hereunder, or on any payment made hereunder, (2) impose,
modify 


 


39

















 


or deem applicable any
reserve requirement (including, without limitation, any reserve requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
any reserve requirement, if any, included in the determination of Interest),
special deposit or similar requirement against assets of, deposits with or for
the amount of, or credit extended by, any Lender under this Agreement or any
other Transaction Document or (3) impose any other condition affecting the
ownership or security interest in the Collateral conveyed to the Lenders
hereunder or any Lender’s rights hereunder or under any other Transaction
Document, the result of which is to increase the cost to any Lender or to
reduce the amount of any sum received or receivable by a Lender under this
Agreement or under any other Transaction Document, then on the Payment Date
following demand by such Lender (or the next Payment Date, if such demand is
given less than five (5) days prior to a Payment Date) (which demand shall
be accompanied by a statement setting forth in reasonable detail the basis for
such demand), the Borrowers shall pay directly to such Lender such additional
amount or amounts as will compensate such Lender for such additional or
increased cost incurred or such reduction suffered.


 


(b)                                 If
either (i) the introduction of or any change in or in the interpretation
of any law, guideline, rule, regulation, directive or request or (ii) compliance
by any Lender with any law, guideline, rule, regulation, directive or request
from any central bank or other governmental authority or agency (whether or not
having the force of law), including, without limitation, compliance by a Lender
with any request or directive regarding capital adequacy, has or would have the
effect of reducing the rate of return on the capital of any Lender as a
consequence of its obligations hereunder or arising in connection herewith to a
level below that which any such Lender could have achieved but for such
introduction, change or compliance (taking into consideration the policies of such
Lender with respect to capital adequacy) by a material amount, then from time
to time, on the Payment Date following demand by such Lender (or the next
Payment Date, if such demand is given less than five (5) days prior to a
Payment Date) (which demand shall be accompanied by a statement setting forth
in reasonable detail the basis for such demand), the Borrowers shall pay
directly to such Lender such additional amount or amounts as will compensate
such Lender for such reduction.  For the
avoidance of doubt, if the issuance of any amendment or supplement to
Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140
by the Financial Accounting Standards Board or any other change in accounting
standards or the issuance of any other pronouncement, release or
interpretation, causes or requires the consolidation of all or a portion of the
assets and liabilities of the Originator or the Borrowers with the assets and
liabilities of any Lender or shall otherwise impose any loss, cost, expense,
reduction of return on capital or other loss or any Lender, such event shall
constitute a circumstance on which such Lender may base a claim for
reimbursement under this Section 2.12.


 


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


 


(d)                                 Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 2.12
shall not constitute a waiver of such Lender’s right to demand or receive such
compensation.  The Borrowers shall not be
required to compensate a Lender for any 


 


40

















 


loss, cost or expense
under this Section unless a claim therefor has been made within 180 days
of knowledge thereof by such Lender.


 


Section 2.13.                                   Taxes.


 


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


 


(b)                                 The
initial Servicer will indemnify (and to the extent the indemnification provided
by the initial Servicer is insufficient, the Borrowers will indemnify) each
Lender for the full amount of Taxes payable by such Persons in respect of
Additional Amounts and any liability (including interest and expenses) arising
therefrom or with respect thereto; provided that
no indemnification shall be payable hereunder to any Person to the extent such
amount is payable as a result of the failure of such Person to comply with Section 2.13(d).  All payments in respect of this
indemnification shall be made on the Payment Date following the date a written
invoice therefor setting forth in reasonable detail the basis and calculation
of such amounts is delivered to the Borrowers. 
In the event any Secured Party receives a refund of any amount paid by a
Borrower or the initial Servicer pursuant to this Section 2.13, as
long as no Event of Default has occurred and is continuing, such Secured Party
shall promptly remit such refunded amount to the applicable Borrower(s) or
the initial Servicer, as applicable.


 


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


 


(d)                                 If
any Lender is not created or organized under the laws of the United States or a
political subdivision thereof, such Lender (or the Administrative Agent on the
Lender’s behalf) shall deliver to the Borrowers, with a copy to the
Administrative Agent, the Collateral Custodian and the Servicer, (i) within
fifteen (15) days after the date such Lender becomes party to the applicable
Transaction Documents, two (or such other number as may from time to time be
prescribed by Applicable Law) duly completed copies of IRS Form W-8BEN or Form W-8ECI
(or any successor forms or other certificates or statements that may be
required from time to time by the relevant United States taxing authorities or
Applicable Law), as appropriate, to permit the Borrowers to make payments
hereunder for the account of such Lender without deduction or withholding of
United States federal income or similar Taxes and (ii) upon the
obsolescence of or after the occurrence of any event requiring a change in, any
form or 


 


41

















 


certificate previously
delivered pursuant to this Section 2.13(d), copies (in such numbers
as may from time to time be prescribed by Applicable Law or regulations) of
such additional, amended or successor forms, certificates or statements as may
be required under Applicable Law to permit the Borrowers to make payments
hereunder for the account of such Lender without deduction or withholding of
United States federal income or similar Taxes (and, in either case, the
Borrowers shall be permitted to withhold, without penalty or liability, amounts
it deems reasonably necessary if such documentation is not delivered
hereunder).  Notwithstanding the
foregoing, any additional costs or expenses that are due to the fact that a
Lender is not created or organized in the United States shall not be passed
through to the Borrowers.


 


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


 


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


 


Each Borrower
hereby assigns to the extent of its interest therein, to the Administrative
Agent, for the ratable benefit of the Secured Parties hereunder, all of such Borrower’s
right, title and interest in and to, but none of its obligations under, the
Sale Agreements, each Purchase and Sale Agreement (including all recourse
obligations of the applicable Sellers), the Dealer Agreements (including all
buyback obligations of the applicable Dealers) and any UCC financing statements
filed under or in connection therewith with respect to the Receivables.  In furtherance and not in limitation of the
foregoing, each of the Borrowers hereby assigns to the Administrative Agent, for
the benefit of the Secured Parties, its right to indemnification under the Sale
Agreements and the Purchase and Sale Agreements with respect to the
Receivables.  The Borrowers confirm that (i) at
any time during the continuance of an Event of Default and (ii) otherwise,
upon written notice to the Borrowers and the Servicer by the Administrative
Agent, the Administrative Agent, on behalf of the Secured Parties, shall have
the sole right to enforce a Borrower’s rights and remedies under the Sale
Agreements, the Purchase and Sale Agreements (including all recourse guaranty
obligations of the Sellers) and the Dealer Agreements (including all buyback
obligations of the applicable Dealers) with respect to the Receivables for the
benefit of the Secured Parties.


 


Section 2.15.                                   Repurchase
of Receivables.


 


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


 


42

















 


ARTICLE III


 


CONDITIONS TO CLOSING AND LOANS


 


Section 3.1.                                          Conditions
to Closing and the Initial Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)                                    The
Borrowers, the Servicer and the Originator shall each have delivered to the
Administrative Agent a certificate as to Solvency in the form of Exhibits
D-1, D-2, D-3  D-4 and D-5, as applicable;


 


43
















 


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


 


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


 


Section 3.2.                                          Conditions
Precedent to All Loans.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


44

















 


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


 


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


 


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


 


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


 


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


 


(f)                                    The
Administrative Agent shall have received from the Borrowers or the Servicer on
behalf of the Borrowers, a copy of the Purchase and Sale Agreement with respect
to the Receivables, if any, being acquired by the LLC Borrower (if not
previously delivered to the Administrative Agent), all hedging confirmations
required in connection with such Transaction, any Sub-Servicing Agreements then
in effect with respect to the Receivables being acquired (if not previously
delivered to the Administrative Agent), and copies of the applicable Dealer
Agreement (if any) for each such Receivable, in each case in form and substance
reasonably satisfactory to the Administrative Agent.


 


Section 3.3.                                          Permitted
Investments.


 


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


 


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


 


45

















 


maintain (on behalf of
the Administrative Agent) continuous possession of such Instrument or Security
Certificate at the address specified in Schedule III hereto;


 


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


 


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


 


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


 


Section 3.4.                                          Fortress
Consent


 


(a)                                  Fortress
Credit Corp., in its capacity as Administrative Agent under the Term Credit
Agreement, hereby (i) consents to the amendment of the LLC Borrower’s
limited liability company agreement in order to permit the LLC Borrower to
enter into this Agreement and the other Transaction Documents, as applicable,
and (ii) agrees that LLC Borrower’s execution and delivery of and
performance under this Agreement and the other Transaction Documents (including
the LLC Borrower’s ownership of the Trust Borrower) shall not constitute a
breach or violation of any of the representations, warranties, covenants or
other agreements set forth in the Term Credit Agreement or the other “Transaction
Documents” (as defined in the Term Credit Agreement) and the security interest
granted in the Collateral hereunder shall constitute a “Permitted Lien” (under
and as defined in the Term Credit Agreement) for purposes of all of the “Transaction
Documents” (as defined in the Term Credit Agreement).


 


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


 


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


 


46

















 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES


 


Section 4.1.                                          Representations
and Warranties of the Borrowers.


 


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


 


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


 


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


 


(c)                                  Power
and Authority; Due Authorization; Execution and Delivery.  It (i) has all necessary power,
authority and legal right to (a) execute and deliver this Agreement and
the other Transaction Documents to which it is a party, and (b) carry out
the terms of the Transaction Documents to which it is a party, and (ii) has
duly authorized, by all necessary limited liability company or statutory trust,
as applicable, action, the execution, delivery and performance of this
Agreement and the other Transaction Documents to which it is a party and the
assignment of a security interest in the Collateral on the terms and conditions
herein provided.  This Agreement and each
other Transaction Document to which it is a party have been duly executed and
delivered by it.


 


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


 


(e)                                  No
Violation.  The consummation of the
transactions contemplated by this Agreement and the other Transaction Documents
to which it is a party and the fulfillment of the terms hereof and thereof will
not (i) conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time or both)
a default under, its applicable organizational documents or any Contractual
Obligation of it, (ii) result in the creation or imposition of any Lien
(other than Permitted Liens) upon any of its properties pursuant to the terms
of any such Contractual Obligation, other than this Agreement, or (iii) violate
in any 


 


47

















 


Applicable Law applicable
to it, in each case except to the extent that failure to do so could not
reasonably be expected to have Material Adverse Effect.


 


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


 


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


 


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


 


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


 


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


 


(k)                                  Security
Interest.


 


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


 


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


 


48

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(x)                                   it
has received, or subject to the delivery requirements contained herein will
receive, a written acknowledgment from the Collateral Custodian that the
Collateral 


 


49

















 


Custodian or its bailee
is holding each instrument that constitutes or evidences each Receivable solely
on behalf of and for the benefit of the Secured Parties;


 


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


 


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


 


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


 


(l)                                     Reports
Accurate.  All Servicing Reports (if
prepared by it, or to the extent that information contained therein is supplied
by it), information, exhibits, financial statements, documents, books, records
or reports furnished by it to the Administrative Agent, Servicer, Backup
Servicer, Collateral Custodian or any Secured Party pursuant to this Agreement
are true, complete and correct in all material respects.


 


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


 


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


 


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


 


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


 


50

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


51

















 


in good faith by
appropriate proceedings) and as otherwise permitted by the Transaction
Documents;


 


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


 


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


 


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


 


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


 


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


 


(xiii)                          make any
loan or advances to any third party, including any principal or Affiliate, or
hold evidence of indebtedness issued by any other Person (other than the
Receivables, cash and Permitted Investments and as otherwise permitted by the
Transaction Documents and the “Transaction Documents” (as defined in Term
Credit Agreement));


 


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


 


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


 


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


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


(xxiv)                    with respect
to the LLC Borrower, fail at any time to have at least one independent manager
or independent director (an “Independent Manager” or “Independent
Director”) acceptable to the Administrative Agent (who is an employee of
Lord Securities Corporation or another entity acceptable to the Administrative
Agent) and who is not currently a director, officer, employee, trade creditor
shareholder, manager or member (or spouse, parent, sibling or child of the
foregoing) of (a) the Servicer, (b) any Borrower, (c) the
Originator or (d) any principal or Affiliate of the Servicer, any Borrower
or the Originator; provided that  such
Independent Manager may be an independent manager or an independent director of
another special purpose entity affiliated with any Borrower, the Servicer or
Originator; or fail to ensure that all limited liability company action
relating to the selection or replacement of the Independent Manager or
Independent Director, as applicable, are duly authorized by the unanimous vote
of the board of managers (including the Independent Manager or Independent
Director, as applicable); and


 


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


 


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


 


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


 


53
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.2.                                          Representations
and Warranties of the Servicer.


 


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


 


54

















 


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


 


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


 


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


 


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


 


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


 


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


 


(g)                                 Consents.  All approvals, authorizations, consents,
orders, licenses or other actions of any Person or of any Governmental
Authority (if any) required to be made or obtained by the Servicer for the due
execution, delivery and performance by the Servicer of this Agreement and any
other Transaction Document to which the Servicer is a party have been 


 


55

















 


obtained except to the
extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.


 


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


 


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


 


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


 


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


 


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


 


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


 


(n)                                 USA
PATRIOT Act.  Neither the Servicer
nor any Affiliate of the Servicer is (i) a country, territory,
organization, person or entity named on an OFAC list; (ii) a Person that
resides or has a place of business in a country or territory named on such
lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial
Action Task Force on 


 


56

















 


Money Laundering, or
whose subscription funds are transferred from or through such a jurisdiction; (iii) a
“Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign
bank that does not have a physical presence in any country and that is not
affiliated with a bank that has a physical presence and an acceptable level of
regulation and supervision; or (iv) a person or entity that resides in or
is organized under the laws of a jurisdiction designated by the United States
Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as
warranting special measures due to money laundering concerns.


 


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


 


Section 4.3.                                          Representations
and Warranties of the Originator.


 


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


 


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


 


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


 


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


 


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


 


(e)                                  No
Violation.  The consummation of the transactions
contemplated by this Agreement and the other Transaction Documents to which it
is a party and the fulfillment of the terms hereof and thereof will not (i) conflict
with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time or both) a default under, the 


 


57

















 


organizational documents
or any Contractual Obligation of the Originator, or (ii) violate any
Applicable Law, in each case except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect.


 


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


 


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


 


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


 


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


 


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


 


58

















 


Section 4.4.                                          Representations
and Warranties of the Backup Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.5.                                          Representations
and Warranties of the Collateral Custodian.


 


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


 


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


 


59

















 


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


 


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


 


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


 


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


 


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


 


Section 4.6.                                          Representations
and Warranties of the Principal.


 


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


 


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


 


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


 


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


 


60

















 


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


 


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


 


ARTICLE V


 


GENERAL COVENANTS


 


Section 5.1.                                          Affirmative
Covenants of the Borrowers.


 


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


 


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


 


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


 


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


 


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


 


(e)                                  Protection
of Interest in Collateral.  With
respect to the Receivables and Related Security, it will (i) acquire such
Receivables and Related Security pursuant to and in accordance with the terms
of its Sale Agreement, (ii) take all action necessary to perfect, protect 


 


61

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     Income
Tax Liability.  Within ten (10) Business
Days after the receipt by a Responsible Officer of revenue agent reports or
other written proposals, determinations or assessments of the Internal Revenue
Service or any other taxing authority which propose, determine or otherwise set
forth positive adjustments to the Tax liability of any affiliated group (within
the meaning of Section 1504(a)(l) of the Code) of which it is a
member 


 


62

















 


which equal or exceed
$100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing
within five (5) Business Days thereafter) specifying the nature of the
items giving rise to such adjustments and the amounts thereof;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(m)                               Hedging.  If for any calendar month the Excess Spread
is less that 6.00%, it shall be required to enter into Hedge Transactions, in
form and substance (and with 


 


63

















 


counterparties)
acceptable to the Administrative Agent in its reasonable discretion, within 10
Business Days of the end of such calendar month.


 


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


 


Section 5.2.                                          Negative
Covenants of the Borrowers.


 


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


 


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


 


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


 


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


 


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


 


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


 


64

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.3.                                          Affirmative
Covenants of the Servicer.


 


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


 


(a)                                  Compliance
with Law.  The Servicer will comply
in all material respects with all Applicable Laws, including those with respect
to the Collateral or any part thereof,


 


65
















 


except if the failure to
comply could not reasonably be expected to have a Material Adverse Effect.


 


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


 


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


 


(d)                                 Keeping
of Records and Books of Account.


 


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


 


(ii)                                  Subject
to Section 13.9, the Servicer shall permit the Administrative
Agent, the Backup Servicer, each Lender or their respective agents or
representatives, to visit the offices of the Servicer during normal office
hours and upon reasonable notice and examine and make copies of all documents,
books, records and other information concerning the Collateral and discuss
matters related thereto with any of the officers or executive employees of the
Servicer having knowledge of such matters; the Servicer shall pay the costs and
expenses for all such visits; provided, however, that any successor Servicer shall not be required
to pay any such costs and expenses, shall be given five Business Days notice of
any such visit and shall be subject to only two visits per calendar year.


 


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


 


(e)                                  [Reserved].


 


(f)                                    Credit
and Collection Policy.  The Servicer
will (i) comply in all material respects with the Credit and Collection
Policy in regard to the Collateral, and (ii) furnish to the Administrative
Agent, prior to its effective date, written notice of any proposed changes in
the Credit and Collection Policy.  The
Servicer will not agree to or otherwise permit to occur any material change in
the Credit and Collection Policy or the credit and collection policy of any
Sub-Servicer without the prior written consent of the Administrative Agent; provided that no 


 


66

















 


consent shall be required
from the Administrative Agent in connection with any change mandated by
Applicable Law or a Governmental Authority as evidenced by an Opinion of
Counsel to that effect delivered to the Administrative Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


67

















 


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


 


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


 


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


 


Section 5.4.                                          Negative
Covenants of the Servicer.


 


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


 


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


 


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


 


(i)                                     the
Servicer has delivered to the Administrative Agent an Officer’s Certificate
stating that any such consolidation, merger, conveyance or transfer and any
supplemental agreement executed in connection therewith comply with this Section 5.4
and that all conditions precedent herein provided for relating to such
transaction have been complied with and, in the case of a supplemental
agreement, the delivery of an Opinion of Counsel stating that such supplemental
agreement is legal, valid and binding with respect to the Servicer and such
other matters as the Administrative Agent may reasonably request;


 


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


 


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


 


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


 


(d)                                 Change
in Payment Instructions to Obligors. 
The Servicer will not add or 
terminate any bank as a Lockbox Account Bank or any Lockbox Account
listed in Schedule VI or make any change in its instructions to Obligors
regarding payments to be made to the 


 


68

















 


applicable Lockbox
Account, unless the Administrative Agent has consented to such addition,
termination or change and the Collateral Custodian has been notified.


 


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


 


Section 5.5.                                          Affirmative
Covenants of the Originator.


 


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


 


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


 


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


 


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


 


(d)                                 Keeping
of Records and Books of Account.


 


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


 


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


 


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


 


69

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


70

















 


payee.  The Originator shall, no less than annually,
provide the Administrative Agent with written evidence of policy renewal and
payment of premiums.


 


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


 


Section 5.6.                                          Negative
Covenants of the Originator.


 


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


 


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


 


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


 


(i)                                     the
Originator has delivered to the Administrative Agent an Officer’s Certificate
stating that any such consolidation, merger, conveyance or transfer and any
supplemental agreement executed in connection therewith comply with this Section 5.6
and that all conditions precedent herein provided for relating to such
transaction have been complied with and, in the case of a supplemental
agreement, the delivery of an Opinion of Counsel stating that such supplemental
agreement is legal, valid and binding with respect to the Originator and such
other matters as the Administrative Agent may reasonably request;


 


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


 


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


 


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


 


(d)                                 Change
in Payment Instructions to Obligors. 
The Originator will not add or 
terminate any bank as a Lockbox Account Bank or any Lockbox Account
listed in Schedule VI or make any change in the instructions to Obligors
regarding payments to be made to the 


 


71

















 


applicable Lockbox
Account, unless the Administrative Agent has consented to such addition and the
Collateral Custodian has been notified.


 


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


 


Section 5.7.                                          Affirmative
Covenants of the Backup Servicer.


 


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


 


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


 


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


 


Section 5.8.                                          Negative
Covenants of the Backup Servicer.


 


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


 


Section 5.9.                                          Affirmative
Covenants of the Collateral Custodian.


 


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


 


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


 


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


 


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


 


72

















 


Section 5.10.                                   Negative
Covenants of the Collateral Custodian.


 


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


 


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


 


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


 


ARTICLE VI


 


ADMINISTRATION AND SERVICING OF CONTRACTS


 


Section 6.1.                                          Designation
of the Servicer.


 


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


 


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


 


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


 


73

















 


without the consent of
the Administrative Agent.  The
Administrative Agent hereby consents to the delegation by the Servicer of the
servicing of the Receivables of the Trust Borrower (including those Receivables
sold by the Trust Borrower to the Trust II Borrower pursuant to the Purchase
Agreement) to FCC Finance, LLC under the Sourcing and Servicing Agreement and
the Servicer hereby does so delegate.


 


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


 


Section 6.2.                                          Duties
of the Servicer.


 


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


 


(b)                                 Duties.  The Servicer (or the Sub-Servicer on its
behalf) shall take or cause to be taken all such actions as may be reasonably
necessary or advisable to collect on the Collateral from time to time, all in
accordance with Applicable Law, the Credit and Collection Policy and the
Servicing Standard.  Without limiting the
foregoing, the duties of the Servicer 
shall include the following:


 


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


 


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


 


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


 


(iv)                              identifying
each Receivable clearly and unambiguously in its servicing records to reflect
that such Receivable is owned by the applicable Borrower and that 


 


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such Borrower is granting
a security interest therein to the Administrative Agent for the benefit of the
Secured Parties pursuant to this Agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.3.                                Authorization
of the Servicer.


 


(a)                                  Each
of the Borrowers and the Administrative Agent hereby authorizes the Servicer
(including any successor thereto) to take any and all reasonable steps in its
name and on its behalf necessary or desirable in the determination of the
Servicer and not inconsistent with the sale of the Collateral from a Seller to
the Originator pursuant to a Purchase and Sale Agreement and from the
Originator to the LLC Borrower under its Sale Agreement and, thereafter, the
pledge by the Borrowers to the Administrative Agent, on behalf of the Secured
Parties, hereunder, to collect all amounts due under any and all Collateral,
including, without limitation, endorsing any of their names on checks and other
instruments representing Collections, executing and delivering any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Collateral
and, after the delinquency of any Collateral and to the extent permitted under
and in compliance with 


 


75

















 


Applicable Law, to
commence proceedings with respect to enforcing payment thereof.  The Originator, the Borrowers and the
Administrative Agent, on behalf of the Secured Parties, shall furnish the
Servicer (and any successors thereto) with any powers of attorney and other
documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder, and shall cooperate with the
Servicer to the fullest extent in order to ensure the collectibility of the
Collateral.  In no event shall the
Servicer be entitled to make any Secured Party, the Collateral Custodian or the
Administrative Agent a party to any litigation without such party’s express
prior written consent, or to make a Borrower a party to any litigation (other
than any routine foreclosure or similar collection procedure) without the
Administrative Agent’s consent.


 


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


 


Section 6.4.                                          Collection
of Payments; Accounts.


 


(a)                                  Collection
Efforts, Modification of Collateral. 
The Servicer will use commercially reasonable efforts to collect, or
cause to be collected, all payments called for under the terms and provisions
of the Receivables included in the Collateral as and when the same become due
in accordance with the Credit and Collection Policy and the Servicing Standard.  The Servicer may not waive, modify or
otherwise vary any provision of an item of Collateral in a manner that would
impair the collectibility of the Collateral or in any manner contrary to the
Credit and Collection Policy and the Servicing Standard.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


77
















 


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


 


Section 6.5.                                          Realization
Upon Defaulted Receivables.


 


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


 


Section 6.6.                                          Servicing
Compensation.


 


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


 


Section 6.7.                                          Payment
of Certain Expenses by the Servicer.


 


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


 


78

















 


than the Servicing Fee. 
Notwithstanding the foregoing, if the Backup Servicer is appointed
successor Servicer hereunder, it shall be entitled to reimbursement from the
Borrowers for all reasonable out-of-pocket expenses incurred by it in
connection with its servicing activities hereunder.


 


Section 6.8.                                          Reports.


 


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


 


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


 


(c)                                  Financial
Statements.  (i) For
so long as the Servicer is Summit Alternative Investments, LLC or an Affiliate
thereof, the Servicer will submit to the Administrative Agent and the Backup
Servicer, (A) within thirty (30) days after the end of each of its fiscal
months and quarters (excluding the fiscal quarter ending on the date specified
in subclause (B) below), commencing September 30, 2008,
consolidated unaudited financial statements of Summit Alternative Investments,
LLC and consolidated unaudited financial statements of Summit Consumer
Receivables Fund, L.P. (which shall include either consolidating financial
statements showing the separate financial performance of the LLC Borrower and
the Trust Borrower or discrete financial information specific to each such
Borrower) for the most recent fiscal month or quarter, as applicable, and (B) within
one hundred twenty (120) days after the end of each fiscal year, commencing
with the fiscal year ended December 31, 2008, consolidated unaudited
financial statements of Summit Alternative Investments, LLC and consolidated
audited financial statements of Summit Consumer Receivables Fund, L.P. (which
shall include either consolidating financial statements showing the separate
financial performance of the LLC Borrower and the Trust Borrower or discrete
financial information specific to each such Borrower), audited by a firm of
nationally recognized independent public accountants.  Except as otherwise set forth herein, the
Backup Servicer shall have no duty to review any of the information set forth
in such financial statements.


 


Section 6.9.                                          Annual
Statement as to Compliance.


 


The Servicer
will provide to the Administrative Agent and the Backup Servicer, within ninety
(90) days following the end of each fiscal year of the Servicer, commencing
with the fiscal year ending on December 31, 2008, a fiscal report signed
by a Responsible Officer of the Servicer certifying that (a) a review of
the activities of the Servicer, and the Servicer’s 


 


79

















 


performance pursuant to this Agreement, for the fiscal period ending on
the last day of such fiscal year has been made under such Person’s supervision
and (b) the Servicer has performed or has caused to be performed in all
material respects all of its obligations under this Agreement throughout such
year and no Servicer Default has occurred.


 


Section 6.10.                                   Reserved.


 


Section 6.11.                                   The
Servicer Not to Resign.


 


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


 


Section 6.12.                                   Servicer
Defaults.


 


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


 


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


 


(b)                                 any
failure on the part of the Servicer duly to observe or perform in any material
respect any other covenants or agreements of the Servicer set forth in this
Agreement or the other Transaction Documents to which the Servicer is a party
and the same continues unremedied for a period of five (5) Business Days
(if such failure can be remedied) after the earlier to occur of (i) the
date on which written notice of such failure requiring the same to be remedied
shall have been given to a Responsible Officer of the Servicer by the
Administrative Agent or any Lender or (ii) the date on which a Responsible
Officer of the Servicer acquires actual knowledge thereof;


 


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


 


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


 


80

















 


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


 


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


 


(g)                                 Summit
Alternative Investments, LLC ceases to be the Servicer (other than as provided
for under the terms of this Agreement);


 


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


 


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


 


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


 


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


 


Section 6.13.                                   Appointment
of Successor Servicer.


 


(a)                                  On
and after the receipt by the Servicer and the Backup Servicer of a Servicer
Termination Notice pursuant to Section 6.12, the Servicer shall
continue to perform all servicing functions under this Agreement until the date
specified in the Servicer Termination Notice or as otherwise specified by the
Administrative Agent in writing or, if no such date is specified in such
Servicer Termination Notice or otherwise specified by the Administrative Agent,
until a date mutually agreed upon by the Servicer and the Administrative Agent
and shall 


 


81

















 


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


 


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


 


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


 


(d)                                 The
Backup Servicer as a successor Servicer is authorized and empowered to execute
and deliver, on behalf of the Servicer as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do so or accomplish all other
acts or things necessary or 


 


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appropriate to effect the
purposes of such notice of termination or to perform the duties of the
Servicer.  The Servicer will provide the
Backup Servicer, as a successor Servicer, with a power of attorney stating such
(at such time as the Backup Servicer becomes a successor Servicer).


 


(e)                                  Upon
its appointment, the Backup Servicer (subject to Section 6.13(a))
or the Successor Servicer, as applicable, shall be the successor in all respects
to the Servicer with respect to servicing functions under this Agreement and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof, and all
references in this Agreement to the Servicer shall be deemed to refer to the
Backup Servicer or the Successor Servicer, as applicable; provided that the Backup Servicer or Successor Servicer, as applicable,
shall have (i) no liability with respect to any action performed by the terminated
Servicer prior to the date that the Backup Servicer or Successor Servicer, as
applicable, becomes the successor to the Servicer or any claim of a third party
based on any alleged action or inaction of the terminated Servicer, (ii) no
obligation to perform any repurchase or advancing obligations, if any, of the
Servicer unless it elects to in its sole discretion, (iii) no obligation
to pay any taxes required to be paid by the Servicer (provided
that the Backup Servicer or Successor Servicer, as applicable, shall pay any
income taxes for which it is liable), (iv) no obligation to pay any of the
fees and expenses of any other party to the transactions contemplated hereby, (v) no
liability or obligation with respect to any indemnification obligations of any
prior Servicer, (vi) no obligation to make payments with respect to any
losses on investments made by or at the direction of the Servicer, (vii) no
obligation to take any legal action which the Backup Servicer in its reasonable
opinion believes subjects it to any liability in connection with such legal
action unless it shall have been assured to its reasonable satisfaction that it
will be indemnified for such liabilities, and (viii) no liability with
respect to any action performed, or breaches or defaults caused by any prior
Servicer prior to its appointment, or any claim of a third party based on any
alleged action of any prior Servicer. 
The indemnification obligations of the Backup Servicer or the Successor Servicer,
as applicable, upon becoming a successor Servicer, are expressly limited to
those arising on account of its failure to act in good faith and with
reasonable care under the circumstances. 
In addition, the Backup Servicer or Successor Servicer, as applicable,
shall have no liability relating to the representations and warranties of the
initial Servicer contained in Article IV.  In no event shall the Backup Servicer or the
Successor Servicer be liable for any indirect, special or consequential damages
(including lost profits) whether or not it has been advised of the likelihood
of such damages.


 


(f)                                    Upon
the Backup Servicer receiving notice that it is required to serve as the
Servicer hereunder pursuant to the foregoing provisions of this Section 6.13,
the Backup Servicer will promptly begin the transition to its role as
Servicer.  In the event the Backup
Servicer declines to continue to act as Servicer hereunder, the Backup Servicer
shall solicit, by public announcement, bids from banks, specialty finance
companies, asset managers and servicing institutions meeting the qualifications
set forth in Section 6.13(a). 
Such public announcement shall specify that the Successor Servicer shall
be entitled to the full amount of the Servicing Fee as servicing
compensation.  Within thirty (30) days after
any such public announcement, the Backup Servicer shall negotiate and effect
the sale, transfer and assignment of the servicing rights and responsibilities
hereunder to a qualified party acceptable to the Administrative Agent
submitting a qualifying bid.  The Backup
Servicer shall deduct from any sum received by the Backup Servicer from the
successor to the Servicer in respect of such sale, 


 


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transfer and assignment,
all costs and expenses of any public announcement, of conducting such sale and
of any sale, transfer and assignment of the servicing rights and
responsibilities hereunder.  After such
deductions, the remainder of such sum shall be paid by the Backup Servicer to
the Servicer at the time of such sale, transfer and assignment to the Servicer’s
successor.  If no bid from a qualified
potential Successor Servicer is received or if no sale, transfer and assignment
of the servicing rights and responsibilities hereunder shall have been
concluded within thirty (30) days after such public announcement, the Backup
Servicer may, in its discretion, appoint, or petition a court of competent
jurisdiction to appoint, any established servicing institution as the successor
to the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder. As
compensation, any Successor Servicer (including, without limitation, the
Administrative Agent) so appointed shall be entitled to receive the Servicing Fee,
including, without limitation, transition expenses.  The Backup Servicer and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.  No
appointment of a successor to the Servicer hereunder shall be effective until
written notice of such proposed appointment shall have been provided by the
Backup Servicer to the Administrative Agent and the Administrative Agent shall
have consented thereto.  The Backup
Servicer shall not resign as Servicer until a Successor Servicer has been
appointed and accepted such appointment. 
Notwithstanding anything to the contrary contained herein, in no event
shall the Backup Servicer or Successor Servicer be liable for any Servicing Fee
or for any differential in the amount of the Servicing Fee paid hereunder and
the amount necessary to induce any Successor Servicer under this Agreement and
the transactions set forth or provided for by this Agreement.


 


(g)                                 Notwithstanding
anything contained in this Agreement to the contrary, any successor Servicer is
authorized to accept and rely on all of the accounting, records (including
computer records) and work of the prior Servicer relating to the Receivables
(collectively, the “Predecessor Servicer Work Product”) without any
audit or other examination thereof, and such successor Servicer shall have no
duty, responsibility, obligation or liability for the acts and omissions of the
prior Servicer.  If any error,
inaccuracy, omission or incorrect or non-standard practice or procedure
(collectively, “Errors”) exists in any Predecessor Servicer Work Product
and such Errors make it materially more difficult to service or should cause or
materially contribute to the successor Servicer making or continuing any Errors
(collectively, “Continued Errors”), such successor Servicer shall have
no duty, responsibility, obligation or liability for such Continued Errors; provided that such successor Servicer agrees to use
commercially reasonable efforts to prevent further Continued Errors.  In the event that the successor Servicer
becomes aware of Errors or Continued Errors, it shall, with the prior consent
of the Administrative Agent, use commercially reasonable efforts to reconstruct
and reconcile such data as is commercially reasonable to correct such Errors
and Continued Errors and to prevent future Continued Errors.  Such successor Servicer shall be entitled to
recover its costs thereby expended in accordance with Sections 2.7
and 2.8, as applicable.


 


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ARTICLE VII


 


THE BACKUP SERVICER


 


Section 7.1.                                          Designation
of the Backup Servicer.


 


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


 


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


 


Section 7.2.                                          Duties
of the Backup Servicer.


 


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


 


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


 


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


 


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


 


(iii)                               Prior
to each Payment Date, the Backup Servicer shall review the related Servicing
Report to ensure that it is complete on its face and that the following items
in such Servicing Report have been accurately calculated, if applicable, and
reported:  (A) the Borrowing Base, (B) the
Backup Servicing Fee, (C) the Receivables that are 30 or more days 


 


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past due and 90 or more
days past due and (D) the Aggregate Outstanding Receivable Balance.  The Backup Servicer shall provide the
Administrative Agent and the Servicer with a monthly certification
substantially in the form attached hereto as Exhibit J (the “Backup
Servicer Monthly Certification”) confirming the accurate calculation of
such items in the Servicing Report and that the Servicing Report is complete on
its face.  In the event of any
discrepancy with the Servicing Report based on such review, the Backup Servicer
shall notify the Administrative Agent and the Servicer of such discrepancy not
later than the Business Day preceding such Payment Date.


 


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


 


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


 


Section 7.3.                                          Merger
or Consolidation.


 


Any Person (i) into
which the Backup Servicer may be merged or consolidated, (ii) that may
result from any merger or consolidation to which the Backup Servicer shall be a
party, or (iii) that may succeed to the properties and assets of the Backup
Servicer substantially as a whole, which Person in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Backup
Servicer hereunder, shall be the successor to the Backup Servicer under this
Agreement without further act on the part of any of the parties to this
Agreement, provided (A) such Person is organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), and (B)(a) has either
(1) a long-term unsecured debt rating of “A” or better by S&P and “A2”
or better by Moody’s or (2) a short-term unsecured debt rating or
certificate of deposit rating of “A-1” or better by S&P or “P-1” by Moody’s,
(b) has a parent corporation which has either (1) a long-term
unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s
or (2) a short-term unsecured debt rating or certificate of deposit rating
of “A-1” or better by S&P and “P-1” by Moody’s or (c) is otherwise
acceptable to the Administrative Agent and, except following the occurrence of
an Event of Default or a Servicer Default (unless, in each case, waived in
writing by the Administrative Agent), each Borrower (such consent not to be
unreasonably withheld).


 


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Section 7.4.                                          Backup
Servicing Compensation.


 


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


 


Section 7.5.                                          Backup
Servicer Removal.


 


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


 


Section 7.6.                                          Limitation
on Liability.


 


(a)                                  The
Backup Servicer undertakes to perform only such duties and obligations as are
specifically set forth in this Agreement, it being expressly understood by all parties
hereto that there are no implied duties or obligations of the Backup Servicer
hereunder.  Without limiting the
generality of the foregoing, the Backup Servicer, except as expressly set forth
herein, shall have no obligation to supervise, verify, monitor or administer
the performance of the Servicer.  The
Backup Servicer may act through its agents, nominees, attorneys and custodians
in performing any of its duties and obligations under this Agreement, it being understood
by the parties hereto that the Backup Servicer will be responsible for any bad
faith or willful misconduct or gross negligence on the part of such agents,
attorneys or custodians.  Neither the
Backup Servicer nor any of its officers, directors, employees or agents shall
be liable, directly or indirectly, for any damages or expenses arising out of
the services performed under this Agreement other than damages or expenses that
result from the gross negligence, bad faith or willful misconduct of it or them
or the failure to perform materially in accordance with this Agreement.  In no event shall the Backup Servicer be
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties hereunder or in the exercise of any
of its rights and powers hereunder if, in its sole judgment, it shall believe
that repayment of such funds or adequate indemnity against such risk or
liability is not assured to it.


 


(b)                                 The
Backup Servicer shall not be liable for any obligation of the Servicer
contained in this Agreement or for any errors of the Servicer contained in any
computer tape, 


 


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


 


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


 


Section 7.7.                                          Backup
Servicer Resignation.


 


The Backup
Servicer may resign as Backup Servicer under this Agreement upon not less than
ninety (90) days notice to the Borrowers and the Administrative Agent.  In the event of such resignation, the Backup
Servicer shall return to the Servicer any and all documents, materials, work
products and all copies made thereof, which were obtained by the Backup
Servicer from the Servicer (other than such copies that the Backup Servicer is
required to retain by law, rule or regulation) within three (3) Business
Days of its resignation.


 


ARTICLE VIII


 


THE COLLATERAL CUSTODIAN


 


Section 8.1.                                          Designation
of Collateral Custodian.


 


(a)                                  Initial
Collateral Custodian.  The role of
collateral custodian with respect to the Required Receivable File shall be
conducted by the Person designated as Collateral Custodian hereunder from time
to time in accordance with this Section 8.1.  Until the Administrative Agent shall give to
U.S. Bank National Association a Collateral Custodian Termination Notice, U.S.
Bank National Association  is hereby
appointed as, and hereby accepts such appointment and agrees to perform the
duties and obligations of, Collateral Custodian pursuant to the terms hereof.


 


(b)                                 Successor
Collateral Custodian.  Upon the
Collateral Custodian’s receipt of a Collateral Custodian Termination Notice
from the Administrative Agent of the designation 


 


88

















 


of a successor Collateral
Custodian pursuant to the provisions of Section 8.5, the Collateral
Custodian agrees that it will terminate its activities as Collateral Custodian
hereunder.


 


Section 8.2.                                          Duties
of Collateral Custodian.


 


(a)                                  Appointment.  Each Borrower and the Administrative Agent
each hereby appoints U.S. Bank National Association to act as Collateral
Custodian, for the benefit of the Administrative Agent, as agent for the
Secured Parties.  The Collateral
Custodian hereby accepts such appointment and agrees to perform the duties and
obligations with respect thereto set forth herein.


 


(b)                                 Duties.  On or before the Closing Date, and until its
removal pursuant to Section 8.5, the Collateral Custodian shall
perform, on behalf of the Administrative Agent and the Secured Parties, the
following duties and obligations:


 


(i)                                     The
Collateral Custodian shall take and retain custody of the Required Receivable
Files delivered by the Borrowers pursuant to Section 3.1 in
accordance with the terms and conditions of this Agreement, as bailee for the
purposes of the relevant UCC (a “Bailee”), all for the benefit of the
Secured Parties and subject to the Lien thereon in favor of the Administrative
Agent, as agent for the Secured Parties. Within (i) two (2) Business
Days of its receipt of any Required Receivable File with respect to Receivables
being acquired from Sellers of Receivables included in the Collateral on a
prior Funding Date and (ii) five (5) Business Days of its receipt of
any Required Receivable File with respect to Receivables being acquired from
Sellers of Receivables not previously included in the Collateral, the
Collateral Custodian shall review such Required Receivable File to confirm that
(A) the loan documents and instruments in such Required Receivable File
have been properly executed and have no missing or mutilated pages, and (B) the
related original principal balance of the Receivable (for closed end contracts
only), contract or other identifying number and Obligor name with respect to
such Receivable is referenced on the related Receivables List and is not a
duplicate Receivable (based on the contract number or other identifying number)
(such items (A) and (B) collectively, the “Review Criteria”).  In order to facilitate the foregoing review
by the Collateral Custodian, in connection with the delivery of Required
Receivable Files hereunder to the Collateral Custodian, the Servicer shall
provide to the Collateral Custodian an electronic file (in Excel® or a
comparable format) that contains the contract number, Obligor name and original
loan balance (if applicable).  At the
conclusion of such review, the Collateral Custodian shall deliver to the
Servicer, the Borrowers and the Administrative Agent a collateral receipt in
the form of Exhibit K attached hereto (a “Collateral Receipt”).  If any Collateral Receipt discloses any
deficiencies (a “Deficiency”) in any of the Required Receivable Files,
the Collateral Custodian shall promptly notify the Administrative Agent and the
Servicer of such Deficiency and provide them with an exception report
specifying the Receivables which have a Deficiency and the Review Criteria that
they fail to satisfy.  The Servicer shall
have five (5) Business Days to correct any non-compliance with any Review
Criteria.  If after the conclusion of
such time period the Servicer has still not cured any non-compliance by a
Receivable with any Review Criteria, the Collateral Custodian shall promptly
notify the Borrowers and the Administrative Agent of such determination by
providing an updated exception report to such Persons identifying, with
particularity, each Receivable and each of the applicable Review Criteria that
such Receivable fails to satisfy.  In
addition, if requested in writing by the Servicer and approved by the


 


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Administrative Agent
within ten (10) Business Days of the Collateral Custodian’s delivery of
such report, the Collateral Custodian shall return any Receivable which fails
to satisfy a Review Criteria to the Borrowers or their applicable
designee.  Other than the foregoing, the
Collateral Custodian shall not have any responsibility for reviewing,
inspecting or examining any Required Receivable File to determine that the
contents thereof are genuine, enforceable or appropriate for the represented
purpose or that they are other than what they purport to be on their face.


 


(ii)           In taking and retaining
custody of the Required Receivable Files, the Collateral Custodian shall be
deemed to be acting as the Bailee of the Secured Parties; provided that the Collateral Custodian makes no representations as to
the enforceability of any Required Receivable File documents or the existence,
perfection or priority of any Lien on the Required Receivable Files or the
instruments therein; and provided further that, the Collateral Custodian’s
duties as agent shall be limited to those expressly contemplated herein.


 


(iii)          All Required Receivable
File documents that are originals or copies shall be kept in fire resistant
facilities in accordance with the Collateral Custodian’s customary standards
for such custody, at the locations specified on Schedule III attached
hereto, or at such other office as shall be specified to the Administrative
Agent and the Servicer by the Collateral Custodian in a written notice
delivered at least forty-five (45) days prior to such change.  All Required Receivable File documents that
are originals or copies shall be identified using a barcode system and
maintained in such a manner so as to permit retrieval and access.


 


(iv)          The Collateral Custodian
shall make payments pursuant to the terms of the Servicing Report in accordance
with Section  2.7 and 2.8, as applicable, (the “Payment
Duties”).


 


(v)           On the third Business
Day of each month, the Collateral Custodian shall provide to the Administrative
Agent and the Servicer (in a form acceptable to the Administrative Agent and
the Collateral Custodian) an updated list of Receivables in its possession and
an updated exceptions report.


 


(vi)          In performing its
duties, the Collateral Custodian shall use the same degree of care and
attention as it employs with respect to similar collateral that it holds as
collateral custodian for others.


 


Section 8.3.              Merger or
Consolidation.


 


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


 


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Section 8.4.              Collateral
Custodian Compensation.


 


As
compensation for its collateral custodian activities hereunder, the Collateral
Custodian shall be entitled to a Collateral Custodian Fee and other amounts
payable to it pursuant to the Collateral Custodian Fee Letter and pursuant to
the provisions of Section  2.7 and 2.8, as
applicable.  The Collateral Custodian’s
entitlement to receive the Collateral Custodian Fee and such other amounts
shall cease (excluding any outstanding amounts unpaid as of such date) on the
earlier to occur of:  (i) its
removal as Collateral Custodian pursuant to Section 8.5 or (ii) the
termination of this Agreement.


 


Section 8.5.              Collateral
Custodian Removal.


 


The Collateral
Custodian may be removed, with or without cause, by the Administrative Agent by
notice given in writing to the Collateral Custodian (the “Collateral
Custodian Termination Notice”); provided that notwithstanding its receipt of
a Collateral Custodian Termination Notice, the Collateral Custodian shall
continue to act in such capacity until a successor Collateral Custodian has
been appointed, has agreed to act as Collateral Custodian hereunder, and has
received all Required Receivable Files held by the previous Collateral
Custodian.


 


Section 8.6.              Limitation on
Liability.


 


(a)           The Collateral
Custodian may conclusively rely on and shall be fully protected in acting upon,
and need not verify, any certificate, instrument, opinion, notice, letter,
telegram or other document delivered to it and that in good faith it reasonably
believes to be genuine and that has been signed by the proper party or
parties.  The Collateral Custodian may
rely conclusively on and shall be fully protected in acting upon the written
instructions of any designated officer of the Administrative Agent.


 


(b)           The Collateral
Custodian may consult counsel satisfactory to it and the advice or opinion of
such counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.


 


(c)           The Collateral
Custodian shall not be liable for any error of judgment, or for any act done or
step taken or omitted by it, in good faith, or for any mistakes of fact or law,
or for anything that it may do or refrain from doing in connection herewith
except, notwithstanding anything to the contrary contained herein, in the case
of its willful misconduct, bad faith or grossly negligent performance or
omission of its duties and in the case of the negligent performance of its
Payment Duties and in the case of its negligent performance of its duties in
taking and retaining custody of the Required Receivable Files.


 


(d)           The Collateral
Custodian makes no warranty or representation and shall have no responsibility
(except as expressly set forth in this Agreement) as to the content,
enforceability, completeness, validity, sufficiency, value, genuineness,
ownership or transferability of the Collateral, and will not be required to,
and will not, make any representations as to the validity or value of any of
the Collateral.  The Collateral Custodian
shall


 


91

















 


not be obligated to take
any legal action hereunder that might in its judgment involve any expense or
liability unless it has been furnished with an indemnity reasonably
satisfactory to it.


 


(e)           The Collateral
Custodian shall have no duties or responsibilities except such duties and
responsibilities as are specifically set forth in this Agreement and no
covenants or obligations shall be implied in this Agreement against the
Collateral Custodian.


 


(f)            The Collateral
Custodian shall not be required to expend or risk its own funds in the
performance of its duties hereunder.


 


(g)           It is expressly agreed
and acknowledged that the Collateral Custodian is not guaranteeing performance
of or assuming any liability for the obligations of the other parties hereto or
any parties to the Collateral.


 


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


 


(i)            The Collateral
Custodian shall not be responsible for preparing or filing any reports or
returns relating to federal, state or local income taxes with respect to this
Agreement on behalf of the Borrowers, the initial Servicer or the Secured
Parties.


 


Section 8.7.              The Collateral
Custodian Not to Resign.


 


The Collateral
Custodian shall not resign from the obligations and duties hereby imposed on it
except upon the Collateral Custodian’s determination that (i) the
performance of its duties hereunder is or has become illegal under Applicable
Law and (ii) there is no reasonable action that the Collateral Custodian
could take to make the performance of its duties hereunder legal under
Applicable Law.  Any such determination
permitting the resignation of the Collateral Custodian shall be evidenced as to
clause (i) above by an Opinion of Counsel to such effect delivered
to the Administrative Agent.  No such
resignation shall become effective until a successor Collateral Custodian shall
have assumed the responsibilities and obligations of the Collateral Custodian
hereunder.


 


Section 8.8.              Release of
Documents.


 


(a)           Release for
Servicing.  From time to time and as
appropriate for the enforcement or servicing of any of the Collateral, the
Collateral Custodian is hereby authorized, upon receipt from the Servicer of a
written request for release in the form annexed hereto as Exhibit G
and consented to by the Administrative Agent, to release to the Servicer (or
the Sub-Servicer) within two Business Days of receipt of such request, the
related Required Receivable Files set forth in such request and receipt to the
Servicer.  All documents so released to
the Servicer shall be held by the Servicer in trust for the benefit of the
Administrative Agent in accordance with the terms of this Agreement.  The Servicer shall return to the Collateral
Custodian the Required Receivable Files (i) promptly upon the request of
the Administrative


 


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Agent, or (ii) when
the Servicer’s need therefor in connection with such foreclosure or servicing
no longer exists, unless the Receivable shall be liquidated, in which case,
upon receipt of an additional request for release of documents and receipt
certifying such liquidation from the Servicer to the Collateral Custodian in
the form annexed hereto as Exhibit G, the Servicer’s request and
receipt submitted pursuant to the first sentence of this subsection shall be
released by the Collateral Custodian to the Servicer.


 


(b)           Release for Payment.  Upon receipt by the Collateral Custodian of
the Servicer’s request for release in the form annexed hereto as Exhibit G
(which certification shall include a statement to the effect that all amounts
received in connection with such payment or repurchase have been credited to
the Collection Account as provided in this Agreement), the Collateral Custodian
shall promptly release the related Required Receivable File to the Servicer.


 


Section 8.9.              Return of
Required Receivable Files and Servicing Files.


 


The Borrowers
may, with the prior written consent of the Administrative Agent, require that
the Collateral Custodian return each Required Receivable File (a) delivered
to the Collateral Custodian in error, (b) for which the applicable
Borrower has paid all required amounts pursuant to Section 2.15
with respect to the related Receivables, (c) related to any Receivable for
which a Substitute Receivable has been substituted in accordance with Section 2.15,
or (d) that is required to be redelivered to the applicable Borrower in
connection with the termination of this Agreement, in each case by submitting
to the Collateral Custodian and the Administrative Agent a written request in
the form of Exhibit G hereto (signed by both the applicable
Borrower and the Administrative Agent) specifying the Collateral to be so returned
and reciting that the conditions to such release have been met (and specifying
the Section or Sections of this Agreement being relied upon for such
release).  The Collateral Custodian shall
upon its receipt of each such request for return executed by the applicable
Borrower and the Administrative Agent promptly, but in any event within five (5) Business
Days, return the Required Receivable File so requested to the applicable
Borrower.


 


Section 8.10.            Access to Certain
Documentation and Information Regarding the Collateral; Audits.


 


The Servicer,
the Originator, the Borrowers and the Collateral Custodian shall provide to the
Administrative Agent access to the Required Receivable Files and all other
documentation regarding the Collateral including in such cases where the
Administrative Agent and each Lender are required in connection with the
enforcement of the rights or interests of the Secured Parties, or by applicable
statutes or regulations, to review such documentation, such access being
afforded without charge but only (i) upon two Business Days’ prior written
request, (ii) during normal business hours and (iii) subject to the
Borrowers’, the Originator’s, the Servicer’s and Collateral Custodian’s normal
security and confidentiality procedures. 
Periodically at the discretion of the Administrative Agent, the
Administrative Agent may review the Servicer’s collection and administration of
the Collateral in order to assess compliance by the Servicer with the Credit
and Collection Policy and the Servicing Standard, as well as with this
Agreement and may conduct an audit of the Collateral and Required Receivable
Files in conjunction with such a review. 
The Borrowers, the Servicer and the Originator shall permit the Administrative
Agent, or its respective agents or representatives, to visit the offices of
each such Person during normal


 


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office hours
and upon reasonable notice to examine and make copies of all documents, books,
records and other information concerning the Collateral and discuss matters
related thereto with any of the officers of the Borrowers, the Servicer or the
Originator having knowledge of such matters, and the Borrowers shall pay the
costs and expenses for all such visits by the Administrative Agent, subject to
the limitations in Section 13.9; provided
that prior to an Event of Default or Unmatured Event of Default, such visits by
the Administrative Agent shall occur no more than four times per calendar
year.  Notwithstanding the foregoing,
following the appointment of a successor Servicer to the initial Servicer, any
such visits or reviews of the Servicer shall be at the reviewer’s expense,
shall require at least five Business Days’ prior written notice and shall occur
no more than twice per calendar year. 
Without limiting the foregoing provisions of this Section 8.10,
from time to time on request of the Administrative Agent, the Collateral
Custodian shall permit certified public accountants or other independent
auditors acceptable to the Administrative Agent to conduct, at the Originator’s
expense, a review of the Required Receivable Files and all other documentation
regarding the Collateral.


 


ARTICLE IX


 


SECURITY INTEREST


 


Section 9.1.              Grant of Security
Interest.


 


This Agreement
constitutes a security agreement and the transactions effected hereby
constitute secured loans by the Lenders to the Borrowers under Applicable
Law.  For such purpose, each Borrower
hereby transfers, conveys, assigns and grants as of the date hereof to the
Administrative Agent, as agent for the Secured Parties, a lien and continuing
security interest in all of such Borrower’s right, title and interest in, to
and under (but none of the obligations under) all Collateral and all cash,
loans, securities (whether or not marketable), liquidation proceeds of
repossessed assets, accounts, insurance policies (including any life insurance
or disability insurance policies maintained by obligors) and proceeds thereon,
contract rights, amounts or funds in escrow and accounts thereto, chattel
paper, financial assets, investment property, instruments, general intangibles,
payment intangibles, accounts, deposit accounts, money, documents, agreements,
investments and all other property and assets of any type or nature in which
such Borrower has an interest, whether now existing or hereafter arising or
acquired by such Borrower, and wherever the same may be located, to secure the
prompt and complete payment and performance in full when due, whether by lapse
of time, acceleration or otherwise, of all Aggregate Unpaids of the Borrowers
arising in connection with this Agreement and each other Transaction Document,
whether now or hereafter existing, due or to become due, direct or indirect, or
absolute or contingent.  The grant of a
security interest under this Section 9.1 does not constitute and is
not intended to result in a creation or an assumption by any of the Secured
Parties of any obligation of the Borrowers or any other Person in connection
with any or all of the Collateral or under any agreement or instrument relating
thereto.  Anything herein to the contrary
notwithstanding, (a) the Borrowers shall remain liable under the
Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Administrative Agent, as agent for the
Secured Parties, of any of its rights in the Collateral shall not release the
Borrowers from any of its duties or obligations under the Collateral, and (c) no
Secured Party shall have any obligations or liability under the Collateral by
reason of this Agreement, nor shall any Secured


 


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Party be
obligated to perform any of the obligations or duties of the Borrowers
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder. The Borrowers hereby authorize Mayer Brown LLP to file, on
behalf of the Administrative Agent, a “Record” or “Records” (as such term is
defined in the applicable UCC), including financing or continuation statements,
and amendments thereto, in all jurisdictions and with all filing offices as the
Administrative Agent may determine, in its sole discretion, are necessary or
advisable to perfect the security interests granted to the Administrative Agent
in connection herewith.  Such financing
statements may describe the collateral in the same manner as described herein
or in any security agreement or pledge agreement entered into by the parties in
connection herewith or may contain an indication or description of collateral
that describes such property in any other manner as the Administrative Agent
may determine, in its sole discretion, is necessary, advisable or prudent to
ensure the perfection of the security interests in the Collateral granted to
the Administrative Agent in connection herewith, including describing such
property as “all assets” or “all personal property.”


 


Section 9.2.              Release of Lien
on Collateral.


 


On the date (i) any
Receivable expires by its terms and all amounts in respect thereof have been
paid in full by the related Obligor and deposited in the Collection Account, (ii) any
Receivable becomes a Prepaid Receivable and all amounts in respect thereof have
been paid in full by the related Obligor and deposited in the Collection
Account, (iii) on which the applicable Borrower has paid all required
amounts pursuant to Section 2.15 with respect to the related
Receivable, (iv) any Receivable is substituted for in accordance with Section 2.15,
or (v) this Agreement terminates in accordance with Section 13.6,
the Administrative Agent, as agent for the Secured Parties, shall automatically
and without further action be deemed to transfer, assign and set-over to the
applicable Borrower, without recourse, representation or warranty, all the
right, title and interest of the Administrative Agent, as agent for the Secured
Parties in, to and under such Receivable (or all Receivables in the case of clause
(v)), all related Collateral and all future monies due or to become due
with respect thereto.  The Administrative
Agent, as agent for the Secured Parties, shall, at the sole expense of such
Borrower, (i) execute such instruments of release in favor of such
Borrower with respect to the portion of the Collateral to be released from the
Lien of this Agreement as applicable Borrower may reasonably request (in
recordable form if necessary), (ii) deliver any portion of the Collateral
to be released from the Lien of this Agreement in its possession to the applicable
Borrower and (iii) otherwise take such actions, and cause or permit the
Collateral Custodian to take such actions, as are necessary and appropriate to
release the Lien of the Administrative Agent and the Secured Parties on the
portion of the Collateral to be released and deliver to the applicable Borrower
such portion of the Collateral to be released to the applicable Borrower.


 


Section 9.3.              Further
Assurances.


 


The provisions
of Section 13.12 shall apply to the security interest granted under
Section 9.1 as well as to the Loans hereunder.


 


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Section 9.4.              Remedies.


 


Subject to the
provisions of Section 10.2, upon the occurrence and continuance of
an Event of Default, the Administrative Agent shall have, with respect to the
Collateral granted pursuant to Section 9.1, and in addition to all
other rights and remedies available to the Administrative Agent and the other
Secured Parties under this Agreement or other Applicable Law, all rights and
remedies of a secured party upon default under the UCC.


 


Section 9.5.              Waiver of Certain
Laws.


 


Each of the
Borrowers and the Servicer agree, to the full extent that it may lawfully so
agree, that neither it nor anyone claiming through or under it will set up,
claim or seek to take advantage of any appraisal, valuation, stay, extension or
redemption law now or hereafter in force in any locality where any Collateral
may be situated in order to prevent, hinder or delay the enforcement or
foreclosure of this Agreement or any Transaction Document, or the absolute sale
of any of the Collateral or any part thereof, or the final and absolute putting
into possession thereof, immediately after such sale, of the purchasers
thereof, and each of the Borrowers and the Servicer, for itself and all who may
at any time claim through or under it, hereby waives, to the full extent that
it may be lawful so to do, the benefit of all such laws, and any and all right
to have any of the properties or assets constituting the Collateral marshaled
upon any such sale, and agrees that the Administrative Agent or any court
having jurisdiction to foreclose the security interests granted in this
Agreement may sell the Collateral as an entirety or in such parcels as the
Administrative Agent or such court may determine.


 


Section 9.6.              Power of Attorney.


 


Each of the
Borrowers and the initial Servicer hereby irrevocably appoints the
Administrative Agent to act upon and during the continuance of an Event of
Default as its true and lawful attorney (with full power of substitution) in
its name, place and stead and at its expense, in connection with the
enforcement of the rights and remedies provided for in this Agreement, in each
case to the extent so permitted hereunder, including without limitation the following
powers: (a) to give any necessary receipts or acquittance for amounts
collected or received hereunder, (b) to make all necessary transfers of
the Collateral in connection with any sale or other disposition made pursuant
to Section 9.4, (c) to execute and deliver for value all
necessary or appropriate bills of sale, assignments and other instruments in
connection with any such sale or other disposition and (d) to sign any
agreements, orders or other documents in connection with or pursuant to any
Transaction Document, the Borrowers and the initial Servicer (as the case may
be) hereby ratifying and confirming all that such attorney (or any substitute)
shall lawfully do hereunder and pursuant hereto.  Nevertheless, if so requested by the
Administrative Agent, the Borrowers shall ratify and confirm any such sale or
other disposition by executing and delivering to the Administrative Agent or
such purchaser all proper bills of sale, assignments, releases and other
instruments as may be designated in any such request.


 


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ARTICLE X


 


EVENTS OF DEFAULT


 


Section 10.1.            Events of Default.


 


Each of the
following events shall be an Event of Default (an “Event of Default”)
hereunder:


 


(a)           failure on the part of
any Borrower, the Servicer, the Originator or any Guarantor to make any payment
or deposit (including, without limitation, the payment in full of the Loans and
other Obligations on the Termination Date and any failure to remit Collections
or make any other payment or deposit required to be made by the terms of the
Transaction Documents) required by the terms of any Transaction Document on the
day such payment or deposit is required to be made and the same continues
unremedied for two (2) Business Days; or


 


(b)           the failure of any
Borrower, the Originator, or the Servicer (for purposes of this Section 10.1,
references to the “Servicer” shall only apply while Summit Alternative
Investments, LLC or one of its Affiliates is the Servicer) to make any payment
when due with respect to any of its debt or other obligations in excess of
$150,000 in the aggregate, whether or not such debt or other obligations shall
be declared to be due and payable or required to be prepaid (other than by
scheduled payment) prior to maturity; in each case, after all grace and cure
periods thereunder have elapsed and subject to such Person’s right to contest
in good faith any claim that could lead to acceleration; or


 


(c)           a Borrowing Base
Deficiency occurs and the same continues unremedied for five (5) Business
Days; or


 


(d)           any representation,
warranty, or certification made by any Borrower, the Servicer, the Originator
or any Guarantor in any Transaction Document or in any certificate delivered
pursuant to any Transaction Document shall prove to have been materially
incorrect when made, and which continues to be unremedied for a period of
fifteen (15) Business Days after the earlier to occur of (i) the date on
which written notice of such incorrectness requiring the same to be remedied
shall have been given to the applicable Borrower, the Servicer, the Originator
or the applicable Guarantor, as the case may be, by the Administrative Agent or
(ii) the date on which a Responsible Officer of the applicable Borrower,
the Servicer, the Originator or the applicable Guarantor, as the case may be,
acquires knowledge thereof; or


 


(e)           any failure on the part
of any Borrower, the Servicer or the Originator duly to observe or perform in
any material respect any of its respective covenants or agreements set forth in
this Agreement or the other Transaction Documents, including without limitation
making a material change to the Credit and Collection Policy or other
underwriting guidelines without the prior consent of the Administrative Agent,
and the same continues unremedied for a period of five (5) Business Days
(if such failure is susceptible to cure) after the earlier to occur of (i) the
date on which written notice of such failure requiring the same to be remedied
shall have been given to such Borrower, the Servicer or the Originator, as the
case may be, by the Administrative


 


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Agent or (ii) the
date on which a Responsible Officer of such Borrower, the Servicer or the
Originator, as the case may be, acquires knowledge thereof; or


 


(f)            the occurrence of an
Insolvency Event relating to a Borrower, the Servicer, the Originator or any
Guarantor; or


 


(g)           the occurrence of a
Servicer Default; or


 


(h)           the rendering of one or
more final judgments, decrees or orders by a court or arbitrator of competent
jurisdiction for the payment of money in excess individually or in the
aggregate of $250,000, against a Borrower, the initial Servicer or the
Originator, and such Borrower, the initial Servicer or the Originator, as applicable,
shall not have either (i) discharged or provided for the discharge of any
such judgment, decree or order in accordance with its terms or (ii) perfected
a timely appeal of such judgment, decree or order and caused the execution of
same to be stayed during the pendency of the appeal; or


 


(i)            (1)                                   any
Transaction Document, or any Lien granted thereunder, shall, in whole or in
material part, terminate, cease to be effective or cease to be the legally
valid, binding and enforceable obligation of the applicable Borrower, the
Servicer, the Originator or any Guarantor; or


 


(2)                                  any
Borrower, the Servicer, the Originator or any Guarantor shall, directly or
indirectly, contest in any manner the effectiveness, validity, binding nature
or enforceability of any Transaction Document or any lien or security interest
thereunder; or


 


(3)                                  any
security interest securing Collateral or any obligation under any Transaction
Document shall, in whole or in part, cease, after a cure period of three (3) Business
Days has elapsed, to be a first priority perfected security interest (subject
to Permitted Liens) except as otherwise expressly permitted to be released in
accordance with the applicable Transaction Document; or


 


(j)            the occurrence of any
event which causes a Material Adverse Effect; or


 


(k)           the occurrence of a
Change of Control (without the prior written consent of the Administrative
Agent); or


 


(l)            any Borrower or the
Originator (without the prior written consent of the Administrative Agent)
enters into any transaction or agreement to merge into or consolidate with any
Person in which such Borrower or Originator is not the surviving entity; or


 


(m)          the annual audited
financial statements of a Borrower, the Servicer or the Originator are
qualified in any manner; or


 


(n)           the three-month rolling
average Class A Delinquency Ratio shall exceed 15.0% or the
three-month rolling average Class B Delinquency Ratio shall exceed 30.0%;
or


 


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(o)           the three-month rolling
average Class A Default Ratio shall exceed 5.0% or the three-month rolling
average Class B Default Ratio shall exceed 12.0%; or


 


(p)           any Borrower shall
become required to register as an “investment company” within the meaning of
the 1940 Act or the arrangements contemplated by the Transaction Documents
shall require registration as an “investment company” within the meaning of the
1940 Act; or


 


(q)           the Internal Revenue
Service shall file notice of a lien pursuant to Section 6323 of the Code
with regard to any assets of a Borrower, the Servicer, the Originator or either
Guarantor and such lien shall not have been released within ten (10) Business
Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien
pursuant to Section 4068 of ERISA with regard to any of the assets of a
Borrower, the Servicer, the Originator or either Guarantor and such lien shall
not have been released within ten (10) Business Days; or


 


(r)            the Excess Spread with
respect to any calendar month is less than 5.00% and a Borrower has not entered
into an interest rate swap, cap or other hedging arrangement in form and with
counterparties acceptable to the Administrative Agent in its reasonable
discretion; or


 


(s)           as of any date of
determination, the Tangible Net Worth of the Originator shall be less than
$4,500,000; or


 


(t)            the annual net income
of the Originator as of the end of any fiscal year ending after the Closing
Date shall fail to be positive; or


 


(u)           the occurrence of any “Default”
under (and as defined in) the Term Credit Agreement.


 


Section 10.2.            Remedies.


 


(a)           Upon the occurrence of
an Event of Default (unless otherwise waived in writing by the Required
Lenders), the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, by notice to the Borrowers (with copies to
the Backup Servicer and the Collateral Custodian), declare the Termination Date
to have occurred and the Variable Funding Notes to be immediately due and
payable in full (without presentment, demand, protest or notice of any kind all
of which are hereby waived by the Borrowers); provided that
in the case of any event described in Section 10.1(f), the Variable
Funding Notes shall be immediately due and payable in full (without
presentment, demand, notice of any kind, all of which are hereby expressly
waived by the Borrowers) and the Termination Date shall be deemed to have
occurred automatically upon the occurrence of any such event.


 


(b)           On and after the
declaration or occurrence of the Termination Date, all Commitments shall
terminate, all Loans Outstanding and other Aggregate Unpaids shall bear
interest at the Default Rate and the Administrative Agent, for the benefit of
the Secured Parties, shall have, in addition to all other rights and remedies
under this Agreement or otherwise, all other rights and remedies provided under
the UCC of each applicable jurisdiction and other Applicable Laws, which rights
shall be cumulative, and also may require the Borrowers, the


 


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initial Servicer and the
Originator to, and the Borrowers, the initial Servicer and the Originator
hereby agree that they will at the initial Servicer’s expense and upon request
of the Administrative Agent forthwith, (i) assemble all or any part of the
Collateral as directed by the Administrative Agent and make the same available
to the Administrative Agent at a place to be designated by the Administrative
Agent and (ii) without notice, except as specified below, sell the
Collateral or any part thereof in one (1) or more tranches at a public or
private sale, at any of the Administrative Agent’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the
Administrative Agent may deem commercially reasonable.  In the event that the Administrative Agent
elects to sell the Collateral or any part thereof, bids will be accepted for a
period of no less than thirty (30) days and the Collateral shall be sold to the
highest bidder, provided that the Administrative
Agent, in its sole discretion, shall have received adequate assurances of such
bidder’s ability to pay the purchase price. 
The Borrowers agree that, to the extent notice of sale shall be required
by law, at least thirty (30) days’ notice to the Borrowers of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. 
The Administrative Agent shall not be obligated to make any sale of the
Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. 
All cash Proceeds received by the Administrative Agent in respect of any
sale of, collection from, or other realization upon, all or any part of the
Collateral shall be deposited into the Collection Account and to be applied
pursuant to the settlement procedures set forth in Section 2.10.


 


ARTICLE XI


 


INDEMNIFICATION


 


Section 11.1.            Indemnities by the
Borrowers.


 


(a)           Without limiting any
other rights that any such Person may have hereunder or under Applicable Law,
the Borrowers hereby jointly and severally agree to indemnify the Backup
Servicer, the Collateral Custodian, any successor Servicer, the Secured Parties
and each of their respective assigns and officers, directors, employees and
agents (collectively, the “Indemnified Parties”), forthwith on demand,
from and against any and all damages (exclusive of consequential damages),
losses, claims, liabilities and related costs and expenses, including
reasonable attorneys’ fees and disbursements (all of the foregoing being
collectively referred to as the “Indemnified Amounts”) awarded against
or incurred by such Indemnified Party arising out of or as a result of this
Agreement or the other Transaction Documents or the Collateral or in respect of
any Receivable included in the Collateral, excluding, however, Indemnified
Amounts to the extent resulting from gross negligence, bad faith or willful
misconduct on the part of such Indemnified Party and excluding disputes among
the Indemnified Parties.  Without
limiting the foregoing, the Borrowers shall indemnify each Indemnified Party
for Indemnified Amounts relating to or resulting from:


 


(i)            any representation or
warranty made or deemed made by any Borrower, the Servicer, the Originator, any
Guarantor or any of their respective officers under or


 


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in connection with this
Agreement or any other Transaction Document, which shall have been false or
incorrect when made or deemed made or delivered;


 


(ii)           the
failure by any Borrower, the Servicer, the Originator or any Guarantor to
comply with any term, provision or covenant contained in this Agreement, any of
the other Transaction Documents or any agreement executed in connection
therewith, or with any Applicable Law, including with respect to any Collateral
or the nonconformity of any Collateral with any such Applicable Law;


 


(iii)          the
failure to vest and maintain vested in the Administrative Agent, as agent for
the Secured Parties, a perfected security interest in the Collateral, free and
clear of any Lien (other than Permitted Liens) whether existing at the time of
any Loan or at any time thereafter (including, without limitation, as the
result of the failure to file, or any delay in filing, financing statements,
continuation statements or other similar instruments or documents under the UCC
of any applicable jurisdiction or other Applicable Law with respect to any
Collateral);


 


(iv)                              the
failure to maintain, as of the close of business on each Business Day prior to
the Termination Date, an amount of Loans Outstanding that is less than or equal
to the Maximum Outstanding Loan Amount on such Business Day;


 


(v)                                 any
dispute, claim, offset or defense (other than the discharge in bankruptcy of
any Obligor) of any Obligor to the payment with respect to any Collateral
(including, without limitation, a defense based on the Collateral not being a
legal, valid and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim related to such Collateral;


 


(vi)                              any
failure of any Borrower, the Servicer or the Originator to perform its
respective duties under the Transaction Documents with respect to any
Collateral;


 


(vii)                           the
failure of any Lockbox Account Bank or Concentration Account Bank to remit any
amounts held in a Lockbox Account or the Concentration Account pursuant to the instructions
of the Servicer or the Administrative Agent (to the extent such Person is
entitled to give such instructions in accordance with the terms hereof) whether
by reason of the exercise of set-off rights or otherwise;


 


(viii)                        any
inability to obtain any judgment in, or utilize the court or other adjudication
system of, any state in which an Obligor may be located as a result of the
failure of any Borrower, the Servicer or the Originator to qualify to do
business or file any notice or business activity report or any similar report;


 


(ix)                                any
action taken by any Borrower, the Servicer or the Originator in the enforcement
or collection of any Collateral;


 


(x)                                   any
claim, suit or action of any kind arising out of or in connection with any
Environmental Laws, including any vicarious liability;


 


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(xi)                                the
failure by any Borrower, the Servicer or the Originator to pay when due any
Taxes for which such Person is liable, including without limitation, sales,
excise or personal property taxes payable in connection with the Collateral;


 


(xii)                             any
repayment by a Secured Party of any amount previously distributed in reduction
of Loans Outstanding or payment of Interest or any other amount due hereunder
or under any other Transaction Document, in each case which amount such Secured
Party believes in good faith is required to be repaid;


 


(xiii)                          the
commingling of Collections by any Borrower, the Originator or the Servicer on
the Collateral at any time with other funds;


 


(xiv)                         any
investigation, litigation or proceeding related to this Agreement or the use of
proceeds of Loans or the security interest in the Collateral (other than as
related to the acts of the Administrative Agent, the Secured Parties, the
Backup Servicer or the Collateral Custodian);


 


(xv)                            any
failure by any Borrower to give reasonably equivalent value to the Originator
or the Seller, as applicable, in consideration for the transfer to such
Borrower of any item of Collateral or any attempt by any Person to void or
otherwise avoid any such transfer under any statutory provision or common law or
equitable action, including, without limitation, any provision of the
Bankruptcy Code; or


 


(xvi)                         the use
of the proceeds of any Loan in a manner other than as provided in this
Agreement and the applicable Sale Agreement.


 


(b)                                 Any
amounts subject to the indemnification provisions of this Section 11.1
shall be paid by the Borrowers to the Indemnified Party on the Payment Date
following such Person’s written demand therefor to the Borrowers setting forth
the basis for such Indemnified Amounts in reasonable detail.


 


(c)                                  If
for any reason the indemnification provided above in this Section 11.1
is unavailable to the Indemnified Party or is insufficient to hold an
Indemnified Party harmless, then the Borrowers shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect not only
the relative benefits received by such Indemnified Party on the one hand and
the Borrowers on the other hand but also the relative fault of such Indemnified
Party as well as any other relevant equitable considerations.


 


(d)                                 The
obligations of the Borrowers under this Section 11.1 shall survive
the resignation or removal of the Administrative Agent, the Servicer, the
Backup Servicer, Successor Servicer or the Collateral Custodian and the
termination of this Agreement.


 


(e)                                  Notwithstanding
the above provisions of this Section 11.1, nothing in this Section shall
be construed to require the Borrowers to provide any indemnification under this
Agreement or the other Transaction Documents for any damages, losses, claims,
liabilities and related costs and expenses, including reasonable attorneys’
fees and disbursements arising out of


 


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or in connection with
credit losses with respect to any of the Receivables or any Related Security or
the diminution in market value of the Collateral.


 


(f)                                    If
any Indemnified Party receives any Indemnified Amount from the Borrowers and is
subsequently reimbursed for such amounts by another party, such Indemnified
Party hereby agrees to promptly reimburse the Borrowers for such reimbursed
amounts.


 


Section 11.2.                                   Indemnities
by the Servicer.


 


(a)                                  Without
limiting any other rights that any such Person may have hereunder or under
Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party,
forthwith on demand, from and against any and all Indemnified Amounts awarded
against or incurred by any such Indemnified Party by reason of any acts or omissions
of the Servicer (other than with respect to disputes among Indemnified
Parties), including, but not limited to (i) any representation or warranty
made by the Servicer under or in connection with any Transaction Document, any
Servicing Report, Servicer’s Certificate or any other information or report
delivered by or on behalf of the Servicer pursuant hereto, which shall have
been false, incorrect or misleading in any respect when made or deemed made, (ii) the
failure by the Servicer to comply with any Applicable Law, (iii) the
failure of the Servicer to comply with its covenants under this Agreement or
the other Transaction Documents, or (iv) any litigation, proceedings or
investigation against the Servicer (other than as related to acts of bad faith,
breach of contract, negligence or willful misconduct of the Administrative
Agent, the Secured Parties or the Collateral Custodian).


 


(b)                                 Any
amounts subject to the indemnification provisions of this Section 11.2
shall be paid by the Servicer to the Indemnified Party within five (5) Business
Days following such Person’s written demand (setting forth the basis for such
Indemnified Amounts in reasonable detail) therefor to the Servicer.


 


(c)                                  The
obligations of the Servicer under this Section 11.2 shall survive
the resignation or removal of the Administrative Agent, the Backup Servicer or
Successor Servicer or the Collateral Custodian and the termination of this
Agreement.


 


(d)                                 Any
indemnification payable by the Servicer pursuant to this Section 11.2
shall not be payable from the Collateral.


 


(e)                                  Notwithstanding
the above provisions of this Section 11.2, nothing in this Section shall
be construed to require the Servicer to provide any indemnification under this
Agreement or the other Transaction Documents for any damages, losses, claims,
liabilities and related costs and expenses, including reasonable attorneys’
fees and disbursements arising out of or in connection with credit losses with
respect to any of the Receivables or any Related Security or the diminution in
market value of the Collateral.


 


(f)                                    If
any Indemnified Party receives any Indemnified Amount from the Servicer and is
subsequently reimbursed for such amounts by another party, such Indemnified
Party hereby agrees to promptly reimburse the Servicer for such reimbursed
amounts.


 


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ARTICLE XII


 


THE ADMINISTRATIVE AGENT


 


Section 12.1.                                   The
Administrative Agent.


 


(a)                                  Appointment.  Each Secured Party hereby appoints and
authorizes the Administrative Agent as its agent and bailee for purposes of
perfection pursuant to the applicable UCC and hereby further authorizes the
Administrative Agent to appoint additional agents and bailees to act on its
behalf and for the benefit of each Secured Party.  Each Secured Party further authorizes the
Administrative 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 Administrative Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto.  In furtherance, and without limiting the
generality, of the foregoing, each Secured Party hereby appoints the
Administrative Agent as its agent to execute and deliver all further
instruments and documents, and take all further action that the Administrative
Agent may deem necessary or appropriate or that a Secured Party may reasonably
request in order to perfect, protect or more fully evidence the security
interests granted by the Borrowers hereunder, or to enable any of them to
exercise or enforce any of their respective rights hereunder, including,
without limitation, the execution by the Administrative Agent as secured
party/assignee of such financing or continuation statements, or amendments
thereto or assignments thereof, relative to all or any of the Collateral now
existing or hereafter arising, and such other instruments or notices, as may be
necessary or appropriate for the purposes stated hereinabove.  The Lenders may direct the Administrative
Agent to take any such incidental action hereunder.  With respect to other actions which are
incidental to the actions specifically delegated to the Administrative Agent
hereunder, the Administrative Agent shall not be required to take any such incidental
action hereunder, but shall be required to act or to refrain from acting (and
shall be fully protected in acting or refraining from acting) upon the
direction of the Required Lenders; provided that the Administrative Agent shall
not be required to take any action hereunder if the taking of such action, in
the reasonable determination of the Administrative Agent, shall be in violation
of any Applicable Law or contrary to any provision of this Agreement or shall
expose the Administrative Agent to liability hereunder or otherwise.  In the event the Administrative Agent
requests the consent of a Lender pursuant to the foregoing provisions and the
Administrative Agent does not receive a consent (either positive or negative)
from such Person within ten Business Days of such Person’s receipt of such
request, then such Lender shall be deemed to have declined to consent to the
relevant action.


 


(b)                                 Standard
of Care.  The Administrative Agent
shall exercise such rights and powers vested in it by this Agreement and the
other Transaction Documents, and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


 


(c)                                  Administrative Agent’s Reliance, Etc.  Neither
the Administrative Agent nor any of its directors, officers, agents or
employees shall be liable to any Lender for any action taken or omitted to be
taken by it or them as Administrative Agent under or in connection with this
Agreement or any of the other Transaction Documents, except for its or their
own gross negligence or willful misconduct. Without limiting the foregoing, the
Administrative Agent:


 


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(i) may consult with
legal counsel (including counsel for the Borrowers, the Servicer or the
Originator), independent 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; (ii) makes no warranty or representation and shall not be
responsible to any Lender for any statements, warranties or representations
made in or in connection with this Agreement; (iii) shall not have any
duty to any Lender to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or
any of the other Transaction Documents on the part of the Borrowers, the
Originator or the Servicer or to inspect the property (including the books and
records) of the Borrowers, the Originator or the Servicer; (iv) shall not
be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any of the
other Transaction Documents or any other instrument or document furnished
pursuant hereto or thereto; and (v) shall incur no liability to any Lender
under or in respect of this Agreement or any of the other Transaction Documents
by acting upon any notice (including notice by telephone), consent, certificate
or other instrument or writing (which may be by facsimile) believed by it to be
genuine and signed or sent by the proper party or parties.


 


(d)                                 Credit
Decision with Respect to the Administrative Agent.  Each Secured Party acknowledges that it has,
independently and without reliance upon the Administrative Agent, or any of the
Administrative Agent’s Affiliates, and based upon such documents and
information as it has deemed appropriate, made its own evaluation and decision
to enter into this Agreement and the other Transaction Documents to which it is
a party.  Each Secured Party also
acknowledges that it will, independently and without reliance upon the
Administrative Agent, or any of the Administrative Agent’s Affiliates, 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 and the other Transaction Documents to which it is a party.


 


(e)                                  Indemnification
of the Administrative Agent.  Each
Lender agrees to indemnify the Administrative Agent (to the extent not
reimbursed by the Borrowers, the initial Servicer or the Originator), ratably
in accordance with its Pro Rata Share 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 Administrative Agent in any way
relating to or arising out of this Agreement or any of the other Transaction
Documents, or any action taken or omitted by the Administrative Agent hereunder
or thereunder; provided that, the Lenders shall
not be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent’s gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent, ratably in accordance with its Pro Rata
Share, promptly upon demand for any out-of-pocket expenses (including counsel
fees) incurred by the Administrative Agent in connection with the
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement and the other Transaction
Documents, to the extent that such expenses are incurred in the interests of or
otherwise in respect of the Lenders hereunder and/or thereunder and to the
extent that the Administrative Agent is not reimbursed for such expenses by the
Borrowers, the Servicer or the Originator.


 


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(f)                                    Successor
Administrative Agent.  The
Administrative Agent may resign at any time, effective upon the appointment and
acceptance of a successor Administrative Agent as provided below, by giving at
least five (5) days’ written notice thereof to each Lender and the
Borrowers and may be removed at any time with cause by the Lenders acting
jointly.  Upon any such resignation or
removal, the Lenders acting jointly shall appoint a successor Administrative
Agent reasonably acceptable to the Borrowers. 
Each Lender agrees that it shall not unreasonably withhold or delay its
approval of the appointment of a successor Administrative Agent.  If no such successor Administrative Agent
shall have been so appointed, and shall have accepted such appointment, within
30 days after the retiring Administrative Agent’s giving of notice of
resignation or the removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Secured Parties, appoint a
successor Administrative Agent which successor Administrative Agent shall be
either (i) a commercial bank or other financial institution organized
under the laws of the United States or of any state thereof and have a combined
capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a
bank or financial institution.  Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement.  After any retiring Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of
this Article XII shall continue to inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.


 


(g)                                 Payments
by the Administrative Agent.  Unless
specifically allocated to a specific Lender pursuant to the terms of this
Agreement, all amounts received by the Administrative Agent on behalf of the
Lenders shall be paid by the Administrative Agent to the Lenders in accordance
with their related Pro Rata Shares, on the Business Day received by the
Administrative Agent, unless such amounts are received after 12:00 noon on such
Business Day, in which case the Administrative Agent shall use its reasonable
efforts to pay such amounts to each Lender on such Business Day, but, in any
event, shall pay such amounts to such Lenders not later than the following
Business Day.


 


ARTICLE XIII


 


MISCELLANEOUS


 


Section 13.1.                                   Amendments
and Waivers.


 


Except as
provided in this Section 13.1, no amendment, waiver or other
modification of any provision of this Agreement shall be effective without the
written agreement of the Borrowers, the Servicer, the Originator, the
Administrative Agent and the Required Lenders; provided
that, (i) any amendment of the Agreement that is solely for the purpose of
adding a Lender may be effected with the written consent of the Administrative
Agent and the Borrowers; and (ii) no such amendment, waiver or
modification adversely affecting the rights or obligations of the Backup
Servicer (in such role or as successor Servicer), the Collateral Custodian or
any Guarantor shall be effective without the written agreement of such
Person.  The Borrowers shall deliver
promptly to the Backup Servicer, the Collateral Custodian and each Guarantor a
copy of


 


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any amendment,
waiver or other modification of this Agreement not executed by such Person in
accordance with this Section.


 


Section 13.2.                                   Notices,
Etc.


 


All notices,
reports and other communications provided for hereunder shall, unless otherwise
stated herein, be in writing (including communication by facsimile copy or
electronic mail) and mailed, e-mailed, faxed, transmitted or delivered, as to
each party hereto, at its address (or specified addresses) set forth on Annex
A to this Agreement or at such other address as shall be designated by such
party in a written notice to the other parties hereto.  All such notices and communications shall be
effective upon receipt, or in the case of (a) notice by e-mail, when
verbal or electronic communication of receipt is obtained, or (b) notice
by facsimile copy, when verbal communication of receipt is obtained.


 


Section 13.3.                                   Ratable
Payments.


 


If any Secured
Party, whether by setoff or otherwise, has payment made to it with respect to
any portion of the Aggregate Unpaids owing to such Secured Party (other than
payments received pursuant to Article XI) in a greater proportion
than that received by any other Secured Party, such Secured Party agrees,
promptly upon demand, to purchase for cash without recourse or warranty a
portion of the Aggregate Unpaids held by the other Secured Parties so that
after such purchase each Secured Party will hold its ratable proportion of the
Aggregate Unpaids; provided, that if all or any portion of such
excess amount is thereafter recovered from such Secured Party, such purchase
shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest.


 


Section 13.4.                                   No
Waiver; Remedies.


 


No failure on
the part of the Administrative Agent, the Lenders, the Collateral Custodian,
the Backup Servicer or a Secured Party to exercise, and no delay in exercising,
any right or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right or remedy hereunder preclude any other
or further exercise thereof or the exercise of any other right.  The rights and remedies herein provided are
cumulative and not exclusive of any rights and remedies provided by law.


 


Section 13.5.                                   Binding
Effect; Benefit of Agreement.


 


This Agreement
shall be binding upon and inure to the benefit of the parties hereto, the
Secured Parties and their respective successors and permitted assigns.


 


Section 13.6.                                   Term
of this Agreement.


 


This
Agreement, including, without limitation, the Borrowers’, the Servicer’s, the
Originator’s and the Principal’s representations, warranties and covenants set
forth herein, create and constitute the continuing obligation of the parties
hereto in accordance with its terms, and shall remain in full force and effect
until the Collection Date; provided that the rights and remedies with
respect to any breach of any representation and warranty made or deemed made by
the Borrowers, the Servicer, the Originator or the Principal, the
indemnification and payment


 


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provisions of Article XI
and the provisions of Section 13.9, Section 13.10, Section 13.11
and Section 13.13 shall be continuing and shall survive any
termination of this Agreement.


 


Section 13.7.                                   Governing
Law; Consent to Jurisdiction; Waiver of Objection to Venue.


 


THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF
(OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK).  EACH OF THE PARTIES
HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT
LOCATED WITHIN THE STATE OF NEW YORK. 
EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM
NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER
IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


 


Section 13.8.                                   Waiver
of Jury Trial.


 


TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF
THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.  INSTEAD, ANY SUCH DISPUTE
RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.


 


Section 13.9.                                   Costs,
Expenses and Taxes.


 


(a)                                  In
addition to the rights of indemnification granted to the Indemnified Parties
under Article XI hereof, the Borrowers (or if the Borrowers fail to
do so, the Originator) agree to pay on demand all reasonable costs and expenses
of the Administrative Agent, the Lenders, the Backup Servicer, the Successor
Servicer, the Collateral Custodian and the Secured Parties incurred in
connection with the preparation, execution, delivery, third party
administration (such term to include, subject to the proviso below, periodic
auditing), renewal, amendment or modification of, or any waiver or consent
issued in connection with, this Agreement and the other documents to be
delivered hereunder or in connection herewith, including, without limitation,
reasonable expenses for travel and lodging, background checks, auditor fees and
the reasonable fees and out-of-pocket expenses of counsel for such Persons with
respect thereto and with respect to advising such Persons as to their
respective rights and remedies under this Agreement and the other documents to
be delivered hereunder or in connection herewith, and all costs and expenses,
if any (including reasonable counsel fees and out-of-pocket expenses), incurred
in connection with the enforcement of this Agreement and the other documents to
be delivered hereunder or in connection herewith; provided that,
prior to an


 


108

















 


Event of Default or
Unmatured Event of Default, any expenses in connection with periodic audits
shall be limited to $25,000 per calendar year.


 


(b)                                 The
Borrowers covenant to pay (or if the Borrowers fail to do so, the Originator
shall pay) on demand any and all stamp, sales, excise and other taxes and fees
payable or determined to be payable to any Governmental Authority in connection
with the execution, delivery, filing and recording of this Agreement and the
other documents to be delivered hereunder.


 


(c)                                  The
Borrowers, the Originator and the initial Servicer, as applicable, severally,
covenant to pay on demand all other reasonable costs, expenses incurred by the
Administrative Agent which are the responsibility of the Borrowers, the
Originator or the initial Servicer, as the case may be, hereunder (“Other
Costs”), including, without limitation, all costs and expenses incurred in
connection with periodic audits of the Borrowers’, the Originator’s or the
initial Servicer’s, as the case may be, books and records.


 


Section 13.10.                            No
Proceedings.


 


Each of the
parties hereto (other than the Administrative Agent) hereby agrees that it will
not institute against, or join any other Person in instituting against, a
Borrower any Insolvency Proceeding so long as there shall not have elapsed one
year and one day (or such longer preference period as shall then be in effect)
since the Collection Date.


 


Section 13.11.                            Recourse
Against Certain Parties.


 


(a)                                  No
recourse under or with respect to any obligation, covenant or agreement of any
party hereto as contained in this Agreement or any other agreement, instrument
or document entered into by it pursuant hereto or in connection herewith shall
be had against any incorporator, affiliate, stockholder, officer, employee or
director of any party hereto, by the enforcement of any assessment or by any
legal or equitable proceeding, by virtue of any statute or otherwise; it
being  expressly  agreed  and  understood that
the agreements of each party hereto contained in this Agreement and all of the
other agreements, instruments and documents entered into by it pursuant hereto
or in connection herewith are, in each case, solely the corporate obligations
of such party hereto (other than with respect to Mr. Eric J. Gangloff, in
the capacity of Guarantor), and that no personal liability whatsoever shall attach
to or be incurred by any incorporator, stockholder, affiliate, officer,
employee or director of such party (other than with respect to Mr. Eric J.
Gangloff, in the capacity of Guarantor) under or by reason of any of the
obligations, covenants or agreements of such party hereto contained in this
Agreement or in any other such instruments, documents or agreements, or that
are implied therefrom, and that any and all personal liability of each
incorporator, stockholder, affiliate, officer, employee of such party, or any
of them, for breaches by any party hereto of any such obligations, covenants or
agreements, which liability may arise either at common law or at equity, by
statute or constitution, or otherwise, is hereby expressly waived as a
condition of and in consideration for the execution of this Agreement (other
than with respect to Mr. Eric J. Gangloff, in the capacity of
Guarantor).  Notwithstanding the
foregoing, the Administrative Agent and the Lenders shall not be deemed to have
waived any legal rights which they may have and, to the extent of such rights,
shall have recourse against any incorporator, affiliate, stockholder, officer,
employee or


 


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director any Borrower,
the initial Servicer or the Originator, to the extent of any loss, cost or
expense incurred in whole or in part from any such Person’s (A) willful
misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal
acts; (E) intentional interference with the Administrative Agent’s Lien in
the Collateral or rights with respect thereto (except pursuant to a court order
or otherwise as required by applicable law); (F) disposition of any
Eligible Receivables or other Collateral in violation of the terms of this
Agreement (except pursuant to a court order or otherwise as required by
applicable law); (G) filing, initiating or consenting to the filing of an
involuntary petition under any chapter of the Bankruptcy Code with respect to
any Borrower; (H) violation of the separateness covenants of any Borrower
set forth herein and/or such Borrower’s organizational documents resulting in
the consolidation of such Borrower’s assets with the assets of any other
Person; or (I) voluntarily seeking, causing or taking any action to effect
a dissolution or liquidation of such Borrower.


 


(b)           Notwithstanding any
contrary provision set forth herein, no claim may be made by any party hereto
against any other party hereto or their respective Affiliates, directors,
officers, employees, attorneys or agents for any special, indirect,
consequential or punitive damages in respect to any claim for breach of
contract or any other theory of liability arising out of or related to the
transactions contemplated by this Agreement, or any act, omission or event
occurring in connection therewith; and each of the parties hereto hereby
waives, releases, and agrees not to sue upon any claim for any such damages,
whether or not accrued and whether or not known or suspected.


 


(c)           No obligation or
liability to any Obligor under any of the Receivables is intended to be assumed
by the Secured Parties under or as a result of this Agreement and the
transactions contemplated hereby.


 


Section 13.12.         Protection of Right,
Title and Interest in the Collateral; Further Action Evidencing Loans.


 


(a)           The Servicer shall
cooperate with the Administrative Agent with respect to all financing
statements and continuation statements and any other necessary documents
covering the right, title and interest of the Administrative Agent, as agent
for the Secured Parties, to the Collateral to be promptly recorded, registered
and filed, and at all times to be kept recorded, registered and filed, all in
such manner and in such places as may be required by law fully to preserve and
protect the first priority security interest (subject to Permitted Liens) of
the Administrative Agent, as agent the Secured Parties, hereunder to all
property comprising the Collateral.  The
Servicer shall deliver to the Administrative Agent and the Collateral Custodian
file-stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above and in the possession of the Servicer, as
soon as available following such recording, registration or filing.  The Borrowers shall cooperate fully with the
Servicer in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this Section 13.12(a).


 


(b)           The Borrowers agree
that from time to time, at its expense, they will promptly authorize, execute
and deliver all instruments and documents, and take all actions, that the
Administrative Agent may reasonably request in order to perfect, protect or
more fully evidence the Loans hereunder and the first priority perfected
security interest (subject to


 


110

















 


Permitted Liens) granted
in the Collateral, or to enable the Administrative Agent or the Secured Parties
to exercise and enforce their rights and remedies hereunder or under any other
Transaction Document.


 


(c)           If any Borrower or the
Servicer fails to perform any of its obligations hereunder with respect to the
maintenance of the Administrative Agent’s first priority perfected security interest
in the Collateral (subject to Permitted Liens), the Administrative Agent or any
Secured Party may (but shall not be required to) perform, or cause performance
of, such obligation; and the Administrative Agent’s or such Secured Party’s
costs and expenses incurred in connection therewith shall be payable by such
Borrower.  If any Borrower or the
Servicer fails to perform any of its other obligations hereunder for 10 days
following receipt of notice from any Secured Party, the Administrative Agent or
any Secured Party may (but shall not be required to) perform, or cause
performance of, such obligation; and the Administrative Agent’s or such Secured
Party’s costs and expenses incurred in connection therewith shall be payable by
such Borrower or the initial Servicer, as applicable. Each Borrower irrevocably
authorizes the Administrative Agent and appoint the Administrative Agent as its
attorney-in-fact to act on behalf of such Borrower (i) to execute on
behalf of such Borrower as debtor and to file financing statements necessary or
desirable in the Administrative Agent’s sole discretion to perfect and to
maintain the perfection and priority 
(subject to Permitted Liens) of the interest of the Secured Parties in
the Collateral, including those that describe the Collateral as “all assets,”
or words of similar effect, and (ii) to file a carbon, photographic or
other reproduction of this Agreement or any financing statement with respect to
the Collateral as a financing statement in such offices as the Administrative
Agent in its sole discretion deems necessary or desirable to perfect and to
maintain the perfection and priority (subject to Permitted Liens) of the
interests of the Secured Parties in the Collateral.  This appointment is coupled with an interest
and is irrevocable.


 


(d)           Without limiting the
generality of the foregoing, the Borrowers will, not earlier than six (6) months
and not later than three (3) months prior to the fifth (5th) anniversary of the date of filing of
any financing statement filed pursuant to this Agreement, unless the Collection
Date shall have occurred:


 


(i)            authorize, execute (if
necessary) and deliver and file or cause to be filed an appropriate
continuation statement with respect to such financing statement; and


 


(ii)           deliver or cause to be
delivered to the Administrative Agent an opinion of the counsel for the
Borrowers, in form and substance reasonably satisfactory to the Administrative
Agent, confirming and updating the opinion delivered pursuant to Section 3.1
with respect to perfection and otherwise to the effect that the security
interest hereunder continues to be an enforceable and perfected security
interest, subject to no other Liens of record except as expressly permitted
hereunder, which opinion may contain usual and customary assumptions,
limitations and exceptions.


 


Section 13.13.         Confidentiality.


 


(a)           Each of the Secured
Parties, the Servicer, the Originator, the Guarantors, the Collateral
Custodian, the Backup Servicer and the Borrowers shall maintain and shall cause
each of its employees and officers to maintain the confidentiality of the
Agreement and all


 


111

















 


information with respect
to the other parties, including all information regarding the business of the
other parties obtained by it or them in connection with the structuring,
negotiating and execution of the transactions contemplated herein, except that
each such party and its directors, officers and employees may (i) disclose
such information to its external accountants, attorneys, investors, potential
investors, credit enhancers and the agents and advisors of such Persons (“Excepted
Persons”); provided, however,
that each Excepted Person shall be notified of the confidentiality
restrictions hereof and shall, as a condition to any such disclosure, agree for
the benefit of the parties hereto that such information shall be used solely in
connection with such Excepted Person’s evaluation of, or relationship with, the
Borrowers, the Servicer, Sub-Servicer, the Backup Servicer, Collateral
Custodian and the Originator and their affiliates, (ii) disclose the
existence of the Agreement, but not the financial terms thereof, (iii) disclose
such information as is required by Applicable Law and (iv) disclose the
Agreement and such information in any suit, action, proceeding or investigation
(whether in law or in equity or pursuant to arbitration) involving any of the
Transaction Documents for the purpose of defending itself, reducing its
liability, or protecting or exercising any of its claims, rights, remedies, or
interests under or in connection with any of the Transaction Documents.  It is understood that the financial terms
that may not be disclosed except in compliance with this Section 13.13(a) include,
without limitation, all fees and other pricing terms, and all Events of
Default, Servicer Defaults, and the priority of payment provisions herein.  If any Person discloses any confidential
information with respect to another party pursuant to this Section 13.13(a),
it shall provide prompt notice thereof to such other party with respect to
which such confidential information related.


 


(b)           Anything herein to the
contrary notwithstanding, each of the parties hereto hereby consents to the
disclosure of any nonpublic information with respect to it (i) to the
Collateral Custodian, the Backup Servicer or the Secured Parties by each other,
(ii) by the Collateral Custodian, the Backup Servicer and the Secured
Parties to any prospective or actual assignee or participant of any of them, or
(iii) by the Secured Parties to any Rating Agency, any provider of a
surety, guaranty or credit enhancement to any Lender or any Person providing
financing to, or holding equity interests in, any Lender, as applicable, and to
any officers, directors, employees, outside accountants, advisors and attorneys
of any of the foregoing, provided each such Person in the case of subclauses
(ii) and (iii) is informed of the confidential nature of
such information.


 


(c)           Notwithstanding
anything herein to the contrary, the foregoing shall not be construed to
prohibit (i) disclosure of any and all information that is or becomes
publicly known (other than through the violation of this Agreement), (ii) disclosure
of any and all information (A) if required to do so by any applicable
statute, law, rule or regulation, (B) to any government agency or
regulatory body having or claiming authority to regulate or oversee the
disclosing entity or its affiliates, or (C) pursuant to any subpoena,
civil investigative demand or similar demand or request of any court,
regulatory authority, arbitrator or arbitration to which the disclosing entity
or an officer, director, employer, shareholder or affiliate of any of the
foregoing is a party (so long as the disclosing Person provides prompt notice
thereof to the applicable party with respect to which such information
relates), or (iii) any other disclosure authorized by any Borrower, the
Servicer, the Guarantors or the Originator in the case of information with
respect to it.


 


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Section 13.14.         Execution in
Counterparts; Severability; Integration.


 


This Agreement
may be executed in any number of counterparts and by different parties hereto
in separate counterparts (including by facsimile), 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. 
In case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.  This Agreement and any
agreements or letters (including fee letters) executed in connection herewith
contain the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof, superseding all prior oral or written understandings.


 


Section 13.15.         Waiver of Setoff.


 


Each of the
Borrowers, the Servicer, the Originator and the Guarantors hereby waives any
right of setoff it may have or to which it may be entitled under this Agreement
from time to time against any Lender or its assets.


 


Section 13.16.         Assignments by the
Lenders.


 


With the prior
written consent of the Borrowers (which consent will not be unreasonably
withheld), any Lender may at any time assign, or grant a security interest or
sell a participation interest in, its rights in its Loans (or portion thereof)
or Commitment (or portion thereof) to any Person; provided that
(i) no such consent of the Borrowers shall be required following the
occurrence of an Event of Default, (ii) in the case of an assignment of
its Loans or Commitments with respect to such Lender, the assignee shall
execute and deliver to the Servicer and the Administrative Agent a Joinder
Supplement substantially in the form of Exhibit I hereto, and (iii) no
Lender shall need prior consent to at any time assign, or grant a security
interest or sell a participation interest in, its Loans (or portion thereof) or
Commitment (or portion thereof) to an Affiliate or an Approved Fund.  The parties to any such assignment or sale of
a participation interest by a Lender shall execute and deliver to the
Administrative Agent, for its acceptance and recording in its books and
records, such agreement or document as may be satisfactory to such parties and
the Administrative Agent.  Neither the
Borrowers, the Originator, the Servicer nor any Guarantor shall assign or
delegate, or grant any interest in, any of its rights, obligations or duties under
this Agreement without the prior written consent of the Administrative Agent.


 


Section 13.17.         Heading and Exhibits.


 


The headings
herein are for purposes of references only and shall not otherwise affect the
meaning or interpretation of any provision hereof.  The schedules and exhibits attached hereto
and referred to herein shall constitute a part of this Agreement and are
incorporated into this Agreement for all purposes.


 


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Section 13.18.         Right of First Refusal.


 


Each of the
LLC Borrower, the Trust Borrower, as applicable, the Originator and the initial
Servicer hereby agrees, from the Closing Date until the Maturity Date, to grant
to Administrative Agent a right of first refusal with respect to any financing
facility such Person or any of its Affiliates may enter as a borrower to
finance receivables substantially similar to the Eligible Receivables (a “Proposed
Facility”).  Each of the LLC
Borrower, the Trust Borrower, as applicable, the Originator and the initial
Servicer hereby agrees to notify the Administrative Agent of its intention to
enter into a Proposed Facility and will inform the Administrative Agent of the
general terms upon which such financing is sought, based on current market
conditions.  The Administrative Agent
shall then have five (5) Business Days to inform the applicable Borrower,
the Originator and the initial Servicer if it is interested in providing such
financing.  In the event that
Administrative Agent indicates an interest in providing such financing, the
applicable Borrower, the Originator and the Servicer thereafter agree to not
enter into any such Proposed Facility with any third party and to negotiate
such Proposed Facility with the Administrative Agent in good faith; provided that the Administrative Agent’s right of first
refusal as set forth in this Section 13.18 shall only apply to the
first $50,000,000 of such financing.  In
the event that the Administrative Agent declines to provide such financing or
does not respond to the applicable Borrower, the Originator or the Servicer
within five (5) Business Days of its receipt of such notice, the
Borrowers, the Originator and the initial Servicer shall be permitted to enter
the Proposed Facility with a third party on substantially similar or better
terms in which such financing was proposed to Administrative Agent.  For the avoidance of doubt, the right of
first refusal set forth in this Section 13.18 shall not apply to
the Trust II Borrower.


 


Section 13.19.         Concerning Joint and
Several Liability of the Borrowers.


 


(a)           Each Borrower accepts
joint and several liability hereunder in consideration of the financial
accommodation to be provided by the Lenders under this Agreement, for the
mutual benefit, directly and indirectly, of each of the other Borrowers and in
consideration of the undertaking of the other Borrowers to accept joint and
several liability for such Borrower’s obligations.


 


(b)           Each of the Borrowers
jointly and severally hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with
each other Borrower with respect to the payment of all of the Aggregate Unpaids
and the performance of all of the obligations of the Borrowers under this
Agreement, it being the intention of the parties hereto that all the Aggregate
Unpaids and obligations hereunder shall be the joint and several obligations of
each of the Borrowers without preferences or distinction among them.


 


(c)           If and to the extent
that any of the Borrowers shall fail to make any payment with respect to any of
the Aggregate Unpaids as and when due or to perform any of its obligations in
accordance with the terms hereof (including any applicable grace or cure
periods), then in each such event, the other Borrower(s) will make such
payment with respect to, or perform, such obligation.


 


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(d)           The obligations of each
Borrower under the provisions of this Section 13.19 constitute full
recourse obligations of each such Borrower, enforceable against it to the full
extent of its Collateral, irrespective of the validity, regularity or
enforceability of this Agreement or any other circumstances whatsoever.


 


(e)           Except
as otherwise expressly provided herein, each Borrower hereby waives further
notice of acceptance of its joint and several liability.  Each Borrower hereby assents to, and waives
notice of, any extension or postponement of the time for the payment of any of
the Aggregate Unpaids of the other Borrower, the acceptance of any partial
payment thereon, any waiver, consent or other action or acquiescence by the
Administrative Agent or any Lender at any time or times in respect of any
default by the other Borrower in the performance or satisfaction of any term,
covenant, condition or provision of this Agreement, any and all other
indulgences whatsoever by the Administrative Agent or any Lender in respect of
any of the Aggregate Unpaids of the other Borrower.  Without limiting the generality of the
foregoing, each Borrower assents to any other action or delay in acting or
failure to act with respect to the other Borrower on the part of any Lender,
including, without limitation, any failure strictly or diligently to assert any
right or to pursue any remedy or to comply fully with the applicable laws or regulations
hereunder which might, but for the provisions of this Section 13.19,
afford grounds for terminating, discharging or relieving such Borrower, in
whole or in part, from any of its obligations under this Section 13.19.  The obligations of each Borrower under this Section 13.19
shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding
with respect to any Borrower or any Secured Party.  The joint and several liability of the
Borrowers hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of any Borrower or any Secured
Party.


 


(f)            The provisions of this
Section 13.19 are made for the benefit of the Administrative Agent
and the Secured Parties and their respective successors and assigns, and may be
enforced by any such Person from time to time against any of the Borrowers as
often as occasion therefor may arise and without requirement on the part of any
such Person first to marshal any of its claims or to exercise any of its rights
against any Borrower or to exhaust any remedies available to it against any
Borrower or to resort to any other source or means of obtaining payment of any
of the Aggregate Unpaids or to elect any other remedy.  The provisions of this Section 13.19
shall remain in effect until all the Aggregate Unpaids shall have been paid in
full or otherwise fully satisfied.  If at
any time, any payment, or any part thereof, made in respect of any of the
Aggregate Unpaids, is rescinded or must otherwise be restored or returned by
any Secured Party upon the insolvency, bankruptcy or reorganization of any of
the Borrowers, or otherwise, the provisions of this Section 13.19
will forthwith be reinstated in effect, as though such payment had not been
made.


 


(g)           Notwithstanding any
provision to the contrary contained herein or in any other of the Transaction
Documents, to the extent the joint obligations of a Borrower shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each Borrower
hereunder shall be limited to the maximum amount that is


 


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permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).


 


Section 13.20.         Amendment and
Restatement.


 


(a)           On the date hereof, the
Amended Agreement shall be amended, restated and superseded in its entirety by
this Agreement but the indebtedness evidenced thereby shall neither be
cancelled nor extinguished.  The parties
hereto hereby (i) acknowledge and agree that the Liens granted under the
Transaction Documents securing the payment of such indebtedness are in all
respects continuing and in full force and effect, secure the payment of such
indebtedness and from and after the date hereof shall secure the Loans under
this Agreement in addition to such indebtedness and (ii) fully and
unconditionally, to the extent of each of their respective interests therein,
ratify and affirm all Transaction Documents.


 


(b)           On and after the date
hereof, (i) each reference in the Transaction Documents to the “Agreement”,
“thereunder”, “thereof” or similar words referring to the Agreement shall mean
and be a reference to this Agreement and (ii) each reference in the
Transaction Documents to a “Variable Funding Notes” or “VFNs” and the “Loans”
shall mean and be a reference to the Variable Funding Notes or VFNs and the
Loans as defined in this Agreement.


 


ARTICLE XIV


 


GUARANTY


 


Section 14.1.            Guaranty of Trigger
Events


 


To induce the
Lenders to make Loans to the Borrowers upon the terms and subject to the
conditions set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Guarantors,
jointly and severally, each hereby agree, upon the occurrence of any Trigger
Event, to be personally and unconditionally liable with the Borrowers and any
other Person in the amount of, and to indemnify, reimburse, and hold
Administrative Agent and each other Secured Party harmless from, any liability,
loss, damage, cost or expense of whatever kind or nature, known or unknown,
foreseen or unforeseen, contingent or otherwise (including but not limited to
reasonable attorneys’ fees and expenses) suffered or incurred by such Secured
Party (including any reasonable attorneys’ fees and expenses of enforcing this
Guaranty), and any material damage or material diminution in value of any of
the Collateral (collectively the “Guaranteed Amounts”) resulting from or
arising in connection with any one or more of the following “Trigger Events”:


 


(a)           FRAUD:  Fraud (including and without limitation any
claim of fraudulent conveyance) by the Borrowers, the Servicer, the Originator,
the Guarantors or any of their Affiliates or any Responsible Officer of any of
the Borrowers, the Servicer, or the Originator or any of their Affiliates;


 


(b)           THEFT OR
MISAPPROPRIATION OF FUNDS:  Theft, or
misappropriation of funds (including, without limitation, dividends,
distributions or payments being made to the Servicer, either Guarantor or any
Affiliate of the Servicer, either Guarantor or


 


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the Borrowers in
contravention of the provisions of the Transaction Documents, including,
without limitation, in violation of the prepayment provisions of Section 2.3);


 


(c)           CRIMES:  Any felonies or crimes of the Servicer,
either Guarantor, Borrowers or any Affiliates of the Borrowers or any of their
principals and/or equity owners thereof, or any willful violation of any laws
or legal requirements by any of the foregoing relating to the business,
property or assets of the Servicer, either Guarantor, the Borrowers or any
Affiliates of a Borrower;


 


(d)           HINDRANCE:  Any intentional act by the Servicer, either
Guarantor, the Borrowers or any Affiliates of the Borrowers which prevents,
delays or hinders the Secured Parties’ perfection of its interest in the
Collateral (other than in connection with an Insolvency Proceeding at the
direction of a court or Governmental Authority);


 


(e)           UNPERMITTED
DISPOSITION:  Any voluntary sale,
encumbrance or disposition of any Collateral or Receivables or any part thereof
or interest therein not expressly permitted by the Transaction Documents (other
than in connection with an Insolvency Proceeding at the direction of a court or
Governmental Authority);


 


(f)            VOLUNTARY
BANKRUPTCY:  If any Borrower files,
initiates or consents to the filing of a voluntary petition under any chapter
of the Bankruptcy Code, or in any manner seeks relief under the insolvency laws
of any state or jurisdiction or the appointment of a trustee, receiver,
conservator or liquidator for all or any part of the properties and assets of
such Borrower; or any Borrower, or any of its equity owners or Affiliates,
files, initiates or consents to the filing of an involuntary petition under any
chapter of the Bankruptcy Code against such Borrower;


 


(g)           CONSOLIDATION IN
OTHER CASE:  If the Servicer, either
Guarantor, any Borrower, or any of their respective equity owners or Affiliates
consents to, initiates or institutes or makes any claim or proceeding that
seeks or is intended to result in consolidating any Borrower or any of its
properties or assets to become subject to any other Person’s case, action or
proceeding under the insolvency laws of any state or jurisdiction, or the
Collateral, or any portion thereof or interest therein, to be included in any
other Person’s bankrupt estate or otherwise subject to the claims of creditors
of any other Person as a result of the violation of the separateness covenants
of the Borrowers herein and/or the applicable Borrower’s organizational
documents the property of any bankruptcy estate or subject to any proceeding
under any insolvency laws of any state or other jurisdiction; and


 


(h)           VOLUNTARY
DISSOLUTION:  A Borrower, or any of
its equity owners or Affiliates, voluntarily seeks, causes or takes any action
to effect a dissolution or liquidation of such Borrower.


 


Section 14.2.            Limited Guaranty of
Payment.


 


Subject to the
limitations set forth below, Summit Consumer Receivables Fund, L.P.,
individually, as a Guarantor hereby unconditionally guarantees to the
Administrative Agent, for the benefit of the 
Secured Parties, the prompt payment of the Aggregate Unpaids up to a
cumulative amount of 10% of the Maximum Committed Amount upon written demand by
the


 


117

















 


Administrative Agent at any time after the occurrence
and continuance of a Borrowing Base Deficiency. 
This limited guaranty is a guaranty of payment and not of collection and
is a continuing guaranty.  For the
avoidance of doubt, in no event shall Summit Consumer Receivables Fund, L.P.’s
liability under this Agreement, or any of the other Transaction Documents or
otherwise, exceed in the aggregate, to any and all parties from the date hereof
forward, an amount equal to 10% of the highest aggregate Outstanding
Receivables Balance of Eligible Receivables since the Closing Date.  Notwithstanding any provision to the contrary
contained herein or in any of the other Transaction Documents, to the extent
the obligations of such Guarantor shall be adjudicated to be invalid or
unenforceable for any reason, then the obligations of such Guarantor hereunder
shall be limited to the maximum amount that is permissible under Applicable
Law.


 


Section 14.3.            Guarantor Payments.


 


If at any time
payment is due pursuant to the either of the Guaranties and the Servicer or the
Administrative Agent informs in writing the Guarantors of the same, the
Guarantors, as applicable, shall within two (2) Business Days deposit the
amount due into the Collection Account for distribution in accordance with Section 2.7
or Section 2.8, as applicable. 
The Servicer shall keep records of the amount of Guarantor Payments made
by each Guarantor and such amount shall be reflected in all Servicer Reports
after the initial Guarantor Payment.


 


Section 14.4.            Obligations
Unconditional.


 


The
obligations of the Guarantors hereunder, subject to the limitations of Sections
14.1 and 14.2, are absolute and unconditional, irrespective of the
value, genuineness, validity, regularity or enforceability of any of the
Transaction Documents or any other agreement or instrument referred to herein
or therein, to the fullest extent permitted by Applicable Law, irrespective of
any other circumstance whatsoever which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor (other than the prior
payment of the amounts due).  Each
Guarantor agrees that either Guaranty may be enforced by the Administrative
Agent on behalf of the Secured Parties without the necessity at any time of
resorting to or exhausting any other security or collateral and without the
necessity at any time of having recourse to any other of the Transaction
Documents or any Collateral, if any, hereafter securing the Aggregate Unpaids
or otherwise and each Guarantor hereby waives the right to require
Administrative Agent on behalf of the Secured Parties to make demand on or
proceed against the Borrowers or any other Person or to require Administrative
Agent on behalf of the Secured Parties to pursue any other remedy or enforce
any other right.  Each Guarantor further
agrees that it shall have no right of subrogation, indemnity, reimbursement or
contribution against the Borrowers for amounts paid under the Guaranties until
such time as the Aggregate Unpaids have been paid in full in cash, all
Commitments under this Agreement have been terminated and, to the extent the
Borrowers or either Guarantor is party to any Insolvency Proceeding, no Person
or Governmental Authority shall have any right to request any return or
reimbursement of funds from the Administrative Agent or the other Secured
Parties in connection with monies received under the Transaction
Documents.  Each Guarantor further agrees
that nothing contained herein shall prevent the Administrative Agent from
enforcing the Transaction Documents or foreclosing its security interest in or
Lien on any Collateral, if any, securing the Aggregate Unpaids or from
exercising any other rights available to it under any of


 


118

















 


the
Transaction Documents, or any other instrument of security, if any, and the
exercise of any of the aforesaid rights and the completion of any foreclosure
proceedings shall not constitute a discharge of such Guarantor’s obligations
hereunder; it being the purpose and intent of each Guarantor that its
obligations hereunder shall be absolute, independent and unconditional under
any and all circumstances.  Neither
Guarantor’s obligations hereunder nor any remedy for the enforcement thereof
shall be impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release, increase or limitation of the
liability of the Borrowers, the Servicer or the Originator or by reason of the
bankruptcy or insolvency of the Borrowers, the Servicer, the Originator or the
Guarantor.  The Aggregate Unpaids, and
any part of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon the
Guaranties provided in Sections 14.1 and 14.2.  All dealings between the Borrowers, the
Servicer, the Originator and the Guarantors, on the one hand, and the
Administrative Agent and the other Secured Parties, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon
the Guaranties provided in Sections 14.1 and 14.2.  Each Guarantor hereby subordinates to the
Aggregate Unpaids all debts, liabilities and other obligations, whether direct,
indirect, primary, secondary, several, joint and several or otherwise, and
irrespective of whether such debts, liabilities and obligations be evidenced by
note, contract, open account, book entry or otherwise, owing by any of the Borrowers,
the Servicer or the Originator to the Guarantor.


 


Section 14.5.            Modifications.


 


Each Guarantor
agrees that: (a) all or any part of the Collateral now or hereafter held
for the Aggregate Unpaids, if any, may be exchanged, compromised or surrendered
from time to time; (b) none of the Secured Parties or the Administrative
Agent shall have any obligation to protect, perfect, secure or insure any such
security interests, liens or encumbrances now or hereafter held, if any, for
the Aggregate Unpaids or the properties subject thereto; (c) the time or
place of payment of the Aggregate Unpaids may be changed or extended, in whole
or in part, to a time certain or otherwise, and may be renewed or accelerated,
in whole or in part; (d) the Borrowers, the Servicer, the Originator and
any other party liable for payment under the Transaction Documents may be
granted indulgences generally; (e) any of the provisions of the
Transaction Documents may be modified, amended or waived in accordance with the
terms thereof; (f) any party liable for the payment thereof may be granted
indulgences or be released; and (g) any deposit balance for the credit of
the Borrowers, the Servicer, the Originator or any other party liable for the
payment of the Aggregate Unpaids or liable upon any security therefor may be
released, in whole or in part, at, before or after the stated, extended or
accelerated maturity of the Aggregate Unpaids, all without notice to or further
assent by the Guarantors and the Guarantors shall remain bound thereon the
extent contemplated hereunder, notwithstanding any such exchange, compromise,
surrender, extension, renewal, acceleration, modification, indulgence or
release.


 


Section 14.6.            Waiver of Rights.


 


Each Guarantor
expressly waives to the fullest extent permitted by applicable law: (a) notice
of acceptance of the Guaranties provided in Sections 14.1 and 14.2
by the Secured Parties and of all extensions of credit to the Borrowers; (b) presentment
and demand for payment or performance of any of the Aggregate Unpaids; (c) protest
and notice of dishonor or of default


 


119
















 


with respect to the Aggregate Unpaids or with respect to any security
therefor; (d) notice of the Secured Parties obtaining, amending,
substituting for, releasing, waiving or modifying any security interest, lien
or encumbrance, if any, hereafter securing the Aggregate Unpaids, or the
Secured Parties’ subordinating, compromising, discharging or releasing such
security interests, liens or encumbrances, if any; and (e) all other
notices to which such Guarantor might otherwise be entitled.


 


Section 14.7.                                   Reinstatement.


 


Notwithstanding
anything contained in this Agreement or the other Transaction Documents, the
obligations of each Guarantor under this Article XIV shall be
automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Aggregate Unpaids is rescinded
or must be otherwise restored by any holder of any of the Aggregate Unpaids,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, and each Guarantor agrees that it will indemnify the Administrative
Agent and each other Secured Party on demand for all reasonable costs and
expenses (including, without limitation, reasonable attorney costs) incurred by
such Person in connection with such rescission or restoration, including any
such reasonable costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.


 


Section 14.8.                                   Remedies.


 


Each Guarantor
agrees that, as between such Guarantor, on the one hand, and the Administrative
Agent and the other Secured Parties, on the other hand, the Aggregate Unpaids
may be declared to be forthwith due and payable as provided in Section 10.2
hereof (and shall be deemed to have become automatically due and payable in the
circumstances provided in Section 10.2) notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing such
Aggregate Unpaids from becoming automatically due and payable) as against any
other Person and that, in the event of such declaration (or such Aggregate
Unpaids being deemed to have become automatically due and payable), such
Aggregate Unpaids (whether or not due and payable by any other Person) shall
forthwith become due and payable by such Guarantor, subject to the limitations
in Sections 14.1 and 14.2.


 


Section 14.9.                                   Subrogation.


 


Each Guarantor
agrees that, until the Collection Date, it will not exercise any right of
reimbursement, subrogation, contribution, offset or other claims against the
Borrowers, the Servicer and the Originator arising by contract or operation of
law in connection with any payment made or required to be made by the Guarantor
under the Transaction Documents.  After
the payment in full in cash of the Aggregate Unpaids (other than any part of
the Aggregate Unpaids that represents contingent contractual indemnities) and
the termination of the Commitments, the Guarantor shall be entitled to exercise
against the Borrowers, the Servicer and the Originator all such rights of
reimbursement, subrogation, contribution, and offset, and all such other
claims, to the fullest extent permitted by law.


 


[Remainder of Page Intentionally Left
Blank]


 


120

















 


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.


 


	
   

  	
  SSPE, LLC,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric J. Gangloff

  
	
   

  	
  Name:

  	
   Eric J. Gangloff

  
	
   

  	
  Title:

  	
   President

  



 


Second Amended and Restated Revolving Credit
Agreement


 

















 


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.


 


	
   

  	
  SSPE INVESTMENT TRUST I,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National Association,

  not in its individual capacity but solely

  as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane Reynolds 

  
	
   

  	
  Name:

  	
   Diane L. Reynolds

  
	
   

  	
  Title:

  	
   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLST ASSET TRUST II,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National Association,

  not in its individual capacity but solely

  as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane Reynolds

  
	
   

  	
  Name:

  	
   Diane L. Reynolds

  
	
   

  	
  Title:

  	
   Vice President

  



 


Second Amended and Restated Revolving Credit Agreement


 

















 


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.


 


	
   

  	
  SUMMIT CONSUMER RECEIVABLES

  FUND, L.P., as the Originator and as a

  Guarantor

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  Summit Alternative Investments, LLC,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff & Associates Inc., its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric J. Gangloff

  
	
   

  	
  Name:

  	
   Eric J. Gangloff

  
	
   

  	
  Title:

  	
   President

  



 


Second Amended and Restated Revolving Credit
Agreement


 

















 


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.


 


	
   

  	
  SUMMIT ALTERNATIVE

  INVESTMENTS, LLC, as the Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff & Associates Inc., its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric J. Gangloff 

  
	
   

  	
  Name:

  	
   Eric J. Gangloff

  
	
   

  	
  Title:

  	
   President

  



 


Second Amended and Restated Revolving Credit Agreement


 

















 


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.


 


	
   

  	
  ERIC J. GANGLOFF,

  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Eric J. Gangloff 

  
	
   

  	
  Eric J. Gangloff

  



 


Second Amended and Restated Revolving Credit
Agreement


 

















 


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.


 


	
   

  	
  FORTRESS CREDIT CORP.,
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine M. Dakolias 

  
	
   

  	
  Name:

  	
   Constantine M. Dakolias

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FORTRESS CREDIT CORP.,
 as the Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine M. Dakolias

  
	
   

  	
  Name:

  	
   Constantine M. Dakolias

  
	
   

  	
  Title:

  	
   President

  



 


Second Amended and Restated Revolving Credit
Agreement


 

















 


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.


 


	
   

  	
  For purposes of Section 3.4 of the Agreement

  only:

  
	
   

  	
   

  
	
   

  	
  FORTRESS CREDIT CORP.,

  as the Administrative Agent under the Term

  Credit Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine M. Dakolias

  
	
   

  	
  Name:

  	
   Constantine M. Dakolias

  
	
   

  	
  Title:

  	
   President

  



 


Second Amended and Restated Revolving Credit
Agreement


 

















 


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.


 


	
  THE BACKUP SERVICER:

  	
  LYON FINANCIAL SERVICES, INC.,

  (d/b/a U.S. Bank Portfolio Services),

  not in its individual capacity but

  solely as Backup Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Andries

  
	
   

  	
  Name:

  	
   Joseph Andries 

  
	
   

  	
  Title:

  	
   Senior Vice President

  



 


Second Amended and Restated Revolving Credit
Agreement


 

















 


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.


 


	
  THE COLLATERAL CUSTODIAN:

  	
  U.S. BANK NATIONAL ASSOCIATION,

  not in its individual capacity but

  solely as Collateral Custodian

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane Reyonlds

  
	
   

  	
  Name:

  	
   Diane L. Reynolds

  
	
   

  	
  Title:

  	
   Vice President

  



 


Second Amended and Restated Revolving Credit
Agreement


 
















 


Annex A


 


SUMMIT ALTERNATIVE INVESTMENTS, LLC 


50
West Liberty Street, Suite 980


Reno,
Nevada 89501


Attention:
Eric J. Gangloff


 


SUMMIT CONSUMER RECEIVABLES FUND, L.P. 


50
West Liberty Street, Suite 980


Reno,
Nevada 89501


Attention:
Eric J. Gangloff


 


SSPE, LLC


50
West Liberty Street, Suite 980 


Reno,
Nevada 89501


Attention:
Eric J. Gangloff


 


SSPE INVESTMENT TRUST I 


50
West Liberty Street, Suite 980 


Reno,
Nevada 89501


Attention:
Eric J. Gangloff


 


CLST ASSET TRUST II


50
West Liberty Street, Suite 980 


Reno,
Nevada 89501


Attention:
Eric J. Gangloff


 


FORTRESS CREDIT CORP 


c/o
Fortress Investment Group 


1345
Avenue of the Americas 


New
York, New York 10105 


Attention:
Dean Dakolias 


Facsimile:
(212) 798-6099 


Confirmation:
(212) 798-6050


E-mail:
ddakolias@fortressinv.com


 


Collateral Custodian:


 


U.S.
Bank National Association 


60
Livingston Avenue


EP-MN-WS3D


St.
Paul, MN 55107


 

















 


Attn:
Structured Finance-Summit 


Telephone:
(651) 495-3923 


Facsimile:
(866) 831-7910


 

















 


Annex
A (Continued)


 


With
a copy to:


 


U.S.
Bank National Association 


1133
Rankin Street, Suite 100 


St.
Paul, Minnesota 55116


Attn:
Saah Kemayah


 


Backup Servicer:


 


LYON FINANCIAL SERVICES, INC. 


1310 Madrid Street


Marshall, MN 56258


Attn: Mr. Joe Andries


Telephone:
(507) 532-7129


Facsimile: (800) 305-6362


 

















 


Annex B


 


LENDER
COMMITMENTS AND PERCENTAGES


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortress Credit Corp.

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  100

  	
  %

  
							



 
















 


EXHIBITS AND SCHEDULES 

TO

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


 


Dated as of December 10,
2008


 


(Fortress Transaction with
SSPE, LLC, SSPE Investment Trust I

and CLST Asset Trust II)


 


EXHIBITS


 


	
  EXHIBIT
  A-1

  	
   

  	
  Form
  of Borrowing Notice

  
	
  EXHIBIT
  A-2

  	
   

  	
  Form
  of Notice of Reduction of Loans Outstanding

  
	
  EXHIBIT
  A-3

  	
   

  	
  Form
  of Borrowing Base Certificate

  
	
  EXHIBIT
  B-1

  	
   

  	
  Form
  of A-1 Variable Funding Note

  
	
  EXHIBIT
  B-2

  	
   

  	
  Form
  of A-2 Variable Funding Note

  
	
  EXHIBIT
  C

  	
   

  	
  Form
  of Servicing Report

  
	
  EXHIBIT
  D-1

  	
   

  	
  Form
  of Officer’s Certificate as to Solvency (LLC Borrower)

  
	
  EXHIBIT
  D-2

  	
   

  	
  Form
  of Officer’s Certificate as to Solvency (Trust Borrower)

  
	
  EXHIBIT
  D-3

  	
   

  	
  Form
  of Officer’s Certificate as to Solvency (Trust II Borrower)

  
	
  EXHIBIT
  D-4

  	
   

  	
  Form
  of Officer’s Certificate as to Solvency (Servicer)

  
	
  EXHIBIT
  D-5

  	
   

  	
  Form
  of Officer’s Certificate as to Solvency (Originator)

  
	
  EXHIBIT
  E-1

  	
   

  	
  Form
  of Officer’s Closing Certificate (LLC Borrower)

  
	
  EXHIBIT
  E-2

  	
   

  	
  Form
  of Officer’s Closing Certificate (Trust Borrower)

  
	
  EXHIBIT
  E-3

  	
   

  	
  Form
  of Officer’s Closing Certificate (Trust II Borrower)

  
	
  EXHIBIT
  E-4

  	
   

  	
  Form
  of Officer’s Closing Certificate (Servicer)

  
	
  EXHIBIT
  E-5

  	
   

  	
  Form
  of Officer’s Closing Certificate (Originator)

  
	
  EXHIBIT
  F-1

  	
   

  	
  Form
  of Power of Attorney (LLC Borrower)

  
	
  EXHIBIT
  F-2

  	
   

  	
  Form
  of Power of Attorney (Trust Borrower)

  
	
  EXHIBIT
  F-3

  	
   

  	
  Form
  of Power of Attorney (Trust II Borrower)

  
	
  EXHIBIT
  F-4

  	
   

  	
  Form
  of Power of Attorney (Servicer)

  
	
  EXHIBIT
  G

  	
   

  	
  Form
  of Release of Required Receivable File

  
	
  EXHIBIT
  H

  	
   

  	
  Form
  of Servicer’s Certificate

  
	
  EXHIBIT
  I

  	
   

  	
  Form
  of Joinder Supplement

  
	
  EXHIBIT
  J

  	
   

  	
  Form
  of Backup Servicer Monthly Certification

  
	
  EXHIBIT
  K

  	
   

  	
  Form
  of Collateral Receipt

  



 


SCHEDULES


 


	
  SCHEDULE
  I

  	
   

  	
  Condition
  Precedent Documents

  
	
  SCHEDULE
  II

  	
   

  	
  Credit
  and Collection Policy

  
	
  SCHEDULE
  III

  	
   

  	
  Location
  of Required Receivable Files

  
	
  SCHEDULE
  IV

  	
   

  	
  Receivable
  List

  
	
  SCHEDULE
  V

  	
   

  	
  SIC
  Codes

  
	
  SCHEDULE
  VI

  	
   

  	
  Approved
  Lockbox Accounts

  
	
  SCHEDULE
  VII

  	
   

  	
  Approved
  Sellers and Purchase and Sale Agreements Approved

  
	
  SCHEDULE
  VIII

  	
   

  	
  Asset/Product
  Classes

  
	
  SCHEDULE
  IX

  	
   

  	
  Approved
  Sub-Servicers

  



 

















 


EXHIBIT A-1


To Second Amended and Restated


Revolving Credit Agreement


 


FORM OF BORROWING NOTICE

[Date]


 


Fortress
Credit Corp.


as
the Administrative Agent


c/o
Fortress Investment Group


1345
Avenue of the Americas


New
York, NY 10105


Facsimile
No.: (212) 798-6099


Confirmation: (212) 798-6050


via email:        ddakolias@fortressinv.com


 


Re:             Second Amended and Restated
Revolving Credit Agreement dated as of December 10, 2008


 


Ladies and Gentlemen:


 


This Borrowing Notice is
delivered to you pursuant to Sections 2.2 and 3.2 of that certain Second
Amended and Restated Revolving Credit Agreement, dated as of December 10, 2008
(as amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


Each of the undersigned,
being a duly elected Responsible Officer of the undersigned Borrowers and of
the Servicer, respectively, and holding the office set forth below such officer’s
name, hereby certifies as follows:


 


A-1-1

















 


	
  1.

  	
   

  	
  The
  undersigned Borrowers hereby request a Loan in the principal amount of $                            (minimum of $250,000).

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  The
  undersigned Borrowers hereby request that such Loan be made on the following
  date:
                             

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Wire
  Instructions:

  	
   

  	
  Name
  of Bank:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  A/C
  No.:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ABA
  No.:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Reference:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [Detail
  how Loan is divided up amongst the Borrowers]

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Attached
  to this Borrowing Notice is a true, correct and complete calculation of the
  Borrowing Base and all components thereof, after giving effect to the inclusion
  of the Receivables referred to in paragraph 5 below as part of the
  Collateral.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Attached
  to this Borrowing Notice is a true, correct and complete list of all
  Receivables which will become part of the Collateral on the date hereof, each
  Receivable reflected thereon being an Eligible Receivable.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  All
  of the conditions applicable to the Loan requested herein as set forth in the
  Revolving Credit Agreement have been satisfied as of the date hereof and will
  remain satisfied on the date of such Loan both before and immediately after
  giving effect to such Loan, including those set forth in Article III of the
  Revolving Credit Agreement, and the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  The
  representations and warranties of each of the Borrowers and the Servicer, respectively,
  set forth in Sections 4.1 and 4.2 of the Revolving Credit Agreement are true
  and correct in all material respects on and as of such day (except to the
  extent such representations and warranties relate to an earlier date, in
  which case they shall be true and correct in all material respects as of such
  earlier date) as though made on and as of such day and shall be deemed to
  have been made on such day;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  No
  event has occurred, or would result from such Loan, which constitutes (A) an
  Event of Default (unless such Event of Default has been waived in writing by
  the Administrative Agent) or Unmatured Event of Default (unless such
  Unmatured Event of Default is no longer continuing) or (B) an “Event of
  Default” (unless such event has been waived in writing pursuant to the terms
  of the Term Credit Agreement) or “Unmatured Event of Default” (unless such
  event is no longer continuing) under (and as defined in) the Term Credit
  Agreement; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  The
  Maximum Outstanding Loan Amount, after giving effect to the requested Loan,
  is greater than or equal to $0; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  To
  the knowledge of each Borrower, no Applicable Law shall prohibit or enjoin
  the Borrowers from entering into such Loan.

  
							



 


A-1-2

















 


	
  7.

  	
   

  	
  Each
  of the undersigned certify that all information contained herein and in the
  attached Borrowing Base Certificate is true, correct and complete in all
  material respects as of the date hereof.

  



 


[Remainder of Page Intentionally Left Blank]


 


A-1-3

















 


IN
WITNESS WHEREOF, the undersigned have executed this Borrowing
Notice this [      ] day of [                  ], 200 .


 


	
   

  	
  SUMMIT
  ALTERNATIVE INVESTMENTS,

  LLC, as the Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff
  & Associates Inc.,

  
	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  SSPE,
  LLC, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SSPE
  INVESTMENT TRUST I, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLST
  ASSET TRUST II, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Attach Borrowing Base Certificate and Receivables List]


 


A-1-4

















 


EXHIBIT A-2

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF
NOTICE OF REDUCTION OF LOANS OUTSTANDING


 


[Date]


 


Fortress
Credit Corp.


as
the Administrative Agent


c/o
Fortress Investment Group


1345
Avenue of the Americas


New
York, NY 10105


Facsimile
No.: (212) 798-6099


Confirmation: (212) 798-6050


via email:        ddakolias@fortressinv.com


 


Re:             Second Amended and Restated
Revolving Credit Agreement dated as of December 10, 2008


 


Ladies and Gentlemen:


 


This Notice of Reduction of
Loans Outstanding (the “Notice”) is delivered to you pursuant to Section
2.3 of that certain Second Amended and Restated Revolving Credit Agreement,
dated as of December 10, 2008 (as amended, modified, supplemented or restated
from time to time, the “Revolving Credit Agreement”),
by and among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC Borrower”),
SSPE Investment Trust I, as a borrower (in such capacity, the “Trust Borrower”), CLST Asset Trust
II, as a borrower (in such capacity, the “Trust II Borrower”
and, together with the LLC Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”) and as the
administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


Each of the undersigned,
being duly elected Responsible Officers of the undersigned Borrowers and
holding the office set forth below such officer’s name, hereby certifies as
follows:


 


1.                                       Pursuant to Section
2.3 of the Revolving Credit Agreement, the Borrowers desire to repay the Loans
Outstanding (a “Loan Repayment”) by the amount of $                
.. The Borrowers hereby request that such Loan Repayment be made on the
following date:                       .


 


A-2-1

















 


2.                                       Attached to
this Notice of Reduction of Loans Outstanding is a true, correct and complete
calculation (in all material respects) of the Borrowing Base and all components
thereof after giving effect to such Loan Repayment, as applicable.


 


3.                                       All of the
conditions applicable to the Loan Repayment as set forth in the Revolving
Credit Agreement have been satisfied as of the date hereof and will remain
satisfied on the date of such Loan Repayment, as applicable, both before and
immediately after giving effect thereto, including the following:


 


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


 


(ii)           No
event has occurred, or would result from such Loan Repayment, which constitutes
an Event of Default (unless such Event of Default has been waived in writing by
the Administrative Agent) or Unmatured Event of Default (unless such Unmatured
Event of Default is no longer continuing); and


 


(iii)          The
Maximum Outstanding Loan Amount is greater than or equal to $0; and


 


(iv)          To
the knowledge of each Borrower, no Applicable Law shall prohibit or enjoin the
Borrowers from entering such Loan Repayment.


 


[4.                              The Prepayment
Premium due in connection herewith pursuant to Section 2.3 of the Revolving
Credit Agreement is $               .]


 


[5.                              The Full Prepayment
Make-Whole Fee due in connection herewith pursuant to Section 2.3 of the
Revolving Credit Agreement is $               .]


 


[6.                              The Partial
Prepayment Make-Whole Fee due in connection herewith pursuant to Section 2.3 of
the Revolving Credit Agreement is $               .]


 


Each of the undersigned
certify that all information contained herein and in the attached Borrowing
Base Certificate is true and correct in all material respects as of the date
hereof.


 


[Remainder of Page Intentionally Left Blank]


 


A-2-2

















 


IN
WITNESS WHEREOF, the undersigned have executed this Notice this [    ] day of [                            ], 200 .


 


	
   

  	
  SSPE,
  LLC, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SSPE
  INVESTMENT TRUST I, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CLST
  ASSET TRUST II, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Attach Borrowing Base Certificate]


 


A-2-3
















 


EXHIBIT A-3


To Second Amended and Restated


Revolving Credit Agreement


 


FORM OF
BORROWING BASE CERTIFICATE


 


In connection with that
certain Second Amended and Restated Revolving Credit Agreement, dated as of December
10, 2008 (as amended, modified, supplemented or restated from time to time, the
“Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust Borrower,
the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”) and as the
administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


As of the date hereof, the
undersigned each certify that (i) all of the information set forth in Annex I
attached hereto is true, correct and complete and no Event of Default or
Unmatured Event of Default has occurred and is continuing under the Revolving
Credit Agreement; (ii) no “Event of Default” or “Unmatured Event of Default”
has occurred and is continuing under (and as defined in) the Term Credit
Agreement and (iii) each of its representations and warranties made by it in
the Revolving Credit Agreement is true, correct and complete in all material
respects as of the date hereof (other than any representation or warranty that
is made as of a specific date).


 


[Remainder of Page Intentionally Left Blank]


 


A-3-1

















 


Certified as of the
[    ] day of
[                            ],
200 .


 


	
   

  	
  SSPE,
  LLC,

  
	
   

  	
  as
  a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SSPE
  INVESTMENT TRUST I,

  
	
   

  	
  as
  a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CLST
  ASSET TRUST II,

  
	
   

  	
  as
  a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMMIT
  ALTERNATIVE

  
	
   

  	
  INVESTMENTS,
  LLC,

  
	
   

  	
  as
  the Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff
  & Associates Inc.,

  
	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  



 


A-3-2

















 


ANNEX I


To Exhibit A-3


 


BORROWING BASE REPORT


 


See
Attached


 


A-3-3

















 


EXHIBIT B-1


To Second Amended and Restated


Revolving Credit Agreement


 


FORM OF
A-1 VARIABLE FUNDING NOTE


 




	
  $25,000,000

  	
   

  	
  December 10, 2008

  






 


THIS A-1 VARIABLE FUNDING
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”). NEITHER THIS A-1 VARIABLE FUNDING NOTE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS.


 


THIS A-1 VARIABLE FUNDING
NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE
PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE REVOLVING CREDIT
AGREEMENT REFERRED TO HEREIN.


 


FOR VALUE RECEIVED, SSPE,
LLC, a Delaware limited liability company (the “LLC
Borrower”), SSPE Investment Trust I, a Delaware statutory trust
(the “Trust Borrower”), and CLST Asset
Trust II, as a borrower (the “Trust II Borrower”
and, together with the LLC Borrower and the Trust Borrower, the “Borrowers”), promise to pay to
Fortress Credit Corp., as the administrative agent (the “Administrative
Agent”), on behalf of the Lenders, or their respective assigns,
the principal sum of TWENTY FIVE MILLION DOLLARS ($25,000,000), or, if less,
the unpaid principal amount of the aggregate loans (the “Loans”)
made by the Lenders to the Borrowers pursuant to the Revolving Credit Agreement
(as defined below), as set forth on the attached Schedule, on the dates
specified in the Revolving Credit Agreement, and to pay interest on the unpaid
principal amount of the Loan on each day that such unpaid principal amount is
outstanding, at the Interest Rate related to such Loan as provided in the
Revolving Credit Agreement, on each Payment Date and each other date specified
in the Revolving Credit Agreement.


 


This A-1 Variable Funding
Note (this “A-1 Note”) is issued pursuant
to the Second Amended and Restated Revolving Credit Agreement, dated as of December
10, 2008 (as amended, modified, supplemented or restated from time to time, the
“Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
the Borrowers, Summit Alternative Investments, LLC, as the servicer (in such
capacity, the “Servicer”), Eric J. Gangloff,
as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral 


 


B-1-1

















 


Custodian”). Capitalized terms used but not defined
herein shall have the meanings provided in the Revolving Credit Agreement.


 


Notwithstanding any other
provisions contained in this A-1 Note, if at any time the rate of interest
payable by the Borrowers under this A-1 Note, when combined with any and all
other charges provided for in this A-1 Note, in the Revolving Credit Agreement
or in any other document (to the extent such other charges would constitute
interest for the purpose of any applicable law limiting interest that may be
charged on this A-1 Note), exceeds the highest rate of interest permissible
under applicable law (the “Maximum Lawful Rate”),
then so long as the Maximum Lawful Rate would be exceeded, the rate of interest
under this A-1 Note shall be equal to the Maximum Lawful Rate. If at any time
thereafter the rate of interest payable under this A-1 Note is less than the
Maximum Lawful Rate, the Borrowers shall continue to pay interest under this
A-1 Note at the Maximum Lawful Rate until such time as the total interest paid
by the Borrowers is equal to the total interest that would have been paid had
applicable law not limited the interest rate payable under this A-1 Note. In no
event shall the total interest received by the Lenders under this A-1 Note
exceed the amount which the Lenders could lawfully have received had the
interest due under this A-1 Note been calculated since the date of this A-1
Note at the Maximum Lawful Rate.


 


Payments of the principal
of, and interest on, the Loans represented by this A-1 Note shall be made by or
on behalf of the Borrowers to the holder hereof by wire transfer of immediately
available funds in the manner and at the address specified for such purpose as
provided in the Revolving Credit Agreement, or in such manner or at such other
address as the holder of this A-1 Note shall have specified in writing to the
Borrowers for such purpose, without the presentation or surrender of this A-1
Note or the making of any notation on this A-1 Note.


 


Pursuant to Section 2.1 of
the Revolving Credit Agreement, (i) all Loans shall be funded solely under this
A-1 Note, up to the maximum principal balance hereof, before any Loan is funded
under the A-2 Variable Funding Note, and (ii) in the event of any reduction in
the outstanding principal balance of this A-1 Note after such time as such
balance has reached the maximum principal balance of this A-1 Note, Loans
funded thereafter shall be made solely under this A-1 Note, up to the maximum
principal balance hereof, before any Loans shall be funded under the A-2
Variable Funding Note.


 


If any payment under this
A-1 Note falls due on a day that is not a Business Day, then such due date
shall be extended to the next succeeding Business Day and interest shall be
payable on any principal so extended at the applicable Interest Rate.


 


If all or a portion of (i) the
principal amount hereof or (ii) any interest payable thereon or (iii) any other
amounts payable hereunder shall not be paid when due (whether at maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum that is equal to the Default Rate, in each case from the date of such
non-payment to (but excluding) the date such amount is paid in full.


 


Portions or all of the
principal amount of this A-1 Note shall become due and payable at the time or
times set forth in the Revolving Credit Agreement. Any portion or all of the
principal 


 


B-1-2

















 


amount
of this A-1 Note may be prepaid, together with interest thereon (and, as set
forth in the Revolving Credit Agreement, certain costs, expenses and fees of
the Administrative Agent and Lenders) at the time and in the manner set forth
in, but subject to the provisions of, the Revolving Credit Agreement.


 


Except as provided in the
Revolving Credit Agreement, the Borrowers expressly waive presentment, demand,
diligence, protest and all notices of any kind whatsoever with respect to this
A-1 Note.


 


All amounts evidenced by
this A-1 Note, the Lenders’ Loans and all payments and prepayments of the
principal hereof and the respective dates and maturity dates thereof shall be
endorsed by the Administrative Agent, on the schedule attached hereto and made
a part hereof or on a continuation thereof, which shall be attached hereto and
made a part hereof; provided that
the failure of the Administrative Agent to make such a notation shall not in
any way limit or otherwise affect the obligations of the Borrowers under this
A-1 Note as provided in the Revolving Credit Agreement.


 


This A-1 Note is secured by
the security interests granted pursuant to Section 9.1 of the Revolving Credit
Agreement. The holder of this A-1 Note is entitled to the benefits of the
Revolving Credit Agreement and may enforce the agreements of the Borrowers
contained in the Revolving Credit Agreement and exercise the remedies provided
for by, or otherwise available in respect of, the Revolving Credit Agreement,
all in accordance with, and subject to the restrictions contained in, the terms
of the Revolving Credit Agreement. If an Event of Default shall occur (unless
waived in writing by the Required Lenders), the unpaid balance of the principal
of all the Loans, together with accrued interest thereon, may be declared, and
become, due and payable in the manner and with the effect provided in the
Revolving Credit Agreement.


 


The Borrowers, the
Originator, the Servicer, the Guarantors, the Administrative Agent, the
Lenders, the Backup Servicer and the Collateral Custodian each intend, for
federal, state and local income and franchise tax purposes only, that this A-1
Note be evidence of indebtedness of the Borrowers secured by the Collateral.


 


This A-1 Note is the “A-1
Variable Funding Note” referred to in Section 2.1 of the Revolving Credit
Agreement and represents a fractional undivided ownership interest in the
Collateral to the extent provided in the Revolving Credit Agreement. This A-1
Note shall be construed in accordance with and governed by the laws of the
State of New York.


 


[Remainder of Page Intentionally Left Blank]


 


B-1-3

















 


IN
WITNESS WHEREOF, the undersigned has executed this A-1 Note as on
the date first written above.


 


	
   

  	
  SSPE,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SSPE
  INVESTMENT TRUST I

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CLST
  ASSET TRUST II

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-1-4

















 


Schedule
attached to A-1 Variable Funding Note dated December 10, 2008 of SSPE, LLC,
SSPE Investment Trust I and CLST Asset Trust II payable to the order of
Fortress Credit Corp., as the Administrative Agent for the Lenders.


 


	
  Date
  of

  Loan or

  Repayment

  	
   

  	
  Principal

  Amount of

  Loan

  	
   

  	
  Principal

  Amount of

  Repayment

  	
   

  	
  Outstanding

  Principal

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-1-5
















 


EXHIBIT B-2

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF A-2 VARIABLE FUNDING NOTE


 


	
  $25,000,000

  	
  December 10, 2008

  



 


THIS A-2 VARIABLE FUNDING
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”). NEITHER THIS A-2 VARIABLE FUNDING NOTE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS.


 


THIS A-2 VARIABLE FUNDING NOTE
IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR
CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE REVOLVING CREDIT AGREEMENT
REFERRED TO HEREIN.


 


FOR VALUE RECEIVED, SSPE,
LLC, a Delaware limited liability company (the “LLC Borrower”),
SSPE Investment Trust I, a Delaware statutory trust (the “Trust
Borrower”), and CLST Asset Trust II, as a borrower (the “Trust II Borrower” and, together with the LLC Borrower and
the Trust Borrower, the “Borrowers”),
promise to pay to Fortress Credit Corp., as the administrative agent (the “Administrative Agent”), on behalf of the Lenders, or their
respective assigns, the principal sum of TWENTY FIVE MILLION DOLLARS
($25,000,000), or, if less, the unpaid principal amount of the aggregate loans
(“Loans”) made by the Lenders to the
Borrowers pursuant to the Revolving Credit Agreement (as defined below), as set
forth on the attached Schedule, on the dates specified in the Revolving Credit
Agreement, and to pay interest on the unpaid principal amount of each Loan on
each day that such unpaid principal amount is outstanding, at the Interest Rate
related to such Loan as provided in the Revolving Credit Agreement, on each
Payment Date and each other date specified in the Revolving Credit Agreement.


 


This A-2 Variable Funding
Note (this “A-2 Note”) is issued pursuant to the
Second Amended and Restated Revolving Credit Agreement, dated as of December 10,
2008 (as amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and among Summit Consumer
Receivables Fund, L.P., as the originator (in such capacity, the “Originator”) and as a guarantor (in such capacity, a “Guarantor”), the Borrowers, Summit Alternative Investments,
LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral 


 


B-2-1

















 


Custodian”). Capitalized terms used but not defined herein
shall have the meanings provided in the Revolving Credit Agreement.


 


Notwithstanding any other
provisions contained in this A-2 Note, if at any time the rate of interest
payable by the Borrowers under this A-2 Note, when combined with any and all
other charges provided for in this A-2 Note, in the Revolving Credit Agreement
or in any other document (to the extent such other charges would constitute
interest for the purpose of any applicable law limiting interest that may be
charged on this A-2 Note), exceeds the highest rate of interest permissible
under applicable law (the “Maximum Lawful Rate”),
then so long as the Maximum Lawful Rate would be exceeded, the rate of interest
under this A-2 Note shall be equal to the Maximum Lawful Rate. If at any time
thereafter the rate of interest payable under this A-2 Note is less than the
Maximum Lawful Rate, the Borrowers shall continue to pay interest under this
A-2 Note at the Maximum Lawful Rate until such time as the total interest paid
by the Borrowers is equal to the total interest that would have been paid had
applicable law not limited the interest rate payable under this A-2 Note. In no
event shall the total interest received by the Lenders under this A-2 Note
exceed the amount which the Lenders could lawfully have received had the
interest due under this A-2 Note been calculated since the date of this A-2
Note at the Maximum Lawful Rate.


 


Payments of the principal
of, and interest on, the Loans represented by this A-2 Note shall be made by or
on behalf of the Borrowers to the holder hereof by wire transfer of immediately
available funds in the manner and at the address specified for such purpose as
provided in the Revolving Credit Agreement, or in such manner or at such other
address as the holder of this A-2 Note shall have specified in writing to the
Borrowers for such purpose, without the presentation or surrender of this A-2
Note or the making of any notation on this A-2 Note.


 


Pursuant to Section 2.1
of the Revolving Credit Agreement, (i) all Loans shall be funded solely
under the A-1 Variable Funding Note, up to the maximum principal balance
thereof, before any Loan is funded under this A-2 Note, and (ii) in the
event of any reduction in the outstanding principal balance of the A-1 Variable
Funding Note after such time as such balance has reached the maximum principal
balance of the A-1 Variable Funding Note, Loans funded thereafter shall be made
solely under the A-1 Variable Funding Note, up to the maximum principal balance
thereof, before any Loans shall be funded under this A-2 Note.


 


If any payment under this
A-2 Note falls due on a day that is not a Business Day, then such due date
shall be extended to the next succeeding Business Day and interest shall be
payable on any principal so extended at the applicable Interest Rate.


 


If all or a portion of (i) the
principal amount hereof or (ii) any interest payable thereon or (iii) any
other amounts payable hereunder shall not be paid when due (whether at
maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum that is equal to the Default Rate, in each case
from the date of such non-payment to (but excluding) the date such amount is
paid in full.


 


Portions or all of the
principal amount of this A-2 Note shall become due and payable at the time or
times set forth in the Revolving Credit Agreement. Any portion or all of the
principal 


 


B-2-2

















 


amount
of this A-2 Note may be prepaid, together with interest thereon (and, as set
forth in the Revolving Credit Agreement, certain costs, expenses and fees of
the Administrative Agent and Lenders) at the time and in the manner set forth
in, but subject to the provisions of, the Revolving Credit Agreement.


 


Except as provided in the
Revolving Credit Agreement, the Borrowers expressly waive presentment, demand,
diligence, protest and all notices of any kind whatsoever with respect to this
A-2 Note.


 


All amounts evidenced by
this A-2 Note, the Lenders’ Loans and all payments and prepayments of the
principal hereof and the respective dates and maturity dates thereof shall be
endorsed by the Administrative Agent, on the schedule attached hereto and made
a part hereof or on a continuation thereof, which shall be attached hereto and
made a part hereof; provided that the failure of the Administrative Agent to
make such a notation shall not in any way limit or otherwise affect the
obligations of the Borrowers under this A-2 Note as provided in the Revolving
Credit Agreement.


 


This A-2 Note is secured by
the security interests granted pursuant to Section 9.1 of the Revolving
Credit Agreement. The holder of this A-2 Note is entitled to the benefits of
the Revolving Credit Agreement and may enforce the agreements of the Borrowers
contained in the Revolving Credit Agreement and exercise the remedies provided
for by, or otherwise available in respect of, the Revolving Credit Agreement,
all in accordance with, and subject to the restrictions contained in, the terms
of the Revolving Credit Agreement. If an Event of Default shall occur (unless
waived in writing by the Required Lenders), the unpaid balance of the principal
of all the Loans, together with accrued interest thereon, may be declared, and
become, due and payable in the manner and with the effect provided in the
Revolving Credit Agreement.


 


The Borrowers, the
Originator, the Servicer, the Guarantors, the Administrative Agent, the
Lenders, the Backup Servicer and the Collateral Custodian each intend, for
federal, state and local income and franchise tax purposes only, that this A-2
Note be evidence of indebtedness of the Borrowers secured by the Collateral.


 


This A-2 Note is the “A-2
Variable Funding Note” referred to in Section 2.1 of the Revolving Credit
Agreement and represents a fractional undivided ownership interest in the
Collateral to the extent provided in the Revolving Credit Agreement. This A-2
Note shall be construed in accordance with and governed by the laws of the
State of New York.


 


[Remainder of Page Intentionally
Left Blank]


 


B-2-3

















 


IN
WITNESS WHEREOF, the undersigned has executed this A-2 Note as on
the date first written above.


 


	
   

  	
  SSPE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SSPE INVESTMENT TRUST I

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National
  Association, not in its individual capacity but solely as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CLST ASSET TRUST II

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National
  Association, not in its individual capacity but solely as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2-4

















 


Schedule
attached to A-2 Variable Funding Note dated December 10, 2008 of SSPE,
LLC, SSPE Investment Trust I and CLST Asset Trust II payable to the order of
Fortress Credit Corp., as the Administrative Agent for the Lenders.


 


	
  Date
  of

  Loan or

  Repayment

  	
   

  	
  Principal

  Amount of

  Loan

  	
   

  	
  Principal

  Amount of

  Repayment

  	
   

  	
  Outstanding

  Principal

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-2-5

















 


EXHIBIT C

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF SERVICING REPORT


 


See Attached


 


C-1

















 


EXHIBIT D-1

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF OFFICER’S CERTIFICATE AS TO SOLVENCY


 


SSPE, LLC


 


Reference is made to (i) that
certain Purchase and Contribution Agreement (as amended, modified, supplemented
or restated from time to time, the “Sale Agreement”),
dated as of September 28, 2007, by and between Summit Consumer Receivables
Fund, L.P., as the seller thereunder, and SSPE, LLC, as the buyer thereunder
and (ii) that certain Second Amended and Restated Revolving Credit
Agreement, dated as of December 10, 2008 (as amended, modified,
supplemented or restated from time to time, the “Revolving
Credit Agreement”), by and among Summit Consumer Receivables Fund,
L.P., as the originator (in such capacity, the “Originator”)
and as a guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC Borrower”),
SSPE Investment Trust I, as a borrower (in such capacity, the “Trust Borrower”), CLST Asset Trust II, as a borrower (in
such capacity, the “Trust II Borrower”
and, together with the LLC Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative Investments, LLC, as the
servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a guarantor
(in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the LLC Borrower, hereby certifies to the
Secured Parties, and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


Both before and immediately
after giving effect to (a) the transactions contemplated by the Sale Agreement,
the Revolving Credit Agreement and the other Transaction Documents and (b) the
payment and accrual of all transaction costs in connection with the foregoing,
the LLC Borrower is and will be Solvent.


 


[Remainder of Page Intentionally Left Blank]


 


D-1-1

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  SSPE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


D-1-2
















 


EXHIBIT D-2

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF OFFICER’S CERTIFICATE AS TO SOLVENCY


 


SSPE INVESTMENT TRUST I


 


Reference is made to (i) that
certain Sourcing and Servicing Agreement (as amended, modified, supplemented or
restated from time to time, the “Sourcing and Servicing
Agreement”), dated as of August 15, 2008, by and between
FCC Finance, LLC, as the sourcer and servicer thereunder, and SSPE Investment
Trust I, as the owner thereunder and (ii) that certain Second Amended and
Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such capacity,
the “Originator”) and as a guarantor (in
such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Trust Borrower, hereby certifies to the
Secured Parties, and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


Both before and immediately
after giving effect to (a) the transactions contemplated by the Sourcing
and Servicing Agreement, the Revolving Credit Agreement and the other
Transaction Documents and (b) the payment and accrual of all transaction
costs in connection with the foregoing, the Trust Borrower is and will be
Solvent.


 


[Remainder of Page Intentionally Left Blank]


 


D-2-1

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  SSPE, INVESTMENT TRUST I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National
  Association, not in its individual capacity but solely as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-2-2

















 


EXHIBIT D-3

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF OFFICER’S CERTIFICATE AS TO SOLVENCY


 


CLST ASSET TRUST II


 


Reference is made to (i) that
certain Purchase Agreement (as amended, modified, supplemented or restated from
time to time, the “Purchase Agreement”),
dated as of December 10, 2008, by and among CLST Asset Trust II, SSPE
Investment Trust I and SSPE, LLC and (ii) that certain Second Amended and
Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such capacity,
the “Originator”) and as a guarantor (in
such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC Borrower”), SSPE
Investment Trust I, as a borrower (in such capacity, the “Trust
Borrower”), CLST Asset Trust II, as a borrower (in such
capacity, the “Trust II Borrower” and,
together with the LLC Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Trust II Borrower, hereby certifies to the
Secured Parties, and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


Both before and immediately
after giving effect to (a) the transactions contemplated by the Purchase
Agreement, the Revolving Credit Agreement and the other Transaction Documents
and (b) the payment and accrual of all transaction costs in connection
with the foregoing, the Trust II Borrower is and will be Solvent.


 


[Remainder of Page Intentionally Left Blank]


 


D-3-1

















 


IN WITNESS
WHEREOF, I have signed and delivered this Officer’s Certificate as of the
Effective Date.


 


	
   

  	
  CLST ASSET TRUST II

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National
  Association, not in its individual capacity but solely as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-3-2

















 


EXHIBIT D-4

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF OFFICER’S CERTIFICATE AS TO SOLVENCY


 


SUMMIT ALTERNATIVE INVESTMENTS, LLC


 


Reference is made to (i) that
certain Purchase and Contribution Agreement (as amended, modified, supplemented
or restated from time to time, the “Sale Agreement”),
dated as of September 28, 2007, by and between Summit Consumer Receivables
Fund, L.P. as the seller thereunder, and SSPE, LLC, as the buyer thereunder and
(ii) that certain Second Amended and Restated Revolving Credit Agreement,
dated as of December 10, 2008 (as amended, modified, supplemented or
restated from time to time, the “Revolving Credit Agreement”),
by and among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II Borrower” and,
together with the LLC Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Servicer, hereby certifies to the Secured
Parties, and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


Both before and immediately
after giving effect to (a) the transactions contemplated by the Sale
Agreement, the Revolving Credit Agreement and the other Transaction Documents
and (b) the payment and accrual of all transaction costs in connection
with the foregoing, the Servicer is and will be Solvent.


 


[Remainder of Page Intentionally Left Blank]


 


D-4-1

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  SUMMIT ALTERNATIVE INVESTMENTS,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff &
  Associates, Inc.,

  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


D-4-2

















 


EXHIBIT D-5

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF OFFICER’S CERTIFICATE AS TO SOLVENCY


 


SUMMIT CONSUMER RECEIVABLES FUND, L.P.


 


Reference is made to (i) that
certain Purchase and Contribution Agreement (as amended, modified, supplemented
or restated from time to time, the “Sale Agreement”),
dated as of September 28, 2007, by and between Summit Consumer Receivables
Fund, L.P. as the seller thereunder, and SSPE, LLC, as the buyer thereunder and
(ii) that certain Second Amended and Restated Revolving Credit Agreement,
dated as of December 10, 2008 (as amended, modified, supplemented or
restated from time to time, the “Revolving Credit Agreement”),
by and among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC
Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J.
Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Originator, hereby certifies to the Secured
Parties, and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


Both before and immediately
after giving effect to (a) the transactions contemplated by the Sale
Agreement, the Revolving Credit Agreement and the other Transaction Documents
and (b) the payment and accrual of all transaction costs in connection
with the foregoing, the Originator is and will be Solvent.


 


[Remainder of Page Intentionally Left Blank]


 


D-5-1

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  SUMMIT CONSUMER RECEIVABLES
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Summit Alternative
  Investments, LLC,

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff &
  Associates, Inc.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


D-5-2
















 


EXHIBIT E-1


To Second Amended and Restated


Revolving Credit Agreement


 


FORM OF
OFFICER’S CLOSING CERTIFICATE


 


SSPE,
LLC


 


Reference is made to (i) that
certain Purchase and Contribution Agreement (as amended, modified, supplemented
or restated from time to time, the “Sale Agreement”),
dated as of September 28, 2007, by and between Summit Consumer Receivables
Fund, L.P. as the seller thereunder, and SSPE, LLC, as the buyer thereunder and
(ii) that certain Second Amended and Restated Revolving Credit Agreement,
dated as of December 10, 2008 (as amended, modified, supplemented or
restated from time to time, the “Revolving Credit Agreement”),
by and among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a guarantor
(in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”) and as the
administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the LLC Borrower, hereby certifies to the
Secured Parties and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


1.                                       Each of the
representations and warranties of the LLC Borrower contained in the Transaction
Documents are true, complete and correct in all material respects on and as of
the Effective Date as though made on and as of such date (other than any
representation and warranty that is made as of a specific date), and to the LLC
Borrower’s knowledge no event has occurred and is continuing, or would result
from the transactions effected pursuant thereto as of the Effective Date, that
constitutes or would constitute an Event of Default or an Unmatured Event of
Default.


 


2.                                       Except as
otherwise indicated on a schedule to a Transaction Document, or as otherwise
consented to by the Secured Parties, the LLC Borrower has delivered to the
Administrative Agent true, complete and correct copies of all documents
required to be delivered by it to the Administrative Agent pursuant to the
Transaction Documents, all such documents are true, complete and correct in all
material respects on and as of the Effective Date, and each and every other
condition to the closing of the transactions contemplated by the Transaction
Documents (including without limitation the conditions and requirements set
forth in Article III 


 


E-1-1

















 


of
the Revolving Credit Agreement and Article III of the Sale Agreement) has
been performed or waived by the Administrative Agent.


 


3.                                       No Liens have
arisen or been granted with respect to the Collateral other than Permitted
Liens.


 


4.                                       The LLC
Borrower’s Federal Employer Identification Number is 26-0427359.


 


[Remainder of Page Intentionally
Left Blank]


 


E-1-2

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s Certificate
as of the Effective Date.


 


	
   

  	
  SSPE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  



 


E-1-3

















 


EXHIBIT E-2


To Second Amended and Restated


Revolving Credit Agreement


 


FORM OF
OFFICER’S CLOSING CERTIFICATE


 


SSPE
INVESTMENT TRUST I


 


Reference is made to (i) that
certain Sourcing and Servicing Agreement (as amended, modified, supplemented or
restated from time to time, the “Sourcing and Servicing
Agreement”), dated as of August 15, 2008, by and between
FCC Finance, LLC, as the sourcer and servicer thereunder, and SSPE Investment
Trust I, as the owner thereunder and (ii) that certain Second Amended and
Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC Borrower”), SSPE
Investment Trust I, as a borrower (in such capacity, the “Trust
Borrower”), CLST Asset Trust II, as a borrower (in such
capacity, the “Trust II Borrower” and,
together with the LLC Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Trust Borrower, hereby certifies to the
Secured Parties and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


1.                                       Each of the
representations and warranties of the Trust Borrower contained in the
Transaction Documents are true, complete and correct in all material respects
on and as of the Effective Date as though made on and as of such date (other
than any representation and warranty that is made as of a specific date), and
to the Trust Borrower’s knowledge no event has occurred and is continuing, or
would result from the transactions effected pursuant thereto as of the
Effective Date, that constitutes or would constitute an Event of Default or an
Unmatured Event of Default.


 


2.                                       Except as
otherwise indicated on a schedule to a Transaction Document, or as otherwise
consented to by the Secured Parties, the Trust Borrower has delivered to the
Administrative Agent true, complete and correct copies of all documents
required to be delivered by it to the Administrative Agent pursuant to the
Transaction Documents, all such documents are true, complete and correct in all
material respects on and as of the Effective Date, and each and every other
condition to the closing of the transactions contemplated by the Transaction 


 


E-2-1

















 


Documents
(including without limitation the conditions and requirements set forth in Article III
of the Revolving Credit Agreement) has been performed or waived by the
Administrative Agent.


 


3.                                       No Liens have
arisen or been granted with respect to the Collateral other than Permitted
Liens.


 


4.                                       The Trust
Borrower’s Federal Employer Identification Number is 26-0427359.


 


[Remainder of Page Intentionally Left Blank]


 


E-2-2

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  SSPE INVESTMENT TRUST I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National
  Association, not in its individual capacity but solely as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-2-3

















 


EXHIBIT E-3


To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF
OFFICER’S CLOSING CERTIFICATE


 


CLST
ASSET TRUST II


 


Reference is made to (i) that
certain Purchase Agreement (as amended, modified, supplemented or restated from
time to time, the “Purchase Agreement”),
dated as of December 10, 2008, by and among CLST Asset Trust II. SSPE
Investment Trust I and SSPE, LLC and (ii) that certain Second Amended and
Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Trust II Borrower, hereby certifies to the
Secured Parties and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


1.                                       Each of the
representations and warranties of the Trust II Borrower contained in the
Transaction Documents are true, complete and correct in all material respects
on and as of the Effective Date as though made on and as of such date (other
than any representation and warranty that is made as of a specific date), and
to the Trust II Borrower’s knowledge no event has occurred and is continuing,
or would result from the transactions effected pursuant thereto as of the
Effective Date, that constitutes or would constitute an Event of Default or an
Unmatured Event of Default.


 


2.                                       Except as otherwise
indicated on a schedule to a Transaction Document, or as otherwise consented to
by the Secured Parties, the Trust II Borrower has delivered to the
Administrative Agent true, complete and correct copies of all documents
required to be delivered by it to the Administrative Agent pursuant to the
Transaction Documents, all such documents are true, complete and correct in all
material respects on and as of the Effective Date, and each and every other
condition to the closing of the transactions contemplated by the Transaction 


 


E-3-1

















 


Documents
(including without limitation the conditions and requirements set forth in Article III
of the Revolving Credit Agreement) has been performed or waived by the Administrative
Agent.


 


3.                                       No Liens have
arisen or been granted with respect to the Collateral other than Permitted
Liens.


 


4.                                       The Trust II
Borrower’s Federal Employer Identification Number is 26-6668318.


 


[Remainder of Page Intentionally
Left Blank]


 


E-3-2

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  CLST ASSET TRUST II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National
  Association, not in its individual capacity but solely as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-3-3
















 


EXHIBIT E-4

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF OFFICER’S CLOSING CERTIFICATE


 


SUMMIT ALTERNATIVE INVESTMENTS, LLC


 


Reference is made to (i) that
certain Purchase and Contribution Agreement (as amended, modified, supplemented
or restated from time to time, the “Sale Agreement”),
dated as of September 28, 2007, by and between Summit Consumer Receivables
Fund, L.P. as the seller thereunder, and SSPE, LLC, as the buyer thereunder and
(ii) that certain Second Amended and Restated Revolving Credit Agreement,
dated as of December 10, 2008 (as amended, modified, supplemented or
restated from time to time, the “Revolving Credit Agreement”),
by and among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust .II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Servicer, hereby certifies to the Secured
Parties and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


1.             Each of the representations and warranties of the
Servicer contained in the Transaction Documents are true, complete and correct
in all material respects on and as of the Effective Date as though made on and
as of such date (other than any representation and warranty that is made as of
a specific date), and to Summit Alternative Investments, LLC’s knowledge no
event has occurred and is continuing, or would result from the transactions effected
pursuant thereto as of the Effective Date, that constitutes or would constitute
an Event of Default or an Unmatured Event of Default.


 


2.             Except as otherwise indicated on a schedule to a
Transaction Document or as otherwise consented to by the Secured Parties, the
Servicer has delivered to the Administrative Agent true, complete and correct
copies of all documents required to be delivered by it to the Administrative
Agent pursuant to the Transaction Documents, all such documents are true,
complete and correct in all material respects on and as of the Effective Date,
and each and every other condition to the closing of the transactions
contemplated by the Transaction Documents (including without limitation the
conditions and requirements set forth in Article III of the 


 


E-4-1

















 


Revolving
Credit Agreement and Article III of the Sale Agreement) has been performed
or waived by the Administrative Agent.


 


[Remainder of Page Intentionally Left Blank]


 


E-4-2

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  SUMMIT ALTERNATIVE INVESTMENTS,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff &
  Associates Inc.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


E-4-3
















 


EXHIBIT E-5

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF OFFICER’S CLOSING CERTIFICATE


 


SUMMIT CONSUMER RECEIVABLES FUND, L.P.


 


Reference is made to (i) that
certain Purchase and Contribution Agreement (as amended, modified, supplemented
or restated from time to time, the “Sale Agreement”),
dated as of September 28, 2007, by and between Summit Consumer Receivables
Fund, L.P. as the seller thereunder, and SSPE, LLC, as the buyer thereunder and
(ii) that certain Second Amended and Restated Revolving Credit Agreement,
dated as of December 10, 2008 (as amended, modified, supplemented or
restated from time to time, the “Revolving Credit Agreement”),
by and among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II Borrower” and,
together with the LLC Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”). Capitalized
terms used but not defined herein shall have the meanings provided in the
Revolving Credit Agreement.


 


The undersigned, a duly
elected Responsible Officer of the Originator, hereby certifies to the Secured
Parties and their respective successors and assigns, as of December 10,
2008 (the “Effective Date”), as follows:


 


1.             Each of the representations and warranties of the
Originator contained in the Transaction Documents are true, complete and
correct in all material respects on and as of the Effective Date as though made
on and as of such date (and shall be deemed to have been made as of such date),
and to Summit Consumer Receivables Fund, L.P.’s knowledge no event has occurred
and is continuing, or would result from the transactions effected pursuant
thereto as of the Effective Date, that constitutes or would constitute an Event
of Default or an Unmatured Event of Default.


 


2.             Except as otherwise indicated on a schedule to a
Transaction Document or as otherwise consented to by the Secured Parties, the
Originator has delivered to the Administrative Agent true, complete and correct
copies of all documents required to be delivered by it to the Administrative
Agent pursuant to the Transaction Documents, all such documents are true,
complete and correct in all material respects on and as of the Effective Date,
and each and every other condition to the closing of the transactions
contemplated by the Transaction Documents (including without limitation the
conditions and requirements set forth in Article III of the 


 


E-5-1

















 


Revolving
Credit Agreement and Article III of the Sale Agreement) has been performed
or waived by the Administrative Agent.


 


[Remainder of Page Intentionally Left Blank]


 


E-5-2

















 


IN
WITNESS WHEREOF, I have signed and delivered this Officer’s
Certificate as of the Effective Date.


 


	
   

  	
  SUMMIT CONSUMER RECEIVABLES
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Summit Alternative
  Investments, LLC,

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Gangloff &
  Associates, Inc.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


E-5-3

















 


EXHIBIT F-1

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF POWER OF ATTORNEY


 


SSPE, LLC


 


This power of attorney (“Power of Attorney”) is executed and
delivered as of December 10, 2008 (the “Effective
Date”) by SSPE, LLC, as the LLC Borrower under the Revolving
Credit Agreement (each as defined below), to Fortress Credit Corp., as the
Administrative Agent under the Revolving Credit Agreement (in such capacity,
the “Attorney”), pursuant to Section 3.1(e) of
that certain Second Amended and Restated Revolving Credit Agreement, dated as
of December 10, 2008 (as amended, modified, supplemented or restated from
time to time, the “Revolving Credit Agreement”),
by and among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust Borrower,
the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


No person to whom this Power
of Attorney is presented, as authority for the Attorney to take any action or
actions contemplated hereby, shall inquire into or seek confirmation from the
LLC Borrower as to the authority of the Attorney to take any action described
below, or as to the existence of or fulfillment of any condition to this Power
of Attorney, which is intended to grant to the Attorney unconditionally
(subject to the requirements and limitations below) the authority to take and
perform the actions contemplated herein, and the LLC Borrower irrevocably
waives any right to commence any suit or action, in law or equity, against any
person or entity that acts in reliance upon or acknowledges the authority
granted under this Power of Attorney. The power of attorney granted hereby is
coupled with an interest and may not be revoked or canceled by the LLC Borrower
until all obligations of the Borrowers under the Transaction Documents have
been paid in full (or otherwise satisfied to the satisfaction of the
Administrative Agent and each Lender) and the Attorney has provided its written
consent thereto (which consent shall not be unreasonably withheld or delayed).


 


Upon the occurrence of an
Event of Default (unless waived in writing by the Required Lenders), the LLC
Borrower hereby irrevocably constitutes and appoints the Attorney (and all
officers, employees or agents designated by the Attorney), solely in connection
with the enforcement of the rights and remedies of the Secured Parties under
the Revolving Credit 


 


F-1-1

















 


Agreement
and in connection with notifying Obligors of the Secured Parties’ interest in
the Collateral pursuant to Section 5.1(j) of the Revolving Credit
Agreement, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the LLC Borrower’s
place and stead and at the LLC Borrower’s expense and in the LLC Borrower’s
name or in the Attorney’s own name, from time to time in the Attorney’s
discretion, to take any and all appropriate action and to execute and deliver
any and all documents and instruments that may be necessary or desirable to
accomplish the purposes of the Revolving Credit Agreement and the other
Transaction Documents, and, without limiting the generality of the foregoing,
hereby grants to the Attorney the power and right, on its behalf, without
notice to or assent by it, to do the following in connection therewith: (a) open
mail for the LLC Borrower, and ask, demand, collect, give acquittances and
receipts for, take possession of, or endorse and receive payment of, any
checks, drafts, notes, acceptances, or other instruments for the payment of
moneys due in respect of the Collateral; (b) to the extent related to the
Collateral and the transactions contemplated by the Transaction Documents, pay
or discharge any taxes, Liens, or other encumbrances levied or placed on or
threatened against the LLC Borrower or the Collateral; (c) to the extent
related to the Collateral and the transactions contemplated by the Transaction
Documents, defend any suit, action or proceeding brought against the LLC
Borrower if the LLC Borrower does not defend such suit, action or proceeding or
if the Attorney reasonably believes that it is not pursuing such defense in a
manner that will maximize the recovery to the Attorney, and settle, compromise
or adjust any suit, action, or proceeding described above and, in connection
therewith, give such discharges or releases as the Attorney may deem
appropriate; (d) file or prosecute any claim, litigation, suit or
proceeding in any court of competent jurisdiction or before any arbitrator, or
take any other action otherwise deemed appropriate by the Attorney for the
purpose of collecting any and all such moneys due in respect of the Collateral
to the LLC Borrower whenever payable and to enforce any other right in respect
of the Collateral; (e) sell, transfer, pledge, make any agreement with
respect to, or otherwise deal with the Collateral, and execute, in connection
with such sale or action, any endorsements, assignments or other instruments of
conveyance or transfer in connection therewith; (f) to give any necessary
receipts or acquittances for amounts collected or received under the Revolving
Credit Agreement; (g) to make all necessary transfers of the Collateral in
connection with any such sale or other disposition made pursuant to the
Revolving Credit Agreement; (h) to execute and deliver for value all
necessary or appropriate bills of sale, assignments and other instruments in
connection with any such sale or other disposition of the Collateral, the LLC
Borrower hereby ratifying and confirming all that such the Attorney (or any
substitute) shall lawfully do or cause to be done hereunder and pursuant
hereto; (i) to send such notification forms as the Attorney deems
appropriate to give notice to Obligors of the Secured Parties’ interest in the
Collateral; (j) to sign any agreements, orders or other documents in
connection with or pursuant to any Transaction Document, in each case to the
extent permitted under the Revolving Credit Agreement; and (k) to cause
the certified public accountants then engaged by the LLC Borrower to prepare
and deliver to the Attorney at any time and from time to time, promptly upon
the Attorney’s request, any reports required to be prepared by or on behalf of
the LLC Borrower under the Transaction Documents, all as though the Attorney
were the absolute owner of the Collateral for all purposes, and to do, at the
Attorney’s option and the LLC Borrower’s expense, at any time or from time to
time, all acts and other things that the Attorney reasonably deems necessary to
perfect, preserve or realize upon the Collateral and the Liens of the
Administrative Agent as agent for the Secured Parties thereon (including
without limitation the filing of UCC 


 


F-1-2

















 


financing
statements and continuation statements), all as fully and effectively as the
LLC Borrower might do. The LLC Borrower hereby ratifies, to the extent
permitted by law, all that said attorneys shall lawfully do or cause to be done
by virtue hereof.


 


[Remainder of Page Left Intentionally Blank]


 


F-1-3

















 


IN
WITNESS WHEREOF, this Power of Attorney is executed by SSPE, LLC as
of the Effective Date.


 


	
   

  	
  SSPE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


F-1-4

















 


EXHIBIT F-2

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF POWER OF ATTORNEY


 


SSPE INVESTMENT TRUST I


 


This power of attorney (“Power of Attorney”) is executed and
delivered as of December 10, 2008 (the “Effective
Date”) by SSPE Investment Trust I, as the Trust Borrower under
the Revolving Credit Agreement (each as defined below), to Fortress Credit
Corp., as the Administrative Agent under the Revolving Credit Agreement (in
such capacity, the “Attorney”),
pursuant to Section 3.1(e) of that certain Second Amended and
Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a guarantor (in such capacity, a “Guarantor”), SSPE, LLC, as a
borrower (in such capacity, the “LLC Borrower”),
SSPE Investment Trust I, as a borrower (in such capacity, the “Trust Borrower”), CLST Asset Trust
II, as a borrower (in such capacity, the “Trust II Borrower”
and, together with the LLC Borrower and the Trust Borrower, the “Borrowers”), Summit Alternative
Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”), Lyon Financial Services, Inc.
(d/b/a U.S. Bank Portfolio Services), as the backup servicer (in such capacity,
the “Backup Servicer”), and U.S. Bank
National Association, as the collateral custodian (in such capacity, the “Collateral Custodian”). Capitalized
terms used but not defined herein shall have the meanings provided in the
Revolving Credit Agreement.


 


No person to whom this Power
of Attorney is presented, as authority for the Attorney to take any action or
actions contemplated hereby, shall inquire into or seek confirmation from the
Trust Borrower as to the authority of the Attorney to take any action described
below, or as to the existence of or fulfillment of any condition to this Power
of Attorney, which is intended to grant to the Attorney unconditionally (subject
to the requirements and limitations below) the authority to take and perform
the actions contemplated herein, and the Trust Borrower irrevocably waives any
right to commence any suit or action, in law or equity, against any person or
entity that acts in reliance upon or acknowledges the authority granted under
this Power of Attorney. The power of attorney granted hereby is coupled with an
interest and may not be revoked or canceled by the Trust Borrower until all
obligations of the Borrowers under the Transaction Documents have been paid in
full (or otherwise satisfied to the satisfaction of the Administrative Agent
and each Lender) and the Attorney has provided its written consent thereto
(which consent shall not be unreasonably withheld or delayed).


 


Upon the occurrence of an
Event of Default (unless waived in writing by the Required Lenders), the Trust
Borrower hereby irrevocably constitutes and appoints the Attorney (and all
officers, employees or agents designated by the Attorney), solely in connection
with the enforcement of the rights and remedies of the Secured Parties under
the Revolving Credit 


 


F-2-1

















 


Agreement
and in connection with notifying Obligors of the Secured Parties’ interest in
the Collateral pursuant to Section 5.1(j) of the Revolving Credit
Agreement, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the Trust
Borrower’s place and stead and at the Trust Borrower’s expense and in the Trust
Borrower’s name or in the Attorney’s own name, from time to time in the
Attorney’s discretion, to take any and all appropriate action and to execute
and deliver any and all documents and instruments that may be necessary or
desirable to accomplish the purposes of the Revolving Credit Agreement and the
other Transaction Documents, and, without limiting the generality of the
foregoing, hereby grants to the Attorney the power and right, on its behalf,
without notice to or assent by it, to do the following in connection therewith:
(a) open mail for the Trust Borrower, and ask, demand, collect, give
acquittances and receipts for, take possession of, or endorse and receive
payment of, any checks, drafts, notes, acceptances, or other instruments for
the payment of moneys due in respect of the Collateral; (b) to the extent
related to the Collateral and the transactions contemplated by the Transaction
Documents, pay or discharge any taxes, Liens, or other encumbrances levied or
placed on or threatened against the Trust Borrower or the Collateral; (c) to
the extent related to the Collateral and the transactions contemplated by the
Transaction Documents, defend any suit, action or proceeding brought against
the Trust Borrower if the Trust Borrower does not defend such suit, action or
proceeding or if the Attorney reasonably believes that it is not pursuing such
defense in a manner that will maximize the recovery to the Attorney, and
settle, compromise or adjust any suit, action, or proceeding described above
and, in connection therewith, give such discharges or releases as the Attorney
may deem appropriate; (d) file or prosecute any claim, litigation, suit or
proceeding in any court of competent jurisdiction or before any arbitrator, or
take any other action otherwise deemed appropriate by the Attorney for the
purpose of collecting any and all such moneys due in respect of the Collateral
to the Trust Borrower whenever payable and to enforce any other right in
respect of the Collateral; (e) sell, transfer, pledge, make any agreement
with respect to, or otherwise deal with the Collateral, and execute, in
connection with such sale or action, any endorsements, assignments or other
instruments of conveyance or transfer in connection therewith; (f) to give
any necessary receipts or acquittances for amounts collected or received under
the Revolving Credit Agreement; (g) to make all necessary transfers of the
Collateral in connection with any such sale or other disposition made pursuant
to the Revolving Credit Agreement; (h) to execute and deliver for value
all necessary or appropriate bills of sale, assignments and other instruments
in connection with any such sale or other disposition of the Collateral, the
Trust Borrower hereby ratifying and confirming all that such the Attorney (or
any substitute) shall lawfully do or cause to be done hereunder and pursuant
hereto; (i) to send such notification forms as the Attorney deems
appropriate to give notice to Obligors of the Secured Parties’ interest in the
Collateral; (j) to sign any agreements, orders or other documents in
connection with or pursuant to any Transaction Document, in each case to the
extent permitted under the Revolving Credit Agreement; and (k) to cause
the certified public accountants then engaged by the Trust Borrower to prepare
and deliver to the Attorney at any time and from time to time, promptly upon
the Attorney’s request, any reports required to be prepared by or on behalf of
the Trust Borrower under the Transaction Documents, all as though the Attorney
were the absolute owner of the Collateral for all purposes, and to do, at the
Attorney’s option and the Trust Borrower’s expense, at any time or from time to
time, all acts and other things that the Attorney reasonably deems necessary to
perfect, preserve or realize upon the Collateral and the Liens of the
Administrative Agent as agent for the Secured Parties thereon (including
without 


 


F-2-2

















 


limitation
the filing of UCC financing statements and continuation statements), all as
fully and effectively as the Trust Borrower might do. The Trust Borrower hereby
ratifies, to the extent permitted by law, all that said attorneys shall
lawfully do or cause to be done by virtue hereof.


 


[Remainder of Page Left Intentionally Blank]


 


F-2-3

















 


IN
WITNESS WHEREOF, this Power of Attorney is executed by SSPE
Investment Trust I as of the Effective Date.


 


	
   

  	
  SSPE INVESTMENT TRUST I

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. Bank Trust National
  Association, not in its individual capacity but solely as statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


F-2-4
















 


EXHIBIT F-3

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF POWER OF ATTORNEY


 


CLST ASSET TRUST II


 


This power of attorney (“Power of Attorney”) is executed and
delivered as of December 10, 2008 (the “Effective
Date”) by CLST Asset Trust II, as the Trust II Borrower under
the Revolving Credit Agreement (each as defined below), to Fortress Credit
Corp., as the Administrative Agent under the Revolving Credit Agreement (in
such capacity, the “Attorney”),
pursuant to Section 3.1(e) of that certain Second Amended and
Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


No person to whom this Power
of Attorney is presented, as authority for the Attorney to take any action or
actions contemplated hereby, shall inquire into or seek confirmation from the
Trust II Borrower as to the authority of the Attorney to take any action
described below, or as to the existence of or fulfillment of any condition to
this Power of Attorney, which is intended to grant to the Attorney
unconditionally (subject to the requirements and limitations below) the
authority to take and perform the actions contemplated herein, and the Trust II
Borrower irrevocably waives any right to commence any suit or action, in law or
equity, against any person or entity that acts in reliance upon or acknowledges
the authority granted under this Power of Attorney. The power of attorney
granted hereby is coupled with an interest and may not be revoked or canceled
by the Trust II Borrower until all obligations of the Borrowers under the
Transaction Documents have been paid in full (or otherwise satisfied to the
satisfaction of the Administrative Agent and each Lender) and the Attorney has
provided its written consent thereto (which consent shall not be unreasonably
withheld or delayed).


 


Upon the occurrence of an
Event of Default (unless waived in writing by the Required Lenders), the Trust
II Borrower hereby irrevocably constitutes and appoints the Attorney (and all
officers, employees or agents designated by the Attorney), solely in connection
with the enforcement of the rights and remedies of the Secured Parties under
the Revolving Credit 


 


F-3-1

















 


Agreement
and in connection with notifying Obligors of the Secured Parties’ interest in
the Collateral pursuant to Section 5.1(j) of the Revolving Credit
Agreement, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the Trust II
Borrower’s place and stead and at the Trust II Borrower’s expense and in the
Trust II Borrower’s name or in the Attorney’s own name, from time to time in
the Attorney’s discretion, to take any and all appropriate action and to
execute and deliver any and all documents and instruments that may be necessary
or desirable to accomplish the purposes of the Revolving Credit Agreement and
the other Transaction Documents, and, without limiting the generality of the
foregoing, hereby grants to the Attorney the power and right, on its behalf,
without notice to or assent by it, to do the following in connection therewith:
(a) open mail for the Trust II Borrower, and ask, demand, collect, give
acquittances and receipts for, take possession of, or endorse and receive
payment of, any checks, drafts, notes, acceptances, or other instruments for
the payment of moneys due in respect of the Collateral; (b) to the extent
related to the Collateral and the transactions contemplated by the Transaction
Documents, pay or discharge any taxes, Liens, or other encumbrances levied or
placed on or threatened against the Trust II Borrower or the Collateral; (c) to
the extent related to the Collateral and the transactions contemplated by the
Transaction Documents, defend any suit, action or proceeding brought against
the Trust II Borrower if the Trust II Borrower does not defend such suit,
action or proceeding or if the Attorney reasonably believes that it is not
pursuing such defense in a manner that will maximize the recovery to the
Attorney, and settle, compromise or adjust any suit, action, or proceeding
described above and, in connection therewith, give such discharges or releases
as the Attorney may deem appropriate; (d) file or prosecute any claim,
litigation, suit or proceeding in any court of competent jurisdiction or before
any arbitrator, or take any other action otherwise deemed appropriate by the
Attorney for the purpose of collecting any and all such moneys due in respect
of the Collateral to the Trust II Borrower whenever payable and to enforce any
other right in respect of the Collateral; (e) sell, transfer, pledge, make
any agreement with respect to, or otherwise deal with the Collateral, and
execute, in connection with such sale or action, any endorsements, assignments
or other instruments of conveyance or transfer in connection therewith; (f) to
give any necessary receipts or acquittances for amounts collected or received
under the Revolving Credit Agreement; (g) to make all necessary transfers
of the Collateral in connection with any such sale or other disposition made
pursuant to the Revolving Credit Agreement; (h) to execute and deliver for
value all necessary or appropriate bills of sale, assignments and other
instruments in connection with any such sale or other disposition of the
Collateral, the Trust II Borrower hereby ratifying and confirming all that such
the Attorney (or any substitute) shall lawfully do or cause to be done
hereunder and pursuant hereto; (i) to send such notification forms as the
Attorney deems appropriate to give notice to Obligors of the Secured Parties’
interest in the Collateral; (j) to sign any agreements, orders or other
documents in connection with or pursuant to any Transaction Document, in each
case to the extent permitted under the Revolving Credit Agreement; and (k) to
cause the certified public accountants then engaged by the Trust II Borrower to
prepare and deliver to the Attorney at any time and from time to time, promptly
upon the Attorney’s request, any reports required to be prepared by or on
behalf of the Trust II Borrower under the Transaction Documents, all as though
the Attorney were the absolute owner of the Collateral for all purposes, and to
do, at the Attorney’s option and the Trust II Borrower’s expense, at any time
or from time to time, all acts and other things that the Attorney reasonably
deems necessary to perfect, preserve or realize upon the Collateral and the
Liens of the Administrative Agent as agent for the Secured Parties thereon
(including without 


 


F-3-2

















 


limitation
the filing of UCC financing statements and continuation statements), all as
fully and effectively as the Trust II Borrower might do. The Trust II Borrower
hereby ratifies, to the extent permitted by law, all that said attorneys shall
lawfully do or cause to be done by virtue hereof.


 


[Remainder of Page Left Intentionally Blank]


 


F-3-3

















 


IN
WITNESS WHEREOF, this Power of Attorney is executed by CLST Asset
Trust II as of the Effective Date.


 


	
   

  	
  CLST
  ASSET TRUST II

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


F-3-4

















 


EXHIBIT F-4

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF POWER OF ATTORNEY

SUMMIT ALTERNATIVE INVESTMENTS, LLC


 


This power of attorney (“Power of Attorney”) is executed and
delivered as of December 10, 2008 (the “Effective
Date”) by Summit Alternative Investments, LLC, as the Servicer
under the Revolving Credit Agreement (each as defined below), to Fortress
Credit Corp., as the Administrative Agent under the Revolving Credit Agreement
(in such capacity, the “Attorney”),
pursuant to Section 3.1(e) of that certain Second Amended and
Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”), Lyon Financial Services, Inc.
(d/b/a U.S. Bank Portfolio Services), as the backup servicer (in such capacity,
the “Backup Servicer”), and U.S. Bank
National Association, as the collateral custodian (in such capacity, the “Collateral Custodian”). Capitalized
terms used but not defined herein shall have the meanings provided in the
Revolving Credit Agreement.


 


No person to whom this Power
of Attorney is presented, as authority for the Attorney to take any action or
actions contemplated hereby, shall inquire into or seek confirmation from the
Servicer as to the authority of the Attorney to take any action described
below, or as to the existence of or fulfillment of any condition to this Power
of Attorney, which is intended to grant to the Attorney unconditionally
(subject to the requirements and limitations below) the authority to take and
perform the actions contemplated herein, and the Servicer irrevocably waives
any right to commence any suit or action, in law or equity, against any person
or entity that acts in reliance upon or acknowledges the authority granted
under this Power of Attorney. The power of attorney granted hereby is coupled
with an interest and may not be revoked or canceled by the Servicer until all
obligations of the Borrowers under the Transaction Documents have been paid in
full (or otherwise satisfied to the satisfaction of the Administrative Agent
and each Lender) and the Attorney has provided its written consent thereto
(which consent shall not be unreasonably withheld or delayed).


 


Upon the occurrence of an
Event of Default or a Servicer Default (unless waived in writing by the
Required Lenders), the Servicer hereby irrevocably constitutes and appoints the
Attorney (and all officers, employees or agents designated by the Attorney),
solely in connection with the enforcement of the rights and remedies of the
Secured Parties under the Revolving Credit Agreement and in connection with
notifying Obligors of the Secured Parties’ interest in 


 


F-4-1

















 


the
Collateral pursuant to Section 5.1(j) of the Revolving Credit
Agreement, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the Servicer’s
place and stead and at the Servicer’s expense and in the Servicer’s name or in
the Attorney’s own name, from time to time in the Attorney’s discretion, to
take any and all appropriate action and to execute and deliver any and all
documents and instruments that may be necessary or desirable to exercise the
rights of the Servicer under the Revolving Credit Agreement and the other
Transaction Documents, and, without limiting the generality of the foregoing,
hereby grants to the Attorney the power and right, on its behalf, without
notice to or assent by it, to do the following in connection therewith: (a) open
mail for the Servicer, and ask, demand, collect, give acquittances and receipts
for, take possession of, or endorse and receive payment of, any checks, drafts,
notes, acceptances, or other instruments for the payment of moneys due in
respect of the Collateral; (b) to the extent related to the Collateral and
the transactions contemplated by the Transaction Documents, pay or discharge
any taxes, Liens, or other encumbrances levied or placed on or threatened
against the Collateral; (c) to the extent related to the Collateral and
the transactions contemplated by the Transaction Documents, defend any suit,
action or proceeding brought against the Servicer with respect to the
Collateral if the Servicer does not defend such suit, action or proceeding or
if the Attorney reasonably believes that it is not pursuing such defense in a
manner that will maximize the recovery to the Attorney with respect to the
Collateral, and settle, compromise or adjust any suit, action, or proceeding
described above and, in connection therewith, give such discharges or releases
as the Attorney may deem appropriate; (d) file or prosecute any claim,
litigation, suit or proceeding in any court of competent jurisdiction or before
any arbitrator, or take any other action otherwise deemed appropriate by the
Attorney for the purpose of collecting any and all such moneys due in respect
of the Collateral to the Servicer with respect to the Collateral whenever
payable and to enforce any other right in respect of the Collateral; (e) sell,
transfer, pledge, make any agreement with respect to, or otherwise deal with
the Collateral, and execute, in connection with such sale or action, any endorsements,
assignments or other instruments of conveyance or transfer in connection
therewith; (f) to give any necessary receipts or acquittances for amounts
collected or received under the Revolving Credit Agreement; (g) to make
all necessary transfers of the Collateral in connection with any such sale or
other disposition made pursuant to the Revolving Credit Agreement; (h) to
execute and deliver for value all necessary or appropriate bills of sale,
assignments and other instruments in connection with any such sale or other
disposition of the Collateral, the Servicer hereby ratifying and confirming all
that such the Attorney (or any substitute) shall lawfully do or cause to be
done hereunder and pursuant hereto; (i) to send such notification forms as
the Attorney deems appropriate to give notice to Obligors of the Secured
Parties’ interest in the Collateral; (j) to sign any agreements, orders or
other documents in connection with or pursuant to any Transaction Document, in
each case to the extent permitted under the Revolving Credit Agreement; and (k) to
cause the certified public accountants then engaged by the Servicer to prepare
and deliver to the Attorney at any time and from time to time, promptly upon
the Attorney’s request, any reports required to be prepared by or on behalf of
the Servicer under the Transaction Documents, all as though the Attorney were
the absolute owner of the Collateral for all purposes, and to do, at the
Attorney’s option and the Servicer’s expense, at any time or from time to time,
all acts and other things that the Attorney reasonably deems necessary to
perfect, preserve or realize upon the Collateral and the Liens of the
Administrative Agent as agent for the Secured Parties thereon (including
without limitation the filing of UCC financing statements and continuation
statements), all as fully and effectively as the Servicer 


 


F-4-2

















 


might
do. The Servicer hereby ratifies, to the extent permitted by law, all that said
attorneys shall lawfully do or cause to be done by virtue hereof.


 


[Remainder of Page Left Intentionally Blank]


 


F-4-3

















 


IN
WITNESS WHEREOF, this Power of Attorney is executed by Summit
Alternative Investments, LLC as of the Effective Date.


 


	
   

  	
  SUMMIT
  ALTERNATIVE INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Gangloff &
  Associates Inc.

  
	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


F-4-4

















 


EXHIBIT G

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF RELEASE OF REQUIRED RECEIVABLE FILE


 


[Delivery
Date]


 


BY
FACSIMILE: (651) 695-6102


U.S.
Bank National Association


1133
Rankin Street, Suite 100


St.
Paul, Minnesota 55116


Attention:
Saah Kemayah


Ref:
Summit Alternative Investments, LLC/Fortress Credit Corp.


 


	
  Re:

  	
   

  	
  Second
  Amended and Restated Revolving Credit Agreement, dated as of
  December 10, 2008 (as amended, modified, supplemented or restated from
  time to time, the “Revolving Credit
  Agreement”), by and among Summit Consumer Receivables Fund,
  L.P., as the originator (in such capacity, the “Originator”)
  and as a guarantor (in such capacity, a “Guarantor”),
  SSPE, LLC, as a borrower (in such capacity, the “LLC
  Borrower”), SSPE Investment Trust I, as a borrower (in such
  capacity, the “Trust Borrower”),
  CLST Asset Trust II, as a borrower (in such capacity, the “Trust II Borrower” and, together
  with the LLC Borrower and the Trust Borrower, the “Borrowers”),
  Summit Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
  guarantor (in such capacity, a “Guarantor”),
  Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
  and as the administrative agent (the “Administrative Agent”),
  each of the Lenders from time to time party thereto (together with the
  Administrative Agent, the “Secured Parties”),
  Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as
  the backup servicer (in such capacity, the “Backup
  Servicer”), and U.S. Bank National Association, as the
  collateral custodian (in such capacity, the “Collateral
  Custodian”). Capitalized terms used but not defined herein
  shall have the meanings provided in the Revolving Credit Agreement.

  



 


Ladies and Gentlemen:


 


In connection with the
administration of the Required Receivable File held by U.S. Bank National
Association, as the Collateral Custodian on behalf of the Administrative Agent
as agent for the Secured Parties under the Revolving Credit Agreement, we
request the release of the Required Receivable File (or such documents as
specified below) for the Receivables described below, for the reason indicated.


 


Obligor’s Name, Address &
Zip Code:


 


Receivable Identification
Number:


 


Reason for Requesting
Documents (check one)


 


G-1

















 


	
  o

  	
  1.

  	
  Receivable
  paid in full. (The Servicer hereby certifies that all amounts received in
  connection with such Receivable have been credited to the Collection
  Account.)

  
	
   

  	
   

  	
   

  
	
  o

  	
  2.

  	
  Receivable
  liquidated by
                                .
  (The Servicer hereby certifies that all proceeds (net of Liquidation Expenses
  which the Servicer may retain to pay such expenses) of foreclosure, insurance
  or other liquidation have been finally received and credited to the
  Collection Account.)

  
	
   

  	
   

  	
   

  
	
  o

  	
  3.

  	
  Receivable
  in foreclosure.

  
	
   

  	
   

  	
   

  
	
  o

  	
  4.

  	
  Delivered
  in Error.

  
	
   

  	
   

  	
   

  
	
  o

  	
  5.

  	
  Repurchased.

  
	
   

  	
   

  	
   

  
	
  o

  	
  6.

  	
  Termination
  of Revolving Credit Agreement.

  
	
   

  	
   

  	
   

  
	
  o

  	
  7.

  	
  Other.

  



 


 


 


If box 1, 2, 4, 5, 6 or 7 is
checked, and if all or part of the Required Receivable File was previously
released to us, please release to us the Required Receivable File requested in
our previous request and receipt on file with you, as well as any additional
documents in your possession relating to the specified Receivable.


 


If box 3 or 7 above is
checked, we will return all of the above Required Receivable File to you as the
Collateral Custodian (i) promptly upon the request of the Administrative
Agent or (ii) when our need therefor no longer exists.


 


[Remainder of Page Intentionally Left Blank]


 


G-2

















 


	
   

  	
  SUMMIT
  ALTERNATIVE INVESTMENTS, LLC,

  
	
   

  	
  as
  the Servicer

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Gangloff &
  Associates Inc.,

  
	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                              ],

  
	
   

  	
  as
  the [applicable Borrower]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  



 


Consent of Administrative
Agent if required under the Revolving Credit Agreement:


 


 


	
   

  	
  FORTRESS
  CREDIT CORP.,

  
	
   

  	
  as
  the Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  



 


G-3
















 


EXHIBIT H

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF SERVICER’S CERTIFICATE


 


This Servicer’s Certificate
is delivered to the Administrative Agent, the Backup Servicer and the
Collateral Custodian pursuant to the provisions of Section 6.8(b) of
the Second Amended and Restated Revolving Credit Agreement, dated as of December 10,
2008 (as amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative
Agent”), each of the Lenders from time to time party thereto
(together with the Administrative Agent, the “Secured
Parties”), Lyon Financial Services, Inc. (d/b/a U.S. Bank
Portfolio Services), as the backup servicer (in such capacity, the “Backup Servicer”), and U.S. Bank
National Association, as the collateral custodian (in such capacity, the “Collateral Custodian”). This
Servicer’s Certificate relates to the Servicer’s Report set forth on the
attached Schedule A.


 


A.                                   Capitalized
terms used and not otherwise defined herein shall have the meanings provided in
the Revolving Credit Agreement. References herein to certain subsections are
references to the respective subsections of the Revolving Credit Agreement.


 


B.                                     The Servicer is
the Servicer under the Revolving Credit Agreement.


 


C.                                     The undersigned
hereby certifies to the Administrative Agent, on behalf of the Lenders, that,
to its knowledge, as of the date hereof, no Event of Default or Unmatured Event
of Default has occurred.


 


D.                                    The undersigned
hereby certifies to the Administrative Agent, on behalf of the Lenders, that
all of the foregoing information and all of the information set forth on the
attached Schedule A is true, complete and accurate in all material
respects as of the date hereof.


 


[Remainder of Page Intentionally Left Blank]


 


H-1

















 


IN
WITNESS WHEREOF, the undersigned has caused this Servicer’s
Certificate to be duly executed
[                      ]
[      ], 20[    ].


 


	
   

  	
  SUMMIT
  ALTERNATIVE INVESTMENTS, LLC,

  
	
   

  	
  as
  the Servicer

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Gangloff &
  Associates Inc.,

  
	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Eric J. Gangloff

  
	
   

  	
   

  	
  Title: President

  



 


H-2

















 


EXHIBIT I

To Second Amended and Restated

Revolving Credit Agreement


 


JOINDER SUPPLEMENT


 


This JOINDER SUPPLEMENT,
dated as of the date set forth in Item 1 of Schedule I  hereto, among the financial institutions
identified in Item 2 of Schedule I hereto, SSPE, LLC, as a borrower (the “LLC Borrower”), SSPE Investment
Trust I, as a borrower (in such capacity, the “Trust
Borrower”), CLST Asset Trust II, as a borrower (in such
capacity, the “Trust II Borrower” and,
together with the LLC Borrower and the Trust Borrower, the “Borrowers”), the Lender named in
Item 4 of Schedule I hereto (the “Lender”),
and Fortress Credit Corp., as the administrative agent (the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, this Joinder
Supplement is being executed and delivered under Section 13.16 of
the Second Amended and Restated Revolving Credit Agreement, dated as of December 10,
2008 (as amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”), Lyon Financial Services, Inc.
(d/b/a U.S. Bank Portfolio Services), as the backup servicer (in such capacity,
the “Backup Servicer”), and U.S. Bank
National Association, as the collateral custodian (in such capacity, the “Collateral Custodian”). Capitalized
terms used but not defined herein shall have the meanings provided in the
Revolving Credit Agreement; and


 


WHEREAS, the party set forth
in Item 2 of Schedule I hereto (the “Proposed Lender”)
wishes to become a Lender pursuant to the Revolving Credit Agreement;


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


(a)                                  Upon receipt by
the Administrative Agent of an executed counterpart of this Joinder Supplement,
to which is attached a fully completed Schedule I and Schedule II,
each of which has been executed by the Proposed Lender, the Borrowers, and the
Administrative Agent, the Administrative Agent will transmit to the Proposed
Lender and the Borrowers, a Joinder Effective Notice, substantially in the form
of Schedule III to this Joinder Supplement (a “Joinder
Effective Notice”). Such Joinder Effective Notice shall be
executed by the Administrative Agent and shall set forth, inter alia, the date
on which the joinder effected by this Joinder Supplement shall become effective
(the “Joinder Effective Date”). From and
after the Joinder Effective Date, 


 


I-1

















 


the
Proposed Lender shall be a Lender pursuant to the Revolving Credit Agreement
for all purposes thereof.


 


(b)                                 Each of the
parties to this Joinder Supplement agrees and acknowledges that at any time and
from time to time upon the written request of any other party, it will execute
and deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
Joinder Supplement.


 


(c)                                  By executing
and delivering this Joinder Supplement, the Proposed Lender confirms to and
agrees with the Administrative Agent and the existing Lender(s) as
follows: (i) none of the Administrative Agent and the existing Lender(s) makes
any representation or warranty or assumes any responsibility with respect to
any statements, warranties or representations made in or in connection with the
Revolving Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Revolving Credit
Agreement or any other instrument or document furnished pursuant thereto, or
with respect to the applicable Variable Funding Note issued under the Revolving
Credit Agreement, or the Collateral or the financial condition of the
Originator, the Servicer, the Guarantors or the Borrowers, or the performance
or observance by the Originator, the Servicer, the Guarantors or the Borrowers
of any of their respective obligations under the Revolving Credit Agreement,
any other Transaction Document or any other instrument or document furnished
pursuant thereto; (ii) the Proposed Lender confirms that it has received a
copy of such documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Joinder Supplement; (iii) the
Proposed Lender will, independently and without reliance upon the
Administrative Agent or the existing Lender(s) and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Revolving Credit
Agreement; (iv) the Proposed Lender appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Revolving Credit Agreement as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, all in accordance with the Revolving Credit
Agreement; and (v) the Proposed Lender agrees (for the benefit of the
parties hereto and the other Lenders) that it will perform in accordance with
their terms all of the obligations which by the terms of the Revolving Credit
Agreement are required to be performed by it as a Lender.


 


(d)                                 Schedule II hereto sets
forth administrative information with respect to the Proposed Lender.


 


(e)                                  This Joinder
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Joinder Supplement to be executed by their
respective duly authorized officers on Schedule I hereto as of the date
set forth in Item 1 of Schedule I hereto.


 


I-2

















 


SCHEDULE I


To Joinder Supplement


 


COMPLETION OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT


 


	
  Re:

  	
   

  	
  Second
  Amended and Restated Revolving Credit Agreement, dated as of
  December 10, 2008, among SSPE, LLC, as the LLC Borrower, SSPE Investment
  Trust I, as the Trust Borrower, CLST Asset Trust II, as the Trust II
  Borrower, the other parties thereto and Fortress Credit Corp., as the
  Administrative Agent.

  



 


Item 1: Date of Joinder
Supplement:


 


Item 2: Proposed Lender:


 


	
  Item 3: Principal Amount
  of [Loans] [Commitment] Assigned:

  	
  $

  



 


Item 4: Signatures of
Parties to Revolving Credit Agreement:


 


	
   

  	
  , as

  
	
   

  	
  Proposed
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


I-1

















 


	
   

  	
  SSPE,
  LLC,

  
	
   

  	
  as
  a Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Eric J. Gangloff

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
  SSPE
  INVESTMENT TRUST I,

  
	
   

  	
  as
  a Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CLST
  ASSET TRUST II,

  as a Borrower

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  U.S.
  Bank Trust National Association, not in its individual capacity but solely as
  statutory trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FORTRESS
  CREDIT CORP.,

  
	
   

  	
  as
  the Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF LENDER],

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


I-2

















 


SCHEDULE II


To Joinder Supplement


 


ADDRESS FOR NOTICES

AND

WIRE INSTRUCTIONS


 


	
  Address
  for Notices:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Telephone:

  	
   

  
	
  Facsimile:

  	
   

  
	
  email:

  	
   

  
	
   

  	
   

  
	
  With a copy to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Telephone:

  	
   

  
	
  Facsimile:

  	
   

  
	
  email:

  	
   

  
	
   

  	
   

  
	
  Wire
  Instructions:

  	
   

  
	
   

  	
   

  
	
  Name of Bank:

  	
   

  
	
  A/C No.:

  	
   

  
	
  ABA No.

  	
   

  
	
  Reference:

  	
   

  



 


II-1
















 


SCHEDULE III


To Joinder Supplement


 


FORM OF

JOINDER EFFECTIVE NOTICE


 


To:                              [Name and
address of Borrower and Proposed Lender]


 


The undersigned, as
Administrative Agent under the Second Amended and Restated Revolving Credit
Agreement, dated as of December 10, 2008 (as amended, modified,
supplemented or restated from time to time, the “Revolving
Credit Agreement”), by and among Summit Consumer Receivables
Fund, L.P., as the originator (in such capacity, the “Originator”)
and as a guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”),
Eric J. Gangloff, as a guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”),
agrees as follows:


 


Pursuant to such Joinder
Supplement, you are advised that the Joinder Effective Date for [Name of
Proposed Lender] will be                         
and such Proposed Lender will be a Lender with a Commitment of $
                    .
[Note: attach copies of Schedules I and II from the Joinder Supplement.] Terms
defined in such Joinder Supplement are used herein as therein defined.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  FORTRESS
  CREDIT CORP.,

  
	
   

  	
  as
  the Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


III-1

















 


EXHIBIT J

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF
BACKUP SERVICER MONTHLY CERTIFICATION


 


See Attached


 


J-1

















 


USBank


Portfolio
Services


 


Date:


 


FORTRESS
CREDIT CORP


c/o
Fortress Investment Group


1345
Avenue of the Americas


New
York, New York 10105


Attention: Dean Dakolias


Facsimile: (212) 798-6099


Confirmation: (212) 798-6050


E-mail:
ddakolias@fortressinv.com


 


SUMMIT
ALTERNATIVE INVESTMENTS, LLC


50
West Liberty Street, Suite 1040


Reno,
Nevada 89501


Attention:
Eric J. Gangloff


 


Re:          Letter of Certification — Fortress Credit Corp and
Summit Alternative Investments, LLC


 


We are sending this letter
to you pursuant to Section 7.2 (b)(iii) of that certain Second
Amended and Restated Revolving Credit Agreement (the “Agreement”) dated as of December 10,
2008 among Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio
Services), as Backup Servicer, Summit Consumer Receivables Fund, L.P., as the
Originator, Summit Alternative Investments, LLC, as the Servicer, SSPE, LLC, as
the Borrower, SSPE Investment Trust I, as the Trust Borrower, CLST Asset Trust
II, as the Trust II Borrower, Summit Consumer Receivables Fund, L.P., as a
Guarantor, Eric J. Gangloff, as a Guarantor, Fortress Credit Corp., as a Lender
and as the Administrative Agent, and U.S. Bank National Association, as the
Collateral Custodian. Capitalized terms used herein have the meanings ascribed
to such terms in the Agreement.


 


Lyon Financial Services, Inc.
hereby confirms that it has received the Servicing Report,
dated           from Summit
Alternative Investments, LLC and has performed the reconciliation required
under Section 7.2 (b) (iii) of the Agreement. [There are no
discrepancies. / The discrepancies are listed on the attached Schedule A.]


 


	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  
	
  LYON
  FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services)

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:
  Financial Analyst

  	
   

  
			



 


J-2

















 


EXHIBIT K

To Second Amended and Restated

Revolving Credit Agreement


 


FORM OF
COLLATERAL RECEIPT


 


See Attached


 


K-1

















 


FORM OF
COLLATERAL RECEIPT


 


December 10, 2008


 


FORTRESS
CREDIT CORP


c/o
Fortress Investment Group


1345
Avenue of the Americas


New
York, New York 10105


Attention:
Mark Parsa


 


SSPE,
LLC


50
West Liberty Street, Suite 1040


Reno,
Nevada 89501


 


SSPE
INVESTMENT TRUST I


50
West Liberty Street, Suite 980


Reno,
Nevada 89501


 


CLST
ASSET TRUST II


50
West Liberty Street, Suite 980


Reno,
Nevada 89501


 


SUMMIT
ALTERNATIVE INVESTMENTS, LLC


50
West Liberty Street, Suite 1040


Reno,
Nevada 89501


 


Re:                             Second Amended
and Restated Revolving Credit Agreement, dated as of December 10, 2008 (as
amended, modified, supplemented or restated from time to time, the “Revolving Credit Agreement”), by and
among Summit Consumer Receivables Fund, L.P., as the originator (in such
capacity, the “Originator”) and as a
guarantor (in such capacity, a “Guarantor”),
SSPE, LLC, as a borrower (in such capacity, the “LLC
Borrower”), SSPE Investment Trust I, as a borrower (in such
capacity, the “Trust Borrower”), CLST Asset
Trust II, as a borrower (in such capacity, the “Trust II
Borrower” and, together with the LLC Borrower and the Trust
Borrower, the “Borrowers”), Summit
Alternative Investments, LLC, as the servicer (in such capacity, the “Servicer”), Eric J. Gangloff, as a
guarantor (in such capacity, a “Guarantor”),
Fortress Credit Corp., as a lender (in such capacity, a “Lender”)
and as the administrative agent (the “Administrative Agent”),
each of the Lenders from time to time party thereto (together with the
Administrative Agent, the “Secured Parties”),
Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the
backup servicer (in such capacity, the “Backup Servicer”),
and U.S. Bank National Association, as the collateral custodian (in such
capacity, the “Collateral Custodian”).
Capitalized terms used but not defined herein shall have the meanings provided
in the Revolving Credit Agreement.


 


K-2

















 


Ladies
and Gentlemen:


 


In accordance with the
provisions of Section 8.2(b) of the Revolving Credit Agreement, the
undersigned, as the Collateral Custodian, hereby certifies that, as to each
Receivable delivered by the Borrowers pursuant to Section 3.2 of
the Revolving Credit Agreement, it has reviewed the related Required Receivable
File documents and instruments delivered to it pursuant to Section 8.2(b) of
the Revolving Credit Agreement and has confirmed that (A) the loan
documents and instruments in such Required Receivable File have been properly
executed and have no missing or mutilated pages, and (B) the related
original principal balance of the Receivable (for Closed End Consumer Contracts
only), contract or other identifying number and Obligor name with respect to
such Receivable is referenced on the related Receivables List and is not a
duplicate Receivable (based on the contract number or other identifying number)
(such items (A) and (B) collectively, the “Review Criteria”).


 


The Collateral Custodian
makes no representations as to the: (i) validity, legality, sufficiency,
enforceability or genuineness of any such documents or instruments related to
any of the Required Receivable Files delivered other than that such documents and
instruments are fully executed, or (ii) collectibility, insurability,
effectiveness or suitability of any such Collateral.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the
above-captioned Revolving Credit Agreement.


 


[Remainder of Page Intentionally Left Blank]


 


K-3

















 


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


 


	
   

  	
  THE
  COLLATERAL CUSTODIAN:

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not in

  its individual capacity but solely as Collateral

  Custodian

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


K-4

















 


EXHIBIT L


To Second Amended and Restated


Revolving Credit Agreement


 


[Reserved]


 


L-1

















 


SCHEDULE I

To Second Amended and Restated

Revolving Credit Agreement


 


CONDITION
PRECEDENT DOCUMENTS


 


As required by Section 3.1
of the Second Amended and Restated Revolving Credit Agreement, each of the
following items must be delivered to the Administrative Agent prior to the
Effective Date, each in form and substance satisfactory to the Administrative
Agent:


 


1.             All
documents and information necessary to complete the Exhibits and Schedules;


 


2.             Certificates
of the Secretary or Assistant Secretary or other Responsible Officer of the
Borrowers, the Originator, the Servicer, the Collateral Custodian and the
Backup Servicer, each dated as of the date of the Second Amended and Restated
Revolving Credit Agreement, certifying (i) the names and true signatures
of the incumbent officers of each such Person authorized to sign the
Transaction Documents and the other documents to be delivered by it hereunder
(on which certificate the Administrative Agent and the Lenders may conclusively
rely), (ii) that the copy of the certificate of incorporation, certificate
of trust or certificate or organization of such Person attached thereto is a
complete and correct copy and that such certificate of incorporation,
certificate of trust or certificate or organization has not otherwise been
amended, modified or supplemented and is in full force and effect, (iii) that
the copy of the bylaws, operating agreement or trust agreement of such Person
attached thereto is a complete and correct copy and that such bylaws, operating
agreement or trust agreement have not otherwise been amended, modified or
supplemented and are in full force and effect and (iv) the resolutions of
such Person’s board of directors or managers/members/partners approving and
authorizing the execution, delivery and performance by such Person of the
Transaction Documents and of the documents related thereto;


 


3.             Good
standing certificates for the Borrowers issued by the Secretary of State of
Delaware, dated as of a recent date prior to the Effective Date;


 


4.             Opinion
of counsel to the Collateral Custodian as the Administrative Agent may
reasonably require;


 


5.             Opinions
of counsel to the Originator, the Servicer and the Borrowers as the
Administrative Agent may reasonably require; and


 


6.             All
other deliveries required under Section 3.1 of the Second Amended and
Restated Revolving Credit Agreement.


 


The opinions referred to
above may contain such qualifications, assumptions and exceptions as the
Administrative Agent in its reasonable discretion may allow.


 


I-1

















 


SCHEDULE II

To Second Amended and Restated

Revolving Credit Agreement


 


CREDIT
AND COLLECTION POLICY


 


See Attached


 


II-2
















 


CAC
CREDIT GUIDELINES


 


Tier 1
— 95%


 


·                  Credit Score
range of 680 minimum


·                  Minimum Time in
Bureau of 4 years


·                  At least 15
trade lines in bureau


·                  Minimum
Household Gross Income of $4,000 per month


·                  All Trade Lines
Current


·                  Less than 50%
DTI ratio or adequate disposable income


·                  BK discharged
for minimum of 2 years with reestablished credit


·                  Continuous
Employment minimum of 2 years on the job or same industry


·                  Homeowner or
renter at same location for minimum two years


·                  No civil
judgments or liens


·                  Maximum term 60
months


·                  Maximum loan
amount $15,000


·                  APR 14.9%


 


Tier 2
— 88%


 


·                  Credit Score
range of 660 minimum


·                  Minimum Time in
Bureau of 3 years


·                  At least 13
trade lines in bureau


·                  Minimum
Household Gross Income of $3,500 per month


·                  All Trade Lines
Current


·                  Less than 55%
DTI ratio or adequate disposable income


·                  BK discharged
for minimum of 2 years with reestablished credit


·                  Continuous
Employment minimum of 2 years on the job or same industry


·                  Homeowner or
renter at same location for minimum two years


·                  No civil
judgments or liens


·                  Maximum term 60
months


·                  Maximum loan
amount $15,000


·                  APR 14.9%


 


II-3

















 


Tier 3
— 85%


 


·                  Credit Score
range of 635 minimum


·                  Minimum Time in
Bureau of 3 years


·                  At least 10
trade lines in bureau


·                  Minimum
Household Gross Income of $3,000 per month


·                  All Trade Lines
Current


·                  Less than 60%
DTI ratio or adequate disposable income


·                  BK discharged
for minimum of 2 years with reestablished credit


·                  Continuous
Employment minimum of 2 years on the job or same industry


·                  Homeowner or
renter at same location for minimum one year


·                  No civil
judgments or liens


·                  Maximum term 60
months


·                  Maximum loan
amount $10,000


·                  APR 17.9%


 


Tier 4
— 75%


 


·                  Credit Score
range of 615 minimum


·                  Minimum Time in
Bureau of 2 years


·                  At least 10
trade lines in bureau


·                  Minimum
Household Gross Income of $2,750 per month


·                  All Trade Lines
Current


·                  Less than 60%
DTI ratio or adequate disposable income


·                  BK discharged
for minimum of 2 years with reestablished credit


·                  Continuous
Employment minimum of 2 years on the job or same industry


·                  Homeowner or
renter at same location for minimum one year


·                  No civil
judgments or liens


·                  Maximum term 60
months


·                  Maximum loan
amount $7,500


·                  APR 17.9%


 


Additional:


 


The credit criteria
referenced are general guidelines. Credit behavioral patterns will bear
significantly into decision. Types of employment and industries directly impact
approval. Mortgage credit limit to balance analysis could negate approval. Past
delinquencies will be taken into consideration during review. Co-signers are
encouraged. ACH debit & backup payment methods are categorically
required with very few exceptions.


 


Some
state specific loans will require an advance adjustment due to statutory APR
limitations.


 


II-4

















 


SCHEDULE III

To Second Amended and Restated

Revolving Credit Agreement


 


LOCATION
OF REQUIRED RECEIVABLE FILES


 


U.S.
BANK NATIONAL ASSOCIATION


1133
Rankin Street, Suite 100


St.
Paul, Minnesota 55116


Attention:
Saah Kemayah


Ref:
SSPE, LLC/SSPE Investment Trust I/Fortress Credit Corp.


Facsimile
No.: 651-695-6102


Confirmation
No.: 651-695-5867


 


III-1

















 


SCHEDULE IV

To Second Amended and Restated

Revolving Credit Agreement


 


RECEIVABLES LIST


 


As Provided on Each Purchase Date


 


IV-1
















 


SCHEDULE V


To Second Amended and Restated


Revolving Credit Agreement


 


SIC CODES


 


See Attached


 


V-1

















 


Schedule V - SIC Codes


 


	
   CATEGORY

   DESCRIPTION

   	
    

   	
   SIC

   CODE

   
	
   

  	
   

  	
   

  
	
  Agriculture,
  Forestry, Fishing

  	
   

  	
  A

  
	
  Agricultural Production Crops

  	
   

  	
  A01

  
	
  Cash Grains

  	
   

  	
  A011

  
	
  Wheat

  	
   

  	
  A0111

  
	
  Rice

  	
   

  	
  A0112

  
	
  Corn

  	
   

  	
  A0115

  
	
  Soybeans

  	
   

  	
  A0116

  
	
  Cash Grains, Not Classified Elsewhere

  	
   

  	
  A0119

  
	
  Field Crops, Except Cash Grains

  	
   

  	
  A013

  
	
  Cotton

  	
   

  	
  A0131

  
	
  Tobacco

  	
   

  	
  A0132

  
	
  Sugarcane & Sugar Beets

  	
   

  	
  A0133

  
	
  Irish Potatoss

  	
   

  	
  A0134

  
	
  Field Crops, Except Cash Grains, Not Classified
  Elsewhere

  	
   

  	
  A0139

  
	
  Vegetables & Melons

  	
   

  	
  A016

  
	
  Vegetables & Melons

  	
   

  	
  A0161

  
	
  Fruits and Tree Nuts

  	
   

  	
  A017

  
	
  Berry Crops

  	
   

  	
  A0171

  
	
  Grapes

  	
   

  	
  A0172

  
	
  Tree Nuts

  	
   

  	
  A0173

  
	
  Citrus Fruits

  	
   

  	
  A0174

  
	
  Deciduous Tree Fruits

  	
   

  	
  A0175

  
	
  Fruits and Tree Nuts, Not Classified Elsewhere

  	
   

  	
  A0171

  
	
  Horticultural Specialties

  	
   

  	
  A018

  
	
  Ornamental Floriculture & Nursery Products

  	
   

  	
  A0181

  
	
  Food Crops Grown Under Cover

  	
   

  	
  A0182

  
	
  General Farms, Primarily Crops

  	
   

  	
  A019

  
	
  General Farms, Primarily Crops

  	
   

  	
  A0191

  
	
  Agriculture Livestock Production & Animal
  Specialties

  	
   

  	
  A02

  
	
  Livestock, Except Dairy And Poultry

  	
   

  	
  A021

  
	
  Beef Cattle Feedlots

  	
   

  	
  A0211

  
	
  Beef Cattle, Except Feedlots

  	
   

  	
  A0212

  
	
  Hog

  	
   

  	
  A0213

  
	
  Sheep and Goats

  	
   

  	
  A0214

  
	
  General Livestock, Except Dairy and Poultry

  	
   

  	
  A0219

  
	
  Dairy Farms

  	
   

  	
  A024

  
	
  Dairy Farms

  	
   

  	
  A0241

  
	
  Poultry And Eggs

  	
   

  	
  A025

  
	
  Broiler, Fryer, and Rosster Chickens

  	
   

  	
  A0251

  
	
  Chicken Eggs

  	
   

  	
  A0252

  
	
  Turkeys and Turkey Eggs

  	
   

  	
  A0253

  
	
  Poultry Hatcheries

  	
   

  	
  A0254

  
	
  Poultry and Eggs, Not Elsewhere Classified

  	
   

  	
  A0259

  
	
  Animal Specialties

  	
   

  	
  A027

  
	
  Fur-Bearing Animals and Rabbit

  	
   

  	
  A0271

  
	
  Horses and Other Equines

  	
   

  	
  A0272

  
	
  Animal Aquaculture

  	
   

  	
  A0273

  
	
  Animal Specialties, Not Elsewhere Classified

  	
   

  	
  A0279

  
	
  General Farms, Primarily Livestock and Animal

  	
   

  	
  A029

  
	
  General Farms, Primarily Livestock and Animal
  Specialties

  	
   

  	
  A0291

  
	
  Agricultural Services

  	
   

  	
  A07

  
	
  Soil Preparation Services

  	
   

  	
  A071

  
	
  Soil Preparation Services

  	
   

  	
  A0711

  
	
  Crop Services

  	
   

  	
  A072

  
	
  Crop Planting, Cultivating, and Protecting

  	
   

  	
  A0721

  
	
  Crop Harvesting, Primarily by Machine

  	
   

  	
  A0722

  
	
  Crop Preparation Services for Market, Except
  Cotton Ginning

  	
   

  	
  A0723

  
	
  Cotton Ginning

  	
   

  	
  A0724

  
	
  Veterinary Services

  	
   

  	
  A074

  
	
  Veterinary Services for Livestock

  	
   

  	
  A0741

  
	
  Veterinary Services for Animal Specialties

  	
   

  	
  A0742

  
	
  Livestock Services, Except Veterinary

  	
   

  	
  A0751

  
	
  Animal Specialty Services, Except Veterinary

  	
   

  	
  A0752

  
	
  Farm Labor And Management Services

  	
   

  	
  A076

  
	
  Farm Labor Contractors and Crew Leaders

  	
   

  	
  A0761

  
	
  Farm Management Services

  	
   

  	
  A0762

  
	
  Landscape And Horticultural Services

  	
   

  	
  A078

  
	
  Landscape Counseling and Planning

  	
   

  	
  A0781

  
	
  Lawn and Garden Services

  	
   

  	
  A0782

  
	
  Ornamental Shrub and Tree Services

  	
   

  	
  A0783

  
	
  Forestry

  	
   

  	
  A08

  
	
  Timber Tracts

  	
   

  	
  A081

  
	
  Timber Tracts

  	
   

  	
  A0811

  
	
  Forest Nurseries And Gathering Of Forest

  	
   

  	
  A083

  
	
  Forest Nurseries and Gathering of Forest Products

  	
   

  	
  A0831

  
	
  Forestry Services

  	
   

  	
  A085

  
	
  Forestry Services

  	
   

  	
  A0851

  
	
  Fishing, hunting, and trapping

  	
   

  	
  A09

  
	
  Commercial Fishing

  	
   

  	
  A091

  
	
  Finfish

  	
   

  	
  A0912

  
	
  Shellfish

  	
   

  	
  A0913

  
	
  Miscellaneous Marine Products

  	
   

  	
  A0919

  
	
  Fish Hatcheries And Preserves

  	
   

  	
  A092

  
	
  Fish Hatcheries and Preserves

  	
   

  	
  A0921

  
	
  Hunting And Trapping, And Game Propagation

  	
   

  	
  A097

  
	
  Hunting and Trapping, and Game Propagation

  	
   

  	
  A0971

  
	
  Mining

  	
   

  	
  B

  
	
  Metal mining

  	
   

  	
  B10

  
	
  Iron ores

  	
   

  	
  B101

  
	
  Iron ores

  	
   

  	
  B1011

  
	
  Iron ore mining

  	
   

  	
  B1011

  
	
  Copper ores

  	
   

  	
  B102

  
	
  Copper ores

  	
   

  	
  B1021

  
	
  Copper ore & nickel ore mining (pt)

  	
   

  	
  B1021

  
	
  Lead and zinc ores

  	
   

  	
  B103

  
	
  Lead & zinc ores

  	
   

  	
  B1031

  
	
  Lead ore & zinc ore mining

  	
   

  	
  B1031

  
	
  Gold and silver ores

  	
   

  	
  B104

  
	
  Gold ores

  	
   

  	
  B1041

  
	
  Gold ore mining

  	
   

  	
  B1041

  
	
  Silver ores

  	
   

  	
  B1044

  
	
  Silver ore mining

  	
   

  	
  B1044

  
	
  Metal mining services

  	
   

  	
  B108

  
	
  Metal mining services

  	
   

  	
  B1081

  
	
  Support activities for metal mining

  	
   

  	
  B1081

  
	
  Geophysical surveying & mapping services (pt)

  	
   

  	
  B1081

  
	
  Miscellaneous metal ores

  	
   

  	
  B109

  
	
  Uranium-radium-vanadium ores

  	
   

  	
  B1094

  
	
  Uranium-radium-vanadium ore mining

  	
   

  	
  B1094

  
	
  Misc metal ores, n.e.c., & ferroalloy ores,
  exc vanadium

  	
   

  	
  B1061

  
	
  Copper ore & nickel ore mining (pt)

  	
   

  	
  B1099

  
	
  All other metal ore mining

  	
   

  	
  B1099

  
	
  Coal mining

  	
   

  	
  B12

  
	
  Bituminous coal and lignite mining

  	
   

  	
  B122

  
	
  Bituminous coal & lignite - surface

  	
   

  	
  B1221

  
	
  Bituminous coal & lignite - surface mining

  	
   

  	
  B1221

  
	
  Bituminous coal - underground

  	
   

  	
  B1222

  
	
  Bituminous coal underground mining

  	
   

  	
  B1222

  
	
  Anthracite mining

  	
   

  	
  B123

  
	
  Anthracite mining

  	
   

  	
  B1231

  
	
  Anthracite mining

  	
   

  	
  B1231

  
	
  Coal mining services

  	
   

  	
  B124

  
	
  Coal mining services

  	
   

  	
  B1241

  
	
  Support activities for coal mining

  	
   

  	
  B1241

  
	
  Oil and gas extraction

  	
   

  	
  B13

  
	
  Crude petroleum and natural gas

  	
   

  	
  B131

  
	
  Crude petroleum & natural gas

  	
   

  	
  B1311

  
	
  Crude petroleum & natural gas extraction

  	
   

  	
  B1311

  
	
  Natural gas liquids

  	
   

  	
  B132

  
	
  Natural gas liquids

  	
   

  	
  B1321

  
	
  Natural gas liquids extraction

  	
   

  	
  B1321

  
	
  Oil and gas field services

  	
   

  	
  B138

  
	
  Drilling oil & gas wells

  	
   

  	
  B1381

  
	
  Drilling oil & gas wells

  	
   

  	
  B1381

  
	
  Oil & gas exploration services

  	
   

  	
  B1382

  
	
  Support activities for oil & gas operations
  (pt)

  	
   

  	
  B1382

  
	
  Geophysical surveying & mapping services (pt)

  	
   

  	
  B1382

  
	
  Oil & gas field services, n.e.c.

  	
   

  	
  B1389

  
	
  Support activities for oil & gas operations
  (pt)

  	
   

  	
  B1389

  
	
  Nonmetallic minerals, except fuels

  	
   

  	
  B14

  
	
  Dimension stone

  	
   

  	
  B141

  
	
  Dimension stone

  	
   

  	
  B1411

  
	
  Dimension stone mining & quarrying

  	
   

  	
  B1411

  
	
  Crushed and broken stone, including riprap

  	
   

  	
  B142

  
	
  Crushed & broken limestone

  	
   

  	
  B1422

  
	
  Crushed & broken limestone mining &
  quarrying

  	
   

  	
  B1422

  
	
  Crushed & broken granite

  	
   

  	
  B1423

  
	
  Crushed & broken granite mining &
  quarrying

  	
   

  	
  B1423

  
	
  Crushed & broken stone, n.e.c.

  	
   

  	
  B1429

  
	
  Other crushed & broken stone mining &
  quarrying (pt)

  	
   

  	
  B1429

  
	
  Sand and gravel

  	
   

  	
  B144

  
	
  Construction sand & gravel

  	
   

  	
  B1442

  
	
  Construction sand & gravel mining

  	
   

  	
  B1442

  
	
  Industrial sand

  	
   

  	
  B1446

  
	
  Industrial sand mining

  	
   

  	
  B1446

  
	
  Clay, ceramic, and refractory minerals

  	
   

  	
  B145

  
	
  Kaolin & ball clay 

  	
   

  	
  B1455

  
	
  Kaolin & ball clay mining

  	
   

  	
  B1455

  
	
  Clay, ceramic, and refractory minerals, n.e.c.

  	
   

  	
  B1459

  
	
  Clay, ceramic, and refractory minerals mining

  	
   

  	
  B1459

  
	
  Chemical and fertilizer mineral mining 

  	
   

  	
  B147

  
	
  Potash, soda, & borate minerals

  	
   

  	
  B1474

  
	
  Potash, soda, & borate minerals mining

  	
   

  	
  B1474

  
	
  Phosphate rock

  	
   

  	
  B1475

  
	
  Phosphate rock mining

  	
   

  	
  B1475

  
	
  Chemical and fertilizer mineral mining, n.e.c.

  	
   

  	
  B1479

  
	
  Other chemical & fertilizer mineral mining

  	
   

  	
  B1479

  
	
  Nonmetallic minerals services, except fuels

  	
   

  	
  B148 

  
	
  Nonmetallic minerals services, except fuels

  	
   

  	
  B1481

  
	
  Support activities for nonmetallic minerals
  (except fuels)

  	
   

  	
  B1481

  
	
  Geophys srvyng serv for nonmet min (exc fuels),
  contract basis

  	
   

  	
  B1481

  
	
  Miscellaneous nonmetallic minerals, except fuels

  	
   

  	
  B149

  
	
  Miscellaneous nonmetallic minerals, except fuels

  	
   

  	
  B1499

  
	
  Other crushed & broken stone mining &
  quarrying (pt)

  	
   

  	
  B1499

  
	
  All other nonmetallic mineral mining

  	
   

  	
  B1499

  
	
  Construction industries

  	
   

  	
  C

  
	
  Building construction—general contractors and
  operative builders

  	
   

  	
  C15

  
	
  General contractors—residential buildings

  	
   

  	
  C152

  



 


1

















 


Schedule V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  
	
  General contractors—single-family houses

  	
   

  	
  C1521

  
	
  Single-family housing construction (pt)

  	
   

  	
  C1521

  
	
  General contractors—residential bldgs, other than single-family

  	
   

  	
  C1522

  
	
  Multifamily housing construction (pt)

  	
   

  	
  C1522

  
	
  Commercial & Institutional building construction (pt)

  	
   

  	
  C1522

  
	
  Operative builders

  	
   

  	
  C153

  
	
  Operative builders

  	
   

  	
  C1531

  
	
  Single-family housing construction (pt)

  	
   

  	
  C1531

  
	
  Multifamily housing construction (pt)

  	
   

  	
  C1531

  
	
  Mfg & Industrial building construction (pt)

  	
   

  	
  C1531

  
	
  Commercial & Institutional building construction (pt)

  	
   

  	
  C1531

  
	
  General building contractors—nonresidential buildings

  	
   

  	
  C154

  
	
  General contractors—industrial buildings & warehouses

  	
   

  	
  C1541

  
	
  Mfg & Industrial building construction (pt)

  	
   

  	
  C1541

  
	
  Commercial & Institutional building construction (pt)

  	
   

  	
  C1541

  
	
  General contractors—nonresidential bldgs, exc indust bldgs/whses

  	
   

  	
  C1542

  
	
  Commercial & Institutional building construction (pt)

  	
   

  	
  C1542

  
	
  Heavy construction other than buildings construction—contractors

  	
   

  	
  C16

  
	
  Highway and street construction contractors, except elevated highways

  	
   

  	
  C161

  
	
  Highway & street construction contractors, exc elevated highways

  	
   

  	
  C1611

  
	
  Highway & street construction

  	
   

  	
  C1611

  
	
  Heavy construction, except highway and street construction

  	
   

  	
  C162

  
	
  Bridge, tunnel & elevated highway construction contractors

  	
   

  	
  C1622

  
	
  Bridge & tunnel construction

  	
   

  	
  C1622

  
	
  Water, sewer, pipeline & communications & power line constr

  	
   

  	
  C1623

  
	
  Water, sewer, & pipeline construction

  	
   

  	
  C1623

  
	
  Power & communication transmission line construction

  	
   

  	
  C1623

  
	
  Heavy construction n.e.c.

  	
   

  	
  C1629

  
	
  Industrial nonbuilding structure construction

  	
   

  	
  C1629

  
	
  All other heavy construction (pt)

  	
   

  	
  C1629

  
	
  Construction—Special trade contractors

  	
   

  	
  C17

  
	
  Plumbing, heating, and air-conditioning
  special trade contractors

  	
   

  	
  C171

  
	
  Plumbing, heating, & air-conditioning special trade contractors

  	
   

  	
  C1711

  
	
  Plumbing, heating, & air-conditioning contractors

  	
   

  	
  C1711

  
	
  Painting and paper hanging special trade contractors

  	
   

  	
  C172

  
	
  Painting & paper hanging special trade contractors

  	
   

  	
  C1721

  
	
  Painting & wall covering contractors (pt)

  	
   

  	
  C1721

  
	
  Electrical work special trade contractors

  	
   

  	
  C173

  
	
  Electrical work special trade contractors

  	
   

  	
  C1731

  
	
  Electrical contractors

  	
   

  	
  C1731

  
	
  Masonry, stone work, tile setting, and plastering special trade
  contractors

  	
   

  	
  C174

  
	
  Masonry, stone setting, & oth stone work special trade contr

  	
   

  	
  C1741

  
	
  Masonry & stone contractors

  	
   

  	
  C1741

  
	
  Plastering, drywall, acoustical, & insul work special trade contr

  	
   

  	
  C1742

  
	
  Drywall, plastering, acoustical, & insulation contractors (pt)

  	
   

  	
  C1742

  
	
  Terrazzo, tile, marble, & mosaic work special trade contractors

  	
   

  	
  C1743

  
	
  Drywall, plastering, acoustical, & insulation contractors (pt)

  	
   

  	
  C1743

  
	
  Tile, marble, terrazzo, & mosaic contractors

  	
   

  	
  C1743

  
	
  Carpentry and floor work special trade contractors

  	
   

  	
  C175

  
	
  Carpentry work special trade contractors

  	
   

  	
  C1751

  
	
  Carpentry contractors

  	
   

  	
  C1751

  
	
  Floor laying & other floor work special trade contractors, n.e.c.

  	
   

  	
  C1752

  
	
  Floor laying & other floor contractors

  	
   

  	
  C1752

  
	
  Roofing, siding, and sheet metal work special trade contractors

  	
   

  	
  C176

  
	
  Roofing, siding, & sheet metal work special trade contractors

  	
   

  	
  C1761

  
	
  Roofing siding & sheet metal contractors

  	
   

  	
  C1761

  
	
  Concrete work special trade contractors

  	
   

  	
  C177

  
	
  Concrete work special trade contractors

  	
   

  	
  C1771

  
	
  Drywall, plastering, acoustical, & insulation contractors (pt)

  	
   

  	
  C1771

  
	
  Concrete contractors

  	
   

  	
  C1771

  
	
  Water well drilling special trade contractors

  	
   

  	
  C178

  
	
  Water well drilling special trade contractors

  	
   

  	
  C1781

  
	
  Water well drilling contractors

  	
   

  	
  C1781

  
	
  Miscellaneous special trade contractors

  	
   

  	
  C179

  
	
  Structural steel erection special trade contractors

  	
   

  	
  C1791

  
	
  Structural steel erection contractors

  	
   

  	
  C1791

  
	
  Glass & glazing work special trade contractors

  	
   

  	
  C1793

  
	
  Glass & glazing contractors (pt)

  	
   

  	
  C1793

  
	
  Excavation work special trade contractors

  	
   

  	
  C1794

  
	
  Excavation contractors

  	
   

  	
  C1794

  
	
  Wrecking & demolition work special trade contractors

  	
   

  	
  C1795

  
	
  Wrecking & demolition contractors

  	
   

  	
  C1795

  
	
  Install or erection of bldg equip, special trade contr, n.e.c.

  	
   

  	
  C1796

  
	
  Building equip & other machinery installation contractors

  	
   

  	
  C1796

  
	
  Special trade contractors, n.e.c.

  	
   

  	
  C1799

  
	
  All other special trade contractors

  	
   

  	
  C1799

  
	
  Asbestos abatement & lead paint removal

  	
   

  	
  C1799

  
	
  Manufacturing

  	
   

  	
  D

  
	
  Food and kindred products

  	
   

  	
  D20

  
	
  Meat products

  	
   

  	
  D201

  
	
  Meat packing plants

  	
   

  	
  D2011

  
	
  Animal (except poultry) slaughtering (pt)

  	
   

  	
  D2011

  
	
  Sausages & other prepared meats

  	
   

  	
  D2013

  
	
  Meat processed from carcasses (pt)

  	
   

  	
  D2013

  
	
  Poultry & egg processing

  	
   

  	
  D2015

  
	
  Poultry processing

  	
   

  	
  D2015

  
	
  All other miscellaneous food mfg (pt)

  	
   

  	
  D2015

  
	
  Dairy products

  	
   

  	
  D202

  
	
  Creamery butter

  	
   

  	
  D2021

  
	
  Creamery butter mfg

  	
   

  	
  D2021

  
	
  Cheese, natural & processed

  	
   

  	
  D2022

  
	
  Cheese mfg

  	
   

  	
  D2022

  
	
  Condensed & evaporated milk

  	
   

  	
  D2023

  
	
  Dry, condensed, & evaporated dairy product mfg

  	
   

  	
  D2023

  
	
  Ice cream & frozen desserts

  	
   

  	
  D2024

  
	
  Ice cream & frozen dessert mfg

  	
   

  	
  D2024

  
	
  Fluid milk

  	
   

  	
  D2026

  
	
  Fluid milk mfg

  	
   

  	
  D2026

  
	
  Preserved fruits and vegetables

  	
   

  	
  D203

  
	
  Canned specialties

  	
   

  	
  D2032

  
	
  Specialty canning

  	
   

  	
  D2032

  
	
  All other miscellaneous food mfg (pt)

  	
   

  	
  D2032

  
	
  Canned fruits & vegetables

  	
   

  	
  D2033

  
	
  Fruit & vegetable canning (pt)

  	
   

  	
  D2033

  
	
  Dehydrated fruits, vegetables, & soups

  	
   

  	
  D2034

  
	
  Flour milling (pt)

  	
   

  	
  D2034

  
	
  Dried & dehydrated food mfg (pt)

  	
   

  	
  D2034

  
	
  Pickles, sauces, & salad dressings

  	
   

  	
  D2035

  
	
  Fruit & vegetable canning (pt)

  	
   

  	
  D2035

  
	
  Mayonnaise, dressing & other prepared sauce mfg (pt)

  	
   

  	
  D2035

  
	
  Frozen fruits & vegetables

  	
   

  	
  D2037

  
	
  Frozen fruit, juice, & vegetable mfg

  	
   

  	
  D2037

  
	
  Frozen specialties, n.e.c.

  	
   

  	
  D2038

  
	
  Frozen specialty food mfg

  	
   

  	
  D2038

  
	
  Grain mill products

  	
   

  	
  D204

  
	
  Flour & other grain mill products

  	
   

  	
  D2041

  
	
  Flour milling (pt)

  	
   

  	
  D2041

  
	
  Cereal breakfast foods

  	
   

  	
  D2043

  
	
  Breakfast cereal mfg

  	
   

  	
  D2043

  
	
  Coffee & tea mfg (pt)

  	
   

  	
  D2043

  
	
  Rice milling

  	
   

  	
  D2044

  
	
  Rice milling

  	
   

  	
  D2044

  
	
  Blended & prepared flour

  	
   

  	
  D2045

  
	
  Flour mixes & dough mfg from purchased flour

  	
   

  	
  D2045

  
	
  Wet corn milling

  	
   

  	
  D2046

  
	
  Wet corn milling

  	
   

  	
  D2046

  
	
  Dog & cat food

  	
   

  	
  D2047

  
	
  Dog & cat food mfg

  	
   

  	
  D2047

  
	
  Prepared foods, n.e.c.

  	
   

  	
  D2048

  
	
  Other animal food mfg

  	
   

  	
  D2048

  
	
  Animal (except poultry) slaughtering (pt)

  	
   

  	
  D2048

  
	
  Bakery products

  	
   

  	
  D205

  
	
  Bread, cake, & related products

  	
   

  	
  D2051

  
	
  Commercial bakeries (pt)

  	
   

  	
  D2051

  
	
  Cookies & crackers

  	
   

  	
  D2052

  
	
  Commercial bakeries (pt)

  	
   

  	
  D2052

  
	
  Cookie & cracker mfg

  	
   

  	
  D2052

  
	
  Other snack food mfg (pt)

  	
   

  	
  D2052

  
	
  Frozen bakery products, except bread

  	
   

  	
  D2053

  
	
  Frozen cakes, pies, & other pastries mfg

  	
   

  	
  D2053

  
	
  Sugar and confectionery products

  	
   

  	
  D206

  
	
  Raw cane sugar

  	
   

  	
  D2061

  
	
  Sugarcane mills

  	
   

  	
  D2061

  
	
  Cane sugar refining

  	
   

  	
  D2062

  
	
  Cane sugar refining

  	
   

  	
  D2062

  
	
  Beet sugar

  	
   

  	
  D2063

  
	
  Beet sugar mfg

  	
   

  	
  D2063

  
	
  Candy & other confectionery products & chewing gum

  	
   

  	
  D2064

  
	
  Confectionery mfg from purchased chocolate (pt)

  	
   

  	
  D2064

  
	
  Nonchocolate confectionery mfg (pt)

  	
   

  	
  D2064

  
	
  Chocolate & cocoa products

  	
   

  	
  D2066

  
	
  Chocolate & confectionery mfg from caocao beans

  	
   

  	
  D2066

  
	
  Salted & roasted nuts & seeds

  	
   

  	
  D2068

  
	
  Roasted nuts & peanut butter mfg (pt)

  	
   

  	
  D2068

  
	
  Fats and oils

  	
   

  	
  D207

  
	
  Cottonseed oil mills

  	
   

  	
  D2074

  
	
  Other oilseed processing (pt)

  	
   

  	
  D2074

  
	
  Fats & oils refining & blending (pt)

  	
   

  	
  D2074

  
	
  Soybean oil mills

  	
   

  	
  D2075

  
	
  Soybean processing

  	
   

  	
  D2075

  
	
  Fats & oil refining & blending (pt)

  	
   

  	
  D2075

  
	
  Vegetable oil mills, n.e.c.

  	
   

  	
  D2076

  
	
  Other oilseed processing (pt)

  	
   

  	
  D2076

  
	
  Fats & oils refining & blending (pt)

  	
   

  	
  D2076

  
	
  Animal & marine fats & oils

  	
   

  	
  D2077

  
	
  Fats & oil refining & blending (pt)

  	
   

  	
  D2077

  
	
  Rendering & meat by product processing

  	
   

  	
  D2077

  
	
  Seafood canning (pt)

  	
   

  	
  D2077

  
	
  Fresh & frozen seafood processing (pt)

  	
   

  	
  D2077

  
	
  Shortening & cooking oils

  	
   

  	
  D2079

  
	
  Fats & oils refining & blending (pt)

  	
   

  	
  D2079

  
	
  Beverages

  	
   

  	
  D208

  
	
  Malt beverages

  	
   

  	
  D2082

  
	
  Breweries

  	
   

  	
  D2082

  
	
  Malt

  	
   

  	
  D2083

  
	
  Malt mfg

  	
   

  	
  D2083

  
	
  Wines, brandy, & brandy spirits

  	
   

  	
  D2084

  
	
  Wineries

  	
   

  	
  D2084

  



 


2

















 


Schedule V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  
	
  Distilled liquor, except brandy

  	
   

  	
  D2085

  
	
  Distilleries

  	
   

  	
  D2085

  
	
  Bottled & canned soft drinks

  	
   

  	
  D2086

  
	
  Soft drink mfg

  	
   

  	
  D2086

  
	
  Bottled water mfg

  	
   

  	
  D2086

  
	
  Flavoring extracts & syrups, n.e.c.

  	
   

  	
  D2087

  
	
  Flavoring syrup & concentrate mfg

  	
   

  	
  D2087

  
	
  Spice & extract mfg (pt)

  	
   

  	
  D2087

  
	
  All other miscellaneous food mfg (pt)

  	
   

  	
  D2087

  
	
  Miscellaneous food and kindred products

  	
   

  	
  D209

  
	
  Canned & cured seafood

  	
   

  	
  D2091

  
	
  Seafood canning (pt)

  	
   

  	
  D2091

  
	
  Fresh or frozen seafood

  	
   

  	
  D2092

  
	
  Fresh & frozen seafood processing (pt)

  	
   

  	
  D2092

  
	
  Roasted coffee

  	
   

  	
  D2095

  
	
  Coffee & tea mfg (pt)

  	
   

  	
  D2095

  
	
  Spice & extract mfg (pt)

  	
   

  	
  D2095

  
	
  Potato chips & similar snacks

  	
   

  	
  D2096

  
	
  Other snack food mfg (pt)

  	
   

  	
  D2096

  
	
  Manufactured ice

  	
   

  	
  D2097

  
	
  Ice mfg

  	
   

  	
  D2097

  
	
  Macaroni & spaghetti

  	
   

  	
  D2098

  
	
  Dry pasta mfg

  	
   

  	
  D2098

  
	
  Food preparations, n.e.c.

  	
   

  	
  D2099

  
	
  Nonchocolate confectionery mfg (pt)

  	
   

  	
  D2099

  
	
  Dried & dehydrated food mfg (pt)

  	
   

  	
  D2099

  
	
  Tortilla mfg

  	
   

  	
  D2099

  
	
  Roasted nuts & peanut butter mfg (pt)

  	
   

  	
  D2099

  
	
  Coffee & tea mfg (pt)

  	
   

  	
  D2099

  
	
  Mayonnaise, dressing, & other prepared sauce
  mfg (pt)

  	
   

  	
  D2099

  
	
  Spice & extract mfg (pt)

  	
   

  	
  D2099

  
	
  Perishable prepared food mfg

  	
   

  	
  D2099

  
	
  All other miscellaneous food mfg (pt)

  	
   

  	
  D2099

  
	
  Tobacco products

  	
   

  	
  D21

  
	
  Cigarettes

  	
   

  	
  D211

  
	
  Cigarettes

  	
   

  	
  D2111

  
	
  Cigarette mfg

  	
   

  	
  D2111

  
	
  Cigars

  	
   

  	
  D212

  
	
  Cigars

  	
   

  	
  D2121

  
	
  Other tobacco product mfg (pt)

  	
   

  	
  D2121

  
	
  Chewing and smoking tobacco

  	
   

  	
  D213

  
	
  Chewing & smoking tobacco

  	
   

  	
  D2131

  
	
  Other tobacco product mfg (pt)

  	
   

  	
  D2131

  
	
  Tobacco stemming and redrying

  	
   

  	
  D214

  
	
  Tobacco stemming & redrying

  	
   

  	
  D2141

  
	
  Tobacco stemming & redrying

  	
   

  	
  D2141

  
	
  Other tobacco product mfg (pt)

  	
   

  	
  D2141

  
	
  Textile mill products

  	
   

  	
  D22

  
	
  Broadwoven fabric mills, cotton

  	
   

  	
  D221

  
	
  Weaving mills, cotton

  	
   

  	
  D2211

  
	
  Broadwoven fabric mills (pt)

  	
   

  	
  D2211

  
	
  Broadwoven fabric mills, manmade fiber and silk

  	
   

  	
  D222

  
	
  Weaving mills, synthetics

  	
   

  	
  D2221

  
	
  Broadwoven fabric mills (pt)

  	
   

  	
  D2221

  
	
  Broadwoven fabric mills, wool

  	
   

  	
  D223

  
	
  Weaving & finishing mills, wool

  	
   

  	
  D2231

  
	
  Broadwoven fabric mills (pt)

  	
   

  	
  D2231

  
	
  Broadwoven fabric finishing mills (pt)

  	
   

  	
  D2231

  
	
  Textile & fabric finishing mills (pt)

  	
   

  	
  D2231

  
	
  Narrow fabric mills

  	
   

  	
  D224

  
	
  Narrow fabric mills

  	
   

  	
  D2241

  
	
  Narrow fabric mills (pt)

  	
   

  	
  D2241

  
	
  Knitting mills

  	
   

  	
  D225

  
	
  Women’s hosiery, except socks

  	
   

  	
  D2251

  
	
  Sheer hosiery mills (pt)

  	
   

  	
  D2251

  
	
  Hosiery, n.e.c.

  	
   

  	
  D2252

  
	
  Sheer hosiery mills (pt)

  	
   

  	
  D2252

  
	
  Other hosiery & sock mills

  	
   

  	
  D2252

  
	
  Knit outerwear mills

  	
   

  	
  D2253

  
	
  Outerwear knitting mills (pt)

  	
   

  	
  D2253

  
	
  Knit underwear mills

  	
   

  	
  D2254

  
	
  Underwear & nightwear knitting mills (pt)

  	
   

  	
  D2254

  
	
  Circular knit fabric mills

  	
   

  	
  D2257

  
	
  Weft knit fabric mills

  	
   

  	
  D2257

  
	
  Textile & fabric finishing mills (pt)

  	
   

  	
  D2257

  
	
  Lace & warp knit fabric mills

  	
   

  	
  D2258

  
	
  Other knit fabric & lace mills (pt)

  	
   

  	
  D2258

  
	
  Textile & fabric finishing mills (pt)

  	
   

  	
  D2258

  
	
  Knitting mile, n.e.c.

  	
   

  	
  D2259

  
	
  Other knit fabric & lace mills (pt)

  	
   

  	
  D2259

  
	
  Outerwear knitting mills (pt)

  	
   

  	
  D2259

  
	
  Underwear & nightwear knitting mills (pt)

  	
   

  	
  D2259

  
	
  Textile finishing, except wool

  	
   

  	
  D226

  
	
  Finishing plants, cotton

  	
   

  	
  D2261

  
	
  Broadwoven fabric finishing mills (pt)

  	
   

  	
  D2261

  
	
  Finishing plants, synthetics

  	
   

  	
  D2262

  
	
  Broadwoven fabric finishing mills (pt)

  	
   

  	
  D2262

  
	
  Finishing plants, n.e.c.

  	
   

  	
  D2269

  
	
  Textile & fabric finishing mills (pt)

  	
   

  	
  D2269

  
	
  Carpets and rugs

  	
   

  	
  D227

  
	
  Carpets & rugs

  	
   

  	
  D2273

  
	
  Carpet & rug mills

  	
   

  	
  D2273

  
	
  Yarn and thread mills

  	
   

  	
  D228

  
	
  Yarn spinning mills

  	
   

  	
  D2281

  
	
  Yarn spinning mills (pt)

  	
   

  	
  D2281

  
	
  Yarn throwing & winding mills

  	
   

  	
  D2282

  
	
  Yarn texturing, throwing, & twisting mills

  	
   

  	
  D2282

  
	
  Textile & fabric finishing mills (pt)

  	
   

  	
  D2282

  
	
  Thread mills

  	
   

  	
  D2284

  
	
  Thread mills (pt)

  	
   

  	
  D2284

  
	
  Textile & fabric finishing mills (pt)

  	
   

  	
  D2284

  
	
  Miscellaneous textile goods

  	
   

  	
  D229

  
	
  Coated fabrics, not rubberized

  	
   

  	
  D2295

  
	
  Fabric coating mills (pt)

  	
   

  	
  D2295

  
	
  Tire cord & fabric

  	
   

  	
  D2296

  
	
  Tire cord & tire fabric mills

  	
   

  	
  D2296

  
	
  Nonwoven fabrics

  	
   

  	
  D2297

  
	
  Nonwoven fabric mills (pt)

  	
   

  	
  D2297

  
	
  Cordage & twine

  	
   

  	
  D2298

  
	
  Rope, cordage, & twine mills

  	
   

  	
  D2298

  
	
  Textile goods, n.e.c.

  	
   

  	
  D2299

  
	
  Yarn spinning mills (pt)

  	
   

  	
  D2299

  
	
  Thread mills (pt)

  	
   

  	
  D2299

  
	
  Broadwoven fabric mills (pt)

  	
   

  	
  D2299

  
	
  Narrow fabric mills (pt)

  	
   

  	
  D2299

  
	
  Nonwoven fabric mills (pt)

  	
   

  	
  D2299

  
	
  Textile & fabric finishing mills (pt)

  	
   

  	
  D2299

  
	
  All other miscellaneous textile product mills (pt)

  	
   

  	
  D2299

  
	
  Apparel and other textile products

  	
   

  	
  D23

  
	
  Men’s and boys’ suits and coats

  	
   

  	
  D231

  
	
  Men’s & boys’ suits & coats

  	
   

  	
  D2311

  
	
  Men’s & boys’ cut & sew apparel
  contractors (pt)

  	
   

  	
  D2311

  
	
  Men’s & boys’ cut & sew suit
  coat, & overcoat mfg (pt)

  	
   

  	
  D2311

  
	
  Men’s and boys’ furnishings

  	
   

  	
  D232

  
	
  Shirts, men’s & boys’

  	
   

  	
  D2321

  
	
  Men’s & boys’ cut & sew apparel
  contractors (pt)

  	
   

  	
  D2321

  
	
  Men’s & boys’ cut & sew shirt
  (exc work shirt) mfg (pt)

  	
   

  	
  D2321

  
	
  Men’s & boys’ underwear &
  nightwear

  	
   

  	
  D2322

  
	
  Men’s & boys’ cut & sew apparel
  contractors (pt)

  	
   

  	
  D2322

  
	
  Men’s and boys’ cut & sew
  underwear & nightwear mfg (pt)

  	
   

  	
  D2322

  
	
  Men’s & boys’ neckwear

  	
   

  	
  D2323

  
	
  Men’s & boys’ neckwear mfg

  	
   

  	
  D2323

  
	
  Men’s & boys’ trousers & slacks

  	
   

  	
  D2325

  
	
  Men’s & boys’ cut & sew apparel
  contractors (pt)

  	
   

  	
  D2325

  
	
  Men’s & boys’ cut & sew trouser,
  slack, & jean mfg (pt)

  	
   

  	
  D2325

  
	
  Men’s & boys’ work clothing

  	
   

  	
  D2326

  
	
  Men’s & boys’ cut & sew apparel
  contractors (pt)

  	
   

  	
  D2326

  
	
  Men’s & boys’ cut & sew work
  clothing mfg

  	
   

  	
  D2326

  
	
  Men’s & boys’ clothing, n.e.c.

  	
   

  	
  D2329

  
	
  Men’s & boys’ cut & sew apparel
  contractors (pt)

  	
   

  	
  D2329

  
	
  Men’s & boys’ cut & sew other
  outerwear mfg (pt)

  	
   

  	
  D2329

  
	
  All other cut & sew apparel mfg (pt)

  	
   

  	
  D2329

  
	
  Women’s and children’s outerwear

  	
   

  	
  D233

  
	
  Women’s blouses & waists

  	
   

  	
  D2331

  
	
  Women’s, girls’, & Infants’
  cut & sew apparel contractors (pt)

  	
   

  	
  D2331

  
	
  Women’s & girls’ cut & sew blouse &
  shirt mfg (pt)

  	
   

  	
  D2331

  
	
  Women’s dresses

  	
   

  	
  D2335

  
	
  Women’s, girls’, & Infants’
  cut & sew apparel contractors (pt)

  	
   

  	
  D2335

  
	
  Women’s & girls’ cut & sew dress
  mfg (pt)

  	
   

  	
  D2335

  
	
  Women’s suits & coats

  	
   

  	
  D2337

  
	
  Women’s, girls’, & infants’
  cut & sew apparel contractors (pt)

  	
   

  	
  D2337

  
	
  Women’s & girls’ cut & sew suit,
  coat, skirt mfg (pt)

  	
   

  	
  D2337

  
	
  Women’s outerwear, n.e.c.

  	
   

  	
  D2339

  
	
  Women’s, girls’, & infants’
  cut & sew apparel contractors (pt)

  	
   

  	
  D2339

  
	
  Women’s & girls’ cut & sew other
  outerwear mfg (pt)

  	
   

  	
  D2339

  
	
  All other cut & sew apparel mfg (pt)

  	
   

  	
  D2339

  
	
  Other apparel accessories & other apparel
  mfg (pt)

  	
   

  	
  D2339

  
	
  Women’s and children’s undergarments

  	
   

  	
  D234

  
	
  Women’s & children’s underwear

  	
   

  	
  D2341

  
	
  Men’s & boys’ cut & sew apparel
  contractors (pt)

  	
   

  	
  D2341

  
	
  Women’s, girls’, & Infants’
  cut & sew apparel contractors (pt)

  	
   

  	
  D2341

  
	
  Men’s & boys’ cut & sew
  underwear & nightwear mfg (pt)

  	
   

  	
  D2341

  
	
  Women’s & girls’ cut/sew
  lingerie & nightwear mfg (pt)

  	
   

  	
  D2341

  
	
  Infants’ cut & sew apparel mfg (pt)

  	
   

  	
  D2341

  
	
  Brassieres & allied garments

  	
   

  	
  D2342

  
	
  Women’s, girls’, & infants’
  cut & sew apparel contractors (pt)

  	
   

  	
  D2342

  
	
  Women’s & girls’ cut/sew
  lingerie & nightwear mfg (pt)

  	
   

  	
  D2342

  
	
  Hats, caps, and millinery

  	
   

  	
  D235

  
	
  Hats, caps, & millinery

  	
   

  	
  D2353

  
	
  Hat, cap, & millinery mfg

  	
   

  	
  D2353

  
	
  Girls’ and children’s outerwear

  	
   

  	
  D236

  
	
  Girls’ & children’s dresses &
  blouses

  	
   

  	
  D2361

  
	
  Women’s, girls’, & infants’
  cut & sew apparel contractors (pt)

  	
   

  	
  D2361

  
	
  Men’s & boys’ out & sew shirt (exc
  work shirt) mfg (pt)

  	
   

  	
  D2361

  
	
  Women’s & girls’ cut & sew
  blouse & shirt mfg (pt)

  	
   

  	
  D2361

  
	
  Women’s & girls’ cut & sew dress
  mfg (pt)

  	
   

  	
  D2361

  
	
  Infants’ cut & sew apparel mfg (pt)

  	
   

  	
  D2361

  
	
  Girls’ & children’s outerwear, n.e.c.

  	
   

  	
  D2369

  



 


3
















 


Schedule
V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  
	
  Women’s,
  girls’, & infants’ cut & sew apparel contractors (pt)

  	
   

  	
  D2369

  
	
  Men’s &
  boys’ cut & sew underwear & nightwear mfg (pt)

  	
   

  	
  D2369

  
	
  Men’s &
  boys’ cut & sew suit, coat, & overcoat mfg (pt)

  	
   

  	
  D2369

  
	
  Men’s &
  boys’ cut & sew trousar, slack, & jean mfg (pt)

  	
   

  	
  D2369

  
	
  Men’s &
  boys’ cut & sew other outerwear mfg (pt)

  	
   

  	
  D2369

  
	
  Women’s
  & girls’ cut/sew lingerie & nightwear mfg (pt)

  	
   

  	
  D2369

  
	
  Women’s
  & girls’ cut/sew suit, coat, skirt mfg (pt)

  	
   

  	
  D2369

  
	
  Women’s
  & girls’ cut/sew other outerwear mfg (pt)

  	
   

  	
  D2369

  
	
  Infants’
  cut & sew apparel mfg (pt)

  	
   

  	
  D2369

  
	
  Fur
  goods

  	
   

  	
  D237

  
	
  Fur
  goods

  	
   

  	
  D2371

  
	
  Fur &
  leather apparel mfg (pt)

  	
   

  	
  D2371

  
	
  Miscellaneous
  apparel and accessories

  	
   

  	
  D238

  
	
  Fabric
  gloves & mittens

  	
   

  	
  D2381

  
	
  Glove &
  mitten mfg (pt)

  	
   

  	
  D2381

  
	
  Robes &
  dressing gowns

  	
   

  	
  D2384

  
	
  Men’s &
  boys’ cut & sew apparel contractors (pt)

  	
   

  	
  D2384

  
	
  Women’s,
  girls’, & infants’ cut & sew apparel contractors (pt)

  	
   

  	
  D2384

  
	
  Men’s &
  boys’ cut & sew underwear & nightwear mfg (pt)

  	
   

  	
  D2384

  
	
  Women’s
  & girls’ cut/sew lingerie & nightwear mfg (pt)

  	
   

  	
  D2384

  
	
  Waterproof
  outer garments

  	
   

  	
  D2385

  
	
  Men’s &
  boys’ cut & sew apparel contractors (pt)

  	
   

  	
  D2385

  
	
  Women’s,
  girls’, & infants’ cut & sew apparel contractors (pt)

  	
   

  	
  D2385

  
	
  Men’s &
  boys’ cut & sew suit, coat, & overcoat mfg (pt)

  	
   

  	
  D2385

  
	
  Men’s &
  boys’ cut & sew other outerwear mfg (pt)

  	
   

  	
  D2385

  
	
  Women’s &
  girls’ cut & sew suit, coat, skirt mfg (pt)

  	
   

  	
  D2385

  
	
  Women’s &
  girls’ cut & sew other outerwear mfg (pt)

  	
   

  	
  D2385

  
	
  Infants’
  cut & sew apparel mfg (pt)

  	
   

  	
  D2385

  
	
  Other
  apparel accessories & other apparel mfg (pt)

  	
   

  	
  D2385

  
	
  Leather &
  sheep-lined clothing

  	
   

  	
  D2386

  
	
  Fur &
  leather apparel mfg (pt)

  	
   

  	
  D2386

  
	
  Apparel
  belts

  	
   

  	
  D2387

  
	
  Other
  apparel accessories & other apparel mfg (pt)

  	
   

  	
  D2387

  
	
  Apparel &
  accessories, n.e.c

  	
   

  	
  D2389

  
	
  Women’s,
  girls’, & infants’ cut & sew apparel contractors (pt)

  	
   

  	
  D2389

  
	
  Women’s
  & girls’ cut/sew lingerie & nightwear mfg (pt)

  	
   

  	
  D2389

  
	
  All
  other cut & sew apparel mfg (pt)

  	
   

  	
  D2389

  
	
  Other
  apparel accessories & other apparel mfg (pt)

  	
   

  	
  D2389

  
	
  Miscellaneous
  fabricated textile products

  	
   

  	
  D239

  
	
  Curtains &
  draperies

  	
   

  	
  D2391

  
	
  Curtain &
  drapery mills (pt)

  	
   

  	
  D2391

  
	
  Housefurnishings
  n.e.c

  	
   

  	
  D2392

  
	
  Other
  household textile product mills

  	
   

  	
  D2392

  
	
  Textile
  bag mills (pt)

  	
   

  	
  D2392

  
	
  Broom,
  brush, & mop mfg (pt)

  	
   

  	
  D2392

  
	
  Textile
  bags

  	
   

  	
  D2393

  
	
  Textile
  bag mills (pt)

  	
   

  	
  D2393

  
	
  Canvas &
  related products

  	
   

  	
  D2394

  
	
  Canvas &
  related products mills

  	
   

  	
  D2394

  
	
  Pleating &
  stitching

  	
   

  	
  D2395

  
	
  All
  other miscellaneous textile product mills (pt)

  	
   

  	
  D2395

  
	
  Men’s &
  boys’ cut & sew apparel contractors (pt)

  	
   

  	
  D2395

  
	
  Women’s,
  girls’, & infants’ cut & sew apparel contractors (pt)

  	
   

  	
  D2395

  
	
  Automotive &
  apparel trimmings

  	
   

  	
  D2396

  
	
  All
  other miscellaneous textile product mills (pt)

  	
   

  	
  D2396

  
	
  Other
  apparel accessories & other apparel mfg (pt)

  	
   

  	
  D2396

  
	
  Commercial
  screen printing (pt)

  	
   

  	
  D2396

  
	
  Motor
  vehicle seating & interior trim mfg (pt)

  	
   

  	
  D2396

  
	
  Schiffli
  machine embroideries

  	
   

  	
  D2397

  
	
  Schiffli
  machine embroidary

  	
   

  	
  D2397

  
	
  Fabricated
  textile products, n.e.c

  	
   

  	
  D2399

  
	
  All
  other miscellaneous textile product mills (pt)

  	
   

  	
  D2399

  
	
  Other
  apparel accessories & other apparel mfg (pt)

  	
   

  	
  D2399

  
	
  Motor
  vehicle seating & interior trim mfg (pt)

  	
   

  	
  D2399

  
	
  Lumber
  and wood products

  	
   

  	
  D24

  
	
  Logging

  	
   

  	
  D241

  
	
  Logging

  	
   

  	
  D2411

  
	
  Logging

  	
   

  	
  D2411

  
	
  Sawmills
  and planing mills

  	
   

  	
  D242

  
	
  Sawmills &
  planing mills, general

  	
   

  	
  D2421

  
	
  Sawmills
  (pt)

  	
   

  	
  D2421

  
	
  Cut
  stock, resawing lumber, & planing (pt)

  	
   

  	
  D2421

  
	
  Other
  millwork (including flooring) (pt)

  	
   

  	
  D2421

  
	
  All
  other miscellaneous wood product mfg (pt)

  	
   

  	
  D2421

  
	
  Hardwood
  dimension & flooring mills

  	
   

  	
  D2426

  
	
  Cut
  stock, resawing lumber, & planing (pt)

  	
   

  	
  D2426

  
	
  Other
  millwork (including flooring) (pt)

  	
   

  	
  D2426

  
	
  Showcase,
  partition, shelving, & locker mfg (pt)

  	
   

  	
  D2426

  
	
  Special
  product sawmills, n.e.c.

  	
   

  	
  D2429

  
	
  Sawmills
  (pt)

  	
   

  	
  D2429

  
	
  Wood
  container & pallet mfg (pt)

  	
   

  	
  D2429

  
	
  All
  other miscellaneous wood product mfg (pt)

  	
   

  	
  D2429

  
	
  Millwork,
  plywood, and structural members

  	
   

  	
  D243

  
	
  Millwork

  	
   

  	
  D2431

  
	
  Wood
  window & door mfg

  	
   

  	
  D2431

  
	
  Other
  millwork (including flooring) (pt)

  	
   

  	
  D2431

  
	
  Wood
  kitchen cabinets

  	
   

  	
  D2434

  
	
  Wood
  kitchen cabinet & counter top mfg (pt)

  	
   

  	
  D2434

  
	
  Hardwood
  veneer & plywood

  	
   

  	
  D2435

  
	
  Hardwood
  veneer & plywood mfg

  	
   

  	
  D2435

  
	
  Softwood
  veneer & plywood

  	
   

  	
  D2436

  
	
  Softwood
  veneer & plywood mfg

  	
   

  	
  D2436

  
	
  Structural
  wood members, n.e.c

  	
   

  	
  D2439

  
	
  Sawmills
  (pt)

  	
   

  	
  D2439

  
	
  Engineered
  wood member (except truss) mfg

  	
   

  	
  D2439

  
	
  Truss
  mfg

  	
   

  	
  D2439

  
	
  Cut
  stock, resawing lumber, & planing (pt)

  	
   

  	
  D2439

  
	
  Wood
  containers

  	
   

  	
  D244

  
	
  Nailed
  wood boxes & shook

  	
   

  	
  D2441

  
	
  Wood
  container & pallet mfg (pt)

  	
   

  	
  D2441

  
	
  Wood
  pallets & skids

  	
   

  	
  D2448

  
	
  Wood
  container & pallet mfg (pt)

  	
   

  	
  D2448

  
	
  Wood
  containers, n.e.c.

  	
   

  	
  D2449

  
	
  Wood
  container & pallet mfg (pt)

  	
   

  	
  D2449

  
	
  Wood
  buildings and mobile homes

  	
   

  	
  D245

  
	
  Mobile
  homes

  	
   

  	
  D2451

  
	
  Manufactured
  home (mobile home) mfg

  	
   

  	
  D2451

  
	
  Prefabricated
  wood buildings

  	
   

  	
  D2452

  
	
  Prefabricated
  wood buildings mfg

  	
   

  	
  D2452

  
	
  Miscellaneous
  wood products

  	
   

  	
  D249

  
	
  Wood
  preserving

  	
   

  	
  D2491

  
	
  Wood
  preservation

  	
   

  	
  D2491

  
	
  Reconstituted
  wood products

  	
   

  	
  D2493

  
	
  Reconstituted
  wood product mfg

  	
   

  	
  D2493

  
	
  Wood
  products, n.e.c.

  	
   

  	
  D2499

  
	
  Cut
  stock, resawing lumber, & planing (pt)

  	
   

  	
  D2499

  
	
  Wood
  container & pallet mfg (pt)

  	
   

  	
  D2499

  
	
  All
  other miscellaneous wood product mfg (pt)

  	
   

  	
  D2499

  
	
  Metal
  window & door mfg (pt)

  	
   

  	
  D2499

  
	
  All
  other miscellaneous mfg (pt)

  	
   

  	
  D2499

  
	
  Furniture and fixtures

  	
   

  	
  D25

  
	
  Household
  furniture

  	
   

  	
  D251

  
	
  Wood
  household furniture

  	
   

  	
  D2511

  
	
  Nonupholstered
  wood household furniture mfg (pt)

  	
   

  	
  D2511

  
	
  Upholstered
  household furniture

  	
   

  	
  D2512

  
	
  Upholstered
  household furniture mfg (pt)

  	
   

  	
  D2512

  
	
  Metal
  household furniture

  	
   

  	
  D2514

  
	
  Metal
  household furniture mfg

  	
   

  	
  D2514

  
	
  Mattresses &
  badsprings

  	
   

  	
  D2515

  
	
  Upholstered
  household furniture mfg (pt)

  	
   

  	
  D2515

  
	
  Mattress
  mfg

  	
   

  	
  D2515

  
	
  Wood
  TV & radio cabinets

  	
   

  	
  D2517

  
	
  Wood
  television, radio, & sewing machine cabinet mfg

  	
   

  	
  D2517

  
	
  Household
  furniture, n.e.c.

  	
   

  	
  D2519

  
	
  Household
  furniture (except wood & metal) mfg

  	
   

  	
  D2519

  
	
  Office
  furniture

  	
   

  	
  D252

  
	
  Wood
  office furniture

  	
   

  	
  D2521

  
	
  Wood
  office furniture mfg

  	
   

  	
  D2521

  
	
  Office
  furniture, except wood

  	
   

  	
  D2522

  
	
  Office
  furniture (except wood) mfg

  	
   

  	
  D2522

  
	
  Public
  building and related furniture

  	
   

  	
  D253

  
	
  Public
  building & related furniture

  	
   

  	
  D2531

  
	
  Motor
  vehicle seating & interior trim mfg (pt)

  	
   

  	
  D2531

  
	
  Institutional
  furniture mfg (pt)

  	
   

  	
  D2531

  
	
  Lead
  pencil & art good mfg (pt)

  	
   

  	
  D2531

  
	
  Partitions
  and fixtures

  	
   

  	
  D254

  
	
  Wood
  partitions & fixtures

  	
   

  	
  D2541

  
	
  Wood
  kitchen cabinet & counter top mfg (pt)

  	
   

  	
  D2541

  
	
  Custom
  architectural woodwork & millwork mfg

  	
   

  	
  D2541

  
	
  Showcase,
  partition, shelving, & locker mfg (pt)

  	
   

  	
  D2541

  
	
  Partitions &
  fixtures, except wood

  	
   

  	
  D2542

  
	
  Showcase,
  partition, shelving, & locker mfg (pt)

  	
   

  	
  D2542

  
	
  Miscellaneous
  furniture and fixtures

  	
   

  	
  D259

  
	
  Drapery
  hardware, blinds, & shades

  	
   

  	
  D2591

  
	
  Blind &
  shade mfg

  	
   

  	
  D2591

  
	
  Furniture &
  fixtures, n.e.c.

  	
   

  	
  D2599

  
	
  Institutional
  furniture mfg (pt)

  	
   

  	
  D2599

  
	
  Surgical
  appliance & supplies mfg (pt)

  	
   

  	
  D2599

  
	
  Paper
  and allied products

  	
   

  	
  D26

  
	
  Pulp
  mills

  	
   

  	
  D261

  
	
  Pulp
  mills

  	
   

  	
  D2611

  
	
  Pulp
  mills

  	
   

  	
  D2611

  
	
  Paper
  mills

  	
   

  	
  D262

  
	
  Paper
  mills

  	
   

  	
  D2621

  
	
  Paper
  (except newsprint) mills (pt)

  	
   

  	
  D2621

  
	
  Newsprint
  mills

  	
   

  	
  D2621

  
	
  Paperboard
  mills

  	
   

  	
  D263

  
	
  Paperboard
  mills

  	
   

  	
  D2631

  
	
  Paperboard
  mills

  	
   

  	
  D2631

  
	
  Paperboard
  containers and boxes

  	
   

  	
  D265

  
	
  Setup
  paperboard boxes

  	
   

  	
  D2652

  
	
  Setup
  paperboard box mfg

  	
   

  	
  D2652

  
	
  Corrugated &
  solid fiber boxes

  	
   

  	
  D2653

  
	
  Corrugated &
  solid fiber box mfg

  	
   

  	
  D2653

  
	
  Fiber
  cans, drums, & similar products

  	
   

  	
  D2655

  
	
  Fiber
  can, tube, drum, & similar products mfg

  	
   

  	
  D2655

  
	
  Sanitary
  food containers

  	
   

  	
  D2656

  
	
  Nonfolding
  sanitary food container mfg

  	
   

  	
  D2656

  



 


4

















 


Schedule
V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  
	
  Folding
  paperboard boxes

  	
   

  	
  D2657

  
	
  Folding
  paperboard box mfg

  	
   

  	
  D2657

  
	
  Miscellaneous
  converted paper products

  	
   

  	
  D267

  
	
  Paper - coated
  & laminated, packaging

  	
   

  	
  D2671

  
	
  Coated &
  laminated packaging paper & plastics film mfg

  	
   

  	
  D2671

  
	
  Unsupported
  plastics packaging film & sheet mfg

  	
   

  	
  D2671

  
	
  Paper - coated
  & laminated, n.e.c.

  	
   

  	
  D2672

  
	
  Coated &
  laminated paper mfg (pt)

  	
   

  	
  D2672

  
	
  Bags - plastics,
  laminated, & coated

  	
   

  	
  D2673

  
	
  Plastics, foil,
  & coated paper bag mfg

  	
   

  	
  D2673

  
	
  Unsupported
  plastics bag mfg

  	
   

  	
  D2673

  
	
  Bags - uncoated
  paper & multiwall

  	
   

  	
  D2674

  
	
  Uncoated paper
  & multiwall bag mfg

  	
   

  	
  D2674

  
	
  Die-cut paper
  & board

  	
   

  	
  D2675

  
	
  Surface-coated
  paperboard mfg

  	
   

  	
  D2675

  
	
  Die-cut paper
  & paperboard office supplies mfg (pt)

  	
   

  	
  D2675

  
	
  All other
  converted paper product mfg (pt)

  	
   

  	
  D2675

  
	
  Sanitary paper
  products

  	
   

  	
  D2676

  
	
  Paper (except
  newsprint) mills (pt)

  	
   

  	
  D2676

  
	
  Sanitary paper
  product mfg (pt)

  	
   

  	
  D2676

  
	
  Envelopes

  	
   

  	
  D2677

  
	
  Envelopes mfg

  	
   

  	
  D2677

  
	
  Stationery
  products

  	
   

  	
  D2678

  
	
  Stationery,
  tablet, & related product mfg

  	
   

  	
  D2678

  
	
  Converted paper
  products, n.e.c.

  	
   

  	
  D2679

  
	
  Coated &
  laminated paper mfg (pt)

  	
   

  	
  D2679

  
	
  Die-cut paper
  & paperboard office supplies mfg (pt)

  	
   

  	
  D2679

  
	
  All other
  converted paper product mfg (pt)

  	
   

  	
  D2679

  
	
  Printing and publishing

  	
   

  	
  D27

  
	
  Newspapers

  	
   

  	
  D271

  
	
  Newspapers

  	
   

  	
  D2711

  
	
  Newspaper
  publishers

  	
   

  	
  D2711

  
	
  Periodicals

  	
   

  	
  D272

  
	
  Periodicals

  	
   

  	
  D2721

  
	
  Periodical
  publishers

  	
   

  	
  D2721

  
	
  Books

  	
   

  	
  D273

  
	
  Book publishing

  	
   

  	
  D2731

  
	
  Book publishers

  	
   

  	
  D2731

  
	
  Music publishers
  (pt)

  	
   

  	
  D2731

  
	
  Book printing

  	
   

  	
  D2732

  
	
  Book printing

  	
   

  	
  D2732

  
	
  Miscellaneous
  publishing

  	
   

  	
  D274

  
	
  Miscellaneous
  publishing

  	
   

  	
  D2741

  
	
  Database &
  directory publishers (pt)

  	
   

  	
  D2741

  
	
  All other
  publishers

  	
   

  	
  D2741

  
	
  Music publishers
  (pt)

  	
   

  	
  D2741

  
	
  Commercial
  printing

  	
   

  	
  D275

  
	
  Commercial
  printing, lithographic

  	
   

  	
  D2752

  
	
  Commercial
  lithographic printing (pt)

  	
   

  	
  D2752

  
	
  Quick printing
  (pt)

  	
   

  	
  D2752

  
	
  Commercial
  printing, gravure

  	
   

  	
  D2754

  
	
  Commercial gravure
  printing (pt)

  	
   

  	
  D2754

  
	
  Commercial
  printing, n.e.c.

  	
   

  	
  D2759

  
	
  Commercial
  flexographic printing (pt)

  	
   

  	
  D2759

  
	
  Commercial
  screen printing (pt)

  	
   

  	
  D2759

  
	
  Quick printing
  (pt)

  	
   

  	
  D2759

  
	
  Digital printing

  	
   

  	
  D2759

  
	
  Other commercial
  printing (pt)

  	
   

  	
  D2759

  
	
  Manifold
  business forms

  	
   

  	
  D276

  
	
  Manifold
  business forms

  	
   

  	
  D2761

  
	
  Manifold
  business form printing (pt)

  	
   

  	
  D2761

  
	
  Greeting cards

  	
   

  	
  D277

  
	
  Greeting cards

  	
   

  	
  D2771

  
	
  Commercial
  lithographic printing (pt)

  	
   

  	
  D2771

  
	
  Commercial
  gravure printing (pt)

  	
   

  	
  D2771

  
	
  Commercial
  flexographic printing (pt)

  	
   

  	
  D2771

  
	
  Commercial
  screen printing (pt)

  	
   

  	
  D2771

  
	
  Other commercial
  printing (pt)

  	
   

  	
  D2771

  
	
  Greeting card
  publishers

  	
   

  	
  D2771

  
	
  Blankbooks and
  bookbinding

  	
   

  	
  D278

  
	
  Blankbooks &
  looseleaf binders

  	
   

  	
  D2782

  
	
  Manifold
  business form printing (pt)

  	
   

  	
  D2782

  
	
  Blankbook,
  looseleaf binder, & device mfg

  	
   

  	
  D2782

  
	
  Bookbinding
  & related work

  	
   

  	
  D2789

  
	
  Tradebinding
  & related work

  	
   

  	
  D2789

  
	
  Printing trade
  services

  	
   

  	
  D279

  
	
  Typesetting

  	
   

  	
  D2791

  
	
  Prepress
  services (pt)

  	
   

  	
  D2791

  
	
  Platemaking
  services

  	
   

  	
  D2796

  
	
  Prepress
  services (pt)

  	
   

  	
  D2796

  
	
  Chemicals and allied products

  	
   

  	
  D28

  
	
  Industrial
  Inorganic chemicals

  	
   

  	
  D281

  
	
  Alkalies &
  chlorine

  	
   

  	
  D2812

  
	
  Alkalies &
  chlorine mfg

  	
   

  	
  D2812

  
	
  Industrial gases

  	
   

  	
  D2813

  
	
  Industrial gas
  mfg (pt)

  	
   

  	
  D2813

  
	
  Inorganic
  pigments

  	
   

  	
  D2816

  
	
  Inorganic dye
  & pigment mfg (pt)

  	
   

  	
  D2816

  
	
  Carbon black mfg
  (pt)

  	
   

  	
  D2816

  
	
  Industrial
  inorganic chemicals, n.e.c.

  	
   

  	
  D2819

  
	
  Inorganic dye & pigment mfg (pt)

  	
   

  	
  D2819

  
	
  All other basic inorganic
  chemical mfg (pt)

  	
   

  	
  D2819

  
	
  All other
  miscellaneous chemical product & preparation mfg (pt)

  	
   

  	
  D2819

  
	
  Alumina refining

  	
   

  	
  D2819

  
	
  Plastics materials and synthetics

  	
   

  	
  D282

  
	
  Plastics
  materials & resins

  	
   

  	
  D2821

  
	
  Plastics
  materials & resin mfg

  	
   

  	
  D2821

  
	
  Synthetic rubber

  	
   

  	
  D2822

  
	
  Synthetic rubber
  mfg

  	
   

  	
  D2822

  
	
  Cellulosic
  manmade fibers

  	
   

  	
  D2823

  
	
  Cellulosic
  organic fiber mfg

  	
   

  	
  D2823

  
	
  Organic fibers,
  noncellulosic

  	
   

  	
  D2824

  
	
  Noncellulosic
  organic fiber mfg

  	
   

  	
  D2824

  
	
  Drugs

  	
   

  	
  D283

  
	
  Medicinals &
  botanicals

  	
   

  	
  D2833

  
	
  Medicinals &
  botanical mfg

  	
   

  	
  D2833

  
	
  Pharmaceutical
  preparations

  	
   

  	
  D2834

  
	
  Pharmaceutical
  preparation mfg (pt)

  	
   

  	
  D2834

  
	
  Diagnostic
  substances

  	
   

  	
  D2835

  
	
  Pharmaceutical
  preparation mfg (pt)

  	
   

  	
  D2835

  
	
  In-vitro
  diagnostic substance mfg

  	
   

  	
  D2835

  
	
  Biological
  products, except diagnostic

  	
   

  	
  D2836

  
	
  Biological
  product (except diagnostic) mfg

  	
   

  	
  D2836

  
	
  Soaps, cleaners, and toilet goods

  	
   

  	
  D284

  
	
  Soap & other
  detergents

  	
   

  	
  D2841

  
	
  Soap & other
  detergent mfg (pt)

  	
   

  	
  D2841

  
	
  Polishes &
  sanitation goods

  	
   

  	
  D2842

  
	
  Polish & other
  sanitation good mfg

  	
   

  	
  D2842

  
	
  Surface active
  agents

  	
   

  	
  D2843

  
	
  Surface active
  agent mfg

  	
   

  	
  D2843

  
	
  Toilet
  preparations

  	
   

  	
  D2844

  
	
  Soap & other
  detergent mfg (pt)

  	
   

  	
  D2844

  
	
  Toilet
  preparation mfg

  	
   

  	
  D2844

  
	
  Paints and allied products

  	
   

  	
  D285

  
	
  Paints and
  allied products

  	
   

  	
  D2851

  
	
  Paint &
  coating mfg (pt)

  	
   

  	
  D2851

  
	
  Industrial organic chemicals

  	
   

  	
  D286

  
	
  Gum & wood
  chemicals

  	
   

  	
  D2861

  
	
  Gum & wood
  chemical mfg

  	
   

  	
  D2861

  
	
  Cyclic crudes
  & intermediates

  	
   

  	
  D2865

  
	
  Petrochemical
  mfg (pt)

  	
   

  	
  D2865

  
	
  Synthetic
  organic dye & pigment mfg

  	
   

  	
  D2865

  
	
  Cyclic crude
  & intermediate mfg

  	
   

  	
  D2865

  
	
  Industrial
  organic chemicals, n.e.c.

  	
   

  	
  D2869

  
	
  Petrochemical
  mfg (pt)

  	
   

  	
  D2869

  
	
  Industrial gas
  mfg (pt)

  	
   

  	
  D2869

  
	
  All other basic
  inorganic chemical mfg (pt)

  	
   

  	
  D2869

  
	
  Ethyl alcohol
  mfg

  	
   

  	
  D2869

  
	
  All other basic
  organic chemical mfg (pt)

  	
   

  	
  D2869

  
	
  Agricultural chemicals

  	
   

  	
  D287

  
	
  Nitrogenous
  fertilizers

  	
   

  	
  D2873

  
	
  Nitrogenous
  fertilizer mfg

  	
   

  	
  D2873

  
	
  Phosphatic
  fertilizers

  	
   

  	
  D2874

  
	
  Phosphatic
  fertilizer mfg

  	
   

  	
  D2874

  
	
  Fertilizers,
  mixing only

  	
   

  	
  D2875

  
	
  Fertilizer
  (mixing only) mfg

  	
   

  	
  D2875

  
	
  Agricultural
  chemicals, n.e.c.

  	
   

  	
  D2879

  
	
  Pesticide &
  other agricultural chemical mfg

  	
   

  	
  D2879

  
	
  Miscellaneous chemical products

  	
   

  	
  D289

  
	
  Adhesives &
  sealants

  	
   

  	
  D2891

  
	
  Adhesive mfg

  	
   

  	
  D2891

  
	
  Explosives

  	
   

  	
  D2892

  
	
  Explosives mfg

  	
   

  	
  D2892

  
	
  Printing ink

  	
   

  	
  D2893

  
	
  Printing ink mfg

  	
   

  	
  D2893

  
	
  Carbon black

  	
   

  	
  D2895

  
	
  Carbon black mfg
  (pt)

  	
   

  	
  D2895

  
	
  Chemical
  preparations, n.e.c.

  	
   

  	
  D2899

  
	
  Spice &
  extract mfg (pt)

  	
   

  	
  D2899

  
	
  All other basic
  organic chemical mfg (pt)

  	
   

  	
  D2899

  
	
  Paint &
  coating mfg (pt)

  	
   

  	
  D2899

  
	
  All other
  miscellaneous chemical product & preparation mfg (pt)

  	
   

  	
  D2899

  
	
  Petroleum and coal products

  	
   

  	
  D29

  
	
  Petroleum refining

  	
   

  	
  D291

  
	
  Petroleum
  refining

  	
   

  	
  D2911

  
	
  Petroleum
  refineries

  	
   

  	
  D2911

  
	
  Asphalt paving
  and roofing materials

  	
   

  	
  D295

  
	
  Asphalt paving
  mixtures & blocks

  	
   

  	
  D2951

  
	
  Asphalt paving
  mixture & block mfg

  	
   

  	
  D2951

  
	
  Asphalt felts
  & coatings

  	
   

  	
  D2952

  
	
  Asphalt shingle
  & coating materials mfg

  	
   

  	
  D2952

  
	
  Miscellaneous petroleum and coal products

  	
   

  	
  D299

  
	
  Lubricating oils
  & greases

  	
   

  	
  D2992

  
	
  Petroleum
  lubricating oil & grease mfg

  	
   

  	
  D2992

  
	
  Petroleum &
  coal products, n.e.c.

  	
   

  	
  D2999

  
	
  All other
  petroleum & coal products mfg (pt)

  	
   

  	
  D2999

  
	
  Rubber and miscellaneous
  plastics products

  	
   

  	
  D30

  
	
  Tires and inner tubes

  	
   

  	
  D301

  



 


5

















 


Schedule
V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  
	
  Tires &
  Inner tubes

  	
   

  	
  D3011

  
	
  Tire
  mfg (except retreeding)

  	
   

  	
  D3011

  
	
  Rubber
  and plastics footwear

  	
   

  	
  D302

  
	
  Rubber &
  plastics footwear

  	
   

  	
  D3021

  
	
  Rubber &
  plastics footwear mfg

  	
   

  	
  D3021

  
	
  Hose
  and belting and gaskets and packing

  	
   

  	
  D3021

  
	
  Rubber &
  plastics hose & belting

  	
   

  	
  D305

  
	
  Rubber &
  plastics hoses & belting mfg

  	
   

  	
  D3052

  
	
  Gaskets,
  packing & sealing devices

  	
   

  	
  D3052

  
	
  Gaskets,
  packing & sealing devices mfg

  	
   

  	
  D3053

  
	
  Fabricated
  rubber products, n.e.c.

  	
   

  	
  D3053

  
	
  Machanical
  rubber goods

  	
   

  	
  D306

  
	
  Rubber
  product mfg for mechanical use

  	
   

  	
  D3061

  
	
  Fabricated
  rubber products, n.e.c.

  	
   

  	
  D3061

  
	
  Fabric
  coating mills (pt)

  	
   

  	
  D3069

  
	
  Resilient
  floor covering mfg (pt)

  	
   

  	
  D3069

  
	
  All
  other rubber product mfg

  	
   

  	
  D3069

  
	
  Miscellaneous
  plastics products, n.e.c.

  	
   

  	
  D3069

  
	
  Unsupported
  plastics film & sheet

  	
   

  	
  D308

  
	
  Unsupported
  plastics film & sheet (except packaging) mfg

  	
   

  	
  D3081

  
	
  Unsupported
  plastics profile shapes

  	
   

  	
  D3081

  
	
  Unsupported
  plastics profile shapes mfg

  	
   

  	
  D3082

  
	
  Laminated
  plastics plate & sheet

  	
   

  	
  D3082

  
	
  Laminated
  plastics plate, sheet & shape mfg

  	
   

  	
  D3083

  
	
  Plastics
  pipe

  	
   

  	
  D3083

  
	
  Plastics
  pipe & pipe fitting mfg (pt)

  	
   

  	
  D3084

  
	
  Plastics
  bottles

  	
   

  	
  D3084

  
	
  Plastics
  bottle mfg

  	
   

  	
  D3085

  
	
  Plastics
  foam products

  	
   

  	
  D3085

  
	
  Polystyrene
  foam product mfg

  	
   

  	
  D3086

  
	
  Urethane &
  other foam product (except polystyrene) mfg

  	
   

  	
  D3086

  
	
  Custom
  compound purchased resins

  	
   

  	
  D3087

  
	
  Custom
  compounding of purchased resin

  	
   

  	
  D3087

  
	
  Plastics
  plumbing fixtures

  	
   

  	
  D3088

  
	
  Plastics
  plumbing fixture mfg

  	
   

  	
  D3088

  
	
  Plastics
  products, n.e.c.

  	
   

  	
  D3089

  
	
  Plastics
  pipe & pipe fitting mfg (pt)

  	
   

  	
  D3089

  
	
  All
  other plastics product mfg (pt)

  	
   

  	
  D3089

  
	
  Residential
  eletric lighting fixture mfg (pt)

  	
   

  	
  D3089

  
	
  Leather and leather
  products

  	
   

  	
  D31

  
	
  Leather
  tanning and finishing

  	
   

  	
  D311

  
	
  Leather
  tanning & finishing

  	
   

  	
  D3111

  
	
  Leather &
  hide tanning & finishing (pt)

  	
   

  	
  D3111

  
	
  Footwear
  cut stock

  	
   

  	
  D313

  
	
  Footwear
  cut stock & findings

  	
   

  	
  D3131

  
	
  All
  other leather good mfg (pt)

  	
   

  	
  D3131

  
	
  All
  other miscellaneous wood product mfg (pt)

  	
   

  	
  D3131

  
	
  Fastener,
  button, needle, & pin mfg (pt)

  	
   

  	
  D3131

  
	
  Footwear,
  except rubber

  	
   

  	
  D314

  
	
  House
  slippers

  	
   

  	
  D3142

  
	
  House
  slipper mfg

  	
   

  	
  D3142

  
	
  Men’s
  footwear, except athletic

  	
   

  	
  D3143

  
	
  Men’s
  footwear (except athletic) mfg

  	
   

  	
  D3143

  
	
  Women’s
  footwear, except athletic

  	
   

  	
  D3144

  
	
  Women’s
  footwear (except athletic) mfg

  	
   

  	
  D3144

  
	
  Footwear,
  except rubber, n.e.c.

  	
   

  	
  D3149

  
	
  Other
  footwear mfg

  	
   

  	
  D3149

  
	
  Leather
  gloves and mittens

  	
   

  	
  D315

  
	
  Leather
  gloves & mittens

  	
   

  	
  D3151

  
	
  Glove &
  mitten mfg (pt)

  	
   

  	
  D3151

  
	
  Luggage

  	
   

  	
  D316

  
	
  Luggage

  	
   

  	
  D3161

  
	
  Luggage
  mfg

  	
   

  	
  D3161

  
	
  Handbags
  and personal leather goods

  	
   

  	
  D317

  
	
  Women’s
  handbags & purses

  	
   

  	
  D3171

  
	
  Women’s
  handbag & purse mfg

  	
   

  	
  D3171

  
	
  Personal
  leather goods, n.e.c.

  	
   

  	
  D3172

  
	
  Personal
  leather good (except women’s handbag & purse) mfg

  	
   

  	
  D3172

  
	
  Leather
  goods, n.e.c.

  	
   

  	
  D319

  
	
  Leather
  goods, n.e.c.

  	
   

  	
  D3199

  
	
  All
  other leather good mfg (pt)

  	
   

  	
  D3199

  
	
  Stone, clay, and glass
  products

  	
   

  	
  D32

  
	
  Flat
  glass

  	
   

  	
  D321

  
	
  Flat
  glass

  	
   

  	
  D3211

  
	
  Flat
  glass mfg

  	
   

  	
  D3211

  
	
  Glass
  and glassware, pressed or blown

  	
   

  	
  D322

  
	
  Glass
  containers

  	
   

  	
  D3221

  
	
  Glass
  container mfg

  	
   

  	
  D3221

  
	
  Pressed &
  blown glass, n.e.c.

  	
   

  	
  D3229

  
	
  Other
  pressed & blown glass & glassware mfg

  	
   

  	
  D3229

  
	
  Products
  of purchased glass

  	
   

  	
  D323

  
	
  Products
  of purchased glass

  	
   

  	
  D3231

  
	
  Glass
  product mfg made of purchased glass

  	
   

  	
  D3231

  
	
  Cement,
  hydraulic

  	
   

  	
  D324

  
	
  Cement,
  hydraulic

  	
   

  	
  D3241

  
	
  Cement
  mfg

  	
   

  	
  D3241

  
	
  Structural
  clay products

  	
   

  	
  D325

  
	
  Brick &
  structural clay tile

  	
   

  	
  D3251

  
	
  Brick &
  structural clay tile mfg

  	
   

  	
  D3251

  
	
  Ceramic
  wall & floor tile

  	
   

  	
  D3253

  
	
  Ceramic
  wall & floor tile mfg

  	
   

  	
  D3253

  
	
  Clay
  refractories

  	
   

  	
  D3255

  
	
  Clay
  refractory mfg

  	
   

  	
  D3255

  
	
  Structural
  clay products, n.e.c.

  	
   

  	
  D3259

  
	
  Other
  structural clay product mfg

  	
   

  	
  D3259

  
	
  Pottery
  and related products

  	
   

  	
  D326

  
	
  Vitreous
  plumbing fixtures

  	
   

  	
  D3261

  
	
  Vitreous
  china plumbing fixture & bathroom accessories mfg

  	
   

  	
  D3261

  
	
  Vitreous
  china food utenails

  	
   

  	
  D3262

  
	
  Vitreous
  china, fine earthenware, & other pottery product mfg (pt

  	
   

  	
  D3262

  
	
  Fine
  earthenware food utenails

  	
   

  	
  D3263

  
	
  Vitreous
  china, fine earthenware, & other pottery product mfg (pt

  	
   

  	
  D3263

  
	
  Porcelain
  electrical supplies

  	
   

  	
  D3264

  
	
  Porcelain
  electrical supply mfg

  	
   

  	
  D3264

  
	
  Pottery
  products, n.e.c.

  	
   

  	
  D3269

  
	
  Vitreous
  china, fine earthenware, & other pottery product mfg (pt

  	
   

  	
  D3269

  
	
  Concrete,
  gypsum, and plaster products

  	
   

  	
  D327

  
	
  Concrete
  brick & block

  	
   

  	
  D3271

  
	
  Concrete
  brick & block mfg

  	
   

  	
  D3271

  
	
  Concrete
  products, n.e.c.

  	
   

  	
  D3272

  
	
  Concrete
  pipe mfg

  	
   

  	
  D3272

  
	
  Other
  concrete product mfg

  	
   

  	
  D3272

  
	
  All
  other miscellaneous nonmetallic mineral product mfg (pt)

  	
   

  	
  D3272

  
	
  Ready-mixed
  concrete

  	
   

  	
  D3273

  
	
  Ready-mix
  concrete mfg

  	
   

  	
  D3273

  
	
  Lime

  	
   

  	
  D3274

  
	
  Lime
  mfg

  	
   

  	
  D3274

  
	
  Gypsum
  products

  	
   

  	
  D3275

  
	
  Gypsum
  product mfg (pt)

  	
   

  	
  D3275

  
	
  Cut
  stone and stone products

  	
   

  	
  D328

  
	
  Cut
  stone & stone products

  	
   

  	
  D3281

  
	
  Cut
  stone & stone product mfg

  	
   

  	
  D3281

  
	
  Miscellaneous
  nonmetallic mineral products

  	
   

  	
  D329

  
	
  Abrasive
  products

  	
   

  	
  D3291

  
	
  Abrasive
  product mfg

  	
   

  	
  D3291

  
	
  All
  other miscellaneous fabricated metal product mfg (pt)

  	
   

  	
  D3291

  
	
  Asbestos
  products

  	
   

  	
  D3292

  
	
  All
  other miscellaneous nonmetallic mineral product mfg (pt)

  	
   

  	
  D3292

  
	
  Motor
  vehicle broke system mfg (pt)

  	
   

  	
  D3292

  
	
  Minerals,
  ground or treated

  	
   

  	
  D3295

  
	
  Ground
  or treated mineral & earth mfg

  	
   

  	
  D3296

  
	
  Mineral
  wool

  	
   

  	
  D3296

  
	
  Mineral
  wool mfg

  	
   

  	
  D3296

  
	
  Nonclay
  refractories

  	
   

  	
  D3297

  
	
  Nonclay
  refractory mfg

  	
   

  	
  D3297

  
	
  Nonmetallic
  mineral products, n.e.c.

  	
   

  	
  D3299

  
	
  Vitreous
  china, fine earthenware, & other pottery product mfg (pt

  	
   

  	
  D3299

  
	
  Gypsum
  product mfg (pt)

  	
   

  	
  D3299

  
	
  All
  other miscellaneous nonmetallic mineral product mfg (pt)

  	
   

  	
  D3299

  
	
  Primary
  metal industries

  	
   

  	
  D33

  
	
  Blast
  furnace and basic steel products

  	
   

  	
  D331

  
	
  Blast
  furnaces & steel mills

  	
   

  	
  D3312

  
	
  All
  other petroleum & coal products mfg (pt)

  	
   

  	
  D3312

  
	
  Iron &
  steel mills (pt)

  	
   

  	
  D3312

  
	
  Electrometallurgical
  products

  	
   

  	
  D3313

  
	
  Electrometallurgical
  ferroalloy product mfg

  	
   

  	
  D3313

  
	
  Other
  nonferrous metal secondary smelting, refining, & alloying (

  	
   

  	
  D3313

  
	
  Steel
  wire drawing

  	
   

  	
  D3315

  
	
  Other
  fabricated wire product mfg (pt)

  	
   

  	
  D3315

  
	
  Cold
  finishing of steel shapes

  	
   

  	
  D3316

  
	
  Cold-rolled
  steel shape mfg

  	
   

  	
  D3316

  
	
  Steel
  pipe & tubes

  	
   

  	
  D3317

  
	
  Iron &
  steel pipes & tubes mfg from purchased steel

  	
   

  	
  D3317

  
	
  Iron
  and steel foundries

  	
   

  	
  D332

  
	
  Gray
  iron foundries

  	
   

  	
  D3321

  
	
  Iron
  foundries (pt)

  	
   

  	
  D3321

  
	
  Malleable
  iron foundries

  	
   

  	
  D3322

  
	
  Iron
  foundries (pt)

  	
   

  	
  D3322

  
	
  Steel
  investment foundries

  	
   

  	
  D3324

  
	
  Steel
  investment foundries

  	
   

  	
  D3324

  
	
  Steel
  foundries, n.e.c.

  	
   

  	
  D3325

  
	
  Steel
  foundries (except investment)

  	
   

  	
  D3325

  
	
  Primary
  nonferrous metals

  	
   

  	
  D333

  
	
  Primary
  copper

  	
   

  	
  D3331

  
	
  Primary
  smelting & refining of copper

  	
   

  	
  D3331

  
	
  Primary
  aluminum

  	
   

  	
  D3334

  
	
  Primary
  aluminum production

  	
   

  	
  D3334

  
	
  Primary
  nonferrous metals, n.e.c.

  	
   

  	
  D3339

  
	
  Other
  nonferrous metal primary smelting & refining

  	
   

  	
  D3339

  
	
  Secondary
  nonferrous metals

  	
   

  	
  D334

  
	
  Secondary
  nonferrous metals

  	
   

  	
  D3341

  
	
  Secondary
  smelting & alloying of aluminum (pt)

  	
   

  	
  D3341

  
	
  Secondary
  smelting, refining, & alloying of copper (pt)

  	
   

  	
  D3341

  
	
  Other
  nonferrous metal secondary smelting, refining, & alloying (

  	
   

  	
  D3341

  
	
  Nonferrous
  rolling and drawing

  	
   

  	
  D335

  
	
  Copper
  rolling & drawing

  	
   

  	
  D3351

  
	
  Copper
  rolling, drawing, & extruding

  	
   

  	
  D3351

  



 


6
















 


Schedule
V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  
	
   

  	
   

  	
   

  
	
  Aluminum
  sheet, plate, & foil

  	
   

  	
  D3353

  
	
  Aluminum
  sheet, plate, & foil mfg

  	
   

  	
  D3353

  
	
  Fabricated
  pipe & pipe fitting mfg (pt)

  	
   

  	
  D3353

  
	
  Aluminum
  extruded products

  	
   

  	
  D3354

  
	
  Aluminum
  extruded product mfg

  	
   

  	
  D3354

  
	
  Aluminum
  rolling & drawing, n.e.c.

  	
   

  	
  D3355

  
	
  Other
  aluminum rolling & drawing (pt)

  	
   

  	
  D3355

  
	
  Nonferrous
  rolling & drawing, n.e.c.

  	
   

  	
  D3356

  
	
  Other
  nonferrous metal rolling, drawing, & extruding (pt)

  	
   

  	
  D3356

  
	
  Nonferrous
  wire drawing & insulating

  	
   

  	
  D3357

  
	
  Other
  aluminum rolling & drawing (pt)

  	
   

  	
  D3357

  
	
  Copper
  wire (except mechanical) drawing

  	
   

  	
  D3357

  
	
  Other
  nonferrous metal rolling, drawing, & extruding (pt)

  	
   

  	
  D3357

  
	
  Fiber
  optic cable mfg

  	
   

  	
  D3357

  
	
  Other
  communication & energy wire mfg

  	
   

  	
  D3357

  
	
  Nonferrous
  foundries (castings)

  	
   

  	
  D336

  
	
  Aluminum
  die-castings

  	
   

  	
  D3363

  
	
  Aluminum
  die-casting foundries

  	
   

  	
  D3363

  
	
  Nonferrous
  die-casting, except aluminum

  	
   

  	
  D3364

  
	
  Nonferrous
  (except aluminum) die-casting foundries

  	
   

  	
  D3364

  
	
  Aluminum
  foundries

  	
   

  	
  D3365

  
	
  Aluminum
  foundries (except die-casting)

  	
   

  	
  D3365

  
	
  Copper
  foundries

  	
   

  	
  D3366

  
	
  Copper
  foundries (except die-casting)

  	
   

  	
  D3366

  
	
  Nonferrous
  foundries, n.e.c.

  	
   

  	
  D3369

  
	
  Other
  nonferrous foundries (except die-casting)

  	
   

  	
  D3369

  
	
  Miscellaneous
  primary metal products

  	
   

  	
  D339

  
	
  Metal
  heat treating

  	
   

  	
  D3398

  
	
  Metal
  heat treating

  	
   

  	
  D3398

  
	
  Primary
  metal products, n.e.c.

  	
   

  	
  D3399

  
	
  Iron &
  steel mills (pt)

  	
   

  	
  D3399

  
	
  Secondary
  smelting & alloying of aluminum (pt)

  	
   

  	
  D3399

  
	
  Secondary
  smelting, refining, & alloying of copper (pt)

  	
   

  	
  D3399

  
	
  Other
  nonferrous metal secondary smelting, refining, & alloying (

  	
   

  	
  D3399

  
	
  Other
  fabricated wire product mfg (pt)

  	
   

  	
  D3399

  
	
  Fabricated
  metal products

  	
   

  	
  D34

  
	
  Metal
  cans and shipping containers

  	
   

  	
  D341

  
	
  Metal
  cans

  	
   

  	
  D3411

  
	
  Metal
  can mfg

  	
   

  	
  D3411

  
	
  Metal barrels, drums, & pails

  	
   

  	
  D3412

  
	
  Other
  metal container mfg (pt)

  	
   

  	
  D3412

  
	
  Cutlery,
  handtools, and hardware

  	
   

  	
  D342

  
	
  Cutlery

  	
   

  	
  D3421

  
	
  Cutlery & flatware (except precious) mfg
  (pt)

  	
   

  	
  D3421

  
	
  Hand & edge tools, n.e.c.

  	
   

  	
  D3423

  
	
  Hand & edge tool mfg (pt)

  	
   

  	
  D3423

  
	
  Hand saws & saw blades

  	
   

  	
  D3425

  
	
  Saw blade & handsaw mfg

  	
   

  	
  D3425

  
	
  Hardware, n.e.c.

  	
   

  	
  D3429

  
	
  Other metal container mfg (pt)

  	
   

  	
  D3429

  
	
  Hardware mfg (pt)

  	
   

  	
  D3429

  
	
  Other metal valve & pipe fitting mfg (pt)

  	
   

  	
  D3429

  
	
  Plumbing and heating, except electric

  	
   

  	
  D343

  
	
  Metal sanitary ware

  	
   

  	
  D3431

  
	
  Enameled iron & metal sanitary ware mfg

  	
   

  	
  D3431

  
	
  Plumbing fittings & brass goods

  	
   

  	
  D3432

  
	
  Plumbing fixture fitting & trim mfg

  	
   

  	
  D3432

  
	
  All other miscellaneous fabricated metal product
  mfg (pt)

  	
   

  	
  D3432

  
	
  Heating equipment, except electric

  	
   

  	
  D3433

  
	
  Heating equipment (except warm air furnaces) mfg
  (pt)

  	
   

  	
  D3433

  
	
  Fabricated structural metal products

  	
   

  	
  D344

  
	
  Fabricated structural metal

  	
   

  	
  D3441

  
	
  Fabricated structural metal mfg (pt)

  	
   

  	
  D3441

  
	
  Metal doors, sash, & trim

  	
   

  	
  D3442

  
	
  Metal window & door mfg (pt)

  	
   

  	
  D3442

  
	
  Fabricated plate work, boiler shops

  	
   

  	
  D3443

  
	
  Plate work mfg

  	
   

  	
  D3443

  
	
  Power boiler & heat exchanger mfg

  	
   

  	
  D3443

  
	
  Metal tank (heavy gauge) mfg

  	
   

  	
  D3443

  
	
  AC & warm air heating &
  commercial/industrial refrig equip mfg (p

  	
   

  	
  D3443

  
	
  Sheet metal work

  	
   

  	
  D3444

  
	
  Sheet metal work mfg

  	
   

  	
  D3444

  
	
  Other metal container mfg (pt)

  	
   

  	
  D3444

  
	
  Architectural metal work

  	
   

  	
  D3446

  
	
  Ornamental & architectural metal work mfg
  (pt)

  	
   

  	
  D3446

  
	
  Prefabricated metal buildings

  	
   

  	
  D3448

  
	
  Prefabricated metal building & component
  mfg

  	
   

  	
  D3448

  
	
  Miscellaneous metal work

  	
   

  	
  D3449

  
	
  Custom roll forming

  	
   

  	
  D3449

  
	
  Fabricated structural metal mfg (pt)

  	
   

  	
  D3449

  
	
  Metal window & door mfg (pt)

  	
   

  	
  D3449

  
	
  Ornamental & architectural metal work mfg
  (pt)

  	
   

  	
  D3449

  
	
  Screw machine products, bolts, etc.

  	
   

  	
  D345

  
	
  Screw machine products

  	
   

  	
  D3451

  
	
  Precision turned product mfg

  	
   

  	
  D3451

  
	
  Bolts, nuts, rivets, & washers

  	
   

  	
  D3452

  
	
  Bolt, nut, screw, rivet, & washer mfg

  	
   

  	
  D3452

  
	
  Metal forgings and stampings

  	
   

  	
  D346

  
	
  Iron & steel forgings

  	
   

  	
  D3462

  
	
  Iron & steel forging

  	
   

  	
  D3462

  
	
  Nonferrous forgings

  	
   

  	
  D3463

  
	
  Nonferrous forging

  	
   

  	
  D3463

  
	
  Automotive stampings

  	
   

  	
  D3465

  
	
  Motor vehicle metal stamping

  	
   

  	
  D3465

  
	
  Crowns & closures

  	
   

  	
  D3466

  
	
  Crown & closure mfg

  	
   

  	
  D3466

  
	
  Metal stampings, n.e.c.

  	
   

  	
  D3469

  
	
  Metal stamping

  	
   

  	
  D3469

  
	
  Kitchen utensil, pot, & pen mfg

  	
   

  	
  D3469

  
	
  Metal services, n.e.c.

  	
   

  	
  D347

  
	
  Plating & polishing

  	
   

  	
  D3471

  
	
  Electroplating, plating, polishing,
  anodizing, & coloring

  	
   

  	
  D3471

  
	
  Metal coating & allied services

  	
   

  	
  D3479

  
	
  Metal coating/engraving (exc jewelry/silverware)/allied
  services

  	
   

  	
  D3479

  
	
  Jewelry (except costume) mfg (pt)

  	
   

  	
  D3479

  
	
  Silverware & plated ware mfg (pt)

  	
   

  	
  D3479

  
	
  Costume jewelry & novelty mfg (pt)

  	
   

  	
  D3479

  
	
  Ordnance and accessories, n.e.c.

  	
   

  	
  D348

  
	
  Small arms ammunition

  	
   

  	
  D3482

  
	
  Small arms ammunition mfg

  	
   

  	
  D3482

  
	
  Ammunition, except small arms, n.e.c.

  	
   

  	
  D3483

  
	
  Ammunition (except small arms) mfg

  	
   

  	
  D3483

  
	
  Small arms

  	
   

  	
  D3484

  
	
  Small arms mfg

  	
   

  	
  D3484

  
	
  Ordnance & accessories, n.e.c.

  	
   

  	
  D3489

  
	
  Other ordnance & accessories mfg

  	
   

  	
  D3489

  
	
  Miscellaneous fabricated metal products

  	
   

  	
  D349

  
	
  Industrial valves

  	
   

  	
  D3491

  
	
  Industrial valve mfg

  	
   

  	
  D3491

  
	
  Fluid power valves & hose fittings

  	
   

  	
  D3492

  
	
  Fluid power valve & hose fitting mfg (pt)

  	
   

  	
  D3492

  
	
  Steel springs, except wire

  	
   

  	
  D3493

  
	
  Spring (heavy gauge) mfg

  	
   

  	
  D3493

  
	
  Valves & pipe fittings, n.e.c.

  	
   

  	
  D3494

  
	
  Other metal valve & pipe fitting mfg (pt)

  	
   

  	
  D3494

  
	
  All other miscellaneous fabricated metal product
  mfg (pt)

  	
   

  	
  D3494

  
	
  Wire springs

  	
   

  	
  D3495

  
	
  Spring (light gauge) mfg

  	
   

  	
  D3495

  
	
  Watch, clock, & part mfg (pt)

  	
   

  	
  D3495

  
	
  Miscellaneous fabricated wire products

  	
   

  	
  D3496

  
	
  Other fabricated wire product mfg (pt)

  	
   

  	
  D3496

  
	
  Metal foil & leaf

  	
   

  	
  D3497

  
	
  Laminated aluminum foil mfg for flexible packaging
  uses

  	
   

  	
  D3497

  
	
  All other miscellaneous fabricated metal product
  mfg (pt)

  	
   

  	
  D3497

  
	
  Fabricated pipe & fittings

  	
   

  	
  D3498

  
	
  Fabricated pipe & pipe fitting mfg (pt)

  	
   

  	
  D3498

  
	
  Fabricated metal products, n.e.c.

  	
   

  	
  D3499

  
	
  Powder metallurgy part mfg

  	
   

  	
  D3499

  
	
  Other metal container mfg (pt)

  	
   

  	
  D3499

  
	
  Hardware mfg (pt)

  	
   

  	
  D3499

  
	
  Other metal valve & pipe fitting mfg (pt)

  	
   

  	
  D3499

  
	
  All other miscellaneous fabricated metal product
  mfg (pt)

  	
   

  	
  D3499

  
	
  Showcase, partition, shelving, & locker
  mfg (pt)

  	
   

  	
  D3499

  
	
  Costume jewelry & novelty mfg (pt)

  	
   

  	
  D3499

  
	
  Industrial machinery and equipment

  	
   

  	
  D35

  
	
  Engines and turbines

  	
   

  	
  D351

  
	
  Turbines & turbine generator sets

  	
   

  	
  D3511

  
	
  Turbine & turbine generator set unit mfg

  	
   

  	
  D3511

  
	
  Internal combustion engines n.e.c.

  	
   

  	
  D3519

  
	
  Other engine equipment mfg (pt)

  	
   

  	
  D3519

  
	
  All other motor vehicle parts mfg (pt)

  	
   

  	
  D3519

  
	
  Farm and garden machinery

  	
   

  	
  D352

  
	
  Farm machinery & equipment

  	
   

  	
  D3523

  
	
  Hand & edge tool mfg (pt)

  	
   

  	
  D3523

  
	
  Ornamental & architectural metal work mfg
  (pt)

  	
   

  	
  D3523

  
	
  Farm machinery & equipment mfg

  	
   

  	
  D3523

  
	
  Conveyor & conveying equipment mfg (pt)

  	
   

  	
  D3523

  
	
  Lawn & garden equipment

  	
   

  	
  D3524

  
	
  Hand & edge tool mfg (pt)

  	
   

  	
  D3524

  
	
  Lawn & garden tractor & home
  lawn & garden equipment mfg

  	
   

  	
  D3524

  
	
  Construction and related machinery

  	
   

  	
  D353

  
	
  Construction machinery

  	
   

  	
  D3531

  
	
  Construction machinery mfg

  	
   

  	
  D3531

  
	
  Overhead travelling crane, hoist, & monorail
  system mfg (pt)

  	
   

  	
  D3531

  
	
  Railroad rolling stock mfg (pt)

  	
   

  	
  D3531

  
	
  Mining machinery

  	
   

  	
  D3532

  
	
  Mining machinery & equipment mfg

  	
   

  	
  D3532

  
	
  Oil field machinery

  	
   

  	
  D3533

  
	
  Oil & gas field machinery &
  equipment mfg

  	
   

  	
  D3533

  
	
  Elevators & moving stairways

  	
   

  	
  D3544

  
	
  Elevator & moving stairway mfg

  	
   

  	
  D3544

  
	
  Conveyors & conveying equipment

  	
   

  	
  D3535

  
	
  Conveyor & conveying equipment mfg (pt)

  	
   

  	
  D3535

  
	
  Hoists, cranes, & monorails

  	
   

  	
  D3536

  
	
  Overhead traveling crane, hoist, & monorail
  system mfg (pt)

  	
   

  	
  D3536

  
	
  Industrial trucks & tractors

  	
   

  	
  D3537

  
	
  Other metal container mfg (pt)

  	
   

  	
  D3537

  
	
  All other miscellaneous fabricated metal product
  mfg (pt)

  	
   

  	
  D3537

  



 


7

















 


Schedule
V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  
	
   

  	
   

  	
   

  
	
  Industrial
  truck, tractor, trailer, & stacker machinery mfg

  	
   

  	
  D3537

  
	
  Metalworlding
  machinery

  	
   

  	
  D354

  
	
  Machine
  tools, metal cutting types 

  	
   

  	
  D3541

  
	
  Machine
  tool (metal cutting types) mfg (pt)

  	
   

  	
  D3541

  
	
  Machine
  tools, metal forming types 

  	
   

  	
  D3542

  
	
  Machine
  tool (metal forming types) mfg

  	
   

  	
  D3542

  
	
  Industrial
  patterns

  	
   

  	
  D3543

  
	
  Industrial
  pattern mfg

  	
   

  	
  D3543

  
	
  Special
  dies, tools, jigs, & fixtures

  	
   

  	
  D3544

  
	
  Industrial
  mold mfg

  	
   

  	
  D3544

  
	
  Special
  die & tool, die set, jig, Chock & fixture mfg

  	
   

  	
  D3544

  
	
  Machine
  tool accessories

  	
   

  	
  D3545

  
	
  Hand &
  edge tool mfg (pt)

  	
   

  	
  D3545

  
	
  Cutting
  tool & machine tool accessory mfg

  	
   

  	
  D3546

  
	
  Power-driven
  handtools

  	
   

  	
  D3546

  
	
  Power-driven
  handtool mfg

  	
   

  	
  D3546

  
	
  Rolling
  mill machinery

  	
   

  	
  D3547

  
	
  Rolling
  mill machinery & equipment mfg 

  	
   

  	
  D3547

  
	
  Welding
  apparatus

  	
   

  	
  D3548

  
	
  Welding &
  soldering equipment mfg (pt)

  	
   

  	
  D3548

  
	
  Power,
  distribution, & speciality transformer mfg (pt)

  	
   

  	
  D3548

  
	
  Metalworking
  machinery, n.e.c.

  	
   

  	
  D3549

  
	
  Other
  metalworking machinery mfg

  	
   

  	
  D3549

  
	
  Special
  Industry machinery

  	
   

  	
  D355

  
	
  Textile
  machinery

  	
   

  	
  D3552

  
	
  Textile
  machinery mfg (pt)

  	
   

  	
  D3552

  
	
  Woodworking
  machinery

  	
   

  	
  D3553

  
	
  Sawmill &
  woodworking machinery mfg

  	
   

  	
  D3553

  
	
  Paper
  Industries machinery

  	
   

  	
  D3554

  
	
  Paper
  Industry machinery mfg

  	
   

  	
  D3554

  
	
  Printing
  trades machinery

  	
   

  	
  D3555

  
	
  Printing
  machinery & equipment mfg (pt)

  	
   

  	
  D3555

  
	
  Food
  products machinery

  	
   

  	
  D3556

  
	
  Food
  product machinery mfg

  	
   

  	
  D3556

  
	
  Special
  Industry machinery, n.e.c.

  	
   

  	
  D3559

  
	
  Plastics &
  rubber industry machinery mfg

  	
   

  	
  D3559

  
	
  Semiconductor
  machinery mfg

  	
   

  	
  D3559

  
	
  All
  other industrial machinery mfg (pt)

  	
   

  	
  D3559

  
	
  Other
  commercial & service industry machinery mfg (pt)

  	
   

  	
  D3559

  
	
  General
  Industrial machinery

  	
   

  	
  D356

  
	
  Pumps &
  pumping equipment

  	
   

  	
  D3561

  
	
  Pump &
  pumping equipment mfg (pt)

  	
   

  	
  D3561

  
	
  Ball &
  roller bearings

  	
   

  	
  D3562

  
	
  Ball &
  roller bearing mfg

  	
   

  	
  D3562

  
	
  Air &
  gas compressors

  	
   

  	
  D3563

  
	
  Air &
  gas compressor mfg

  	
   

  	
  D3563

  
	
  Blowers &
  fans

  	
   

  	
  D3564

  
	
  Air
  purification equipment mfg 

  	
   

  	
  D3564

  
	
  Industrial &
  commercial fan & blower mfg

  	
   

  	
  D3564

  
	
  Packaging
  machinery

  	
   

  	
  D3565

  
	
  Packaging
  machinery mfg

  	
   

  	
  D3565

  
	
  Speed
  changers, drives, & gears

  	
   

  	
  D3566

  
	
  Speed
  changer, industrial high-speed drive, & gear mfg

  	
   

  	
  D3566

  
	
  Industrial
  furnaces & ovens

  	
   

  	
  D3567

  
	
  Industrial
  process furnace & oven mfg

  	
   

  	
  D3567

  
	
  Power
  transmission equipment, n.e.c.

  	
   

  	
  D3568

  
	
  Mechanical
  power transmission equipment mfg

  	
   

  	
  D3568

  
	
  General
  industrial machinery, n.e.c.

  	
   

  	
  D3569

  
	
  All
  other miscellaneous general-purpose machinery mfg (pt)

  	
   

  	
  D3569

  
	
  Computer
  and office equipment

  	
   

  	
  D357

  
	
  Electronic
  computers

  	
   

  	
  D3571

  
	
  Electronic
  computer mfg

  	
   

  	
  D3571

  
	
  Computer
  storage devices

  	
   

  	
  D3572

  
	
  Computer
  storage device mfg

  	
   

  	
  D3572

  
	
  Computer
  terminals 

  	
   

  	
  D3575

  
	
  Computer
  terminal mfg

  	
   

  	
  D3575

  
	
  Computer
  peripheral equipment, n.e.c.

  	
   

  	
  D3577

  
	
  Other
  computer peripheral equipment mfg (pt)

  	
   

  	
  D3577

  
	
  Calculating &
  accounting equipment

  	
   

  	
  D3578

  
	
  Office
  machinery mfg (pt)

  	
   

  	
  D3578

  
	
  Other
  computer peripheral equipment mfg (pt)

  	
   

  	
  D3578

  
	
  Office
  machines, n.e.c.

  	
   

  	
  D3579

  
	
  Office
  machinery mfg (pt)

  	
   

  	
  D3579

  
	
  Watch,
  clock, & part mfg (pt)

  	
   

  	
  D3579

  
	
  Lead
  pencil & oil good mfg (pt)

  	
   

  	
  D3579

  
	
  Refrigeration
  and service machinery

  	
   

  	
  D358

  
	
  Automatic
  merchandising machines

  	
   

  	
  D3581

  
	
  Automatic
  vending machine mfg

  	
   

  	
  D3581

  
	
  Commercial
  laundry equipment

  	
   

  	
  D3582

  
	
  Commercial
  laundry, drycleaning, & pressing machine mfg

  	
   

  	
  D3582

  
	
  Refrigeration &
  heating equipment

  	
   

  	
  D3585

  
	
  AC &
  warm air heating & commercial/industrial refrig equipment (p

  	
   

  	
  D3585

  
	
  Motor
  vehicle air-conditioning mfg

  	
   

  	
  D3585

  
	
  Measuring &
  dispensing pumps

  	
   

  	
  D3588

  
	
  Measuring &
  dispensing pump mfg

  	
   

  	
  D3588

  
	
  Service
  Industry machinery, n.e.c.

  	
   

  	
  D3589

  
	
  Other
  commercial & service industry machinery mfg (pt)

  	
   

  	
  D3589

  
	
  Industrial
  machinery, n.e.c.

  	
   

  	
  D359

  
	
  Carburetors,
  pistons, rings, & valves

  	
   

  	
  D3592

  
	
  Carburetor,
  piston, piston ring, & valve mfg

  	
   

  	
  D3592

  
	
  Fluid
  power cylinders & actuators

  	
   

  	
  D3593

  
	
  Fluid
  power cylinder & actuator mfg (pt)

  	
   

  	
  D3593

  
	
  Fluid
  power pumps & motors

  	
   

  	
  D3594

  
	
  Fluid
  power pump & motor mfg (pt)

  	
   

  	
  D3594

  
	
  Scales &
  balances, except laboratory 

  	
   

  	
  D3596

  
	
  Scale &
  balance (except laboratory) mfg

  	
   

  	
  D3596

  
	
  Industrial
  machinery, n.e.c.

  	
   

  	
  D3599

  
	
  Machine
  shops

  	
   

  	
  D3599

  
	
  All
  other miscellaneous fabricated metal product mfg (pt)

  	
   

  	
  D3599

  
	
  Other
  commercial & service industry machinery mfg (pt)

  	
   

  	
  D3599

  
	
  All
  other miscellaneous general-purpose machinery mfg (pt)

  	
   

  	
  D3599

  
	
  Electronic
  and other electric equipment

  	
   

  	
  D36

  
	
  Electric
  distribution equipment

  	
   

  	
  D361

  
	
  Transformers

  	
   

  	
  D3612

  
	
  Power,
  distribution, & specialty transformer mfg (pt)

  	
   

  	
  D3612

  
	
  Switchgear &
  switchboard apparatus

  	
   

  	
  D3613

  
	
  Switchgear &
  switchboard apparatus mfg

  	
   

  	
  D3613

  
	
  Electrical
  Industrial apparatus

  	
   

  	
  D362

  
	
  Motors &
  generators

  	
   

  	
  D3621

  
	
  Motor &
  generator mfg (pt)

  	
   

  	
  D3621

  
	
  Carbon &
  graphite products

  	
   

  	
  D3624

  
	
  Carbon &
  graphite product mfg

  	
   

  	
  D3624

  
	
  Relays &
  industrial controls 

  	
   

  	
  D3625

  
	
  Relay &
  industrial control mfg 

  	
   

  	
  D3625

  
	
  Electrical
  industrial apparatus, n.e.c.

  	
   

  	
  D3629

  
	
  All
  other miscellaneous electrical equipment & component mfg (pt)

  	
   

  	
  D3629

  
	
  Household
  appliances

  	
   

  	
  D363

  
	
  Household
  cooking equipment

  	
   

  	
  D3631

  
	
  Household
  cooking appliance mfg

  	
   

  	
  D3631

  
	
  Household
  refrigerators & freezers

  	
   

  	
  D3632

  
	
  Household
  refrigerator & home freezer mfg

  	
   

  	
  D3632

  
	
  Household
  laundry equipment

  	
   

  	
  D3633

  
	
  Household
  laundry equipment mfg

  	
   

  	
  D3633

  
	
  Electric
  housewares & fans

  	
   

  	
  D3634

  
	
  Heating
  equipment (except warm air furnaces) mfg (pt)

  	
   

  	
  D3634

  
	
  Electric
  housewares & household fan mfg

  	
   

  	
  D3634

  
	
  Household
  vacuum cleaners 

  	
   

  	
  D3635

  
	
  Household
  vacuum cleaner mfg (pt)

  	
   

  	
  D3635

  
	
  Household
  appliances, n.e.c.

  	
   

  	
  D3639

  
	
  All
  other industrial machinery mfg (pt)

  	
   

  	
  D3639

  
	
  Household
  vacuum cleaner mfg (pt)

  	
   

  	
  D3639

  
	
  Other
  major household appliance mfg

  	
   

  	
  D3639

  
	
  Electric
  lighting and wiring equipment

  	
   

  	
  D364

  
	
  Electric
  lamps 

  	
   

  	
  D3641

  
	
  Electric
  lamp bulb & part mfg

  	
   

  	
  D3641

  
	
  Current-carrying
  wiring devices

  	
   

  	
  D3643

  
	
  Current-carrying
  wiring device mfg

  	
   

  	
  D3643

  
	
  Noncurrent-carrying
  wiring devices

  	
   

  	
  D3644

  
	
  Noncurrent-carrying
  wiring device mfg

  	
   

  	
  D3644

  
	
  Residential
  lighting fixtures

  	
   

  	
  D3645

  
	
  Residential
  electric lighting fixture mfg (pt)

  	
   

  	
  D3645

  
	
  Commercial
  lighting fixtures

  	
   

  	
  D3646

  
	
  Commercial/Industrial/Institutional
  electric lighting fixture mfg

  	
   

  	
  D3646

  
	
  Vehicular
  lighting equipment

  	
   

  	
  D3647

  
	
  Vehicular
  lighting equipment mfg

  	
   

  	
  D3647

  
	
  Lighting
  equipment, n.e.c.

  	
   

  	
  D3648

  
	
  Other
  lighting equipment mfg (pt)

  	
   

  	
  D3648

  
	
  Household
  audio and video equipment 

  	
   

  	
  D365

  
	
  Household
  audio & video equipment

  	
   

  	
  D3651

  
	
  Audio &
  video equipment mfg

  	
   

  	
  D3651

  
	
  Prerecorded
  records & tapes

  	
   

  	
  D3652

  
	
  Prerecorded
  CD (except softwares), tape, & record reproducing (pt)

  	
   

  	
  D3652

  
	
  Communications
  equipment

  	
   

  	
  D366

  
	
  Telephone &
  telegraph apparatus

  	
   

  	
  D3661

  
	
  Telephone
  apparatus mfg

  	
   

  	
  D3661

  
	
  Electronic
  coil, transformer, & other inductor mfg (pt)

  	
   

  	
  D3661

  
	
  Printed
  circuit assembly (electronic assembly) mfg (pt)

  	
   

  	
  D3661

  
	
  Radio &
  TV communications equipment

  	
   

  	
  D3663

  
	
  Radio &
  TV broadcasting & wireless communications equipment mfg (

  	
   

  	
  D3663

  
	
  Communications
  equipment, n.e.c.

  	
   

  	
  D3669

  
	
  Other
  communications equipment mfg

  	
   

  	
  D3669

  
	
  Electronic
  components and accessories

  	
   

  	
  D367

  
	
  Electron
  tubes

  	
   

  	
  D3671

  
	
  Electron
  tube mfg

  	
   

  	
  D3671

  
	
  Printed
  circuit boards

  	
   

  	
  D3672

  
	
  Bare
  printed circuit board mfg

  	
   

  	
  D3672

  
	
  Semiconductors &
  related devices

  	
   

  	
  D3674

  
	
  Semiconductor &
  related device mfg

  	
   

  	
  D3674

  
	
  Electronic
  capacitors

  	
   

  	
  D3675

  
	
  Electronic
  capacitor mfg

  	
   

  	
  D3675

  
	
  Electronic
  resistors

  	
   

  	
  D3676

  
	
  Electronic
  resistor mfg

  	
   

  	
  D3676

  
	
  Electronic
  coils & transformers

  	
   

  	
  D3677

  
	
  Electronic
  coil, transformer, & other inductor mfg (pt)

  	
   

  	
  D3677

  
	
  Electronic
  connectors

  	
   

  	
  D3678

  
	
  Electronic
  connector mfg

  	
   

  	
  D3678

  
	
  Electronic
  components, n.e.c.

  	
   

  	
  D3679

  
	
  Radio &
  TV broadcasting & wireless communications equipment mfg (

  	
   

  	
  D3679

  



 


8

















 


Schedule V - SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  	
   

  
	
  DESCRIPTION

  	
   

  	
  CODE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed circuit
  assembly (electronic assembly) mfg (pt)

  	
   

  	
  D3679

  	
   

  
	
  Other electronic
  component mfg

  	
   

  	
  D3679

  	
   

  
	
  Other motor
  vehicle electrical & electronic equipment mfg (pt)

  	
   

  	
  D3679

  	
   

  
	
  Miscellaneous
  electrical equipment and supplies

  	
   

  	
  D369

  	
   

  
	
  Storage
  batteries

  	
   

  	
  D3691

  	
   

  
	
  Storage battery
  mfg

  	
   

  	
  D3691

  	
   

  
	
  Primary
  batteries, dry & wet

  	
   

  	
  D3692

  	
   

  
	
  Primary battery
  mfg

  	
   

  	
  D3692

  	
   

  
	
  Engine
  electrical equipment

  	
   

  	
  D3694

  	
   

  
	
  Other motor
  vehicle electrical & electronic equipment mfg (pt)

  	
   

  	
  D3694

  	
   

  
	
  Magnetic &
  optical recording media

  	
   

  	
  D3695

  	
   

  
	
  Magnetic &
  optical recording media mfg

  	
   

  	
  D3695

  	
   

  
	
  Electrical
  equipment & supplies, n.e.c.

  	
   

  	
  D3699

  	
   

  
	
  Hand & edge
  tool mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Textile
  machinery mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Printing
  machinery & equipment mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Optical instrument
  & lens mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Photographic
  & photocopying equipment mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Other commercial
  & service industry machinery mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Machine tool
  (metal cutting types) mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Other engine
  equipment mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Welding &
  soldering equipment mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Other computer
  peripheral equipment mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Electromedical
  & electrotherapeutic apparatus mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Search,
  detection, navigation, & guidance instrument mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Analytical
  laboratory instrument mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Other measuring
  & controlling device mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Other lighting
  equipment mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  All other
  miscellaneous electrical equipment & component mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Dental equipment
  & supplies mfg (pt)

  	
   

  	
  D3699

  	
   

  
	
  Transportation
  equipment

  	
   

  	
  D37

  	
   

  
	
  Motor vehicles
  and equipment

  	
   

  	
  D371

  	
   

  
	
  Motor vehicles
  & car bodies

  	
   

  	
  D3711

  	
   

  
	
  Automobile mfg

  	
   

  	
  D3711

  	
   

  
	
  Light truck
  & utility vehicle mfg

  	
   

  	
  D3711

  	
   

  
	
  Heavy duty truck
  mfg

  	
   

  	
  D3711

  	
   

  
	
  Motor vehicle
  body mfg (pt)

  	
   

  	
  D3711

  	
   

  
	
  Military armored
  vehicle, tank, & tank component mfg (pt)

  	
   

  	
  D3711

  	
   

  
	
  Truck & bus
  bodies

  	
   

  	
  D3713

  	
   

  
	
  Motor vehicle
  body mfg (pt)

  	
   

  	
  D3713

  	
   

  
	
  Motor vehicle
  parts & accessories

  	
   

  	
  D3714

  	
   

  
	
  Motor vehicle
  body mfg (pt)

  	
   

  	
  D3714

  	
   

  
	
  Gasoline engine
  & engine parts mfg

  	
   

  	
  D3714

  	
   

  
	
  Other motor
  vehicle electrical & electronic equipment mfg (pt)

  	
   

  	
  D3714

  	
   

  
	
  Motor vehicle
  steering & suspension component (except spring) mfg

  	
   

  	
  D3714

  	
   

  
	
  Motor vehicle
  brake system mfg (pt)

  	
   

  	
  D3714

  	
   

  
	
  Motor vehicle
  transmission & power train parts mfg

  	
   

  	
  D3714

  	
   

  
	
  All other motor
  vehicle parts mfg (pt)

  	
   

  	
  D3714

  	
   

  
	
  Truck trailers

  	
   

  	
  D3715

  	
   

  
	
  Truck trailer
  mfg

  	
   

  	
  D3715

  	
   

  
	
  Motor homes

  	
   

  	
  D3716

  	
   

  
	
  Motor homes mfg

  	
   

  	
  D3716

  	
   

  
	
  Aircraft and
  parts

  	
   

  	
  D372

  	
   

  
	
  Aircraft

  	
   

  	
  D3721

  	
   

  
	
  Aircraft mfg

  	
   

  	
  D3721

  	
   

  
	
  Aircraft engines
  & engine parts

  	
   

  	
  D3724

  	
   

  
	
  Aircraft engines
  & engine parts mfg

  	
   

  	
  D3724

  	
   

  
	
  Aircraft parts
  & equipment, n.e.c.

  	
   

  	
  D3728

  	
   

  
	
  Fluid power valve
  & hose fitting mfg (pt)

  	
   

  	
  D3728

  	
   

  
	
  Fluid power cylinder
  & actuator mfg (pt)

  	
   

  	
  D3728

  	
   

  
	
  Fluid power pump
  & motor mfg (pt)

  	
   

  	
  D3728

  	
   

  
	
  Other aircraft
  part & auxiliary equipment mfg

  	
   

  	
  D3728

  	
   

  
	
  Ship and boat
  building and repairing

  	
   

  	
  D373

  	
   

  
	
  Ship building
  & repairing

  	
   

  	
  D3731

  	
   

  
	
  Ship building
  & repairing

  	
   

  	
  D3731

  	
   

  
	
  Boat building
  & repairing

  	
   

  	
  D3732

  	
   

  
	
  Boat building

  	
   

  	
  D3732

  	
   

  
	
  Boat repair

  	
   

  	
  D3732

  	
   

  
	
  Railroad
  equipment

  	
   

  	
  D374

  	
   

  
	
  Railroad
  equipment

  	
   

  	
  D3743

  	
   

  
	
  Pump &
  pumping equipment mfg (pt)

  	
   

  	
  D3743

  	
   

  
	
  Railroad rolling
  stock mfg (pt)

  	
   

  	
  D3743

  	
   

  
	
  Motorcycles,
  bicycles, and parts

  	
   

  	
  D375

  	
   

  
	
  Motorcycles,
  bicycles, & parts

  	
   

  	
  D3751

  	
   

  
	
  Motorcycle,
  bicycle, & parts mfg (pt)

  	
   

  	
  D3751

  	
   

  
	
  Guided missiles,
  space vehicles, parts

  	
   

  	
  D376

  	
   

  
	
  Guided missiles
  & space vehicles

  	
   

  	
  D3761

  	
   

  
	
  Guided missile
  & space vehicles mfg

  	
   

  	
  D3761

  	
   

  
	
  Space propulsion
  units & parts

  	
   

  	
  D3764

  	
   

  
	
  Guided missiles
  & space vehicles propulsion unit & parts mfg

  	
   

  	
  D3764

  	
   

  
	
  Space vehicle
  equipment, n.e.c.

  	
   

  	
  D3769

  	
   

  
	
  Other guided
  missile & space vehicle parts & auxiliary equip mfg

  	
   

  	
  D3769

  	
   

  
	
  Miscellaneous
  transportation equipment

  	
   

  	
  D379

  	
   

  
	
  Travel trailer
  & campers

  	
   

  	
  D3792

  	
   

  
	
  Travel trailer
  & camper mfg (pt)

  	
   

  	
  D3792

  	
   

  
	
  Tanks & tank
  components

  	
   

  	
  D3795

  	
   

  
	
  Military armored
  vehicle, tank, & tank component mfg (pt)

  	
   

  	
  D3795

  	
   

  
	
  Transportation
  equipment, n.e.c.

  	
   

  	
  D3799

  	
   

  
	
  Hand & edge
  tool mfg (pt)

  	
   

  	
  D3799

  	
   

  
	
  Travel trailer
  & camper mfg (pt)

  	
   

  	
  D3799

  	
   

  
	
  All other
  transportation equipment mfg

  	
   

  	
  D3799

  	
   

  
	
  Instruments and
  related products

  	
   

  	
  D38

  	
   

  
	
  Search and
  navigation equipment

  	
   

  	
  D381

  	
   

  
	
  Search &
  navigation equipment

  	
   

  	
  D3812

  	
   

  
	
  Search,
  detection, navigation, & guidance instrument mfg (pt)

  	
   

  	
  D3812

  	
   

  
	
  Measuring and
  controlling devices

  	
   

  	
  D382

  	
   

  
	
  Laboratory
  apparatus & furniture

  	
   

  	
  D3821

  	
   

  
	
  Laboratory
  apparatus & furniture mfg

  	
   

  	
  D3821

  	
   

  
	
  Environmental
  controls

  	
   

  	
  D3822

  	
   

  
	
  Automatic
  environmental control mfg

  	
   

  	
  D3822

  	
   

  
	
  Process control instruments

  	
   

  	
  D3823

  	
   

  
	
  Industrial process
  control instrument mfg

  	
   

  	
  D3823

  	
   

  
	
  Fluid meters
  & counting devices

  	
   

  	
  D3824

  	
   

  
	
  Totalizing fluid
  meter & counting device mfg

  	
   

  	
  D3824

  	
   

  
	
  Instruments to
  measure electricity

  	
   

  	
  D3825

  	
   

  
	
  Electronic coil,
  transformer, & other inductor mfg (pt)

  	
   

  	
  D3825

  	
   

  
	
  Electricity
  measuring & testing instrument mfg

  	
   

  	
  D3825

  	
   

  
	
  Analytical instruments

  	
   

  	
  D3826

  	
   

  
	
  Analytical
  laboratory instrument mfg (pt)

  	
   

  	
  D3826

  	
   

  
	
  Optical instruments
  & lenses

  	
   

  	
  D3827

  	
   

  
	
  Optical instruments
  & lens mfg (pt)

  	
   

  	
  D3827

  	
   

  
	
  Measuring &
  controlling devices, n.e.c.

  	
   

  	
  D3829

  	
   

  
	
  Other measuring
  & controlling device mfg (pt)

  	
   

  	
  D3829

  	
   

  
	
  Surgical &
  medical instruments mfg (pt)

  	
   

  	
  D3829

  	
   

  
	
  Medical instruments
  and supplies

  	
   

  	
  D384

  	
   

  
	
  Surgical &
  medical instrument

  	
   

  	
  D3841

  	
   

  
	
  Surgical &
  medical instrument mfg (pt)

  	
   

  	
  D3841

  	
   

  
	
  Surgical
  appliances & supplies

  	
   

  	
  D3842

  	
   

  
	
  Paper (except
  newsprint) mills (pt)

  	
   

  	
  D3842

  	
   

  
	
  Sanitary paper
  product mfg (pt)

  	
   

  	
  D3842

  	
   

  
	
  Electromedical
  & electrotherapeutic apparatus mfg (pt)

  	
   

  	
  D3842

  	
   

  
	
  Surgical
  appliance & supplies mfg (pt)

  	
   

  	
  D3842

  	
   

  
	
  Dental equipment
  & supplies

  	
   

  	
  D3843

  	
   

  
	
  Dental equipment
  & supplies mfg (pt)

  	
   

  	
  D3843

  	
   

  
	
  X-ray apparatus
  & tubes

  	
   

  	
  D3844

  	
   

  
	
  Irradiation
  apparatus mfg

  	
   

  	
  D3844

  	
   

  
	
  Electromedical
  equipment

  	
   

  	
  D3845

  	
   

  
	
  Electromedical
  & electrotherapeutic apparatus mfg (pt)

  	
   

  	
  D3846

  	
   

  
	
  Ophthalmic goods

  	
   

  	
  D385

  	
   

  
	
  Ophthalmic goods

  	
   

  	
  D3851

  	
   

  
	
  Ophthalmic goods
  mfg

  	
   

  	
  D3851

  	
   

  
	
  Photographic
  equipment and supplies

  	
   

  	
  D386

  	
   

  
	
  Photographic
  equipment and supplies

  	
   

  	
  D3861

  	
   

  
	
  Photographic
  film, paper, plate, & chemical mfg

  	
   

  	
  D3861

  	
   

  
	
  Photographic
  & photocopying equipment mfg (pt)

  	
   

  	
  D3861

  	
   

  
	
  Watches, clocks,
  watchcases, and parts

  	
   

  	
  D387

  	
   

  
	
  Watches, clocks,
  & watchcases

  	
   

  	
  D3873

  	
   

  
	
  Watch, clock,
  & part mfg (pt)

  	
   

  	
  D3873

  	
   

  
	
  Miscellaneous
  manufacturing industries

  	
   

  	
  D39

  	
   

  
	
  Jewelry,
  silverware, and plated ware

  	
   

  	
  D391

  	
   

  
	
  Jewelry,
  precious metal

  	
   

  	
  D3911

  	
   

  
	
  Jewelry (except
  costume) mfg (pt)

  	
   

  	
  D3911

  	
   

  
	
  Silverware &
  plated ware

  	
   

  	
  D3914

  	
   

  
	
  Cutlery &
  flatware (except precious) mfg (pt)

  	
   

  	
  D3914

  	
   

  
	
  Silverware &
  plated ware mfg (pt)

  	
   

  	
  D3914

  	
   

  
	
  Jewelers’
  materials & lapidary work

  	
   

  	
  D3915

  	
   

  
	
  Jewelers’
  materials & lapidary work mfg

  	
   

  	
  D3915

  	
   

  
	
  Musical instruments

  	
   

  	
  D393

  	
   

  
	
  Musical instruments

  	
   

  	
  D3931

  	
   

  
	
  Musical instruments
  mfg

  	
   

  	
  D3931

  	
   

  
	
  Toys and
  sporting goods

  	
   

  	
  D394

  	
   

  
	
  Dolls

  	
   

  	
  D3942

  	
   

  
	
  Doll &
  stuffed toy mfg

  	
   

  	
  D3942

  	
   

  
	
  Games, toys,
  & children's vehicles

  	
   

  	
  D3944

  	
   

  
	
  Motorcycle,
  bicycle, & parts mfg (pt)

  	
   

  	
  D3944

  	
   

  
	
  Game, toy, &
  children's vehicle mfg

  	
   

  	
  D3944

  	
   

  
	
  Sporting &
  athletic goods, n.e.c.

  	
   

  	
  D3949

  	
   

  
	
  Sporting &
  athletic goods mfg

  	
   

  	
  D3949

  	
   

  
	
  Pens, pencils,
  office, and art supplies

  	
   

  	
  D395

  	
   

  
	
  Pens &
  mechanical pencils

  	
   

  	
  D3951

  	
   

  
	
  Pen &
  mechanicals pencil mfg

  	
   

  	
  D3951

  	
   

  
	
  Lead pencils
  & art goods

  	
   

  	
  D3952

  	
   

  
	
  All other
  miscellaneous chemical product & preparation mfg (pt)

  	
   

  	
  D3952

  	
   

  
	
  Institutional
  furniture mfg (pt)

  	
   

  	
  D3952

  	
   

  
	
  Lead pencil
  & art good mfg (pt)

  	
   

  	
  D3952

  	
   

  
	
  Marking devices

  	
   

  	
  D3953

  	
   

  
	
  Marking device
  mfg

  	
   

  	
  D3953

  	
   

  
	
  Carbon paper
  & inked ribbons

  	
   

  	
  D3955

  	
   

  
	
  Carbon paper
  & inked ribbon mfg

  	
   

  	
  D3955

  	
   

  
	
  Costume Jewelry
  and notions

  	
   

  	
  D396

  	
   

  
	
  Costume jewelry

  	
   

  	
  D3961

  	
   

  
	
  Costume jewelry
  & novelty mfg (pt)

  	
   

  	
  D3961

  	
   

  
	
  Fasteners,
  buttons, needles, & pins

  	
   

  	
  D3965

  	
   

  
	
  Fastener,
  button, needle, & pin mfg (pt)

  	
   

  	
  D3965

  	
   

  
	
  Miscellaneous
  manufactures

  	
   

  	
  D399

  	
   

  
	
  Brooms &
  brushes

  	
   

  	
  D3991

  	
   

  
	
  Broom, brush,
  & mop mfg (pt)

  	
   

  	
  D3991

  	
   

  
	
  Signs &
  advertising displays

  	
   

  	
  D3993

  	
   

  



 


9
















 


Schedule V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sign
  mfg

  	
   

  	
  D3993

  	
   

  
	
  Burial
  caskets

  	
   

  	
  D3995

  	
   

  
	
  Burial
  casket mfg

  	
   

  	
  D3995

  	
   

  
	
  Hard
  surface floor coverings

  	
   

  	
  D3996

  	
   

  
	
  Resident
  floor covering mfg (pt)

  	
   

  	
  D3996

  	
   

  
	
  Mfg
  industries, n.e.c.

  	
   

  	
  D3999

  	
   

  
	
  All
  other miscellaneous textile product mills (pt)

  	
   

  	
  D3999

  	
   

  
	
  Leather &
  hide tanning & finishing (pt)

  	
   

  	
  D3999

  	
   

  
	
  All
  other miscellaneous wood product mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  All
  other converted paper product mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  Commercial
  lithographic printing (pt)

  	
   

  	
  D3999

  	
   

  
	
  Commercial
  gravure printing (pt)

  	
   

  	
  D3999

  	
   

  
	
  Commercial
  flexographic printing (pt)

  	
   

  	
  D3999

  	
   

  
	
  Commercial
  screen printing (pt)

  	
   

  	
  D3999

  	
   

  
	
  Other
  commercial printing (pt)

  	
   

  	
  D3999

  	
   

  
	
  All
  other miscellaneous chemical product & preparation mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  All
  other plastics product mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  Hand &
  edge tool mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  All
  other miscellaneous fabricated metal product mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  Residential
  electric lighting fixture mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  Institutional
  furniture mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  All
  other miscellaneous mfg (pt)

  	
   

  	
  D3999

  	
   

  
	
  Transportation,
  communications, and utilities

  	
   

  	
  E

  	
   

  
	
  Railroad
  Transportation

  	
   

  	
  E40

  	
   

  
	
  Railroad
  Transportation

  	
   

  	
  E401

  	
   

  
	
  Railroads,
  Line-Haul Operating

  	
   

  	
  E4011

  	
   

  
	
  Railroad
  Switching and Terminal Establishments

  	
   

  	
  E4013

  	
   

  
	
  Local
  and interurban passenger transportation

  	
   

  	
  E41

  	
   

  
	
  Local
  and suburban passenger transportation

  	
   

  	
  E411

  	
   

  
	
  Local &
  suburban transit

  	
   

  	
  E4111

  	
   

  
	
  Mixed
  mode transit systems

  	
   

  	
  E4111

  	
   

  
	
  Commuter
  rail systems

  	
   

  	
  E4111

  	
   

  
	
  Bus &
  motor vehicle transit systems

  	
   

  	
  E4111

  	
   

  
	
  Other
  urban transit systems

  	
   

  	
  E4111

  	
   

  
	
  Scheduled
  airport shuttle service

  	
   

  	
  E4111

  	
   

  
	
  Other
  local passenger transportation

  	
   

  	
  E4119

  	
   

  
	
  Limousine
  service

  	
   

  	
  E4119

  	
   

  
	
  Employee
  bus service

  	
   

  	
  E4119

  	
   

  
	
  Special
  needs transportation

  	
   

  	
  E4119

  	
   

  
	
  All
  other passenger transportation

  	
   

  	
  E4119

  	
   

  
	
  Sightseeing
  buses

  	
   

  	
  E4119

  	
   

  
	
  Ambulance
  or rescue service (except by air)

  	
   

  	
  E4119

  	
   

  
	
  Taxi
  service

  	
   

  	
  E412

  	
   

  
	
  Taxi
  service

  	
   

  	
  E4121

  	
   

  
	
  Taxi
  service

  	
   

  	
  E4121

  	
   

  
	
  Interurban
  and rural bus transportation

  	
   

  	
  E413

  	
   

  
	
  Interurban &
  rural bus transportation

  	
   

  	
  E4131

  	
   

  
	
  Interurban &
  rural bus transportation

  	
   

  	
  E4131

  	
   

  
	
  Charter
  bus service

  	
   

  	
  E414

  	
   

  
	
  Charter
  bus service, local

  	
   

  	
  E4141

  	
   

  
	
  Charter
  bus service, local

  	
   

  	
  E4141

  	
   

  
	
  Charter
  bus service, interstate/interurban

  	
   

  	
  E4142

  	
   

  
	
  Charter
  bus service, interstate/interurban

  	
   

  	
  E4142

  	
   

  
	
  School
  bus service

  	
   

  	
  E415

  	
   

  
	
  School
  bus service

  	
   

  	
  E4151

  	
   

  
	
  School
  bus service

  	
   

  	
  E4151

  	
   

  
	
  Bus
  terminal and service facilities

  	
   

  	
  E417

  	
   

  
	
  Bus
  terminal & service facilities

  	
   

  	
  E4173

  	
   

  
	
  Terminal
  or maintenance facilities for motor vehicle pass trans

  	
   

  	
  E4173

  	
   

  
	
  Motor
  freight transportation and warehousing

  	
   

  	
  E42

  	
   

  
	
  Trucking
  and courier service, except air

  	
   

  	
  E421

  	
   

  
	
  Local
  trucking without storage

  	
   

  	
  E4212

  	
   

  
	
  General
  freight trucking, local

  	
   

  	
  E4212

  	
   

  
	
  General
  freight trucking without storage, local, truckload

  	
   

  	
  E4212

  	
   

  
	
  General
  freight trucking w/o storage, local, less than truckload

  	
   

  	
  E4212

  	
   

  
	
  Used
  household & office goods moving, local, without storage

  	
   

  	
  E4212

  	
   

  
	
  Specialized
  freight (except used goods) trucking, local

  	
   

  	
  E4212

  	
   

  
	
  Hazardous
  materials trucking (except waste), local

  	
   

  	
  E4212

  	
   

  
	
  Agricultural
  products trucking without storage, local

  	
   

  	
  E4212

  	
   

  
	
  Dump
  trucking

  	
   

  	
  E4212

  	
   

  
	
  Specialized
  trucking without storage, local

  	
   

  	
  E4212

  	
   

  
	
  Solid
  waste collection

  	
   

  	
  E4212

  	
   

  
	
  Hazardous
  waste collection

  	
   

  	
  E4212

  	
   

  
	
  Other
  waste collection

  	
   

  	
  E4212

  	
   

  
	
  Trucking,
  except local

  	
   

  	
  E4213

  	
   

  
	
  General
  freight trucking, long-distance, truckload

  	
   

  	
  E4213

  	
   

  
	
  General
  freight trucking, long-distance, less than truckload

  	
   

  	
  E4213

  	
   

  
	
  Used
  household & office goods moving, long-distance

  	
   

  	
  E4213

  	
   

  
	
  Specialized
  freight (except used goods) trucking, long-distance

  	
   

  	
  E4213

  	
   

  
	
  Hazardous
  materials trucking (except waste), long-distance

  	
   

  	
  E4213

  	
   

  
	
  Agricultural
  products trucking, long-distance

  	
   

  	
  E4213

  	
   

  
	
  Other
  specialized trucking, long-distance

  	
   

  	
  E4213

  	
   

  
	
  Local
  trucking with storage

  	
   

  	
  E4214

  	
   

  
	
  General
  freight trucking, local

  	
   

  	
  E4214

  	
   

  
	
  General
  freight trucking with storage, local truckload

  	
   

  	
  E4214

  	
   

  
	
  General
  freight trucking with storage, local, less than truckload

  	
   

  	
  E4214

  	
   

  
	
  Used
  household & office goods moving, local, with storage

  	
   

  	
  E4214

  	
   

  
	
  Specialized
  trucking with storage, local

  	
   

  	
  E4214

  	
   

  
	
  Courier
  services, except by air

  	
   

  	
  E4215

  	
   

  
	
  Courier
  services (except by air)

  	
   

  	
  E4215

  	
   

  
	
  Local
  messengers & local delivery

  	
   

  	
  E4215

  	
   

  
	
  Public
  warehousing and storage

  	
   

  	
  E422

  	
   

  
	
  Farm
  product warehousing & storage facilities

  	
   

  	
  E4221

  	
   

  
	
  Farm
  product warehousing & storage

  	
   

  	
  E4221

  	
   

  
	
  Refrigerated
  products warehousing

  	
   

  	
  E4222

  	
   

  
	
  Refrigerated
  products warehousing

  	
   

  	
  E4222

  	
   

  
	
  General
  warehousing & storage

  	
   

  	
  E4225

  	
   

  
	
  General
  warehousing & storage (except in foreign trade zones)

  	
   

  	
  E4225

  	
   

  
	
  Lessors
  of miniwarehouses & self storage units

  	
   

  	
  E4225

  	
   

  
	
  Other
  special warehousing & storage

  	
   

  	
  E4226

  	
   

  
	
  General
  warehousing & storage in foreign trade zones

  	
   

  	
  E4226

  	
   

  
	
  Fur
  storage

  	
   

  	
  E4226

  	
   

  
	
  Other
  warehousing & storage

  	
   

  	
  E4226

  	
   

  
	
  Household
  goods warehousing & storage

  	
   

  	
  E4226

  	
   

  
	
  Specialized
  goods warehousing & storage

  	
   

  	
  E4226

  	
   

  
	
  Trucking
  terminal facilities

  	
   

  	
  E423

  	
   

  
	
  Trucking
  terminal facilities

  	
   

  	
  E4231

  	
   

  
	
  Motor
  freight terminal & joint terminal maint facility trans

  	
   

  	
  E4231

  	
   

  
	
  Water
  transportation

  	
   

  	
  E44

  	
   

  
	
  Deep
  sea freight transportation

  	
   

  	
  E441

  	
   

  
	
  Deep
  sea freight transportation

  	
   

  	
  E4412

  	
   

  
	
  Deep
  sea freight transportation

  	
   

  	
  E4412

  	
   

  
	
  Coastal
  and intercoastal freight transportation

  	
   

  	
  E442

  	
   

  
	
  Coastal &
  intercoastal freight transportation

  	
   

  	
  E4424

  	
   

  
	
  Coastal &
  intercoastal freight transportation

  	
   

  	
  E4424

  	
   

  
	
  Great
  Lakes - St. Lawrence Seaway freight transportation

  	
   

  	
  E443

  	
   

  
	
  Great
  Lakes - St. Lawrence Seaway freight transportation

  	
   

  	
  E4432

  	
   

  
	
  Great
  Lakes - St. Lawrence Seaway freight transportation

  	
   

  	
  E4432

  	
   

  
	
  Inland
  waterways freight transportation

  	
   

  	
  E444

  	
   

  
	
  Inland
  waterways freight transportation

  	
   

  	
  E4449

  	
   

  
	
  Inland
  waterways freight transportation (except towing)

  	
   

  	
  E4449

  	
   

  
	
  Water
  transportation of passengers

  	
   

  	
  E448

  	
   

  
	
  Deep
  sea passenger transportation, except by ferry

  	
   

  	
  E4481

  	
   

  
	
  Deep
  sea passenger transportation

  	
   

  	
  E4481

  	
   

  
	
  Coastal &
  Great Lakes - St. Lawrence Seaway passenger trans

  	
   

  	
  E4481

  	
   

  
	
  Ferry
  transportation

  	
   

  	
  E4482

  	
   

  
	
  Coastal &
  Great Lakes - St. Lawrence Seaway ferry transportation

  	
   

  	
  E4482

  	
   

  
	
  Inland
  waterways ferry transportation

  	
   

  	
  E4482

  	
   

  
	
  Water
  transportation of passengers, n.e.c.

  	
   

  	
  E4489

  	
   

  
	
  Other
  water passenger transportation (including water taxi)

  	
   

  	
  E4489

  	
   

  
	
  Excursion &
  sightseeing boats (including dinner cruises)

  	
   

  	
  E4489

  	
   

  
	
  Services
  incidental to water transportation

  	
   

  	
  E449

  	
   

  
	
  Marine
  cargo handling & operation of port & waterfront terminals

  	
   

  	
  E4491

  	
   

  
	
  Operation
  of port & waterfront terminals

  	
   

  	
  E4491

  	
   

  
	
  Marine
  cargo handling

  	
   

  	
  E4491

  	
   

  
	
  Towing &
  tugboat services

  	
   

  	
  E4492

  	
   

  
	
  Coastal &
  intercoastal towing service

  	
   

  	
  E4492

  	
   

  
	
  Inland
  waterways towing transportation

  	
   

  	
  E4492

  	
   

  
	
  Tugboat
  service (including fleeting & harbor service)

  	
   

  	
  E4492

  	
   

  
	
  Marinas

  	
   

  	
  E4493

  	
   

  
	
  Marinas

  	
   

  	
  E4493

  	
   

  
	
  Other
  water transportation services

  	
   

  	
  E4499

  	
   

  
	
  Seaway &
  lighthouse operations

  	
   

  	
  E4499

  	
   

  
	
  Navigational
  services to shipping

  	
   

  	
  E4499

  	
   

  
	
  Navigational
  services

  	
   

  	
  E4499

  	
   

  
	
  Marine
  salvaging & wrecking (including dismantling of ships)

  	
   

  	
  E4499

  	
   

  
	
  Other
  services incidental to water transportation

  	
   

  	
  E4499

  	
   

  
	
  Commercial
  vessel rental & leasing

  	
   

  	
  E4499

  	
   

  
	
  Transportation
  by air

  	
   

  	
  E45

  	
   

  
	
  Scheduled
  air transportation and air courier services

  	
   

  	
  E451

  	
   

  
	
  Scheduled
  air transportation

  	
   

  	
  E4512

  	
   

  
	
  Scheduled
  passenger air transportation

  	
   

  	
  E4512

  	
   

  
	
  Scheduled
  freight air transportation

  	
   

  	
  E4512

  	
   

  
	
  Air
  courier services

  	
   

  	
  E4513

  	
   

  
	
  Air
  courier services

  	
   

  	
  E4513

  	
   

  
	
  Nonscheduled
  air transportation

  	
   

  	
  E452

  	
   

  
	
  Nonscheduled
  air transportation

  	
   

  	
  E4522

  	
   

  
	
  Nonscheduled
  chartered passenger air transportation

  	
   

  	
  E4522

  	
   

  
	
  Nonscheduled
  chartered freight air transportation

  	
   

  	
  E4522

  	
   

  
	
  Other
  nonscheduled air transportation

  	
   

  	
  E4522

  	
   

  
	
  Sightseeing
  airplanes and helicopters

  	
   

  	
  E4522

  	
   

  
	
  Air
  ambulance

  	
   

  	
  E4522

  	
   

  
	
  Airport
  terminal services

  	
   

  	
  E458

  	
   

  
	
  Airport
  terminal services

  	
   

  	
  E4581

  	
   

  
	
  Nongovernment
  air traffic control

  	
   

  	
  E4581

  	
   

  
	
  Airport
  operation & terminal services

  	
   

  	
  E4581

  	
   

  
	
  Other
  support activities for air transportation 

  	
   

  	
  E4581

  	
   

  
	
  Airplane
  cleaning & janitorial services

  	
   

  	
  E4581

  	
   

  
	
  Pipelines,
  except natural gas

  	
   

  	
  E46

  	
   

  
	
  Pipelines,
  except natural gas

  	
   

  	
  E461

  	
   

  
	
  Pipeline
  transportation of crude oil

  	
   

  	
  E4612

  	
   

  
	
  Pipeline
  transportation of crude oil

  	
   

  	
  E4612

  	
   

  
	
  Pipeline
  transportation of refined petroleum products

  	
   

  	
  E4613

  	
   

  
	
  Pipeline
  transportation of refined petroleum products

  	
   

  	
  E4613

  	
   

  
	
  All
  other pipeline transportation

  	
   

  	
  E4619

  	
   

  
	
  All
  other pipeline transportation

  	
   

  	
  E4619

  	
   

  
	
  Transportation
  services

  	
   

  	
  E47

  	
   

  
	
  Arrangement
  of passenger transportation

  	
   

  	
  E472

  	
   

  



 


10

















 


Schedule
V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Travel
  agencies

  	
   

  	
  E4724

  	
   

  
	
  Travel
  agencies

  	
   

  	
  E4724

  	
   

  
	
  Tour
  operators

  	
   

  	
  E4725

  	
   

  
	
  Tour
  operators

  	
   

  	
  E4725

  	
   

  
	
  Arrangement
  of passenger transportation, n.e.c.

  	
   

  	
  E4729

  	
   

  
	
  Arrangement
  of carpools & varpools

  	
   

  	
  E4729

  	
   

  
	
  Arrangement
  of passenger transportation, nec

  	
   

  	
  E4729

  	
   

  
	
  Freight shipping services

  	
   

  	
  E473

  	
   

  
	
  Freight
  shipping services

  	
   

  	
  E4731

  	
   

  
	
  Freight
  transportation arrangement

  	
   

  	
  E4731

  	
   

  
	
  Freight
  forwarding

  	
   

  	
  E4731

  	
   

  
	
  Arrangement
  of transportation of freight & cargo

  	
   

  	
  E4731

  	
   

  
	
  Tariff
  consulting

  	
   

  	
  E4731

  	
   

  
	
  Railroad car rental

  	
   

  	
  E474

  	
   

  
	
  Railroad
  car rental

  	
   

  	
  E4741

  	
   

  
	
  Railroad
  car rental

  	
   

  	
  E4741

  	
   

  
	
  Miscellaneous services incidental to
  transportation

  	
   

  	
  E478

  	
   

  
	
  Packing &
  crating

  	
   

  	
  E4783

  	
   

  
	
  Packing &
  crating

  	
   

  	
  E4783

  	
   

  
	
  Fixed
  facilities, inspection, & weighing services

  	
   

  	
  E4785

  	
   

  
	
  Marine
  cargo inspectors & surveyors

  	
   

  	
  E4785

  	
   

  
	
  Fixed
  facilities & inspection & weighing serv for motor trans veh

  	
   

  	
  E4785

  	
   

  
	
  Transportation
  services, n.e.c.

  	
   

  	
  E4789

  	
   

  
	
  Horse
  drawn cabs & carriages

  	
   

  	
  E4789

  	
   

  
	
  Support
  activities incidental to rail transportation

  	
   

  	
  E4789

  	
   

  
	
  Support
  activities incidental to road transportation

  	
   

  	
  E4789

  	
   

  
	
  Other
  support activities for transportation

  	
   

  	
  E4789

  	
   

  
	
  Communications

  	
   

  	
  E48

  	
   

  
	
  Telephone

  	
   

  	
  E481

  	
   

  
	
  Radiotelephone

  	
   

  	
  E4812

  	
   

  
	
  Paging

  	
   

  	
  E4812

  	
   

  
	
  Cellular &
  other wireless telecommunications

  	
   

  	
  E4812

  	
   

  
	
  Cellular
  telephone service

  	
   

  	
  E4812

  	
   

  
	
  Specialized
  (amr) & other mobile radio services

  	
   

  	
  E4812

  	
   

  
	
  Resellers
  - cellular or other wireless service

  	
   

  	
  E4812

  	
   

  
	
  Other
  telephone

  	
   

  	
  E4813

  	
   

  
	
  Wired
  telecommunications carriers - local & long-distance

  	
   

  	
  E4813

  	
   

  
	
  Resellers
  - wired telephone service

  	
   

  	
  E4813

  	
   

  
	
  Voice
  mailbox

  	
   

  	
  E4813

  	
   

  
	
  Telegraph communications

  	
   

  	
  E482

  	
   

  
	
  Telegraph
  communications

  	
   

  	
  E4822

  	
   

  
	
  Wired
  telecommunications carriers - telegraph service

  	
   

  	
  E4822

  	
   

  
	
  Radio and television broadcasting

  	
   

  	
  E483

  	
   

  
	
  Radio
  broadcasting

  	
   

  	
  E4832

  	
   

  
	
  Radio
  networks

  	
   

  	
  E4832

  	
   

  
	
  Radio
  stations

  	
   

  	
  E4832

  	
   

  
	
  Television
  broadcasting

  	
   

  	
  E4833

  	
   

  
	
  Television
  broadcasting

  	
   

  	
  E4833

  	
   

  
	
  Cable and other pay television broadcasting

  	
   

  	
  E484

  	
   

  
	
  Cable &
  other pay television broadcasting

  	
   

  	
  E4841

  	
   

  
	
  Cable
  networks

  	
   

  	
  E4841

  	
   

  
	
  Cable &
  other program distribution

  	
   

  	
  E4841

  	
   

  
	
  Communication services, not elsewhere classified

  	
   

  	
  E489

  	
   

  
	
  Communication
  services, n.e.c.

  	
   

  	
  E4899

  	
   

  
	
  Radio
  dispatch service

  	
   

  	
  E4899

  	
   

  
	
  Satellite
  telecommunications

  	
   

  	
  E4899

  	
   

  
	
  Other
  telecommunications

  	
   

  	
  E4899

  	
   

  
	
  Pay
  telephone operators

  	
   

  	
  E4899

  	
   

  
	
  Electric, gas, and sanitary services

  	
   

  	
  E49

  	
   

  
	
  Electric services

  	
   

  	
  E491

  	
   

  
	
  Electric
  services

  	
   

  	
  E4911

  	
   

  
	
  Electric
  services (hydroelectric power generation)

  	
   

  	
  E4911

  	
   

  
	
  Electric
  services (fosail fuel power generation)

  	
   

  	
  E4911

  	
   

  
	
  Electric
  services (nuclear power generation)

  	
   

  	
  E4911

  	
   

  
	
  Electric
  services (other electric power generation)

  	
   

  	
  E4911

  	
   

  
	
  Electric
  services (electric power transmission & control)

  	
   

  	
  E4911

  	
   

  
	
  Electric
  services (electric power distribution)

  	
   

  	
  E4911

  	
   

  
	
  Gas production and distribution

  	
   

  	
  E492

  	
   

  
	
  Combination utility services

  	
   

  	
  E493

  	
   

  
	
  Water supply

  	
   

  	
  E494

  	
   

  
	
  Water
  supply

  	
   

  	
  E4941

  	
   

  
	
  Water
  supply

  	
   

  	
  E4941

  	
   

  
	
  Sanitary services

  	
   

  	
  E495

  	
   

  
	
  Steam and air-conditioning supply

  	
   

  	
  E496

  	
   

  
	
  Steam
  and air-conditioning supply

  	
   

  	
  E4961

  	
   

  
	
  Steam &
  air-conditioning supply

  	
   

  	
  E4961

  	
   

  
	
  Irrigation systems

  	
   

  	
  E497

  	
   

  
	
  Irrigation
  systems

  	
   

  	
  E4971

  	
   

  
	
  Irrigation
  systems

  	
   

  	
  E4971

  	
   

  
	
  Wholesale trade

  	
   

  	
  F

  	
   

  
	
  Wholesale trade - durable goods

  	
   

  	
  F50

  	
   

  
	
  Motor vehicles and motor vehicle parts and
  supplies

  	
   

  	
  F501

  	
   

  
	
  Automobiles &
  other motor vehicles

  	
   

  	
  F5012

  	
   

  
	
  Automobiles &
  other motor vehicles

  	
   

  	
  F5012

  	
   

  
	
  Automobile &
  other motor vehicle whsle

  	
   

  	
  F5012

  	
   

  
	
  Automobile &
  motorcycle whsle

  	
   

  	
  F5012

  	
   

  
	
  Automobile &
  motorcycle whsle

  	
   

  	
  F5012

  	
   

  
	
  Bus &
  recreational vehicle whsle

  	
   

  	
  F5012

  	
   

  
	
  Bus &
  recreational vehicle whsle

  	
   

  	
  F5012

  	
   

  
	
  Light
  truck & van (14,000 lb or less) whsle

  	
   

  	
  F5012

  	
   

  
	
  Light
  truck & van (14,000 lb or less) whsle

  	
   

  	
  F5012

  	
   

  
	
  Medium
  truck & tractor (14,001 lb to 26,000 lb) whsle

  	
   

  	
  F5012

  	
   

  
	
  Medium
  truck & tractor (14,001 lb to 26,000 lb) whsle

  	
   

  	
  F5012

  	
   

  
	
  Heavy
  truck & tractor (over 26,000 lb) whsle

  	
   

  	
  F5012

  	
   

  
	
  Heavy
  truck & tractor (over 26,000 lb) whsle

  	
   

  	
  F5012

  	
   

  
	
  Motor
  vehicle supplies & new parts

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts whsle

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts - warehouse distributors

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts - warehouse distributors

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts - jobbers

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts - jobbers

  	
   

  	
  F5013

  	
   

  
	
  Petroleum
  products marketing equipment whsle

  	
   

  	
  F5013

  	
   

  
	
  Petroleum
  products marketing equipment whsle

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts jobbers (retail)

  	
   

  	
  F5013

  	
   

  
	
  Motor
  vehicle supplies & new parts jobbers (retail)

  	
   

  	
  F5013

  	
   

  
	
  Tires &
  tubes

  	
   

  	
  F5014

  	
   

  
	
  Tires &
  tubes

  	
   

  	
  F5014

  	
   

  
	
  Tire &
  tube whsle

  	
   

  	
  F5014

  	
   

  
	
  Tire &
  tube whsle

  	
   

  	
  F5014

  	
   

  
	
  Tire &
  tube merchants (retail)

  	
   

  	
  F5014

  	
   

  
	
  Tire &
  tube merchants (retail)

  	
   

  	
  F5014

  	
   

  
	
  Motor
  vehicle parts, used

  	
   

  	
  F5015

  	
   

  
	
  Motor
  vehicle parts, used

  	
   

  	
  F5015

  	
   

  
	
  Motor
  vehicle parts, (used) whsle

  	
   

  	
  F5015

  	
   

  
	
  Motor
  vehicle parts, (used) whsle

  	
   

  	
  F5015

  	
   

  
	
  Furniture and home furnishings

  	
   

  	
  F502

  	
   

  
	
  Furniture

  	
   

  	
  F5021

  	
   

  
	
  Furniture

  	
   

  	
  F5021

  	
   

  
	
  Furniture
  whsle

  	
   

  	
  F5021

  	
   

  
	
  Household &
  lawn furniture whsle

  	
   

  	
  F5021

  	
   

  
	
  Household &
  lawn furniture whsle

  	
   

  	
  F5021

  	
   

  
	
  Office &
  business furniture whsle

  	
   

  	
  F5021

  	
   

  
	
  Office &
  business furniture whsle

  	
   

  	
  F5021

  	
   

  
	
  Office &
  business furniture merchants (retail)

  	
   

  	
  F5021

  	
   

  
	
  Office &
  business furniture merchants (retail)

  	
   

  	
  F5021

  	
   

  
	
  Home
  furnishings

  	
   

  	
  F5023

  	
   

  
	
  Home
  furnishings

  	
   

  	
  F5023

  	
   

  
	
  Home
  furnishings whsle

  	
   

  	
  F5023

  	
   

  
	
  Household
  china, glassware, & crockery whsle

  	
   

  	
  F5023

  	
   

  
	
  Household
  china, glassware, & crockery whsle

  	
   

  	
  F5023

  	
   

  
	
  Linens,
  domestics, draperies, & curtains whsle

  	
   

  	
  F5023

  	
   

  
	
  Linens,
  domestics, draperies, & curtains whsle

  	
   

  	
  F5023

  	
   

  
	
  Floor
  coverings whsle

  	
   

  	
  F5023

  	
   

  
	
  Floor
  coverings whsle

  	
   

  	
  F5023

  	
   

  
	
  Other
  home furnishings whsle

  	
   

  	
  F5023

  	
   

  
	
  Other
  home furnishings whsle

  	
   

  	
  F5023

  	
   

  
	
  Floor
  covering merchants (retail)

  	
   

  	
  F5023

  	
   

  
	
  Floor
  covering merchants (retail)

  	
   

  	
  F5023

  	
   

  
	
  Lumber and other construction materials

  	
   

  	
  F503

  	
   

  
	
  Lumber,
  plywood, millwork, & wood panels

  	
   

  	
  F5031

  	
   

  
	
  Lumber,
  plywood, millwork, & wood panels

  	
   

  	
  F5031

  	
   

  
	
  Lumber,
  plywood, millwork, & wood panel whsle

  	
   

  	
  F5031

  	
   

  
	
  Lumber
  without yard whsle

  	
   

  	
  F5031

  	
   

  
	
  Lumber
  without yard whsle

  	
   

  	
  F5031

  	
   

  
	
  Lumber
  with yard whsle

  	
   

  	
  F5031

  	
   

  
	
  Lumber
  with yard whsle

  	
   

  	
  F5031

  	
   

  
	
  Plywood,
  veneer, millwork, & wood panel whsle

  	
   

  	
  F5031

  	
   

  
	
  Plywood,
  veneer, millwork, & wood panel whsle

  	
   

  	
  F5031

  	
   

  
	
  Other
  building material dealers

  	
   

  	
  F5031

  	
   

  
	
  Lumber
  merchants with yard (retail)

  	
   

  	
  F5031

  	
   

  
	
  Lumber
  merchants with yard (retail)

  	
   

  	
  F5031

  	
   

  
	
  Plywood,
  veneer, & millwork merchants (retail)

  	
   

  	
  F5031

  	
   

  
	
  Plywood,
  veneer, & millwork merchants (retail)

  	
   

  	
  F5031

  	
   

  
	
  Brick,
  stone, & related construction materials

  	
   

  	
  F5032

  	
   

  
	
  Brick,
  stone, & related construction materials

  	
   

  	
  F5032

  	
   

  
	
  Brick,
  stone, & related construction materials whsle

  	
   

  	
  F5032

  	
   

  
	
  Brick,
  block, tile, clay/cement sewer pipe whsle

  	
   

  	
  F5032

  	
   

  
	
  Brick,
  block, tile, clay/cement sewer pipe whsle

  	
   

  	
  F5032

  	
   

  
	
  Sand,
  gravel, & stone whsle

  	
   

  	
  F5032

  	
   

  
	
  Sand,
  gravel, & stone whsle

  	
   

  	
  F5032

  	
   

  
	
  Cement,
  lime, & related products whsle

  	
   

  	
  F5032

  	
   

  
	
  Cement,
  lime, & related products whsle

  	
   

  	
  F5032

  	
   

  
	
  Other
  building material dealers

  	
   

  	
  F5032

  	
   

  
	
  Brick,
  block, tile, clay/cement sewer pipe merchants (retail)

  	
   

  	
  F5032

  	
   

  
	
  Brick,
  block, tile, clay/cement sewer pipe merchants (retail)

  	
   

  	
  F5032

  	
   

  
	
  Sand,
  gravel, & stone merchants (retail)

  	
   

  	
  F5032

  	
   

  
	
  Sand,
  gravel, & stone merchants (retail)

  	
   

  	
  F5032

  	
   

  
	
  Cement,
  lime, & related products merchants (retail)

  	
   

  	
  F5032

  	
   

  
	
  Cement,
  lime, & related products merchants (retail)

  	
   

  	
  F5032

  	
   

  
	
  Roofing,
  siding, & insulation materials

  	
   

  	
  F5033

  	
   

  
	
  Roofing,
  siding, & insulation materials

  	
   

  	
  F5033

  	
   

  
	
  Roofing,
  siding, & insulation material whsle

  	
   

  	
  F5033

  	
   

  
	
  Roofing,
  siding, & insulation material whsle

  	
   

  	
  F5033

  	
   

  
	
  Roofing,
  siding, & insulation merchants (retail)

  	
   

  	
  F5033

  	
   

  
	
  Roofing,
  siding, & insulation merchants (retail)

  	
   

  	
  F5033

  	
   

  
	
  Other
  construction materials

  	
   

  	
  F5039

  	
   

  
	
  Other
  construction materials

  	
   

  	
  F5039

  	
   

  



 


11

















 


Schedule
V - SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other construction
  materials whsle

  	
   

  	
  F5039

  	
   

  
	
  Flat glass & other
  construction glass whsle

  	
   

  	
  F5039

  	
   

  
	
  Flat glass & other
  construction glass whsle

  	
   

  	
  F5039

  	
   

  
	
  Other construction materials
  whsle

  	
   

  	
  F5039

  	
   

  
	
  Other construction
  materials whsle

  	
   

  	
  F5039

  	
   

  
	
  Other building material
  dealers

  	
   

  	
  F5039

  	
   

  
	
  Flat glass & other
  construction glass merchants (retail)

  	
   

  	
  F5039

  	
   

  
	
  Flat glass & other
  construction glass merchants (retail)

  	
   

  	
  F5039

  	
   

  
	
  Other building material
  merchants (retail)

  	
   

  	
  F5039

  	
   

  
	
  Other building material
  merchants (retail)

  	
   

  	
  F5039

  	
   

  
	
  Professional and
  commercial equipment and supplies

  	
   

  	
  F504

  	
   

  
	
  Photographic equipment
  & supplies

  	
   

  	
  F5043

  	
   

  
	
  Photographic equipment
  & supplies

  	
   

  	
  F5043

  	
   

  
	
  Photographic equipment
  & supplies whsle

  	
   

  	
  F5043

  	
   

  
	
  Photographic equipment
  & supplies whsle

  	
   

  	
  F5043

  	
   

  
	
  Office equipment

  	
   

  	
  F5044

  	
   

  
	
  Office equipment

  	
   

  	
  F5044

  	
   

  
	
  Office equipment whsle

  	
   

  	
  F5044

  	
   

  
	
  Office equipment whsle

  	
   

  	
  F5044

  	
   

  
	
  Computers & computer
  peripheral equipment & supplies

  	
   

  	
  F5045

  	
   

  
	
  Computers & computer
  peripheral equipment & supplies

  	
   

  	
  F5045

  	
   

  
	
  Computer & computer
  peripheral equipment & software whsle

  	
   

  	
  F5045

  	
   

  
	
  Computers &
  peripheral equipment for resale

  	
   

  	
  F5045

  	
   

  
	
  Computers &
  peripheral equipment for resale

  	
   

  	
  F5045

  	
   

  
	
  Computers &
  peripheral equipment for end use

  	
   

  	
  F5045

  	
   

  
	
  Computers &
  peripheral equipment for end use

  	
   

  	
  F5045

  	
   

  
	
  Computer software whsle

  	
   

  	
  F5045

  	
   

  
	
  Computer software whsle

  	
   

  	
  F5045

  	
   

  
	
  Computer & software
  stores

  	
   

  	
  F5045

  	
   

  
	
  Computer & peripheral
  equipment merchants (retail)

  	
   

  	
  F5045

  	
   

  
	
  Computer & peripheral
  equipment merchants (retail)

  	
   

  	
  F5045

  	
   

  
	
  Computer software
  merchants (retail)

  	
   

  	
  F5045

  	
   

  
	
  Computer software
  merchants (retail)

  	
   

  	
  F5045

  	
   

  
	
  Nonstore computer &
  peripheral equipment merchants

  	
   

  	
  F5045

  	
   

  
	
  Nonstore computer &
  peripheral equipment merchants

  	
   

  	
  F5045

  	
   

  
	
  Other commercial
  equipment

  	
   

  	
  F5046

  	
   

  
	
  Other commercial
  equipment

  	
   

  	
  F5046

  	
   

  
	
  Other commercial
  equipment whsle

  	
   

  	
  F5046

  	
   

  
	
  Restaurant & hotel
  equipment & supplies whsle

  	
   

  	
  F5046

  	
   

  
	
  Restaurant & hotel
  equipment & supplies whsle

  	
   

  	
  F5046

  	
   

  
	
  Store machines &
  equipment whsle

  	
   

  	
  F5046

  	
   

  
	
  Store machines &
  equipment whsle

  	
   

  	
  F5046

  	
   

  
	
  Medical, dental, &
  hospital equipment & supplies

  	
   

  	
  F5047

  	
   

  
	
  Medical, dental, &
  hospital equipment & supplies

  	
   

  	
  F5047

  	
   

  
	
  Medical, dental, &
  hospital equipment & supplies whsle

  	
   

  	
  F5047

  	
   

  
	
  Surgical, medical, &
  hospital supplies whsle

  	
   

  	
  F5047

  	
   

  
	
  Surgical, medical, &
  hospital supplies whsle

  	
   

  	
  F5047

  	
   

  
	
  Dental equipment &
  supplies whsle

  	
   

  	
  F5047

  	
   

  
	
  Dental equipment &
  supplies whsle

  	
   

  	
  F5047

  	
   

  
	
  Surgical, medical, &
  hospital supplies stores (retail)

  	
   

  	
  F5047

  	
   

  
	
  Surgical, medical, &
  hospital supplies stores (retail)

  	
   

  	
  F5047

  	
   

  
	
  Ophthalmic goods

  	
   

  	
  F5048

  	
   

  
	
  Ophthalmic goods

  	
   

  	
  F5048

  	
   

  
	
  Ophthalmic goods whsle

  	
   

  	
  F5048

  	
   

  
	
  Ophthalmic goods whsle

  	
   

  	
  F5048

  	
   

  
	
  Other professional
  equipment & supplies

  	
   

  	
  F5049

  	
   

  
	
  Other professional
  equipment & supplies

  	
   

  	
  F5049

  	
   

  
	
  Other professional
  equipment & supplies whsle

  	
   

  	
  F5049

  	
   

  
	
  Religious & school
  supplies whsle

  	
   

  	
  F5049

  	
   

  
	
  Religious & school
  supplies whsle

  	
   

  	
  F5049

  	
   

  
	
  Other professional
  equipment & supplies whsle

  	
   

  	
  F5049

  	
   

  
	
  Other professional
  equipment & supplies whsle

  	
   

  	
  F5049

  	
   

  
	
  School supplies stores
  (retail)

  	
   

  	
  F5049

  	
   

  
	
  School supplies stores
  (retail)

  	
   

  	
  F5049

  	
   

  
	
  Metals and minerals,
  except petroleum

  	
   

  	
  F505

  	
   

  
	
  Metals service centers
  & offices

  	
   

  	
  F5051

  	
   

  
	
  Metals service centers
  & offices

  	
   

  	
  F5051

  	
   

  
	
  Metal service centers
  & offices

  	
   

  	
  F5051

  	
   

  
	
  Ferrous metal service
  centers

  	
   

  	
  F5051

  	
   

  
	
  Ferrous metal service centers

  	
   

  	
  F5051

  	
   

  
	
  Ferrous metal sales
  offices

  	
   

  	
  F5051

  	
   

  
	
  Ferrous metal sales
  offices

  	
   

  	
  F5051

  	
   

  
	
  Nonferrous metal service
  centers

  	
   

  	
  F5051

  	
   

  
	
  Nonferrous metal service
  centers

  	
   

  	
  F5051

  	
   

  
	
  Nonferrous metal sales
  offices

  	
   

  	
  F5051

  	
   

  
	
  Nonferrous metal sales
  offices

  	
   

  	
  F5051

  	
   

  
	
  Coal & other minerals
  & ores

  	
   

  	
  F5052

  	
   

  
	
  Coal & other minerals
  & ores

  	
   

  	
  F5052

  	
   

  
	
  Coal & other mineral
  & ore whsle

  	
   

  	
  F5052

  	
   

  
	
  Coal whsle

  	
   

  	
  F5052

  	
   

  
	
  Coal whsle

  	
   

  	
  F5052

  	
   

  
	
  Other mineral & ore
  whsle

  	
   

  	
  F5052

  	
   

  
	
  Other mineral & ore
  whsle

  	
   

  	
  F5052

  	
   

  
	
  Electrical goods

  	
   

  	
  F506

  	
   

  
	
  Electrical apparatus
  & equip, wiring supplies, & construction mat

  	
   

  	
  F5063

  	
   

  
	
  Electrical apparatus
  & equip, wiring supplies, & construction mat

  	
   

  	
  F5063

  	
   

  
	
  Electrical apparatus
  & equip, wiring supp, & const material whsle

  	
   

  	
  F5063

  	
   

  
	
  Electrical apparatus
  & equip, wiring supp, & const material whsle

  	
   

  	
  F5063

  	
   

  
	
  Electrical supplies
  stores (retail)

  	
   

  	
  F5063

  	
   

  
	
  Electrical supplies
  stores (retail)

  	
   

  	
  F5063

  	
   

  
	
  Electrical appliances,
  television & radio sets

  	
   

  	
  F5064

  	
   

  
	
  Electrical appliances,
  television & radio sets

  	
   

  	
  F5064

  	
   

  
	
  Electrical appliance,
  television & radio set whsle

  	
   

  	
  F5064

  	
   

  
	
  Electrical appliance,
  television & radio set whsle

  	
   

  	
  F6064

  	
   

  
	
  Other electronic parts
  & equipment

  	
   

  	
  F5065

  	
   

  
	
  Other electronic parts
  & equipment

  	
   

  	
  F5065

  	
   

  
	
  Other electronic parts
  & equipment whsle

  	
   

  	
  F5065

  	
   

  
	
  Communications equipment
  & supplies whsle

  	
   

  	
  F5065

  	
   

  
	
  Communications equipment
  & supplies whsle

  	
   

  	
  F5065

  	
   

  
	
  Electronic parts
  (excluding communications equipment) whsle

  	
   

  	
  F5065

  	
   

  
	
  Electronic parts
  (excluding communications equipment) whsle

  	
   

  	
  F5065

  	
   

  
	
  Hardware and plumbing and
  heating equipment and supplies

  	
   

  	
  F507

  	
   

  
	
  Hardware

  	
   

  	
  F5072

  	
   

  
	
  Hardware

  	
   

  	
  F5072

  	
   

  
	
  Hardware whsle

  	
   

  	
  F5072

  	
   

  
	
  Hardware whsle

  	
   

  	
  F5072

  	
   

  
	
  Plumbing & heating
  equipment & supplies

  	
   

  	
  F5074

  	
   

  
	
  Plumbing & heating
  equipment & supplies

  	
   

  	
  F5074

  	
   

  
	
  Plumbing & heating
  equipment & supplies (hydronics) whsle

  	
   

  	
  F5074

  	
   

  
	
  Plumbing & heating
  equipment & supplies (hydronics) whsle

  	
   

  	
  F5074

  	
   

  
	
  Plumbing & heating
  equipment & supplies merchants (retail)

  	
   

  	
  F5074

  	
   

  
	
  Plumbing & heating
  equipment & supplies merchants (retail)

  	
   

  	
  F5074

  	
   

  
	
  Warm air heating &
  air-conditioning equipment & supplies

  	
   

  	
  F5075

  	
   

  
	
  Warm air heating &
  air-conditioning equipment & supplies

  	
   

  	
  F5075

  	
   

  
	
  Warm air heating &
  air-conditioning equipment & supplies whsle

  	
   

  	
  F5075

  	
   

  
	
  Warm air heating &
  air-conditioning equipment & supplies whsle

  	
   

  	
  F5075

  	
   

  
	
  Refrigeration equipment
  & supplies

  	
   

  	
  F5078

  	
   

  
	
  Refrigeration equipment
  & supplies

  	
   

  	
  F5078

  	
   

  
	
  Refrigeration equipment
  & supplies whsle

  	
   

  	
  F5078

  	
   

  
	
  Refrigeration equipment
  & supplies whsle

  	
   

  	
  F5078

  	
   

  
	
  Machinery, equipment, and
  supplies

  	
   

  	
  F508

  	
   

  
	
  Construction & mining
  (except petroleum) machinery & equipment

  	
   

  	
  F5082

  	
   

  
	
  Construction & mining
  (except petroleum) machinery & equipment

  	
   

  	
  F5082

  	
   

  
	
  Construction & mining
  (except petroleum) machinery & equip whsle

  	
   

  	
  F5082

  	
   

  
	
  Construction & mining
  (except petroleum) machinery & equip whsle

  	
   

  	
  F5082

  	
   

  
	
  Farm & garden
  machinery & equipment

  	
   

  	
  F5083

  	
   

  
	
  Farm & garden
  machinery & equipment

  	
   

  	
  F5083

  	
   

  
	
  Farm & garden
  machinery & equipment whsle

  	
   

  	
  F5083

  	
   

  
	
  Farm machinery &
  equipment - farm dealers

  	
   

  	
  F5083

  	
   

  
	
  Farm machinery &
  equipment - farm dealers

  	
   

  	
  F5083

  	
   

  
	
  Farm machinery & equipment - whsle distributors

  	
   

  	
  F5083

  	
   

  
	
  Farm machinery &
  equipment - whsle distributors

  	
   

  	
  F5083

  	
   

  
	
  Lawn & garden
  machinery & equipment whsle

  	
   

  	
  F5083

  	
   

  
	
  Lawn & garden
  machinery & equipment whsle

  	
   

  	
  F5083

  	
   

  
	
  Lawn & garden
  machinery & equipment dealers (retail)

  	
   

  	
  F5083

  	
   

  
	
  Lawn & garden
  machinery & equipment dealers (retail)

  	
   

  	
  F5083

  	
   

  
	
  Industrial machinery
  & equipment

  	
   

  	
  F5084

  	
   

  
	
  Industrial machinery
  & equipment

  	
   

  	
  F5084

  	
   

  
	
  Industrial machinery
  & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Food-processing machinery
  & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Food-processing machinery
  & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Hydraulic & pneumatic
  pumps & motors whsle

  	
   

  	
  F5084

  	
   

  
	
  Hydraulic & pneumatic
  pumps & motors whsle

  	
   

  	
  F5084

  	
   

  
	
  General-purpose
  industrial machinery & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  General-purpose
  industrial machinery & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Metalworking machinery
  & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Metalworking machinery
  & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Materials handling
  equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Materials handling
  equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Oilwell, oil refinery,
  & pipeline mach, equip, & supplies whsle

  	
   

  	
  F5084

  	
   

  
	
  Oilwell, oil refinery,
  & pipeline mach, equip, & supplies whsle

  	
   

  	
  F5084

  	
   

  
	
  Other industrial
  machinery & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Other industrial
  machinery & equipment whsle

  	
   

  	
  F5084

  	
   

  
	
  Industrial supplies

  	
   

  	
  F5085

  	
   

  
	
  Industrial supplies

  	
   

  	
  F5085

  	
   

  
	
  Hydraulic & pneumatic
  parts, accessories, & supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Hydraulic & pneumatic
  parts, accessories, & supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Industrial supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  General-line industrial
  supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  General-line industrial
  supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Mechanical power
  transmission supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Mechanical power
  transmission supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Welding supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Welding supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Industrial containers
  & supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Industrial containers
  & supplies whsle

  	
   

  	
  F5085

  	
   

  
	
  Industrial valves &
  fittings (except fluid-power) whsle

  	
   

  	
  F5085

  	
   

  
	
  Industrial valves &
  fittings (except fluid-power) whsle

  	
   

  	
  F5085

  	
   

  
	
  Other industrial supplies
  whsle

  	
   

  	
  F5085

  	
   

  
	
  Other industrial supplies
  whsle

  	
   

  	
  F5085

  	
   

  
	
  Service establishment
  equipment & supplies

  	
   

  	
  F5087

  	
   

  
	
  Service establishment
  equipment & supplies

  	
   

  	
  F5087

  	
   

  
	
  Service establishment
  equipment & supplies whsle

  	
   

  	
  F5087

  	
   

  
	
  Beauty & barber shop
  equipment & supplies whsle

  	
   

  	
  F5087

  	
   

  
	
  Beauty & barber shop
  equipment & supplies whsle

  	
   

  	
  F5087

  	
   

  
	
  Custodial, janitors’
  equipment & supplies whsle

  	
   

  	
  F5087

  	
   

  
	
  Custodial, janitors’
  equipment & supplies whsle

  	
   

  	
  F5087

  	
   

  
	
  Laundry &
  dry-cleaning equipment & supplies whsle

  	
   

  	
  F5087

  	
   

  



 


12
















 


Schedule V - SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  
	
  DESCRIPTION

  	
   

  	
  CODE

  
	
   

  	
   

  	
   

  
	
  Laundry &
  dry-cleaning equipment & supplies whsle

  	
   

  	
  F5087

  
	
  Other service
  establishment equipment & supplies whsle

  	
   

  	
  F5087

  
	
  Other service
  establishment equipment & supplies whsle

  	
   

  	
  F5087

  
	
  Beauty & barber
  shop equipment & supplies stores (retail)

  	
   

  	
  F5087

  
	
  Beauty & barber
  shop equipment & supplies stores (retail)

  	
   

  	
  F5087

  
	
  Transportation
  equipment & supplies, except motor vehicles

  	
   

  	
  F5088

  
	
  Transportation
  equipment & supplies, except motor vehicles

  	
   

  	
  F5088

  
	
  Transportation
  equipment & supplies (exc motor vehicle) whsle

  	
   

  	
  F5088

  
	
  Aircraft &
  aeronautical equipment & supplies whsle

  	
   

  	
  F5088

  
	
  Aircraft &
  aeronautical equipment & supplies whsle

  	
   

  	
  F5088

  
	
  Marine machinery,
  equipment, & supplies whsle

  	
   

  	
  F5088

  
	
  Marine machinery,
  equipment, & supplies whsle

  	
   

  	
  F5088

  
	
  Other transportation
  equipment & supplies whsle

  	
   

  	
  F5088

  
	
  Other transportation
  equipment & supplies whsle

  	
   

  	
  F5088

  
	
  Miscellaneous durable
  goods

  	
   

  	
  F509

  
	
  Sporting &
  recreational goods & supplies

  	
   

  	
  F5091

  
	
  Sporting &
  recreational goods & supplies

  	
   

  	
  F5091

  
	
  Sporting &
  recreational goods & supplies whsle

  	
   

  	
  F5091

  
	
  Sporting &
  recreational goods & supplies whsle

  	
   

  	
  F5091

  
	
  Toys & hobby
  goods & supplies

  	
   

  	
  F5092

  
	
  Toys & hobby
  goods & supplies

  	
   

  	
  F5092

  
	
  Toy & hobby
  goods & supplies whsle

  	
   

  	
  F5092

  
	
  Toy & hobby
  goods & supplies whsle

  	
   

  	
  F5092

  
	
  Recyclable materials

  	
   

  	
  F5093

  
	
  Recyclable materials

  	
   

  	
  F5093

  
	
  Recyclable material whsle

  	
   

  	
  F5093

  
	
  Iron & steel
  scrap processors (using power processing equipment)

  	
   

  	
  F5093

  
	
  Iron & steel
  scrap processors (using power processing equipment)

  	
   

  	
  F5093

  
	
  Iron & steel
  scrap processors (not using power processing equip)

  	
   

  	
  F5093

  
	
  Iron & steel
  scrap processors (not using power processing equip)

  	
   

  	
  F5093

  
	
  Recyclable
  paper & paperboard whsle

  	
   

  	
  F5093

  
	
  Recyclable
  paper & paperboard whsle

  	
   

  	
  F5093

  
	
  Other recyclable material
  whsle

  	
   

  	
  F5093

  
	
  Other recyclable material
  whsle

  	
   

  	
  F5093

  
	
  Jewelry, watches,
  silverware, precious stones, & precious metals

  	
   

  	
  F5094

  
	
  Jewelry, watches,
  silverware, precious stones, & precious metals

  	
   

  	
  F5094

  
	
  Jewelry/watch/silverware/precious
  stone, & precious metal whsle

  	
   

  	
  F5094

  
	
  Jewelry, watch, diamonds,
  precious stone, & silverware whsle

  	
   

  	
  F5094

  
	
  Jewelry, watch, diamonds,
  precious stone, & silverware whsle

  	
   

  	
  F5094

  
	
  Precious metal (excluding
  ores) whsle

  	
   

  	
  F5094

  
	
  Precious metal (excluding
  ores) whsle

  	
   

  	
  F5094

  
	
  Durable goods, n.e.c.

  	
   

  	
  F5099

  
	
  Durable goods, n.e.c.

  	
   

  	
  F5099

  
	
  Other miscellaneous
  durable goods whsle

  	
   

  	
  F5099

  
	
  Musical instruments &
  supplies whsle

  	
   

  	
  F5099

  
	
  Musical instruments &
  supplies whsle

  	
   

  	
  F5099

  
	
  Forest products (except
  lumber) whsle

  	
   

  	
  F5099

  
	
  Forest products (except
  lumber) whsle

  	
   

  	
  F5099

  
	
  General merchandise
  (durable goods) whsle

  	
   

  	
  F5099

  
	
  General merchandise
  (durable goods) whsle

  	
   

  	
  F5099

  
	
  Compact discs/prerecorded
  audio tapes, & phonograph records whsle

  	
   

  	
  F5099

  
	
  Compact discs/prerecorded
  audio tapes, & phonograph records whsle

  	
   

  	
  F5099

  
	
  Fire
  extinguishers & fire safety equipment whsle

  	
   

  	
  F5099

  
	
  Fire
  extinguishers & fire safety equipment whsle

  	
   

  	
  F5099

  
	
  Other durable goods whsle

  	
   

  	
  F5099

  
	
  Other durable goods whsle

  	
   

  	
  F5099

  
	
  Wholesale trade - nondurable goods

  	
   

  	
  F51

  
	
  Paper and paper products

  	
   

  	
  F511

  
	
  Printing &
  writing paper

  	
   

  	
  F5111

  
	
  Printing &
  writing paper

  	
   

  	
  F5111

  
	
  Printing &
  writing paper whsle

  	
   

  	
  F5111

  
	
  Printing &
  writing paper whsle

  	
   

  	
  F5111

  
	
  Stationery &
  office supplies

  	
   

  	
  F5112

  
	
  Stationery &
  office supplies

  	
   

  	
  F5112

  
	
  Stationery &
  office supplies whsle

  	
   

  	
  F5112

  
	
  Stationery &
  office supplies whsle

  	
   

  	
  F5112

  
	
  Other office supplies
  stores (retail)

  	
   

  	
  F5112

  
	
  Other office supplies
  stores (retail)

  	
   

  	
  F5112

  
	
  Nonstore office supply
  merchants

  	
   

  	
  F5112

  
	
  Nonstore office supply
  merchants

  	
   

  	
  F5112

  
	
  Industrial &
  personal service paper

  	
   

  	
  F5113

  
	
  Industrial &
  personal service paper

  	
   

  	
  F5113

  
	
  Industrial &
  personal service paper whsle

  	
   

  	
  F5113

  
	
  Industrial &
  personal service paper whsle

  	
   

  	
  F5113

  
	
  Drugs, drug
  proprietaries, and druggists’ sundries

  	
   

  	
  F512

  
	
  Drugs, drug
  proprietaries, & druggists’ sundries

  	
   

  	
  F5122

  
	
  Drugs, drug
  proprietaries, & druggists’ sundries

  	
   

  	
  F5122

  
	
  Drugs, &
  druggists’ sundries whsle

  	
   

  	
  F5122

  
	
  General-line drugs whsle

  	
   

  	
  F5122

  
	
  General-line drugs whsle

  	
   

  	
  F5122

  
	
  Specialty-line drug,
  pharmaceutical, cosmetic, & toiletries whsle

  	
   

  	
  F5122

  
	
  Specialty-line drug,
  pharmaceutical, cosmetic, & toiletries whsle

  	
   

  	
  F5122

  
	
  Apparel, piece goods, and
  notions

  	
   

  	
  F513

  
	
  Piece goods,
  notions, & other dry goods

  	
   

  	
  F5131

  
	
  Piece goods,
  notions, & other dry goods

  	
   

  	
  F5131

  
	
  Broadwoven fabric
  finishing mills (pt)

  	
   

  	
  F5131

  
	
  Broadwoven fabric
  finishing mills (pt)

  	
   

  	
  F5131

  
	
  Piece goods,
  notions, & other dry goods whsle

  	
   

  	
  F5131

  
	
  Piece goods - jobbers

  	
   

  	
  F5131

  
	
  Piece goods - jobbers

  	
   

  	
  F5131

  
	
  Notions & other
  dry goods whsle

  	
   

  	
  F5131

  
	
  Notions & other
  dry goods whsle

  	
   

  	
  F5131

  
	
  Men’s & boys’
  clothing & furnishings

  	
   

  	
  F5136

  
	
  Men’s & boys’
  clothing & furnishings

  	
   

  	
  F5136

  
	
  Men’s & boys’
  clothing & furnishings whsle

  	
   

  	
  F5136

  
	
  Men’s & boys’
  clothing & furnishings whsle

  	
   

  	
  F5136

  
	
  Women’s &
  children’s & infants’ clothing & accessories

  	
   

  	
  F5137

  
	
  Women’s &
  children’s & infants’ clothing & accessories

  	
   

  	
  F5137

  
	
  Women’s,
  children’s, & infants’ clothing & accessories whsle

  	
   

  	
  F5137

  
	
  Women’s,
  children’s, & Infants’ clothing & accessories whsle

  	
   

  	
  F5137

  
	
  Footwear

  	
   

  	
  F5139

  
	
  Footwear

  	
   

  	
  F5139

  
	
  Footwear whsle

  	
   

  	
  F5139

  
	
  Footwear whsle

  	
   

  	
  F5139

  
	
  Groceries and related
  products

  	
   

  	
  F514

  
	
  Groceries, general-line

  	
   

  	
  F5141

  
	
  Groceries, general-line

  	
   

  	
  F5141

  
	
  General-line grocery
  whsle

  	
   

  	
  F5141

  
	
  General-line grocery
  whsle, voluntary group

  	
   

  	
  F5141

  
	
  General-line grocery whsle,
  voluntary group

  	
   

  	
  F5141

  
	
  General-line grocery whsle,
  retail cooperative

  	
   

  	
  F5141

  
	
  General-line grocery
  whsle, retail cooperative

  	
   

  	
  F5141

  
	
  Other general line a
  grocery whsle

  	
   

  	
  F5141

  
	
  Other general-line
  grocery whsle

  	
   

  	
  F5141

  
	
  Packaged frozen foods

  	
   

  	
  F5142

  
	
  Packaged frozen foods

  	
   

  	
  F5142

  
	
  Packaged frozen food
  whsle

  	
   

  	
  F5142

  
	
  Packaged frozen food whsle

  	
   

  	
  F5142

  
	
  Dairy products, except
  dried or canned

  	
   

  	
  F5143

  
	
  Dairy products, except
  dried or canned

  	
   

  	
  F5143

  
	
  Dairy products, (except
  dried or canned) whsle

  	
   

  	
  F5143

  
	
  Raw milk whsle

  	
   

  	
  F5143

  
	
  Raw milk whsle

  	
   

  	
  F5143

  
	
  Dairy product (except raw
  milk) whsle

  	
   

  	
  F5143

  
	
  Dairy product (except raw
  milk) whsle

  	
   

  	
  F5143

  
	
  Poultry &
  poultry products

  	
   

  	
  F5144

  
	
  Poultry &
  poultry products

  	
   

  	
  F5144

  
	
  Poultry &
  poultry product whsle

  	
   

  	
  F5144

  
	
  Live poultry whsle

  	
   

  	
  F5144

  
	
  Live poultry whsle

  	
   

  	
  F5144

  
	
  Poultry & poultry
  product (except live) whsle

  	
   

  	
  F5144

  
	
  Poultry &
  poultry product (except live) whsle

  	
   

  	
  F5144

  
	
  Confectionery

  	
   

  	
  F5145

  
	
  Confectionery

  	
   

  	
  F5145

  
	
  Confectionery whsle

  	
   

  	
  F5145

  
	
  Confectionery whsle

  	
   

  	
  F5145

  
	
  Fish & seafoods

  	
   

  	
  F5146

  
	
  Fish & seafoods

  	
   

  	
  F5146

  
	
  Fish & seafood
  whsle

  	
   

  	
  F5146

  
	
  Fish & seafood
  whsle

  	
   

  	
  F5146

  
	
  Meats & meat
  products

  	
   

  	
  F5147

  
	
  Meats & meat
  products

  	
   

  	
  F5147

  
	
  Meat processed from
  carcasses (pt)

  	
   

  	
  F5147

  
	
  Meat processed from
  carcasses (pt)

  	
   

  	
  F5147

  
	
  Meat & meat
  product whsle

  	
   

  	
  F5147

  
	
  Meat & meat
  product whsle

  	
   

  	
  F5147

  
	
  Fresh fruits &
  vegetables

  	
   

  	
  F5148

  
	
  Fresh fruits &
  vegetables

  	
   

  	
  F5148

  
	
  Fresh fruit &
  vegetable whsle

  	
   

  	
  F5148

  
	
  Fresh fruit &
  vegetable whsle

  	
   

  	
  F5148

  
	
  Other
  groceries & related products

  	
   

  	
  F5149

  
	
  Other groceries &
  related products

  	
   

  	
  F5149

  
	
  Other grocery &
  related products whsle

  	
   

  	
  F5149

  
	
  Coffee, tea, &
  spice whsle

  	
   

  	
  F5149

  
	
  Coffee, tea, &
  spice whsle

  	
   

  	
  F5149

  
	
  Bread & baked
  goods whsle

  	
   

  	
  F5149

  
	
  Bread & baked
  goods whsle

  	
   

  	
  F5149

  
	
  Soft drinks whsle

  	
   

  	
  F5149

  
	
  Soft drinks whsle

  	
   

  	
  F5149

  
	
  Canned goods whsle

  	
   

  	
  F5149

  
	
  Canned goods whsle

  	
   

  	
  F5149

  
	
  Food & beverage
  basic materials whsle

  	
   

  	
  F5149

  
	
  Food & beverage
  basic materials whsle

  	
   

  	
  F5149

  
	
  Other grocery specialties
  whsle

  	
   

  	
  F5149

  
	
  Other grocery specialties
  whsle

  	
   

  	
  F5149

  
	
  Farm-product raw
  materials

  	
   

  	
  F515

  
	
  Grain & field
  beans

  	
   

  	
  F5153

  
	
  Grain & field
  beans

  	
   

  	
  F5153

  
	
  Grain & field
  bean whsle

  	
   

  	
  F5153

  
	
  Grain & field
  bean whsle

  	
   

  	
  F5153

  
	
  Livestock

  	
   

  	
  F5154

  
	
  Livestock

  	
   

  	
  F5154

  
	
  Livestock whsle

  	
   

  	
  F5154

  
	
  Livestock whsle

  	
   

  	
  F5154

  
	
  Other farm-product raw
  materials

  	
   

  	
  F5159

  
	
  Other farm-product raw
  materials

  	
   

  	
  F5159

  
	
  Other farm product raw
  material whsle

  	
   

  	
  F5159

  
	
  Hides, skins, &
  pelts whsle

  	
   

  	
  F5159

  



 


13

















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  
	
  DESCRIPTION

  	
   

  	
  CODE

  
	
   

  	
   

  	
   

  
	
  Hides, skins, & petts whsle

  	
   

  	
  F5159

  
	
  Leaf tobacco whsle

  	
   

  	
  F5159

  
	
  Leaf tobacco whsle

  	
   

  	
  F5159

  
	
  Wool, wool tops, &
  mohair whsle

  	
   

  	
  F5159

  
	
  Wool, wool tops, &
  mohair whsle

  	
   

  	
  F5159

  
	
  Cotton whsle

  	
   

  	
  F5159

  
	
  Cotton whsle

  	
   

  	
  F5159

  
	
  Other farm-product raw
  material whsle

  	
   

  	
  F5159

  
	
  Other farm-product raw
  material whsle

  	
   

  	
  F5159

  
	
  Chemicals and allied
  products

  	
   

  	
  F516

  
	
  Plastics
  materials & basic forms & shapes

  	
   

  	
  F5162

  
	
  Plastics
  materials & basic forms & shapes

  	
   

  	
  F5162

  
	
  Plastics
  materials & basic forms & shapes whsle

  	
   

  	
  F5162

  
	
  Plastics materials &
  basic forms & shapes whsle

  	
   

  	
  F5162

  
	
  Chemicals &
  allied products, n.e.c.

  	
   

  	
  F5169

  
	
  Chemicals &
  allied products, n.e.c.

  	
   

  	
  F5169

  
	
  Other chemical &
  allied products whsle

  	
   

  	
  F5169

  
	
  Industrial gases (except
  LP) whsle

  	
   

  	
  F5169

  
	
  Industrial gases (except
  LP) whsle

  	
   

  	
  F5169

  
	
  Other chemical &
  allied products whsle

  	
   

  	
  F5169

  
	
  Other chemical &
  allied products whsle

  	
   

  	
  F5169

  
	
  Petroleum and petroleum
  products

  	
   

  	
  F517

  
	
  Petroleum bulk
  stations & terminals

  	
   

  	
  F5171

  
	
  Petroleum bulk
  stations & terminals

  	
   

  	
  F5171

  
	
  Petroleum bulk
  stations & terminals

  	
   

  	
  F5171

  
	
  Petroleum bulk stations
  (except LP)

  	
   

  	
  F5171

  
	
  Petroleum bulk stations
  (except LP)

  	
   

  	
  F5171

  
	
  Petroleum bulk terminals
  (except LP)

  	
   

  	
  F5171

  
	
  Petroleum bulk terminals
  (except LP)

  	
   

  	
  F5171

  
	
  Liquefied petroleum bulk
  stations & terminals

  	
   

  	
  F5171

  
	
  Liquefied petroleum bulk
  stations & terminals

  	
   

  	
  F5171

  
	
  Heating oil dealers (selling
  for consumption - retail)

  	
   

  	
  F5171

  
	
  Heating oil dealers (selling
  for consumption - retail)

  	
   

  	
  F5171

  
	
  Liquefied petroleum
  dealers (selling for consumption - retail)

  	
   

  	
  F5171

  
	
  Liquefied petroleum
  dealers (selling for consumption - retail)

  	
   

  	
  F5171

  
	
  Petroleum &
  petroleum products, except bulk stations & terminals

  	
   

  	
  F5172

  
	
  Petroleum &
  petroleum products, except bulk stations & terminals

  	
   

  	
  F5172

  
	
  Petroleum &
  petroleum prod whsle (exc bulk stations & terminals)

  	
   

  	
  F5172

  
	
  Petroleum &
  petroleum prod whsle (exc bulk stations & terminals)

  	
   

  	
  F5172

  
	
  Beer, wine, and distilled
  alcoholic beverages

  	
   

  	
  F518

  
	
  Beer & ale

  	
   

  	
  F5181

  
	
  Beer & ale

  	
   

  	
  F5181

  
	
  Beer & ale whsle

  	
   

  	
  F5181

  
	
  Beer & ale whsle

  	
   

  	
  F5181

  
	
  Wine & distilled
  alcoholic beverages

  	
   

  	
  F5182

  
	
  Wine & distilled
  alcoholic beverages

  	
   

  	
  F5182

  
	
  Wine & distilled
  alcoholic beverage whsle

  	
   

  	
  F5182

  
	
  Wine & distilled
  alcoholic bev (licensed operation) whsle

  	
   

  	
  F5182

  
	
  Wine & distilled
  alcoholic bev (licensed operation) whsle

  	
   

  	
  F5182

  
	
  Wine & distilled
  alcoholic beverage (State operated) Whsle

  	
   

  	
  F5182

  
	
  Wine & distilled
  alcoholic beverage (State operated) Whsle

  	
   

  	
  F5182

  
	
  Miscellaneous nondurable
  goods

  	
   

  	
  F519

  
	
  Farm supplies

  	
   

  	
  F5191

  
	
  Farm supplies

  	
   

  	
  F5191

  
	
  Farm supplies whsle

  	
   

  	
  F5191

  
	
  Farm supplies - farm
  dealers

  	
   

  	
  F5191

  
	
  Farm supplies - farm
  dealers

  	
   

  	
  F5191

  
	
  Farm supplies - whsle
  distributors

  	
   

  	
  F5191

  
	
  Farm supplies - whsle
  distributors

  	
   

  	
  F5191

  
	
  Farm supplies dealers
  (retail)

  	
   

  	
  F5191

  
	
  Farm supplies dealers
  (retail)

  	
   

  	
  F5191

  
	
  Books,
  periodicals, & newspapers

  	
   

  	
  F5192

  
	
  Books,
  periodicals, & newspapers

  	
   

  	
  F5192

  
	
  Book,
  periodical, & newspaper whsle

  	
   

  	
  F5192

  
	
  Book,
  periodical, & newspaper whsle

  	
   

  	
  F5192

  
	
  Flowers, nursery
  stock, & florists’ supplies

  	
   

  	
  F5193

  
	
  Flowers, nursery
  stock, & florists’ supplies

  	
   

  	
  F5193

  
	
  Flower, nursery stock, &
  florists’ supplies whsle

  	
   

  	
  F5193

  
	
  Flower, nursery
  stock, & florists’ supplies whsle

  	
   

  	
  F5193

  
	
  Flower, nursery
  stock, & florists’ supplies merchants (retail)

  	
   

  	
  F5193

  
	
  Flower, nursery
  stock, & florists’ supplies merchants (retail)

  	
   

  	
  F5193

  
	
  Tobacco & tobacco
  products

  	
   

  	
  F5194

  
	
  Tobacco &
  tobacco products

  	
   

  	
  F5194

  
	
  Tobacco &
  tobacco product whsle

  	
   

  	
  F5194

  
	
  Tobacco &
  tobacco product whsle

  	
   

  	
  F5194

  
	
  Paints,
  varnishes, & supplies

  	
   

  	
  F5198

  
	
  Paints,
  varnishes, & supplies

  	
   

  	
  F5198

  
	
  Paint,
  varnish, & supplies whsle

  	
   

  	
  F5198

  
	
  Paint,
  varnish, & supplies whsle

  	
   

  	
  F5198

  
	
  Paint,
  varnish, & supplies merchants (retail)

  	
   

  	
  F5198

  
	
  Paint,
  varnish, & supplies merchants (retail)

  	
   

  	
  F5198

  
	
  Other miscellaneous
  nondurable goods

  	
   

  	
  F5199

  
	
  Other miscellaneous
  nondurable goods

  	
   

  	
  F5199

  
	
  Other miscellaneous nondurable
  goods whsle

  	
   

  	
  F5199

  
	
  Art goods whsle

  	
   

  	
  F5199

  
	
  Art goods whsle

  	
   

  	
  F5199

  
	
  General merchandise
  (nondurable goods) whsle

  	
   

  	
  F5199

  
	
  General merchandise
  (nondurable goods) whsle

  	
   

  	
  F5199

  
	
  Textile bags,
  bagging, & burlap whsle

  	
   

  	
  F5199

  
	
  Textile bags,
  bagging, & burlap whsle

  	
   

  	
  F5199

  
	
  Other nondurable goods
  whsle

  	
   

  	
  F5199

  
	
  Other nondurable goods
  whsle

  	
   

  	
  F5199

  
	
  Advertising specialties
  goods distributor

  	
   

  	
  F5199

  
	
  Advertising specialties
  goods distributor

  	
   

  	
  F5199

  
	
  Retail trade

  	
   

  	
  G

  
	
  Building materials,
  hardware, garden supply, and mobile home dealers

  	
   

  	
  G52

  
	
  Lumber and other building
  materials dealers

  	
   

  	
  G521

  
	
  Lumber & other
  building materials dealers

  	
   

  	
  G5211

  
	
  Home centers

  	
   

  	
  G5211

  
	
  Other building material
  dealers

  	
   

  	
  G5211

  
	
  Retail lumber yards

  	
   

  	
  G5211

  
	
  Retail building material
  dealers

  	
   

  	
  G5211

  
	
  Paint, glass, and
  wallpaper stores

  	
   

  	
  G523

  
	
  Paint, glass, &
  wallpaper stores

  	
   

  	
  G5231

  
	
  Retail paint &
  wallpaper stores

  	
   

  	
  G5231

  
	
  Retail glass dealers

  	
   

  	
  G5231

  
	
  Hardware stores

  	
   

  	
  G525

  
	
  Hardware stores

  	
   

  	
  G5251

  
	
  Hardware stores

  	
   

  	
  G5251

  
	
  Retail nurseries, lawn
  and garden supply stores

  	
   

  	
  G526

  
	
  Retail nurseries,
  lawn & garden supply stores

  	
   

  	
  G5261

  
	
  Outdoor power equipment
  stores

  	
   

  	
  G5261

  
	
  Nursery & garden
  centers

  	
   

  	
  G5261

  
	
  Mobile home dealers

  	
   

  	
  G527

  
	
  Mobile home dealers

  	
   

  	
  G5271

  
	
  Manufactured (mobile)
  home dealers

  	
   

  	
  G5271

  
	
  General merchandise
  stores

  	
   

  	
  G53

  
	
  Department stores
  (excluding leased departments)

  	
   

  	
  G531

  
	
  Department stores (excl
  leased depts)

  	
   

  	
  G5311

  
	
  Department stores (excl
  leased depts)

  	
   

  	
  G5311

  
	
  Conventional department
  stores (excl leased depts)

  	
   

  	
  G5311

  
	
  Discount or mass merchandising
  dept stores (excl leased depts)

  	
   

  	
  G5311

  
	
  National chain department
  stores (excl leased depts)

  	
   

  	
  G5311

  
	
  Supercenters

  	
   

  	
  G5311

  
	
  Variety stores

  	
   

  	
  G533

  
	
  Variety stores

  	
   

  	
  G5331

  
	
  Variety stores

  	
   

  	
  G5331

  
	
  Miscellaneous general
  merchandise stores

  	
   

  	
  G539

  
	
  Miscellaneous general
  merchandise stores

  	
   

  	
  G5399

  
	
  Warehouse clubs

  	
   

  	
  G5399

  
	
  All other general
  merchandise stores

  	
   

  	
  G5399

  
	
  Catalog showrooms

  	
   

  	
  G5399

  
	
  Misc gen merch stores,
  exc catalog showrooms & warehse clubs

  	
   

  	
  G5399

  
	
  Food stores

  	
   

  	
  G54

  
	
  Grocery stores

  	
   

  	
  G541

  
	
  Grocery stores

  	
   

  	
  G5411

  
	
  Supermarkets &
  other grocery (except convenience) stores

  	
   

  	
  G5411

  
	
  Supermarkets &
  grocery stores

  	
   

  	
  G5411

  
	
  Delicatessens, primarily
  selling meats & a range of grocery items

  	
   

  	
  G5411

  
	
  Convenience stores

  	
   

  	
  G5411

  
	
  Delicatessens, primarily
  selling fresh & prepared meats

  	
   

  	
  G5411

  
	
  Convenience stores
  selling gasoline

  	
   

  	
  G5411

  
	
  Supermarket/general
  merchandise combination stores

  	
   

  	
  G5411

  
	
  Meat and fish (seafood)
  markets, including freezer provisioners

  	
   

  	
  G542

  
	
  Meat & fish
  (seafood) markets, including freezer provisioners

  	
   

  	
  G5421

  
	
  Meat markets

  	
   

  	
  G5421

  
	
  Fish & seafood
  markets

  	
   

  	
  G5421

  
	
  Freezer & locker
  meat provisioners

  	
   

  	
  G5421

  
	
  Fruit and vegetable
  markets

  	
   

  	
  G543

  
	
  Fruit &
  vegetable markets

  	
   

  	
  G5431

  
	
  Fruit &
  vegetable markets

  	
   

  	
  G5431

  
	
  Candy, nut, and
  confectionery stores

  	
   

  	
  G544

  
	
  Candy, nut, &
  confectionery stores

  	
   

  	
  G5441

  
	
  Confectionery mfg from
  purchased chocolate (pt)

  	
   

  	
  G5441

  
	
  Nonchocolate confectionery
  mfg (pt)

  	
   

  	
  G5441

  
	
  Confectionery &
  nut stores

  	
   

  	
  G5441

  
	
  Dairy products stores

  	
   

  	
  G545

  
	
  Dairy products stores

  	
   

  	
  G5451

  
	
  Dairy products stores

  	
   

  	
  G5451

  
	
  Retail bakeries

  	
   

  	
  G546

  
	
  Retail bakeries

  	
   

  	
  G5461

  
	
  Retail bakeries

  	
   

  	
  G5461

  
	
  Baked goods stores

  	
   

  	
  G5461

  
	
  Snack &
  nonalcoholic beverage bars

  	
   

  	
  G5461

  
	
  Donut shops, baking on
  premises

  	
   

  	
  G5461

  
	
  Donut shops, no baking on
  premises

  	
   

  	
  G5461

  
	
  Cookie shops

  	
   

  	
  G5461

  
	
  Miscellaneous food stores

  	
   

  	
  G549

  
	
  Miscellaneous food stores

  	
   

  	
  G5499

  
	
  Miscellaneous food stores

  	
   

  	
  G5499

  
	
  Food (health) supplement
  stores

  	
   

  	
  G5499

  
	
  Automotive dealers and
  gasoline service stations

  	
   

  	
  G55

  
	
  Motor vehicle dealers
  (new and used)

  	
   

  	
  G551

  
	
  Motor vehicle dealers
  (new & used)

  	
   

  	
  G5511

  
	
  New car dealers

  	
   

  	
  G5511

  
	
  Motor vehicle dealers
  (used only)

  	
   

  	
  G552

  
	
  Motor vehicle dealers
  (used only)

  	
   

  	
  G5521

  
	
  Used car dealers

  	
   

  	
  G5521

  



 


14

















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  
	
  DESCRIPTION

  	
   

  	
  CODE

  
	
   

  	
   

  	
   

  
	
  Auto and home supply
  stores

  	
   

  	
  G553

  
	
  Auto & home
  supply stores

  	
   

  	
  G5531

  
	
  Auto supplies stores

  	
   

  	
  G5531

  
	
  New tire dealers

  	
   

  	
  G5531

  
	
  Other auto &
  home supplies stores

  	
   

  	
  G5531

  
	
  Gasoline service stations

  	
   

  	
  G554

  
	
  Gasoline service stations

  	
   

  	
  G5541

  
	
  Gasoline stations with
  convenience stores

  	
   

  	
  G5541

  
	
  Other gasoline stations

  	
   

  	
  G5541

  
	
  Gasoline stations with no
  convenience stores

  	
   

  	
  G5541

  
	
  Truck stops

  	
   

  	
  G5541

  
	
  Boat dealers

  	
   

  	
  G555

  
	
  Boat dealers

  	
   

  	
  G5551

  
	
  Boat dealers

  	
   

  	
  G5551

  
	
  Recreational vehicle
  dealers

  	
   

  	
  G556

  
	
  Recreational vehicle
  dealers

  	
   

  	
  G5561

  
	
  Recreational vehicle
  dealers

  	
   

  	
  G5561

  
	
  Motorcycle dealers

  	
   

  	
  G557

  
	
  Motorcycle dealers

  	
   

  	
  G5571

  
	
  Motorcycle dealers

  	
   

  	
  G5571

  
	
  Automotive dealers, not
  elsewhere classified

  	
   

  	
  G559

  
	
  Automotive dealers, not
  elsewhere classified

  	
   

  	
  G5599

  
	
  All other motor vehicle
  dealers

  	
   

  	
  G5599

  
	
  Apparel and accessory
  stores

  	
   

  	
  G56

  
	
  Men’s and boys’ clothing
  and accessory stores

  	
   

  	
  G561

  
	
  Men’s & boys’
  clothing & accessory stores

  	
   

  	
  G5611

  
	
  Men’s clothing stores

  	
   

  	
  G5611

  
	
  Women’s clothing stores

  	
   

  	
  G562

  
	
  Women’s clothing stores

  	
   

  	
  G5621

  
	
  Women’s clothing stores

  	
   

  	
  G5621

  
	
  Women’s accessory and
  specialty stores

  	
   

  	
  G563

  
	
  Women’s
  accessory & specialty stores

  	
   

  	
  G5632

  
	
  Women’s accessory stores

  	
   

  	
  G5632

  
	
  Other clothing stores

  	
   

  	
  G5632

  
	
  Women’s specialty stores

  	
   

  	
  G5632

  
	
  Furriers & fur
  shops

  	
   

  	
  G5632

  
	
  Children’s and Infants’
  wear stores

  	
   

  	
  G564

  
	
  Children’s & Infants’
  wear stores

  	
   

  	
  G5641

  
	
  Children’s & Infants’
  clothing stores

  	
   

  	
  G5641

  
	
  Family clothing stores

  	
   

  	
  G565

  
	
  Family clothing stores

  	
   

  	
  G5651

  
	
  Family clothing stores

  	
   

  	
  G5651

  
	
  Shoe stores

  	
   

  	
  G566

  
	
  Shoe stores

  	
   

  	
  G5661

  
	
  Shoe stores

  	
   

  	
  G5661

  
	
  Men’s shoe stores

  	
   

  	
  G5661

  
	
  Women’s shoe stores

  	
   

  	
  G5661

  
	
  Children’s &
  juveniles’ shoe stores

  	
   

  	
  G5661

  
	
  Family shoe stores

  	
   

  	
  G5661

  
	
  Athletic footwear stores

  	
   

  	
  G5661

  
	
  Miscellaneous apparel and
  accessory stores

  	
   

  	
  G569

  
	
  Miscellaneous
  apparel & accessory stores

  	
   

  	
  G5699

  
	
  Miscellaneous apparel and
  accessory stores (pt)

  	
   

  	
  G5699

  
	
  Miscellaneous accessory
  stores

  	
   

  	
  G5699

  
	
  Other clothing stores

  	
   

  	
  G5699

  
	
  Sports apparel stores

  	
   

  	
  G5699

  
	
  Miscellaneous apparel
  stores

  	
   

  	
  G5699

  
	
  Home furniture,
  furnishings, and equipment stores

  	
   

  	
  G57

  
	
  Home furniture and
  furnishings stores

  	
   

  	
  G571

  
	
  Furniture stores

  	
   

  	
  G5712

  
	
  Wood kitchen
  cabinet & counter top mfg (pt)

  	
   

  	
  G5712

  
	
  Upholstered household
  furniture mfg (pt)

  	
   

  	
  G5712

  
	
  Nonupholstered wood
  household furniture mfg (pt)

  	
   

  	
  G5712

  
	
  Furniture stores

  	
   

  	
  G5712

  
	
  Furniture stores, except
  custom

  	
   

  	
  G5712

  
	
  Furniture warehouse
  showrooms

  	
   

  	
  G5712

  
	
  Sleep shop &
  waterbed stores

  	
   

  	
  G5712

  
	
  Specialty furniture
  stores, except custom

  	
   

  	
  G5712

  
	
  Floor covering stores

  	
   

  	
  G5713

  
	
  Floor covering stores

  	
   

  	
  G5713

  
	
  Drapery, curtain, &
  upholstery stores

  	
   

  	
  G5714

  
	
  Curtain &
  drapery mills (pt)

  	
   

  	
  G5714

  
	
  Drapery &
  curtain stores, except custom

  	
   

  	
  G5714

  
	
  Upholstery stores

  	
   

  	
  G5714

  
	
  Miscellaneous
  homefurnishings stores

  	
   

  	
  G5719

  
	
  Blind & shade
  stores

  	
   

  	
  G5719

  
	
  All other home
  furnishings stores

  	
   

  	
  G5719

  
	
  Household appliance
  stores

  	
   

  	
  G572

  
	
  Household appliance
  stores

  	
   

  	
  G5722

  
	
  Household appliance
  stores

  	
   

  	
  G5722

  
	
  Radio, television,
  consumer electronics, and music stores

  	
   

  	
  G573

  
	
  Radio,
  television, & consumer electronics stores

  	
   

  	
  G5731

  
	
  Automotive radio stores

  	
   

  	
  G5731

  
	
  Other radio,
  television, & electronics stores

  	
   

  	
  G5731

  
	
  Computer & computer
  software stores

  	
   

  	
  G5734

  
	
  Computer &
  software stores

  	
   

  	
  G5734

  
	
  Computer stores (custom
  assembly)

  	
   

  	
  G5734

  
	
  Computer stores

  	
   

  	
  G5734

  
	
  Computer software stores

  	
   

  	
  G5734

  
	
  Record &
  prerecorded tape stores

  	
   

  	
  G5735

  
	
  Prerecorded tape, compact
  disc, & record stores

  	
   

  	
  G5735

  
	
  Prerecorded tape, compact
  disc, & record stores

  	
   

  	
  G5735

  
	
  Video tape stores, retail

  	
   

  	
  G5735

  
	
  Musical Instrument stores

  	
   

  	
  G5736

  
	
  Musical
  Instrument & supplies stores

  	
   

  	
  G5736

  
	
  Eating and drinking
  places

  	
   

  	
  G58

  
	
  Eating and drinking
  places

  	
   

  	
  G581

  
	
  Eating places

  	
   

  	
  G5812

  
	
  Dinner theaters

  	
   

  	
  G5812

  
	
  Full-service restaurants

  	
   

  	
  G5812

  
	
  Limited-service
  restaurants

  	
   

  	
  G5812

  
	
  Cafeterias

  	
   

  	
  G5812

  
	
  Snack &
  nonalcoholic beverage bars

  	
   

  	
  G5812

  
	
  Ice cream & soft
  serve shops

  	
   

  	
  G5812

  
	
  Frozen yogurt shops

  	
   

  	
  G5812

  
	
  Bagel shops

  	
   

  	
  G5812

  
	
  Coffee shops

  	
   

  	
  G5812

  
	
  Other snack &
  nonalcoholic beverage bars

  	
   

  	
  G5812

  
	
  Foodservice contractors

  	
   

  	
  G5812

  
	
  Caterers

  	
   

  	
  G5812

  
	
  Drinking places
  (alcoholic beverages)

  	
   

  	
  G5813

  
	
  Drinking places
  (alcoholic beverages)

  	
   

  	
  G5813

  
	
  Miscellaneous retail

  	
   

  	
  G59

  
	
  Drug stores and
  proprietary stores

  	
   

  	
  G591

  
	
  Drug stores &
  proprietary stores

  	
   

  	
  G5912

  
	
  Pharmacies &
  drug stores

  	
   

  	
  G5912

  
	
  Pharmacies &
  drug stores

  	
   

  	
  G5912

  
	
  Proprietary stores

  	
   

  	
  G5912

  
	
  Liquor stores

  	
   

  	
  G592

  
	
  Liquor stores

  	
   

  	
  G5921

  
	
  Beer, wine, &
  liquor stores

  	
   

  	
  G5921

  
	
  Used merchandise stores

  	
   

  	
  G593

  
	
  Used merchandise stores

  	
   

  	
  G5932

  
	
  Used merchandise stores

  	
   

  	
  G5932

  
	
  Antique stores

  	
   

  	
  G5932

  
	
  Second-hand stores,
  except pawn shops

  	
   

  	
  G5932

  
	
  Pawn shops

  	
   

  	
  G5932

  
	
  Miscellaneous shopping
  goods stores

  	
   

  	
  G594

  
	
  Sporting goods
  stores & bicycle shops

  	
   

  	
  G5941

  
	
  Sporting goods stores

  	
   

  	
  G5941

  
	
  General-line sporting
  goods stores

  	
   

  	
  G5941

  
	
  Bicycle shops

  	
   

  	
  G5941

  
	
  Golf shops

  	
   

  	
  G5941

  
	
  Gun shops

  	
   

  	
  G5941

  
	
  Ski shops

  	
   

  	
  G5941

  
	
  Tackle shops

  	
   

  	
  G5941

  
	
  Other specialty-line sporting
  goods stores

  	
   

  	
  G5941

  
	
  Book stores

  	
   

  	
  G5942

  
	
  Book stores

  	
   

  	
  G5942

  
	
  Book stores, general

  	
   

  	
  G5942

  
	
  Specialty book stores

  	
   

  	
  G5942

  
	
  College book stores

  	
   

  	
  G5942

  
	
  Stationery stores

  	
   

  	
  G5943

  
	
  Office
  supplies & stationery stores

  	
   

  	
  G5943

  
	
  Stationery stores

  	
   

  	
  G5943

  
	
  Office supplies stores

  	
   

  	
  G5943

  
	
  Jewelry stores

  	
   

  	
  G5944

  
	
  Jewelry stores

  	
   

  	
  G5944

  
	
  Hobby, toy, &
  game shops

  	
   

  	
  G5945

  
	
  Hobby, toy, &
  game stores

  	
   

  	
  G5945

  
	
  Hobby, toy, &
  game stores

  	
   

  	
  G5945

  
	
  Craft supplies stores

  	
   

  	
  G5945

  
	
  Camera &
  photographic supply stores

  	
   

  	
  G5946

  
	
  Camera & photographic
  supplies stores

  	
   

  	
  G5946

  
	
  Gift, novelty, &
  souvenir shops

  	
   

  	
  G5947

  
	
  Gift, novelty, &
  souvenir stores

  	
   

  	
  G5947

  
	
  Luggage &
  leather goods stores

  	
   

  	
  G5948

  
	
  Luggage &
  leather goods stores

  	
   

  	
  G5948

  
	
  Sewing,
  needlework, & piece goods stores

  	
   

  	
  G5949

  
	
  Sewing, needlework, &
  piece goods stores

  	
   

  	
  G5949

  
	
  Sewing,
  fabric, & piece goods stores

  	
   

  	
  G5949

  
	
  Needlework &
  knitting stores

  	
   

  	
  G5949

  
	
  Nonstore retailers

  	
   

  	
  G596

  
	
  Catalog &
  mail-order houses

  	
   

  	
  G5961

  
	
  Electronic
  shopping & mail-order houses

  	
   

  	
  G5961

  
	
  Mail-order houses,
  department store merchandise

  	
   

  	
  G5961

  
	
  Mail-order houses, other
  general merchandise

  	
   

  	
  G5961

  
	
  Mail-order houses,
  specialized merchandise

  	
   

  	
  G5961

  
	
  Television order, home
  shopping

  	
   

  	
  G5961

  
	
  Automatic merchandising
  machine operators

  	
   

  	
  G5962

  
	
  Vending machine operators

  	
   

  	
  G5962

  
	
  Direct selling
  establishments

  	
   

  	
  G5963

  
	
  Other direct selling
  establishments

  	
   

  	
  G5963

  
	
  Direct selling,
  furniture, home furnishings, electronics, & appl

  	
   

  	
  G5963

  
	
  Direct selling,
  cameras & photographic equipment

  	
   

  	
  G5963

  
	
  Direct selling, videos,
  tapes, compact discs, & records

  	
   

  	
  G5963

  
	
  Direct selling,
  books & magazines

  	
   

  	
  G5963

  
	
  Direct selling,
  newspapers

  	
   

  	
  G5963

  



 


15
















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  
	
  DESCRIPTION

  	
   

  	
  CODE

  
	
   

  	
   

  	
   

  
	
  Direct selling,
  stationery

  	
   

  	
  G5963

  
	
  Direct selling, all other
  merchandise

  	
   

  	
  G5963

  
	
  Mobile foodservices

  	
   

  	
  G5963

  
	
  Fuel dealers

  	
   

  	
  G598

  
	
  Fuel oil dealers

  	
   

  	
  G5983

  
	
  Heating oil dealers

  	
   

  	
  G5983

  
	
  Liquefied petroleum gas
  (bottled gas) dealers

  	
   

  	
  G5984

  
	
  Liquefied petroleum gas
  (bottled gas) dealers

  	
   

  	
  G5984

  
	
  Fuel dealers, not
  elsewhere classified

  	
   

  	
  G5989

  
	
  Other fuel dealers

  	
   

  	
  G5989

  
	
  Retail stores, not
  elsewhere classified

  	
   

  	
  G599

  
	
  Florists

  	
   

  	
  G5992

  
	
  Florists

  	
   

  	
  G5992

  
	
  Tobacco stores &
  stands

  	
   

  	
  G5993

  
	
  Tobacco stores

  	
   

  	
  G5993

  
	
  News dealers &
  newsstands

  	
   

  	
  G5994

  
	
  News dealers &
  newsstands

  	
   

  	
  G5994

  
	
  Optical goods stores

  	
   

  	
  G5995

  
	
  Optical goods stores

  	
   

  	
  G5995

  
	
  Miscellaneous retail
  stores, not elsewhere classified

  	
   

  	
  G5999

  
	
  Radio, television, &
  other electronics stores

  	
   

  	
  G5999

  
	
  Typewriter shops

  	
   

  	
  G5999

  
	
  Telephone stores

  	
   

  	
  G5999

  
	
  Cosmetics, beauty
  supplies, & perfume stores

  	
   

  	
  G5999

  
	
  Health care stores

  	
   

  	
  G5999

  
	
  Pet & pet
  supplies stores

  	
   

  	
  G5999

  
	
  Art dealers

  	
   

  	
  G5999

  
	
  All other miscellaneous
  store retailers (except tobacco stores)

  	
   

  	
  G5999

  
	
  Collectors’
  items & supplies stores

  	
   

  	
  G5999

  
	
  Trophy shops

  	
   

  	
  G5999

  
	
  Other miscellaneous store
  retailers, nec

  	
   

  	
  G5999

  
	
  Financial, Insurance, and real estate industries

  	
   

  	
  H

  
	
  Depository Institutions

  	
   

  	
  H60

  
	
  Central reserve depository
  Institutions

  	
   

  	
  H601

  
	
  Federal reserve banks

  	
   

  	
  H6011

  
	
  Monetary authorities -
  central bank

  	
   

  	
  H6011

  
	
  Central reserve
  depository institutions, nec

  	
   

  	
  H6019

  
	
  Other central reserve
  depository institutions

  	
   

  	
  H6019

  
	
  Commercial banks

  	
   

  	
  H602

  
	
  National commercial banks

  	
   

  	
  H6021

  
	
  National commercial banks
  (banking)

  	
   

  	
  H6021

  
	
  National commercial banks
  (credit card issuing)

  	
   

  	
  H6021

  
	
  State commercial banks

  	
   

  	
  H6022

  
	
  State commercial banks
  (banking)

  	
   

  	
  H6022

  
	
  Other depository credit
  intermediation

  	
   

  	
  H6022

  
	
  State commercial banks
  (credit card issuing)

  	
   

  	
  H6022

  
	
  Savings institutions

  	
   

  	
  H603

  
	
  Savings institutions,
  federally chartered

  	
   

  	
  H6035

  
	
  Savings institutions
  (federally chartered)

  	
   

  	
  H6035

  
	
  Savings institutions, not
  federally chartered

  	
   

  	
  H6036

  
	
  Savings institutions (not
  federally chartered)

  	
   

  	
  H6036

  
	
  Credit unions

  	
   

  	
  H606

  
	
  Credit unions, federally
  chartered

  	
   

  	
  H6061

  
	
  Credit unions (federally
  chartered)

  	
   

  	
  H6061

  
	
  Credit unions, not
  federally chartered

  	
   

  	
  H6062

  
	
  Credit unions (not
  federally chartered)

  	
   

  	
  H6062

  
	
  Foreign banking and
  branches and agencies of foreign banks

  	
   

  	
  H608

  
	
  Branches &
  agencies of foreign banks

  	
   

  	
  H6081

  
	
  Branches of foreign banks

  	
   

  	
  H6081

  
	
  Agencies of foreign
  banks, primarily trade finance

  	
   

  	
  H6081

  
	
  Agencies of foreign
  banks, primarily commercial finance

  	
   

  	
  H6081

  
	
  Foreign trade & International
  banking institutions

  	
   

  	
  H6082

  
	
  Agreement & Edge
  Act Corporations, primarily trade finance

  	
   

  	
  H6082

  
	
  Agreement & Edge
  Act Corporations, primarily holding investments

  	
   

  	
  H6082

  
	
  Functions related to
  depository banking

  	
   

  	
  H609

  
	
  Nondeposit trust
  facilities

  	
   

  	
  H6091

  
	
  Nondeposit trust
  companies

  	
   

  	
  H6091

  
	
  Functions related to
  depository banking, nec

  	
   

  	
  H6099

  
	
  Representative offices of
  foreign banks

  	
   

  	
  H6099

  
	
  Electr funds
  trans & automated clearinghouses for banks & checks

  	
   

  	
  H6099

  
	
  Other activities related
  to credit intermediation

  	
   

  	
  H6099

  
	
  Foreign currency exchange

  	
   

  	
  H6099

  
	
  Escrow &
  fiduciary agencies

  	
   

  	
  H6099

  
	
  Deposit brokers

  	
   

  	
  H6099

  
	
  Nondepository credit
  institutions

  	
   

  	
  H61

  
	
  Federal &
  federally-sponsored credit agencies

  	
   

  	
  H611

  
	
  Federal &
  federally-sponsored credit agencies

  	
   

  	
  H6111

  
	
  Federally-sponsored
  credit agencies, primarily real estate

  	
   

  	
  H6111

  
	
  Federally-sponsored
  credit agencies, primarily trade finance

  	
   

  	
  H6111

  
	
  Federally-sponsored
  credit agencies, primarily secondary market

  	
   

  	
  H6111

  
	
  Other federally-sponsored
  credit agencies

  	
   

  	
  H6111

  
	
  Personal credit institutions

  	
   

  	
  H614

  
	
  Personal credit institutions

  	
   

  	
  H6141

  
	
  Remedial loan societies
  and mutual benefit associations (deposit)

  	
   

  	
  H6141

  
	
  Credit card issuing by
  personal credit institutions

  	
   

  	
  H6141

  
	
  Sales financing

  	
   

  	
  H6141

  
	
  Automotive sales finance
  companies

  	
   

  	
  H6141

  
	
  Sales finance companies
  (except automotive)

  	
   

  	
  H6141

  
	
  Consumer lending

  	
   

  	
  H6141

  
	
  Consumer &
  personal finance companies

  	
   

  	
  H6141

  
	
  Other personal credit institutions

  	
   

  	
  H6141

  
	
  Business credit institutions

  	
   

  	
  H615

  
	
  Short-term business
  credit institutions, except agricultural

  	
   

  	
  H6153

  
	
  Other short-term business
  credit institutions

  	
   

  	
  H6153

  
	
  Commercial finance
  companies

  	
   

  	
  H6153

  
	
  Factors

  	
   

  	
  H6153

  
	
  Credit card service by
  business credit institutions

  	
   

  	
  H6153

  
	
  Miscellaneous business
  credit institutions

  	
   

  	
  H6159

  
	
  Financing leases

  	
   

  	
  H6159

  
	
  Farm mortgage companies

  	
   

  	
  H6159

  
	
  International trade
  credit

  	
   

  	
  H6159

  
	
  Secondary market
  financing

  	
   

  	
  H6159

  
	
  All other nondepository
  credit intermediation

  	
   

  	
  H6159

  
	
  Agricultural credit
  (except federally-sponsored)

  	
   

  	
  H6159

  
	
  Other miscellaneous
  business credit institutions

  	
   

  	
  H6159

  
	
  Mortgage bankers and
  brokers

  	
   

  	
  H616

  
	
  Mortgage
  bankers & loan correspondents

  	
   

  	
  H6162

  
	
  Mortgage
  bankers & loan correspondents

  	
   

  	
  H6162

  
	
  Loan servicing

  	
   

  	
  H6162

  
	
  Loan brokers

  	
   

  	
  H6163

  
	
  Mortgage &
  nonmortgage loan brokers

  	
   

  	
  H6163

  
	
  Security and commodity
  brokers, dealers, exchanges, and services

  	
   

  	
  H62

  
	
  Security brokers,
  dealers, and flotation companies

  	
   

  	
  H621

  
	
  Security brokers,
  dealers, & flotation companies

  	
   

  	
  H6211

  
	
  Investment banking &
  securities dealing

  	
   

  	
  H6211

  
	
  Securities brokerage

  	
   

  	
  H6211

  
	
  Traders &
  dealers (except for securities & commodities)

  	
   

  	
  H6211

  
	
  Gas & oil
  lease & royalty brokers

  	
   

  	
  H6211

  
	
  Commodity contracts
  brokers and dealers

  	
   

  	
  H622

  
	
  Commodity contracts
  brokers & dealers

  	
   

  	
  H6221

  
	
  Commodity contracts
  dealing

  	
   

  	
  H6221

  
	
  Commodity contracts
  brokerage

  	
   

  	
  H6221

  
	
  Security and commodity
  exchanges

  	
   

  	
  H623

  
	
  Security &
  commodity exchanges

  	
   

  	
  H6231

  
	
  Securities &
  commodity exchanges

  	
   

  	
  H6231

  
	
  Services allied with the
  exchange of securities or commodities

  	
   

  	
  H628

  
	
  Investment advice

  	
   

  	
  H6282

  
	
  Portfolio management

  	
   

  	
  H6282

  
	
  Investment advice

  	
   

  	
  H6282

  
	
  Serv allied with the
  exchange of securities or commodities, nec

  	
   

  	
  H6289

  
	
  Securities
  custodians & securities transfer agents

  	
   

  	
  H6289

  
	
  Oth services allied with
  the exchange of securities & commodities

  	
   

  	
  H6289

  
	
  Insurance carriers

  	
   

  	
  H63

  
	
  Life insurance

  	
   

  	
  H631

  
	
  Life insurance

  	
   

  	
  H6311

  
	
  Offices of direct life
  insurance carriers

  	
   

  	
  H6311

  
	
  Offices of life
  reinsurance carriers

  	
   

  	
  H6311

  
	
  Accident and health insurance
  and medical service plans

  	
   

  	
  H632

  
	
  Accident & health
  insurance

  	
   

  	
  H6321

  
	
  Offices of direct accident &
  disability income insurance carriers

  	
   

  	
  H6321

  
	
  Offices of direct health
  insurance carriers

  	
   

  	
  H6321

  
	
  Offices of
  accident & health reinsurance carriers

  	
   

  	
  H6321

  
	
  Hospital &
  medical service plans

  	
   

  	
  H6324

  
	
  Offices of
  hospital & medical service plans (direct)

  	
   

  	
  H6324

  
	
  Offices of
  hospital & medical service plans (reinsurance)

  	
   

  	
  H6324

  
	
  Fire, marine, and
  casualty insurance

  	
   

  	
  H633

  
	
  Fire, marine, &
  casualty insurance

  	
   

  	
  H6331

  
	
  Offices of direct fire,
  marine, & casualty insurance carriers

  	
   

  	
  H6331

  
	
  Offices of fire, marine, &
  casualty reinsurance carriers

  	
   

  	
  H6331

  
	
  Surety insurance

  	
   

  	
  H635

  
	
  Surety insurance

  	
   

  	
  H6351

  
	
  Offices of direct surety insurance
  carriers

  	
   

  	
  H6351

  
	
  Offices of surety
  reinsurance carriers

  	
   

  	
  H6351

  
	
  Title insurance

  	
   

  	
  H636

  
	
  Title insurance

  	
   

  	
  H6361

  
	
  Direct title insurance
  carriers

  	
   

  	
  H6361

  
	
  Offices of title
  reinsurance carriers

  	
   

  	
  H6361

  
	
  Pension, health, and welfare
  funds

  	
   

  	
  H637

  
	
  Pension, health, &
  welfare funds

  	
   

  	
  H6371

  
	
  Third party
  administration of pension, health, & welfare funds

  	
   

  	
  H6371

  
	
  Insurance carriers,
  n.e.c.

  	
   

  	
  H639

  
	
  Insurance carriers, nec

  	
   

  	
  H6399

  
	
  All other direct insurance
  carriers

  	
   

  	
  H6399

  
	
  Offices of other
  reinsurance carriers

  	
   

  	
  H6399

  
	
  Insurance agents,
  brokers, and services

  	
   

  	
  H64

  
	
  Insurance agents,
  brokers, and services

  	
   

  	
  H641

  
	
  Insurance agents,
  brokers, & services

  	
   

  	
  H6411

  
	
  Insurance agencies &
  brokerages

  	
   

  	
  H6411

  
	
  Claims adjusting

  	
   

  	
  H6411

  
	
  Third party
  administration of insurance

  	
   

  	
  H6411

  
	
  All other insurance
  related activities

  	
   

  	
  H6411

  
	
  Real estate

  	
   

  	
  H65

  
	
  Real estate operators
  (except developers) and lessors

  	
   

  	
  H651

  
	
  Operators of
  nonresidential buildings

  	
   

  	
  H6512

  
	
  Lessors of nonresidential
  buildings (except miniwarehouses)

  	
   

  	
  H6512

  
	
  Lessors of
  professional & other office buildings

  	
   

  	
  H6512

  
	
  Lessors of
  manufacturing & Industrial buildings

  	
   

  	
  H6512

  
	
  Lessors of shopping
  centers & retail stores

  	
   

  	
  H6512

  



 


16

















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  
	
  DESCRIPTION

  	
   

  	
  CODE

  
	
   

  	
   

  	
   

  
	
  Lessors
  of other nonresidential buildings & facilities

  	
   

  	
  H6512

  
	
  Stadium &
  arena owners

  	
   

  	
  H6512

  
	
  Operators
  of apartment buildings

  	
   

  	
  H6513

  
	
  Lessors
  of apartment buildings

  	
   

  	
  H6513

  
	
  Operators
  of dwellings other than apartment buildings

  	
   

  	
  H6514

  
	
  Lessors
  of dwellings (except apartment buildings)

  	
   

  	
  H6514

  
	
  Operators
  of residential mobile home sites

  	
   

  	
  H6515

  
	
  Lessors
  of manufactured (mobile) home sites

  	
   

  	
  H6515

  
	
  Lessors
  of railroad property

  	
   

  	
  H6517

  
	
  Lessors
  of railroad property

  	
   

  	
  H6517

  
	
  Lessors
  of real property, nec

  	
   

  	
  H6519

  
	
  Lessors
  of other real estate property

  	
   

  	
  H6519

  
	
  Real
  estate agents and managers

  	
   

  	
  H653

  
	
  Real
  estate agents & managers

  	
   

  	
  H6531

  
	
  Offices
  of real estate agents & brokers

  	
   

  	
  H6531

  
	
  Offices
  of residential real estate agents & brokers

  	
   

  	
  H6531

  
	
  Offices
  of nonresidential real estate agents & brokers

  	
   

  	
  H6531

  
	
  Residential
  property managers

  	
   

  	
  H6531

  
	
  Nonresidential
  property managers

  	
   

  	
  H6531

  
	
  Offices
  of real estate appraisers

  	
   

  	
  H6531

  
	
  Other
  activities related to real estate

  	
   

  	
  H6531

  
	
  Cemetery
  management

  	
   

  	
  H6531

  
	
  Condominium
  or coop owners assn (engaged in property mgt)

  	
   

  	
  H6531

  
	
  Title
  abstract offices

  	
   

  	
  H654

  
	
  Title
  abstract offices

  	
   

  	
  H6541

  
	
  Title
  abstract & settlement offices

  	
   

  	
  H6541

  
	
  Land
  subdividers and developers

  	
   

  	
  H655

  
	
  Land
  subdividers & developers, except cemeteries

  	
   

  	
  H6552

  
	
  Land
  subdivision & land development

  	
   

  	
  H6552

  
	
  Cemetery
  subdividers & developers

  	
   

  	
  H6553

  
	
  Cemeteries &
  crematories

  	
   

  	
  H6553

  
	
  Cemetery &
  mausoleum operators

  	
   

  	
  H6553

  
	
  Animal
  cemetery operators

  	
   

  	
  H6553

  
	
  Holding
  and other investment offices, except trusts

  	
   

  	
  H67

  
	
  Holding
  offices

  	
   

  	
  H671

  
	
  Offices
  of bank holding companies

  	
   

  	
  H6712

  
	
  Offices
  of bank holding companies

  	
   

  	
  H6712

  
	
  Offices
  of holding companies, nec

  	
   

  	
  H6719

  
	
  Offices
  of other holding companies

  	
   

  	
  H6719

  
	
  Investment
  offices

  	
   

  	
  H672

  
	
  Trusts

  	
   

  	
  H673

  
	
  Educational,
  religious, & charitable trusts

  	
   

  	
  H6732

  
	
  Grantmaking
  foundations

  	
   

  	
  H6732

  
	
  Trusts,
  except educational, religious, & charitable

  	
   

  	
  H6733

  
	
  Mgt
  of trust investment portfolios (exc ed relig & charitable)

  	
   

  	
  H6733

  
	
  Other
  trust, fiduciary, & custody activities

  	
   

  	
  H6733

  
	
  Miscellaneous
  investing

  	
   

  	
  H679

  
	
  Oil
  royalty traders

  	
   

  	
  H6792

  
	
  Oil
  royalty traders investing on own account

  	
   

  	
  H6792

  
	
  Oil
  royalty companies

  	
   

  	
  H6792

  
	
  Patent
  owners & lessors

  	
   

  	
  H6794

  
	
  Patent
  owners & lessors

  	
   

  	
  H6794

  
	
  Real
  estate investment trusts

  	
   

  	
  H6798

  
	
  Real
  Estate Investment Trusts (REITs)

  	
   

  	
  H6798

  
	
  Real
  Estate Investment Trusts (Equity & Hybrid)

  	
   

  	
  H6798

  
	
  Real
  Estate Investment Trusts (Mortgage)

  	
   

  	
  H6798

  
	
  Investors,
  nec

  	
   

  	
  H6799

  
	
  Commodity
  contract trading company

  	
   

  	
  H6799

  
	
  Miscellaneous
  intermediation

  	
   

  	
  H6799

  
	
  Venture
  capital companies

  	
   

  	
  H6799

  
	
  All
  other investors

  	
   

  	
  H6799

  
	
  Commodity
  contract pool operators

  	
   

  	
  H6799

  
	
  Service Industries

  	
   

  	
  I

  
	
  Hotels,
  rooming houses, camps, and other lodging places

  	
   

  	
  I70

  
	
  Hotels &
  motels

  	
   

  	
  I701

  
	
  Hotels
  (except casino hotels) & motels

  	
   

  	
  I7011

  
	
  Hotels
  (except casino hotels) with 25 guestrooms or more

  	
   

  	
  I7011

  
	
  Hotels
  with less than 25 guestrooms

  	
   

  	
  I7011

  
	
  Motels

  	
   

  	
  I7011

  
	
  Motor
  hotels

  	
   

  	
  I7011

  
	
  Casino
  hotels

  	
   

  	
  I7011

  
	
  Bed &
  breakfast inns

  	
   

  	
  I7011

  
	
  Bed &
  breakfast inns with 25 guestrooms or more

  	
   

  	
  I7011

  
	
  Bed &
  breakfast inns with less than 25 guestrooms

  	
   

  	
  I7011

  
	
  All
  other traveler accommodation

  	
   

  	
  I7011

  
	
  Rooming
  & boarding houses

  	
   

  	
  I702

  
	
  Rooming
  & boarding houses

  	
   

  	
  I7021

  
	
  Camps
  and recreational vehicle parks

  	
   

  	
  I703

  
	
  Sporting
  & recreational camps

  	
   

  	
  I7032

  
	
  Recreational
  & vacation camps (except campgrounds)

  	
   

  	
  I7032

  
	
  Recreational
  vehicle parks & campsites

  	
   

  	
  I7033

  
	
  RV
  (recreational vehicle) parks & campgrounds

  	
   

  	
  I7033

  
	
  Personal
  services

  	
   

  	
  I72

  
	
  Power
  laundries, family & commercial

  	
   

  	
  I721

  
	
  Laundries,
  family & commercial

  	
   

  	
  I7211

  
	
  Garment
  pressing & agents for laundries & drycleaners

  	
   

  	
  I7212

  
	
  Garment
  pressing & agents for laundries

  	
   

  	
  I7212

  
	
  Linen
  supply

  	
   

  	
  I7213

  
	
  Linen
  supply (except diaper service)

  	
   

  	
  I7213

  
	
  Coin-operated
  laundries & drycleaning

  	
   

  	
  I7215

  
	
  Coin-operated
  laundries & drycleaners

  	
   

  	
  I7215

  
	
  Coin-operated
  laundry routes

  	
   

  	
  I7215

  
	
  Coin-operated
  laundries & drycleaning stores

  	
   

  	
  I7215

  
	
  Drycleaning
  plants

  	
   

  	
  I7216

  
	
  Drycleaning
  plants

  	
   

  	
  I7216

  
	
  Carpet &
  upholstery cleaning services

  	
   

  	
  I7217

  
	
  Carpet &
  upholstery cleaning services

  	
   

  	
  I7217

  
	
  Industrial
  launderers

  	
   

  	
  I7218

  
	
  Industrial
  launderers

  	
   

  	
  I7218

  
	
  Other
  laundry, cleaning & garment services

  	
   

  	
  I7219

  
	
  Garment
  repair & alteration services

  	
   

  	
  I7219

  
	
  All
  other laundry & garment services

  	
   

  	
  I7219

  
	
  Diaper
  service

  	
   

  	
  I7219

  
	
  Photographic
  studios, portrait

  	
   

  	
  I722

  
	
  Photographic
  studios, portrait

  	
   

  	
  I7221

  
	
  Beauty
  shops

  	
   

  	
  I723

  
	
  Beauty
  shops

  	
   

  	
  I7231

  
	
  Beauty &
  cosmetology schools

  	
   

  	
  I7231

  
	
  Beauty
  shops

  	
   

  	
  I7231

  
	
  Nail
  salons

  	
   

  	
  I7231

  
	
  Barber
  shops

  	
   

  	
  I724

  
	
  Barber
  shops

  	
   

  	
  I7241

  
	
  Barber
  colleges

  	
   

  	
  I7241

  
	
  Barber
  shops

  	
   

  	
  I7241

  
	
  Shoe
  repair shops & shoeshine parlors

  	
   

  	
  I725

  
	
  Shoe
  repair shops & shoeshine parlors

  	
   

  	
  I7251

  
	
  Funeral
  service & crematories

  	
   

  	
  I726

  
	
  Funeral
  homes & funeral services

  	
   

  	
  I7261

  
	
  Funeral
  homes

  	
   

  	
  I7261

  
	
  Other
  funeral services

  	
   

  	
  I7261

  
	
  Crematories

  	
   

  	
  I7261

  
	
  Miscellaneous
  personal services

  	
   

  	
  I729

  
	
  Tax
  return preparation services

  	
   

  	
  I7291

  
	
  Miscellaneous
  personal services, n.e.c.

  	
   

  	
  I7299

  
	
  Formal
  wear rental

  	
   

  	
  I7299

  
	
  Locker
  rental, except cold storage

  	
   

  	
  I7299

  
	
  Babysitting
  services

  	
   

  	
  I7299

  
	
  Diet &
  weight reducing services

  	
   

  	
  I7299

  
	
  Other
  personal care services

  	
   

  	
  I7299

  
	
  All
  other personal services

  	
   

  	
  I7299

  
	
  Dating
  services

  	
   

  	
  I7299

  
	
  All
  other miscellaneous personal services

  	
   

  	
  I7299

  
	
  Business
  Services

  	
   

  	
  I73

  
	
  Advertising
  Services

  	
   

  	
  I731

  
	
  Advertising
  agencies

  	
   

  	
  I7311

  
	
  Advertising
  agencies

  	
   

  	
  I7311

  
	
  Outdoor
  advertising services

  	
   

  	
  I7312

  
	
  Outdoor
  advertising services

  	
   

  	
  I7312

  
	
  Radio,
  television, and publishers’ advertising representatives

  	
   

  	
  I7313

  
	
  Media
  representatives

  	
   

  	
  I7313

  
	
  Radio &
  television advertising representatives

  	
   

  	
  I7313

  
	
  Publishers’
  advertising representatives

  	
   

  	
  I7313

  
	
  Advertising,
  n.e.c.

  	
   

  	
  I7319

  
	
  Media
  buying services

  	
   

  	
  I7319

  
	
  Display
  advertising (except outdoor)

  	
   

  	
  I7319

  
	
  Advertising
  material distribution services

  	
   

  	
  I7319

  
	
  All
  other advertising

  	
   

  	
  I7319

  
	
  Consumer
  Credit Reporting / Mercantile Services

  	
   

  	
  I732

  
	
  Adjustment &
  collection services

  	
   

  	
  I7322

  
	
  Collection
  agencies

  	
   

  	
  I7322

  
	
  Adjustment
  bureaus

  	
   

  	
  I7322

  
	
  Credit
  reporting services

  	
   

  	
  I7323

  
	
  Credit
  bureaus

  	
   

  	
  I7323

  
	
  Consumer
  credit reporting agencies

  	
   

  	
  I7323

  
	
  Mercantile
  reporting agencies

  	
   

  	
  I7323

  
	
  Mailing,
  Reproduction & Commerical Art Services

  	
   

  	
  I733

  
	
  Direct
  mail advertising services

  	
   

  	
  I7331

  
	
  Database &
  directory publishers (pt)

  	
   

  	
  I7331

  
	
  Direct
  mail advertising

  	
   

  	
  I7331

  
	
  Photocopying &
  duplicating services

  	
   

  	
  I7334

  
	
  Other
  business service centers (including copy shops)

  	
   

  	
  I7334

  
	
  Commercial
  photography

  	
   

  	
  I7335

  
	
  Commercial
  photography (except medical photography)

  	
   

  	
  I7335

  
	
  Commercial
  art & graphic design

  	
   

  	
  I7336

  
	
  Graphic
  design services

  	
   

  	
  I7336

  
	
  Graphic
  design services (except commercial art & medical artists)

  	
   

  	
  I7336

  
	
  Commercial
  art

  	
   

  	
  I7336

  
	
  Secretarial &
  court reporting services

  	
   

  	
  I7338

  
	
  Document
  preparation services

  	
   

  	
  I7338

  
	
  Court
  reporting & stenotype services

  	
   

  	
  I7338

  
	
  Services
  to Dwellings & Other Buildings

  	
   

  	
  I734

  
	
  Disinfecting &
  pest control services

  	
   

  	
  I7341

  
	
  Exterminating &
  pest control services

  	
   

  	
  I7342

  
	
  Disinfecting
  services

  	
   

  	
  I7342

  
	
  Building
  cleaning & maintenance services, n.e.c.

  	
   

  	
  I7349

  
	
  Other
  janitorial services

  	
   

  	
  I7349

  
	
  Miscellaneous
  Equipment Rental & Leasing

  	
   

  	
  I735

  
	
  Medical
  equipment rental & leasing

  	
   

  	
  I7351

  



 


17

















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  
	
  DESCRIPTION

  	
   

  	
  CODE

  
	
   

  	
   

  	
   

  
	
  Home health equipment
  rental

  	
   

  	
  I7352

  
	
  Medical equipment rental &
  leasing (exc home health equipment)

  	
   

  	
  I7352

  
	
  Heavy construction
  equipment rental & leasing

  	
   

  	
  I7353

  
	
  All other heavy
  construction (pt)

  	
   

  	
  I7353

  
	
  Rental & leasing
  of heavy construction equip without operators

  	
   

  	
  I7353

  
	
  Equipment rental &
  leasing, n.e.c.

  	
   

  	
  I7359

  
	
  Consumer electronics &
  appliances rental

  	
   

  	
  I7359

  
	
  Other consumer goods
  rental & leasing

  	
   

  	
  I7359

  
	
  General rental centers

  	
   

  	
  I7359

  
	
  Aircraft rental &
  leasing

  	
   

  	
  I7359

  
	
  Oilfield & well
  drilling equipment rental & leasing

  	
   

  	
  I7359

  
	
  Office machinery rental &
  leasing

  	
   

  	
  I7359

  
	
  Industrial equipment rental &
  leasing

  	
   

  	
  I7359

  
	
  Portable toilet rental

  	
   

  	
  I7359

  
	
  Personnel Supply Services

  	
   

  	
  I736

  
	
  Employment agencies

  	
   

  	
  I7361

  
	
  Executive placement
  services

  	
   

  	
  I7361

  
	
  Employment agencies
  (except executive placement services)

  	
   

  	
  I7361

  
	
  Help supply services

  	
   

  	
  I7363

  
	
  Temporary help services

  	
   

  	
  I7363

  
	
  Employee leasing services

  	
   

  	
  I7363

  
	
  Computer Programming and
  Data Processing

  	
   

  	
  I737

  
	
  Computer programming
  services

  	
   

  	
  I7371

  
	
  Custom computer
  programming services

  	
   

  	
  I7371

  
	
  Software publishers

  	
   

  	
  I7372

  
	
  Software publishers

  	
   

  	
  I7372

  
	
  Computer systems
  Integrators

  	
   

  	
  I7373

  
	
  Computer systems
  integrators

  	
   

  	
  I7373

  
	
  Data processing services

  	
   

  	
  I7374

  
	
  Data processing services

  	
   

  	
  I7374

  
	
  On-line information
  services

  	
   

  	
  I7375

  
	
  On-line information
  services

  	
   

  	
  I7375

  
	
  Computer facilities
  management services

  	
   

  	
  I7376

  
	
  Computer facilities
  management services

  	
   

  	
  I7376

  
	
  Computer rental &
  leasing

  	
   

  	
  I7377

  
	
  Computer rental &
  leasing

  	
   

  	
  I7377

  
	
  Computer maintenance &
  repair

  	
   

  	
  I7378

  
	
  Computer maintenance &
  repair

  	
   

  	
  I7378

  
	
  Computer related
  services, n.e.c.

  	
   

  	
  I7379

  
	
  Software reproducing

  	
   

  	
  I7379

  
	
  Computer systems
  consultants (except systems integrators)

  	
   

  	
  I7379

  
	
  Other computer related
  services

  	
   

  	
  I7379

  
	
  Computer consultants
  (except computer systems consultants)

  	
   

  	
  I7379

  
	
  All other computer
  related services

  	
   

  	
  I7379

  
	
  Miscellaneous Business
  Services

  	
   

  	
  I738

  
	
  Detective, guard, &
  armored car services

  	
   

  	
  I7381

  
	
  Investigation services

  	
   

  	
  I7381

  
	
  Security guards &
  patrol services

  	
   

  	
  I7381

  
	
  Armored car services

  	
   

  	
  I7381

  
	
  Security systems services

  	
   

  	
  I7382

  
	
  Security systems services
  (except locksmiths)

  	
   

  	
  I7382

  
	
  News syndicates

  	
   

  	
  I7383

  
	
  News syndicates

  	
   

  	
  I7383

  
	
  Photofinishing
  laboratories

  	
   

  	
  I7384

  
	
  Photofinishing
  laboratories (except one-hour)

  	
   

  	
  I7384

  
	
  One-hour photofinishing

  	
   

  	
  I7384

  
	
  Business services, n.e.c.

  	
   

  	
  I7389

  
	
  Sound recording studios

  	
   

  	
  I7389

  
	
  Audio taping services

  	
   

  	
  I7389

  
	
  Credit card processing

  	
   

  	
  I7389

  
	
  All other legal services

  	
   

  	
  I7389

  
	
  Drafting services

  	
   

  	
  I7389

  
	
  Building inspection
  services

  	
   

  	
  I7389

  
	
  Map making services

  	
   

  	
  I7389

  
	
  Interior design services

  	
   

  	
  I7389

  
	
  Industrial design
  services

  	
   

  	
  I7389

  
	
  Other specialized design
  services

  	
   

  	
  I7389

  
	
  Other services related to
  advertising

  	
   

  	
  I7389

  
	
  Welcoming services

  	
   

  	
  I7389

  
	
  Sign painting &
  lettering shop

  	
   

  	
  I7389

  
	
  Translation & interpretation
  services

  	
   

  	
  I7389

  
	
  All other professional,
  scientific, & technical services

  	
   

  	
  I7389

  
	
  Telephone answering
  services (except voice mailbox)

  	
   

  	
  I7389

  
	
  Telemarketing bureaus

  	
   

  	
  I7389

  
	
  Private mall centers

  	
   

  	
  I7389

  
	
  Recovery &
  repossession services

  	
   

  	
  I7389

  
	
  All other business
  support services

  	
   

  	
  I7389

  
	
  Convention &
  visitors bureaus

  	
   

  	
  I7389

  
	
  Reservation systems:
  hotels & restaurants

  	
   

  	
  I7389

  
	
  Swimming pool clearing &
  maintenance

  	
   

  	
  I7389

  
	
  Packaging &
  labeling services

  	
   

  	
  I7389

  
	
  Convention &
  trade show organizers

  	
   

  	
  I7389

  
	
  All other support
  services

  	
   

  	
  I7389

  
	
  Trading stamp services

  	
   

  	
  I7389

  
	
  Water softening &
  conditioning services

  	
   

  	
  I7389

  
	
  Other miscellaneous
  support services

  	
   

  	
  I7389

  
	
  Agents & brokers
  for nonperforming artists

  	
   

  	
  I7389

  
	
  Ball bonding

  	
   

  	
  I7389

  
	
  Automotive Rental And
  Leasing, Without Drivers

  	
   

  	
  I751

  
	
  Truck rental services,
  without drivers

  	
   

  	
  I7513

  
	
  Truck, utility trailer, &
  RV rental & leasing

  	
   

  	
  I7513

  
	
  Truck rental

  	
   

  	
  I7513

  
	
  Truck leasing

  	
   

  	
  I7513

  
	
  Passenger car rental

  	
   

  	
  I7514

  
	
  Passenger car rental

  	
   

  	
  I7514

  
	
  Passenger car leasing

  	
   

  	
  I7515

  
	
  Passenger car leasing

  	
   

  	
  I7515

  
	
  Utility trailer &
  recreational vehicle rental

  	
   

  	
  I7519

  
	
  Utility trailer &
  RV (recreational vehicle) rental & leasing

  	
   

  	
  I7519

  
	
  Automobile parking

  	
   

  	
  I752

  
	
  Parking lots &
  garages

  	
   

  	
  I7521

  
	
  Automotive repair shops

  	
   

  	
  I753

  
	
  Top, body, &
  upholstery repair shops & paint shops

  	
   

  	
  I7532

  
	
  Automotive body, paint, &
  interior repair & maintenance

  	
   

  	
  I7532

  
	
  Paint or body repair
  shops

  	
   

  	
  I7532

  
	
  Van conversion services

  	
   

  	
  I7532

  
	
  Upholstery & interior
  repair shops

  	
   

  	
  I7532

  
	
  Automotive exhaust system
  repair shops

  	
   

  	
  I7533

  
	
  Automotive exhaust system
  repair

  	
   

  	
  I7533

  
	
  Tire retreading &
  repair shops

  	
   

  	
  I7534

  
	
  Tire retreading

  	
   

  	
  I7534

  
	
  Tire repair shops

  	
   

  	
  I7534

  
	
  Automotive glass
  replacement shops

  	
   

  	
  I7536

  
	
  Automotive glass
  replacement shops

  	
   

  	
  I7536

  
	
  Automotive transmission
  repair shops

  	
   

  	
  I7537

  
	
  Automotive transmission
  repair

  	
   

  	
  I7537

  
	
  General automotive repair
  shops

  	
   

  	
  I7538

  
	
  General automotive repair

  	
   

  	
  I7538

  
	
  Automotive repair shops,
  n.e.c.

  	
   

  	
  I7539

  
	
  Other automotive
  mechanical & electrical repair & maintenance

  	
   

  	
  I7539

  
	
  Carburetor repair shops

  	
   

  	
  I7539

  
	
  Brake, front end, &
  wheel alignment

  	
   

  	
  I7539

  
	
  Electrical repair shops,
  motor vehicle

  	
   

  	
  I7539

  
	
  Radiator repair

  	
   

  	
  I7539

  
	
  All other motor vehicle
  repair shops

  	
   

  	
  I7539

  
	
  Automotive Services,
  Except Repair

  	
   

  	
  I754

  
	
  Carwashes

  	
   

  	
  I7542

  
	
  Automotive services,
  except repair & carwashes

  	
   

  	
  I7549

  
	
  Motor vehicle towing

  	
   

  	
  I7549

  
	
  Automotive oil change &
  lubrication shops

  	
   

  	
  I7549

  
	
  All other motor vehicle
  services (except repair & carwashes)

  	
   

  	
  I7549

  
	
  Electrical Repair Shops

  	
   

  	
  I762

  
	
  Radio &
  television repair shops

  	
   

  	
  I7622

  
	
  Consumer electronics
  repair & maintenance

  	
   

  	
  I7622

  
	
  Telecommunication
  equipment repair

  	
   

  	
  I7622

  
	
  Refrigeration &
  air-conditioning service & repair shops

  	
   

  	
  I7623

  
	
  Commercial refrigeration
  equipment repair

  	
   

  	
  I7623

  
	
  Refrigeration &
  AC service & repair shops (exc commercial)

  	
   

  	
  I7623

  
	
  Electrical &
  electronic repair shops,

  	
   

  	
  I7629

  
	
  Business &
  office machine repair, electrical

  	
   

  	
  I7629

  
	
  Telephone set repair

  	
   

  	
  I7629

  
	
  Electrical equipment
  repair & maintenance, incl medical equipment

  	
   

  	
  I7629

  
	
  Consumer equip repair
  (exc computer, television, VCR, & stereo)

  	
   

  	
  I7629

  
	
  Electric appliance &
  washing machine repair

  	
   

  	
  I7629

  
	
  Watch, clock, &
  jewelry repair

  	
   

  	
  I763

  
	
  Watch, clock, &
  jewelry repair

  	
   

  	
  I7631

  
	
  Reupholstery &
  furniture repair

  	
   

  	
  I764

  
	
  Reupholstery &
  furniture repair

  	
   

  	
  I7641

  
	
  Miscellaneous Repair
  Shops And Related Services

  	
   

  	
  I769

  
	
  Welding repair

  	
   

  	
  I7692

  
	
  Armature rewinding shops

  	
   

  	
  I7694

  
	
  Motor &
  generator mfg (pt)

  	
   

  	
  I7694

  
	
  Armature rewinding &
  repair shops

  	
   

  	
  I7694

  
	
  Repair shops &
  related services, n.e.c.

  	
   

  	
  I7699

  
	
  Ship scaling

  	
   

  	
  I7699

  
	
  Locksmiths

  	
   

  	
  I7699

  
	
  Other services to
  buildings & dwellings

  	
   

  	
  I7699

  
	
  Furnace, duct, chimney, &
  gutter cleaning

  	
   

  	
  I7699

  
	
  Drain cleaning

  	
   

  	
  I7699

  
	
  Cesspool cleaning, sewer
  cleaning, & rodding

  	
   

  	
  I7699

  
	
  Typewriter repair

  	
   

  	
  I7699

  
	
  Dental/lab Instrument/oth
  precision equip repair (exc typewriter)

  	
   

  	
  I7699

  
	
  Industrial machines &
  equipment repair

  	
   

  	
  I7699

  
	
  Home & garden
  equipment repair & maintenance (exc consumer equip)

  	
   

  	
  I7699

  
	
  Nonelectrical appliances &
  other nonelectronic equipment repair

  	
   

  	
  I7699

  
	
  Leather goods, luggage, &
  pocketbook repair

  	
   

  	
  I7699

  
	
  All other repair &
  related services

  	
   

  	
  I7699

  
	
  Motion Picture Production
  And Allied Services

  	
   

  	
  I781

  
	
  Motion picture &
  video tape production

  	
   

  	
  I7812

  
	
  Motion picture production
  (except for television)

  	
   

  	
  I7812

  
	
  Motion picture &
  video production for television

  	
   

  	
  I7812

  
	
  Services allied to motion
  picture production

  	
   

  	
  I7819

  
	
  Prerecorded CD (except
  software), tape, & record reproducing (pt)

  	
   

  	
  I7819

  
	
  Teleproduction &
  other postproduction services

  	
   

  	
  I7819

  
	
  Services allied to motion
  picture production

  	
   

  	
  I7819

  
	
  Wardrobe rental

  	
   

  	
  I7819

  
	
  Motion picture equipment
  rental

  	
   

  	
  I7819

  
	
  Talent payment services

  	
   

  	
  I7819

  



 


18
















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  DESCRIPTION

  	
   

  	
  SIC

  CODE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Casting bureaus

  	
   

  	
  I7819

  	
   

  
	
  Independent motion
  picture production artists & technicians

  	
   

  	
  I7819

  	
   

  
	
  Motion Picture
  Distribution And Allied Services

  	
   

  	
  I782

  	
   

  
	
  Motion picture &
  video tape distribution

  	
   

  	
  I7822

  	
   

  
	
  Prerecorded video tapes
  whale

  	
   

  	
  I7822

  	
   

  
	
  Motion picture &
  video distribution

  	
   

  	
  I7822

  	
   

  
	
  Motion picture film
  exchanges

  	
   

  	
  I7822

  	
   

  
	
  Film or tape distribution
  for television

  	
   

  	
  I7822

  	
   

  
	
  Services allied to motion
  picture distribution

  	
   

  	
  I7829

  	
   

  
	
  Services allied to film &
  video distribution

  	
   

  	
  I7829

  	
   

  
	
  Motion picture theaters

  	
   

  	
  I783

  	
   

  
	
  Motion picture theaters
  (except drive-ins)

  	
   

  	
  I7832

  	
   

  
	
  Drive-in motion picture
  theaters

  	
   

  	
  I7833

  	
   

  
	
  Drive-in motion picture
  theaters

  	
   

  	
  I7833

  	
   

  
	
  Video tape rental

  	
   

  	
  I784

  	
   

  
	
  Video tape & disk
  rental

  	
   

  	
  I7841

  	
   

  
	
  Amusement and recreation services

  	
   

  	
  I79

  	
   

  
	
  Dance studios, schools,
  and halls

  	
   

  	
  I791

  	
   

  
	
  Dance studios, schools, &
  halls

  	
   

  	
  I7911

  	
   

  
	
  Dance schools (including
  children’s & professionals’)

  	
   

  	
  I7911

  	
   

  
	
  Dance studios &
  halls

  	
   

  	
  I7911

  	
   

  
	
  Theatrical producers
  (except motion picture) bands, orchestras, and entertainers

  	
   

  	
  I792

  	
   

  
	
  Theatrical producers (exc
  movie) & misc theatrical services

  	
   

  	
  I7922

  	
   

  
	
  Producers of taped radio
  programs

  	
   

  	
  I7922

  	
   

  
	
  Theatrical equipment
  rental

  	
   

  	
  I7922

  	
   

  
	
  Casting agencies

  	
   

  	
  I7922

  	
   

  
	
  Theatrical ticket agencies

  	
   

  	
  I7922

  	
   

  
	
  Theater companies & dinner
  theaters

  	
   

  	
  I7922

  	
   

  
	
  Opera companies

  	
   

  	
  I7922

  	
   

  
	
  Theater companies

  	
   

  	
  I7922

  	
   

  
	
  Theater operators

  	
   

  	
  I7922

  	
   

  
	
  Promoters of performing
  arts, sports, & similar events w/o facil

  	
   

  	
  I7922

  	
   

  
	
  Producers of radio &
  TV (except tape producers)

  	
   

  	
  I7922

  	
   

  
	
  Theatrical promoters

  	
   

  	
  I7922

  	
   

  
	
  Theatrical agents

  	
   

  	
  I7922

  	
   

  
	
  Bands, orchestras,
  actors, oth entertainers & entertainment group

  	
   

  	
  I7929

  	
   

  
	
  Dance companies

  	
   

  	
  I7929

  	
   

  
	
  Musical group &
  artists

  	
   

  	
  I7929

  	
   

  
	
  Symphony orchestras &
  chamber music organizations

  	
   

  	
  I7929

  	
   

  
	
  Other music
  groups & artists

  	
   

  	
  I7929

  	
   

  
	
  Other performing arts
  companies (except circuses)

  	
   

  	
  I7929

  	
   

  
	
  Actors & actresses

  	
   

  	
  I7929

  	
   

  
	
  Bowling centers

  	
   

  	
  I793

  	
   

  
	
  Bowling centers

  	
   

  	
  I7933

  	
   

  
	
  Commercial sports

  	
   

  	
  I794

  	
   

  
	
  Professional sports clubs,
  managers, and promoters

  	
   

  	
  I7941

  	
   

  
	
  Sports teams & clubs

  	
   

  	
  I7941

  	
   

  
	
  Football clubs

  	
   

  	
  I7941

  	
   

  
	
  Baseball clubs

  	
   

  	
  I7941

  	
   

  
	
  Other professional sports
  clubs

  	
   

  	
  I7941

  	
   

  
	
  Stadium operators

  	
   

  	
  I7941

  	
   

  
	
  Sports promoters

  	
   

  	
  I7941

  	
   

  
	
  Sports agents

  	
   

  	
  I7941

  	
   

  
	
  Racing, including track
  operation

  	
   

  	
  I7948

  	
   

  
	
  Racetracks

  	
   

  	
  I7948

  	
   

  
	
  Dog racetrack operation

  	
   

  	
  I7948

  	
   

  
	
  Auto racetrack operation

  	
   

  	
  I7948

  	
   

  
	
  Horse racetrack operation

  	
   

  	
  I7948

  	
   

  
	
  Racing (except racetrack
  operation)

  	
   

  	
  I7948

  	
   

  
	
  Miscellaneous amusement
  and recreation services

  	
   

  	
  I799

  	
   

  
	
  Physical fitness facilities

  	
   

  	
  I7991

  	
   

  
	
  Gymnasiums, athletic clubs,
  & physical fitness centers

  	
   

  	
  I7991

  	
   

  
	
  Public golf courses %

  	
   

  	
  I7992

  	
   

  
	
  Public golf courses

  	
   

  	
  I7992

  	
   

  
	
  Coin-operated amusement
  devices

  	
   

  	
  I7993

  	
   

  
	
  Amusement arcades

  	
   

  	
  I7993

  	
   

  
	
  Slot machine operators

  	
   

  	
  I7993

  	
   

  
	
  Coin-operated amusement
  devices (except slot machine operation)

  	
   

  	
  I7993

  	
   

  
	
  Amusement parks

  	
   

  	
  I7996

  	
   

  
	
  Amusement & theme
  parks

  	
   

  	
  I7996

  	
   

  
	
  Waterparks

  	
   

  	
  I7996

  	
   

  
	
  Amusement parks (except
  waterparks)

  	
   

  	
  I7996

  	
   

  
	
  Membership sports &
  recreation clubs

  	
   

  	
  I7997

  	
   

  
	
  Membership golf clubs

  	
   

  	
  I7997

  	
   

  
	
  Membership recreation clubs
  with facilities

  	
   

  	
  I7997

  	
   

  
	
  Membership sports &
  recreation clubs without facilities

  	
   

  	
  I7997

  	
   

  
	
  Amusement &
  recreation services, n.e.c. %

  	
   

  	
  I7999

  	
   

  
	
  Scenic railroads

  	
   

  	
  I7999

  	
   

  
	
  Charter fishing &
  party fishing boats

  	
   

  	
  I7999

  	
   

  
	
  Aerial tramways (scenic
  or sightseeing) & cable lifts

  	
   

  	
  I7999

  	
   

  
	
  Recreational goods rental

  	
   

  	
  I7999

  	
   

  
	
  Sports & recreation
  ticket agencies

  	
   

  	
  I7999

  	
   

  
	
  Sports & recreation
  Instruction

  	
   

  	
  I7999

  	
   

  
	
  Circuses

  	
   

  	
  I7999

  	
   

  
	
  Professional athletes

  	
   

  	
  I7099

  	
   

  
	
  Promoters of performing
  arts, sports, & similar events w/o facil

  	
   

  	
  I7999

  	
   

  
	
  Carnivals (except
  traveling carnival companies)

  	
   

  	
  I7999

  	
   

  
	
  Fairs (state, county,
  etc.)

  	
   

  	
  I7999

  	
   

  
	
  Caverns & miscellaneous
  commercial parks

  	
   

  	
  I7999

  	
   

  
	
  Casinos (except casino
  hotels)

  	
   

  	
  I7999

  	
   

  
	
  Lottery, bingo, bookie, &
  other betting operation

  	
   

  	
  I7999

  	
   

  
	
  Skiing facilities

  	
   

  	
  I7999

  	
   

  
	
  Fitness &
  recreational sports centers

  	
   

  	
  I7999

  	
   

  
	
  Nonmembership recreation
  facilities

  	
   

  	
  I7999

  	
   

  
	
  Ice skating rinks

  	
   

  	
  I7999

  	
   

  
	
  Roller skating rinks

  	
   

  	
  I7999

  	
   

  
	
  All other amusement &
  recreation Industries

  	
   

  	
  I7999

  	
   

  
	
  Concession operators of amusement
  devices & rides

  	
   

  	
  I7999

  	
   

  
	
  Miniature golf courses

  	
   

  	
  I7999

  	
   

  
	
  All other miscellaneous
  amusement & recreation services

  	
   

  	
  I7999

  	
   

  
	
  Health services

  	
   

  	
  I80

  	
   

  
	
  Offices and clinics of
  doctors of medicine

  	
   

  	
  I801

  	
   

  
	
  Offices & clinics of
  doctors of medicine

  	
   

  	
  I8011

  	
   

  
	
  Offices of doctors of
  medicine (except mental health specialists)

  	
   

  	
  I8011

  	
   

  
	
  Offices of doctors of
  medicine, mental health specialists

  	
   

  	
  I8011

  	
   

  
	
  HMO medical centers

  	
   

  	
  I8011

  	
   

  
	
  Freestanding ambulatory
  surgical & emergency centers

  	
   

  	
  I8011

  	
   

  
	
  Offices and clinics of dentists

  	
   

  	
  I802

  	
   

  
	
  Offices & clinics of
  dentists

  	
   

  	
  I8021

  	
   

  
	
  Offices of dentists

  	
   

  	
  I8021

  	
   

  
	
  Offices & clinics of
  doctors of osteopathy

  	
   

  	
  I803

  	
   

  
	
  Offices of doctors of
  osteopathy (exc mental health specialists)

  	
   

  	
  I8031

  	
   

  
	
  Offices of doctors of
  osteopathy, mental health specialists

  	
   

  	
  I8031

  	
   

  
	
  Offices And Clinics Of
  Other Health Practitioners

  	
   

  	
  I804

  	
   

  
	
  Offices of chiropractors

  	
   

  	
  I8041

  	
   

  
	
  Offices & clinics of
  optometrists

  	
   

  	
  I8042

  	
   

  
	
  Offices of optometrists

  	
   

  	
  I8042

  	
   

  
	
  Offices & clinics of
  podiatrists

  	
   

  	
  I8043

  	
   

  
	
  Offices of podiatrists

  	
   

  	
  I8043

  	
   

  
	
  Offices & clinics of
  health practitioners, n.e.c.

  	
   

  	
  I8049

  	
   

  
	
  Offices of mental health
  practitioners (except physicians)

  	
   

  	
  I8049

  	
   

  
	
  Offices of physical,
  occup, & speech therapists & audiologists

  	
   

  	
  I8049

  	
   

  
	
  Speech therapists &
  audiologists

  	
   

  	
  I8049

  	
   

  
	
  Physical & occupational
  therapists

  	
   

  	
  I8049

  	
   

  
	
  Offices of all other
  miscellaneous health practitioners

  	
   

  	
  I8049

  	
   

  
	
  Nursing and personal care
  facilities

  	
   

  	
  I805

  	
   

  
	
  Skilled Nursing Care
  Facilities

  	
   

  	
  I8051

  	
   

  
	
  Intermediate Care Facilities

  	
   

  	
  I8052

  	
   

  
	
  Nursing and Personal Care
  Facilities, Not Elsewhere Classified

  	
   

  	
  I8053

  	
   

  
	
  Hospitals

  	
   

  	
  I806

  	
   

  
	
  General medical &
  surgical hospitals

  	
   

  	
  I8062

  	
   

  
	
  General medical &
  surgical hospitals (except government)

  	
   

  	
  I8062

  	
   

  
	
  Psychiatric hospitals

  	
   

  	
  I8063

  	
   

  
	
  Psychiatric hospitals
  (except government)

  	
   

  	
  I8063

  	
   

  
	
  Specialty hospitals,
  except psychiatric

  	
   

  	
  I8069

  	
   

  
	
  Children’s hospitals (except
  government)

  	
   

  	
  I8069

  	
   

  
	
  Substance abuse hospitals
  (except government)

  	
   

  	
  I8069

  	
   

  
	
  Specialty (exc
  psychiatric & abuse, except government) hospitals

  	
   

  	
  I8069

  	
   

  
	
  Medical & Dental
  laboratories

  	
   

  	
  I807

  	
   

  
	
  Medical laboratories

  	
   

  	
  I8071

  	
   

  
	
  Diagnostic imaging centers

  	
   

  	
  I8071

  	
   

  
	
  Dental laboratories

  	
   

  	
  I8072

  	
   

  
	
  Dental laboratories

  	
   

  	
  I8072

  	
   

  
	
  Home health care services

  	
   

  	
  I808

  	
   

  
	
  Home health care services

  	
   

  	
  I8082

  	
   

  
	
  Home health care services

  	
   

  	
  I8082

  	
   

  
	
  Miscellaneous health and
  allied services, not elsewhere classified

  	
   

  	
  I809

  	
   

  
	
  Kidney dialysis centers

  	
   

  	
  I8092

  	
   

  
	
  Kidney dialysis centers

  	
   

  	
  I8092

  	
   

  
	
  Specialty outpatient facilities,
  n.e.c.

  	
   

  	
  I8093

  	
   

  
	
  Family planning centers
  (except childbirth preparation)

  	
   

  	
  I8093

  	
   

  
	
  Outpatient mental health &
  substance abuse centers

  	
   

  	
  I8093

  	
   

  
	
  All other outpatient care
  centers

  	
   

  	
  I8093

  	
   

  
	
  Health & allied
  services, n.e.c. %

  	
   

  	
  I8099

  	
   

  
	
  Medical artists

  	
   

  	
  I8099

  	
   

  
	
  Medical photography

  	
   

  	
  I8099

  	
   

  
	
  Childbirth preparation
  classes

  	
   

  	
  I8099

  	
   

  
	
  Blood & organ banks

  	
   

  	
  I8099

  	
   

  
	
  All other miscellaneous
  ambulatory health care services

  	
   

  	
  I8099

  	
   

  
	
  Legal services

  	
   

  	
  I81

  	
   

  
	
  Legal services

  	
   

  	
  I811

  	
   

  
	
  Legal services

  	
   

  	
  I8111

  	
   

  
	
  Offices of lawyers
  (except legal aid societies)

  	
   

  	
  I8111

  	
   

  
	
  Educational services

  	
   

  	
  I82

  	
   

  
	
  Elementary &
  Secondary Schools

  	
   

  	
  I821

  	
   

  
	
  Elementary &
  Secondary Schools

  	
   

  	
  I8211

  	
   

  
	
  Colleges, Universities,
  Professional Schools

  	
   

  	
  I822

  	
   

  
	
  Collages, Universities,
  Professional Schools

  	
   

  	
  I8221

  	
   

  
	
  Junior Colleges and
  Technical Institutes

  	
   

  	
  I8222

  	
   

  
	
  Libraries

  	
   

  	
  I823

  	
   

  
	
  Libraries

  	
   

  	
  I8231

  	
   

  
	
  Libraries & archives

  	
   

  	
  I8231

  	
   

  
	
  Vocational schools

  	
   

  	
  I824

  	
   

  
	
  Data processing schools

  	
   

  	
  I8243

  	
   

  
	
  Computer training

  	
   

  	
  I8243

  	
   

  
	
  Computer repair training

  	
   

  	
  I8243

  	
   

  
	
  Business &
  secretarial schools

  	
   

  	
  I8244

  	
   

  
	
  Business &
  secretarial schools

  	
   

  	
  I8244

  	
   

  



 


19

















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  	
   

  
	
  DESCRIPTION

  	
   

  	
  CODE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vocational schools,
  n.e.c.

  	
   

  	
  I8249

  	
   

  
	
  Aviation schools (except
  flying Instruction)

  	
   

  	
  I8249

  	
   

  
	
  Apprenticeship training

  	
   

  	
  I8249

  	
   

  
	
  Other trade &
  technical schools

  	
   

  	
  I8249

  	
   

  
	
  Other tech & trade schools
  (exc computer repair & truck driving)

  	
   

  	
  I8249

  	
   

  
	
  Truck driving schools

  	
   

  	
  I8249

  	
   

  
	
  Schools and educational
  services, not elsewhere classified

  	
   

  	
  I829

  	
   

  
	
  Schools &
  educational services, n.e.c.

  	
   

  	
  I8299

  	
   

  
	
  Professional & management
  development training

  	
   

  	
  I8299

  	
   

  
	
  Flying instruction

  	
   

  	
  I8299

  	
   

  
	
  Art, drama, & music schools

  	
   

  	
  I8299

  	
   

  
	
  Language schools

  	
   

  	
  I8299

  	
   

  
	
  Exam preparation & tutoring

  	
   

  	
  I8299

  	
   

  
	
  Automobile driving schools

  	
   

  	
  I8299

  	
   

  
	
  All other miscellaneous schools &
  instruction

  	
   

  	
  I8299

  	
   

  
	
  Educational support serv (exc test development &
  evaluation serv)

  	
   

  	
  I8299

  	
   

  
	
  Social services

  	
   

  	
  I83

  	
   

  
	
  Individual and family
  social services

  	
   

  	
  I832

  	
   

  
	
  Individual &
  family social services

  	
   

  	
  I8322

  	
   

  
	
  Child & youth
  services (exc scouting & related youth devop org)

  	
   

  	
  I8322

  	
   

  
	
  Services for the
  elderly & persons with disabilities

  	
   

  	
  I8322

  	
   

  
	
  Other
  Individual & family services

  	
   

  	
  I8322

  	
   

  
	
  Community food services

  	
   

  	
  I8322

  	
   

  
	
  Temporary shelters

  	
   

  	
  I8322

  	
   

  
	
  Other community housing
  services

  	
   

  	
  I8322

  	
   

  
	
  Emergency &
  other relief services

  	
   

  	
  I8322

  	
   

  
	
  Job training and
  vocational rehabilitation services

  	
   

  	
  I833

  	
   

  
	
  Job training &
  vocational rehabilitation services

  	
   

  	
  I8331

  	
   

  
	
  Vocational rehabilitation
  services

  	
   

  	
  I8331

  	
   

  
	
  Child daycare services

  	
   

  	
  I835

  	
   

  
	
  Child daycare services

  	
   

  	
  I8351

  	
   

  
	
  Child day care services
  (except babysitting services)

  	
   

  	
  I8351

  	
   

  
	
  Residential care

  	
   

  	
  I836

  	
   

  
	
  Residential care

  	
   

  	
  I8361

  	
   

  
	
  Residential mental
  health & substance abuse facilities

  	
   

  	
  I8361

  	
   

  
	
  Homes for the elderly

  	
   

  	
  I8361

  	
   

  
	
  Other residential care
  facilities

  	
   

  	
  I8361

  	
   

  
	
  Social services, not
  elsewhere classified

  	
   

  	
  I839

  	
   

  
	
  Social services, not
  elsewhere classified

  	
   

  	
  I8399

  	
   

  
	
  Museums, art galleries,
  and botanical and zoological gardens

  	
   

  	
  I84

  	
   

  
	
  Museums and art galleries

  	
   

  	
  I841

  	
   

  
	
  Museums & art
  galleries

  	
   

  	
  I8412

  	
   

  
	
  Museums

  	
   

  	
  I8412

  	
   

  
	
  Historical sites

  	
   

  	
  I8412

  	
   

  
	
  Arboreta and botanical or
  zoological gardens

  	
   

  	
  I842

  	
   

  
	
  Arboreta & botanical
  or zoological gardens

  	
   

  	
  I8422

  	
   

  
	
  Zoos & botanical
  gardens

  	
   

  	
  I8422

  	
   

  
	
  Nature parks &
  reserves

  	
   

  	
  I8422

  	
   

  
	
  Membership organizations

  	
   

  	
  I86

  	
   

  
	
  Business Associations

  	
   

  	
  I861

  	
   

  
	
  Business Associations

  	
   

  	
  I8611

  	
   

  
	
  Professional Membership
  Organizations

  	
   

  	
  I862

  	
   

  
	
  Professional Membership
  Organizations

  	
   

  	
  I8621

  	
   

  
	
  Labor Unions And Similar
  Labor Organizations

  	
   

  	
  I863

  	
   

  
	
  Labor Unions And Similar
  Labor Organizations

  	
   

  	
  I8631

  	
   

  
	
  Civic, Social, And
  Fraternal Associations

  	
   

  	
  I864

  	
   

  
	
  Civic, Social, And
  Fraternal Associations

  	
   

  	
  I8641

  	
   

  
	
  Political Organizations

  	
   

  	
  I865

  	
   

  
	
  Political Organizations

  	
   

  	
  I8651

  	
   

  
	
  Religious Organizations

  	
   

  	
  I866

  	
   

  
	
  Religious Organizations

  	
   

  	
  I8661

  	
   

  
	
  Membership organizations,
  not elsewhere classified

  	
   

  	
  I869

  	
   

  
	
  Membership organizations,
  n.e.c.

  	
   

  	
  I8699

  	
   

  
	
  Automobile clubs

  	
   

  	
  I8699

  	
   

  
	
  Engineering, accounting,
  research, management, and related services

  	
   

  	
  I87

  	
   

  
	
  Engineering,
  Architectural, Surveying Service

  	
   

  	
  I871

  	
   

  
	
  Engineering services

  	
   

  	
  I8711

  	
   

  
	
  Architectural services

  	
   

  	
  I8712

  	
   

  
	
  Architectural services

  	
   

  	
  I8712

  	
   

  
	
  Surveying services

  	
   

  	
  I8713

  	
   

  
	
  Geophysical surveying
  & mapping, services (pt)

  	
   

  	
  I8713

  	
   

  
	
  Surveying services

  	
   

  	
  I8713

  	
   

  
	
  Accounting, auditing,
  & bookkeeping services

  	
   

  	
  I872

  	
   

  
	
  Offices of certified
  public accountants

  	
   

  	
  I8721

  	
   

  
	
  Payroll services (except
  talent payment services)

  	
   

  	
  I8721

  	
   

  
	
  Other accounting services

  	
   

  	
  I8721

  	
   

  
	
  Research, development,
  and testing services (except noncommercial research organiz

  	
   

  	
  I873

  	
   

  
	
  Commercial
  physical & biological research

  	
   

  	
  I8731

  	
   

  
	
  R&D in the physical,
  engineering, & life sciences

  	
   

  	
  I8731

  	
   

  
	
  Commercial R&D in the
  physical & engineering sciences

  	
   

  	
  I8731

  	
   

  
	
  Commercial R&D in the
  life sciences

  	
   

  	
  I8731

  	
   

  
	
  Commercial economic,
  sociological, & educational research

  	
   

  	
  I8732

  	
   

  
	
  Commercial R&D in the
  social sciences & humanities

  	
   

  	
  I8732

  	
   

  
	
  Marketing
  research & public opinion polling

  	
   

  	
  I8732

  	
   

  
	
  Testing laboratories

  	
   

  	
  I8734

  	
   

  
	
  Testing laboratories

  	
   

  	
  I8734

  	
   

  
	
  Management and public
  relations services

  	
   

  	
  I874

  	
   

  
	
  Management services

  	
   

  	
  I8741

  	
   

  
	
  Single-family housing
  construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Multifamily housing
  construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Mfg & Industrial
  building construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Commercial &
  Institutional building construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Highway & street
  construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Bridge & tunnel
  construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Water, sewer, &
  pipeline construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Power &
  communication transmission line construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Industrial nonbuilding
  structure construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  All other heavy
  construction (pt)

  	
   

  	
  I8741

  	
   

  
	
  Office administrative
  services

  	
   

  	
  I8741

  	
   

  
	
  Management consulting
  services

  	
   

  	
  I8742

  	
   

  
	
  Administrative management &
  general management consulting service

  	
   

  	
  I8742

  	
   

  
	
  Human
  resources & personnel management consulting

  	
   

  	
  I8742

  	
   

  
	
  Marketing consulting
  services

  	
   

  	
  I8742

  	
   

  
	
  Process, physical
  distribution, & logistics consulting services

  	
   

  	
  I8742

  	
   

  
	
  Public relations services

  	
   

  	
  I8743

  	
   

  
	
  Public relations agencies

  	
   

  	
  I8743

  	
   

  
	
  Facilities support
  management services

  	
   

  	
  I8744

  	
   

  
	
  Facilities support
  services

  	
   

  	
  I8744

  	
   

  
	
  Business consulting
  services, n.e.c.

  	
   

  	
  I8748

  	
   

  
	
  All other management
  consulting services

  	
   

  	
  I8748

  	
   

  
	
  Economic and related
  consulting services

  	
   

  	
  I8748

  	
   

  
	
  Economic or Industrial
  planning or development organization

  	
   

  	
  I8748

  	
   

  
	
  Educational test
  development & evaluation services

  	
   

  	
  I8748

  	
   

  
	
  Private Households

  	
   

  	
  I88

  	
   

  
	
  Private Households

  	
   

  	
  I881

  	
   

  
	
  Private Households

  	
   

  	
  I8811

  	
   

  
	
  Miscellaneous Services,
  Not Classified Elsewhere

  	
   

  	
  I899

  	
   

  
	
  Record production

  	
   

  	
  I8999

  	
   

  
	
  Integrated record production/distribution

  	
   

  	
  I8999

  	
   

  
	
  Music publishing (except sheet
  music & music book publishing)

  	
   

  	
  I8999

  	
   

  
	
  All other Information services

  	
   

  	
  I8999

  	
   

  
	
  Actuarial consulting

  	
   

  	
  I8999

  	
   

  
	
  Environmental consulting services

  	
   

  	
  I8999

  	
   

  
	
  Scientific & related cons serv (exc
  environmental & actuarial)

  	
   

  	
  I8999

  	
   

  
	
  Authors, composers, & other
  arts-related services

  	
   

  	
  I8999

  	
   

  
	
  Public Administration

  	
   

  	
  J

  	
   

  
	
  Executive, Legislative,
  and General Government except Finance

  	
   

  	
  J91

  	
   

  
	
  Executive, Offices

  	
   

  	
  J911

  	
   

  
	
  Executive Offices

  	
   

  	
  J9111

  	
   

  
	
  Legislative Bodies

  	
   

  	
  J912

  	
   

  
	
  Legislative Bodies

  	
   

  	
  J9121

  	
   

  
	
  Executive and Legislative
  Bodies Combined

  	
   

  	
  J913

  	
   

  
	
  Executive and Legislative
  Bodies Combined

  	
   

  	
  J9131

  	
   

  
	
  General Gov’t - Not
  Elsewhere Classified

  	
   

  	
  J919

  	
   

  
	
  General Gov’t - Not
  Elsewhere Classified

  	
   

  	
  J9199

  	
   

  
	
  Justice, Public Order and
  Safety

  	
   

  	
  J92

  	
   

  
	
  Courts

  	
   

  	
  J921

  	
   

  
	
  Courts

  	
   

  	
  J9211

  	
   

  
	
  Public Order and Safety

  	
   

  	
  J922

  	
   

  
	
  Police Protection

  	
   

  	
  J9221

  	
   

  
	
  Legal Counsel and
  Prosecution

  	
   

  	
  J9222

  	
   

  
	
  Correctional Institutions

  	
   

  	
  J9223

  	
   

  
	
  Fire Protection

  	
   

  	
  J9224

  	
   

  
	
  Public Order and Safety -
  Not Elsewhere Classified

  	
   

  	
  J9229

  	
   

  
	
  Public Finance, Taxation,
  Monetary Policy

  	
   

  	
  J93

  	
   

  
	
  Public Finance, Taxation,
  And Monetary Policy

  	
   

  	
  J931

  	
   

  
	
  Public Finance, Taxation,
  And Monetary Policy

  	
   

  	
  J9311

  	
   

  
	
  Administration of Human
  Resource Programs

  	
   

  	
  J94

  	
   

  
	
  Administration Of
  Educational Programs

  	
   

  	
  J941

  	
   

  
	
  Administration Of
  Educational Programs

  	
   

  	
  J9411

  	
   

  
	
  Administration Of Public
  Health Programs

  	
   

  	
  J943

  	
   

  
	
  Administration Of Public
  Health Programs

  	
   

  	
  J9431

  	
   

  
	
  Administration Of Social,
  Human Resource

  	
   

  	
  J944

  	
   

  
	
  Administration Of Social,
  Human Resource

  	
   

  	
  J9441

  	
   

  
	
  Administration Of
  Veteran’s Affairs except Health Insurance

  	
   

  	
  J945

  	
   

  
	
  Administration Of
  Veteran’s Affairs except Health Insurance

  	
   

  	
  J9451

  	
   

  
	
  Administration of
  Environmental Quality and Housing Programs

  	
   

  	
  J95

  	
   

  
	
  Administration Of
  Environmental Quality

  	
   

  	
  J951

  	
   

  
	
  Air and Water Resource
  and Solid Waste Management

  	
   

  	
  J9511

  	
   

  
	
  Land, Mineral, Wildlife,
  and Forest Conservation

  	
   

  	
  J9512

  	
   

  
	
  Administration Of Housing
  And Urban Programs

  	
   

  	
  J953

  	
   

  
	
  Administration of Housing
  Programs

  	
   

  	
  J9531

  	
   

  
	
  Administration of Urban
  Planning and Community and Rural Development

  	
   

  	
  J9532

  	
   

  
	
  Administration of
  Economic Programs

  	
   

  	
  J96

  	
   

  
	
  Administration Of General
  Economic Programs

  	
   

  	
  J961

  	
   

  
	
  Administration Of General
  Economic Programs

  	
   

  	
  J9611

  	
   

  
	
  Regulation And
  Administration Of Transportation

  	
   

  	
  J962

  	
   

  
	
  Regulation And
  Administration Of Transportation

  	
   

  	
  J9621

  	
   

  
	
  Regulation and
  Administration of Communications, Electric, Gas, and Other Utilities

  	
   

  	
  J963

  	
   

  
	
  Regulation and
  Administration of Communications, Electric, Gas, and Other Utilities

  	
   

  	
  J9631

  	
   

  
	
  Regulation of
  Agricultural Marketing and Commodities

  	
   

  	
  J964

  	
   

  
	
  Regulation of
  Agricultural Marketing and Commodities

  	
   

  	
  J9641

  	
   

  
	
  Regulation, Licensing,
  and Inspection of Miscellaneous Commercial Sectors

  	
   

  	
  J965

  	
   

  
	
  Regulation, Licensing,
  and Inspection of Miscellaneous Commercial Sectors

  	
   

  	
  J9651

  	
   

  
	
  Space Research And
  Technology

  	
   

  	
  J966

  	
   

  
	
  Space Research And
  Technology

  	
   

  	
  J9661

  	
   

  
	
  National Security and
  International Affairs

  	
   

  	
  J97

  	
   

  
	
  National Security

  	
   

  	
  J971

  	
   

  



 


20

















 


Schedule V -
SIC Codes


 


	
  CATEGORY

  	
   

  	
  SIC

  	
   

  
	
  DESCRIPTION

  	
   

  	
  CODE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  National Security

  	
   

  	
  J9711

  	
   

  
	
  International Affairs

  	
   

  	
  J972

  	
   

  
	
  International Affairs

  	
   

  	
  J9721

  	
   

  
	
  Non-Classifiable
  Establishments

  	
   

  	
  J99

  	
   

  
	
  Nonclassifiable
  Establishments

  	
   

  	
  J999

  	
   

  
	
  Nonclassifiable
  Establishments

  	
   

  	
  J9999

  	
   

  



 


21
















 


SCHEDULE VI


To Second Amended and Restated


Revolving Credit Agreement


 


APPROVED LOCKBOX ACCOUNTS


 


*****


ABA:
*****


Account
Number: *****


 


VI-1
















 


SCHEDULE VII

To Second Amended and Restated

Revolving Credit Agreement


 


APPROVED
SELLERS AND PURCHASE AND SALE AGREEMENTS


 


Approved Sellers


 


Fair Finance Company


 


Efinancingsolutions (EFS)


 


Combined Acceptance
Corporation (CAC) a/k/a Surgeryloans.com


 


Fair Finance, LLC


 


FCC Finance, LLC


 


Highlands Premier Acceptance
Corporation


 


“Approved Purchase and Sale
Agreements” include any “purchase and sale agreement” (or the like) among
Summit Consumer Receivables Fund, L.P., as “purchaser,” any of the entities listed
on this schedule as Approved Sellers, as “seller,” and any other parties
thereto.


 


VII-1

















 


SCHEDULE VIII

To Second Amended and Restated

Revolving Credit Agreement


 


APPROVED
ASSET/PRODUCT CLASSES


 


Appliances


 


Elective Cosmetic Surgery &
Dentistry


 


Furs sold Retail


 


Jewelry


 


Residential Alarm Systems
(not the monitoring)


 


Orthopedic Beds


 


Mobility Scooters


 


Furniture


 


Heating and Air Conditioning


 


Home Entertainment Systems


 


Above Ground Pools and Spas


 


Tanning Beds


 


Water Conditioning Systems


 


Piano and Organ Retailers


 


Home Improvement: Garage
Doors, Siding, Windows, Patio Enclosures, HVAC, Carpet and Flooring, and other
home improvement products/services


 


Cemetery Burial Plots and At
Need Funeral (headstones, urns and caskets)


 


VIII-1

















 


SCHEDULE IX

To Second Amended and Restated

Revolving Credit Agreement


 


APPROVED
SUB-SERVICERS


 


Fair Finance Company


 


Duvera Financial


 


Lyon Financial Services, Inc.


 


FCC Finance, LLC


 


IX-1