**Exhibit 99.2 
SECOND AMENDED AND RESTATED

RECEIVABLES SALE AGREEMENT

DATED AS OF JUNE 25, 2009.

AMONG

IPL FUNDING CORPORATION,

AS THE SELLER,

INDIANAPOLIS POWER & LIGHT COMPANY,

AS THE COLLECTION AGENT

THE ROYAL BANK OF SCOTLAND PLC,

AS THE AGENT,

THE LIQUIDITY PROVIDERS

FROM TIME TO TIME PARTY HERETO,

AND

WINDMILL FUNDING CORPORATION
 
**TABLE OF CONTENTS**
Section                                                                        					Heading                					                    					                    					                    					Page 
ARTICLE I     PURCHASES FROM SELLER AND SETTLEMENTS........................................................................1
Section 1.1.      Sales...............................................................................................................................................1
Section 1.2.      Interim Liquidations.....................................................................................................................3
Section 1.3.      Selection of Discount Rates and Tranche Periods..................................................................3
Section 1.4.      Fees and Other Costs and Expenses.........................................................................................4
Section 1.5.      Maintenance of Sold Interest; Deemed Collection.................................................................5
Section 1.6.      Reduction in Commitments.........................................................................................................5
Section1.7.     Repurchases.................................................................................................................................5
Section 1.8.      SecurityInterest..........................................................................................................................6
ARTICLE II     SALES TO AND FROM WINDMILL; ALLOCATIONS’.................................................................7
Section 2.1.      Required Purchases fromWindmill...........................................................................................7
Section 2.2.      Purchases byWindmill...............................................................................................................7 
Section 2.3.      Allocations andDistributions...................................................................................................8
ARTICLE III     ADMINISTRATION AND COLLECTIONS......................................................................................9
Section 3.1.      Appointment of CollectionAgent.............................................................................................9
Section 3.2.      Duties of CollectionAgent......................................................................................................10
Section 3.3.     Reports........................................................................................................................................11
Section 3.4.      Post-Office Boxes, Collection Accounts and Lock-BoxArrangements ...........................11
Section 3.5.      EnforcementRights...................................................................................................................12
Section 3.6.      Collection AgentFee.................................................................................................................13
Section 3.7.      Responsibilities of theSeller....................................................................................................13
Section 3.8.      Actions bySeller.......................................................................................................................13
Section 3.9.      Indemnities by the CollectionAgent.....................................................................................13
ARTICLE IV     REPRESENTATIONS AND WARRANTIES..................................................................................15
Section 4.1.      Representations andWarranties.............................................................................................15
Section 4.2.      Representations and Warranties of the Initial CollectionAgent.......................................18
ARTICLE V     COVENANTS........................................................................................................................................18 
Section 5.1.      Covenants of theSeller.............................................................................................................18
ARTICLE VI     INDEMNIFICATION..........................................................................................................................26
Section 6.1.      Indemnities by theSeller..........................................................................................................26
Section 6.2.      Increased Cost and ReducedReturn......................................................................................28
Section 6.3.      Other Costs andExpenses.......................................................................................................28
Section 6.4.      WithholdingTaxes....................................................................................................................29
Section 6.5.      Payments andAllocations.......................................................................................................29
ARTICLE VII    CONDITIONS PRECEDENT..............................................................................................................29
Section 7.1.      Conditions toClosing...............................................................................................................29
Section 7.2.      Conditions to EachPurchase..................................................................................................30
ARTICLE VIII    THE AGENT.......................................................................................................................................31
Section 8.1.     Appointment andAuthorization..............................................................................................31
Section 8.2.     Delegation ofDuties..................................................................................................................31
Section 8.3.     ExculpatoryProvisions..............................................................................................................31
Section 8.4.     Reliance byAgent......................................................................................................................31
Section 8.5.     AssumedPayments....................................................................................................................32
Section 8.6.     Notice of TerminationEvents...................................................................................................32
Section 8.7.     Non-Reliance on Agent and OtherPurchasers......................................................................32
Section 8.8.     Agent andAffiliates...................................................................................................................33
Section 8.9.    Indemnification............................................................................................................................33
Section 8.10.    Successor Agent........................................................................................................................33
ARTICLE IX     MISCELLANEOUS.............................................................................................................................33
Section 9.1.    Termination..................................................................................................................................33
Section 9.2.    Notices.........................................................................................................................................34
Section 9.3.     Payments andComputations....................................................................................................34
Section 9.4.     Sharing ofRecoveries................................................................................................................34
Section 9.5.     Right ofSetoff.............................................................................................................................35
Section 9.6.    Amendments...............................................................................................................................35
Section 9.7.    Waivers........................................................................................................................................35
Section 9.8.     Successors and Assigns; Participations;Assignments......................................................36
Section 9.9.     Intended TaxCharacterization.................................................................................................37
Section 9.10.     Waiver ofConfidentiality.......................................................................................................37
Section 9.11.     Confidentiality ofAgreement................................................................................................38
Section 9.12.     Agreement Not toPetition......................................................................................................38
Section 9.13.     ExcessFunds............................................................................................................................38
Section 9.14.     NoRecourse.............................................................................................................................38
Section 9.15.     Limitation ofLiability...............................................................................................................38
Section 9.16.     Headings;Counterparts..........................................................................................................39
Section 9.17.     Cumulative Rights andSeverability......................................................................................39
Section 9.18.     Governing Law; Submission toJurisdiction........................................................................39
Section 9.19.     Waiver of Trial byJury...........................................................................................................39
Section 9.20.     EntireAgreement.....................................................................................................................39
Section 9.21.     OriginalAgreement.................................................................................................................39 
**SCHEDULES           DESCRIPTION**
Schedule I              Definitions
Schedule II             Liquidity Providers and Commitments of LiquidityProviders
Schedule III            Pending Litigation 
**EXHIBITS                DESCRIPTION**
Exhibit A                Form of Incremental Purchase Request
Exhibit B                Form of Notification of Assignment from the LiquidityProviders to Windmill
Exhibit C-1             Form of Periodic Report
Exhibit C-2             Form of Weekly Report
Exhibit C-3             Form of Daily Report
Exhibit D                Addresses and Names of Seller and Originator
Exhibit E                 Subsidiaries
Exhibit F                 Form of Lock-Box Letter
Exhibit G                Form of Compliance Certificate
Exhibit H                Credit and Collection Policy
Exhibit I                  Form of Postal Direction Letter
Exhibit J                 Form of Postal Power of Attorney
Exhibit K                List of Post-Office Boxes 
 
**SECOND AMENDED AND RESTATED**
**RECEIVABLES SALE AGREEMENT**
SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of June 25,2009, among the liquidity providers party hereto (the *“Liquidity Providers”*),Windmill Funding Corporation, a Delaware corporation (*“Windmill”*), The RoyalBank of Scotland plc, as agent for the Purchasers (the*“Agent”*), IPL FundingCorporation, an Indiana corporation (the *“Seller”*) and Indianapolis Power &Light Company, an Indiana corporation (the *“Collection Agent”*).  Certaincapitalized terms used herein, and certain rules of construction, are defined inSchedule I.  The sole initial Liquidity Provider and the Commitments of allLiquidity Providers are listed on Schedule II. 
**PRELIMINARY STATEMENT**
The Seller, Agent, Windmill and certain liquidity providers are parties to anAmended and Restated Receivables Sale Agreement, dated as of July 20, 2004 (the*“Original Receivables Sale Agreement”*); 
Subject to and upon the terms and conditions set forth herein, the partiesdesire to remove the Enhancer and to amend and restate the Original ReceivablesSale Agreement in the form of this Agreement.  This Agreement amends andreplaces in its entirety the Original Receivables Sale Agreement and, from andafter the date hereof, all references made to the Original Receivables SaleAgreement in any Transaction Document or in any other instrument or documentshall, without more, be deemed to refer to this Agreement; 
Now, therefore, in consideration of the mutual agreements contained herein andthe other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereby agree as follows: 
**ARTICLE I**
**PURCHASES FROM SELLER AND SETTLEMENTS**
*Section 1.1.     Sales . *
(a)        *The Sold Interest.*  Subject to the terms and conditionshereof, the Seller may, from time to time before the Liquidity Termination Date,sell to Windmill, or, only if Windmill declines to make the applicable purchase,ratably to the Liquidity Providers an undivided percentage ownership interest inthe Receivables and all related Collections.  Any such purchase (a *“Purchase”*) shall be made by each relevant Purchaser remitting funds to theSeller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agentremitting Collections to the Seller pursuant to Section 1.1(d).  The aggregatepercentage ownership interest so acquired by a Purchaser in the Receivables andrelated Collections (its *“Purchase Interest”*) shall equal at any timethe following quotient: 
    I+R        ER    
Where:
I           =          the outstanding Investment of such Purchaser at suchtime; 
R          =          the Reserve for such Purchaser at such time; and 
ER       =          the Eligible Receivables Balance at such time. 
Except during a Liquidation Period for a Purchaser, such Purchaser’s PurchaseInterest will change whenever its Investment, its Reserve or the EligibleReceivables Balance changes.  During a Liquidation Period for a Purchaser itsPurchase Interest shall remain constant, except for redeterminations to reflectInvestment acquired from or transferred to another Purchaser hereunder or underthe Transfer Agreement.  The sum of all Purchasers’ Purchase Interests at anytime is referred to herein as the “Sold Interest”, which at any time is theaggregate percentage ownership interest then held by the Purchasers in theReceivables and Collections. 
(b)        *Windmill Purchase Option and Other Purchasers’ Commitments.* Subject to Section 1.1(d) concerning Reinvestment Purchases, at no time willWindmill have any obligation to make a Purchase.  Each purchaser listed onSchedule II hereto (together the *“Liquidity Providers”*and each a *“Liquidity Provider”*) severally hereby agrees, subject to Section 7.2 andthe other terms and conditions hereof (including, in the case of an IncrementalPurchase (as defined below), that Windmill has refused to make all or part of arequested Purchase), to make Purchases before the Liquidity Termination Date,based on its Ratable Share of each Purchase by the Liquidity Providers, to theextent its Investment would not thereby exceed its Commitment, the AggregateInvestment would not thereby exceed the Purchase Limit, and the MaturedAggregate Investment would not thereby exceed the Aggregate Commitments.  EachPurchaser’s first Purchase and each additional Purchase by such Purchaser notmade from Collections pursuant to Section 1.1(d) is referred to herein as an *“Incremental Purchase”*.  Each Purchase made by a Purchaser with theproceeds of Collections in which it has a Purchase Interest, which does notincrease the outstanding Investment of such Purchaser, is referred to herein asa *“Reinvestment Purchase”*. 
(c)        *Incremental Purchases. * In order to request an IncrementalPurchase from a Purchaser, the Seller must provide to the Agent an irrevocablewritten request (including by telecopier or other facsimile communication)substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) threeBusiness Days before the requested date (the *“Purchase Date”*) of suchPurchase, specifying the requested Purchase Date (which must be a Business Day)and the requested amount (the *“Purchase Amount”*) of such Purchase,which must be in a minimum amount of $1,000,000 and multiples thereof (or, ifless, an amount equal to the Maximum Incremental Purchase Amount).  AnIncremental Purchase may only be requested from Windmill unless Windmill, in itssole discretion, determines not to make such Incremental Purchase in which casethe Seller may request such Incremental Purchase from the Liquidity Providers. The Agent shall promptly notify the contents of any such request to eachPurchaser from which the Purchase is requested.  If Windmill determines, in itssole discretion, to make the requested Purchase, Windmill shall transfer to theAgent’s Account the amount of such Incremental Purchase on the requestedPurchase Date.  If Windmill refuses to make a requested Purchase and the Sellerrequests the Incremental Purchase from the Liquidity Providers, subject toSection 7.2 and the other terms and conditions hereof, each Liquidity Providershall transfer its Ratable Share of the requested Purchase Amount into theAgent’s Account by no later than 12:00 noon (Chicago time) on the PurchaseDate.  The Agent shall transfer to the Seller Account the proceeds of anyIncremental Purchase delivered into the Agent’s Account. 
(d)        *Reinvestment Purchases.*  Unless Windmill has provided to theAgent, the Seller, and the Collection Agent a notice still in effect that it nolonger wishes to make Reinvestment Purchases (in which case Windmill’sReinvestment Purchases, but not those of the Liquidity Providers, shall cease),at any time before the Liquidity Termination Date when no Interim Liquidation isin effect, on each day that any Collections are received by the Collection Agentand no Interim Liquidation is in effect, a Purchaser’s Purchase Interest in suchCollections shall automatically be used to make a Reinvestment Purchase by suchPurchaser, but only to the extent such Reinvestment Purchase would not cause thePurchaser’s Investment to increase above the amount of such Investment at thestart of the day plus any Incremental Purchases made by the Purchaser on thatday.  Windmill may revoke any notice provided under the first sentence of thisSection 1.1(d) by notifying the Agent, the Seller, and the Collection Agent thatit will make Reinvestment Purchases. 
*Section 1.2.     Interim Liquidations.* (a) *Optional.*  TheSeller may at any time direct that Reinvestment Purchases cease and that anInterim Liquidation commence for all Purchasers by giving the Agent and theCollection Agent at least three Business Days’ written (including telecopy orother facsimile communication) notice specifying the date on which the InterimLiquidation shall commence and, if desired, when such Interim Liquidation shallcease before the Liquidity Termination Date (identified as a specific date or aswhen the Aggregate Investment is reduced to a specified amount).  If the Sellerdoes not so specify the date on which an Interim Liquidation shall cease, it maycause such Interim Liquidation to cease at any time before the LiquidityTermination Date, subject to Section 1.2(b) below, by notifying the Agent andthe Collection Agent in writing (including by telecopy or other facsimilecommunication) at least three Business Days before the date on which it desiressuch Interim Liquidation to cease. 
(b)        *Mandatory. * If at any time before the Liquidity TerminationDate any condition in Section 7.2 is not fulfilled, the Seller shall immediatelynotify the Agent and the Collection Agent, whereupon Reinvestment Purchasesshall cease and an Interim Liquidation shall commence, which shall only ceaseupon the Seller confirming to the Agent that the conditions in Section 7.2 arefulfilled. 
*Section 1.3.     Selection of Discount Rates and Tranche Periods.*(a) All Investment shall be allocated to one or more Tranches reflecting theDiscount Rates at which such Investment accrues Discount and the Tranche Periodsfor which such Discount Rates apply.  In each request for an IncrementalPurchase and three Business Days before the expiration of any Tranche Periodapplicable to any Purchaser’s Investment, the Seller may request the DiscountRate(s) and Tranche Period(s) to be applicable to such Investment.  AllInvestment (i) of Windmill shall accrue Funding Charges and (ii) of theLiquidity Providers may accrue Discount at either the Eurodollar Rate or thePrime Rate, in all cases as established for each Tranche Period applicable tosuch Investment.  Each Tranche shall be in the minimum amount of $1,000,000 andin multiples thereof or, in the case of Discount accruing at the Prime Rate, inany amount of Investment that otherwise has not been allocated to anotherTranche Period.  Any Investment not allocated to a Tranche Period shall be aPrime Tranche.  During the pendency of a Termination Event or a Ratings TriggerEvent, the Agent may reallocate any outstanding Investment of the LiquidityProviders to a Prime Tranche.  All Discount accrued during a Tranche Periodshall be payable by the Seller on the last day of such Tranche Period or, for aEurodollar Tranche with a Tranche Period of more than three months, 90 daysafter the commencement, and on the last day, of such Tranche Period. 
(b)        The Agent shall allocate the Investment of Windmill to TranchePeriods in its sole discretion.  If, by the time required in Section 1.3(a), theSeller fails to select a Discount Rate or Tranche Period for any Investment ofthe Liquidity Providers, such amount of Investment shall automatically accrueDiscount at the Prime Rate for a three Business Day Tranche Period.  AnyInvestment purchased from Windmill pursuant to the Transfer Agreement shallaccrue interest at the Prime Rate and have an initial Tranche Period of threeBusiness Days. 
(c)        If the Agent or any Liquidity Provider determines (i) thatmaintenance of any Eurodollar Tranche would violate any applicable law orregulation, (ii) that deposits of a type and maturity appropriate to match fundany of such Purchaser’s Eurodollar Tranches are not available or (iii) that themaintenance of any Eurodollar Tranche will not adequately and fairly reflect thecost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon thedirection of such Purchaser, shall suspend the availability of, and terminateany outstanding, Eurodollar Tranche so affected.  All Investment allocated toany such terminated Eurodollar Tranche shall be reallocated to a Prime RateTranche 
*Section 1.4.     Fees and Other Costs and Expenses* (a) The Seller shallpay to the Agent for the ratable benefit of the Liquidity Providers, suchamounts as agreed to with the Liquidity Providers and the Agent in the PricingLetter. 
(b)        If (i) the amount of Windmill’s Investment is reduced (other than asa result of a Put) on any date other than the last day of a CP Tranche, or(ii) the amount of Investment allocated to any CP or Eurodollar Tranche isreduced before the last day of its Tranche Period, or (iii) if a requestedIncremental Purchase at the Eurodollar Rate does not take place on its scheduledPurchase Date, the Seller shall pay the Early Payment Fee to each Purchaser thathad its Investment so reduced or scheduled Purchase not made. 
(c)        Investment, Discount and Funding Charges are not recourse obligationsof the Seller and shall be payable solely from Collections and from amountspayable under Sections 1.5, 1.7 and 6.1 (to the extent amounts paid underSection 6.1 indemnify against reductions in or non-payment of Receivables).  TheSeller shall pay, as a full recourse obligation, all other amounts payablehereunder, including, without limitation, all Discount, fees described inclauses (a) and (b) above and amounts payable under Article VI. 
*Section 1.5.     Maintenance of Sold Interest; Deemed Collection* (a)*General.*  If at any time before the Liquidity Termination Date theEligible Receivables Balance is less than the sum of the Aggregate Investment(or, if a Termination Event exists, the Matured Aggregate Investment) plus theReserve then the Seller shall immediately pay to the Agent an amount equal tosuch excess for application to reduce the Investments of the Purchasers ratablyin accordance with the Matured Value of their respective Investments, appliedfirst to Prime Tranches and second to the other Tranches with the shortestremaining maturities unless otherwise specified by the Seller.  Any amount soapplied to reduce Windmill’s Investment shall be deposited in the SpecialTransaction Subaccount. 
(b)        *Deemed Collections. * If on any day the outstanding balanceof a Receivable is reduced or cancelled as a result of any defective or rejectedgoods or services, any cash discount or adjustment (including as a result of theapplication of any special refund or other discounts or any reconciliation), anysetoff or credit (whether such claim or credit arises out of the same, arelated, or an unrelated transaction) or other similar reason not arising fromthe financial inability of the Obligor to pay undisputed indebtedness, theSeller shall be deemed to have received on such day a Collection on suchReceivable in the amount of such reduction or cancellation.  If on any day anyrepresentation, warranty, covenant or other agreement of the Seller related to aReceivable is not true or is not satisfied, the Seller shall be deemed to havereceived on such day a Collection in the amount of the outstanding balance ofsuch Receivable.  All such Collections deemed received by the Seller under thisSection 1.5(b) shall be remitted by the Seller to the Collection Agent inaccordance with Section 5.1(i). 
(c)        *Adjustment to Sold Interest. * At any time before theLiquidity Termination Date that the Seller is deemed to have received anyCollection under Section 1.5(b) (“Deemed Collections”) that derive from aReceivable that is otherwise reported as an Eligible Receivable, so long as noLiquidation Period then exists, the Seller may satisfy its obligation to deliversuch amount to the Collection Agent by instead notifying the Agent that the SoldInterest should be recalculated by decreasing the Eligible Receivables Balanceby the amount of such Deemed Collections, so long as such adjustment does notcause the Sold Interest to exceed 100%. 
(d)       *Payment Assumption. * Unless an Obligor otherwise specifiesor another application is required by contract or law, any payment received bythe Seller from any Obligor shall be applied as a Collection of Receivables ofsuch Obligor (starting with the oldest such Receivable) and remitted to theCollection Agent as such. 
*Section 1.6.     Reduction in Commitments. * The Seller may, upon thirtydays’ notice to the Agent, reduce the Aggregate Commitment in increments of$1,000,000, so long as the Aggregate Commitment at all times equal at least theoutstanding Matured Aggregate Investment.  Each such reduction in the AggregateCommitment shall reduce the Commitment of each Liquidity Provider in accordancewith its Ratable Share and shall ratably reduce the Purchase Limit. 
*Section 1.7.     Repurchases.* (a) *Optional. * At any time thatthe Aggregate Investment is less than 10% of the Aggregate Commitment in effecton the date hereof, the Seller may, upon thirty days’ notice to the Agent,repurchase the entire Sold Interest from the Purchasers at a price equal to theoutstanding Matured Aggregate Investment and all other amounts then owedhereunder. 
(b)        *Mandatory.*  If at any time the Sold Interest exceeds 100%,unless the Seller remedies the situation by satisfying its obligations underSection 1.5(a), any Purchaser may direct that all Purchasers ratably reassign tothe Seller, without recourse, representation or warranty, a portion of thePurchase Interest of each Purchaser so that the Sold Interest does not exceed100%.  The Seller shall purchase such reassigned Purchase Interests at apurchase price equal to the Matured Value of the Investment so reassigned byeach Purchaser. 
*Section 1.8.     Security Interest.*  (a) The Seller hereby grants tothe Agent, for its own benefit and for the ratable benefit of the Purchasers, asecurity interest in its right, title and interest in, to and under allReceivables, Collections, Collection Accounts and Lock-Box Accounts and thePurchase Agreement to secure the payment of all amounts other than Investmentowing hereunder and (to the extent of the Sold Interest) to secure the repaymentof all Investment.  The Seller and Collection Agent shall hold in trust for thebenefit of the Persons entitled thereto any Collections received pending theirapplication pursuant to Section 1.1(c), Section 2.3 or Article III hereof. After the occurrence of a Termination Event, the Seller and Collection Agentshall not, without the prior written consent of the Instructing Group,distribute any Collections to any Person (whether as payment on the SubordinatedNote or otherwise) other than the Agent and the Purchasers (and to theCollection Agent, in payment of the Collection Agent Fee to the extent permittedhereunder) until all amounts owed under the Transaction Documents to the Agentand the Purchasers are indefeasibly paid in full. 
(b) The Seller hereby assigns and otherwise transfers to the Agent (for thebenefit of the Agent, each Purchaser and any other Person to whom any amount isowed hereunder), all of the Seller’s right, title and interest in, to and rightsunder the Purchase Agreement.  The Seller shall execute, file and record allfinancing statements, continuation statements and other documents required toperfect or protect such assignment.  This assignment includes (a) all monies dueand to become due to the Seller from the Originator under or in connection withthe Purchase Agreement (including fees, expenses, costs, indemnities and damagesfor the breach of any obligation or representation related thereto) and (b) allrights, remedies, powers, privileges and claims of the Seller against theOriginator under or in connection with the Purchase Agreement.  All provisionsof the Purchase Agreement shall inure to the benefit of, and may be relied uponby, the Agent, each Purchaser and each such other Person.  At any time that aTermination Event has occurred and is continuing, the Agent shall have the soleright to enforce the Seller’s rights and remedies under the Purchase Agreementto the same extent as the Seller could absent this assignment, but without anyobligation on the part of the Agent, any Purchaser or any other such Person toperform any of the obligations of the Seller under the Purchase Agreement (orany of the promissory notes executed thereunder).  All amounts distributed tothe Seller under the Purchase Agreement from Receivables sold to the Sellerthereunder shall constitute Collections hereunder and shall be applied inaccordance herewith.            
(c)     This agreement is a security agreement for purposes of the UCC.  Uponthe occurrence of a Termination Event, the Agent will have all rights andremedies provided under the UCC as in effect in all applicable jurisdictions.            
(d)        Following the payment in full of all amounts owed under theTransaction Documents to the Agent and the Purchasers and the termination of theAggregate Commitment, the Agent shall take all actions reasonably requested bythe Seller to terminate and release all ownership and security interests createdhereunder. 
**ARTICLE II**
**SALES TO AND FROM WINDMILL; ALLOCATIONS**
*Section 2.1. Required Purchases from Windmill.*(a) Windmill may, at anytime sell to the Liquidity Providers pursuant to the Transfer Agreement anypercentage designated by Windmill of Windmill’s Investment and its relatedWindmill Settlement (each, a *“Put”*).            
(b)     Any portion of Windmill’s Investment and related Windmill Settlementpurchased by a Liquidity Provider shall be considered part of such Purchaser’sInvestment and related Windmill Settlement from the date of the relevant Put. Immediately upon any purchase by the Liquidity Providers of any portion of theWindmill’s Investment, the Seller shall pay to the Agent (for the ratablebenefit of such Purchasers) an amount equal to the sum of (i) the AssignedWindmill Settlement and (ii) all unpaid Discount owed to Windmill (whether ornot then due) to the end of each applicable Tranche Period to which anyInvestment being Put has been allocated, (iii) all accrued but unpaid fees(whether or not then due) payable to the Conduit in connection herewith at thetime of such purchase and (iv) all accrued and unpaid costs, expenses andindemnities due to the Conduit from the Seller in connection herewith.           
(c)     The proceeds from each Put received by Windmill (other than amountsdescribed in clauses (iii) and (iv) of the last sentence of Section 2.1(b)),shall be transferred into the Special Transaction Subaccount and used solely topay that portion of the outstanding commercial paper of Windmill issued to fundor maintain the Investment of Windmill so transferred.  Until used to paycommercial paper, all proceeds of any Put pursuant to this Section shall beinvested in Permitted Investments.  All earnings on such Permitted Investmentsshall be promptly remitted to the Seller.           
*Section 2.2.     Purchases by Windmill.* Windmill may at any timedeliver to the Agent and each Liquidity Provider a notification of assignment insubstantially the form of Exhibit B.  If Windmill delivers such notice, eachLiquidity Provider shall sell to Windmill and Windmill shall purchase in fullfrom each Liquidity Provider, the Investment of the Liquidity Providers on thelast day of the relevant Tranche Periods, at a purchase price equal to suchInvestment plus accrued and unpaid Discount thereon. Any sale from any LiquidityProvider to Windmill pursuant to this Section 2.2 shall be without recourse,representation or warranty except for the representation and warranty that theInvestment sold by such Liquidity Provider is free and clear of any AdverseClaim created or granted by such Liquidity Provider and that such Purchaser hasnot suffered a Bankruptcy Event.           
*Section 2.3.     Allocations and Distributions.  *           
(a)        *Settlement Dates.*  On the Business Day following eachDeposit Date occurring prior to the Liquidity Termination Date (unless anInterim Liquidation is in effect), the Collection Agent shall set aside fromCollections the amounts necessary to make all distributions to the Agent, thePurchasers and the Collection Agent required by this Section 2.3(a) with respectto the next succeeding Settlement Date.  The balance of such Collections shallbe released to the Seller on a daily basis.  On each Settlement Date prior tothe Liquidity Termination Date (unless an Interim Liquidation is in effect), allCollections so set aside during the preceding Discount Period shall be appliedwhere applicable by the Collection Agent (or, if the Agent is then in control ofany Collections, by the Agent) in the following order: 
(i)      to the Collection Agent, an amount equal to the Collection Agent Fee due andpayable on such date;               
(ii)      all fees and other amounts due andpayable to the Agent;              
(iii)      ratably to the Purchasers, allFunding Charges and Discount due and payable on such date;             
(iv)      ratably to the Purchasers, all other amounts due and payable to thePurchasers under the Transaction Documents; and               
(v)      to theSeller. 
On the last day of each Tranche Period for a Eurodollar Tranche or PrimeTranche, the Collection Agent (or, if the Agent is then in control of anyCollections, the Agent) shall pay Discount due and payable to such LiquidityProviders from accounts set aside for such purpose pursuant to Section 3.2(a). 
If any part of the Sold Interest in any Collections is applied to pay anyamounts that are recourse obligations of the Seller pursuant to Section 1.4(c)and after giving effect to such application the Sold Interest is greater than100%, the Seller shall pay, as a recourse obligation for distribution as part ofthe Sold Interest in Collections, to the Collection Agent the amount so appliedto the extent necessary so that after giving effect to such payment the SoldInterest is no greater than 100%. 
(b)       *Liquidity Termination Date and Interim Liquidations.*  Oneach day during any Interim Liquidation and on each day on and after theLiquidity Termination Date, the Collection Agent shall set aside and hold intrust solely for the account of the Agent, for the benefit of the Agent and thePurchasers, (or deliver to the Agent, if so instructed pursuant toSection 3.2(a)) the Sold Interest in all Collections received on such day andsuch Collections shall be allocated as follows: 
(i)      *first,* to the Collection Agent until all amounts owed to the CollectionAgent under the Agreement have been paid in full;               
(ii)     *second,* to the Agent until all amounts owed to the Agent have been paid in full;             
(iii)      *third,* to the Purchasers until all amounts owed to thePurchasers have been paid in full;              
(iv)      *fourth,*to any otherPerson (other than the Seller, the Collection Agent or an Originator) to whomany amounts are owed under the Transaction Documents until all such amounts havebeen paid in full; and             
(v)       *fifth,*to the Seller. 
On the last day of each Tranche Period (unless otherwise instructed by the Agentpursuant to Section 3.2(a)), the Collection Agent shall deposit into the Agent’sAccount, from such set aside Collections, all amounts allocated to such TranchePeriod and all Tranche Periods that ended before such date that are due inaccordance with clause (ii) above.  No distributions shall be made to payamounts under clauses (iii) - (v) until sufficient Collections have been setaside to pay all amounts described in clauses (i) and (ii) that may becomepayable for all outstanding Tranche Periods.  All distributions by the Agentshall be made ratably within each priority level in accordance with therespective amounts then due each Person included in such level unless otherwiseagreed by the Agent and all Purchasers.  If any part of the Sold Interest in anyCollections is applied to pay any amounts payable hereunder that are recourseobligations of the Seller pursuant to Section 1.4(c) and after giving effect tosuch application the Sold Interest is greater than 100%, the Seller shall pay,as a recourse obligation for distribution in respect of each applicablePurchaser's Investment as part of the Sold Interest in Collections, to theCollection Agent the amount so applied to the extent necessary so that aftergiving effect to such payment the Sold Interest is no greater than 100%. 
**ARTICLE III**
**ADMINISTRATION AND COLLECTIONS**
*Section 3.1.    Appointment of Collection Agent*(a) Theservicing, administering and collecting of the Receivables shall be conducted bya Person (the *“Collection Agent”*) designated to so act on behalf of thePurchasers under this Article III.  The Originator is hereby designated as, andagrees to perform the duties and obligations of, the Collection Agent.  TheCollection Agent acknowledges that the Agent and each Purchaser have relied onthe Collection Agent’s agreement to act as Collection Agent (and the agreementof any of the sub-collection agents to so act) in making the decision to executeand deliver this Agreement and agrees that it will not voluntarily resign asCollection Agent nor permit any sub-collection agent to voluntarily resign as asub-collection agent.  At any time after the occurrence of a ServicerReplacement Event, the Agent may designate a new Collection Agent to succeed theOriginator (or any successor Collection Agent).            
(b)     The Initial Collection Agent may, and if requested by the Agent shall,delegate its duties and obligations as Collection Agent to any Affiliate of theInitial Collection Agent (acting as a sub-collection agent).  Notwithstandingsuch delegation, the Initial Collection Agent shall remain primarily liable forthe performance of the duties and obligations so delegated, and the Agent andeach Purchaser shall have the right to look solely to the Initial CollectionAgent for such performance.  The Agent may at any time remove or replace anysub-collection agent only after the occurrence of a Servicer Replacement Event.           
(c)     If replaced, the Collection Agent agrees it will terminate, and willcause each existing sub-collection agent to terminate, its collection activitiesin a manner requested by the Agent to facilitate the transition to a newCollection Agent.  The Collection Agent shall cooperate with and assist any newCollection Agent (including providing access to, and transferring, all Recordsand allowing the new Collection Agent to use all licenses, hardware or softwarenecessary or desirable to collect the Receivables).  The Initial CollectionAgent irrevocably agrees to act (if requested to do so) as the data-processingagent for any new Collection Agent in substantially the same manner as theInitial Collection Agent conducted such data-processing functions while it actedas the Collection Agent.           
*Section 3.2.     Duties of Collection Agent.* (a) The Collection Agentshall take, or cause to be taken, all action necessary or advisable to collecteach Receivable in accordance with this Agreement, the Credit and CollectionPolicy and all applicable laws, rules and regulations using the skill andattention the Collection Agent exercises in collecting other receivables orobligations owed solely to it.  The Collection Agent shall, in accordanceherewith, set aside all Collections to which a Purchaser is entitled.  If soinstructed by the Agent, the Collection Agent shall transfer to the Agent theamount of Collections to which the Agent and the Purchasers are entitled by theBusiness Day following receipt.  Each party hereto hereby appoints theCollection Agent to enforce such Person’s rights and interests in theReceivables, but (notwithstanding any other provision in any TransactionDocument) the Agent shall at all times have the sole right to direct theCollection Agent to commence or settle any legal action to enforce collection ofany Receivable.            
(b)     If no Termination Event exists and the Collection Agent determines thatsuch action is appropriate in order to maximize the Collections, the CollectionAgent may, in accordance with the Credit and Collection Policy, extend thematurity of any Receivable (but not beyond thirty (30) days) or adjust theoutstanding balance of any Receivable.  Any such extension or adjustment shallnot alter the status of a Receivable as a Defaulted Receivable or DelinquentReceivable or limit any rights of the Agent or the Purchasers hereunder.  If aTermination Event exists, the Collection Agent may make such extensions oradjustments only with the prior consent of the Instructing Group.            
(c)     The Collection Agent shall turn over to the Seller (i) any percentage ofCollections in excess of the Sold Interest, less all reasonable costs andexpenses of the Collection Agent for servicing, collecting and administering theReceivables and (ii) to the Originator, subject to Section 1.5(d), thecollections and records for any indebtedness owed to the Originator that is nota Receivable.  The Collection Agent shall have no obligation to remit any suchfunds or records to the Seller or Originator, as applicable until the CollectionAgent receives evidence (satisfactory to the Agent) that the Seller is entitledto such items.  The Collection Agent has no obligations concerning indebtednessthat is not a Receivable other than to deliver the collections and records forsuch indebtedness to the Seller when required by this Section 3.2(c).            
(d)     The Collection Agent shall take all actions necessary to maintain theperfection and priority of the security interest of the Agent in theReceivables.           
*Section 3.3.     Reports.*  Unless either a Weekly Reporting Event orDaily Reporting Event are continuing, on or before the fifteenth day of eachmonth and, at such other times covering such other periods as is requested bythe Agent or the Instructing Group, the Collection Agent shall deliver to theAgent a Monthly Report reflecting information as of the close of business of theCollection Agent for the immediately preceding calendar month or such otherpreceding period as is requested.  Additionally, during the continuance ofeither (i) a Weekly Reporting Event, on or before each Tuesday, and after theoccurrence of a Termination Event at such other times covering such otherperiods as is requested by the Agent or the Instructing Group, the CollectionAgent shall deliver to the Agent a Weekly Report reflecting information as ofthe close of business of the Collection Agent for the immediately precedingcalendar week or such other preceding period as is requested or (ii) a DailyReporting Event, on the second Business Day following such Daily ReportingEvent, and after the occurrence of a Termination Event at such other timescovering such other periods as is requested by the Agent or the instructinggroup, the Collection Agent shall deliver to the Agent a Daily Report reflectinginformation as of the close of business of the Collection Agent for the secondBusiness Day prior.           
*Section 3.4.     Post-Office Boxes, Collection Accounts and Lock-BoxArrangements. * (a) The parties hereto acknowledge that certain Collectionsmay be remitted by Obligors directly to Originator (at a field office orotherwise) or to any Post-Office Box.  Seller agrees that it will cause theOriginator to instruct each of its employees that is responsible for receivingany Collections that Originator and such employee (i) are acting as servicer forthe Seller, (ii) owe a duty of due care to the Seller in all of their actionsrelating to the handling and deposit of such Collections and (iii) are liable tothe Seller for breaches of such duty of due care.            
(b)     The Seller hereby agrees that each Post-Office Box shall be maintainedin the name of the Seller.  The Seller shall, and shall require the Originatorto, execute a Postal Direction Letter with respect to each Post-Office Box andthe Seller shall, and shall require the Originator to, execute a Postal Power ofAttorney in favor of the Agent for the benefit of the Purchases for eachPost-Office Box. The Seller shall, nor permit the Originator to, establish newPost-Office Boxes without delivering to the Agent a Postal Power of Attorney anda Postal Direction Letter with respect thereto and a revised Exhibit K.  TheAgent agrees that it may deliver the Postal Direction Letters and Postal Powersof Attorney to the United States Postal Service following the occurrence of aTermination Event.            
(c)     On the Closing Date, the Seller shall provide to the Agent evidence thateach of the Collection Accounts is maintained in the name of the Seller andexecute (and, if applicable, require the Originator to execute) such documentsas may be requested by the Agent in order to facilitate the transfer ofCollections to, and the retention of such Collections in, the CollectionAccounts.  The Seller shall, nor shall the Seller permit the Originator to,establish new Collection Accounts into which Collections are deposited unlesssuch account is in the name of the Seller.            
(d)     The Seller shall not, nor shall the Seller permit the Originator to, (i)engage any Person other than Remittance Processing Services Inc. to giveinstructions with respect to the National City Bank Account into whichCollections are deposited without the prior written consent of the Agent;provided that any successor to Remittance Processing Services Inc. shall agreeto comply with the provisions of this Agreement and the other TransactionDocuments with respect to the handling of Collections, or (ii) give instructionswith respect to any other bank accounts maintained at any other bank into whichCollections are deposited without the prior written consent of the Agent.            
(f)     At any time after the occurrence of a Lock-Box Event and establishmentof Lock-Box Accounts, the Agent is hereby authorized to give notice to any orall Lock-Box Banks that the Agent is exercising its rights under the Lock-BoxLetters and to take all actions permitted under the Lock-Box Letters.  TheSeller agrees to take any action requested by the Agent to facilitate theforegoing.  After the Agent takes any such action under the Lock-Box Letters,the Seller shall immediately deliver to the Agent any Collections received bythe Seller.  If the Agent takes control of any Lock-Box Account, the Agent shalldistribute Collections it receives in accordance herewith and shall deliver tothe Collection Agent, for distribution under Section 3.2, all other amounts itreceives from such Lock-Box Account.           
*Section 3.5.     Enforcement Rights. * (a) The Agent may, at any timeduring the pendency of a Termination Event, direct the Obligors, the CollectionBanks and the Lock-Box Banks, if any, to make all payments on the Receivablesdirectly to the Agent or its designee.  The Agent may, and the Seller shall atthe Agent’s request, withhold the identity of the Purchasers from the Obligors,the Collection Banks and any Lock-Box Banks.  Upon the Agent’s request, theSeller (at the Seller’s expense) shall (i) give notice to each Obligor of theAgent’s ownership of the Sold Interest and direct that payments on Receivablesbe made directly to the Agent or its designee, (ii) assemble for the Agent allRecords and collateral security for the Receivables and transfer to the Agent(or its designee), or license to the Agent (or its designee) the use of, allsoftware useful to collect the Receivables and (iii) segregate in a manneracceptable to the Agent all Collections the Seller receives and, promptly uponreceipt, remit such Collections in the form received, duly endorsed or with dulyexecuted instruments of transfer, to the Agent or its designee.            
(b)     The Seller hereby irrevocably appoints the Agent as its attorney-in-factcoupled with an interest, with full power of substitution and with fullauthority in the place of the Seller, to take any and all steps deemed desirableby the Agent, in the name and on behalf of the Seller to (i) collect any amountsdue under any Receivable, including endorsing the name of the Seller on checksand other instruments representing Collections and enforcing such Receivables,and (ii) exercise any and all of the Seller’s rights and remedies under thePurchase Agreement.  The Agent’s powers under this Section 3.5(b) shall notsubject the Agent to any liability if any action taken by it proves to beinadequate or invalid, nor shall such powers confer any obligation whatsoeverupon the Agent.            
(c)     Neither the Agent nor any Purchaser shall have any obligation to take orconsent to any action to realize upon any Receivable or to enforce any rights orremedies related thereto.           
*Section 3.6.     Collection Agent Fee.*  On or before the fifteenth dayof each calendar month, the Seller shall pay to the Collection Agent a fee forthe immediately preceding calendar month as compensation for its services (the*“Collection Agent Fee”*) equal to (a) at all times the Seller, theOriginator, or any Affiliate of either such Person is the Collection Agent, suchconsideration as is acceptable to it, the receipt and sufficiency of which ishereby acknowledged, and (b) at all times any other Person is the CollectionAgent, a reasonable amount agreed upon by the Agent and the new Collection Agenton an arm’s-length basis reflecting rates and terms prevailing in the market atsuch time.  The Collection Agent may only apply to payment of the CollectionAgent Fee the portion of the Collections in excess of the Sold Interest orCollections that fund Reinvestment Purchases.  The Agent may, with the consentof the Instructing Group, pay the Collection Agent Fee to the Collection Agentfrom the Sold Interest in Collections.  The Seller shall be obligated toreimburse any such payment to the extent required by Section 1.5 or 2.3.          
*Section 3.7.     Responsibilities of the Seller. * The Seller shall, orshall cause the Originator to, pay when due all Taxes payable in connection withthe Receivables or their creation or satisfaction.  The Seller shall, and shallcause the Originator to, perform all of its obligations under agreements relatedto the Receivables to the same extent as if interests in the Receivables had notbeen transferred hereunder or, in the case of the Originator, under the PurchaseAgreement.  The Agent’s or any Purchaser’s exercise of any rights hereundershall not relieve the Seller or the Originator from such obligations.  Neitherthe Agent nor any Purchaser shall have any obligation to perform any obligationof the Seller or of the Originator or any other obligation or liability inconnection with the Receivables.           
*Section 3.8.     Actions by Seller.*  The Seller shall defend andindemnify the Agent and each Purchaser against all costs, expenses, claims andliabilities for any action taken by the Seller, the Originator or any otherAffiliate of the Seller or the Originator (whether acting as Collection Agent orotherwise) related to any Receivable, or arising out of any alleged failure ofcompliance of any Receivable with the provisions of any law or regulation.  Ifany goods related to a Receivable are repossessed, the Seller agrees to resell,or to have the Originator or another Affiliate resell, such goods in acommercially reasonable manner for the account of the Agent and remit, or haveremitted, to the Agent the Purchasers’ share in the gross sale proceeds thereofnet of any out-of-pocket expenses and any equity of redemption of the Obligorthereon.  Any such moneys collected by the Seller or the Originator or otherAffiliate of the Seller pursuant to this Section 3.8 shall be segregated andheld in trust for the Agent and remitted to the Agent’s Account within oneBusiness Day of receipt as part of the Sold Interest in Collections forapplication as provided herein.             
*Section 3.9.     Indemnities by the Collection Agent.*Without limitingany other rights any Person may have hereunder or under applicable law, theCollection Agent hereby indemnifies and holds harmless the Agent, eachPurchaser, each Conduit Funding Source and their respective officers, directors,agents and employees (each a *“Collection Agent Indemnified Party”*) fromand against any and all damages, losses, claims, causes of action, liabilities,penalties, Taxes, costs and expenses (including attorneys’ fees and court costs)(all of the foregoing collectively, the *“Collection Agent IndemnifiedLosses”*) at any time imposed on or incurred by any Collection AgentIndemnified Party to the extent arising out of or otherwise relating to: 
(i)     any representation or warranty made by, on behalf of or in respect of, theCollection Agent in this Agreement, any other Transaction Document, any PeriodicReport or any other information or report delivered by the Collection Agentpursuant hereto, which was false or incorrect in any material respect when made;              
(ii)      the failure by the Collection Agent to comply with anyapplicable law, rule or regulation related to any Receivable or the RelatedSecurity;              
(iii)      any loss of a perfected security interest (orin the priority of such security interest) as a result of any commingling by theCollection Agent of funds to which the Agent or any Purchaser is entitledhereunder with any other funds;              
(iv)      the imposition of anylien with respect to any Receivable, Related Security or Lock-Box Account as aresult of any action taken by the Collection Agent other than any lien imposedunder any Transaction Documents;              
(v)      the failure of anyReceivable reported by the Collection Agent as part of the Eligible ReceivablesBalance in any Periodic Report to have been an Eligible Receivable as of thelast day of the Settlement Period for which such Periodic Report was prepared;or             
(vi)       any failure of the Collection Agent to perform itsduties or obligations in accordance with the provisions of this Agreement(including, without limitation, compliance with the Credit and CollectionPolicy) or any other Transaction Document to which the Collection Agent is aparty; 
whether arising by reason of the acts to be performed by the Collection Agenthereunder or otherwise, excluding only Collection Agent Indemnified Losses tothe extent (a) such Collection Agent Indemnified Losses resulted solely fromgross negligence or willful misconduct of the Collection Agent Indemnified Partyseeking indemnification, (b) solely due to the credit risk of the Obligor andfor which reimbursement would constitute recourse to the Collection Agent foruncollectible Receivables, or (c) such Collection Agent Indemnified Lossesinclude Taxes on, or measured by, the overall net income of the Agent or anyPurchaser computed in accordance with the Intended Tax Characterization;provided, however, that nothing contained in this sentence limits the liabilityof the Collection Agent or limit the recourse of the Agent and each Purchaser tothe Collection Agent for any amounts otherwise specifically provided to be paidby the Collection Agent hereunder. 
**ARTICLE IV**
**REPRESENTATIONS AND WARRANTIES**
*Section 4.1.     Representations and Warranties. * The Seller representsand warrants to the Agent and each Purchaser that: 
(a) *     Corporate Existence and Power. * Each of the Seller and the Originator is acorporation duly organized, validly existing and in good standing under the lawsof its state of incorporation and has all corporate power and authority and allgovernmental licenses, authorizations, consents and approvals required to carryon its business in each jurisdiction in which its business is now conducted,except where failure to obtain such license, authorization, consent or approvalwould not have an adverse effect on (i) its ability to perform its obligationsunder, or the enforceability of, any Transaction Document, (ii) its business orfinancial condition, (iii) the interests of the Agent or any Purchaser under anyTransaction Document or (iv) the enforceability or collectibility of anyReceivable.               
(b)     *Corporate Authorization and NoContravention.*  The execution, delivery and performance by the Seller and theOriginator of each Transaction Document to which it is a party (i) are withinits corporate powers, (ii) have been duly authorized by all necessary corporateaction, (iii) do not contravene or constitute a default under (A) any applicablelaw, rule or regulation, (B) its or any Subsidiary’s charter or by-laws or(C) any agreement, order or other instrument to which it or any Subsidiary is aparty or its property is subject and (iv) will not result in any Adverse Claimon any Receivable or Collection or give cause for the acceleration of anyindebtedness of the Seller, the Originator or any Subsidiary.              
(c)      *No Consent Required.*  Other than the filing of the Purchase Agreementwith the Indiana Utility Regulatory Commission, no approval, authorization orother action by, or filings with, any Governmental Authority (including, withoutlimitation, any approval, authorization, consent, license, or exemption of, orfiling with, any federal or state utility authority, or other regulatoryauthority having jurisdiction) or other Person is required in connection withthe execution, delivery and performance by the Seller or the Originator of anyTransaction Document or any transaction contemplated thereby.              
(d)      *Binding Effect.* Each Transaction Document to which the Seller or theOriginator is a party constitutes the legal, valid and binding obligation ofsuch Person enforceable against that Person in accordance with its terms exceptas limited by bankruptcy, insolvency, or other similar laws of generalapplication relating to or affecting the enforcement of creditors’ rightsgenerally and subject to general principles of equity.               
(e)     *Perfection of Ownership Interest.*  Immediately preceding its sale of Receivablesto the Seller, the Originator was the owner of, and effectively sold, suchReceivables to the Seller, free and clear of any Adverse Claim.  The Seller ownsthe Receivables free of any Adverse Claim other than the interests of thePurchasers (through the Agent) therein that are created hereby, and eachPurchaser shall at all times have a valid undivided percentage ownershipinterest, which shall be a first priority perfected security interest forpurposes of Article 9 of the applicable Uniform Commercial Code, in theReceivables and Collections to the extent of its Purchase Interest then ineffect.  Other than the ownership or security interest granted to the Agentpursuant to this Agreement, the Seller has not pledged, assigned, sold orgranted a security interest in, or otherwise conveyed, the Receivables or theCollections.  The Seller has not authorized the filing of and is not aware ofany financing statements against the Seller that include a description ofcollateral covering the Receivables or the Collections other than any financingstatement relating to the security interest granted to the Agent hereunder orwith respect to which a UCC termination statement has been filed on or prior tothe date hereof.  The Seller has caused or will have caused, within ten daysafter the date hereof, the filing of all appropriate financing statements in theproper filing office in the appropriate jurisdictions under the applicable lawin order to perfect the conveyance of Receivables by Seller hereunder.               
(f)      *Accuracy of Information. * All information furnished bythe Seller, the Originator or any Affiliate of either such Person to the Agentor any Purchaser in connection with any Transaction Document, or any transactioncontemplated thereby, is true and accurate in all material respects (and is notincomplete by omitting any information necessary to prevent such informationfrom being materially misleading).               
(g)      *No Actions, Suits.* There are no actions, suits or other proceedings, except as set forth onSchedule III attached hereto, (including matters relating to environmentalliability and utility or other regulatory matters) pending or threatened againstor affecting the Seller, the Originator or any Subsidiary, or any of theirrespective properties, that (i) if adversely determined (individually or in theaggregate), may reasonably be expected to have a material adverse effect on thefinancial condition of the Seller, the Originator or any Subsidiary or on thecollectibility of the Receivables or (ii) involve any Transaction Document orany transaction contemplated thereby.  None of the Seller, the Originator or anySubsidiary is in default of any contractual obligation or in violation of anyorder, rule or regulation of any Governmental Authority, which default orviolation may have a material adverse effect upon (i) the financial condition ofthe Seller, the Originator and the Subsidiaries taken as a whole or (ii) thecollectibility of the Receivables.               
(h)      *No Material AdverseChange.* Since December 31, 2003, there has been no material adverse change inthe collectibility of the Receivables or the Seller’s, the Originator’s or anySubsidiary’s (i) financial condition, business, operations or prospects or(ii) ability to perform its obligations under any Transaction Document.               
(i)      *Credit and Collection Policy. * Each of the Seller andthe Originator has complied in all material respects with the Credit andCollection Policy in regard to each Receivable.                
(j)      *Accuracyof Exhibits; Lock-Box Arrangements.*  All information on Exhibits D and E(listing offices and names of the Seller and the Originator and where theymaintain Records and all the Subsidiaries of the Originator) is true andcomplete, subject to any changes permitted by, and notified to the Agent inaccordance with, Article V.  None of the Seller's or Originator's jurisdictionsof organization, chief executive offices and principal places of business havechanged within the past 12 months (or such shorter period as the Seller has beenin existence).  Neither the Seller nor the Originator has been known by or usedany corporate, fictitious or trade name other than a name set forth ofExhibit D.  Exhibit D lists the federal employer identification numbers of theSeller and the Originator.  At all times after any Lock Box is establishedpursuant to Section 5.1(i) following the occurrence of a Lock-Box Event), theSeller shall have delivered a copy of all Lock-Box Agreements to the Agent.  Atno time after the occurrence of a Lock-Box Event shall the Seller grant orpermit to exist any interest of a Person other than Seller and Agent in anyLock-Box or Lock-Box Account and, upon delivery to a Lock-Box Bank of therelated Lock-Box Letter, the Agent will have exclusive ownership and control ofthe Lock-Box Account at such Lock-Box Bank.               
(k)      *Collections. *The conditions and requirements set forth in Section 5.1(k) have at all timesbeen satisfied and duly performed.  The names and addresses of all CollectionBanks, together with the account numbers of the Collection Accounts of theSeller at each Collection Bank and the post office box number of eachPost-Office Box, are listed on Exhibit K attached hereto.  The Seller has notgranted any Person, other than the Agent (and its assigns) as contemplated bythis Agreement, dominion and control of any Post-Office Box or CollectionAccount, or the right to take dominion and control of any such Post-Office Boxor Collection Account at a future time or upon the occurrence of a futureevent.  The Seller shall have delivered a copy of all Collection AccountAgreements to the Agent, and upon delivery to a Collection Bank of the relatedCollection Account Agreement, the Agent will have exclusive ownership andcontrol of the Collection Account at such Collection Bank.               
(l)      *Sales by the Originator. * Each sale by the Originator to the Seller ofan interest in Receivables and their Collections has been made in accordancewith the terms of the Purchase Agreement, including the payment by the Seller tothe Originator of the purchase price described in the Purchase Agreement.  Eachsuch sale has been made for “reasonably equivalent value” (as such term is usedin Section 548 of the Bankruptcy Code) and not for or on account of “antecedentdebt” (as such term is used in Section 547 of the Bankruptcy Code) owed by theOriginator to the Seller.              
(m)      *Eligible Receivables. * EachReceivable comprising part of the Eligible Receivables Balance as of the date ofany calculation of the Sold Interest as part of the Eligible Receivables Balancewas an Eligible Receivable as of the date of such calculation.              
(n)      *Use of Proceeds. * No proceeds of any Purchase will be used (i) for thepurpose which violates, or would be inconsistent with, Regulation T, U or Xpromulgated by the Board of Governors of the Federal Reserve System from time totime or (ii) to acquire any security in any transaction which is subject toSection 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended.              
(o)      *No Subsidiaries. *The Seller has no Subsidiaries.            
(p)        *Post-Office Box Arrangements.*  The Seller has delivered acopy of all Postal Direction Letters and Postal Powers of Attorney to theAgent.  The Seller has not granted any interest in any Post-Office Box to anyPerson other than (i) the Agent and (ii) Persons whose interests therein havebeen terminated on or prior to the date hereof and, upon delivery to aPost-Office of the related Postal Direction Letters and Postal Powers ofAttorney, the Agent will have the right to exercise exclusive ownership andcontrol of the Post-Office Box at such Post-Office in accordance with theprovisions of the related Postal Direction Letters and Postal Powers ofAttorney. 
*Section 4.2.     Representations and Warranties of the Collection Agent. *The Collection Agent represents and warrants to the Agent and each Purchaserthat: 
(a)       *Not an Investment Company. * TheInitial Collection Agent is not an “investment company” within the meaning ofthe Investment Company Act of 1940, as amended from time to time, or anysuccessor statute.               
(b)      *Accuracy of Exhibits. * All information on Exhibits E and K istrue and complete, subject to any changes permitted by, and notified to theAgent in accordance with Article V.  The Collection Agent’s jurisdiction oforganization, chief executive office and principal place of business has notchanged within the past 12 months.  The Collection Agent has not been known byor used, any corporate, fictitious or trade name other than the name set forthin Exhibit E.               
(c)      *Eligible Receivables. * Each Receivable which the CollectionAgent has identified as comprising part of the Eligible Receivables Balance asof the date of any calculation of the Sold Interest as part of the EligibleReceivables Balance in a Periodic Report was an Eligible Receivable as of thedate of such calculation; provided that in no event shall the Agent or anyPurchaser have any recourse against the Collection Agent under this clause (d)for any determination that a Receivable reported as eligible in a prior PeriodicReport no longer comprises part of the Eligible Receivables Balance. 
**ARTICLE V**
**COVENANTS**
*Section 5.1.     Covenants of the Seller. * The Seller hereby covenantsand agrees to comply with the following covenants and agreements, unless theAgent (with the consent of the Instructing Group) shall otherwise consent: 
(a)        *Financial Reporting. * The Seller will, and will cause theOriginator and each Subsidiary to, maintain a system of accounting establishedand administered in accordance with GAAP and will furnish to the Agent and eachPurchaser: 
(i)      *Annual Financial Statements.*  Within120 days after each fiscal year of the Originator copies of (A) its annualaudited financial statements (including a consolidated balance sheet,consolidated statement of income and retained earnings and statement of cashflows, with related footnotes) certified by independent certified publicaccountants satisfactory to the Agent (which accountants shall have acknowledgedthe reliance of the Agent and the Purchasers on the financial statements auditedby such accountants) and prepared on a consolidated basis in conformity withGAAP, and (B) for the Seller its annual balance sheet and annual profit and lossstatement certified by a Designated Financial Officer thereof, in each caseprepared on a consolidated basis in conformity with GAAP as of the close of suchfiscal year for the year then ended;               
(ii)      *Quarterly Financial Statements.*  Within 45 days after each(except the last) fiscal quarter of each fiscal year of the Originator, copiesof (A) its unaudited financial statements (including at least a consolidatedbalance sheet as of the close of such quarter and statements of earnings andsources and applications of funds for the period from the beginning of thefiscal year to the close of such quarter) certified by a Designated FinancialOfficer and prepared in a manner consistent with the financial statementsdescribed in part (A) of clause (i) of this Section 5.l(a) and (B) for theSeller its quarterly balance sheet and profit and loss statement for the periodfrom the beginning of such fiscal year to the close of such quarter, in eachcase certified by a Designated Financial Officer thereof and prepared in amanner consistent with part (B) of clause (i) of Section 5.1(a);              
(iii)      *Officer’s Certificate.*  Each time financial statements arefurnished pursuant to clause (i) or (ii) of Section 5.1(a), a compliancecertificate (in substantially the form of Exhibit G) signed by a DesignatedFinancial Officer, dated the date of such financial statements, and containing acomputation of each of the financial ratios and restrictions contained hereinand in the Indemnity Agreement;              
(iv)      *Public Reports.*  Promptly upon becoming available, a copy ofeach report or proxy statement filed by the Originator with the SecuritiesExchange Commission or any securities exchange; and               
(v)      *Other Information. *With reasonable promptness, such otherinformation (including non-financial information) as may be requested by theAgent or any Purchaser (with a copy of such request to the Agent).            
(b)   *  Notices. *Immediately upon becoming aware of any of thefollowing the Seller will notify the Agent and provide a description of:               
(i)      *Potential Termination Events.*  The occurrence of any PotentialTermination Event;               
(ii)      *Representations and Warranties.*  Thefailure of any representation or warranty herein to be true (when made or at anytime thereafter) in any material respect;              
(iii)      *Downgrading. *The downgrading, withdrawal or suspension of any rating by any rating agency ofany indebtedness of any Obligor with a Special Limit or of the Originator;             
(iv)      *Litigation; Proceedings * The institution of any materialaction, suit, or proceeding before any court or governmental department,commission, board, bureau, agency or instrumentality, domestic or foreign,affecting the Originator, any Subsidiary or the collectibility or quality of theReceivables;               
(v)      *Judgments. * The entry of any judgment, awardor decree against any Originator or any Subsidiary if the aggregate amount ofall judgments then outstanding against the Seller, the Originator and theSubsidiaries exceeds $1,000,000 (except to the extent fully covered by insurancepursuant to which the insurer has accepted liability therefor in writing) or theentry of a judgment, award or decree against the Seller;              
(vi)     *Adverse Changes.*  Any material adverse change in the Seller’s or Originator’s orany Subsidiary’s condition, financial or otherwise, and an explanation thereofand of the actions the Seller or Originator, as applicable, proposes to takewith respect thereto;             
(vii)      *Changes in Business.* Any changein, or proposed change in, the character of the Seller’s or the Originator’sbusiness that could impair the collectibility or quality of any Receivable;            
(viii)      *Breach of Purchase Agreement.*  Any material breach ordefault by the Originator under the Purchase Agreement; or            
(ix)       *Official Notices.*  Any and all notices, correspondence, warnings,guidance or other written materials specifically directed at the Seller orOriginator or any Subsidiary which have a material impact on the Seller’s orOriginator’s ability to carry out its businesses as presently conducted andwhich include, but shall not be limited to, any directives, compliancerequirements or enforcement requirements received from any GovernmentalAuthority in connection with the property owned or leased by Borrower or anySubsidiary, the substances contained therein, or the equipment or operations ofthe Seller, the Originator or any Subsidiary in connection therewith. 
If the Agent receives such a notice, the Agent shall promptly give noticethereof to each Purchaser and, until Windmill has no Investment after theWindmill Termination Date, to each CP Dealer and each Rating Agency. 
(c)    *Conduct of Business. * The Seller will perform,and will cause the Originator and each Subsidiary to perform, all actionsnecessary to remain duly incorporated, validly existing and in good standing inits jurisdiction of incorporation and to maintain all requisite authority toconduct its business in each jurisdiction in which it conducts business.           
(d)     *Compliance with Laws.*  The Seller will comply, and will causethe Originator and each Subsidiary to comply, with all laws, regulations,judgments and other directions or orders imposed by any Governmental Authorityto which such Person or any Receivable or Collection may be subject, except, forpurposes of determining whether a Potential Termination Event exists but not forpurposes of determining the Seller’s obligations under Section 1.5(b) to remitDeemed Collections for each affected Receivable, to the extent such failure tocomply would not have a material adverse effect on the collectibility of anymaterial amount of Receivables and would not have a material adverse effect onthe Seller, the Originator or any material portion of the properties of eithersuch Person.            
(e)     *Furnishing Information and Inspection of Records. * The Sellerwill furnish to the Agent and the Purchasers such information concerning theReceivables as the Agent or a Purchaser may request.  The Seller will, and willcause the Originator to, permit, at any time during regular business hours, theAgent or any Purchaser (or any representatives thereof) (i) to examine and makecopies of all Records, (ii) to visit the offices and properties of the Seller orOriginator for the purpose of examining the Records and (iii) to discuss mattersrelating hereto with any of the Seller’s or the Originator’s officers,directors, employees or independent public accountants having knowledge of suchmatters.  Once a year, the Agent may (at the expense of the Seller) have anindependent public accounting firm conduct an audit of the Records or make testverifications of the Receivables and Collections.             
(f)     *Keeping Records*.  (i) The Seller will, and will cause theOriginator to, have and maintain (A) administrative and operating procedures(including an ability to recreate Records if originals are destroyed),(B) adequate facilities, personnel and equipment and (C) all Records and otherinformation necessary or advisable for collecting the Receivables (includingRecords adequate to permit the immediate identification of each new Receivableand all Collections of, and adjustments to, each existing Receivable).  TheSeller will give the Agent prior notice of any material change in suchadministrative and operating procedures.               
(ii)      The Seller will, (A) at all times from and after the date hereof,clearly and conspicuously mark its computer and master data processing books andrecords with a legend describing the Agent’s and the Purchasers’ interesttherein and (B) upon the request of the Agent, so mark each contract relating toa Receivable and deliver to the Agent all such contracts (including all multipleoriginals of such contracts), with any appropriate endorsement or assignment, orsegregate (from all other receivables then owned or being serviced by theSeller) the Receivables and all contracts relating to each Receivable and holdin trust and safely keep such contracts so legended in separate filing cabinetsor other suitable containers at such locations as the Agent may specify.           
(g)     *Perfection.*  (i) The Seller will, and will cause the Originator to, atits expense, promptly execute and deliver all instruments and documents and takeall action necessary or requested by the Agent (including the execution andfiling of financing or continuation statements, amendments thereto orassignments thereof) to enable the Agent to exercise and enforce all its rightshereunder and to vest and maintain vested in the Agent a valid, first priorityperfected security interest in the Receivables, the Collections, the PurchaseAgreement, and proceeds thereof free and clear of any Adverse Claim (and aperfected ownership interest in the Receivables and Collections to the extent ofthe Sold Interest).  The Seller hereby appoints the Agent as its designee tofile any continuation statements, amendments thereto and assignments thereofagainst each Originator.               
(ii)      The Seller will, and will causethe Originator to, only change its name, identity or corporate structure orrelocate its jurisdiction, chief executive office or the Records following atleast thirty (30) days advance notice to the Agent and the delivery to the Agentof all financing statements, instruments and other documents (includingdirection letters) requested by the Agent.             
(iii)      The Sellerand the Originator will each at all times maintain its chief executive officeswithin a jurisdiction in the USA in which Article 9 of the UCC is in effect.  Ifthe Seller or the Originator moves its chief executive office to a location thatimposes Taxes, fees or other charges to perfect the Agent’s and the Purchasers’interests hereunder or the Seller’s interests under the Purchase Agreement, theSeller will pay all such amounts and any other costs or expenses incurred inorder to maintain the enforceability of the Transaction Documents, the SoldInterest and the interests of the Agent and the Purchasers in the Receivables,the Collections, the Purchase Agreement, and proceeds thereof.           
(h)     *Performance of Duties.*  The Seller will perform, and will cause theOriginator, each Subsidiary and the Collection Agent (if an Affiliate) toperform, its respective duties or obligations in accordance with the provisionsof each of the Transaction Documents.  The Seller (at its expense) will, andwill cause the Originator to, (i) fully and timely perform in all materialrespects all agreements required to be observed by it in connection with eachReceivable, (ii) comply in all material respects with the Credit and CollectionPolicy, and (iii) refrain from any action that may impair the rights of theAgent or the Purchasers in the Receivables, any Collections, the PurchaseAgreement or any proceeds thereof.             
(i)     *Payments on Receivables;Maintenance of Lock-Box Accounts After Lock-Box Event. * Within 45 days followingthe occurrence of a Lock-Box Event and the Agent notifying the Seller that itdirects the Seller to establish Lock-Box Accounts, the Seller will establish andmaintain one or more Lock-Box Accounts with one or more Lock-Box Banks. Thereafter, the Seller will, and will cause the Originator to, at all timesinstruct all Obligors to deliver payments on the Receivables to a Lock-BoxAccount.  At all times that any Lock-Box Accounts are established, if any suchpayments on Receivables or other Collections are received by the Seller or theOriginator, it shall hold such payments in trust for the benefit of the Agentand the Purchasers and promptly (but in any event within one Business Day afterreceipt) remit such funds into a Lock-Box Account.  The Seller will cause eachLock-Box Bank to comply with the terms of each applicable Lock-Box Letter.  TheSeller will not permit the funds of any Affiliate or other Person (exceptSeller) to be deposited into any Lock-Box Account or Collection Account.  Ifsuch funds are nevertheless deposited into any Lock-Box Account or CollectionAccount, the Seller will promptly identify such funds for segregation.  TheSeller shall not, and shall not permit any Collection Agent or other Person tocomingle Collections or other funds to which the Agent or any Purchaser isentitled with any other funds.  Within 45 days following the occurrence of aLock-Box Event and the Agent notifying the Seller that it directs the Seller toestablish Lock-Box Accounts, the Seller shall identify to the Agent in writingthe name of each Lock-Box Bank and the number or other identifying informationfor each Lock-Box and Lock-Box Account.  In addition, within such time periodthe Seller shall deliver to the Agent a fully executed Lock-Box Letter from eachLock-Box Bank and any other documentation appropriate to perfect a securityinterest in such Lock-Box Account.  The Seller shall only add, and shall onlypermit the Originator to add, a Lock-Box Bank, Lock-Box, or Lock-Box Account tothose initially identified to the Agent if the Agent has received notice of suchaddition and a fully executed Lock-Box Letter from such new Lock-Box Bank andany other documentation appropriate to perfect a security interest in suchLock-Box Account.  The Seller shall only terminate a Lock-Box Bank or Lock-Box,or close a Lock-Box Account, upon 30 days advance notice to the Agent.  TheAgent may require the Seller to establish Lock-Box Accounts pursuant to thisSection 5.1(i) at any time a Lock-Box Event has occurred and is continuing.  Nodelay in imposing such requirement shall limit or otherwise affect the Agent’sright to require Lock-Box Accounts at any time a Lock-Box Event exists and iscontinuing.             
(j)     *Payments on Receivables at all Times. *Regardless whether a Lock-Box Event has occurred or any Lock-Box Account exists,the Seller shall not permit any Collections to be commingled with funds of anyother Person except to the extent (i) such funds of the Seller are commingledwith funds of the Originator or another Affiliate of Seller, (ii) the Originatoror such Affiliate is prohibited from using any Collections or other funds of theSeller, (iii) there is clear identification of the funds of the Seller and (iv)there is a formal settlement procedure for the prompt remittance of funds to theSeller or a Collection Account or, if a Lock-Box Account has been established,to a Lock-Box Account.  Following the occurrence of a Lock-Box Event, the Sellershall not permit the funds of any other Person to become commingled withCollections or other funds to which the Agent or any Purchaser is entitled.           
(k)     *Collections. * (i) The Seller will cause (A) at least 99% ofall cash, checks, money orders or other proceeds of the Receivables received byit in any calendar month, in the form so received (with all necessaryendorsements), not later than the close of business on the first Business Dayfollowing the date of receipt thereof to be deposited into a Collection Accountand (B) each Collection Account to be subject at all times to a CollectionAccount Agreement that is in full force and effect.  At all times prior to theremittance of Collections to a Collection Account in accordance herewith, theSeller and/or the Collection Agent, as the case may be, will itself hold or, ifapplicable, will cause all such payments to be held in trust for the exclusivebenefit of the Agent.  The Seller will maintain exclusive ownership, dominionand control (subject to the terms of this Agreement) of each Post-Office Box andCollection Account and shall not grant the right to take dominion and control ofany Post-Office Box or Collection Account at a future time or upon theoccurrence of a future event to any Person, except to the Agent (or its assigns)as contemplated by this Agreement.                      
(ii)       Seller, orCollection Agent on behalf of the Seller, shall cause evidence to be deliveredto Agent showing that the each Collection Account is maintained in the name ofthe Seller on the Closing Date.                      
(iii)      Seller willcause each Collection Bank to comply with the terms of each applicableCollection Account Agreement.                      
(iv)      The Seller shallidentify to the Agent in writing the name of each Collection  Bank and thenumber or other identifying information for each Collection Account.  Inaddition, the Seller shall deliver to the Agent a fully executed CollectionAccount Agreement from each Collection Bank and any other documentationappropriate to perfect a security interest in such Collection Account.  TheSeller shall only add, and shall only permit the Originator to add, a CollectionBank or Collection  Account to those initially identified to the Agent if theAgent has received notice of such addition and a fully executed CollectionAccount Agreement from such new Collection  Bank and any other documentationappropriate to perfect a security interest in such Collection  Account.  TheSeller shall only terminate a Collection Account, or close a Collection Account, upon 30 days advance notice to the Agent.             
(l)     *Sales andAdverse Claims Relating to Receivables. * The Seller will not, and will notpermit the Originator to, (by operation of law or otherwise) dispose of orotherwise transfer, or create or suffer to exist any Adverse Claim upon, anyReceivables, Collections, or the Purchase Agreement.           
(m)    *Extensionor Amendment of Receivables.*  Except as otherwise permitted in Section 3.2(b)and then subject to Section 1.5, the Seller will not, and will not permit theOriginator to, extend, amend, rescind or cancel any Receivable without theconsent of the Agent, which consent the Agent shall provide if so directed bythe Instructing Group.            
(n)     *Change in Business or Credit andCollection Policy. * The Seller will not, and will not permit the Originator to,make any material change in the character of its business or in its Credit andCollection Policy without the consent of the Agent, which consent the Agentshall provide if so directed by the Instructing Group.            
(o)    *Certain Agreements.*  The Seller shall not (and shall not permit any Originatorto) amend, modify, waive, revoke or terminate any Transaction Document to whichit is a party or any provision of Seller’s certificate of incorporation orby-laws.  The Seller shall exercise its rights and remedies under the PurchaseAgreement only in accordance with the written instructions of the Agent.           
(p)     *Other Business. * The Seller shall not:  (i) engage in anybusiness other than the transactions contemplated by the Transaction Documents,(ii) create, incur or permit to exist any debt of any kind (or cause or permitto be issued for its account any letters of credit or bankers’ acceptances)other than pursuant to this Agreement or the Subordinated Note, or (iii) formany Subsidiary or make any investments in any other Person; provided, however,that the Seller may incur minimal obligations to the extent necessary for theday-to-day operations of the Seller (such as expenses for stationery, audits,maintenance of legal status, etc.).            
(q)     *Nonconsolidation. * TheSeller shall operate in such a manner that the separate corporate existence ofthe Seller and each Originator and Affiliate thereof would not be disregarded inthe event of the bankruptcy or insolvency of any Originator and Affiliatethereof and, without limiting the generality of the foregoing:                
(i)     the Seller shall not engage in any activity other than those activitiesexpressly permitted under the Seller’s organizational documents and theTransaction Documents, nor will the Seller enter into any agreement other thanthis Agreement, the other Transaction Documents to which it is a party and, withthe prior written consent of the Agent, any other agreement necessary tocarryout more effectively the provisions and purposes hereof or thereof;              
(ii)      the Seller shall maintain a business office (maintainedwithin the offices of the Collection Agent) separate from that of each of theOriginator and the Affiliates thereof;              
(iii)      the Seller shallcause the financial statements and books and records of the Seller and theOriginator to reflect the separate corporate existence of the Seller;             
(iv)      the Seller shall except as otherwise expressly permittedhereunder, under the other Transaction Documents and under the Seller’sorganizational documents, the Seller shall not permit any Originator orAffiliate thereof to (A) pay the Seller’s expenses (other than expenses that areto be promptly reimbursed by the Seller), (B) guarantee the Seller’sobligations, or (C) advance funds to the Seller for the payment of expenses orotherwise; and               
(v)      the Seller will not act as agent for anyOriginator or Affiliate, that will not present itself to the public as acorporation that is not separate from each such Person and independently engagedin the business of purchasing and financing Receivables.             
(r)    *Mergers, Consolidations and Acquisitions.*  The Seller shall not merge into orconsolidate with any other Person, or permit any other Person to merge into orconsolidate with it, or purchase, lease or otherwise acquire (in one transactionor a series of transactions) all or substantially all of the assets of any otherPerson (whether directly by purchase, lease or other acquisition of all orsubstantially all of the assets of such Person or indirectly by purchase orother acquisition of all or substantially all of the capital stock of such otherPerson) other than the acquisition of the Receivables and Related Securitypursuant to the Purchase Agreement.             
(s)     *Payments on SubordinatedNot*e.  Subject to the provisions of Sections 2 and 3 of the SubordinationAgreement, the Seller may make payments on the Subordinated Note at any timefrom Collections not comprising part of the Sold Interest in Collections. Subject to the provisions of Sections 2 and 3 of the Subordination Agreement,the Seller may make payments on the Subordinated Note from Collectionscomprising part of the Sold Interest in Collections, but only after paying (i) allamounts due to the Agent and Purchasers hereunder on or prior to the immediatelysucceeding Settlement Date, if such payments on the Subordinated Note are to bemade prior to the occurrence of a Termination Event (or Potential TerminationEvent described in clause (b) or (e) of the definition of Termination Event),or, (ii) after paying all amounts owing (whether or not due) to the Agent andthe Purchasers hereunder if such payments on the Subordinated Note are to bemade after the occurrence of a Termination Event (or after the occurrence of aPotential Termination Event described in clause (b) or (e) of the definition ofTermination Event).             
(t)    *Accounting for Sale.*  Except as providedin Section 9.9, the Seller will not, and will not permit the Originator to,account for, or otherwise treat, the transactions contemplated hereby other thanas a sale of Receivables or inconsistent with the Agent’s ownership interest inthe Receivables and Collections.            
(u)     *Opinions. * The Seller shall,by July 10, 2009, have delivered to the Agent a True Sale/Non-ConsolidationOpinion, in form and substance reasonably satisfactory to the Agent. 
**ARTICLE VI**
**INDEMNIFICATION**
*Section 6.1.    Indemnities by the Seller. *Withoutlimiting any other rights any such Person may have hereunder or under applicablelaw, the Seller hereby indemnifies and holds harmless, on an after-Tax basis,the Agent and each Purchaser and their respective officers, directors, agentsand employees (each an “Indemnified Party”) from and against any and alldamages, losses, claims, liabilities, penalties, Taxes, costs and expenses(including attorneys’ fees and court costs) (all of the foregoing collectively,the “Indemnified Losses”) at any time imposed on or incurred by any IndemnifiedParty arising out of or otherwise relating to any Transaction Document, thetransactions contemplated thereby or the acquisition of any portion of the SoldInterest, or any action taken or omitted by any of the Indemnified Parties inconnection therewith (including any action taken by the Agent asattorney-in-fact for the Seller pursuant to Section 3.5(b)), excluding onlyIndemnified Losses to the extent (a) a final judgment of a court of competentjurisdiction holds such Indemnified Losses resulted solely from gross negligenceor willful misconduct of the Indemnified Party seeking indemnification,(b) solely due to the credit risk of the Obligor and for which reimbursementwould constitute recourse to the Seller or the Collection Agent foruncollectible Receivables or (c) such Indemnified Losses include Taxes on, ormeasured by, the overall net income of the Agent or any Purchaser computed inaccordance with the Intended Tax Characterization; provided, however, thatnothing contained in this sentence shall limit the liability of the Seller orthe Collection Agent or limit the recourse of the Agent and each Purchaser tothe Seller or the Collection Agent for any amounts otherwise specificallyprovided to be paid by the Seller or the Collection Agent hereunder.  Withoutlimiting the foregoing indemnification, the Seller shall indemnify eachIndemnified Party for Indemnified Losses (including losses in respect ofuncollectible Receivables, regardless for these specific matters whetherreimbursement therefor would constitute recourse to the Seller or the CollectionAgent, but otherwise subject to the limitations in clauses (a) - (c) of thepreceding sentence) relating to or resulting from:                
(i)      any representation or warranty made by the Seller, the Originator orthe Collection Agent (or any employee or agent of the Seller, the Originator orthe Collection Agent) under or in connection with this Agreement, any PeriodicReport or any other information or report delivered by the Seller, theOriginator or the Collection Agent pursuant hereto having been false orincorrect in any material respect when made or deemed made;               
(ii)      the failure by the Seller, the Originator, or the Collection Agent tocomply with any applicable law, rule or regulation related to any Receivable, orthe nonconformity of any Receivable with any such applicable law, rule orregulation;              
(iii)      the failure of the Seller to vest andmaintain vested in the Agent, for the benefit of the Purchasers, a perfectedownership or security interest in the Sold Interest and the property conveyedpursuant to Section 1.1(e) and Section 1.8, free and clear of any Adverse Claim;             
(iv)      any commingling of funds to which the Agent or anyPurchaser is entitled hereunder with any other funds;               
(v)      anyfailure of a Lock-Box Bank to comply with the terms of the applicable Lock-BoxLetter;              
(vi)      any dispute, claim, offset or defense (other thandischarge in bankruptcy of the Obligor) of the Obligor to the payment of anyReceivable, or any other claim resulting from the sale or lease of goods or therendering of services related to such Receivable or the furnishing or failure tofurnish any such goods or services or other similar claim or defense not arisingfrom the financial inability of any Obligor to pay undisputed indebtedness;            
(vii)      any failure of the Seller, the Originator, or anyAffiliate of either thereof, to perform its duties or obligations in accordancewith the provisions of this Agreement or any other Transaction Document to whichsuch Person is a party (as a Collection Agent or otherwise);            
(viii)      any action taken by the Agent  as attorney-in-fact for the Sellerpursuant to Section 3.5(b);              
(ix)      any environmental liabilityclaim, products liability claim or personal injury or property damage suit orother similar or related claim or action of whatever sort arising out of or inconnection with any Receivable or any other suit, claim or action of whateversort relating to any of the Transaction Documents; or               
(x)      anyfailure of a Collection Bank to comply with the terms of the applicableCollection Account Agreement;           
*Section 6.2.     Increased Cost and Reduced Return. *By way of clarification, and not of limitation,of Section 6.1, if the adoption of any applicable law, rule or regulation, orany change therein, or accounting principle, or any change in the interpretationor administration thereof by any Governmental Authority or Accounting Authoritycharged with the interpretation or administration thereof, or compliance by anyWindmill Funding Source, the Agent or any Purchaser (collectively, the *“FundingParties”*) with any request or directive (whether or not having the force of law)of any such Governmental Authority or Accounting Authority (a *“RegulatoryChange”*) (a) subjects any Funding Party to any charge or withholding on or inconnection with a Funding Agreement or this Agreement (collectively, the*“Funding Documents”*) or any Receivable, (b) changes the basis of taxation ofpayments to any of the Funding Parties of any amounts payable under any of theFunding Documents (except for changes in the rate of Tax on the overall netincome of such Funding Party), (c) imposes, modifies or deems applicable anyreserve, assessment, insurance charge, special deposit or similar requirementagainst assets of, deposits with or for the account of, or any credit extendedby, any of the Funding Parties, (d) has the effect of reducing the rate ofreturn on such Funding Party’s capital to a level below that which such FundingParty could have achieved but for such adoption, change or compliance (takinginto consideration such Funding Party’s policies concerning capital adequacy) or(e) imposes any other condition, and the result of any of the foregoing is(x) to impose a cost on, or increase the cost to, any Funding Party of itscommitment under any Funding Document or of purchasing, maintaining or fundingany interest acquired under any Funding Document, (y) to reduce the amount ofany sum received or receivable by, or to reduce the rate of return of, anyFunding Party under any Funding Document or (z) to require any paymentcalculated by reference to the amount of interests held or amounts received byit hereunder, then, upon demand by the Agent, the Seller shall pay to the Agentfor the account of the Person such additional amounts as will compensate theAgent or such Purchaser (or, in the case of Windmill, will enable Windmill tocompensate any Windmill Funding Source) for such increased cost or reduction.           
*Section 6.3.     Other Costs and Expenses. * Also by way of clarification, and not of limitation,of Section 6.1, the Seller shall pay to the Agent on demand all costs andexpenses in connection with (a) the preparation, execution, delivery andadministration (including amendments of any provision) of the TransactionDocuments, (b) the sale of the Sold Interest, (c) the perfection of the Agent’srights in the Receivables, the Collections, the Purchase Agreement and anyLock-Box Account, (d) the enforcement by the Agent or the Purchasers of theobligations of the Seller under the Transaction Documents or of any Obligorunder a Receivable and (e) the maintenance by the Agent of the Lock-Boxes,Lock-Box Accounts and Collection Accounts, including fees, costs and expenses oflegal counsel for the Agent and Windmill relating to any of the foregoing or toadvising the Agent, Windmill and any Windmill Funding Source about its rightsand remedies under any Transaction Document or any related Funding Agreement andall costs and expenses (including counsel fees and expenses) of the Agent, eachPurchaser and each Windmill Funding Source in connection with the enforcement ofthe Transaction Documents or any Funding Agreement and in connection with theadministration of the Transaction Documents following a Termination Event.  TheSeller shall reimburse the Agent and Windmill for the cost of the Agent’s orWindmill’s auditors (which may be employees of such Person) auditing the books,records and procedures of the Seller.  The Agent and Windmill do not contemplateconducting such an audit more than once a year unless the Agent in good faithdeems more frequent audits advisable as a result of changed circumstances.  TheSeller shall reimburse Windmill for any amounts Windmill must pay to anyWindmill Funding Source pursuant to any Funding Agreement on account of anyTax.  The Seller shall reimburse Windmill on demand for all other costs andexpenses incurred by Windmill or any shareholder of Windmill in connection withthe Transaction Documents or the transactions contemplated thereby, includingthe cost of auditing Windmill’s books by certified public accountants, the costof the Ratings and the fees and out-of-pocket expenses of counsel of the Agent,Windmill or any shareholder, or administrator, of Windmill for advice relatingto Windmill’s operation to the extent related to the Transaction Documents orthe transactions contemplated thereby.           
*Section 6.4.     WithholdingTaxes. * (a) All payments made by theSeller hereunder shall be made without withholding for or on account of anypresent or future taxes (other than overall net income taxes on the recipient). If any such withholding is so required, the Seller shall make the withholding,pay the amount withheld to the appropriate authority before penalties attachthereto or interest accrues thereon and pay such additional amount as may benecessary to ensure that the net amount actually received by each Purchaser andthe Agent free and clear of such taxes (including such taxes on such additionalamount) is equal to the amount that Purchaser or the Agent (as the case may be)would have received had such withholding not been made.  If the Agent or anyPurchaser pays any such taxes, penalties or interest the Seller shall reimbursethe Agent or such Purchaser for that payment on demand.  If the Seller pays anysuch taxes, penalties or interest, it shall deliver official tax receiptsevidencing that payment or certified copies thereof to the Purchaser or Agent onwhose account such withholding was made (with a copy to the Agent if not therecipient of the original) on or before the thirtieth day after payment.           
(b)     Before the first date on which any amount is payablehereunder for the account of any Purchaser not incorporated under the laws ofthe USA such Purchaser shall deliver to the Seller and the Agent each two(2) duly completed copies of United States Internal Revenue Service Form W-8BENor W-8ECI (or successor applicable form) certifying that such Purchaser isentitled to receive payments hereunder without deduction or withholding of anyUnited States federal income taxes.  Each such Purchaser shall replace or updatesuch forms when necessary to maintain any applicable exemption and as requestedby the Agent or the Seller.             
*Section 6.5.     Payments andAllocations. *If any Personseeks compensation pursuant to this Article VI, such Person shall deliver to theSeller and the Agent a certificate setting forth the amount due to such Person,a description of the circumstance giving rise thereto and the basis of thecalculations of such amount, which certificate shall be conclusive absentmanifest error.  The Seller shall pay to the Agent (for the account of suchPerson) the amount shown as due on any such certificate within 10 Business Daysafter receipt of the notice. 
**ARTICLE VII**
**CONDITIONS PRECEDENT**
*Section 7.1. Conditions to Closing. * This Agreement shall becomeeffective on the first date all conditions in this Section 7.1 are satisfied. On or before such date, the Seller shall deliver to the Agent the followingdocuments in form, substance and quantity acceptable to the Agent:               
(a)      A Certificate of the Secretary of the Seller and of the Secretary ofthe Originator each certifying (i) the resolutions of such Person’s board ofdirectors approving each Transaction Document to which it is a party, (ii) thename, signature, and authority of each officer who executes on such Person’sbehalf a Transaction Document (on which certificate the Agent and each Purchasermay conclusively rely until a revised certificate is received), (iii) suchPerson’s certificate or articles of incorporation certified by the Secretary ofState of its state of incorporation, (iv) a copy of such Person’s by-laws and(v) good standing certificates issued by the Secretaries of State of eachjurisdiction where such Person has material operations.               
(b)     Executed counterparts of the Deposit Account Letters.               
(c)     Executed counterparts of the Amended and Restated Indemnity Agreement.              
(d)      Opinions of counsel to the Seller and Collection Agentreasonably satisfactory to the Agent covering such matters as the Agent or anyPurchaser may reasonably request.               
(e)      Such other approvals ordocuments as the Agent or Windmill may request.           
*Section 7.2.     Conditions to Each Purchase. * The obligation of each Liquidity Provider to make anyPurchase, and the right of the Seller to request or accept any Purchase, aresubject to the conditions (and each Purchase shall evidence the Seller’srepresentation and warranty that clauses (a)-(e) of this Section 7.2 have beensatisfied) that on the date of such Purchase before and after giving effect tothe Purchase:               
(a)      no Potential Termination Event shall thenexist or shall occur as a result of the Purchase;               
(b)      theLiquidity Termination Date has not occurred;               
(c)      after givingeffect to the application of the proceeds of such Purchase, (x) the outstandingMatured Aggregate Investment would not exceed the Aggregate Commitment and(y) the outstanding Aggregate Investment would not exceed the Purchase Limit;              
(d)      the representations and warranties of the Seller, theOriginator and the Collection Agent contained herein or in any other TransactionDocument are true and correct in all material respects on and as of such date(except to the extent such representations and warranties relate solely to anearlier date and then as of such earlier date);               
(e)      each ofthe Seller and the Originator is in full compliance with the TransactionDocuments (including all covenants and agreements in Article V); and               
(f)      all legal matters related to the Purchase aresatisfactory to the Purchasers. Nothing in this Section 7.2 limits theobligations (including those in the Transfer Agreement) of each LiquidityProvider to Windmill. 
**ARTICLE VIII**
**THE AGENT**
*Section 8.1. Appointment and Authorization.*Each Purchaser herebyirrevocably designates and appoints The Royal Bank of Scotland plc as the“Agent” hereunder and authorizes the Agent to take such actions and to exercisesuch powers as are delegated to the Agent hereby and to exercise such otherpowers as are reasonably incidental thereto.  The Agent shall hold, in its name,for the benefit of each Purchaser, the Purchase Interest of the Purchaser.  TheAgent shall not have any duties other than those expressly set forth herein orany fiduciary relationship with any Purchaser, and no implied obligations orliabilities shall be read into this Agreement, or otherwise exist, against theAgent.  The Agent does not assume, nor shall it be deemed to have assumed, anyobligation to, or relationship of trust or agency with, the Seller. Notwithstanding any provision of this Agreement or any other TransactionDocument, in no event shall the Agent ever be required to take any action whichexposes the Agent to personal liability or which is contrary to the provision ofany Transaction Document or applicable law.          
 *Section 8.2.     Delegation of Duties. * The Agent may execute anyof its duties through agents or attorneys-in-fact and shall be entitled toadvice of counsel concerning all matters pertaining to such duties.  The Agentshall not be responsible for the negligence or misconduct of any agents orattorneys-in-fact selected by it with reasonable care.           
*Section 8.3.     Exculpatory Provisions. * Neither the Agent nor any ofits directors, officers, agents or employees shall be liable for any actiontaken or omitted (i) with the consent or at the direction of the InstructingGroup or (ii) in the absence of such Persons gross negligence or willfulmisconduct.  The Agent shall not be responsible to any Purchaser or other Personfor any recitals, representations, warranties or other statements made by theSeller, the Originator or any of their Affiliates, (ii) the value, validity,effectiveness, genuineness, enforceability or sufficiency of any TransactionDocument, (iii) any failure of the Seller, the Originator or any of theirAffiliates to perform any obligation or (iv) the satisfaction of any conditionspecified in Article VII.  The Agent shall not have any obligation to anyPurchaser to ascertain or inquire about the observance or performance of anyagreement contained in any Transaction Document or to inspect the properties,books or records of the Seller, the Originator or any of their Affiliates.          
*Section 8.4.     Reliance by Agent. * The Agent shall in all cases beentitled to rely, and shall be fully protected in relying, upon any document,other writing or conversation believed by it to be genuine and correct and tohave been signed, sent or made by the proper Person and upon advice andstatements of legal counsel (including counsel to the Seller), independentaccountants and other experts selected by the Agent.  The Agent shall in allcases be fully justified in failing or refusing to take any action under anyTransaction Document unless it shall first receive such advice or concurrence ofthe Purchasers, and assurance of its indemnification, as it deems appropriate.          
*Section 8.5.     Assumed Payments. * Unless the Agent shall havereceived notice from the applicable Purchaser before the date of any Put or ofany Incremental Purchase that such Purchaser will not make available to theAgent the amount it is scheduled to remit as part of such Put or IncrementalPurchase, the Agent may assume such Purchaser has made such amount available tothe Agent when due (an *“Assumed Payment”*) and, in reliance upon suchassumption, the Agent may (but shall have no obligation to) make available suchamount to the appropriate Person.  If and to the extent that any Purchaser shallnot have made its Assumed Payment available to the Agent, such Purchaser (andthe Seller in the case of any Incremental Purchase) hereby agrees to pay theAgent forthwith on demand such unpaid portion of such Assumed Payment up to theamount of funds actually paid by the Agent, together with interest thereon foreach day from the date of such payment by the Agent until the date the requisiteamount is repaid to the Agent, at a rate per annum equal to the Federal FundsRate plus 2%.           
*Section 8.6.     Notice of Termination Events. * The Agent shall not bedeemed to have knowledge or notice of the occurrence of any PotentialTermination Event unless the Agent has received notice from any Purchaser or theSeller stating that a Potential Termination Event has occurred hereunder anddescribing such Potential Termination Event.  The Agent shall take such actionconcerning a Potential Termination Event as may be directed by the InstructingGroup (or, if required for such action, all of the Purchasers), but until theAgent receives such directions, the Agent may (but shall not be obligated to)take such action, or refrain from taking such action, as the Agent deemsadvisable and in the best interests of the Purchasers.           
*Section 8.7.     Non-Reliance on Agent and Other Purchasers. * EachPurchaser expressly acknowledges that neither the Agent nor any of its officers,directors, employees, agents, attorneys-in-fact or Affiliates has made anyrepresentations or warranties to it and that no act by the Agent hereaftertaken, including any review of the affairs of the Seller or the Originator,shall be deemed to constitute any representation or warranty by the Agent.  EachPurchaser represents and warrants to the Agent that, independently and withoutreliance upon the Agent or any other Purchaser and based on such documents andinformation as it has deemed appropriate, it has made and will continue to makeits own appraisal of and investigation into the business, operations, property,prospects, financial and other conditions and creditworthiness of the Seller,the Originator, and the Receivables and its own decision to enter into thisAgreement and to take, or omit, action under any Transaction Document.  TheAgent shall deliver each month to any Purchaser that so requests a copy of thePeriodic Report(s) received covering the preceding calendar month.  Except foritems specifically required to be delivered hereunder, the Agent shall not haveany duty or responsibility to provide any Purchaser with any informationconcerning the Seller, the Originator or any of their Affiliates that comes intothe possession of the Agent or any of its officers, directors, employees,agents, attorneys-in-fact or Affiliates.           
*Section 8.8.     Agent and Affiliates.*   The Agent and its Affiliatesmay extend credit to, accept deposits from and generally engage in any kind ofbusiness with the Seller, the Originator or any of their Affiliates and, in itsroles as a Liquidity Provider, RBS may exercise or refrain from exercising itsrights and powers as if it were not the Agent.  The parties acknowledge that RBSacts as agent for Windmill and subagent for Windmill’s management company invarious capacities, as well as providing credit facilities and other support forWindmill not contained in the Transaction Documents.           
*Section 8.9.     Indemnification. *Each Liquidity Provider shallindemnify and hold harmless the Agent and its officers, directors, employees,representatives and agents (to the extent not reimbursed by the Seller or theOriginator and without limiting the obligation of the Seller or the Originatorto do so), ratably in accordance with its Ratable Share from and against any andall liabilities, obligations, losses, damages, penalties, judgments,settlements, costs, expenses and disbursements of any kind whatsoever (includingin connection with any investigative or threatened proceeding, whether or notthe Agent or such Person shall be designated a party thereto) that may at anytime be imposed on, incurred by or asserted against the Agent or such Person asa result of, or related to, any of the transactions contemplated by theTransaction Documents or the execution, delivery or performance of theTransaction Documents or any other document furnished in connection therewith(but excluding any such liabilities, obligations, losses, damages, penalties,judgments, settlements, costs, expenses or disbursements resulting solely fromthe gross negligence or willful misconduct of the Agent or such Person asfinally determined by a court of competent jurisdiction).             
*Section 8.10.   Successor Agent.*   The Agent may, upon at least five(5) days notice to the Seller and each Purchaser, resign as Agent.  Suchresignation shall not become effective until a successor agent is appointed byan Instructing Group and has accepted such appointment.  Upon such acceptance ofits appointment as Agent hereunder by a successor Agent, such successor Agentshall succeed to and become vested with all the rights and duties of theretiring Agent, and the retiring Agent shall be discharged from its duties andobligations under the Transaction Documents.  After any retiring Agent’sresignation hereunder, the provisions of Article VI and this Article VIII shallinure to its benefit as to any actions taken or omitted to be taken by it whileit was the Agent. 
**ARTICLE IX**
**MISCELLANEOUS**
*Section 9.1. Termination. * Windmill shall cease to be a party heretowhen the Windmill Termination Date has occurred, Windmill holds no Investmentand all amounts payable to it hereunder have been indefeasibly paid in full. This Agreement shall terminate following the Liquidity Termination Date when noInvestment is held by a Purchaser and all other amounts payable hereunder havebeen indefeasibly paid in full, but the rights and remedies of the Agent andeach Purchaser concerning any representation, warranty or covenant made, ordeemed to be made, by the Seller and under Article VI and Section 8.9 shallsurvive such termination.           
*Section 9.2.     Notices. * Unless otherwise specified, all notices andother communications hereunder shall be in writing (including by telecopier orother facsimile communication), given to the appropriate Person at its addressor telecopy number set forth on the signature pages hereof or at such otheraddress or telecopy number as such Person may specify, and effective whenreceived at the address specified by such Person.  Each party hereto, however,authorizes the Agent to act on telephone notices of Purchases, Puts, andDiscount Rate and Tranche Period selections from any person the Agent in goodfaith believes to be acting on behalf of the relevant party and, at the Agent’soption, to tape record any such telephone conversation.  Each party heretoagrees to deliver promptly to the Agent a confirmation of each telephone noticegiven or received by such party (signed by an authorized officer of such party),but the absence of such confirmation shall not affect the validity of thetelephone notice.  The Agent’s records of all such conversations shall be deemedcorrect and, if the confirmation of a conversation differs in any materialrespect from the action taken by the Agent, the records of the Agent shallgovern absent manifest error.  The number of days for any advance noticerequired hereunder may be waived (orally or in writing) by the Person receivingsuch notice and, in the case of notices to the Agent, the consent of each Personto which the Agent is required to forward such notice.           
*Section 9.3.     Payments and Computations. *Notwithstanding anythingherein to the contrary, any amounts to be paid or transferred by the Seller orthe Collection Agent to, or for the benefit of, any Purchaser or any otherPerson shall be paid or transferred to the Agent (for the benefit of suchPurchaser or other Person).  The Agent shall promptly (and, if reasonablypracticable, on the day it receives such amounts) forward each such amount tothe Person entitled thereto and such Person shall apply the amount in accordanceherewith.  All amounts to be paid or deposited hereunder shall be paid ortransferred on the day when due in immediately available Dollars (and, if duefrom the Seller or Collection Agent, by 11:00 a.m. (Chicago time), with amountsreceived after such time being deemed paid on the Business Day following suchreceipt).  The Seller hereby authorizes the Agent to debit the Seller Accountfor application to any amounts owed by the Seller hereunder.  The Seller shall,to the extent permitted by law, pay to the Agent upon demand, for the account ofthe applicable Person, interest on all amounts not paid or transferred by theSeller or the Collection Agent when due hereunder at a rate equal to the PrimeRate plus 2%, calculated from the date any such amount became due until the datepaid in full.  Any payment or other transfer of funds scheduled to be made on aday that is not a Business Day shall be made on the next Business Day, and anyDiscount Rate or interest rate accruing on such amount to be paid or transferredshall continue to accrue to such next Business Day.  All computations ofinterest, fees, and Discount shall be calculated for the actual days elapsedbased on a 360 day year.           
*Section 9.4.     Sharing of Recoveries.*  Each Purchaser agrees that ifit receives any recovery, through set-off, judicial action or otherwise, on anyamount payable or recoverable hereunder in a greater proportion than should havebeen received hereunder or otherwise inconsistent with the provisions hereof,then the recipient of such recovery shall purchase for cash an interest inamounts owing to the other Purchasers (as return of Investment or otherwise),without representation or warranty except for the representation and warrantythat such interest is being sold by each such other Purchaser free and clear ofany Adverse Claim created or granted by such other Purchaser, in the amountnecessary to create proportional participation by the Purchasers in suchrecovery (as if such recovery were distributed pursuant to Section 2.3).  If allor any portion of such amount is thereafter recovered from the recipient, suchpurchase shall be rescinded and the purchase price restored to the extent ofsuch recovery, but without interest.           
*Section 9.5.     Right of Setoff. * During a Termination Event, eachPurchaser is hereby authorized (in addition to any other rights it may have) tosetoff, appropriate and apply (without presentment, demand, protest or othernotice which are hereby expressly waived) any deposits and any otherindebtedness held or owing by such Purchaser (including by any branches oragencies of such Purchaser) to, or for the account of, the Seller againstamounts owing by the Seller hereunder (even if contingent or unmatured).          
*Section 9.6.     Amendments.*  Except as otherwise expressly providedherein, no amendment or waiver hereof shall be effective unless signed by theSeller and the Instructing Group.  In addition, no amendment hereof shall,without the consent of (a) all the Liquidity Providers, (i) extend the LiquidityTermination Date or the date of any payment or transfer of Collections by theSeller to the Collection Agent or by the Collection Agent to the Agent,(ii) reduce the rate or extend the time of payment of Discount for anyEurodollar Tranche or Prime Tranche, (iii) reduce or extend the time of paymentof any fee payable to the Liquidity Providers, (iv) except as provided herein,release, transfer or modify any Liquidity Provider’s Purchase Interest or changeany Commitment, (v) amend the definition of Required Liquidity Providers,Instructing Group, Termination Event or Section 1.1, 1.2, 1.5, 1.7(a), 2.1, 2.2,2.3, 7.2 or 9.6, Article VI, or any provision of the Indemnity Agreement or anyobligation of the Originator thereunder, (vi) consent to the assignment ortransfer by the Seller or the Originator of any interest in the Receivablesother than transfers under the Transaction Documents or permit the Originator totransfer any of its obligations under any Transaction Document except asexpressly contemplated by the terms of the Transaction Documents, or (vii) amendany defined term relevant to the restrictions in clauses (i) through (vi) in amanner which would circumvent the intention of such restrictions or (b) theAgent, amend any provision hereof if the effect thereof is to affect theindemnities to, or the rights or duties of, the Agent or to reduce any feepayable for the Agent’s own account.  Notwithstanding the foregoing, the amountof any fee or other payment due and payable from the Seller to the Agent (forits own account), Windmill may be changed or otherwise adjusted solely with theconsent of the Seller and the party to which such payment is payable.  Anyamendment hereof shall apply to each Purchaser equally and shall be binding uponthe Seller, the Purchasers and the Agent.           
*Section 9.7.     Waivers. * No failure or delay of the Agent or anyPurchaser in exercising any power, right, privilege or remedy hereunder shalloperate as a waiver thereof, nor shall any single or partial exercise of anysuch power, right, privilege or remedy preclude any other or further exercisethereof or the exercise of any other power, right, privilege or remedy.  Anywaiver hereof shall be effective only in the specific instance and for thespecific purpose for which such waiver was given.  After any waiver, the Seller,the Purchasers and the Agent shall be restored to their former position andrights and any Potential Termination Event waived shall be deemed to be curedand not continuing, but no such waiver shall extend to (or impair any rightconsequent upon) any subsequent or other Potential Termination Event.  Anyadditional Discount that has accrued after a Termination Event before theexecution of a waiver thereof, solely as a result of the occurrence of suchTermination Event, may be waived by the Agent at the direction of the Purchaserentitled thereto or, in the case of Discount owing to the Liquidity Providers,of the Required Liquidity Providers.           
*Section 9.8.     Successors and Assigns; Participations; Assignments.*
(a)     *Successors and Assigns. * This Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns.  Except as otherwise provided herein, the Seller may not assign ortransfer any of its rights or delegate any of its duties without the priorconsent of the Agent and the Purchasers.            
(b)     *Participations.*  Any Purchaser may sell to one or more Persons(each a *“Participant”*) participating interests in the interests of suchPurchaser hereunder.  Such Purchaser shall remain solely responsible forperforming its obligations hereunder, and the Seller and the Agent shallcontinue to deal solely and directly with such Purchaser in connection with suchPurchaser’s rights and obligations hereunder.  Each Participant shall beentitled to the benefits of Article VI and shall have the right of setoffthrough its participation in amounts owing hereunder to the same extent as if itwere a Purchaser hereunder, which right of setoff is subject to suchParticipant’s obligation to share with the Purchasers as provided inSection 9.4.  A Purchaser shall not agree with a Participant to restrict suchPurchaser’s right to agree to any amendment hereto or to the Transfer Agreement,except amendments described in clause (a) of Section 9.6.            
(c)     Assignments by Liquidity Providers.  Any Liquidity Provider may assignto one or more Persons (*“Purchasing Liquidity Providers”*), acceptableto the Agent in its sole discretion, any portion of its Commitment as aLiquidity Provider hereunder and under the Transfer Agreement and PurchaseInterest pursuant to a supplement hereto and to the Transfer Agreement (a *“Transfer Supplement”*) in form satisfactory to the Agent executed by eachsuch Purchasing Liquidity Provider, such selling Liquidity Provider and theAgent.  Any such assignment by a Liquidity Provider must be for an amount of atleast Five Million Dollars.  Each Purchasing Liquidity Provider shall pay a feeof Three Thousand Dollars to the Agent.  Any partial assignment shall be anassignment of an identical percentage of such selling Liquidity Provider’sInvestment and its Commitment as a Liquidity Provider hereunder and under theTransfer Agreement.  Upon the execution and delivery to the Agent of theTransfer Supplement and payment by the Purchasing Liquidity Provider to theselling Liquidity Provider of the agreed purchase price, such selling LiquidityProvider shall be released from its obligations hereunder and under the TransferAgreement to the extent of such assignment and such Purchasing LiquidityProvider shall for all purposes be a Liquidity Provider party hereto and shallhave all the rights and obligations of a Liquidity Provider hereunder to thesame extent as if it were an original party hereto and to the Transfer Agreementwith a Commitment as a Liquidity Provider, an Investment and any relatedAssigned Windmill Settlement described in the Transfer Supplement.            
(d)     Replaceable Liquidity Providers.  If any Liquidity Provider (a *“Replaceable Liquidity Provider”*) shall (i) petition the Seller for anyamounts under Section 6.2 or (ii) cease to have a short-term debt rating of“A-1+” by S&P and “P-1” by Moody’s, the Seller or Windmill may designate areplacement financial institution (a “Replacement Liquidity Provider”)acceptable to the Agent, in its sole discretion, to which such ReplaceableLiquidity Provider shall, subject to its receipt of an amount equal to itsInvestment, any related Assigned Windmill Settlement, and accrued Discount andfees thereon (plus, from the Seller, any Early Payment Fee that would have beenpayable if such transferred Investment had been paid on such date) and allamounts payable under Section 6.2, promptly assign all of its rights,obligations and Liquidity Provider Commitment hereunder and under the TransferAgreement, together with all of its Purchase Interest, and any related AssignedWindmill Settlement, to the Replacement Liquidity Provider in accordance withSection 9.8(c).            
(e)     Assignment by Windmill.  Each party hereto agrees and consents (i) toWindmill’s assignment, participation, grant of security interests in or othertransfers of any portion of, or any of its beneficial interest in, the WindmillPurchase Interest and the Windmill Settlement and (ii) to the completeassignment by Windmill of all of its rights and obligations hereunder to RBS orany other Person, and upon such assignment Windmill shall be released from allobligations and duties hereunder; provided, however, that Windmill may not,without the prior consent of the Required Liquidity Providers, transfer any ofits rights under the Transfer Agreement to cause the Liquidity Providers topurchase the Windmill Purchase Interest and the Windmill Settlement unless theassignee (i) is a corporation whose principal business is the purchase of assetssimilar to the Receivables, (ii) has RBS as its administrative agent and(iii) issues commercial paper with credit ratings substantially comparable tothe Ratings.  Windmill shall promptly notify each party hereto of any suchassignment.  Upon such an assignment of any portion of Windmill’s PurchaseInterest and the Windmill Settlement, the assignee shall have all of the rightsof Windmill hereunder relate to such Windmill Purchase Interest and WindmillSettlement.             
(f)     Opinions of Counsel.  If required by the Agent or to maintain theRatings, each Transfer Supplement must be accompanied by an opinion of counselof the assignee as to such matters as the Agent may reasonably request.          
*Section 9.9.     Intended Tax Characterization. * It is the intention ofthe parties hereto that, for the purposes of all Taxes, the transactionscontemplated hereby shall be treated as a loan by the Purchasers (through theAgent) to the Seller that is secured by the Receivables (the *“Intended TaxCharacterization”*).  The parties hereto agree to report and otherwise toact for the purposes of all Taxes in a manner consistent with the Intended TaxCharacterization.  As provided in Section 5.1(g), the Seller hereby grants tothe Agent, for the ratable benefit of the Purchasers, a security interest in allReceivables and Collections to secure the payment of all amounts other thanInvestment owing hereunder and (to the extent of the Sold Interest) to securethe repayment of all Investment.         
*Section 9.10.     Waiver of Confidentiality. * The Seller herebyconsents to the disclosure of any nonpublic information relating to the Seller,any Affiliate, or the Transaction Documents among the Agent and the Purchasersand by the Agent or the Purchasers to (i) any officers, directors, members,managers, employees or outside accountants, auditors or attorneys thereof,(ii) any prospective or actual assignee or participant, (iii) any rating agency,surety, guarantor or credit or liquidity enhancer to the Agent or any Purchaser,(iv) any entity organized to purchase, or make loans secured by, financialassets for which RBS provides managerial services or acts as an administrativeagent, (v) Windmill’s administrator, management company, referral agents,issuing agents or depositaries or CP Dealers and (vi) Governmental Authoritieswith appropriate jurisdiction.         
*Section 9.11.     Confidentiality of Agreement. * Unless otherwiseconsented to by the Agent, the Seller hereby will not disclose the contents ofany Transaction Document, or any other confidential or proprietary informationfurnished by the Agent or any Purchaser, to any Person other than to itsauditors and attorneys or as required by applicable law.    
*Section 9.12.     Agreement Not to Petition.*   Each party heretoagrees, for the benefit of the holders of the privately or publicly placedindebtedness for borrowed money for Windmill, not, prior to the date which isone (1) year and one (1) day after the payment in full of all such indebtedness,to acquiesce, petition or otherwise, directly or indirectly, invoke, or causeWindmill to invoke, the process of any Governmental Authority for the purpose of(a) commencing or sustaining a case against Windmill under any federal or statebankruptcy, insolvency or similar law (including the Federal Bankruptcy Code),(b) appointing a receiver, liquidator, assignee, trustee, custodian,sequestrator or other similar official for Windmill, or any substantial part ofits property, or (c) ordering the winding up or liquidation of the affairs ofWindmill.  The provisions of this Section 9.12 shall survive termination of thisAgreement.         
*Section 9.13.     Excess Funds. * Notwithstanding any provisionscontained in this Agreement to the contrary, Windmill shall not, and shall notbe obligated to, pay any amount pursuant to this Agreement unless (i) Windmillhas received funds which may be used to make such payment and which funds arenot required to repay its commercial paper notes when due and (ii) after givingeffect to such payment, either (x) Windmill could issue commercial paper notesto refinance all of its outstanding commercial paper notes (assuming suchoutstanding commercial paper notes matured at such time) in accordance with theprogram documents governing Windmill's securitization program or (y) all ofWindmill's commercial paper notes are paid in full.  Any amount which Windmilldoes not pay pursuant to the operation of the preceding sentence shall notconstitute a claim (as defined in §101 of the United States Bankruptcy Code)against or corporate obligation of Windmill for any such insufficiency unlessand until Windmill satisfies the provisions of clauses (i) and (ii) above. Theprovisions of this Section 9.13 shall survive the termination of this Agreement.        
*Section 9.14.     No Recourse.*  The obligations of Windmill, itsmanagement company, its administrator and its referral agents (each a *“Program Administrator”*) under any Transaction Document or other document(each, a *“Program Document”*) to which a Program Administrator is aparty are solely the corporate obligations of such Program Administrator and norecourse shall be had for such obligations against any Affiliate, director,officer, member, manager, employee, attorney or agent of any ProgramAdministrator. 
*Section 9.15.     Limitation of Liability. * No Person shall make aclaim against the Agent or any Purchaser (or their respective Affiliates,directors, officers, members, managers, employees, attorneys or agents) for anyspecial, indirect, consequential or punitive damages under any claim for breachof contract or other theory of liability in connection with the TransactionDocuments or the transactions contemplated thereby, and the Seller (for itself,the Collection Agent and all other Persons claiming by or through the Seller)hereby waives any claim for any such damages.         
*Section 9.16.     Headings; Counterparts. * Article and Section Headingsin this Agreement are for reference only and shall not affect the constructionof this Agreement.  This Agreement may be executed by different parties on anynumber of counterparts, each of which shall constitute an original and all ofwhich, taken together, shall constitute one and the same agreement.         
*Section 9.17.     Cumulative Rights and Severability.*  All rights andremedies of the Purchasers and Agent hereunder shall be cumulative andnon-exclusive of any rights or remedies such Persons have under law orotherwise.  Any provision hereof that is prohibited or unenforceable in anyjurisdiction shall, in such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisionshereof and without affecting such provision in any other jurisdiction.         
*Section 9.18.     Governing Law; Submission to Jurisdiction.*   This Agreement shall be governed by, and construed in accordance with, theinternal laws (and not the law of conflicts) of the State of Illinois.  TheSeller hereby submits to the nonexclusive jurisdiction of the United StatesDistrict Court for the Northern District of Illinois and of any Illinois statecourt sitting in Chicago, Illinois for purposes of all legal proceedings arisingout of, or relating to, the Transaction Documents or the transactionscontemplated thereby.  The Seller hereby irrevocably waives, to the fullestextent permitted by law, any objection it may now or hereafter have to the venueof any such proceeding and any claim that any such proceeding has been broughtin an inconvenient forum.  Nothing in this Section 9.18 shall affect the rightof the Agent or any Purchaser to bring any action or proceeding against theSeller or its property in the courts of other jurisdictions.         
*Section 9.19.     WAIVER OF TRIAL BY JURY.*  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.
*Section 9.20.     Entire Agreement.*The Transaction Documentsconstitute the entire understanding of the parties thereto concerning thesubject matter thereof.  Any previous or contemporaneous agreements, whetherwritten or oral, concerning such matters are superseded thereby.             
*Section 9.21.   Original Agreement.*  This Agreement amends andreplaces in its entirety the Original Agreement.  Reference to this specificAgreement need not be made in any agreement, document, instrument, letter,certificate, the Original Agreement itself, or any communication issued or madepursuant to or with respect to the Original Agreement, any reference to theOriginal Agreement being sufficient to refer to the Original Agreement asamended and restated hereby. 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executedand delivered by their duly authorized officers as of the date hereof. 
THE ROYAL BANK OF SCOTLAND PLC,                                                                                    THE ROYAL BANK OF SCOTLAND PLC,  as the Agent                                                                                                                                        as a Liquidity Provider
By_______________________________________                                                             By__________________________________       Title________________________________                                                                          Title_____________________________ 
By_______________________________________                                                             By__________________________________       Title________________________________                                                                          Title_____________________________       Address:        540 West MadisonStreet                                                                                        Address:      540 West Madison Street                              Chicago, Illinois  60661                                                                                                                   Chicago, Illinois  60661                             Attention:          Purchaser Agent-                                                                                                Attention:  Administrator-                                                         Windmill                                                                                                                                     Windmill      Telephone:   (312)338-3491                                                                                                               Telephone:     (312) 338-3491     Telecopy:      (312) 338-0140                                                                                                              Telecopy:        (312) 338-0140 
WINDMILL FUNDING CORPORATION
By____________________________________       Title________________________________      Address:        c/o Global SecuritizationServices, LLC**