Exhibit 10.6

EXECUTION COPY

RECEIVABLES FUNDING AGREEMENT

Dated
as of November 6, 2002

by
and among

SUPERIOR
ESSEX FUNDING LLC,

as
Borrower,

SUPERIOR
TELECOMMUNICATIONS INC.,

as
Servicer,

THE
FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME,

as
Lenders

and

GENERAL
ELECTRIC CAPITAL CORPORATION,

as
a Lender and as Administrative Agent

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TABLE OF CONTENTS

|                                             |  |                                                                              |  | Page
|-------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ----
|ARTICLE I. DEFINITIONS AND INTERPRETATION    |  | 1                                                                           
|Section 1.01.                                |  | Definitions                                                                  |  | 1   
|Section 1.02.                                |  | Rules of Construction                                                        |  | 1   
|ARTICLE II. AMOUNTS AND TERMS OF ADVANCES    |  | 1                                                                           
|Section 2.01.                                |  | Advances                                                                     |  | 1   
|Section 2.02.                                |  | Optional Changes in Maximum Facility Amount                                  |  | 2   
|Section 2.03.                                |  | Procedures for Making Advances                                               |  | 3   
|Section 2.04.                                |  | Pledge and Release of Transferred Receivables                                |  | 5   
|Section 2.05.                                |  | Commitment Termination Date                                                  |  | 5   
|Section 2.06.                                |  | Interest; Charges                                                            |  | 5   
|Section 2.07.                                |  | Fees                                                                         |  | 6   
|Section 2.08.                                |  | Application of Funds in Collection Account; Time and Method of Payments      |  | 7   
|Section 2.09.                                |  | Capital Requirements; Additional Costs                                       |  | 8   
|Section 2.10.                                |  | Breakage Costs                                                               |  | 9   
|Section 2.11.                                |  | Funding Excess                                                               |  | 10  
|ARTICLE III. CONDITIONS PRECEDENT            |  | 10                                                                          
|Section 3.01.                                |  | Conditions to Effectiveness of Agreement                                     |  | 10  
|Section 3.02.                                |  | Conditions Precedent to All Advances                                         |  | 11  
|ARTICLE IV. REPRESENTATIONS AND WARRANTIES   |  | 12                                                                          
|Section 4.01.                                |  | Representations and Warranties of the Borrower                               |  | 12  
|ARTICLE V. GENERAL COVENANTS OF THE BORROWER |  | 18                                                                          
|Section 5.01.                                |  | Affirmative Covenants of the Borrower                                        |  | 18  
|Section 5.02.                                |  | Reporting Requirements of the Borrower                                       |  | 20  
|Section 5.03.                                |  | Negative Covenants of the Borrower                                           |  | 20  
|ARTICLE VI. ACCOUNTS                         |  | 23                                                                          
|Section 6.01.                                |  | Establishment of Accounts                                                    |  | 23  
|ARTICLE VII. SERVICER PROVISIONS             |  | 24                                                                          
|Section 7.01.                                |  | Appointment of the Servicer                                                  |  | 24  
|Section 7.02.                                |  | Duties and Responsibilities of the Servicer                                  |  | 25  
|Section 7.03.                                |  | Collections on Receivables                                                   |  | 25  
|Section 7.04.                                |  | Authorization of the Servicer                                                |  | 25  
|Section 7.05.                                |  | Servicing Fees                                                               |  | 26  
|Section 7.06.                                |  | Representations and Warranties of the Servicer                               |  | 26  
|Section 7.07.                                |  | Covenants of the Servicer                                                    |  | 28  
|Section 7.08.                                |  | Reporting Requirements of the Servicer                                       |  | 29  
|ARTICLE VIII. GRANT OF SECURITY INTERESTS    |  | 30                                                                          
|Section 8.01.                                |  | Borrower's Grant of Security Interest                                        |  | 30  
|Section 8.02.                                |  | Borrower's Agreements                                                        |  | 31  
|Section 8.03.                                |  | Delivery of Collateral                                                       |  | 31  
|Section 8.04.                                |  | Borrower Remains Liable                                                      |  | 31  
|Section 8.05.                                |  | Covenants of the Borrower and the Servicer Regarding the Borrower Collateral |  | 31  
|ARTICLE IX. TERMINATION EVENTS               |  | 34                                                                          
|Section 9.01.                                |  | Termination Events                                                           |  | 34  
|Section 9.02.                                |  | Events of Servicer Termination                                               |  | 37  

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|ARTICLE X. REMEDIES                       |  | 38                                                                            
|----------------------------------------- |  | ------------------------------------------------------------------------------
|Section 10.01.                            |  | Actions Upon Termination Event                                                
|Section 10.02.                            |  | Exercise of Remedies                                                          
|Section 10.03.                            |  | Power of Attorney                                                             
|Section 10.04.                            |  | Continuing Security Interest                                                  
|ARTICLE XI. SUCCESSOR SERVICER PROVISIONS |  | 40                                                                            
|Section 11.01.                            |  | Servicer Not to Resign                                                        
|Section 11.02.                            |  | Appointment of the Successor Servicer                                         
|Section 11.03.                            |  | Duties of the Servicer                                                        
|Section 11.04.                            |  | Effect of Termination or Resignation                                          
|ARTICLE XII. INDEMNIFICATION              |  | 41                                                                            
|Section 12.01.                            |  | Indemnities by the Borrower                                                   
|Section 12.02.                            |  | Indemnities by the Servicer                                                   
|ARTICLE XIII. ADMINISTRATIVE AGENT        |  | 43                                                                            
|Section 13.01.                            |  | Authorization and Action                                                      
|Section 13.02.                            |  | Reliance                                                                      
|Section 13.03.                            |  | GE Capital and Affiliates                                                     
|Section 13.04.                            |  | Lender Credit Decision                                                        
|Section 13.05.                            |  | Indemnification                                                               
|Section 13.06.                            |  | Successor Administrative Agent                                                
|Section 13.07.                            |  | Setoff and Sharing of Payments                                                
|ARTICLE XIV. MISCELLANEOUS                |  | 46                                                                            
|Section 14.01.                            |  | Notices                                                                       
|Section 14.02.                            |  | Binding Effect; Assignability                                                 
|Section 14.03.                            |  | Termination; Survival of Borrower Obligations Upon Commitment Termination Date
|Section 14.04.                            |  | Costs, Expenses and Taxes                                                     

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|Section 14.05. |  | Confidentiality                                              |  | 50
|-------------- |  | ------------------------------------------------------------ |  | --
|Section 14.06. |  | Complete Agreement; Modification of Agreement                |  | 51
|Section 14.07. |  | Amendments and Waivers                                       |  | 51
|Section 14.08. |  | No Waiver; Remedies                                          |  | 52
|Section 14.09. |  | GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL |  | 52
|Section 14.10. |  | Counterparts                                                 |  | 53
|Section 14.11. |  | Severability                                                 |  | 53
|Section 14.12. |  | Section Titles                                               |  | 53
|Section 14.13. |  | Further Assurances                                           |  | 54

|EXHIBITS         |  |                                                                                                                       
|---------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit 2.01(b)  |  | Form of Revolving Note                                                                                                
|Exhibit 2.02(a)  |  | Form of Commitment Reduction Notice                                                                                   
|Exhibit 2.02(b)  |  | Form of Commitment Termination Notice                                                                                 
|Exhibit 2.03(a)  |  | Form of Borrowing Request                                                                                             
|Exhibit 2.03(h)  |  | Form of Repayment Notice                                                                                              
|Exhibit 2.06(c)  |  | Notice of Conversion/Continuation                                                                                     
|Exhibit 5.02(b)  |  | Form of Borrowing Base Certificate                                                                                    
|Exhibit 10.03    |  | Form of Power of Attorney                                                                                             
|Exhibit 14.02(b) |  | Form of Assignment Agreement                                                                                          
|Exhibit A        |  | Credit and Collection Policy                                                                                          
|Schedule 2.02    |  | Asset Sales                                                                                                           
|Schedule 3.01(h) |  | Amendment No. 9 to Credit Agreement                                                                                   
|Schedule 4.01(b) |  | Jurisdiction of organization/organizational number; Executive Offices; Collateral Locations; Corporate or Other Names;
|Schedule 4.01(d) |  | Litigation                                                                                                            
|Schedule 4.01(i) |  | Tax Matters/Borrower                                                                                                  
|Schedule 4.01(q) |  | Deposit and Disbursement Accounts/Borrower                                                                            
|Schedule 5.01(b) |  | Trade Names/Borrower                                                                                                  
|Schedule 5.03(b) |  | Existing Liens                                                                                                        
|Schedule 7.06(c) |  | Servicer Litigation                                                                                                   
|Schedule 7.06(e) |  | Servicer Taxes                                                                                                        
|Schedule 7.07(b) |  | Servicer Trade Names                                                                                                  
|Annex 5.02(a)    |  | Reporting Requirements of the Borrower (including Form of Monthly Report)                                             
|Annex W          |  | Administrative Agent's Account/Lenders' Accounts                                                                      
|Annex X          |  | Definitions                                                                                                           
|Annex Y          |  | Schedule of Documents                                                                                                 
|Annex Z          |  | Special Concentration Percentages                                                                                     

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THIS RECEIVABLES FUNDING AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, the "Agreement") is
entered into as of November 6, 2002 by and among SUPERIOR ESSEX FUNDING LLC, a Delaware limited liability company (the "Borrower"), Superior
Telecommunications Inc., a Delaware corporation, in its capacity as servicer hereunder (in such capacity, the "Servicer"), the financial
institutions signatory hereto from time to time as lenders (the "Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a
Lender and as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent").

RECITALS

A.    The
Borrower is a special purpose limited liability company the sole member of which is Essex Group, Inc., a Michigan corporation (in such capacity, the
"Member").

B.    The
Borrower has been formed for the purpose of purchasing, or otherwise acquiring by capital contribution, Receivables of the Originators party to the Sale Agreement.

C.    The
Borrower intends to fund its purchases of the Receivables, in part, by borrowing Advances hereunder and pledging all of its right, title and interest in and to the
Receivables as security therefor, and, subject to the terms and conditions hereof, the Lenders intend to make such Advances, from time to time, as described herein.

D.    The
Administrative Agent has been requested and is willing to act as administrative agent on behalf of each of the Lenders in connection with the making and financing of
such Advances.

E.    In
order to effectuate the purposes of this Agreement, each of the Lenders desires to appoint Superior Telecommunications Inc. to service, administer and collect
the Receivables securing the Advances pursuant to this Agreement and Superior Telecommunications Inc. is willing to act in such capacity as Servicer hereunder on the terms and conditions set
forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section 1.01.Definitions.Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them inAnnex X.

Section 1.02.Rules of Construction.For purposes of this Agreement, the rules of construction set forth
inAnnex Xshall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken together with
this Agreement, shall constitute but a single agreement.

ARTICLE II.

AMOUNTS AND TERMS OF ADVANCES

Section 2.01.Advances.

(a)  From
and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, each Lender severally agrees to make its Pro
Rata Share of advances (each such advance hereunder, an "Advance" and the Advance of the Lenders collectively made at any time, and as thereafter
converted or continued, being a "Borrowing") to the Borrower from time to
time. The Outstanding Principal Amount of any Lender shall not at any time exceed its separate Commitment. Under no circumstances shall a Lender make any Advances if, after giving effect thereto,

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a Funding Excess would exist. The aggregate amount of Borrowings outstanding shall not exceed at any time the Borrowing Base, as determined by the most recent Borrowing Base Certificate or Borrowing
Request delivered by the Borrower hereunder. The Borrower may from time to time borrow, repay and reborrow Advances hereunder on the terms and conditions set forth herein.

(b)  The
Borrower shall execute and deliver to each Lender a note to evidence the Advances which may be made hereunder from time to time by such Lender. Each such note shall
be in the principal amount of the Commitment of the applicable Lender, dated the Closing Date and substantially in the form ofExhibit 2.01(b)(each, a "Revolving
Note"). Each Revolving Note shall represent the obligation of Borrower to pay the amount of each Lender's
Commitment or, if less, the Lender's Pro Rata Share of the aggregate unpaid principal amount of all outstanding Advances made to the Borrower, together with interest thereon as prescribed in Section 2.06.The Outstanding Principal Amount of Advances and all other accrued and unpaid Borrower Obligations shall be immediately due and
payable in full in immediately available funds on the Commitment Termination Date.

Section 2.02.Optional Changes in Maximum Facility Amount.

(a)  So
long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may, not more than twice during each calendar year,
reduce the Aggregate Commitment permanently (providedthat any such reduction resulting from the transaction described on Schedule 2.02 shall not
be counted for this purpose);provided,that (i) the Borrower shall give ten Business Days' prior written notice of any such reduction to the
Administrative Agent substantially in the form ofExhibit 2.02(a)(each such notice, a "Commitment Reduction
Notice"), (ii) any partial reduction of the Aggregate Commitment shall be in a minimum amount of $5,000,000 or an integral multiple thereof, (iii) no such partial
reduction shall reduce the Aggregate Commitment below the greater of (x) the Outstanding Principal Amount at such time and (y) $50,000,000 and (iv) the Borrower shall pay the
Prepayment Premium with respect to such reduction if such reduction occurs prior to the third anniversary of the Closing Date;provided, however, that
the Borrower shall not have to pay a Prepayment Premium with respect to a single reduction of the Aggregate Commitment, at the Borrower's option, to an amount not less than $110,000,000, but only if
such reduction is in connection with the sale of the assets of the Originators described onSchedule 2.02made on or before December 31,
2002. Any such reduction in the Aggregate Commitment shall result in a reduction in each Lender's Commitment in an amount equal to such Lender's Pro Rata Share of the amount by which the Aggregate
Commitment is being reduced.

(b)  The
Borrower may, at any time, on at least 20 days' prior written notice, by the Borrower to the Administrative Agent irrevocably terminate the Aggregate
Commitment;provided, that (i) such notice of termination shall be substantially in the form ofExhibit 2.02(b)(the "Commitment Termination Notice"), (ii) the Borrower shall reduce the Outstanding Principal Amount to zero and make
all payments required bySection 2.03(h)at the time and in the manner specified therein and (iii) the Borrower shall pay the Prepayment
Premium if such termination occurs prior to the third anniversary of the Closing Date. Upon such termination, the Borrower's right to request that any Lender make Advances hereunder shall
simultaneously terminate and the Commitment Termination Date shall automatically occur. In addition to the foregoing, the Borrower hereby agrees to pay the Prepayment Premium if it voluntarily causes
a Termination Event to occur prior to the third anniversary of the Closing Date.

(c)  Each
written notice required to be delivered pursuant toSections 2.02(a)and(b)shall be irrevocable and shall be effective (i) on the day of receipt if
received by the Administrative Agent and the Lenders not later than 4:00 p.m. (New York
time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Lenders after such time on such Business Day or if any such notice
is received on a day other than a Business Day (regardless of

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the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate
Commitment.

Section 2.03.Procedures for Making Advances.

(a)Borrowing Requests.Each Borrowing shall be made upon notice by the Borrower to the Administrative Agent in the manner
provided herein. Any such notice must be given in writing so that it is received no later than (1) 12:00 Noon (New York time) on the Business Day of the proposed Advance Date set forth therein
in the case of an Index Rate Advance or (2) 12:00 Noon (New York time) on the date which is three (3) Business Days prior to the proposed Advance Date set forth therein in the case of a
LIBOR Rate Advance. Each such notice (a "Borrowing Request") shall (i) be substantially in the form of Exhibit 2.03(a), (ii) be irrevocable
and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of
$250,000) and the proposed Advance Date (which shall be a Business Day), and shall include such other information as may be required by the Lenders and the Administrative Agent. If the Borrower
requests LIBOR Rate Advances it must comply withSection 2.06(c).

(b)Advances; Payments.



(c)Availability of Lenders' Advances.The Administrative Agent may assume that each Lender will make its Pro Rata Share of
each Borrowing available to the Administrative Agent on each Advance Date. If the Administrative Agent has made available to the Borrower such Lender's Pro Rata Share of a Borrowing but such Pro Rata
Share is not, in fact, paid to the Administrative Agent by such Lender when due, the Administrative Agent will be entitled to recover such amount on demand from such Lender without
set-off, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon the Administrative Agent's demand, the Administrative Agent shall

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promptly notify the Borrower and the Borrower shall immediately repay such amount to the Administrative Agent; any such prepayment shall be without any prepayment or penalty, including any payment of
Breakage Costs described inSection 2.10.Nothing in thisSection 2.03(c)or elsewhere in
this Agreement or the other Related Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its
Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. To the extent that the Administrative Agent advances
funds to the Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, the Administrative Agent shall be entitled to retain for its account all
interest accrued on such Advance from the date of such Advance to the date such Advance is reimbursed by the applicable Lender.

(d)Return of Payments.(i) If the Administrative Agent pays an amount to a Lender under this Agreement in the belief
or expectation that a related payment has been or will be received by the Administrative Agent from the Borrower and such related payment is not received by the Administrative Agent, then the
Administrative Agent will be entitled to recover such amount from such Lender on demand without set-off, counterclaim or deduction of any kind.



(e)Non-Funding Lenders.The failure of any Lender (such Lender, a
"Non-Funding Lender") to make any Advance to be made by it on the date specified therefor shall not relieve any other Lender (each such
other Lender, an "Other Lender") of its obligations to make the Advance to be made by it, but neither any Other Lender nor the Administrative Agent
shall be responsible for the failure of any Non-Funding Lender to make an Advance to be made by such Non-Funding Lender. Notwithstanding anything set forth herein to the
contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Related Document or constitute a "Lender" (or be included in the calculation of
"Requisite Lenders" hereunder) for any voting or consent rights under or with respect to any Related Document unless and until such Non-Funding Lender shall have cured in full its failures
to make Advances hereunder.

(f)Dissemination of Information.The Administrative Agent will use reasonable efforts to provide Lenders with
(i) copies of all notices and other documents provided to the Administrative Agent pursuant toSection 5.02,(ii) any notice of an
Incipient Termination Event or Termination Event received by the Administrative Agent from, or delivered by the Administrative Agent to, the Borrower, (iii) notice of any Termination Event of
which the Administrative Agent has actually become aware and (iv) notice of any action taken by the Administrative Agent following any Termination Event;provided,
however, that the Administrative Agent shall not be liable to any Lender for any failure to do so.

(g)Actions in Concert.Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other
Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Revolving Notes (including exercising any rights of set-off) without first
obtaining the prior written consent of the Administrative Agent or the Requisite Lenders, it being the intent of the Lenders that any such action to protect or enforce rights under this

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Agreement and the Revolving Notes shall be taken in concert and at the direction or with the consent of the Administrative Agent.

(h)Principal Repayments. The Borrower may at any time repay outstanding Advances hereunder;providedthat (i) the Borrower shall give one Business Day's prior written
notice of any such repayment to the Administrative Agent substantially in the form of Exhibit 2.03(h)(each such notice, a "Repayment Notice"),
(ii) each such notice shall be
irrevocable, (iii) each such notice shall specify the amount of the requested repayment and the proposed date of such repayment (which shall be a Business Day) and
(iv) any such repayment must be accompanied by payment of (A) all interest accrued and unpaid on the portion of the Outstanding Principal Amount being repaid through but excluding the
date of such repayment and (B) any amounts required to be paid in accordance withSection 2.10, if any. Any such notice of repayment must
be received by the Administrative Agent no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed repayment;provided,
further, that the foregoing requirements shall not apply to repayment of the outstanding principal amount of Advances as a result of the application of amounts on deposit in
the Collection Account pursuant toSection 2.08.

Section 2.04.Pledge and Release of Transferred Receivables.

(a)Pledge.The Borrower shall indicate in its Records that the Transferred Receivables have been pledged hereunder and that
the Administrative Agent has a lien on and security interest in all such Transferred Receivables for the benefit of the Lenders. The Borrower and the Servicer shall hold all Contracts and other
documents relating to such Transferred Receivables in trust for the benefit of the Administrative Agent on behalf of the Lenders in accordance with their interests hereunder. The Borrower and the
Servicer hereby acknowledge that their retention and possession of such Contracts and documents shall at all times be at the sole discretion of the Administrative Agent and in a custodial capacity for
the Administrative Agent's (on behalf of the Lenders) benefit only.

(b)Repurchases of Transferred Receivables.If an Originator is required to repurchase Transferred Receivables from the
Borrower pursuant toSection 4.04of the Sale Agreement, upon payment by such Originator to the Collection Account of the applicable repurchase
price thereof (which repurchase price shall not be less than an amount equal to the Billed Amount of such Transferred Receivableminusthe sum of
(A) Collections received in respect thereof and (B) the amount of any Dilution Factors taken into account in the calculation of the Sale Price therefor), the Administrative Agent and the
Lenders shall release their liens on and security interests in the Transferred Receivables being so repurchased.

Section 2.05.Commitment Termination Date.Notwithstanding anything to the contrary set forth herein, no
Lender shall have any obligation to make any Advances from and after the Commitment Termination Date.

Section 2.06.Interest; Charges.

(a)  The
Borrower shall pay interest to the Administrative Agent, for the ratable benefit of the Lenders, with respect to each Advance made or maintained by each Lender, in
arrears on each applicable Interest Payment Date, (i) for each LIBOR Rate Advance, at the applicable LIBOR Rate for the relevant LIBOR Period then ending, and (ii) for all of the Index
Rate Advances outstanding from time to time, at the applicable Index Rate as in effect from time to time during the immediately preceding calendar month, based on the aggregate outstanding amount of
Index Rate Advances outstanding from time to time during such month. Interest for each LIBOR Rate Advance or Index Rate Advance shall
be calculated based upon actual days elapsed during the related LIBOR Period, with respect to each LIBOR Rate Advance, or during the applicable calendar month, with respect to each Index Rate Advance,
for a 360 day year based upon actual days elapsed since the last Interest Payment Date.

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(b)  So
long as any Termination Event shall have occurred and be continuing, the interest rates applicable to each Advance and any other unpaid Borrower Obligation hereunder
shall be increased by two percent (2.0%) per annum (such increased rate, the "Default Rate"), and all outstanding Borrowing Obligations shall bear interest at the applicable Default Rate from the date
of such Termination Event until such Termination Event is waived.

(c)  So
long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 3.02,the Borrower shall
have the option to (i) request that any Borrowing be made as Index Rate Advances or as LIBOR Rate
Advances, (ii) convert at any time all or any part of the outstanding Advances of a Borrowing from Index Rate Advances to LIBOR Rate Advances, (iii) convert all or any part of LIBOR Rate
Advances of a Borrowing to Index Rate Advances, subject to payment of Breakage Costs in accordance withSection 2.10if such conversion is made
prior to the expiration of the LIBOR Period applicable thereto, or (iv) continue all or any portion of the LIBOR Rate Advances of a Borrowing upon the expiration of the applicable LIBOR Period
and the succeeding LIBOR Period of those continued LIBOR Rate Advances shall commence on the last day of the LIBOR Period of the LIBOR Rate Advances to be continued;providedthat except as provided inSection 2.09(d), all Advances comprising a Borrowing shall be either Index Rate Advances or
LIBOR Rate Advances, as the case may be. Any Advances of a Borrowing to be made or continued as, or converted into, LIBOR Rate Advances must be in an aggregate amount equal to $1,000,000 or an
integral multiple of $500,000 in excess of $1,000,000. Any such election must be made by 11:00 a.m. (New York time) on (A) the third (3rd) Business Day prior to (1) the date of
any proposed LIBOR Rate Advances, (2) the end of each LIBOR Period with respect to any LIBOR Rate Advances to be continued as such, or (3) the date on which Borrower wishes to convert
any Index Rate Advances to LIBOR Rate Advances for a LIBOR Period designated by the Borrower in such election, or (B) the Business Day of any proposed Advances which are to bear interest at the
Index Rate. If no election is received with respect to any LIBOR Rate Advances by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the LIBOR Period with respect
thereto (or if an Incipient Termination Event or a Termination Event shall have occurred and be continuing or the additional conditions precedent set forth in Section 3.02shall not have been
satisfied), those LIBOR Rate Advances shall be converted to Index Rate Advances at the end of the applicable
LIBOR Period. The Borrower must make each such election by notice to the Administrative Agent in writing, by telecopy or overnight courier. In the case of any conversion or continuation, such election
must be made pursuant to a written notice (a "Notice of Conversion/Continuation") in the form of Exhibit 2.06(c).

(d)  The
Administrative Agent is authorized to, and at its sole election may, charge to the Borrower as Advances and cause to be paid all Fees, expenses, charges, costs,
interest and principal, other than principal of the Advances, owing by the Borrower under this Agreement or any of the other Related Documents if and to the extent the Borrower fails to pay any such
amounts as and when due, and any charges so made shall constitute part of the Outstanding Principal Amount hereunder even if such
charges would cause the aggregate balance of the Outstanding Principal Amount to exceed the Borrowing Base.

Section 2.07.Fees.

(a)  On
the Effective Date, the Borrower shall pay to the Administrative Agent, for the account of itself and the Lenders, the fees set forth in the Fee Letter that are
payable on the Effective Date.

(b)  From
and after the Closing Date, as additional compensation for the Lenders, the Borrower agrees to pay to Administrative Agent, for the ratable benefit of such Lenders,
monthly in arrears, on the first Business Day of each month prior to the Commitment Termination Date and on the Commitment Termination Date, the Unused Commitment Fee.

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(c)  On
each Settlement Date, the Borrower shall pay to the Servicer or to the Successor Servicer, as applicable, the Servicing Fee or the Successor Servicing Fees and
Expenses, respectively, in each case to the extent of available funds therefor.

Section 2.08.Application of Funds in Collection Account; Time and Method of Payments.

(a)  Each
Index Rate Advance shall mature, and be payable, on the earlier of (i) the date funds are allocated to such Index Rate Advance pursuant to clause (iii)of the followingsubsection (b)(and in such case only to the extent of the funds so
allocated), and (ii) the Commitment Termination Date (in which case such Index Rate Advance shall be payable in full). Each LIBOR Rate Advance shall mature, and be payable in full, on the
earliest of (1) the date on which funds are allocated therefor pursuant toclause (iv)of the followingsubsection
(b), (2) the last day of the LIBOR Period with respect thereto (unless such LIBOR Rate Advance is converted or continued in compliance with the terms hereof) and
(3) the Commitment Termination Date (in which case such LIBOR Rate Advance shall be payable in full).

(b)  On
each Business Day, the Administrative Agent shall allocate amounts on deposit in the Collection Account on such day as follows:



On
any such Business Day on which funds on deposit in the Collection Account are allocated pursuant to the foregoing, the Administrative Agent shall withdraw the funds so allocated and pay the same to
the parties entitled thereto. To the extent that on any Business Day funds remain in the Collection Account unallocated after application of the foregoingclauses
(i)through(v), such remaining funds shall be remitted to the Borrower Account.

(c)  On
each Interest Payment Date with respect to Index Rate Advances, the Administrative Agent shall withdraw funds allocated on such Interest Payment Date pursuant to clause (ii)of the foregoingsubsection (b), and pay the same to the Lenders, pro rata, in
payment of accrued and unpaid interest on the Index Rate Advances. On each Interest Payment Date with respect to LIBOR Rate Advances, the Administrative Agent shall withdraw funds allocated on such
Interest Payment Date pursuant toclause (ii)of the foregoingsubsection (b),and pay the same
to the Lenders pro rata, in payment of accrued and unpaid interest on such LIBOR Rate Advances. On each Business Day on which any other amounts are payable hereunder or under any other Related
Document, the Administrative Agent shall withdraw funds allocated on such Business Day pursuant toclause (i)or clause (v)of the foregoingsubsection (b), and pay the same, pro rata, to such Persons as may be
entitled to receive such amounts pursuant to the terms hereof or of any other Related Document. To the extent that amounts on deposit in the Collection Account on any day are insufficient to pay
amounts due on such day in respect of the matured portion of any Advances or any interest, Fees or

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any other amounts due and payable by the Borrower hereunder, the Borrower shall pay, upon notice from the Administrative Agent, the amount of such insufficiency to the Administrative Agent in
Dollars, in immediately available funds (for the account of the Administrative Agent, the applicable
Lenders, Affected Parties or Indemnified Persons) not later than 11:00 a.m. (New York time) on such day. Any such payment made on such date but after such time shall be deemed to have been made
on, and interest shall continue to accrue and be payable thereon at the LIBOR Rate (in the case of LIBOR Rate Advances) or the Index Rate (in all other cases), until the next succeeding Business Day.

(d)  The
Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of the Borrower, and the Borrower hereby
irrevocably agrees that any and all such payments shall be applied by the Administrative Agent in accordance with thisSection 2.08.

(e)  All
payments of principal of the Advances and all payments of interest, Fees and other amounts payable by the Borrower hereunder shall be made in Dollars, in immediately
available funds. If any such payment becomes due on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day (except as set forth in the definition of
LIBOR Period) and interest thereon at the LIBOR Rate (in the case of LIBOR Rate Advances) or Index Rate (in all other cases) shall be payable during such extension. Payments received prior to 12:00
Noon (New York time) on any Business Day shall be deemed to have been received on such Business Day. Payments received after 12:00 Noon (New York time) on any Business Day or on a day that is not a
Business Day shall be deemed to have been received on the following Business Day.

(f)    Any
and all payments by the Borrower hereunder shall be made in accordance with thisSection 2.08without setoff
or counterclaim and free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, Charges or withholdings, excluding taxes imposed on or measured by the
net income, gross receipts or franchise taxes of any Affected Party by the jurisdictions under the laws of which such Affected Party is organized or by any political subdivisions thereof (such
non-excluded taxes, levies, imposts, deductions, Charges and withholdings being "Indemnified Taxes"). If the Borrower shall be required by
law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as much as shall be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under thisSection 2.08) the Affected Party entitled to receive any such
payment receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the
full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within 30 days after the date of any payment of Indemnified Taxes, the Borrower shall furnish
to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. The Borrower shall indemnify any Affected Party from and against, and, within ten days of demand
therefor, pay any Affected Party for, the full amount of Indemnified Taxes (together with any taxes imposed by any jurisdiction on amounts payable under this Section 2.08) paid by such Affected
Party and any liability (including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally asserted.

Section 2.09.Capital Requirements; Additional Costs.

(a)  If
any Affected Party shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline
or order regarding capital
adequacy, reserve requirements or similar requirements or compliance by such Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements
(whether or not having the force of law) from any central bank or other Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required
to be maintained by such Affected Party against commitments made by it under this Agreement or any other

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Related Document and thereby reducing the rate of return on such Affected Party's capital as a consequence of its commitments hereunder or thereunder, then the Borrower shall from time to time upon
demand by the Administrative Agent pay to the Administrative Agent on behalf of such Affected Party additional amounts sufficient to compensate such Affected Party for such reduction together with
interest thereon from the date of any such demand until payment in full at the applicable Index Rate. A certificate as to the amount of that reduction and showing the basis of the computation thereof
submitted by the Affected Party to the Borrower shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes.

(b)  If,
due to any Regulatory Change, there shall be any increase in the cost to any Affected Party of agreeing to make or making, funding or maintaining any commitment
hereunder or under any other Related Document, including with respect to any Advances or Outstanding Principal Amount, or any reduction in any amount receivable by such Affected Party hereunder or
thereunder, including with respect to any Advances or Outstanding Principal Amount (any such increase in cost or reduction in amounts receivable are hereinafter referred to as
"Additional Costs"), then the Borrower shall, from time to time upon demand by the Administrative Agent, pay to the Administrative Agent on behalf of
such Affected Party additional amounts sufficient to compensate such Affected Party for such Additional Costs together with interest thereon from the date demanded until payment in full thereof at the
applicable Index Rate. Each Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to above that would result in any such Additional Costs, it
shall, to the extent not inconsistent with its internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by the
Borrower pursuant to thisSection 2.09(b).

(c)  Determinations
by any Affected Party for purposes of thisSection 2.09of the effect of any Regulatory Change on
its costs of making, funding or maintaining any commitments hereunder or under any other Related Document or on amounts payable to it hereunder or thereunder or of the additional amounts required to
compensate such Affected Party in respect of any Additional Costs shall be set forth in a written notice to the Borrower in reasonable detail and which is calculated the same as for comparable claims
with respect to similarly situated sellers or borrowers of the Affected Party and shall be final, binding and conclusive on the Borrower (absent manifest error) for all purposes.

(d)  Notwithstanding
anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof)
shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any LIBOR
Rate Advance, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Advance at another branch or office of that Lender without, in that Lender's good faith
opinion, adversely affecting it or its Advances or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) the
obligation of such Lender to agree to make or
to make or to continue to fund or maintain LIBOR Rate Advances shall terminate and (ii) Borrower shall forthwith prepay in full all outstanding LIBOR Rate Advances owing to such Lender,
together with interest accrued thereon, unless Borrower, within five (5) Business Days after the delivery of such notice and demand, converts all such LIBOR Rate Advances into Index Rate Loans.

Section 2.10.Breakage Costs.To induce the Lenders to provide the LIBOR Rate option on the terms
provided herein, if (i) any LIBOR Rate Advances are, except by reason of the requirements inSection 2.03(c), repaid in whole or in part
prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any other provision of this Agreement or any other Related Document or is the result of acceleration,
by operation of law or otherwise); (ii) the Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Rate Advance; (iii) the Borrower shall default
in making any borrowing of, conversion into or continuation of LIBOR Rate Advances after the Borrower has given notice requesting the same in accordance herewith

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(including any failure to satisfy conditions precedent to the making of, or conversion or continuation of, any LIBOR Rate Advances); or (iv) the Borrower shall fail to make any prepayment of a
LIBOR Rate Advance after the Borrower has given a notice thereof in accordance herewith, then, in any such case, the Borrower shall indemnify and hold harmless each Lender from and against all losses,
costs and expenses resulting from or arising from any of the foregoing (any such loss, cost or expense, "Breakage Costs"). Such indemnification shall
include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained (if any).
Each Lender shall make a good faith effort to reinvest any repayment proceeds received from the Borrower in order to mitigate the losses which would otherwise be reimbursable under this Section 2.10. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually
funded its relevant LIBOR Rate Advance through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Rate Advance and having a maturity comparable
to the relevant LIBOR Period;provided, however, that each Lender may fund each of its LIBOR Rate Advances in any manner it sees fit, and the foregoing
assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Revolving Notes and
all other amounts payable hereunder. The determination by any Lender of the amount of any such loss or expense shall be set forth in a written notice to the Borrower in reasonable detail and shall be
final, binding and conclusive on the Borrower (absent manifest error) for all purposes.

Section 2.11.Funding Excess.On each Business Day during the Revolving Period, the Administrative Agent
shall notify the Borrower and the Servicer of any Funding Excess on such day, and the Borrower shall deposit the amount of such Funding Excess in the Collection Account by 11:00 a.m. (New York
time) on the immediately succeeding Business Day.

ARTICLE III.

CONDITIONS PRECEDENT

Section 3.01.Conditions to Effectiveness of Agreement.This Agreement shall not be effective until the
date on which each of the following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Lenders and the Administrative Agent (such date, the
"Effective Date"):



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Section 3.02.Conditions Precedent to All Advances.No Lender shall be obligated to make any Advances
hereunder (including the initial Advance) on any date if, as of the date thereof:



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Notwithstanding
a failure to satisfyclause (b)above solely as a result of an Incipient Termination Event (and not a Termination Event) under Section 9.01(c)with respect to a breach of a covenant under the Credit Agreement (providedthat
such breach has not continued for more than 30 days and that no enforcement or remedies have been sought under the Credit Agreement), the Borrower shall be permitted to repay Borrowings and
request additional Borrowings so long as the Outstanding Principal Amount does not exceed the Outstanding Principal Amount as of the Business Day immediately preceding the day such breach occurred.

The
delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Borrowing on any Advance Date shall be deemed to constitute, as of any such Advance
Date, a representation and warranty by the Borrower that the conditions in thisSection 3.02have been satisfied.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.01.Representations and Warranties of the Borrower.To induce each Lender to make Advances from
time to time and the Administrative Agent to take any action required to be performed by it hereunder, the Borrower makes the following representations and warranties to each Lender and the
Administrative Agent on the Effective Date and each Advance Date, each and all of which shall survive the execution and delivery of this Agreement.

(a)Existence; Compliance with Law.The Borrower (i) is a limited liability company duly formed, validly existing and
in good standing under the laws of its jurisdiction of incorporation and is a "registered organization" as defined in the UCC of such jurisdiction; (ii) is duly qualified to conduct business
and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (iii) has the requisite power and
authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business, in each case, as
now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and has

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made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (v) is in compliance
with its limited liability company agreement; and (vi) subject to specific representations set forth herein regarding ERISA, tax and other laws, is in compliance with all applicable provisions
of law, except where the failure to so comply would not have an adverse effect on (1) the business, assets, liabilities, operations, prospects or financial or other condition of the Borrower,
or (2) the Borrower Collateral.

(b)Executive Offices; Collateral Locations; Corporate or Other Names; FEIN. The state of organization and the organization
identification number of the Borrower and current location of the Borrower's chief executive office, principal place of business, other offices, the premises within which any Borrower Collateral is
stored or located, and the locations of its records concerning the Borrower Collateral (including originals of the Borrower Assigned Agreements) are set forth in Schedule 4.01(b)and none of such
locations has changed within the past 12 months (or such shorter time as the Borrower has been in
existence). During the prior five years (or such shorter time as the Borrower has been in existence), except as set forth inSchedule 4.01(b),
the Borrower has not been known as or used any fictitious or trade name. In addition,Schedule 4.01(b)lists the federal employer identification
number of the Borrower.

(c)Power, Authorization, Enforceable Obligations.The execution, delivery and performance by the Borrower of this Agreement
and the other Related Documents to which it is a party, and the creation and perfection of all Liens and ownership interests provided for herein and therein: (i) are within the Borrower's
limited liability company power; (ii) have been duly authorized by all necessary or proper actions; (iii) do not contravene any provision of the Borrower's certificate of formation or
limited liability company agreement; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the
breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which the Borrower or any Originator is a party or by which the Borrower or any Originator or any of the property of the Borrower or any Originator is bound; (vi) do not result in
the creation or imposition of any Adverse Claim upon any of the property of the Borrower or any Originator; and (vii) do not require the consent or approval of any Governmental Authority or any
other Person, except those which have been duly obtained, made or complied with prior to the Effective Date as provided inSection 3.01(b). The
exercise by each of the Borrower, the Lenders or the Administrative Agent of any of its rights and remedies under any Related Document to which it is a party do not require the consent or approval of
any Governmental Authority or any other Person (other than consents or approvals solely relating to or required to be obtained by a Lender or the Administrative Agent as to which Borrower makes no
representation hereunder), except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in Section 3.01(b). On or prior to the Effective Date, each
of the Related Documents to which the Borrower is a party shall have been duly executed
and delivered by the Borrower and each such Related Document shall then constitute a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms.

(d)No Litigation. No Litigation is now pending or, to the knowledge of the Borrower, threatened against the Borrower that
(i) challenges the Borrower's right or power to enter into or perform any of its obligations under the Related Documents to which it is a party, or the validity or enforceability of any Related
Document or any action taken thereunder, (ii) seeks to prevent the transfer, sale, pledge or contribution of any Receivable or the consummation of any of the transactions contemplated under
this Agreement or the other Related Documents, or (iii) except as set forth onSchedule 4.01(d), that, if adversely determined, could
reasonably be expected to have a Material Adverse Effect. Except as set forth onSchedule 4.01(d), as of the Effective Date there is no
Litigation pending or threatened that seeks damages or injunctive relief against, or alleges criminal misconduct by, the Borrower.

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(e)Solvency.No insolvency proceedings of any nature are now pending or threatened against any of the Borrower, Superior,
the Member or any Originator. After giving effect to (i) the transactions contemplated by this Agreement and the other Related Documents and (ii) the payment and accrual of all
transaction costs in connection with the foregoing (1) the fair value of the property of the Borrower is greater than the total amount of its liabilities, including contingent liabilities,
(2) the present fair salable value of the assets of the Borrower is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and
matured, (3) the Borrower has not incurred nor intends to incur, and does not believe that it will incur, debts or liabilities beyond its ability to pay as such debts and liabilities mature,
(4) the Borrower is not engaged in a business or transaction, nor is about to engage in a business or transaction, for which its property would constitute an unreasonably small capital and
(5) none of the Borrower, Superior, the Member or any Originator is generally not paying its debts as they become due.

(f)Material Adverse Effect.Since the date of the Borrower's organization, (i) the Borrower has not incurred any
obligations, contingent or non-contingent liabilities, liabilities for Charges, long-term leases or unusual forward or long-term commitments, other than in
connection with the Related Documents, (ii) no contract, lease or other agreement or instrument has been entered into by the Borrower or has become binding upon the Borrower's assets, other
than in connection with the Related Documents, and no law or regulation applicable to the Borrower has been adopted that has had or could reasonably be expected to have a Material Adverse Effect and
(iii) the Borrower is not in default and no third party is in default under any material contract, lease or other agreement or instrument to which the Borrower is a party. Since the date of the
Borrower's organization, no event has occurred with respect to the Borrower that alone or together with other events could reasonably be expected to have a Material Adverse Effect.

(g)Ownership of Property; Liens. None of the properties and assets (including the Transferred Receivables) of the Borrower
are subject to any Adverse Claims other than Permitted Encumbrances not attaching to Transferred Receivables, and there are no facts, circumstances or conditions known to the Borrower that may result
in (i) with respect to the Transferred Receivables, any Adverse Claims (including Adverse Claims arising under environmental laws) and (ii) with respect to its other properties and
assets, any Adverse Claims (including Adverse Claims arising under environmental laws) other than Permitted Encumbrances. The Borrower has received all assignments, bills of sale and other documents,
and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Borrower's right, title and interest in and to the Transferred Receivables and its other
properties and assets. The Liens granted to the Lender pursuant toSection 8.01will at all times be fully perfected first priority Liens in and
to the Borrower Collateral.

(h)Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness. The Borrower has no Subsidiaries, and is not
engaged in any joint venture or partnership with any other Person. The Member is the sole member of the Borrower. There are no outstanding rights to purchase or options, warrants or similar rights or
agreements pursuant to which the Borrower may be required to issue, sell, repurchase or redeem some or all of its membership interests. All outstanding Debt of the Borrower as of the Effective Date is
described inSection 5.03(i).

(i)Taxes.All material tax returns, reports and statements, including information returns, required by any Governmental
Authority to be filed by the Borrower and each of its Affiliates included in the Parent Group have been filed with the appropriate Governmental Authority and all Charges have been paid prior to the
date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid), excluding Charges or
other amounts being contested in accordance withSection 5.01(e). Proper and accurate amounts have been withheld by the Borrower or such
Affiliate from its respective employees for all periods in compliance in all material respects with all applicable federal, state, local and foreign laws and such withholdings have been timely paid to
the respective Governmental Authorities.

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Schedule 4.01(i)sets forth as of the Effective Date (i) those taxable years for which the Borrower's or such Affiliates' tax returns are currently being audited
by the IRS or any other applicable Governmental Authority and (ii) any assessments or threatened assessments in connection with any such audit or otherwise currently outstanding. Except as
described onSchedule 4.01(i), neither the Borrower nor any such Affiliate has executed or filed with the IRS or any other Governmental Authority
any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges. The Borrower is not liable for any Charges: (A) under any
agreement (including any tax sharing agreements) or (B) to the best of the Borrower's knowledge, as a transferee.

(j)Full Disclosure.All information contained in this Agreement, any Borrowing Base Certificate or any of the other Related
Documents, or any written statement furnished by or on behalf of the Borrower to any Lender or the Administrative Agent pursuant to the terms of this Agreement or any of the other Related Documents,
in each case, taken as a whole (which shall not include any projections or pro forma information), is true and accurate in every material respect, and none of this Agreement, any Borrowing Base
Certificate or any of the other Related Documents, or any written statement furnished by or on behalf of the Borrower to any Lender or the Administrative Agent pursuant to the terms of this Agreement
or any of the other Related Documents, in each case, taken as a whole, is misleading as a result of the failure to include therein a material fact. All information contained in this Agreement, any
Borrowing Base Certificate or any of the other Related Documents, or any written statement furnished to any Lender or the Administrative Agent has been prepared in good faith by the management of the
Borrower with the exercise of reasonable diligence.

(k)ERISA. The Borrower is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except
for premium payments arising in the ordinary course of business) payable to the PBGC under ERISA.

(l)Brokers. No broker or finder acting on behalf of the Borrower was employed or utilized in connection with this Agreement
or the other Related Documents or the transactions contemplated hereby or thereby and the Borrower has no obligation to any Person in respect of any finder's or brokerage fees in connection therewith.

(m)Margin Regulations. The Borrower is not engaged in the business of extending credit for the purpose of "purchasing" or
"carrying" any "margin security," as such terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred
to herein as "Margin Stock"). The Borrower owns no Margin Stock, and no portion of the proceeds of the Advances made hereunder will be used, directly or
indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Debt that was originally incurred to purchase or carry any Margin Stock or for any
other purpose that might cause any portion of such proceeds to be considered a "purpose credit" within the meaning of Regulations T, U or X of the Federal Reserve Board. The Borrower will not take or
permit to be taken any action that might cause any Related Document to violate any regulation of the Federal Reserve Board.

(n)Nonapplicability of Bulk Sales Laws. No transaction contemplated by this Agreement or any of the Related Documents
requires compliance with any bulk sales act or similar law.

(o)Government Regulation. The Borrower is not an "investment company" or an "affiliated person" of, or "promoter" or
"principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act. The making of Advances by the Lenders hereunder, the application of the proceeds thereof
and the consummation of the transactions contemplated by this Agreement and the other Related Documents will not violate any provision of any such statute or any rule, regulation or order issued by
the Securities and Exchange Commission.

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(p)Nonconsolidation.The Borrower is operated in such a manner that the separate corporate existence of the Borrower, on the
one hand, and any member of the Parent Group, on the other hand, would not be disregarded in the event of the bankruptcy or insolvency of any member of the Parent Group and, without limiting the
generality of the foregoing:



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(q)Deposit and Disbursement Accounts. Schedule 4.01(q)lists all banks and other financial institutions at which the
Borrower maintains deposit or other bank accounts as of the Closing Date, including any Lockbox Accounts and the Borrower Account, and such schedule correctly identifies the name, address and
telephone number of each depository, the name in which the account is held, a description of the
purpose of the account, and the complete account number therefor. The Borrower Account and each Lockbox Account constitute deposit accounts within the meaning of the UCC. The Borrower (or the Servicer
on its behalf) has delivered to the Administrative Agent a fully executed agreement pursuant to which the Borrower Account Bank (with respect to the Borrower Account) and each Lockbox Account Bank
(with respect to each Lockbox Account) has agreed to comply with all instructions originated by the Administrative Agent directing the disposition of funds in the Borrower

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Account and each Lockbox Account without further consent by the Borrower, the Servicer or any Originator. None of the Borrower Account or any Lockbox Account is in the name of any person other than
the Borrower or the Administrative Agent, and the Borrower has not consented to the Borrower Account Bank or any Lockbox Account Bank following the instructions of any Person other than the
Administrative Agent. Accordingly, the Administrative Agent has a first priority perfected security interest in the Borrower Account and each Lockbox Account, and all funds on deposit therein.

(r)Transferred Receivables.



(s)Assignment of Interest in Related Documents. The Borrower's interests in, to and under the Receivables Sale Agreement and
the Parent Agreement have been assigned by the Borrower to the Administrative Agent (for the benefit of itself and the Lenders).

(t)Representations and Warranties in Other Related Documents.Each of the representations and warranties of the Borrower
contained in the Related Documents (other than this Agreement) is true and correct in all respects and the Borrower hereby makes each such representation and warranty to, and for the benefit of, the
Lenders and the Administrative Agent as if the same were set forth in full herein.

ARTICLE V.

GENERAL COVENANTS OF THE BORROWER

Section 5.01.Affirmative Covenants of the Borrower.The Borrower covenants and agrees that from and
after the Effective Date and until the Termination Date:



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Section 5.02.Reporting Requirements of the Borrower.The Borrower hereby agrees that from and after the
Effective Date until the Termination Date, it shall furnish or cause to be furnished to the Administrative Agent and the Lenders:



Section 5.03.Negative Covenants of the Borrower.The Borrower covenants and agrees that, without the
prior written consent of the Requisite Lenders and the Administrative Agent, from and after the Effective Date until the Termination Date:



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ARTICLE VI.

ACCOUNTS

Section 6.01.Establishment of Accounts.

(a)The Lockbox Accounts.



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(b)Collection Account.



(c)  Borrower
Account.



ARTICLE VII.

SERVICER PROVISIONS

Section 7.01.Appointment of the Servicer.Each of the Lenders hereby appoints the Servicer as its agent,
and the Borrower hereby acknowledges and agrees to such appointment, to service the Transferred Receivables and enforce the Borrower's, the Lenders' and the Administrative Agent's rights and interests
in and under each Transferred Receivable and Contract therefor and to serve in such capacity until the termination of its responsibilities pursuant toSections
9.02or11.01. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and
obligations set forth herein. The Servicer may, with the prior written consent of the Requisite Lenders

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and the Administrative Agent, subcontract with a Sub-Servicer for the collection, servicing or administration of the Transferred Receivables; provided, that (a) the Servicer shall remain liable for
the
performance of the duties and obligations of such Sub-Servicer pursuant to the terms hereof, (b) any Sub-Servicing Agreement that may be entered into and any other
transactions or services relating to the Transferred Receivables involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Lenders
and the Administrative Agent shall not be deemed parties thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer and (c) each
Sub-Servicing Agreement shall expressly provide that it shall automatically terminate upon the termination of the Servicer's responsibilities hereunder in accordance with the terms hereof.

Section 7.02.Duties and Responsibilities of the Servicer.Subject to the provisions of this Agreement,
the Servicer shall conduct the servicing, administration and collection of the Transferred Receivables and shall take, or cause to be taken, all actions that (i) may be necessary or advisable
to service, administer and collect each Transferred Receivable from time to time, (ii) the Servicer would take if the Transferred Receivables were owned by the Servicer, and (iii) are
consistent with industry practice for the servicing of such Transferred Receivables.

Section 7.03.Collections on Receivables.

(a)  In
the event that the Servicer is unable to determine the specific Transferred Receivables on which Collections have been received from the Obligor thereunder, the
parties agree for purposes of this Agreement only that such Collections shall be deemed to have been received on such Receivables in the order in which they were originated with respect to such
Obligor. In the event that the Servicer is unable to determine the specific Transferred Receivables on which discounts, offsets or other non-cash reductions have been granted or made with
respect to the Obligor thereunder, the parties agree for purposes of this Agreement only that such reductions shall be deemed to have been granted or made (i) prior to a Termination Event, on
such Receivables as determined by the Servicer, and (ii) from and after the occurrence of a Termination Event, in the reverse order in which they were originated with respect to such Obligor.

(b)  If
the Servicer determines that amounts unrelated to the Transferred Receivables (the "Unrelated Amounts") have been
deposited in the Collection Account, then the Servicer shall provide written evidence thereof to the Lenders and the Administrative Agent no later than the first Business Day following the day on
which the Servicer had actual knowledge thereof, which evidence shall be provided in writing and shall be otherwise reasonably satisfactory to each such Affected Party. Upon receipt of any such
notice, the Administrative Agent shall, if such amounts have not been applied to the Borrower Obligations, segregate the Unrelated Amounts and the same shall not be deemed to constitute Collections on
Transferred Receivables.

Section 7.04.Authorization of the Servicer.Each of the Lenders hereby authorizes the Servicer, and the
Borrower acknowledges and agrees to such authorization, to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the rights of the
Administrative Agent and the Lenders hereunder, in the determination of the Servicer, to (a) collect all amounts due under any Transferred Receivable, including endorsing the applicable name on
checks and other instruments representing Collections on such Receivable, and execute and deliver any and all instruments of satisfaction or cancellation or of partial or full release or discharge and
all other
comparable instruments with respect to any such Receivable and (b) after any Transferred Receivable becomes a Delinquent Receivable or a Defaulted Receivable and to the extent permitted under
and in compliance with applicable law and regulations, commence proceedings with respect to the enforcement of payment of any such Receivable and the Contract therefor and adjust, settle or compromise
any payments due thereunder, in each case to the same extent as the applicable Originator could have done if it had continued to own such Receivable. The Borrower, the Administrative Agent and each
Lender shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to

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enable the Servicer to carry out its servicing and administrative duties hereunder. Notwithstanding anything to the contrary contained herein, the Lenders and the Administrative Agent shall have the
absolute and unlimited right to direct the Servicer (at the Servicer's expense) (i) to commence or settle any legal action to enforce collection of any Transferred Receivable or (ii) to
foreclose upon, repossess or take any other action that the Administrative Agent deems necessary or advisable with respect thereto. In no event shall the Servicer be entitled to make any Affected
Party a party to any Litigation without such Affected Party's express prior written consent, or to make the Borrower a party to any Litigation without the Administrative Agent's consent.

Section 7.05.Servicing Fees.As compensation for its servicing activities and as reimbursement for its
reasonable expenses in connection therewith, the Servicer shall be entitled to receive the Servicing Fees in accordance withSection 2.07. The
Servicer shall be required to pay for all expenses incurred by it in connection with its activities hereunder (including any payments to accountants, counsel or any other Person) and shall not be
entitled to any payment therefor other than the Servicing Fees.

Section 7.06.Representations and Warranties of the Servicer.To induce the Lenders to make Advances from
time to time and the Administrative Agent to take any action required to be performed by it hereunder, the Servicer makes the following representations and warranties to each Lender and the
Administrative Agent on the Effective Date and each Advance Date, which shall survive the execution and delivery of this Agreement:



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Section 7.07.Covenants of the Servicer.The Servicer covenants and agrees that from and after the
Effective Date and until the Termination Date:



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Section 7.08.Reporting Requirements of the Servicer.The Servicer hereby agrees that, from and after the
Effective Date and until the Termination Date, it shall deliver or cause to be delivered to the Lenders and the Administrative Agent the financial statements, notices, and other information at the
times, to the Persons and in the manner set forth inSection 5.02andAnnex 5.02(a).

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ARTICLE VIII

GRANT OF SECURITY INTERESTS

Section 8.01.Borrower's Grant of Security Interest.To secure the prompt and complete payment,
performance and observance of all Borrower Obligations, and to induce the Administrative Agent and the Lenders to enter into this Agreement and perform the obligations required to be performed by them
hereunder in accordance with the terms and conditions hereof, the Borrower hereby grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, a Lien upon and security interest in all of the Borrower's right, title and interest in, to and under, but none of its obligations arising from, the following
property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, the Borrower (including under any trade names, styles or derivations of the Borrower), and regardless of
where located (all of which being hereinafter collectively referred to as the "Borrower Collateral"):



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Section 8.02.Borrower's Agreements.The Borrower hereby (a) assigns, transfer and conveys the
benefits of the representations, warranties and covenants of each Originator made to the Borrower under the Sale Agreement to the Administrative Agent for the benefit of the Lenders hereunder;
(b) acknowledges and agrees that the rights of the Borrower to require a capital contribution from the Member or to require payment of a Rejected Amount from an Originator under the Sale
Agreement may be enforced by the Lenders and the Administrative Agent; and (c) certifies that the Sale Agreement provides that the representations, warranties and covenants described in Sections 4.01, 4.02and4.03thereof, the indemnification and payment provisions ofArticle Vthereof and the provisions ofSections 4.03(j), 8.03and8.14thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the
Sale Agreement and this Agreement.

Section 8.03.Delivery of Collateral.All certificates or instruments representing or evidencing all or
any portion of the Borrower Collateral shall be delivered to and held by or on behalf of the Administrative Agent and shall be in suitable form for transfer by delivery or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right (a) at any
time to exchange certificates or instruments representing or evidencing Borrower Collateral for certificates or instruments of smaller or larger denominations and (b) at any time in its
discretion following the occurrence and during the continuation of a Termination Event and without notice to the Borrower, to transfer to or to register in the name of the Administrative Agent or its
nominee any or all of the Borrower Collateral.

Section 8.04.Borrower Remains Liable.It is expressly agreed by the Borrower that, anything herein to
the contrary notwithstanding, the Borrower shall remain liable under any and all of the Transferred Receivables, the Contracts therefor, the Borrower Assigned Agreements and any other agreements
constituting the Borrower Collateral to which it is a party to observe and perform all the conditions and obligations to be observed and performed by it thereunder. The Lenders and the Administrative
Agent shall not have any obligation or liability under any such Receivables, Contracts or agreements by reason of or arising out of this Agreement or the granting herein or therein of a Lien thereon
or the receipt by the Administrative Agent or the Lenders of any payment relating thereto pursuant hereto or thereto. The exercise by any Lender or the Administrative Agent of any of its respective
rights under this Agreement shall not release any Originator, the Borrower or the Servicer from any of their respective duties or obligations under any such Receivables, Contracts or agreements. None
of the Lenders or the Administrative Agent shall be required or obligated in any manner to perform or fulfill any of the obligations of any Originator, the Borrower or the Servicer under or pursuant
to any such Receivable, Contract or agreement, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by
any party under any such Receivable, Contract or agreement, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts that may have
been assigned to it or to which it may be entitled at any time or times.

Section 8.05.Covenants of the Borrower and the Servicer Regarding the Borrower Collateral.

(a)Offices and Records.The Borrower shall maintain its principal place of business and chief executive office and the
office at which it stores its Records at the respective locations specified inSchedule 4.01(b)or, upon 30 days' prior written notice to
the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant toSection 14.14shall have been taken with respect to the
Borrower Collateral. Each of the Borrower and the Servicer shall, at its own cost and expense, maintain adequate and complete records
of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings
therewith. Each of the Borrower and the Servicer shall, by no later than the Effective Date, mark

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conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral,
and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIII.
Upon the occurrence and during the continuance of a Termination Event, the Borrower and the Servicer shall deliver and turn over
such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the
Administrative Agent, the Borrower and the Servicer shall permit any representative of the Administrative Agent to inspect such books and records and shall provide photocopies thereof to the
Administrative Agent as more specifically set forth inSection 8.05(b).

(b)Access. Each of the Borrower and the Servicer shall, at its own expense, during normal business hours, from time to time
upon one Business Day's prior notice as frequently as the Administrative Agent determines to be appropriate: (i) provide the Lenders, the Administrative Agent and any of their respective
officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred Receivables), facilities, advisors
and employees (including officers) and to the Borrower Collateral, (ii) permit the Lenders, the Administrative Agent and any of their respective officers, employees and agents to inspect, audit
and make extracts from its books and records, including all Records, (iii) permit the Lenders or the Administrative Agent and their respective officers, employees and agents to inspect, review
and evaluate the Transferred Receivables and the Borrower Collateral and (iv) permit the Lenders or the Administrative Agent and their respective officers, employees and agents to discuss
matters relating to the Transferred Receivables or its performance under this Agreement or the other Related Documents or its affairs, finances and accounts with any of its officers, directors,
employees, representatives or agents (in each case, with those persons having knowledge of such matters) and with its independent certified public accountants. If (i) the Administrative Agent
in good faith deems any Lender's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure or the Administrative Agent, in good
faith believes that an Incipient Termination Event or a Termination Event is imminent or (ii) an Incipient Termination Event or a Termination Event shall have occurred and be continuing, then
each of the Borrower and the Servicer shall, at its own expense, provide such access at all times without prior notice from the Administrative Agent and provide the Lenders or the Administrative Agent
with access to its suppliers and customers. Each of the Borrower and the Servicer shall make available to the Administrative Agent and its counsel, as quickly as is possible under the circumstances,
originals or copies of all books and records, including Records, that the Administrative Agent may request. Each of the Borrower and the Servicer shall deliver any document or instrument necessary for
the Administrative Agent, as the Administrative Agent may from time to time request, to obtain records from any service bureau or other Person that maintains records for the Borrower or the Servicer,
and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the Borrower or the Servicer. For the avoidance of doubt, the Lenders and
Administrative Agent and their respective officers, employees and agents shall only have the right to make environmental inspections once during any twelve (12) month period unless any Lender
or the Administrative Agent has reason to believe that a condition exists or an event has occurred which could reasonably give rise to liability under environmental laws.

(c)Communication with Accountants.Each of the Borrower and the Servicer authorizes the Lenders and the Administrative Agent
to communicate directly with its independent certified public accountants and authorizes and shall instruct those accountants and advisors to disclose and make available to the Lenders and the
Administrative Agent any and all financial statements and other supporting financial documents, schedules and information relating to the Borrower or the Servicer (including copies of any
issued management letters) and to discuss matters with respect to its business, financial condition and other affairs.

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(d)Collection of Transferred Receivables.Except as otherwise provided in this Section 8.05(d), the Servicer shall continue to collect or cause to be collected, at
its sole cost and expense, all amounts due or to become due
to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral. In connection therewith, the Borrower and the Servicer shall take such action as
it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem necessary or desirable to enforce collection of the Transferred Receivables,
the Borrower Assigned Agreements and the other Borrower Collateral;providedthat the Borrower or the Servicer may, rather than commencing any such
action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Collection Account, an amount equal to the Outstanding Balance of any such
Transferred Receivable;provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be
continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior
notice to the Seller or the Servicer, notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower
Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made
directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense
of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof.
The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

(e)Performance of Borrower Assigned Agreements.Each of the Borrower and the Servicer shall (i) perform and observe
all the terms and provisions of the Borrower Assigned Agreements to be performed or observed by it, maintain the Borrower Assigned Agreements in full force and effect, enforce the Borrower Assigned
Agreements in accordance with their terms and take all action as may from time to time be requested by the Administrative Agent in order to accomplish the foregoing, and (ii) upon the request
of and as directed by the Administrative Agent, make such demands and requests to any other party to the Borrower Assigned Agreements as are permitted to be made by the Borrower or the Servicer
thereunder.

(f)License for Use of Software and Other Intellectual Property.Unless expressly prohibited by the licensor thereof or any
provision of applicable law, if any, each of the Borrower and the Servicer hereby grants to the Administrative Agent on behalf of the Lenders a limited license to use, without charge, the Borrower's
and the Servicer's computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark
applications, service marks, registered service marks, service mark applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs,
trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer
lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably
required in connection with the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and each of the Borrower and the Servicer agrees that its
rights under all licenses and franchise agreements shall inure to the Administrative Agent's benefit (on behalf of the Lenders) for purposes of the license granted herein. Except upon the occurrence
and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower and the Servicer prior written notice.

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ARTICLE IX.

TERMINATION EVENTS

Section 9.01.Termination Events.If any of the following events (each, a
"Termination Event") shall occur (regardless of the reason therefor):



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then,
and in any such event, the Administrative Agent, may, with the consent of the Requisite Lenders, and shall, at the request of the Requisite Lenders, by notice to the Borrower, declare the
Commitment Termination Date to have occurred without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, that the Commitment Termination
Date shall automatically occur (i) upon the occurrence of any of the Termination Events described in Sections

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9.01(c), (d), (f)or(t)or (ii) three days after the occurrence of the Termination Event described in Section 9.01(a)if the same shall not have been remedied by such time, in each case without demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower. Upon the occurrence of the Commitment Termination Date, all Borrower Obligations shall automatically be and become due and payable in full, without
any action to be taken on the part of any Person.

Section 9.02.Events of Servicer Termination.If any of the following events (each, an
"Event of Servicer Termination") shall occur (regardless of the reason therefor):



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then,
and in any such event, the Administrative Agent may, with the consent of the Requisite Lenders, and shall, at the request of the Requisite Lenders, by delivery of a Servicer Termination Notice
to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the
Servicer. Upon the delivery of any such notice, all authority and power of the Servicer under this Agreement and the Sale Agreement shall pass to and be vested in the Successor Servicer acting
pursuant toSection 11.02; provided, that notwithstanding anything to the contrary herein, the Servicer agrees to continue to follow the
procedures set forth inSection 7.02with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the
responsibilities and obligations of the Servicer in accordance withSection 11.02.

ARTICLE X.

REMEDIES

Section 10.01.Actions Upon Termination Event.If any Termination Event shall have occurred and be
continuing and the Administrative Agent shall have declared the Commitment Termination Date to have occurred or the Commitment Termination Date shall be deemed to have occurred pursuant to Section 9.01, then the Administrative Agent may exercise in respect of the Borrower Collateral, in addition to any and all other rights and
remedies granted to it hereunder, under any other Related Document or under any other instrument or agreement securing, evidencing or relating

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to the Borrower Obligations or otherwise available to it, all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive),
and, in addition, may take the following actions:



Section 10.02.Exercise of Remedies.No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege under this Agreement and no course of dealing between any Originator, the Borrower or the Servicer, on the one hand, and the Administrative

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Agent or any Lender, on the other hand, shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative, may be
exercised singly or concurrently, and are not exclusive of any rights or remedies that the Administrative Agent or any Lender would otherwise have at law or in equity. No notice to or demand on any
party hereto shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the party providing such notice or making such
demand to any other or further action in any circumstances without notice or demand.

Section 10.03.Power of Attorney.On the Closing Date, each of the Borrower and the Servicer shall
execute and deliver a power of attorney substantially in the form attached hereto asExhibit 10.03(each, a "Power of
Attorney"). The power of attorney granted pursuant to each Power of Attorney is a power coupled with an interest and shall be irrevocable until this Agreement has terminated in
accordance with its terms and all of the Borrower Obligations are indefeasibly paid or otherwise satisfied in full. The powers conferred on the Administrative Agent under each Power of Attorney are
solely to protect the Liens of the Administrative Agent and the Lenders upon and interests in the Borrower Collateral and shall not impose any duty upon the Administrative Agent to exercise any such
powers. The Administrative Agent shall not be accountable for any amount other than amounts that it actually receives as a result of the exercise of such powers and none of the Administrative Agent's
officers, directors, employees, agents or representatives shall be responsible to the Borrower, any Originator, the Servicer or any other Person for any act or failure to act, except to the extent of
damages attributable to their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Section 10.04.Continuing Security Interest.This Agreement shall create a continuing Lien in the
Borrower Collateral until the Termination Date.

ARTICLE XI.

SUCCESSOR SERVICER PROVISIONS

Section 11.01.Servicer Not to Resign.The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon a determination that (a) the performance of its duties hereunder has become impermissible under applicable law or regulation and (b) there is no
reasonable action that the Servicer could take to make the performance of its duties hereunder become permissible under applicable law. Any such determination shall (i) with respect to clause (a)above, be evidenced by an opinion of counsel to such effect and (ii) with respect to clause (b)above, be evidenced by an Officer's Certificate to such effect, in each case delivered
to the Administrative Agent. No such
resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 11.02.

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Section 11.02.Appointment of the Successor Servicer.In connection with the termination of the
Servicer's responsibilities or the resignation by the Servicer under this Agreement pursuant toSections 9.02or 11.01, the Administrative Agent
(a) shall succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations as
Servicer (but not in any other capacity, including specifically not the obligations of the Servicer set forth inSection 12.02) under this
Agreement (and except that the Administrative Agent makes no representations and warranties pursuant toSection 4.02) and (b) may at any
time appoint a successor servicer to the Servicer that shall be acceptable to the Administrative Agent and shall succeed to all rights and assume all of the responsibilities, duties and liabilities of
the Servicer under this Agreement (the Administrative Agent, in such capacity, or such successor servicer being referred to as the "Successor
Servicer");provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date
of its appointment or assumption of duties as Successor Servicer. In selecting a Successor Servicer, the Administrative Agent may obtain bids from any potential Successor Servicer and may agree to any
bid it deems appropriate. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Administrative Agent an instrument in form and substance acceptable to
the Administrative Agent.

Section 11.03.Duties of the Servicer.The Servicer covenants and agrees that, following the appointment
of, or assumption of duties by, a Successor Servicer:



Section 11.04.Effect of Termination or Resignation.Any termination of or resignation by the Servicer
hereunder shall not affect any claims that the Borrower, the Lenders or the Administrative Agent may
have against the Servicer for events or actions taken or not taken by the Servicer arising prior to any such termination or resignation.

ARTICLE XII.

INDEMNIFICATION

Section 12.01.Indemnities by the Borrower.

(a)  Without
limiting any other rights that the Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents or
representatives (each, an "Indemnified Person") may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless
each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the
transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all reasonable legal costs and
reasonable expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents;provided, that
the Borrower shall not be liable for any

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indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person's gross negligence or willful misconduct, in each case as
finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the
failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay
on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:



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Section 12.02.Indemnities by the Servicer.

(a)  Without
limiting any other rights that an Indemnified Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify and hold harmless each
Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of any breach
by the Servicer of its obligations hereunder or under any other Related Document;provided, that the Servicer shall not be liable for any
indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person's gross negligence or willful misconduct, in each case as
finally determined by a court of competent jurisdiction, or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or lack
of creditworthiness of any Obligor. Without limiting the generality of the foregoing, the Servicer shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or
resulting from:



(b)  Any
Indemnified Amounts subject to the indemnification provisions of thisSection 12.02shall be paid by the
Servicer to the Indemnified Person entitled thereto within five Business Days following demand therefor.

ARTICLE XIII.

ADMINISTRATIVE AGENT

Section 13.01.Authorization and Action.

(a)  The
Administrative Agent may take such action and carry out such functions under this Agreement as are authorized to be performed by it pursuant to the terms of this
Agreement, any other Related Document or otherwise contemplated hereby or thereby or are reasonably incidental thereto;provided,that the duties of the
Administrative Agent hereunder shall be determined solely by the express provisions of this Agreement, and, other than the duties set forth in Section 13.02, any permissive right of the
Administrative Agent hereunder shall not be construed as a duty.

Section 13.02.Reliance.None of the Administrative Agent, any of its Affiliates or any of their
respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the other Related
Documents, except for damages solely caused by its or their own gross negligence or willful misconduct as finally

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determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, and notwithstanding any term or provision hereof to the contrary, the Borrower, the Servicer, and
each Lender hereby acknowledge and agree that the Administrative Agent as such (a) has no duties or obligations other than as set forth expressly herein, and has no fiduciary obligations to any
person, (b) acts as a representative hereunder for the Lenders and has no duties or obligations to, shall incur no liabilities or obligations to, and does not act as an agent in any capacity
for, the Borrower (other than, with respect to the Administrative Agent, under the Power of Attorney with respect to remedial actions) or the Originators, (c) may consult with legal counsel,
independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel,
accountants or experts, (d) makes no representation or warranty hereunder to any Affected Party and shall not be responsible to any such Person for any statements, representations or warranties
made in or in connection with this Agreement or the other Related Documents, (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or the other Related Documents on the part of the Borrower, the Servicer, any Originator, Superior or any Lender, or to inspect the property (including the
books and records) of the Borrower, the Servicer, any Originator, Superior or any Lender, (f) shall not be responsible to the Borrower, the Servicer, any Lender or any other Person for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Related Documents or any other instrument or document furnished pursuant hereto or
thereto, (g) shall incur no liability under or in respect of this
Agreement or the other Related Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed, sent or communicated by the proper
party or parties and (h) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may conclusively rely on the accuracy
of such facts or matters.

Section 13.03.GE Capital and Affiliates.GE Capital and its Affiliates may generally engage in any kind
of business with any Obligor, the Parent, the Originators, the Borrower, the Servicer, any Lender, any of their respective Affiliates and any Person who may do business with or own securities of such
Persons or any of their respective Affiliates, all as if GE Capital were not the Administrative Agent and without the duty to account therefor to any Obligor, the Parent, any Originator, the Borrower,
the Servicer, any Lender or any other Person.

Section 13.04.Lender Credit Decision.Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender, and based upon such documents and information as it has deemed appropriate, made its own credit and financial analysis of Borrower and its
own decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

Section 13.05.Indemnification.Each of the Lenders severally agrees to indemnify the Administrative
Agent (to the extent not reimbursed by the Borrower and without limiting the obligations of the Borrower hereunder), ratably according to their respective Pro Rata Shares, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted
against the Administrative Agent in any way relating to or arising out of this Agreement or any other Related Document or any action taken or omitted by the Administrative Agent in connection herewith
or therewith;provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
Without limiting the foregoing, each Lender

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agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice
in respect of rights or responsibilities under, this Agreement and each other Related Document, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower.

Section 13.06.Successor Administrative Agent.The Administrative Agent may resign at any time by giving
not less than thirty (30) days' prior written notice thereof to each of the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the
Requisite Lenders and shall have accepted such appointment within 30 days after the resigning the Administrative Agent's giving notice of resignation, then the resigning Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or
financial institution or a subsidiary of a commercial bank or financial institution which commercial bank or financial institution is organized under the laws of the United States of America or of any
State thereof which has a long-term debt rating from S&P of "A" or better and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent
has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the
Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided
above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all
the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as the Administrative Agent hereunder by a successor
Administrative Agent or the effective date of the resigning Administrative Agent's resignation, the resigning Administrative Agent shall be discharged from its duties and obligations under this
Agreement and the other Related Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. After any resigning Administrative Agent's resignation
hereunder, the provisions of thisArticle XIIIshall inure to its benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under this Agreement and the other Related Documents.

Section 13.07.Setoff and Sharing of Payments.In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Termination Event, each Lender and each holder of any Revolving Note is hereby
authorized at any time or from time to time, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived (but subject to Section 2.03(b)(i)), to set off and
to appropriate and to apply any and all balances held by it at any of its offices for the account of the
Borrower (regardless of whether such balances are then due to the Borrower) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the
account of the Borrower against and on account of any of the Borrower Obligations which are not paid when due. Any Lender or holder of any Revolving Note exercising a right to set off or otherwise
receiving any payment on account of the Borrower Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each
such other Lender's or holder's Pro Rata Share of the Borrower Obligations as would be necessary to cause such Lender to share the amount so set off or otherwise received with each other Lender or
holder in accordance with their respective Pro Rata Shares. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with
respect to amounts in excess of its Pro Rata Share of the Borrower Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holders
so purchasing a participation in the

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Advances made or other Borrower Obligations held by other Lenders or holders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender or holder were a direct holder of the Advances and the other Borrower Obligations in the amount of such participation. Notwithstanding the foregoing, if all or
any portion of the set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-off, the purchase of participations
by that Lender shall be rescinded and the purchase price restored without interest.

ARTICLE XIV.

MISCELLANEOUS

Section 14.01.Notices.Except as otherwise provided herein, whenever it is provided herein that any
notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires
to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing
and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three Business Days after deposit in the United States Mail, registered or
certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by facsimile (with such facsimile promptly confirmed by delivery of a copy by personal
delivery or United States Mail as otherwise provided in thisSection 14.01), (c) one Business Day after deposit with a reputable overnight
courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or
facsimile number set forth below or to such other address (or facsimile number) as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to any Person (other
than any Lender and the Administrative Agent) designated in any written notice provided hereunder to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication. Notwithstanding the foregoing, whenever it is provided herein that a notice is to be given to any other party hereto by a specific time, such
notice shall only be effective if actually received by such party prior to such time, and if such notice is received after such time or on a day other than a Business Day, such notice shall only be
effective on the immediately succeeding Business Day.



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Section 14.02.Binding Effect; Assignability.

(a)  This
Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, each Lender and the Administrative Agent and their respective successors and
permitted assigns. Neither the Borrower nor the Servicer may assign, transfer, hypothecate or otherwise convey any of their respective rights or obligations hereunder or interests herein without the
express prior written consent of the Requisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower or the Servicer without
the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void.

(b)  The
Borrower hereby consents to any Lender's assignment of, and/or sale of participations in, at any time or times after the Effective Date, the Related Documents,
Advances, and any Commitment or of any portion thereof or interest therein, including any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or
not, made in accordance with thisSection 14.02(b). Any assignment by a Lender shall (i) require the consent of (A) the
Administrative Agent and the execution of an assignment agreement (an "Assignment Agreement") substantially in the form attached hereto as Exhibit 14.02(b)and otherwise in form and substance satisfactory to, and acknowledged by, the Administrative Agent and (B) so long as no
Termination Event has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); (ii) if a partial assignment, be in an amount at least equal to
$5,000,000 and, after giving effect to any such partial assignment, the assigning Lender shall have retained Commitments in an amount at least equal
to $5,000,000; and (iv) include a payment to the Administrative Agent by the assignor or assignee Lender of an assignment fee of $3,500. In the case of an assignment by a Lender under this Section 14.02, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a
Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. The
Borrower hereby acknowledges and agrees that any assignment made in accordance with thisSection 14.02(b)will give rise to a direct obligation
of the Borrower to the assignee and that the assignee shall thereupon be a "Lender" for all purposes. In all instances, each Lender's liability to make Advances hereunder shall be several and not
joint and shall be limited to such Lender's Pro Rata Share of the applicable Commitment. In the event any Lender assigns or otherwise transfers all or any part of a Revolving Note, such Lender shall
so notify the Borrower and the Borrower shall, upon the request of such Lender, execute new Revolving Notes in exchange for the Revolving Notes being assigned. Notwithstanding the foregoing provisions
of thisSection 14.02(b), any Lender may at any time pledge or assign all or any portion of such Lender's rights under this Agreement and the
other Related Documents to a Federal Reserve Bank;provided, however, that no such pledge or assignment shall release such Lender from such Lender's
obligations hereunder or under any other Related Document.

(c)  Any
participation by a Lender of all or any part of its Commitments shall be in an amount at least equal to $5,000,000, and with the understanding that all amounts
payable by the Borrower hereunder shall be determined as if that Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require such Lender to
take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which
such holder participates, (ii) any extension of

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any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the
Borrower Collateral (other than in accordance with the terms of this Agreement or the other Related Documents). Solely for purposes ofSections 2.08, 2.09, 2.10,
12.01, Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of the Borrower to the participant and the participant shall be considered
to be a "Lender" for purposes of such sections (except that, unless the Borrower otherwise consents, no amounts shall be payable to such participant under Section 2.09or2.10to the extent that such amounts would have been required to have been paid
under the circumstances in existence on the effective date of such participation). Except as set forth in the preceding sentence the Borrower shall have no obligation or duty to any participant.
Neither the Administrative Agent nor any Lender (other than the Lender selling a participation) shall have any duty to any participant and may continue to deal solely with the Lender selling a
participation as if no such sale had occurred.

(d)  Except
as expressly provided in thisSection 14.02, no Lender shall, as between the Borrower and that Lender, or
between the Administrative Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all
or any part of the Advances, the Revolving Notes or other Borrower Obligations owed to such Lender.

(e)  The
Borrower shall assist any Lender permitted to sell assignments or participations under thisSection 14.02as
reasonably required to enable the assigning or selling Lender to effect any such
assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of
management in meetings with, potential assignees or participants. The Borrower shall, if the Administrative Agent so requests in connection with an initial syndication of the Advances hereunder,
assist in the preparation of informational materials for such syndication.

(f)    A
Lender may furnish any information concerning the Borrower in the possession of such Lender from time to time to assignees and participants (including prospective
assignees and participants). Each Lender shall obtain from all prospective and actual assignees or participants confidentiality covenants substantially equivalent to those contained in
Section 14.05.

Section 14.03.Termination; Survival of Borrower Obligations Upon Commitment Termination Date.

(a)  This
Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until
the Termination Date.

(b)  Except
as otherwise expressly provided herein or in any other Related Document, no termination or cancellation (regardless of cause or procedure) of any commitment made
by any Affected Party under this Agreement shall in any way affect or impair the obligations, duties and liabilities of the Borrower or the Servicer or the rights of any Affected Party relating to any
unpaid portion of the Borrower Obligations, due or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such termination, or any transaction or event, the
performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Related Document, all undertakings, agreements, covenants,
warranties and representations of or binding upon the Borrower or the Servicer, and all rights of any Affected Party hereunder, all as contained in the Related Documents, shall not terminate or
expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date;provided,
that the rights and remedies provided for herein with respect to any breach of any representation or warranty made by the Borrower or the Servicer pursuant to Article IV, the indemnification and
payment provisions ofArticle XIIand Sections 14.04, 14.05and14.06shall be continuing and shall
survive the Termination Date.

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Section 14.04.Costs, Expenses and Taxes.(a) The Borrower shall reimburse each Lender and the
Administrative Agent for all reasonable out-of-pocket expenses incurred in connection with the negotiation and preparation of this Agreement and the other Related Documents
(including the reasonable fees and expenses of all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection
therewith). The Borrower shall reimburse each Lender and the Administrative Agent for all fees, costs and expenses,
including the reasonable fees, costs and expenses of counsel or other advisors (including management consultants and appraisers) for advice, assistance, or other representation in connection with:



including
all reasonable attorneys' and other professional and service providers' fees arising from such services, including those in connection with any appellate proceedings, and all reasonable
expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 14.04, all of which shall be
payable, on demand, by the Borrower to the applicable Lender or the Administrative Agent, as applicable.
Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses
of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter
fees, costs and expenses; long distance telephone charges; air express charges; telegram or facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred
in connection with the performance of such legal or other advisory services.

(b)  In
addition, the Borrower shall pay on demand any and all stamp, sales, excise and other taxes (excluding income taxes), gross receipts or franchise taxes and fees
payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement or any other

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Related Document, and the Borrower agrees to indemnify and save each Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay or failure to pay
such taxes and fees.

Section 14.05.Confidentiality.

(a)  Except
to the extent otherwise required by applicable law or as required to be filed publicly with the Securities and Exchange Commission, or unless the Administrative
Agent shall otherwise consent in writing, the Borrower and the Servicer each agrees to maintain the confidentiality of this Agreement (and all drafts hereof and documents ancillary hereto), in its
communications with third parties other than any Affected Party or any Indemnified Person and otherwise and not to disclose, deliver or otherwise make available to any third party (other than its
directors, officers, employees, accountants or counsel) the original or any copy of all or any part of this Agreement (or any draft hereof and documents ancillary hereto) except to an Affected Party
or an Indemnified Person or any financial institution party to the Credit Agreement.

(b)  The
Borrower and the Servicer each agrees that it shall not (and shall not permit any of its Subsidiaries to) issue any news release or make any public announcement
pertaining to the transactions contemplated by this Agreement and the other Related Documents without the prior written consent of the Requisite Lenders and the Administrative Agent (which consent
shall not be unreasonably withheld) unless such news release or public announcement is required by law, in which case the Borrower or the Servicer, as applicable, shall consult with the Lenders and
the Administrative Agent prior to the issuance of such news release or public announcement. The Borrower may, however, (i) disclose the general terms of the transactions contemplated by this
Agreement and the other Related Documents to trade creditors, suppliers and other similarly-situated Persons so long as such disclosure is not in the form of a news release or public announcement and
(ii) give copies of this Agreement and the other Related Documents to the lenders party to the Credit Agreement.

(c)  The
Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), and will not use such confidential Information for
any purpose or in any matter except in connection with this Agreement, except that Information may be disclosed (1) to (i) each Affected Party and (ii) its and each Affected
Party's and their respective Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential and to not disclose or use such Information in violation of Regulation FD (17 C.F.R. § 243.100-243.103)),
(2) any regulatory authority (it being understood that it will to the extent reasonably practicable provide the Borrower with an opportunity to request confidential treatment from such
regulatory authority), (3) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (4) to any other party to this Agreement, (5) to
the extent required in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Related Document or the enforcement of rights
hereunder or thereunder, (6) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of (or participant in), or any prospective assignee
of (or participant in), any of its rights or obligations under this Agreement, (7) with the consent of the Borrower or (8) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or any other confidentiality agreement to which it is party with the Borrower or the Parent or any subsidiary thereof or
(ii) becomes available to the Administrative Agent, or any Lender on a nonconfidential basis from a source other than the Parent or any subsidiary thereof. For the purposes of this Section,
"Information" means all information received from the Borrower and Servicer relating to the Borrower, the Servicer, the Parent or any subsidiary thereof
or their businesses, or any Obligor, other than any such information that is available to Administrative Agent, or any Lender on a nonconfidential basis prior to disclosure by Borrower or Servicer.
Any Person required to maintain the confidentiality of Information as provided in this Section

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shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord
to its own confidential information.

Section 14.06.Complete Agreement; Modification of Agreement.This Agreement and the other Related
Documents constitute the complete agreement among the parties hereto with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings relating to the subject
matter hereof and thereof, and may not be modified, altered or amended except as set forth inSection 14.07.

Section 14.07.Amendments and Waivers.

(a)  Except
for actions expressly permitted to be taken by the Administrative Agent, no amendment, modification, termination or waiver of any provision of this Agreement or
any of the Revolving Notes, or any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and by the
Requisite Lenders or, to the extent required underclause (b)below, by all affected Lenders, and, to the extent required under clause (b)orclause (c)below, by the Administrative Agent. Except as set forth inclause (b)below, all amendments, modifications, terminations or waivers requiring the consent of any Lenders without specifying the required
percentage of Lenders shall require the written consent of the Requisite Lenders.

(b)  No
amendment, modification, termination or waiver shall, unless in writing and signed by each Lender directly affected thereby, do any of the following:
(i) increase the principal amount of any Lender's Commitment; (ii) reduce the principal of, rate of interest on or Fees payable with respect to any Advance of any affected Lender;
(iii) extend any scheduled payment date or final maturity date of the principal amount of any Advance of any affected Lender; (iv) waive, forgive, defer, extend or postpone any payment
of interest or Fees as to any affected Lender; (v) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Advances which shall be required for
Lenders or any of them to take any action hereunder; (vi) release all or substantially all of the Borrower Collateral; or (vii) amend or waive this Section 14.07or the definition of the
term "Requisite Lenders" insofar as such definition affects the substance of this Section 14.07.Furthermore, no amendment, modification, termination or waiver affecting the rights or duties of the
Administrative Agent under
this Agreement or any other Related Document shall be effective unless in writing and signed by the Administrative Agent. Each amendment, modification, termination or waiver shall be effective only in
the specific instance and for the specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for the Administrative Agent to take additional Borrower
Collateral pursuant to any Related Document. No amendment, modification, termination or waiver of any provision of any Revolving Note shall be effective without the written concurrence of the holder
of that Revolving Note. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with thisSection 14.07shall be binding upon each holder of the Revolving
Notes at the time outstanding and each future holder of the Revolving Notes.

(c)  If,
in connection with any proposed amendment, modification, waiver or termination (a "Proposed Change"):



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then,
so long as the Administrative Agent is not a Non-Consenting Lender, at the Borrower's request the Administrative Agent, or a Person acceptable to the Administrative Agent, shall have
the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lenders, and such
Non-Consenting Lenders agree that they shall, upon the Administrative Agent's request, sell and assign to the Administrative Agent or such Person, all of the Commitments of such
Non-Consenting Lender for an amount equal to the principal balance of all Advances held by the Non-Consenting Lender and all accrued interest and Fees
with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

(d)  Upon
indefeasible payment in full in cash and performance of all of the Borrower Obligations (other than indemnification Borrower Obligations under Section 12.01), termination of the Aggregate
Commitment and a release of all claims against the Administrative Agent and Lenders, and so long as
no suits, actions, proceedings or claims are pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are Indemnified Liabilities, the Administrative
Agent shall deliver to the Borrower termination statements and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Borrower Obligations.

Section 14.08.No Waiver; Remedies.The failure by any Lender or the Administrative Agent, at any time or
times, to require strict performance by the Borrower or the Servicer of any provision of this Agreement, any Receivables Assignment or any other Related Document shall not waive, affect or diminish
any right of any Lender or the Administrative Agent thereafter to demand strict compliance and performance herewith or therewith. Any suspension or waiver of any breach or default hereunder shall not
suspend, waive or affect any other breach or default whether the same is prior or subsequent thereto and whether the same or of a different type. None of the undertakings, agreements, warranties,
covenants and representations of the Borrower or the Servicer contained in this Agreement, any Receivables Assignment or any other Related Document, and no breach or default by the Borrower or the
Servicer hereunder or thereunder, shall be deemed to have been suspended or waived by any Lender or the Administrative Agent unless such waiver or suspension is by an instrument in writing signed by
an officer of or other duly authorized signatory of the applicable Lenders and the Administrative Agent and directed to the Borrower or the Servicer, as applicable, specifying such suspension or
waiver. The rights and remedies of the Lenders and the Administrative Agent under this Agreement and the other Related Documents shall be cumulative and nonexclusive of any other rights and remedies
that the Lenders and the Administrative Agent may have hereunder, thereunder, under any other agreement, by operation of law or otherwise. Recourse to the Borrower Collateral shall not be required.

Section 14.09.GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a)THIS AGREEMENT AND EACH OTHER RELATED DOCUMENT (EXCEPT TO THE EXTENT THAT ANY RELATED DOCUMENT EXPRESSLY PROVIDES TO THE CONTRARY) AND THE
OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES) EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE ADMINISTRATIVE AGENT IN
THE RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF DELAWARE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

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(b)EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN DELAWARE SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT;PROVIDED, THAT EACH
PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF DELAWARE;PROVIDED FURTHERTHAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE ANY LENDER OR THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
THE LENDERS OR THE ADMINISTRATIVE AGENT. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES
ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE ORFORUM NON CONVENIENSAND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS PROVIDED FOR IN SECTION 14.01
HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING
IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c)BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY
AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 14.10.Counterparts.This Agreement may be executed in any number of separate counterparts, each
of which shall collectively and separately constitute one agreement.

Section 14.11.Severability.Wherever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 14.12.Section Titles.The section, titles and table of contents contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

53

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Section 14.13.Further Assurances.

(a)  Each
of the Borrower and the Servicer shall, at its sole cost and expense, upon request of any of the Lenders or the Administrative Agent, promptly and duly execute and
deliver any and all further instruments and documents and take such further action that may be necessary or desirable or that any of the Lenders or the Administrative Agent may request to
(i) perfect, protect, preserve, continue and maintain fully the Liens granted to the Administrative Agent for the benefit of itself and the Lenders under this Agreement, (ii) enable the
Lenders or the Administrative Agent to exercise and enforce its rights under this Agreement or any of the other Related Documents or (iii) otherwise carry out more effectively the provisions
and purposes of this Agreement or any other Related Document. Without limiting the generality of the foregoing, the Borrower shall, upon request of any of the Lenders or the Administrative Agent,
(A) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices that may be necessary or desirable or that
any of the Lenders or the Administrative Agent may request to perfect, protect and preserve the Liens granted pursuant to this Agreement, free and clear of all Adverse Claims, (B) mark, or
cause the Servicer to mark, each Contract (other than invoices) evidencing each Transferred Receivable with a legend, acceptable to each Lender and the Administrative Agent evidencing that the
Borrower has purchased such Transferred Receivables and that the Administrative Agent, for the benefit of the Lenders, has a security interest in and lien thereon, (C) mark, or cause the
Servicer to mark, its master data processing records evidencing such Transferred Receivables with such a legend and (D) from and after the occurrence of a Termination Event, notify or cause the
Servicer to notify Obligors of the Liens on the Transferred Receivables granted hereunder.

(b)  Without
limiting the generality of the foregoing, the Borrower hereby authorizes the Lenders and the Administrative Agent, and each of the Lenders hereby authorizes the
Administrative Agent, to file one or more financing or continuation statements, or amendments thereto or assignments thereof, relating to all or any part of the Transferred Receivables, including
Collections with respect thereto, or the Borrower Collateral without the signature of the Borrower or, as applicable, the Lenders, as applicable, to the extent permitted by applicable law. A carbon,
photographic or other reproduction of this Agreement or of any notice or financing statement covering the Transferred Receivables, the Borrower Collateral or any part thereof shall be sufficient as a
notice or financing statement where permitted by law.

54

---

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

| |  | SUPERIOR ESSEX FUNDING LLC, as the Borrower                    
| |  | ---------------------------------------------------------------
| |  | By                                                             
| |  |                                                                
| |  | Name                                                           
| |  |                                                                
| |  | Title                                                          
| |  |                                                                
| |  | SUPERIOR TELECOMMUNICATIONS INC., as the Servicer By Name Title
| |  | By                                                             
| |  |                                                                
| |  | Name                                                           
| |  |                                                                
| |  | Title                                                          
| |  |                                                                
| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender              
| |  | By                                                             
| |  |                                                                
| |  | Name                                                           
| |  |                                                                
| |  |                                                                
| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent  
| |  | By                                                             
| |  |                                                                
| |  | Name                                                           
| |  |                                                                
| |  |                                                                

55

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Exhibit 2.01(b) to Funding Agreement

FORM OF REVOLVING NOTE

|$ |  | [  ,
20]
|- |  | --------

FOR
VALUE RECEIVED, the undersigned, SUPERIOR ESSEX FUNDING LLC, a Delaware limited liability company (the "Borrower"), HEREBY PROMISES TO PAY to the order of
[] (the "Lender"), at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,
as agent for the Lender (the
"Administrative Agent"), at its address at 201 High Ridge Road, Stamford, CT 06927, or at such other place as the Administrative Agent may designate from time to time in writing, in lawful money of
the United States of America and in immediately available funds, the amount of  DOLLARS AND
 CENTS
($) or, if less, the aggregate unpaid amount of all Advances made to the undersigned under the
"Funding Agreement" (as hereinafter defined). All capitalized
terms used but not otherwise defined herein have the meanings given to them in the Funding Agreement or inAnnex Xthereto.

This
Revolving Note is one of the Revolving Notes issued pursuant to that certain Receivables Funding Agreement dated as of November 6, 2002 by and among the Borrower, the Lender
(and any other "Lender" party thereto), Superior Telecommunications Inc., as servicer, and the Administrative Agent (including all annexes, exhibits and schedules thereto, and as from time to
time amended, restated, supplemented or otherwise modified, the "Funding Agreement"), and is entitled to the benefit and security of the Funding Agreement and all of the other Related Documents
referred to therein. Reference is hereby made to the Funding Agreement for a statement of all of the terms and conditions under which the Advances evidenced hereby are made and are to be repaid. The
date and amount of each Advance made by the Lender to the Borrower, the rates of interest applicable thereto and each payment made on account of the principal thereof, shall be recorded by the
Administrative Agent on
its books; provided that the failure of the Administrative Agent to make any such recordation shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the
Funding Agreement or this Revolving Note in respect of the Advances actually made by the Lender to the Borrower.

The
principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Funding Agreement, the terms of which are hereby incorporated
herein by reference. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in the
Funding Agreement.

If
any payment on this Revolving Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Upon
and after the occurrence of any Termination Event, this Revolving Note may, as provided in the Funding Agreement, and without demand, notice or legal process of any kind, be
declared, and immediately shall become, due and payable.

Time
is of the essence of this Revolving Note. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower.

Except
as provided in the Funding Agreement, this Revolving Note may not be assigned by the Lender to any Person.

---

THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE.

| |  | SUPERIOR ESSEX FUNDING LLC
| |  | --------------------------
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  | Title:                    

1

---

Exhibit 2.02(a) to Funding Agreement

FORM OF COMMITMENT REDUCTION NOTICE

[Insert
Date]

General
Electric Capital Corporation,
        as Administrative Agent
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Vice PresidentPortfolio/Underwriting



Ladies and Gentlemen:

This
notice is given pursuant toSection 2.02(a)of that certain Receivables Funding Agreement dated as of November 6, 2002 (the
"Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior
Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital
Corporation, as Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant
toSection 2.02(a)of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative
Agent of its election to permanently reduce the Maximum Facility Amount to [$], effective as of
[ ], [] (which
is a Business Day). [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a)of the Funding Agreement.]] After such reduction, the Maximum
Facility Amount will not be less than the
Outstanding Principal Amount.

| |  | Very truly yours,         
| |  | --------------------------
| |  | SUPERIOR ESSEX FUNDING LLC
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  |                           
| |  | Title:                    
| |  |                           

2

---

Exhibit 2.02(b) to Funding Agreement

FORM OF COMMITMENT TERMINATION NOTICE

[Insert
Date]

General
Electric Capital Corporation,
        as Administrative Agent
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Vice PresidentPortfolio/Underwriting



Ladies and Gentlemen:

This
notice is given pursuant toSection 2.02(b)of that certain Receivables Funding Agreement dated as of November 6, 2002
(the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior
Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital
Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant
toSection 2.02(b)of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative
Agent of its election to terminate the Maximum Facility Amount effective as of
[ ],
[]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date
and make all other payments required bySection 2.03(h)and pay any other fees that are due and payable pursuant to the Fee Letter at the time
and in the manner specified therein.

| |  | Very truly yours,         
| |  | --------------------------
| |  | SUPERIOR ESSEX FUNDING LLC
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  |                           
| |  | Title:                    
| |  |                           

---

3

---



General
Electric Capital Corporation,
        as Administrative Agent
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Vice PresidentPortfolio/Underwriting



Ladies and Gentlemen:

This
notice is given pursuant toSection 2.03(a)of that certain Receivables Funding Agreement dated as of November 6, 2002
(the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior
Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital
Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant
toSection 2.01of the Funding Agreement, the Borrower hereby requests that a Borrowing be made to the Borrower on
[ ], [], in
the amount of [$] which shall consist of [Index Rate Advances] [LIBOR Rate Advances with a LIBOR
Period of [1][2][3] months], to be disbursed to the Borrower in accordance with Section 2.04(a)of the Funding Agreement. The Borrower hereby represents and warrants that the conditions set forth
in Section 3.02of the Funding Agreement have been satisfied. Attached hereto is a certificate setting forth a pro forma calculation of the
Borrowing Base after giving effect to the acquisition by the Borrower of new Transferred Receivables and the receipt of Collections since the date of the most recent Borrowing Base Certificate, and
the making of such Borrowing.

| |  | Very truly yours,         
| |  | --------------------------
| |  | SUPERIOR ESSEX FUNDING LLC
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  |                           
| |  | Title:                    
| |  |                           

4

---

Exhibit 2.03(h) to Funding Agreement

FORM OF REPAYMENT NOTICE

[Insert
Date]

General
Electric Capital Corporation,
        as Administrative Agent
201 High Ridge Road
Stamford, Connecticut 06927
Attention: Vice PresidentPortfolio/Underwriting



Ladies and Gentlemen:

This
notice is given pursuant toSection 2.03(h)of that certain Receivables Funding Agreement dated as of November 6, 2002
(the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior
Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders"), and General Electric Capital
Corporation, as a lender (in such capacity, the "Lender") and as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding
Agreement.

Pursuant
toSection 2.03(h)of the Funding Agreement, the Borrower hereby notifies the Lenders and the Administrative Agent of its
request to repay the principal amount of outstanding Advances in an amount equal to [$] on
[ ], [] (which
is a Business Day), from [Collections/other sources]. In connection therewith, the Borrower will pay to the Administrative Agent (1) all interest accrued on the
outstanding principal balance of Advances being repaid through but excluding the date of such repayment and (2) any and all Breakage Costs payable under Section 2.10of the Funding Agreement
by virtue thereof.

| |  | Very truly yours,         
| |  | --------------------------
| |  | SUPERIOR ESSEX FUNDING LLC
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  |                           
| |  | Title:                    
| |  |                           

5

---

Exhibit 2.06(c) to Funding Agreement

FORM OF CONVERSION/CONTINUATION NOTICE

The
Borrower hereby gives to the Administrative Agent a notice of Conversion/Continuation pursuant toSection 2.06(c)of the
Funding Agreement, and the Borrower hereby requests to [convert] [continue] on ,
 (the "[Conversion][Continuation] Date") from the Lenders on
a pro rata basis an aggregate principal amount of:



| |  | LIBOR Rate Advances |  | (which Advances shall be (a) in an aggregate amount equal to $1,000,000 or an integral multiple of $500,000 in excess thereof, and (b) for a LIBOR Period equal to [1][2]][3] months
| |  | ------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
undersigned hereby certifies that (i) the representations and warranties of the undersigned contained inArticle IVof
the Funding Agreement are and shall be true and correct in all respects on and as of the date hereof and on and as of the [Conversion][Continuation]
Date; (ii) no Termination Event or Incipient Termination event has occurred and is continuing on the date hereof or on the
[Conversion][Continuation] Date or will result from the [conversion] [continuation] of the Advances; and
(iii) the conditions set forth inSection 3.02of the Funding Agreement have been satisfied.

Unless
otherwise defined herein, terms defined inAnnex Xto the Funding Agreement shall have the same meanings in this
[Conversion][Continuation] Notice.

Dated:
 , 20

| |  | Very truly yours,         
| |  | --------------------------
| |  | SUPERIOR ESSEX FUNDING LLC
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  |                           
| |  | Title:                    
| |  |                           

6

---

Exhibit 5.02(b) to Funding Agreement

Form of

BORROWING
BASE CERTIFICATE

Attached

7

---

Exhibit 10.03 to Funding Agreement

Form of

POWER
OF ATTORNEY

This
Power of Attorney is executed and delivered by [Superior Essex Funding LLC, as Borrower] [Superior Telecommunications Inc., as
Servicer] ("Grantor") under the Funding Agreement (as defined below), to General Electric Capital Corporation, as Administrative Agent under
the Funding Agreement (hereinafter referred to as "Attorney"), pursuant to that certain Receivables Funding Agreement dated as of November 6,
2002 (the "Funding Agreement"), by and among Grantor, the other parties thereto and Attorney and the other Related Documents. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the Funding Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action
or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or
fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor
irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of
Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or cancelled by Grantor until all Borrower Obligations under the Related Documents have been
indefeasibly paid in full and Attorney has provided its written consent thereto.

Grantor
hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in Attorney's own name, from time to time in Attorney's discretion, to take
any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes
of the Funding Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence
and during the continuance of any Termination Event, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and
receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, and sign and endorse any invoices, freight or
express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any Borrower Collateral; (b) effect any repairs
to any Borrower Collateral, or continue or obtain any insurance in respect of any Borrower Collateral and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust
all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or
placed on or threatened against any Borrower Collateral; (d) defend any suit, action or proceeding brought against it or any Borrower Collateral if the Grantor does not defend such suit, action
or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding
described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any claim, Litigation, suit or proceeding in any court of
competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any
Borrower Collateral or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (f) sell, transfer, pledge, make any agreement
with respect to, or otherwise deal with, any Borrower Collateral, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in
connection therewith; and (g) cause the certified public accountants then engaged by it to prepare

8

---

and deliver to Attorney at any time and from time to time, promptly upon Attorney's request, any and all financial statements or other reports required to be delivered by or on behalf of Grantor
under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney's option and its expense, at any time or from time to time, all
acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Borrower Collateral and the Lenders' Liens thereon, all as fully and effectively as it might
do. Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney is executed by Grantor, and Grantor has caused its seal to be affixed pursuant to the authority
of its board of directors this    day of November, 2002.

Grantor
ATTEST:

|By:    |  |  |  | (SEAL)
|------ |  |  |  | ------
|       |  |  |  |       
|Title: |  |  |  |       
|       |  |  |  |       

[Notarization in appropriate form for the state of execution is required.]

9

---

Exhibit 14.02(b) to Funding Agreement

FORM OF ASSIGNMENT AGREEMENT

This
Assignment Agreement (this "Agreement") is made as of  ,
 by and between
 ("Assignor Lender") and
 ("Assignee Lender") and
acknowledged and consented to by GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent ("Administrative Agent"). All capitalized terms used in this Agreement and not otherwise defined herein
will have the respective meanings set forth in the Funding Agreement as hereinafter defined.

RECITALS:

WHEREAS,
Superior Essex Funding LLC, a Delaware limited liability company (the "Borrower"), Superior Telecommunications Inc., a Delaware corporation (the "Servicer"), the
financial institutions signatory thereto from time to time as lenders (the "Lenders"), and the Administrative Agent have entered into that certain Receivables Funding Agreement dated as of
November 6, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the "Funding Agreement") pursuant to which the Lenders (including the Assignor Lender) have agreed
to make certain Advances to Borrower;

WHEREAS,
Assignor Lender desires to assign to Assignee Lender[all/a
portion]of its interest in the Advances (as described below) and the Borrower Collateral and to delegate to Assignee Lender [all/a portion]of its Commitment and other duties with respect to such Advances
and Borrower Collateral;

WHEREAS,
Assignee Lender desires to become a Lender under the Funding Agreement and to accept such assignment and delegation from Assignor Lender; and

WHEREAS,
Assignee Lender desires to appoint the Administrative Agent to serve as agent for Assignee Lender under the Funding Agreement;

NOW,
THEREFORE, in consideration of the premises and the agreements, provisions, and covenants herein contained, Assignor Lender and Assignee Lender agree as follows:

1. ASSIGNMENT, DELEGATION, AND ACCEPTANCE

1.1Assignment.Assignor Lender hereby transfers and assigns to Assignee Lender, without recourse and without
representations or warranties of any kind (except as set forth inSection 3.2 below), [all/such percentage]of Assignor Lender's right, title, and interest in the
Advances, Related Documents and Borrower Collateral as will result in Assignee Lender having as of the Effective Date (as hereinafter defined) a Pro Rata Share thereof, as follows:

Assignee Lender's Loans


Principal Amount

Pro Rata ShareAdvances

$


%


1.2Delegation.Assignor Lender hereby irrevocably assigns and delegates to Assignee Lender [all/a portion]of its Commitments and its other duties and obligations as a
Lender under the Related Documents equivalent to [100%/%]of Assignor Lender's Commitment (such percentage representing a commitment of $).

1.3Acceptance by Assignee Lender.By its execution of this Agreement, Assignee Lender irrevocably purchases,
assumes and accepts such assignment and delegation and agrees to be a Lender with respect to the delegated interest under the Related Documents and to be bound by the terms and conditions thereof. By
its execution of this Agreement, Assignor Lender agrees, to the extent provided

---

herein, to relinquish its rights and be released from its obligations and duties under the Funding Agreement.

1.4Effective Date.Such assignment and delegation by Assignor Lender and acceptance by Assignee Lender will be
effective and Assignee Lender will become a Lender under the Related Documents as
of the date of this Agreement ("Effective Date") and upon payment of the Assigned Amount and the Assignment Fee (as each term is defined below).

2. INITIAL PAYMENT AND DELIVERY OF NOTES

2.1Payment of the Assigned Amount.Assignee Lender will pay to Assignor Lender, in immediately available funds,
not later than 12:00 noon (New York City time) on the Effective Date, an amount equal to its Pro Rata Share of the then outstanding principal amount of the Advances as set forth above in Section 1.1together with accrued interest, fees and other amounts as set forth onSchedule 2.1(the "Assigned Amount").

2.2Payment of Assignment Fee.[Assignor
Lender] [Assignee Lender]will pay to the Administrative Agent, for
its own account in immediately available funds, not later than 12:00 noon (New York City time) on the Effective Date, an assignment fee in the amount of $3,500 (the "Assignment Fee") as required
pursuant to Section 14.02(b) of the Funding Agreement.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1Assignee Lender's Representations, Warranties and Covenants.Assignee Lender hereby represents, warrants,
and covenants the following to Assignor Lender and the Administrative Agent:



---



3.2Assignor Lender's Representations, Warranties and Covenants.Assignor Lender hereby represents, warrants and
covenants the following to Assignee Lender:



4. LIMITATIONS OF LIABILITY

Neither Assignor Lender (except as provided inSection 3.2) nor the Administrative Agent makes any
representations or warranties of any kind, nor assumes any responsibility or liability whatsoever, with regard to (a) the Related Documents or any other document or instrument furnished
pursuant thereto or the Advances or other Borrower Obligations, (b) the creation, validity, genuineness, enforceability, sufficiency, value or collectibility of any of them, (c) the
amount, value or existence of the Borrower Collateral, (d) the perfection or priority of any Lien upon the Borrower Collateral, or (e) the financial condition of Borrower or any of its
Affiliates or other obligor or the performance or observance by Borrower or any of its Affiliates of its obligations under any of the Related Documents. Neither Assignor Lender nor the Administrative
Agent has or will have any duty, either initially or on a continuing basis, to make any investigation, evaluation, appraisal of, or any responsibility or liability with respect to the accuracy or
completeness of, any information provided to Assignee Lender which has been provided to Assignor Lender or the Administrative Agent by Borrower or any of its Affiliates. Nothing in this Agreement or
in the Related Documents shall impose upon the Assignor Lender or the Administrative Agent any fiduciary relationship in respect of the Assignee Lender.

---

5. FAILURE TO ENFORCE

No failure or delay on the part of the Administrative Agent or Assignor Lender in the exercise of any power, right, or privilege hereunder or under any Related
Document will impair such power, right, or privilege or be construed to be a waiver of any default or acquiescence therein. No single or partial exercise of any such power, right, or privilege will
preclude further exercise thereof or of any other right, power, or privilege. All rights and remedies existing under this Agreement are cumulative with, and not exclusive of, any rights or remedies
otherwise available.

6. NOTICES

Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given will be in writing and addressed to the
respective party as set forth below its signature hereunder, or to such other address as the party may designate in writing to the other.

7. AMENDMENTS AND WAIVERS

No amendment, modification, termination, or waiver of any provision of this Agreement will be effective without the written concurrence of Assignor Lender, the
Administrative Agent and Assignee Lender.

8. SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. In the event any
provision of this Agreement is or is held to be invalid, illegal, or unenforceable under applicable law, such provision will be ineffective only to the extent of such invalidity, illegality, or
unenforceability, without invalidating the remainder of such provision or the remaining provisions of the Agreement. In addition, in the event any provision of or obligation under this Agreement is or
is held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions or obligations in any other jurisdictions will not in any
way be affected or impaired thereby.

9. SECTION TITLES

Section and Subsection titles in this Agreement are included for convenience of reference only, do not constitute a part of this Agreement for any other purpose,
and have no substantive effect.

10. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11. APPLICABLE LAW

THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

12. COUNTERPARTS

This Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which, when so executed and delivered, will be deemed an original and all of which shall together constitute one and the same instrument.

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IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

|Assignee Lender      |  | Assignor Lender    
|-------------------- |  | -------------------
|                     |  |                    
|                     |  |                    
|By:                  |  |                    
|                     |  |                    
|Title:               |  |                    
|                     |  |                    
|Notice Address       |  | Notice Address     
|                     |  |                    
|Account Information: |  | Account Information

Acknowledged
and Consented to:

GENERAL ELECTRIC CAPITAL CORPORATION

|By: |  |                               |  | 
|--- |  | ----------------------------- |  | 
|    |  |                               |  | 
|    |  | Its Duly Authorized Signatory |  | 

SUPERIOR ESSEX FUNDING LLC

|By: |  |              |  | 
|--- |  | ------------ |  | 
|    |  |              |  | 
|    |  | Name:
Title: |  | 

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SCHEDULE
2.1

Assignor Lender's Loans

|                 |  |            |  | Principal Amount
|---------------- |  | ---------- |  | ----------------
|Revolving Loans  |  | $          |  |                 
|Accrued Interest |  | $          |  |                 
|Unused Line Fee  |  | $          |  |                 
|Other + or-      |  | $          |  |                 
|                 |  | Total    $ |  |                 

All
determined as of the Effective Date

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ANNEX 5.02(a)
to
FUNDING AGREEMENT

REPORTING
REQUIREMENTS OF THE BORROWER

The
Borrower shall furnish, or cause to be furnished, to each Lender and the Administrative Agent:



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Deutsche
Bank Trust Company Americas
130 Liberty Street
New York, New York 10006

ABA#
021-001-033
Account Name: GECC CAF Depository
Account # 50-232-854
Reference: Superior Essex Funding LLC

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ANNEX X

to

RECEIVABLES
SALE AGREEMENT

and

RECEIVABLES
FUNDING AGREEMENT

each
dated as of

November 6,
2002

Definitions
and Interpretation

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SECTION 1.Definitions and Conventions.Capitalized terms used in the Sale Agreement and the Funding
Agreement
shall have (unless otherwise provided elsewhere therein) the following respective meanings:



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Obligor Rating of Such Obligor

General Concentration PercentageAA- and Aa3 or higher

10%At least A and A2 but less than AA- and Aa3

8%At least BBB and Baa2 but less than A and A2

6%Less than BBB or Baa2 (or Obligors without an Obligor Rating from S&P or Moody's)

5%




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SECTION
2.Other Terms and Rules of Construction.

(a)Accounting Terms.Unless otherwise specifically provided therein, any accounting term used in any Related Document shall
have the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed in accordance with GAAP consistently applied. That certain items or
computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing.

(b)Other Terms.All other undefined terms contained in any of the Related Documents shall, unless the context indicates
otherwise, have the meanings provided for by the UCC as in effect in the State of New York to the extent the same are used or defined therein.

(c)Rules of Construction.Unless otherwise specified, references in any Related Document or any of the Appendices thereto to
a Section, subsection or clause refer to such Section, subsection or clause as contained in such Related Document. The words "herein," "hereof" and "hereunder" and other words of similar import used
in any Related Document refer to such Related Document as a whole, including all annexes, exhibits and schedules, as the same may from time to time be amended, restated, modified or supplemented, and
not to any particular section, subsection or clause contained in such Related Document or any such annex, exhibit or schedule. Any reference to or definition of any

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document, instrument or agreement shall, unless expressly noted otherwise, include the same as amended, restated, supplemented or otherwise modified from time to time. Wherever from the context it
appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, feminine and neuter genders. The words "including," "includes" and "include" shall be deemed to be followed by the words "without limitation"; the word "or" is not exclusive; references to
Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Related Documents) or, in the case of Governmental Authorities, Persons succeeding to the
relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations.

(d)  Rules
of Construction for Determination of Ratios. The Ratios as of the last day of the Settlement Period immediately preceding the Closing Date shall be established by
the Administrative Agent on or prior to the Closing Date and the underlying calculations for periods immediately preceding the Closing Date to be used in future calculations of the Ratios shall be
established by the Administrative Agent on or prior to the Closing Date in accordance with the form of Monthly Report. For purposes of calculating the Ratios, (i) averages shall be computed by
rounding to the second decimal place and (ii) the Settlement Period in which the date of determination thereof occurs shall not be included in the computation thereof and the first Settlement
Period immediately preceding such date of determination shall be deemed to be the Settlement Period immediately preceding the Settlement Period in which such date of determination occurs.

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ANNEX Y

SCHEDULE
OF DOCUMENTS

Attached

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ANNEX Z

SPECIAL
CONCENTRATION PERCENTAGES

OBLIGOR
PERCENTAGE

|                                                   
|---------------------------------------------------
|Obligor                                            
|                                                   
|Graybar Electric Company                           
|                                                   
|A. O. Smith                                        
|                                                   
|Sprint North Supply Inc.
Sprint Products Group Inc.

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