Execution
      Version 

     

      
        

      

    

     

    U.S.
      $200,000,000

     

    THIRD
      AMENDMENT AND RESTATEMENT

     

    Dated
      as
      of September 17, 2008

     

    of

     

    RECEIVABLES
      LOAN AND SECURITY AGREEMENT

     

    Dated
      as
      of April 11, 2007

     

    Among

     

    EDUCATION
      EMPOWERMENT SPV LLC,

     

    as
      the
      Borrower

     

    and

     

    AUTOBAHN
      FUNDING COMPANY LLC,

     

    as
      a
      Lender

     

    and

     

    DZ
      BANK
      AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,

    FRANKFURT
      AM MAIN

     

    as
      the
      Agent

     

    and

     

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

     

    as
      the
      Backup Servicer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      THIRD AMENDED AND RESTATED RECEIVABLES LOAN AND SECURITY AGREEMENT is made
      as of
      September 17, 2008, among:

     

    
      	 	
              (1)

            	
              EDUCATION
                EMPOWERMENT SPV, LLC, a Delaware limited liability company (the
                “Borrower”);

            


    

     

    
      	 	
              (2)

            	
              AUTOBAHN
                FUNDING COMPANY LLC (“Autobahn”),
                as a Lender (as defined herein); 

            


    

     

    
      	 	
              (3)

            	
              DZ
                BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN
                (“DZ
                BANK”),
                as agent for the Lender (the “Agent”);
                and

            


    

     

    
      	 	
              (4)

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

            


    

     

    Background. The
      parties named above have entered into a Receivables Loan and Security Agreement,
      dated as of April 11, 2007 (as amended and restated pursuant to (i) the Amended
      and Restated Receivables Loan and Security Agreement, dated as of November
      9,
      2007, and (ii) the Second Amended and Restated Receivables Loan and Security
      Agreement, dated as of May 14, 2008, each among the parties named above, the
      “Existing
      RLSA”),
      and
      now wish to (a) amend and restate the Existing RLSA to be as set forth herein
      and (b) provide for the forbearance of certain actions as a result of Events
      of
      Default as set forth in Section
      6.17(b)
      herein.

     

    NOW
      THEREFORE, IT IS AGREED as follows:

     

    ARTICLE
      I.

     

    DEFINITIONS

     

    SECTION
      1.01 Certain
      Defined Terms.
      (a)
      Certain capitalized terms used throughout this Agreement are defined above
      or in
      this Section 1.01.

     

    (b) As
      used
      in this Agreement and the exhibits and schedules thereto (each of which is
      hereby incorporated herein and made a part hereof), the following terms shall
      have the following meanings (such meanings to be equally applicable to both
      the
      singular and plural forms of the terms defined):

     

    “Account
      Bank”
means
      BNYTC, as the Depository Institution with which the Accounts have been
      established and are being maintained, or any successor thereto in such function
      that is an Eligible Depository Institution acceptable to the Agent.


     

    “Account
      Bank’s Fees”
means
      ongoing fees and expenses of the Borrower, if any, in respect of maintaining
      the
      Accounts with the Account Bank. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Account
      Control Agreement”
means
      the Account Control Agreement, dated as of the Closing Date, among the Account
      Bank, the Borrower and the Agent, in respect of the Accounts maintained with
      the
      Account Bank.

     

    “Accounts”
means
      the Collection Account and the Reserve Account.

     

    “Active
      Backup Servicer’s Fee”
means,
      for any Remittance Period or portion thereof after the occurrence of a Servicer
      Default and the appointment of the Backup Servicer as Servicer, the amount
      of
      fees and expenses stated to be payable to the Backup Servicer for such period
      on
      Exhibit F hereto.

     

    “Adjusted
      Eurodollar Rate”
means,
      with respect to any Fixed Period for any Loan allocated to such Fixed Period,
      an
      interest rate per annum equal to the sum of (i) the applicable Adjusted
      Eurodollar Rate Margin (whether for the PrePrime Percentage or the Prime
      Percentage) to be applied in using the Adjusted Eurodollar Rate to determine
      the
      separate Yield Rate and calculation of Yield in respect of the PrePrime
      Percentage and Prime Percentage of all Loans outstanding, and (ii) an
      interest rate per annum equal to the average of the interest rates per annum
      (rounded upwards, if necessary, to the nearest 1/16 of 1%) reported during
      such
      Fixed Period on the Bloomberg
      Financial Markets
      system
      as the London Interbank Offered Rate for United States dollar deposits having
      a
      term of thirty (30) days and in a principal amount of $1,000,000 or more (or,
      if
      such system shall cease to be publicly available or, if the information
      contained in such system, in the Lender’s sole judgment, shall cease to
      accurately reflect such London Interbank Offered Rate, such rate as reported
      by
      any publicly available recognized source of similar market data selected by
      the
      Lender that, in the Lender’s reasonable judgment, accurately reflects such
      London Interbank Offered Rate).

     

    “Adjusted
      Eurodollar Rate Margin”
has
      the
      meaning ascribed thereto in the Fee Letter (which shall ascribe an Adjusted
      Eurodollar Rate Margin for both the PrePrime Percentage and the Prime Percentage
      of Loans). 

     

    “Advance
      Amount”
means
      (a) with respect to the initial Loan hereunder and each Loan thereafter,
      other than any Marginal Allowable Advance, an amount equal to the product of
      (i) the Maximum Advance Percentage multiplied by (ii) the aggregate
      Outstanding Balances of all of the Eligible Receivables being Pledged hereunder
      on the related Borrowing Date to secure such Loan, and (b) with respect to
      a Marginal Allowable Advance, an amount specified by the Borrower in the related
      Notice of Borrowing for the Marginal Allowable Advance, not exceeding the
      excess, if any, of the Fees and other third party fees and expenses
      distributable on the related Remittance Date on which such Borrowing is to
      occur
      pursuant to clauses (i), (ii), (iii), (iv) or (v) of Section
      2.05(c),
      over
      the amount of Collections available for the payment of such Fees and other
      third
      party fees and expenses on such Remittance Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Advance
      Percentage”
means
      at any time the decimal expressed as a percentage equal to:

     

     
           
      FA-CA    

       ERB

     

    
      	
              where:

            	
              FA

            	
              =

            	
              the
                Facility Amount at such time;

            
	 	 	 	 
	 	
              CA

            	
              =

            	
              the
                amount of Collections on deposit in the Collection Account at such
                time to
                be applied in accordance with Section 2.05
                on
                the next Remittance Date, minus the portion of such Collections which
                are
                required to be set aside for the payment of accrued Yield pursuant
                to
                Section 2.05(a)
                hereof; and

            
	 	 	 	 
	 	
              ERB

            	
              =

            	
              the
                Eligible Receivables Balance at such
                time.

            


    

     

    “Adverse
      Claim”
means
      a
      lien, security interest, charge, encumbrance or other right or claim of any
      Person other than, with respect to the Pledged Assets, any lien, security
      interest, charge, encumbrance or other right or claim in favor of the Lender
      (or
      the Agent on behalf of the Lender).

     

    “Affected
      Party”
has
      the
      meaning assigned to that term in Section 2.13.

     

    “Affiliate”
when
      used with respect to a Person, means any other Person controlling, controlled
      by
      or under common control with such Person. For the purposes of this definition,
      “control,” when used with respect to any specified Person, means the power to
      direct the management and policies of such Person, directly or indirectly,
      whether through the ownership of voting securities, by contract or otherwise;
      and the terms “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Agent”
has
      the
      meaning assigned to that term in the preamble hereto.

     

    “Agreement”
means
      this Receivables Loan and Security Agreement, as the same may be amended,
      restated, supplemented and/or otherwise modified from time to time hereafter.
      

     

    “Amendment
      No. 1 Closing Date”
means
      November 9, 2007. 

     

    “Amendment
      No. 1 to Custodial Agreement”
means
      the Amendment No. 1 to Custodial Agreement, dated as of the Amendment No. 1
      Closing Date and amending the Custodial Agreement as existing on the Amendment
      No. 1 Closing Date but prior to giving effect thereto, among the parties to
      such
      Custodial Agreement. 

     

    “Amendment
      No. 1 to Servicing Agreement (PrePrime)”
means
      the Amendment No. 1 to Servicing Agreement (PrePrime), dated as of the Amendment
      No. 1 Closing Date and amending the Initial Servicing Agreement (PrePrime)
      as
      existing on the Amendment No. 1 Closing Date but prior to giving effect thereto,
      among the parties to the Initial Servicing Agreement (PrePrime).

     

    “Amendment
      No. 1 to Transfer and Contribution Agreement (PrePrime)”
means
      the Amendment No. 1 to Transfer and Contribution Agreement (PrePrime), dated
      as
      of the Amendment No. 1 Closing Date and amending the Transfer and Contribution
      Agreement (PrePrime) as existing on the Amendment No. 1 Closing Date but prior
      to giving effect thereto, between EEF as transferor and the Borrower as
      transferee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    “Amendment
      No. 1 to Transfer and Contribution Agreement (Prime)”
means
      the Amendment No. 1 to Transfer and Contribution Agreement (Prime), dated as
      of
      the Amendment No. 2 Closing Date and amending the Transfer and Contribution
      Agreement (Prime) as existing on the Amendment No. 2 Closing Date but prior
      to
      giving effect thereto, between EEF as transferor and the Borrower as
      transferee.

     

    “Amendment
      No. 2 Closing Date”
means
      May 14, 2008.

     

    “Amendment
      No. 2 to Transfer and Contribution Agreement (PrePrime)”
means
      the Amendment No. 2 to Transfer and Contribution Agreement (PrePrime), dated
      as
      of the Amendment No. 2 Closing Date and amending the Transfer and Contribution
      Agreement (PrePrime) (as amended by the Amendment No. 1 to Transfer and
      Contribution Agreement (PrePrime)) as existing on the Amendment No. 2 Closing
      Date but prior to giving effect thereto, between EEF as transferor and the
      Borrower as transferee.

     

    “Amendment
      No. 2 to Transfer and Contribution Agreement (Prime)”
means
      the Amendment No. 2 to Transfer and Contribution Agreement (Prime), dated as
      of
      the Amendment No. 3 Closing Date and amending the Transfer and Contribution
      Agreement (Prime) (as amended by the Amendment No. 1 to Transfer and
      Contribution Agreement (Prime)) as existing on the Amendment No. 3 Closing
      Date
      but prior to giving effect thereto, between EEF as transferor and the Borrower
      as transferee.

     

    “Amendment
      No. 3 Closing Date”
means
      September 17, 2008.

     

    “Amendment
      Transaction Documents”
means
      this Third Amended and Restated Receivables Loan and Security Agreement and
      the
      Amendment No. 2 to Transfer and Contribution Agreement (Prime).

     

    “Approved
      Origination Agreement”
means
      (i) each Doral Origination Agreement, and (ii) each other Origination
      Agreement with an Eligible Originator in form and substance reasonably
      acceptable to the Agent (it being understood that if the Agent is given an
      opportunity to review such Origination Agreement and it complies with applicable
      structural or legal standards substantially similar to those which the Agent
      applied in approving the Doral Origination Agreements, such other Origination
      Agreement shall be deemed reasonably acceptable to the Agent). 

     

    “Assigned
      Documents”
has
      the
      meaning assigned to that term in Section 2.14.

     

    “Assignment”
has
      the
      meaning set forth in the applicable Transfer and Contribution Agreement.


     

    “Assignment
      and Acceptance”
has
      the
      meaning assigned to that term in Section 9.04.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    “Autobahn”
has
      the
      meaning assigned to that term in the preamble hereto.

     

    “Backup
      Servicer”
means
      Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), or any
      substitute Backup Servicer appointed by the Agent pursuant to Section 6.15.

     

    “Backup
      Servicer Delivery Date”
has
      the
      meaning assigned to that term in Section 6.12(e). 

     

    “Backup
      Servicing Agreement”
has
      the
      meaning assigned such term in Section 6.15(a). 

     

    “Backup
      Servicing Agreement Servicing Standard”
means,
      in connection with a Backup Servicing Agreement, that the Backup Servicer will
      perform replacement Servicer functions and duties in accordance with its
      customary practices, procedures or standards with the same care, skill and
      diligence that it uses or would use in servicing and administering private
      student loans or similar financial assets for its own account (or, if such
      standard is higher, that it uses for the account of others, other than the
      Borrower and Agent).

     

    “Bankruptcy
      Code”
means
      Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as
      amended.

     

    “Bankruptcy
      Event”
shall
      be deemed to have occurred with respect to a Person if either:

     

    (a) a
      case or
      other proceeding shall be commenced, without the application or consent of
      such
      Person, in any court, seeking the liquidation, reorganization, debt arrangement,
      dissolution, winding up, or composition or readjustment of debts of such Person,
      the appointment of a trustee, receiver, custodian, liquidator, assignee,
      sequestrator or the like for such Person or all or substantially all of its
      assets, or any similar action with respect to such Person under any law relating
      to bankruptcy, insolvency, reorganization, winding up or composition or
      adjustment of debts, and such case or proceeding shall continue undismissed,
      or
      unstayed and in effect, for a period of 60 consecutive days; or an order for
      relief in respect of such Person shall be entered in an involuntary case under
      the federal bankruptcy laws or other similar laws now or hereafter in effect;
      or

     

    (b) such
      Person shall commence a voluntary case or other proceeding under any applicable
      bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
      similar law now or hereafter in effect, or shall consent to the appointment
      of
      or taking possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) for such Person or for any substantial
      part of its property, or shall make any general assignment for the benefit
      of
      creditors, or shall fail to, or admit in writing its inability to, pay its
      debts
      generally as they become due, or, if a corporation or similar entity, its board
      of directors or members shall vote to implement any of the
      foregoing.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    “Base
      Rate”
means,
      on any date, a fluctuating rate of interest per annum equal to the arithmetic
      average of the rates of interest publicly announced by JPMorgan Chase Bank
      and
      Citibank, N.A. (or their respective successors) as their respective prime
      commercial lending rates (or, as to any such bank that does not announce such
      a
      rate, such bank’s “base” or other rate determined by the Lender to be the
      equivalent rate announced by such bank), except that, if any such bank shall,
      for any period, cease to announce publicly its prime commercial lending (or
      equivalent) rate, the Agent shall, during such period, determine the Base Rate
      based upon the prime commercial lending (or equivalent) rates announced publicly
      by the other such banks or, if each such bank ceases to announce publicly its
      prime commercial lending (or equivalent) rate, based upon the prime commercial
      lending (or equivalent) rate or rates announced publicly by one or more other
      banks reasonably acceptable to the Borrower. The prime commercial lending (or
      equivalent) rates used in computing the Base Rate are not intended to be the
      lowest rates of interest charged by such banks in connection with extensions
      of
      credit to debtors. The Base Rate shall change as and when such banks’ prime
      commercial lending (or equivalent) rates change. 

     

    “BNYTC”
means
      The Bank of New York Trust Company, N.A.

     

    “Borrower”
has
      the
      meaning assigned to that term in the preamble hereto.

     

    “Borrowing”
means
      a
      borrowing of Loans under this Agreement.

     

    “Borrowing
      Base Certificate”
means
      a
      report, in substantially the form of Exhibit A,
      prepared by the Borrower for the benefit of Lender pursuant to Section 6.12(c).

     

    “Borrowing
      Base Deficiency”
means,
      at any time that the Overcollateralization Amount is less than the Minimum
      Overcollateralization Amount, an amount equal to the amount of such
      deficiency.

     

    “Borrowing
      Date”
means,
      with respect to any Borrowing, the date on which such Borrowing is funded,
      which
      date, other than in the case of the initial Borrowing, shall be a Subsequent
      Borrowing Date.

     

    “Borrowing
      Limit”
means
      as of the Closing Date $100,000,000 and as of the Amendment No. 1 Closing Date,
      $200,000,000; provided,
      however,
      that at
      all times, on or after the Early Amortization Commencement Date, the Borrowing
      Limit shall mean the aggregate outstanding principal balance of the
      Loans.

     

    “Business
      Day”
means
      a
      day of the year other than a Saturday or a Sunday or any other day on which
      banks are authorized or required to close in New York City or St. Paul,
      Minnesota; provided,
      that,
      if any determination of a Business Day shall relate to a Loan bearing interest
      at the Adjusted Eurodollar Rate, the term “Business Day” shall also exclude any
      day on which banks are not open for dealings in dollar deposits in the London
      interbank market.

     

    “Calculated
      Hedge Amortizing Balance”
means,
      as of any date of determination, the projected amortizing balance of the Loans
      advanced by the Lender hereunder with respect to Pledged Receivables as of
      such
      date (including, as applicable, Receivables which were Pledged by the Borrower
      on such date thereby becoming Pledged Receivables on such date), determined
      by
      the Agent in its sole discretion, based upon the Outstanding Balances of such
      Pledged Receivables as of such date, adjusted for prepayments, defaults,
      recoveries and delinquencies which, in the sole judgment of the Agent, are
      representative of expected prepayments, defaults, recoveries and delinquencies
      on the Pledged Receivables.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    “Capital
      Limit”
means,
      at any time, an amount equal to:

     

    
      	 	 	 	ERB – MOCA +
              CA
	 	 	 	 
	
              where:

               

            	
              ERB

               

            	
              =

               

            	
              the
                Eligible Receivables Balance at such time;

               

            
	 	
              MOCA

               

            	
              =

               

            	
              the
                Minimum Overcollateralization Amount at such time; and

               

            
	 	
              CA

               

            	
              =

               

            	
              the
                amount of Collections on deposit in the Collection Account at such
                time to
                be applied in accordance with Section 2.05
                on
                the next Remittance Date, minus
                the portion of such Collections which are required for the payment
                of
                accrued Yield and Fees.

            


    

     

    “CCS”
means
      Credit Control Services, Inc.

     

    “CCS
      Agreement”
means
      the CCS Collection Agreement between the Borrower and CCS, dated August 30,
      2007, as supplemented by the Collection Servicer Consent Letter dated August
      30,
      2007 among the Borrower, CCS and the Agent, pursuant to which CCS provides
      Collection Services to the Borrower.

     

    “Change
      of Control”
means
      that at any time (i) EEF shall own directly or indirectly less than 100% of
      all membership interests of the Borrower, (ii) any event or condition
      occurs which results in any Person or “group” (within the meaning of
      Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended)
      other than a Person or group that owns membership interests of EEF on and as
      of
      the Closing Date: (A) having acquired beneficial ownership of 50% or more
      of any outstanding class of membership interests of EEF having ordinary voting
      power in the election of directors or managers of EEF or (B) obtaining the
      power (whether or not exercised) to elect a majority of EEF’s directors or
      managers, (iii) EEF or the Borrower merge or consolidate with any other
      Person or (iv) any two of the following three people are not employed in
      senior management positions at EEF and/or are not involved in the day-to-day
      operations of EEF and at least one of such two people have not been replaced
      by
      a person or persons approved in writing by the Agent within sixty (60) days
      of
      the last day on which such person or persons were employed in senior management
      positions at EEF and/or were involved in the day-to-day operations of EEF:
      Edwin
      McGuinn, Jr., Raza Khan and Vishal Garg. 

     

    “Closing
      Date”
means
      April 11, 2007.

     

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

     

    “Collateral
      Receipt”
has
      the
      meaning assigned to that term in the Custodial Agreement.

     

    “Collection
      Account”
means
      a
      special trust account (account number 775792) in the name of the Borrower
      established by the Borrower at the Account Bank and subject to the Account
      Control Agreement, or any successor thereto with a subsequent Account Bank,
      if
      ever any, established under terms and conditions, including a substantially
      similar account control arrangement, acceptable to the Agent, it being
      understood that the funds deposited therein (including any interest and earnings
      thereon) from time to time shall constitute the property and assets of the
      Borrower and the Borrower shall be solely liable for any taxes payable with
      respect to the Collection Account.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    “Collection
      Date”
means
      the date on which the aggregate outstanding principal amount of the Loans have
      been repaid in full and all Yield and Fees and all other Obligations have been
      paid in full, and the Lender shall have no further obligation to make any
      additional Loans. 

     

    “Collection
      Policy”
      means

     

    (a) in
      respect of PrePrime Receivables, collectively, the written student loan
      servicing policies, guidelines, standards and undertakings (the “Servicing
      Guidelines”
in
      respect of PrePrime Receivables) as set forth in the Initial Servicing Agreement
      (PrePrime) (including Exhibit A thereto) and the Initial Collection Servicing
      Agreement (including Exhibit A thereto), which agreements are annexed hereto
      as
      part of Schedule V,
      as such
      Servicing Guidelines may hereafter be amended, modified or supplemented from
      time to time in compliance with the terms of this Agreement, and 

     

    (b) in
      respect of Prime Receivables, collectively, the written student loan servicing
      policies, guidelines, standards and undertakings (the “Servicing
      Guidelines”
in
      respect of Prime Receivables) as set forth in the Initial Servicing Agreement
      (Preprime) (including Exhibit A thereto) and the Initial Collection Servicing
      Agreement (including Exhibit A thereto), which agreements are annexed hereto
      as
      part of Schedule V,
      as such
      Servicing Guidelines may hereafter be amended, modified or supplemented from
      time to time in compliance with the terms of this Agreement.

     

    “Collections”
means,
      with respect to any Pledged Receivable, all cash receipts and proceeds in
      respect of such Pledged Receivable and the Other Conveyed Property securing
      such
      Pledged Receivable, all payments of any principal, interest, fees, delinquent
      payments recovered in subsequent months, prepaid principal, liquidation
      proceeds, late fees, redemption fees, other penalty fees and charges, or other
      amounts with respect to the Contract and any other agreement, guaranty or
      instrument related to such Pledged Receivable, all cash proceeds of any Other
      Conveyed Property or other Pledged Assets with respect to such Pledged
      Receivable and any amounts paid to the Borrower under any Qualifying Interest
      Rate Hedge or the interest rate hedging arrangement contemplated thereby.


     

    “Collection
      Servicer”
means
      CCS, or any successor loan servicer or collection agent that the Borrower may
      engage from time to time in connection with the component of its Servicing
      Undertaking consisting of Collection Services (and that has executed an
      acknowledgment and consent in favor of the Agent substantially similar to that
      executed by CCS in connection with the CCS Servicing Agreement). 

     

    “Collection
      Servicer Fees”
means,
      in respect of any Remittance Period, any fees and out of pocket expenses, or
      the
      allocable monthly portion thereof relating to such Remittance Period if such
      fees and expenses are payable less frequently than monthly, payable to a
      Collection Servicer under the applicable Collection Servicing Agreement
      (provided, that if the applicable Collection Servicing Agreement so provides,
      such Collection Servicer Fees may be netted from Collections remittable by
      the
      Collection Servicer to the Borrower in accordance with the terms thereunder).
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    “Collection
      Services”
means
      the component of the Borrower’s Servicing Undertaking hereunder consisting of
      loan collection activities and services following loan delinquency exceeding
      a
      specified period, to the extent that such collection services are not covered
      under the primary Servicing Agreement. 

     

    “Collection
      Servicing Agreement”
means
      any written agreement procured by the Borrower from any Collection Servicer
      in
      connection with its provision of Collection Services to or for the benefit
      of
      the Borrower (it being understood that the CCS Agreement is a Collection
      Servicing Agreement within the meaning of this term). 

     

    “Commercial
      Paper Remittance Report”
means
      a
      report, in substantially the form of Exhibit B,
      furnished by the Borrower to the Agent for the Lender pursuant to Section 6.12(d).

     

    “Commitment
      Percentage”
has
      the
      meaning assigned to that term in Section 9.04(b).

     

    “Computer
      Tape or Listing”
means
      the computer tape or listing (whether in electronic form or otherwise) generated
      by or on behalf of the Borrower, which provides information relating to the
      Receivables included in the Eligible Receivables Balance.

     

    “Contract”
means
      with respect to any Receivable, collectively, (i) the student loan
      agreement or comparable contract or agreement pursuant to which a Receivable
      is
      originated by an extension of credit advanced to the applicable Obligor, and
      (ii) the promissory note evidencing such Receivable, in each case
      substantially in the applicable form (PrePrime Contract for a PrePrime
      Receivable, Prime Contract for a Prime Receivable) attached hereto as
Exhibit
      D,
      and
      which Contract does not evidence an extension of credit funded under the FFELP
      Program or the HEALP Program. 

     

    “CP
      Disruption Event”
means,
      at any time, the inability of the Issuer to raise (whether as a result of a
      prohibition or any other event or circumstance whatsoever) funds through the
      issuance of commercial paper notes in the United States commercial paper market,
      including, without limitation, by virtue of (i) any disruption in the
      commercial paper market, (ii) insufficient availability under the liquidity
      or enhancement facility entered into by the Issuer with respect to this
      Agreement or (iii) a downgrade of the rating of one or more financial
      institutions extending credit to or for the account of the Issuer or having
      a
      commitment to extend credit to the Lender under a liquidity or enhancement
      facility which relates to this Agreement to a level lower than that required
      by
      the Rating Agencies.

     

    “CP
      Margin”
has
      the
      meaning ascribed thereto in the Fee Letter (which shall ascribe a CP Margin
      for
      both the PrePrime Percentage and the Prime Percentage of outstanding
      Loans).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    “CP
      Rate”
means,
      with respect to any Fixed Period for all Loans allocated to such Fixed Period,
      (A) the per annum rate equivalent to the per annum rate (or if more than
      one rate, the weighted average of the rates) at which commercial paper notes
      of
      the Issuer having a term equal to such Fixed Period and to be issued to fund,
      in
      whole or in part, the applicable Loans (and, at the election of the Issuer,
      other loans by the Issuer) by the Issuer may be sold by any placement agent
      or
      commercial paper dealer selected by the Issuer, as agreed between each such
      agent or dealer and the Issuer and notified by the Issuer to the Agent and
      the
      Borrower; provided,
      however,
      if the
      rate (or rates) as agreed between any such agent or dealer and the Issuer with
      respect to any Fixed Period for the applicable Loans is a discount rate (or
      rates), the CP Rate for such Fixed Period shall be the rate (or, if more than
      one rate, the weighted average of the rates) resulting from converting such
      discount rate (or rates) to an interest-bearing equivalent rate per annum;
      provided,
      further,
      however,
      that
      such rate (or rates) shall reflect and give effect to borrowings to fund small
      or odd dollar amounts that are not easily accommodated in the commercial paper
      market to the extent that such amounts are allocated, in whole or in part,
      to
      such Loans, plus (B) the applicable CP Margin (whether for the PrePrime
      Percentage or the Prime Percentage) to be applied in using the CP Rate to
      determine the separate Yield Rate and calculation of Yield in respect of the
      PrePrime Percentage and Prime Percentage of all Loans outstanding.

     

    “CP
      Rollover Fixed Period”
means
      any Fixed Period other than any Fixed Period (i) applicable to the Loan
      arising as a result of the Borrowing on the initial Borrowing Date which shall
      have been requested in the Notice of Borrowing delivered in connection with
      such
      Borrowing, (ii) applicable to any new Loan arising as a result of a
      Borrowing on a Subsequent Borrowing Date which shall have been requested in
      the
      Notice of Borrowing delivered in connection with such Borrowing or
      (iii) applicable to any Loan accruing Yield at the Non-CP
      Rate.

     

    “Credit
      Policy”
means
      (i) with respect to PrePrime Receivables, the written student loan origination
      and underwriting policies of EEF applicable to PrePrime Receivables and entitled
      “Underwriting Guidelines”, as annexed hereto as part of Schedule IV,
      as such
      written guidelines may hereafter be amended, modified or supplemented from
      time
      to time in compliance with this Agreement, and (ii) with respect to Prime Loans,
      the written student loan origination and underwriting policies of EEF applicable
      to Prime Loans and entitled “MRU Underwriting Guidelines”, as annexed hereto as
      part of Schedule IV,
      as such
      written guidelines may hereafter be amended, modified or supplemented from
      time
      to time in compliance with this Agreement.

     

    “Credit
      and Collection Policy”
means,
      collectively, the Credit Policy and the Collection Policy.

     

    “Cured
      Previously Defaulted Receivable”
means
      any Pledged Receivable that previously had an amount due and payable under
      the
      related Contract that was unpaid for 181 days or more, but was subsequently
      cured to a delinquency level less than 181 days by payment received from the
      applicable Obligor (and such Pledged Receivable is no longer, at the relevant
      time, a Defaulted Receivable); provided, however, that a Defaulted Receivable
      can become a “Cured
      Previously Defaulted Receivable”
on
      a
      maximum of two separate occasions.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    “Cured
      Interest-Only PrePrime Receivable”
means
      Pledged Receivables consisting of Old PrePrime Receivables that would otherwise
      be included as Defaulted Receivables in the determination of Old PrePrime
      Annualized Default Rate, but that are no longer delinquent pursuant to the
      terms
      of the promissory note evidencing such Pledged Receivable.

     

    “Custodial
      Agreement”
means
      that certain Custodial and Collateral Agency Agreement dated as of the Closing
      Date among the Borrower, the Agent and the Custodian, as amended by the
      Amendment No. 1 to Custodial Agreement and Amendment No. 2 to Custodial
      Agreement, together with all instruments, documents and agreements executed
      in
      connection therewith, and as such Custodial Agreement may from time to time
      be
      further amended, restated, supplemented and/or otherwise modified in accordance
      with the terms thereof.

     

    “Custodian”
means
      BNYTC or any substitute Custodian appointed by the Agent pursuant to the
      Custodial Agreement.

     

    “Custodian’s
      Fee”
means,
      for any Remittance Period, an amount, payable out of Collections on the Pledged
      Receivables and amounts applied to the payment of, or treated as payments on,
      the Pledged Receivables, equal to the fees and expenses payable to the Custodian
      in respect of its provision of custodial services as set forth in the Custodial
      Agreement. 

     

    “Cut-Off
      Date”
has
      the
      meaning assigned such term in the Transfer and Contribution
      Agreement.

     

    “Debt”
of
      any
      Person means (i) indebtedness of such Person for borrowed money,
      (ii) obligations of such Person evidenced by bonds, debentures, notes or
      other similar instruments related to transactions that are classified as
      financings under GAAP, (iii) obligations of such Person to pay the deferred
      purchase price of property or services, (iv) obligations of such Person as
      lessee under leases which shall have been or should be, in accordance with
      GAAP,
      recorded as capital leases, (v) obligations secured by an Adverse Claim
      upon property or assets owned (under GAAP) by such Person, even though such
      Person has not assumed or become liable for the payment of such obligations
      and
      (vi) obligations of such Person under direct or indirect guaranties in
      respect of, and obligations (contingent or otherwise) to purchase or otherwise
      acquire, or otherwise to assure a creditor, against loss in respect of,
      indebtedness or obligations of others of the kinds referred to in clauses
      (i) through (v) above.

     

    “Default
      Funding Rate”
means
      an interest rate per annum equal to three percent (3%) plus the Base
      Rate.

     

    “Defaulted
      Receivable”
means,
      as of any time of determination, any Pledged Receivable:

     

    (i) with
      respect to which an amount due and payable under the related Contract remains
      unpaid for one hundred eighty-one (181) days or more after the Scheduled Due
      Date; or

     

    (ii) with
      respect to which any payment or other material terms of the related Contract
      have been modified, in connection with addressing delinquency or other credit
      concerns applicable to the related Obligor, after such Contract was acquired
      by
      the Borrower; or

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (iii) which
      has
      been or should be charged off, in accordance with the Collection Policy, as
      a
      result of the occurrence of a Bankruptcy Event with respect to the related
      Obligor or which has been or should otherwise be deemed by the Borrower (either
      itself or through the Servicer or Collection Servicer, as applicable)
      uncollectible in accordance with the Collection Policy; or

     

    (iv) with
      respect to which the related Obligor has become deceased.

     

    “Deferment”
means
      a
      period of time prior to a Contract entering Repayment status, during which
      the
      payment of principal installment obligations is deferred and accruing interest
      is capitalized periodically and added to the outstanding principal balance
      of
      the Receivable, in accordance with the terms of the applicable Credit and
      Collection Policy.

     

    “Delinquent
      Receivable”
means,
      as of any time of determination, any Pledged Receivable with respect to which
      any amount due and payable under the terms of the related Contract remains
      unpaid for more than thirty (30) days but not more than one hundred eighty
      (180)
      days after the Scheduled Due Date, provided, that a Pledged Receivable that
      has
      just entered Repayment status and with respect to which the Obligor has not
      yet
      made an initial installment payment, shall not be deemed to be a Delinquent
      Receivable until such Pledged Receivable becomes a Further Delinquent
      Receivable.

     

    “Depository
      Institution”
means
      a
      depository institution or trust company, incorporated under the laws of the
      United States or any State thereof, that is subject to supervision and
      examination by federal and/or State banking authorities. 

     

    “Doral”
means
      Doral Bank, FSB, a federally chartered savings bank.

     

    “Doral
      Origination Agreement”
      means

     

    (a)
      with
      respect to any PrePrime Receivables, collectively, the Loan Program Agreement
      between Doral and MRU Originations, dated as of February 28, 2006, and the
      Loan
      Sale Agreement between Doral as seller and EEF as purchaser, dated as of
      February 28, 2006, a copy of each of which is attached to the legal opinion
      of
      Hudson Cook delivered at or prior to the initial Borrowing Date following the
      Closing Date hereunder, and

     

    (b)
      with
      respect to any Prime Receivable, collectively, the Loan Program Agreement
      between Doral and MRU Originations, dated as of February 28, 2006, as
      supplemented by the supplemental letter agreement thereto relating to Prime
      Receivables dated on or about the Amendment No. 1 Closing Date, and the Loan
      Sale Agreement between Doral as seller and EEF as purchaser, dated as of
      February 28, 2006, a copy of each of which is attached to the legal opinion
      of
      Hudson Cook delivered at or prior to the Amendment No. 1 Closing Date hereunder.
      

     

    “DZ
      BANK”
has
      the
      meaning assigned to that term in the preamble hereto.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    “Early
      Amortization Commencement Date”
means
      the earlier of (i) the date of occurrence of any event described in
Section 7.01(a) hereof,
      (ii) the date of the declaration of the Early Amortization Commencement
      Date pursuant to any other subsection of Section 7.01,
      (iii) at the option of the Lender in its sole discretion, upon written
      notice to the Borrower and the Backup Servicer of the occurrence of an Early
      Amortization Event, or (iv) the Facility Maturity Date shall have
      occurred.

     

    “Early
      Amortization Event”
means
      the occurrence of any of the following events:

     

    (i) a
      regulatory, tax or accounting body has ordered that the activities of the Lender
      or any Affiliate of the Lender contemplated hereby be terminated or, as a result
      of any other event or circumstance, the activities of the Lender contemplated
      hereby may reasonably be expected to cause the Lender, the Person, if any,
      then
      acting as the administrator or the manager for the Lender, or any of their
      respective Affiliates to suffer materially adverse regulatory, accounting or
      tax
      consequences;

     

    (ii) an
      Event
      of Default has occurred and is continuing;

     

    (iii) the
      Facility Maturity Date shall have occurred;

     

    (iv) a
      Replacement Trigger Date has occurred (provided,
      that
      such Early Amortization Event shall cease to be an Early Amortization Event,
      and
      the transactions under this Agreement shall thereafter proceed as if such Early
      Amortization Event no longer exists, in the event that the Borrower effects
      a
      Replacement within forty-five (45) days of the related Replacement Trigger
      Date); 

     

    (v) provided
      that the applicable Measurement Condition exists, one or more of the following
      shall have occurred: (1) the Prime Annualized Default Rate shall exceed 2.0%,
      (2) the Prime First Delinquency Rate shall exceed 9.0% or (3) the Prime Second
      Delinquency Rate shall exceed 6.0%; or 

     

    (vi) provided
      that the applicable Measurement Condition exists, one or more of the following
      shall have occurred: (1) the New PrePrime Annualized Default Rate shall exceed
      6.0%, (2) beginning on July 1, 2008, the Old PrePrime Annualized Default Rate
      shall exceed 10.0%, (3) the New PrePrime First Delinquency Rate shall exceed
      18.0%, (4) the Old PrePrime First Delinquency Rate shall exceed 18.0%, (5)
      the
      New PrePrime Second Delinquency Rate shall exceed 12.0% or (6) the Old PrePrime
      Second Delinquency Rate shall exceed 12.0%.

     

    Notwithstanding
      the foregoing clause (i), the conditions described in clause (i) shall not
      constitute an Early Amortization Event until the Lender first shall have
      notified the Borrower thereof in writing, and shall have used, or shall have
      attempted in good faith to cause the affected Affiliate of the Lender to have
      used, reasonable efforts to designate a different lending office for funding
      or
      booking its Loans or commitment hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the judgment of such Lender, such designation or assignment (i) would
      eliminate the adverse or potential adverse effects of the condition and
      (ii) would not subject such Lender or Affiliate to any unreimbursed cost or
      expense, and (iii) would not otherwise be disadvantageous to such Lender or
      Affiliate (other than in a de
      minimus
      manner).


     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “EEF”
means
      Education Empowerment Fund I, LLC, a Delaware limited liability 

    company
      and the sole member of the Borrower.

    


    “Eligible
      Depository Institution”
means
      a
      Depository Institution the short term unsecured senior indebtedness of which
      is
      rated at least Prime-1 by Moody’s and F1 by Fitch, if rated by
      Fitch.

     

    “Eligible
      Institution”
means
      an institution that is both (i) an accredited institution of higher
      education, a vocational school, or any other institution that, in all of the
      above cases, is an “eligible institution” as defined in the Higher Education
      Act, and (ii) listed in the relevant Credit Policy as an institution the
      students of which are eligible for extensions of credit under the PrePrime
      Program or the Prime Program, as applicable; provided,
      however,
      the
      institutions listed on Schedule VI shall not be deemed an “eligible institution”
in respect of New PrePrime Receivables.

     

    “Eligible
      Obligor”
means
      a
      matriculated student (or a co-signor or parent on behalf of a matriculated
      student) enrolled at an Eligible Institution and who is a United States citizen
      or United States national, within the meaning of Subpart A of the Student
      Assistance General Provision, 34 CFR Part 668, or a Permanent Resident, and
      who otherwise meets the criteria required for extensions of credit under the
      PrePrime Program (in the case of an Obligor under a PrePrime Contract) or Prime
      Program (in the case of an Obligor under a Prime Contract) as set forth in
      the
      applicable Credit Policy. 

     

    “Eligible
      Originator”
means
      a
      Person (i) which at the time of first becoming an Originator under this
      Agreement is a nationally chartered federally insured financial institution
      with
      the capacity to originate, in compliance with all applicable law, Contracts
      with
      Obligors located in any State of the United States, (ii) as to which, if
      requested by the Agent at the time such Originator is identified in the
      Borrower's notice to the Agent as a new or additional Originator hereunder,
      an
      opinion from Hudson Cook or other legal counsel to the Borrower reasonably
      acceptable to the Agent shall have been delivered addressed to the Agent and
      the
      Lender, confirming substantially the same substantive legal conclusions as
      in
      the original opinion of Hudson Cook delivered at or prior to the initial
      Borrowing Date hereunder, and (iii) as to whom
      no
      Purchase Termination Event is in effect.

     

    “Eligible
      PrePrime Receivable”
means,
      at any time, a Pledged Receivable that constitutes a PrePrime Receivable and
      with respect to which each of the representations and warranties with respect
      to
      such PrePrime Receivable (including, to the extent applicable, such PrePrime
      Receivable in its specific status as an Old PrePrime Receivable or New PrePrime
      Receivable) or the PrePrime Contract related to such Pledged Receivable
      contained in Schedule III
      hereto
      and designated in Schedule III as applicable to PrePrime Receivables or PrePrime
      Contracts, is true and correct at such time; provided,
      no
      PrePrime Receivable shall constitute an Eligible PrePrime Receivable if it
      becomes a Pledged Receivable on or after the Amendment No. 3 Closing
      Date.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    “Eligible
      Prime Receivable”
means,
      at any time, a Pledged Receivable that constitutes a Prime Receivable and with
      respect to which each of the representations and warranties with respect to
      such
      Prime Receivable or the Prime Contract related to such Pledged Receivable
      contained in Schedule III
      hereto
      and designated in Schedule III as applicable to Prime Receivables or Prime
      Contracts, is true and correct at such time.

     

    “Eligible
      Receivable”
means
      an Eligible PrePrime Receivable or an Eligible Prime Receivable.

     

    “Eligible
      Receivables Balance”
means,
      at any time (i) the aggregate Outstanding Balances of all Eligible
      Receivables which are Pledged hereunder to secure Loans at such time,
minus
      (ii) the Overconcentration Amount at such time.

     

    “ERISA”
means
      the United States Employee Retirement Income Security Act of 1974, as amended
      from time to time.

     

    “Eurodollar
      Disruption Event”
means
      any of the following: (i) a determination by the Lender that it would be
      contrary to law or to the directive of any central bank or other governmental
      authority (whether or not having the force of law) to obtain United States
      dollars in the London interbank market to make, fund or maintain any Loan,
      (ii) a determination by the Lender that the rate at which deposits of
      United States dollars are being offered in the London interbank market does
      not
      accurately reflect the cost to the Lender of making, funding or maintaining
      any
      Loan or (iii) the inability of the Lender to obtain United States dollars
      in the London interbank market to make, fund or maintain any Loan.

     

    “Eurodollar
      Index”
means
      an index based upon an interest rate reported on the Bloomberg
      Financial Markets
      system
      as the London Interbank Offered Rate for United States dollar
      deposits.

     

    “Event
      of Default”
has
      the
      meaning assigned to that term in Section 7.01.

     

    “Excess
      Spread”
means
      as of any date of determination, the annualized percentage, calculated on the
      last day of each month, which is a fraction, the numerator of which is the
      positive difference, if any, between (x) the Expected Interest for such month,
      and (y) the sum of (i) all Yield payable in respect of Loans for such
      month, (ii) all net payments payable by the Borrower during such month on
      any Qualifying Interest Rate Swap, (iii) all fees and expenses payable to
      any of the Custodian, the Servicer, any Collection Servicer, the Backup Servicer
      or the Account Bank for such month, and (iv) all Fees payable hereunder for
      such month, and the denominator of which is the aggregate Outstanding Balance
      of
      Pledged Receivables constituting Eligible Receivables as of such date.


     

    “Existing
      RLSA”
has
      the
      meaning assigned such term in the “Background” recital at the beginning of this
      Agreement. 

     

    “Expected
      Interest”
means,
      for any calendar month, the sum of (i) the amount of interest due or
      accrued with respect to the Pledged Eligible Receivables and payable by the
      related Obligors thereof during such calendar month (whether or not such
      interest is actually paid) and (ii) earnings on Eligible Investments in
      respect of the Accounts during such calendar month. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    “Facility
      Amount”
means,
      at any time, the sum of (i) the face amount of outstanding commercial paper
      notes (net of the amount of all interest scheduled to accrue thereon through
      their respective stated maturity if such commercial paper notes are issued
      on a
      discount basis) of the Lender issued to fund Loans hereunder, plus
      (ii) the aggregate Loans Outstanding hereunder bearing interest at the
      Non-CP Rate, plus
      (iii) accrued Yield and Fees with respect to the amounts described in the
      foregoing clauses (i) and (ii).

     

    “Facility
      Maturity Date”
means
      the fifth anniversary of the Closing Date.

     

    “Fee
      Letter”
has
      the
      meaning assigned to that term in Section 2.12(a).

     

    “Fees”
has
      the
      meaning assigned to that term in Section 2.12(a).

     

    “FFELP
      Program”
means
      the Federal Family Education Loan Program authorized under the Higher Education
      Act, including Federal Stafford Loans authorized under Sections 427 and 428
      thereof, Federal Supplemental Loans for Students authorized under
      Section 428A thereof, Federal PLUS Loans authorized under Section 428B
      thereof, Federal Consolidation Loans authorized under Section 428C thereof
      and Unsubsidized Loans authorized under Section 428H thereof. 

     

    “FICO
      Score”
means
      the statistical credit bureau score (developed by Fair Isaac Corporation for
      individual credit ratings) obtained by the originator of a Contract in
      connection with the related credit/loan application to help assess an Obligor’s
      credit worthiness.

     

    “Final
      Old PrePrime Pledge Date”
means
      February 14, 2008.

     

    “Final
      Old Prime Pledge Date”
means
      September 12, 2008.

     

    “Fitch”
means
      Fitch, Inc. (or its successors in interest).

     

    “Fixed
      Period”
means,
      for any outstanding Loans, (i) if Yield in respect of all or any part
      thereof is computed by reference to the CP Rate, a period of up to and including
      sixty (60) days as determined pursuant to Section 2.04
      or
      (ii) if Yield in respect of all or any part thereof is computed by
      reference to the Non-CP Rate, the applicable Remittance Period.

     

    “Forbearance”
means
      a
      period of time during which payments otherwise due in respect of a Receivable
      are temporarily postponed or reduced, at the option and in the discretion of
      the
      Borrower or Servicer, due to financial difficulties of the Obligor, including
      without limitation for “Parental Leave” or “Unemployment” as described in the
      applicable Collection Policy. 

     

    “Further
      Delinquent Receivable”
means,
      as of any time of determination, any Pledged Receivable with respect to which
      any amount due and payable under the terms of the related Contract remains
      unpaid for more than sixty (60) days but not more than one hundred eighty (180)
      days after the Scheduled Due Date.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

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

     

    “Government
      Entity”
means
      the United States, any State, any political subdivision of a State and any
      agency or instrumentality of the United States or any State or political
      subdivision thereof and any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to government.


     

    “HEALP
      Program”
means
      the Health Education Assistance Loan Program authorized under Title VII, Subpart
      A, Part I of the U. S. Public Health Service Act (42 U.S.C. Section
      292-2920).

     

    “Hedging
      Condition”
means
      that, as of any date of determination, the average Excess Spread for the three
      most recently elapsed calendar months is less than the sum of (i) the average
      of
      the Minimum Excess Spread determined as of the end of each of such three
      calendar months, plus (ii) 0.40%.

     

    “Higher
      Education Act”
means
      the Higher Education Act of 1965, as amended or supplemented from time to time,
      or any successor federal act, together with any rules (including, without
      limitation, the Common Manual), regulations and interpretations promulgated
      thereunder.

     

    “Indemnified
      Amounts”
has
      the
      meaning assigned to that term in Section 8.01.
      

     

    “Initial
      Collection Servicing Agreement”
means
      the CCS Agreement. 

     

    “Initial
      Servicing Agreement”
means
      the Initial Servicing Agreement (PrePrime) or the Initial Servicing Agreement
      (Prime) or both, as the context may require.

     

    “Initial
      Servicing Agreement (PrePrime)”
means,
      with respect to PrePrime Receivables and related PrePrime Contracts, the UAS
      Servicing Agreement for Full Service Plan, dated as of the Closing Date, among
      the Borrower, UAS and the Agent, with respect to the primary servicing on behalf
      of the Borrower of the Pledged Receivables constituting Old PrePrime Receivables
      and their related Old PrePrime Contracts, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with the
      terms thereof and with the terms of this Agreement. 

     

    “Initial
      Servicing Agreement (Prime)”
means
      with respect to Prime Receivables and related Prime Contracts, the UAS Servicing
      Agreement for Full Service Plan, dated as of the Amendment No. 1 Closing Date,
      among the Borrower, UAS and the Agent, with respect to the primary servicing
      on
      behalf of the Borrower of the Pledged Receivables constituting Prime Receivables
      and their related Prime Contracts, as the same may be amended, supplemented
      or
      otherwise modified from time to time in accordance with the terms thereof and
      with the terms of this Agreement.

     

    “Issuer”
means,
      collectively, Autobahn and any presently existing or future Person administered
      by DZ BANK or otherwise, whose principal business consists of issuing commercial
      paper or other securities to (i) fund or maintain loans secured by
      receivables, accounts, instruments, chattel paper, general intangibles and
      other
      similar assets or (ii) fund its acquisition and maintenance of receivables,
      accounts, instruments, chattel paper, general intangibles and other similar
      assets.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    “Lender”
means,
      collectively, Autobahn and/or any other Person (including, without limitation,
      any present or future Affiliate of DZ BANK) that agrees, pursuant to the
      pertinent Assignment and Acceptance, to make Loans secured by Pledged Assets
      pursuant to Article II
      of this
      Agreement.

     

    “Liquidation
      Fee”
means,
      for Loans allocated to any Fixed Period during which such Loans are repaid
      (in
      whole or in part) prior to the end of such Fixed Period, the amount, if any,
      by
      which (i) Yield (calculated without taking into account any Liquidation
      Fee), which would have accrued on the amount of the payment of such Loans during
      such Fixed Period (as so computed) if such payment had not been made, as the
      case may be, exceeds (ii) the sum of (A) Yield actually received by
      the Lender in respect of such Loans for such Fixed Period and, if applicable,
      (B) the income, if any, received by the Lender from the Lender’s investing
      the proceeds of such payments on such Loans.

     

    “Liquidity/Credit
      Enhancement Facility”
means
      one or more Liquidity Purchase Agreements, entered into on or prior to the
      Closing Date (and as the same may be amended, supplemented or amended and
      restated from time to time), among the Issuer, the financial institutions party
      thereto (including, if applicable and at any time, financial institutions which
      are not Affiliates of DZ BANK) and the Agent and/or a letter of credit or
      similar instrument or agreement by the financial institutions party thereto
      (including, if applicable and at any time, financial institutions which are
      not
      Affiliates of DZ BANK) in favor of the Issuer, together with any related
      agreements, in each case, entered into on or as of the Closing Date (and as
      the
      same may be amended, supplemented or amended and restated from time to
      time).

     

    “Liquidity
      Ratio”
means,
      with respect to Parent on any date of determination, a quotient (i) the
      numerator of which is an amount equal to the aggregate amount shown as “Current
      Assets” on Parent’s most recent audited consolidated financial statement, but
      not including assets consisting of or relating to Contracts and/or Receivables,
      and (ii) the denominator of which is an amount equal to the aggregate
      amount shown as “Current Liabilities” on Parent’s most recent audited
      consolidated financial statement, but not including liabilities relating to
      or
      attributable to the financing of Contracts and/or Receivables.

     

    “Loan”
means
      each loan advanced by the Lender to the Borrower on a Borrowing Date pursuant
      to
Article II.

     

    “Loans
      Outstanding”
means
      the sum of the principal amounts loaned to the Borrower for the initial and
      any
      subsequent borrowings pursuant to Sections
      2.01
      and
2.02,
      reduced
      from time to time by Collections received and distributed as repayment of such
      Loans outstanding pursuant to Section 2.05;
      provided,
      however,
      that
      such Loans outstanding shall not be reduced by any distribution of any portion
      of Collections if at any time such distribution is rescinded or must be returned
      for any reason.

     

    
      
        
        

      

      
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    “Lockbox”
means
      a
      post office box or boxes maintained by the Servicer to which Collections are
      remitted for retrieval by the Lockbox Bank and for deposit by the Lockbox Bank
      into the Lockbox Account, and which Lockbox may also be used by the Servicer
      for
      depositing checks or items constituting payments on other student loans that
      it
      services but for no other purpose.

     

    “Lockbox
      Account”
means
      the deposit account maintained by the Servicer with the Lockbox Bank to which
      checks or items deposited into the Lockbox are credited upon collection, and
      which Lockbox Account may also be used by the Servicer for the crediting of
      collected checks or items constituting payments on other student loans that
      it
      services but for no other purpose.

     

    “Lockbox
      Bank”
means
      M&I Marshall & Ilsley Bank, a Wisconsin banking corporation, or a
      successor or other Lockbox Bank performing Lockbox and Lockbox Account functions
      in respect of the Servicer.

     

    “Marginal
      Allowable Advance”
means
      an extension of credit by the funding of a Borrowing hereunder, that (i) is
      not accompanied by a related concurrent Pledge of Receivables, (ii) is
      requested for funding and is funded on a Remittance Date as of which the Advance
      Percentage is and will be (after giving effect to any other Borrowings on such
      date not constituting a Marginal Allowable Advance) less than the Maximum
      Advance Percentage, (iii) is in an amount not exceeding the Advance Amount
      with respect to such Marginal Allowable Advance, (iv) the funding of which
      will be applied to the payment by the Borrower of Fees and other third party
      fees and expenses distributable on the related Remittance Date on which such
      Borrowing is to occur pursuant to clauses (i), (ii), (iii), (iv) or (v) of
      Section
      2.05(c),
      to the
      extent Collections applied on such Remittance Date are insufficient to pay
      the
      same, and (v) otherwise meets all other applicable conditions to a
      Borrowing set forth in this Agreement.

     

    “Material
      Adverse Change”
means
      the occurrence of an event or a change in circumstances that has or could be
      reasonably be viewed as having a Material Adverse Effect.

     

    “Material
      Adverse Effect”
with
      respect to any event or circumstance and any Person, means a material adverse
      effect on (i) the business, assets, financial condition, prospects or
      operations of such Person; (ii) the ability of such Person to perform its
      obligations under this Agreement or any other Transaction Document;
      (iii) the validity, enforceability or collectability of this Agreement, any
      other Transaction Document to which such Person is a party, all or any portion
      of the Pledged Receivables or their related Contracts, or any Servicing
      Agreement; (iv) the status, existence, perfection, priority or
      enforceability of the Agent’s security interest in the Pledged Assets; or
      (v) the rights and remedies of the Lender and/or the Agent under this
      Agreement and/or any of the Transaction Documents.

     

    “Maximum
      Advance Percentage”
means,
      at any time, the percentage represented by (A) the sum of (i) an amount equal
      to
      75% multiplied by the aggregate amount of the Eligible Receivables Balance
      attributable to Old PrePrime Receivables, plus (ii) an amount equal to 80%
      multiplied by the aggregate amount of the Eligible Receivables Balance
      attributable to New PrePrime Receivables, plus (iii) prior to the earlier to
      occur of (a) November 1, 2008, or (b) satisfaction of all conditions to the
      next
      Borrowing (provided,
      in
      determining the satisfaction of such conditions, 89% shall be used for this
      clause (iii)), an amount equal to 96.5%, and on and after the earlier to occur
      of (x) November 1, 2008, or (y) satisfaction of all conditions to the next
      Borrowing (provided,
      in
      determining the satisfaction of such conditions, 89% shall be used for this
      clause (iii)), 89% multiplied by the aggregate amount of the Eligible
      Receivables Balance attributable to Prime Receivables, divided by (B) the
      aggregate Eligible Receivables Balance attributable to all
      Receivables.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    “Measurement
      Condition”
means,
      as of any time of determination, (i) with respect to Prime Receivables, the
      condition that not less than $5,000,000 in Outstanding Balance of Eligible
      Receivables of such Type were in Repayment status at the end of each of the
      three most recent Remittance Periods, (ii) with respect to New PrePrime
      Receivables, the condition that not less than $5,000,000 in Outstanding Balance
      of Eligible Receivables of such Type were in Repayment status at the end of
      each
      of the three most recent Remittance Periods and (iii) with respect to Old
      PrePrime Receivables, the condition that not less than $5,000,000 in Outstanding
      Balance of Eligible Receivables of such Type were in Repayment status at the
      end
      of each of the three most recent Remittance Periods.

     

    “Minimum
      Advance Percentage”
means,
      at any time, the percentage represented by (A) the sum of (i) an amount equal
      to
      70% multiplied by the aggregate amount of the Eligible Receivables Balance
      attributable to Old PrePrime Receivables, plus (ii) an amount equal to 75%
      multiplied by the aggregate amount of the Eligible Receivables Balance
      attributable to New PrePrime Receivables, plus (iii) an amount equal to 84%
      multiplied by the aggregate amount of the Eligible Receivables Balance
      attributable to Prime Receivables, divided by (B) the aggregate Eligible
      Receivables Balance attributable to all Receivables.

     

    “Minimum
      Excess Spread”
means
      the sum of (a) the product of (i) the Prime Percentage, and (ii) 3.0% per annum,
      plus (b) the product of (i) the PrePrime Percentage, and (ii) 4.0% per
      annum.

     

    “Minimum
      Overcollateralization Amount”
means,
      at any time of determination, an amount equal to (i) the Eligible
      Receivables Balance at such time multiplied by (ii) the result of (A) one
minus
      (B) the
      Maximum Advance Percentage (expressed as a decimal) at such time.

     

    “Monthly
      Remittance Report”
means
      a
      report, in substantially the form of Exhibit C,
      furnished by the Borrower to the Agent for the Lender pursuant to Section 6.12(b).

     

    “Moody’s”
means
      Moody’s Investors Service, Inc. (or its successors in interest).

     

    “New
      PrePrime Annualized Default Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      (i) the product of (A) the aggregate Outstanding Balances of all New PrePrime
      Receivables which were Eligible Receivables at the time of their Pledge
      hereunder and which became Defaulted Receivables during any of the immediately
      preceding six Remittance Periods (for this purpose including repurchased New
      PrePrime Receivables which would have become Defaulted Receivables during the
      relevant period, if such New PrePrime Receivables had not been repurchased
      hereunder, but excluding Cured Previously Defaulted Receivables that were
      classified as New PrePrime Receivables) and (B) 2, divided by (ii) the average
      of the Outstanding Balances of all New PrePrime Receivables which are Eligible
      Receivables that were in Repayment status as of the first day of each of the
      immediately preceding six Remittance Periods.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    “New
      PrePrime First Delinquency Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      the quotient of (a) the average of the aggregate Outstanding Balances of all
      Pledged New PrePrime Receivables that are in Repayment status and that
      constitute Delinquent Receivables as of the last day of the immediately
      preceding three Remittance Periods (for this purpose including repurchased
      or
      substituted Receivables which would have become Delinquent Receivables during
      the relevant period, if such Receivables had not been repurchased or substituted
      hereunder, but not including Receivables in Deferment or Forbearance status),
      divided by (b) the average of the Outstanding Balances of all Eligible
      Receivables constituting Pledged New PrePrime Receivables and that were in
      Repayment status as of each such last day of the immediately preceding three
      Remittance Periods.

     

    “New
      PrePrime Receivable”
means
      a
      Program Receivable originated or acquired under or by reference to the PrePrime
      Program and that was Pledged hereunder after the Final Old PrePrime Pledge
      Date.

     

    “New
      PrePrime Second Delinquency Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      the quotient of (a) the average of the aggregate Outstanding Balances of all
      Pledged New PrePrime Receivables that are Further Delinquent Receivables as
      of
      the last day of the immediately preceding three Remittance Periods (for this
      purpose including repurchased or substituted Receivables which would have become
      Further Delinquent Receivables during the relevant period, if such Receivables
      had not been repurchased or substituted hereunder, but not including Receivables
      in Deferment or Forbearance status), divided by (b) the average of the
      Outstanding Balances of all Eligible Receivables constituting Pledged New
      PrePrime Receivables and that were in Repayment status as of each such last
      day
      of the immediately preceding three Remittance Periods.

     

    “New
      Prime Receivable”
means
      a
      Program Receivable originated or acquired under or by reference to the Prime
      Program and that was Pledged hereunder after the Final Old Prime Pledge
      Date.

     

    “Non-CP
      Rate”
means,
      with respect to any Fixed Period for any Loan allocated to such Fixed Period,
      an
      interest rate per annum equal to the Adjusted Eurodollar Rate; provided,
      however,
      that if
      the Lender shall have notified the Agent that a Eurodollar Disruption Event
      has
      occurred, the Non-CP Rate shall be equal to the Base Rate plus 1.00% (until
      the
      Lender shall have notified the Agent that such Eurodollar Disruption Event
      has
      ceased, at which time the Non-CP Rate shall again be equal to the Adjusted
      Eurodollar Rate).

     

    “Notice
      of Borrowing”
has
      the
      meaning assigned to that term in Section 2.02(b) hereof.

     

    “Notice
      of Pledge”
has
      the
      meaning assigned to that term in the Custodial Agreement.

     

    
      
        
        

      

      
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    “Obligations”
means
      all present and future indebtedness and other liabilities and obligations
      (howsoever created, arising or evidenced, whether direct or indirect, absolute
      or contingent, or due or to become due) of the Borrower to the Lender or the
      Agent arising under this Agreement and/or any other Transaction Document and
      shall include, without limitation, all liability for principal of and interest
      on the Loans, indemnifications and other amounts due or to become due under
      this
      Agreement and/or any other Transaction Document, including, without limitation,
      interest, fees and other obligations that accrue after the commencement of
      an
      insolvency proceeding (in each case whether or not allowed as a claim in such
      insolvency proceeding).

     

    “Obligor”
means,
      collectively, each Person obligated to make payments under a
      Contract.

     

    “Officer’s
      Certificate”
means
      a
      certificate signed by the president, the secretary, the chief financial officer
      or any vice president of any Person.

     

    “Old
      PrePrime Annualized Default Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      (i) the product of (A) the aggregate Outstanding Balances of all Old PrePrime
      Receivables which were Eligible Receivables at the time of their Pledge
      hereunder and which became Defaulted Receivables during any of the immediately
      preceding six Remittance Periods (for this purpose including repurchased Old
      PrePrime Receivables which would have become Defaulted Receivables during the
      relevant period, if such Old PrePrime Receivables had not been repurchased
      hereunder, but excluding Cured Previously Defaulted Receivables that were
      classified as Old PrePrime Receivables and Cured Interest-Only PrePrime
      Receivables) and (B) 2, divided by (ii) the average of the Outstanding Balances
      of all Old PrePrime Receivables which are Eligible Receivables that were in
      Repayment status as of the first day of each of the immediately preceding six
      Remittance Periods.

     

    “Old
      PrePrime First Delinquency Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      the quotient of (a) the average of the aggregate Outstanding Balances of all
      Pledged Old PrePrime Receivables that are in Repayment status and that
      constitute Delinquent Receivables as of the last day of the immediately
      preceding three Remittance Periods (for this purpose including repurchased
      or
      substituted Receivables which would have become Delinquent Receivables during
      the relevant period, if such Receivables had not been repurchased or substituted
      hereunder, but not including Receivables in Deferment or Forbearance status),
      divided by (b) the average of the Outstanding Balances of all Eligible
      Receivables constituting Pledged Old PrePrime Receivables and that were in
      Repayment status as of each such last day of the immediately preceding three
      Remittance Periods.

     

    “Old
      PrePrime Receivable”
means
      a
      Program Receivable originated or acquired under or by reference to the PrePrime
      Program and that was Pledged hereunder on or before the Final Old PrePrime
      Pledge Date.

     

    “Old
      PrePrime Second Delinquency Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      the quotient of (a) the average of the aggregate Outstanding Balances of all
      Pledged Old PrePrime Receivables that are Further Delinquent Receivables as
      of
      the last day of the immediately preceding three Remittance Periods (for this
      purpose including repurchased or substituted Receivables which would have become
      Further Delinquent Receivables during the relevant period, if such Receivables
      had not been repurchased or substituted hereunder, but not including Receivables
      in Deferment or Forbearance status), divided by (b) the average of the
      Outstanding Balances of all Eligible Receivables constituting Pledged Old
      PrePrime Receivables and that were in Repayment status as of each such last
      day
      of the immediately preceding three Remittance Periods.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    “Old
      Prime Receivable”
means
      a
      Program Receivable originated or acquired under or by reference to the Prime
      Program and that was Pledged hereunder on or before the Final Old Prime Pledge
      Date.

     

    “One-Month
      LIBOR”
means,
      as of any date of determination, the interest rate equal to the interest rate
      per annum (rounded upwards, if necessary, e.g.
      where
      not expressed as a decimal, to the nearest 1/16 of 1%) reported on the
Bloomberg
      Financial Markets
      system
      as the London Interbank Offered Rate for United States dollar deposits having
      a
      term of thirty (30) days and in a principal amount of $1,000,000 or more (or,
      if
      such report shall cease to be publicly available or, if the information
      contained in such report, in the Agent’s sole judgment, shall cease to
      accurately reflect such London Interbank Offered Rate, such rate as reported
      by
      any publicly available recognized source of similar market data selected by
      the
      Agent that, in the Agent’s judgment, accurately reflects such London Interbank
      Offered Rate).

     

    “Opinion
      of Counsel”
means
      a
      written opinion of independent counsel acceptable to the Agent, which opinion,
      if such opinion or a copy thereof is required by the provisions of this
      Agreement or any other Transaction Document to be delivered to the Borrower
      or
      the Agent, is acceptable in form and substance to the Agent.

     

    “Origination
      Agreement”
means
      an agreement providing for the origination of Receivables by or on behalf of
      an
      Originator, initially being, with respect to PrePrime Receivables or Prime
      Receivables, as the case may be, the applicable Doral Origination Agreement.
      

     

    “Originator”
means
      Doral and any other Eligible Originator. 

     

    “Other
      Conveyed Property”
means,
      with respect to any Receivable, (i) all monies at any time received or
      receivable with respect to such Receivable after the applicable Cut-Off Date
      (as
      defined in the Transfer and Contribution Agreement), (ii) the related
      Contract and all other items contained in the related Receivable File, any
      and
      all other documents or electronic records that the Borrower keeps on file in
      accordance with its customary procedures relating to such Receivable or the
      related Obligor, (iii) all Related Security related to such Receivable,
      (iv) any Security Deposits related to such Receivable, and (v) all
      present and future rights, claims, demands, causes and choses in action in
      respect of any or all of the foregoing and all payments on or under and all
      proceeds and investments of any kind and nature in respect of any of the
      foregoing.

     

    “Outstanding
      Balance”
means,
      as of any date of determination with respect to a Receivable, the outstanding
      principal balance thereof (and including for this purpose accrued interest
      that
      is or is to be capitalized as a result of the Receivable being in Deferment
      or
      Forbearance status) as of such date.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    “Overall
      Hedge Position”
means,
      as of any date of determination, the aggregate amortizing notional balance
      of
      all Qualifying Interest Rate Hedges in effect as of such date.

     

    “Overcollateralization
      Amount”
means,
      at any time, an amount equal to (i) the Eligible Receivables Balance at
      such time, plus
      any
      amounts on deposit in the Collection Account (minus an amount equal to the
      amount of Collections on deposit in the Collection Account which are required
      for the payment of accrued Yield and Fees) at such time to be applied in
      accordance with Section 2.05
      on the
      next Remittance Date, minus
      (ii) the Facility Amount at such time.

     

    “Overconcentration
      Amount”
means,
      at any time, without duplication, the sum of:

     

    (i) the
      amount by which the sum of the Outstanding Balances of all Eligible Receivables
      related to any one Eligible Institution at such time exceeds 10.0% of the sum
      of
      the Outstanding Balances of all Eligible Receivables at such time;

     

    (ii) the
      amount by which the sum of the Outstanding Balances of all Eligible Receivables
      related to Contracts which are in Forbearance at such time exceeds 10.0% of
      the
      sum of the Outstanding Balances of all Eligible Receivables at such
      time;

     

    (iii) the
      amount by which the sum of the Outstanding Balances of all Eligible Receivables
      constituting Old PrePrime Receivables with Obligors who, at the time the credit
      application was approved, had a FICO Score of at least 560 but less than or
      equal to 579, exceeds 20.0% of the sum of the Outstanding Balances of all
      Eligible Receivables constituting Old PrePrime Receivables at such
      time;

     

    (iv) the
      amount by which the sum of the Outstanding Balances of all Eligible Receivables
      constituting Old PrePrime Receivables with Obligors who, at the time the credit
      application was approved, had a FICO Score of at least 560 but less than or
      equal to 599, exceeds 40.0% of the sum of the Outstanding Balances of all
      Eligible Receivables constituting Old PrePrime Receivables at such
      time;

     

    (v) the
      amount by which the sum of the Outstanding Balances of all Eligible Receivables
      constituting Old PrePrime Receivables with Obligors who, at the time the credit
      application was approved, had no FICO Score, exceeds 20.0% of the sum of the
      Outstanding Balances of all Eligible Receivables constituting Old PrePrime
      Receivables at such time; 

     

    (vi) the
      amount by which the sum of the Outstanding Balances of all Eligible Receivables
      constituting Prime Receivables with Obligors who, at the time the credit
      application was approved, had a FICO Score of less than 645, exceeds 5.0% of
      the
      sum of the Outstanding Balances of all Eligible Receivables constituting Prime
      Receivables at such time; and

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

    

    (vii) the
      amount by which the sum of the Outstanding Balances of all Eligible Receivables
      constituting PrePrime Receivables, exceeds $187,500,000 at such time
provided,
      that
      any amount that would otherwise be included in more than one of the clauses
      contained in this definition above shall instead be included only in the one
      such clause which would lead to the calculation of the largest Overconcentration
      Amount, and provided further,
      that on
      any date of measurement or determination of the Overconcentration Amount where
      the Facility Amount is not at least $25,000,000, the Overconcentration Amount
      shall be zero.

     

    “Overdue
      Payment”
means,
      with respect to a Remittance Period, all payments due in a prior Remittance
      Period that the Servicer receives from or on behalf of an Obligor during such
      Remittance Period, including any Servicing Charges.

     

    “Parent”
means
      MRU Holdings, Inc., a Delaware corporation.

     

    “Permanent
      Resident”
means
      a
      person lawfully admitted for permanent residence in the United States, within
      the meaning of 8 CFR Part 1 or any applicable successor regulation.

     

    “Permitted
      Investments”
means
      any one or more of the following:

     

    (i) direct
      obligations of, or obligations fully guaranteed as to principal and interest
      by,
      the United States or any agency or instrumentality thereof, provided such
      obligations are backed by the full faith and credit of the United
      States;

     

    (ii) repurchase
      obligations (the collateral for which is held by a third party or the Trustee),
      with respect to any security described in clause (i) above, provided that
      the long-term unsecured obligations of the party agreeing to repurchase such
      obligations are at the time rated by Moody’s and S&P in one of their two
      highest long-term rating categories and if rated by Fitch, in one of its two
      highest long-term rating categories;

     

    (iii) certificates
      of deposit, time deposits, demand deposits and bankers’ acceptances of any bank
      or trust company incorporated under the laws of the United States or any State
      thereof or the District of Columbia, provided that the short-term commercial
      paper of such bank or trust company (or, in the case of the principal depository
      institution in a depository institution holding company, the long-term unsecured
      debt obligations of the depository institution holding company) at the date
      of
      acquisition thereof has been rated by Moody’s and S&P in their highest
      short-term rating category, and if rated by Fitch, in its highest short-term
      rating category;

     

    (iv) commercial
      paper (having original maturities of not more than 270 days) of any corporation
      incorporated under the laws of the United States or any State thereof or the
      District of Columbia, having a rating, on the date of acquisition thereof,
      of no
      less than A-1 by Moody’s, P-1 by S&P and F-1 if rated by Fitch;
      and

     

    (v) money
      market mutual funds registered under the Investment Company Act of 1940, as
      amended, having a rating, at the time of such investment, of no less than Aaa
      by
      Moody’s, AAA by S&P and AAA if rated by Fitch;

     

    provided,
      that no
      such instrument shall be a Permitted Investment if such instrument evidences
      the
      right to receive either (a) interest only payments with respect to the
      obligations underlying such instrument or (b) both principal and interest
      payments derived from obligations underlying such instrument, where the
      principal and interest payments with respect to such instrument provide a yield
      to maturity exceeding 120% of the yield to maturity at par of such underlying
      obligation. Each Permitted Investment may be purchased by the Account Bank
      or
      through an Affiliate of the Account Bank. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Liens”
means
      (i) liens in favor of the Agent, for the benefit of the Lender, granted
      pursuant to the Transaction Documents, and (ii) liens for taxes either not
      yet due or being contested in good faith and by appropriate proceedings;
      provided, that appropriate reserves shall have been established with respect
      to
      any such taxes either not yet due or being contested in good faith and by
      appropriate proceedings.

     

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

     

    “Pledge”
means
      the pledge of any Receivable pursuant to Article II.

     

    “Pledged
      Assets”
has
      the
      meaning assigned to that term in Section 2.15.

     

    “Pledged
      Receivables”
has
      the
      meaning assigned to that term in Section 2.15(a).

     

    “PrePrime
      Contract”
means
      a
      Contract evidencing a PrePrime Receivable.

     

    “PrePrime
      Percentage”
means,
      for any date of determination, the percentage equivalent of a fraction, the
      numerator of which is the amount of the Eligible Receivables Balance
      attributable to PrePrime Receivables as of such date, and the denominator of
      which is the Eligible Receivables Balance as of such date.

     

    “PrePrime
      Program”
means
      the private student loan origination and purchasing program of EEF described
      as
      the “PrePrime Program” in, and undertaken in accordance with, the related Credit
      Policy.

     

    “PrePrime
      Receivable”
means
      any of a New PrePrime Receivable or an Old PrePrime Receivable.

     

    “Prime
      Annualized Default Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      (i) the product of (A) the aggregate Outstanding Balances of all Prime
      Receivables which were Eligible Receivables at the time of their Pledge
      hereunder and which became Defaulted Receivables during any of the immediately
      preceding six Remittance Periods (for this purpose including repurchased Prime
      Receivables which would have become Defaulted Receivables during the relevant
      period, if such Prime Receivables had not been repurchased hereunder, but
      excluding Cured Previously Defaulted Receivables that were classified as Prime
      Receivables) and (B) 2, divided by (ii) the average of the Outstanding Balances
      of all Prime Receivables which are Eligible Receivables that were in Repayment
      status as of the first day of each of the immediately preceding six Remittance
      Periods.

     

    “Prime
      Contract”
means
      a
      Contract evidencing a Prime Receivable. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    “Prime
      First Delinquency Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      the quotient of (a) the average of the aggregate Outstanding Balances of all
      Pledged Prime Receivables that are in Repayment status and that constitute
      Delinquent Receivables as of the last day of the immediately preceding three
      Remittance Periods (for this purpose including repurchased or substituted
      Receivables which would have become Delinquent Receivables during the relevant
      period, if such Receivables had not been repurchased or substituted hereunder,
      but not including Receivables in Deferment or Forbearance status), divided
      by
      (b) the average of the Outstanding Balances of all Eligible Receivables
      constituting Pledged Prime Receivables and that were in Repayment status as
      of
      each such last day of the immediately preceding three Remittance
      Periods.

     

    “Prime
      Percentage”
means,
      for any date of determination, the percentage equivalent of a fraction, the
      numerator of which is the amount of the Eligible Receivables Balance
      attributable to Prime Receivables as of such date, and the denominator of which
      is the Eligible Receivables Balance as of such date.

     

    “Prime
      Program”
means
      the private student loan origination and purchasing program of EEF described
      as
      the “Prime Program” in, and undertaken in accordance with, the related Credit
      Policy. 

     

    “Prime
      Receivable”
means
      any of a New Prime Receivable or an Old Prime Receivable.

     

    “Prime
      Second Delinquency Rate”
means,
      as of any date of determination, an amount (expressed as a percentage) equal
      to
      the quotient of (a) the average of the aggregate Outstanding Balances of all
      Pledged Prime Receivables that are Further Delinquent Receivables as of the
      last
      day of the immediately preceding three Remittance Periods (for this purpose
      including repurchased or substituted Receivables which would have become Further
      Delinquent Receivables during the relevant period, if such Receivables had
      not
      been repurchased or substituted hereunder, but not including Receivables in
      Deferment or Forbearance status), divided by (b) the average of the Outstanding
      Balances of all Eligible Receivables constituting Pledged Prime Receivables
      and
      that were in Repayment status as of each such last day of the immediately
      preceding three Remittance Periods.

     

    “Program
      Receivable”
means
      any Receivable, or any similar right to payment from any Person related to
      the
      advancing of a private student loan, in any case originated or otherwise
      acquired by the Borrower, EEF or any Affiliate thereof, which Receivable or
      right to payment is originated or acquired under or by reference to the PrePrime
      Program or the Prime Program, as the case may be, or any other private student
      loan program with substantially similar origination and underwriting policies
      and target obligors.

     

    “Purchase
      Date”
has
      the
      meaning set forth in the Transfer and Contribution Agreement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    “Purchase
      Termination Event”
with
      respect to an Originator means the occurrence of any of the following events,
      to
      the extent that the Borrower had actual knowledge or had been given written
      notice of such event: (a) a Material Adverse Change in the condition of
      such Originator has occurred and is continuing; (b) an Event of Bankruptcy
      has occurred with respect to such Originator; (c) such Originator shall
      fail to pay, or shall default in the payment of, any principal or premium or
      interest on any Debt beyond any applicable grace period, or such Originator
      shall breach or default with respect to any other term of any evidence of any
      Debt, or of any loan agreement, mortgage, indenture or other agreement relating
      thereto, if such failure, default or breach continues beyond any applicable
      grace period, if the effect of such failure, default or breach (i) is to
      cause the holder or holders of that Debt (or a trustee on behalf of such holder
      or holders) to cause that Debt to become or be declared due prior to its stated
      maturity or (ii) would permit the holder of such Debt to accelerate the
      maturity of such Debt and if the amount of the Debt involved in all such
      failures, defaults and breaches is greater than $100,000; (d) one or more
      judgments for the payment of money in an aggregate amount in excess of $100,000
      shall be rendered against such Originator and the same shall remain undischarged
      for a period of thirty (30) consecutive days during which execution shall not
      be
      effectively stayed or a satisfactory bond against such judgment shall not have
      been posted, or any action shall be legally taken by a judgment creditor to
      attach or levy upon any assets of such Originator to enforce any such judgment
      and a bond shall not have been posted or (e) any event that would cause or
      permit termination under an Origination Agreement shall occur. 

     

    “Qualifying
      Hedge Counterparty”
means
      DZ BANK or any other financial institution that is acceptable to the Agent
      and
      has a short-term debt rating of at least “A-1” from S&P, “P-1” from Moody’s
      and “F-1” from Fitch and a long-term debt rating of at least “AA” from S&P,
“Aa2” from Moody’s and “AA” from Fitch.

     

    “Qualifying
      Interest Rate Cap”
means
      an interest rate cap agreement (or agreements, as applicable) (i) between
      the Borrower and a Qualifying Hedge Counterparty, (ii) that provides for a
      Strike Price, as selected by the Borrower, that is acceptable to the Agent
      (iii) having a varying notional balance which is equal to the Calculated
      Hedge Amortizing Balance, as of the effective date thereof, and (iv) which
      shall otherwise be on such terms and conditions and pursuant to such
      documentation as shall be reasonably acceptable to the Agent (it being
      understood that a form of documentation substantially equivalent to that which,
      at the time of entering into such Qualifying Interest Rate Cap, would be
      acceptable to the Rating Agencies in connection with hedging associated with
      a
      securitization transaction rated by such Rating Agencies, shall be deemed
      reasonably acceptable to the Agent for this purpose).

     

    “Qualifying
      Interest Rate Hedge”
means,
      as of any date of determination, either a Qualifying Interest Rate Cap or a
      Qualifying Interest Rate Swap. 

     

    “Qualifying
      Interest Rate Swap”
means
      an interest rate swap agreement (or agreements, as applicable) (i) between
      the Borrower and a Qualifying Hedge Counterparty, (ii) under which the
      Borrower shall receive a floating rate of interest equal to One-Month LIBOR
      (or
      such other Eurodollar Index acceptable to the Agent) in exchange for the payment
      by the Borrower of a fixed rate of interest equal to the applicable Swapped
      Rate, (iii) having a varying notional balance which is equal to the
      Calculated Hedge Amortizing Balance, as of the effective date thereof, and
      (iv) which shall otherwise be on such terms and conditions and pursuant to
      such documentation as shall be reasonably acceptable to the Agent (it being
      understood that a form of documentation substantially equivalent to that which,
      at the time of entering into such Qualifying Interest Rate Swap, would be
      acceptable to the Rating Agencies in connection with hedging associated with
      a
      securitization transaction rated by such Rating Agencies, shall be deemed
      reasonably acceptable to the Agent for this purpose).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

       

    

    “Rating
      Agencies”
means
      Moody’s and Fitch and S&P, or such other nationally recognized statistical
      rating organizations as may be designated by the Agent.

     

    “Receivable”
means
      the rights to all payments from an Obligor under a Contract including, without
      limitation, any right to the payment with respect to (i) Scheduled
      Payments, (ii) any prepayments or Overdue Payments made with respect to
      such Scheduled Payments, (iii) any Servicing Charges and (iv) any
      Recoveries.

     

    “Receivable
      File”
means
      with respect to each Receivable:

     

    (a) the
      original, executed copy of the related Contract; and

     

    (b) the
      related Truth in Lending Statement; and

     

    (c) true
      and
      complete copies of all other agreements, documents and instruments evidencing,
      securing or guarantying (or otherwise required by applicable law with respect
      to) such Receivable.

     

    “Receivables
      Schedule”
has
      the
      meaning assigned to that term in the Custodial Agreement.

     

    “Records”
means
      all documents, books, records and other information (including, without
      limitation, computer programs, tapes, disks, punch cards, data processing
      software and related property and rights) maintained with respect to Receivables
      and the related Obligors which the Borrower has itself generated, in which
      the
      Borrower has acquired an interest pursuant to the Transfer and Contribution
      Agreement or in which the Borrower has otherwise obtained an
      interest.

     

    “Recoveries”
means,
      for any Remittance Period during which, or any Remittance Period after the
      date
      on which, any Receivable becomes a Defaulted Receivable and with respect to
      such
      Defaulted Receivable, all payments that the Borrower received from or on behalf
      of the related Obligor during such Remittance Period in respect of such
      Defaulted Receivable, including but not limited to Scheduled Payments and
      Overdue Payments.

     

    “Related
      Security”
means
      with respect to any Receivable:

     

    (i) any
      and
      all security interests or liens and property subject thereto from time to time
      securing or purporting to secure payment of such Receivable;

     

    (ii) all
      guarantees, indemnities, warranties, letters of credit, insurance policies
      and
      proceeds and premium refunds thereof and other agreements or arrangements of
      whatever character from time to time supporting or securing payment of such
      Receivable;

     

    (iii) the
      Other
      Conveyed Property related to such Receivable; 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

    (iv) all
      rights of the Borrower with respect to such Receivable under the related
      Servicing Agreement, the related Collection Servicing Agreement and the related
      Origination Agreement; and

     

    (v) all
      proceeds of any of the foregoing.

     

    “Release
      Price”
means,
      with respect to a Pledged Receivable to be released hereunder, an amount equal
      to the Outstanding Balance of such Pledged Receivable at the time of such
      release.

     

    “Remittance
      Date”
means
      the fifteenth day of each month or, if such date is not a Business Day, the
      next
      succeeding Business Day; provided,
      that
      the final Remittance Date shall occur on the Collection Date.

     

    “Remittance
      Period”
means
      (i) as to the initial Remittance Date, the period beginning on, and
      including, the Closing Date (or if later, the initial Borrowing Date hereunder)
      and ending on, and including, the last day of the calendar month in which such
      date shall occur (or such other dates as the Agent and the Borrower may agree)
      and (ii) as to any subsequent Remittance Date, the period beginning on, and
      including, the first day of the most recently ended calendar month and ending
      on, and including, the last day of the most recently ended calendar month;
      provided,
      that
      the final Remittance Period shall begin on, and include, the first day of the
      then current calendar month and shall end on the Collection Date.

     

    “Repayment”
means
      the status of a Contract during the period of time when an Obligor is required
      under the applicable Contract to make installment payments in respect of the
      Outstanding Balance of his or her related Receivable. 

     

    “Replacement”
has
      the
      meaning assigned such term in Section
      6.15(a)
      hereof.

     

    “Replacement
      Trigger Date”
has
      the
      meaning assigned such term in Section
      6.15(a)
      hereof.

     

    “Reserve
      Account”
means
      the special trust account (account number 775793) in the name of the Borrower
      established by the Borrower at the Account Bank and subject to the Account
      Control Agreement, or any successor thereto with a subsequent Account Bank,
      if
      ever any, established under terms and conditions, including a substantially
      similar account control arrangement, acceptable to the Agent, it being
      understood that the funds deposited therein (including any interest and earnings
      thereon) from time to time shall constitute the property and assets of the
      Borrower and the Borrower shall be solely liable for any taxes payable with
      respect to the Reserve Account.

     

    “Reserve
      Account Minimum Balance”
means
      at any time, an amount equal to the greater of (A) $150,000 and (B) an
      amount equal to 1.00% of the aggregate outstanding principal balances of all
      Loans at such time. 

     

    “Reserve
      Account Withdrawal Amount”
has
      the
      meaning assigned to such term in Section 2.06(c).
      

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

    

    “S&P”
means
      Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
      Inc. (or its successors in interest).

     

    “Scheduled
      Due Date”
means,
      with respect to any Receivable and installment amount payable in respect
      thereof, the date by which the related Obligor is obligated under the applicable
      Contract to have paid such amount.

     

    “Scheduled
      Payments”
means,
      with respect to any Receivable, the periodic installment payments payable
      thereon under the terms of the related Contract.

     

    “Servicer”
means
      initially, UAS, and thereafter, such other student loan servicer as may be
      approved by the Agent from time to time for engagement by the Borrower as the
      primary provider of student loan servicing and administration functions to
      the
      Borrower in connection with the Borrower’s Servicing Undertaking.

     

    “Servicer
      Default”
means
      with respect to UAS, the occurrence of any of the events specified in Sections
      6(m)(i), (ii), (iii) or (iv) of either Initial Servicing Agreement (and it
      being
      understood that, the occurrence of any such event in respect of one Initial
      Servicing Agreement shall constitute a Servicer Default in respect of both
      Initial Servicing Agreements), and with respect to any other Servicer has the
      meaning specified in the applicable Servicing Agreement. 

     

    “Servicer
      Fees”
means
      in respect of any Remittance Period, the fees and out of pocket expenses, or
      the
      allocable monthly portion thereof relating to such Remittance Period if such
      fees and expenses are payable less frequently than monthly, payable to the
      Servicer in respect of its provision of services to the Borrower under the
      Servicing Agreement (provided, that if the applicable Servicing Agreement so
      provides, such Servicer Fees may be netted from Collections remittable by the
      Servicer to the Borrower in accordance with the terms thereunder). 

     

    “Servicing
      Agreement”
means
      (a) either (i) the Initial Servicing Agreement (PrePrime) or (ii) the Initial
      Servicing Agreement (Prime), as applicable, and (b) in the event that UAS shall
      no longer be the Servicer within the meaning of this Agreement, then such
      replacement primary servicing agreement or agreements as may be entered into
      in
      connection with the Borrower’s Servicing Undertaking in respect of the PrePrime
      Receivables and the Prime Receivables among the Borrower, the replacement
      servicer and the Agent, in form and substance acceptable to such
      parties.

     

    “Servicing
      Charges”
means
      the sum of (a) all late payment charges paid by Obligors under Contracts
      after payment in full of any Scheduled Payments due in a prior Remittance Period
      and Scheduled Payments for the related Remittance Period and (b) any other
      incidental charges or fees received from an Obligor, including, but not limited
      to, late fees, collection fees and bounced check charges. 

     

    “Servicing
      Guidelines”
has
      the
      meaning assigned to such term in the definition of Collection Policy herein,
      provided,
      that in
      the event that a successor Servicer (whether or not the Backup Servicer) is
      appointed pursuant to Section 6.15, “Servicing Guidelines” following such
      appointment shall mean the servicing standards, undertakings and guidelines,
      as
      applicable (including in respect of Collection Services, if covered), set forth
      in the related Backup Servicing Agreement (in the case of the Backup Servicer
      as
      successor Servicer) or other successor Servicing Agreement entered into with
      the
      applicable successor Servicer, if not the Backup Servicer.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

    

    “Servicing
      Undertaking”
means
      the agreements and undertakings of the Borrower set forth in Section 6.01 and
      6.02 to procure servicing, administration and collection services for the
      Pledged Receivables and related Contracts and enforce the related agreements
      under which such services are procured. 

     

    “Single
      Type Early Amortization Event”
means
      an Early Amortization Event described in clauses (v) or (vi) of the definition
      thereof.

     

    “Specified
      Document File”
has
      the
      meaning given such term in the Custodial Agreement.

     

    “Standby
      Backup Servicer’s Fee”
means,
      for any Remittance Period or portion thereof prior to the appointment of the
      Backup Servicer as successor Servicer hereunder, the amount of fees and expenses
      stated to be payable to the Backup Servicer for such period on Exhibit F hereto
      (which shall include the “de-conversion fee”, if ever applicable, referred to in
      such Exhibit F).

     

    “State”
means
      one of the fifty states of the United States or the District of
      Columbia.

     

    “Strike
      Price”
shall
      mean, with respect to any Qualifying Interest Rate Cap, the fixed rate of
      interest with respect to which the Borrower would receive the excess, if any,
      of
      floating One-Month LIBOR (or such other Eurodollar Index acceptable to the
      Agent) over such fixed rate of interest as provided for under such Qualifying
      Interest Rate Cap.

     

    “Subsequent
      Borrowing”
means
      a
      Borrowing that occurs on a Subsequent Borrowing Date.

     

    “Subsequent
      Borrowing Date”
means
      each Business Day occurring after the initial Borrowing Date on which the
      Borrower determines to request an additional Borrowing from the
      Lender.

     

    “Swap
      Breakage”
means
      amounts payable by the Borrower upon the early termination of a Qualifying
      Interest Rate Swap, that do not constitute a net payment of amounts that would
      otherwise be payable under such Qualifying Interest Rate Swap in the absence
      of
      such early termination. 

     

    “Swapped
      Rate”
means,
      with respect to any Qualifying Interest Rate Swap, the annual rate of interest
      (expressed as a percentage) which the Borrower, as the fixed-rate payor, is
      required to pay under such Qualifying Interest Rate Swap in order to receive
      a
      floating rate of interest equal to One-Month LIBOR (or such other Eurodollar
      Index acceptable to the Agent) as provided for under such Qualifying Interest
      Rate Swap.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

       

    

    “Take-Out
      Securitization”
means
      a
      financing transaction undertaken by the Borrower or an Affiliate of the
      Borrower, involving the direct or indirect sale or other conveyance of
      Receivables and the Other Conveyed Property related thereto to a Person that
      shall privately or publicly sell securities, notes or certificates backed by
      such Receivables and the Other Conveyed Property related thereto.

     

    “Tangible
      Net Worth”
means,
      with respect to any Person, the amount calculated in accordance with GAAP (but
      without giving effect to any adjustments related to the valuation of any
      interest rate swaps or similar derivative instruments required pursuant to
      the
      Statement of Financial Accounting Standards No. 133 issued by the Financial
      Accounting Standards Board) as (i) the consolidated net worth of such
      Person and its consolidated subsidiaries, plus (ii) to the extent not
      otherwise included in such consolidated net worth, unsecured non-amortizing
      subordinated Debt of such Person and its consolidated subsidiaries which matures
      after the Facility Maturity Date, the terms and conditions of which are
      reasonably satisfactory to the Agent, minus (iii) the consolidated
      intangibles of such Person and its consolidated subsidiaries, including, without
      limitation, goodwill, trademarks, tradenames, copyrights, patents, patent
      allocations, licenses and rights in any of the foregoing and other items treated
      as intangibles in accordance with GAAP. 

     

    “Termination
      Fee”
has
      the
      meaning set forth in the Fee Letter.

     

    “Transaction
      Documents”
means
      this Agreement, the Transfer and Contribution Agreements, the Initial Servicing
      Agreements, the Initial Collection Servicing Agreement, the Account Control
      Agreement, the Fee Letter, the Custodial Agreement, each Qualifying Interest
      Rate Hedge, and each document and instrument related to any of the foregoing.
      

     

    “Transfer
      and Contribution Agreement”
means
      the Transfer and Contribution Agreement (PrePrime), the Transfer and
      Contribution Agreement (Prime), or both as the context may require.


     

    “Transfer
      and Contribution Agreement (PrePrime)”
means
      that certain Transfer and Contribution Agreement, dated as of the Closing Date,
      between EEF, as seller, and the Borrower, as purchaser, as amended by the
      Amendment No. 1 to Transfer and Contribution Agreement (PrePrime) and the
      Amendment No. 2 to Transfer and Contribution Agreement (PrePrime), together
      with
      all instruments, documents and agreements executed in connection therewith,
      and
      as such Transfer and Contribution Agreement (PrePrime) may from time to time
      be
      further amended, supplemented or otherwise modified in accordance with the
      terms
      hereof.

     

    “Transfer
      and Contribution Agreement (Prime)”
means
      that certain Transfer and Contribution Agreement, dated as of the Amendment
      No.
      1 Closing Date, between EEF, as seller, and the Borrower, as purchaser, as
      amended by the Amendment No. 1 to Transfer and Contribution Agreement (Prime)
      and the Amendment No. 2 to Transfer and Contribution Agreement (Prime), together
      with all instruments, documents and agreements executed in connection therewith,
      and as such Transfer and Contribution Agreement (Prime) may from time to time
      be
      amended, supplemented or otherwise modified in accordance with the terms
      hereof.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

    

    “Transition
      Costs”
means
      the fees and expenses (including without limitation the item identified as
      the
“One Time Successor Servicer Engagement Fee” set forth on Exhibit F hereto)
      payable to the Backup Servicer as described on Exhibit F hereto in connection
      with the transfer of servicing functions to the Backup Servicer pursuant to
      Section 6.15, including any Standby Backup Servicer’s Fees that are accrued but
      unpaid as of the time such transfer is effected, but not including Active Backup
      Servicer’s Fees. 

     

    “Type”,
      when
      used in reference to a Receivable or Contract, means the status of such
      Receivable as constituting a PrePrime Receivable (or a New PrePrime Receivable
      or Old PrePrime Receivable as a subcategory thereof, as applicable) or a Prime
      Receivable, as the case may be, or the status of such Contract as constituting
      a
      PrePrime Contract or a Prime Contract, as the case may be.

     

    “UAS”
means
      University Accounting Services, LLC.

     

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

     

    “Unaffected
      Type”
means,
      in respect of any Single Type Early Amortization Event, the Type of Receivable
      (whether a PrePrime Receivable or a Prime Receivable) that is not the subject
      of
      such Single Type Early Amortization Event.

     

    “Underwriting
      Guidelines”
is
      defined in the definition of Credit Policy herein.

     

    “United
      States”
means
      the United States of America.

     

    “Unmatured
      Event of Default”
means
      any event that, if it continues uncured, will, with lapse of time or notice
      or
      lapse of time and notice, constitute an Event of Default. 

     

    “Yield”
means,
      with respect to any Fixed Period and for the PrePrime Percentage and Prime
      Percentage of any Loan allocated to such Fixed Period, the sum of:

     

    (a) the
      product of:

    

      
        	
                PpPYR
                  x PpPL x 

              	 	
                ED

              
	 	 	
                360

              


      

    

     

    
      	
              where:

               

            	
              PpPYR

               

            	
              =

               

            	
              the
                Yield Rate for such Fixed Period applicable to the PrePrime
                Percentage

               

            
	 	
              PpPL

               

            	
              =

               

            	
              the
                PrePrime Percentage of the principal amount of Loans Outstanding
                allocated
                to such Fixed Period; and

               

            
	
            	
              ED

            	
              =

            	
              the
                actual number of days elapsed during such Fixed
                Period;

            


    

     

    plus

    (b) the
      product of:

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	
              PPYR
                x PPL x 

            	 	
              ED

            
	 	 	
              360

            


    

     

    
      	
              where:

               

            	
              PPYR

               

            	
              =

               

            	
              the
                Yield Rate for such Fixed Period applicable to the Prime
                Percentage

               

            
	 	
              PPL

               

            	
              =

               

            	
              the
                Prime Percentage of the principal amount of Loans Outstanding allocated
                to
                such Fixed Period; and

               

            
	
            	
              ED

            	
              =

            	
              the
                actual number of days elapsed during such Fixed
                Period;

            


    

     

    provided,
      however,
      that
      (i) no provision of this Agreement shall require the payment or permit the
      collection of Yield in excess of the maximum permitted by applicable law and
      (ii) Yield shall not be considered paid by any distribution if at any time
      such distribution is required to be rescinded by the Lender to the Borrower
      or
      any other Person for any reason including, without limitation, such distribution
      becoming void or otherwise avoidable under any statutory provision or common
      law
      or equitable action, including, without limitation, any provision of the
      Bankruptcy Code.

     

    “Yield
      Rate”
means,
      with respect to any Fixed Period for any Loan allocated to such Fixed
      Period:

     

    (i) to
      the
      extent the Lender will be funding the applicable Loan on the first day of such
      Fixed Period through the issuance of commercial paper, a rate equal to the
      CP
      Rate for such Fixed Period applicable in each case to the PrePrime Percentage
      and the Prime Percentage of such Loan; and

     

    (ii) to
      the
      extent the Lender will not be funding the applicable Loan through the issuance
      of commercial paper and/or to the extent that such Fixed Period (or any portion
      thereof) shall occur after the Early Amortization Commencement Date, (x) a
      rate equal to the Non-CP Rate for such Fixed Period applicable in each case
      to
      the PrePrime Percentage and the Prime Percentage of such Loan, or (y) such
      other rate as the Agent and the Borrower shall agree to in writing.

     

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

     

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

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      II.


     

    THE
      RECEIVABLES FACILITY

     

    SECTION
      2.01 Borrowings.
      On the
      terms and conditions hereinafter set forth, the Lender shall make loans
      (“Loans”)
      to the
      Borrower secured by Pledged Assets from time to time during the period from
      the
      Closing Date until the earlier of the Early Amortization Commencement Date
      or
      the Facility Maturity Date. Under no circumstances shall the Lender make any
      Loan if (a) the principal amount of such Loan exceeds the Advance Amount
      with respect to such Loan, (b) the amount of the Borrowing requested to be
      made on the applicable Borrowing Date is less than $250,000, or (c) after
      giving effect to the requested Borrowing of such Loan, either (i) an Early
      Amortization Event or an event that but for notice or lapse of time or both
      would constitute an Early Amortization Event has occurred and is continuing
      or
      (ii) the aggregate Loans Outstanding hereunder would exceed the lesser of
      (A) the Borrowing Limit and (B) the Capital Limit. Notwithstanding the
      foregoing, if the Early Amortization Event referred to in the preceding sentence
      is a Single Type Early Amortization Event, Advances shall continue to be
      available (subject to all other applicable terms and conditions hereof) but
      only
      Marginal Allowable Advances or Advances for the purpose of financing the
      acquisition of additional Pledged Receivables that are Eligible Receivables
      of
      the Unaffected Type. Under no circumstances shall the Lender make any Loan
      if,
      after giving effect to the Borrowing of such Loan, the aggregate face amount
      of
      all commercial paper issued by the Lender to fund Loans hereunder exceeds the
      Borrowing Limit.

     

    SECTION
      2.02 The
      Initial Borrowing and Subsequent Borrowings.

    (a)  Until
      the occurrence of the earlier of the Early Amortization Commencement Date and
      the Facility Maturity Date, the Lender will make Loans on any Business Day
      at
      the request of the Borrower, subject to and in accordance with the terms and
      conditions of Sections
      2.01
      and
2.02
      and
      subject to the provisions of Article
      III
      hereof.

     

    (b) (i) 
      The initial Borrowing and each Subsequent Borrowing shall be made on at least
      two Business Days’ irrevocable written notice from the Borrower to the Agent
      (any such written notice, a “Notice
      of Borrowing”),
      provided that such Notice of Borrowing is received by the Agent no later than
      1:00 P.M. (New York City time) on the Business Day of receipt. Any Notice of
      Borrowing received after 1:00 p.m. (New York City time) shall be deemed received
      prior to 1:00 P.M. (New York City time) on the following Business Day. Each
      such
      Notice of Borrowing shall specify (A) the aggregate amount of such
      Borrowing, (B) the date of such Borrowing, (C) the requested Fixed
      Period(s) for such Borrowing and the allocations of Loans to each such requested
      Fixed Period and (D) the Eligible Receivables to be Pledged in connection
      with such Borrowing (and upon such Borrowing, such Receivables shall be Pledged
      Receivables hereunder), or if such Borrowing is to constitute a Marginal
      Allowable Advance, a specification to that effect and the amount thereof and
      applicable Advance Amount available therefor. The Agent shall notify the
      Borrower whether the duration of the Fixed Period(s) described in such Notice
      of
      Borrowing is acceptable or, if not acceptable, the Agent shall advise the
      Borrower of such Fixed Period(s) as may be acceptable. On the date of each
      Borrowing, the Lender shall, upon satisfaction of the applicable conditions
      set
      forth in Article III,
      make
      available to the Borrower on the applicable Borrowing Date, no later than
      4:00 P.M. (New York City time), in same day funds, the amount of such
      Borrowing (net of amounts payable to or for the benefit of the Lender), by
      payment into the account which the Borrower has designated in writing.


     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

    

    (ii) Each
      Notice of Borrowing delivered to the Agent pursuant to this Section 2.02(b)
      shall be
      accompanied by a copy of the Notice of Pledge (and the Receivables Schedule
      attached thereto), which was sent to the Custodian and the related Collateral
      Receipt which was delivered by the Custodian, in each case, pursuant to the
      terms of the Custodial Agreement in connection with the Pledge of Eligible
      Receivables to be made in connection therewith.

     

    (c) The
      Loans
      shall bear interest at the Yield Rate.

     

    (d) Subject
      to Section 2.20
      and the
      other terms, conditions, provisions and limitations set forth herein, the
      Borrower may borrow, repay or prepay and reborrow Loans, on and after the
      Closing Date and prior to the earlier to occur of the Facility Maturity Date
      and
      the Early Amortization Commencement Date (other than one solely attributable
      to
      a Single Type Early Amortization Event).

     

    (e) Determinations
      by the Lender of the existence of any CP Disruption Event, or of the effect
      of
      any CP Disruption Event on its making or maintaining Loans at the CP Eurodollar
      Rate, shall be conclusive absent manifest error.

     

    (f) Determinations
      by the Lender of the existence of any Eurodollar Disruption Event, or of the
      effect of any Eurodollar Disruption Event on its making or maintaining Loans
      at
      the Adjusted Eurodollar Rate, shall be conclusive absent manifest
      error.

     

    SECTION
      2.03 Facility
      Maturity Date.
      Any
      Loans outstanding on the Facility Maturity Date shall mature on such date.
      On
      the Facility Maturity Date, the outstanding principal of all outstanding Loans,
      if any, and all Yield and all Fees accrued thereon and all other Obligations
      shall be immediately due and payable (and the Borrower shall pay all such
      amounts immediately).

     

    SECTION
      2.04 Selection
      of Fixed Periods.
      (a)  At all times until the earlier to occur of the Early Amortization
      Commencement Date (other than one solely attributable to a Single Type Early
      Amortization Event) and the Facility Maturity Date, the Borrower shall, subject
      to the Agent’s and the Lender’s approval and the limitations described below,
      request Fixed Periods and allocations of a portion of the outstanding Loans
      to
      each selected Fixed Period, so that all such outstanding Loans are at all times
      allocated to one or more Fixed Periods. Subject to Section 2.04(c),
      the
      Yield Rate to apply to all Loans outstanding shall be the CP Rate. The requested
      initial Fixed Period applicable to any new Loan arising as a result of a
      Borrowing shall be requested in the Notice of Borrowing, which shall be
      delivered in connection with the applicable Subsequent Borrowing. Subject to
      the
      next sentence of this Section 2.04,
      each CP
      Rollover Fixed Period shall commence on the last day of the immediately
      preceding Fixed Period, and the duration of such CP Rollover Fixed Period shall
      be such as the Borrower shall request in a Commercial Paper Remittance Report
      and the Agent shall approve; provided,
      that
      such Commercial Paper Remittance Report was received by the Agent no later
      than
      12:30 P.M. (New York City time) on a day at least one Business Day prior to
      such
      last day, except
      that if
      the Agent shall not have received such report before 12:30 P.M. on such day
      or
      the Agent and the Borrower shall not have so mutually agreed before 2:00 P.M.
      (New York City time) on such day, such CP Rollover Fixed Period shall be one
      day, and the applicable Yield Rate shall be the CP Rate plus 1.00%; provided
      that,
      notwithstanding the foregoing, upon the occurrence and during the continuance
      of
      any Event of Default, the Lender shall cease to issue commercial paper notes
      to
      fund and maintain Loans hereunder, and the applicable Yield Rate for all Fixed
      Periods in effect at the time of such occurrence shall convert to, and for
      all
      Fixed Periods that come into effect during the continuance of any Event of
      Default shall be, the Default Funding Rate. Any Fixed Period that would
      otherwise end on a day that is not a Business Day shall be extended to the
      next
      succeeding Business Day. Any Fixed Period that commences before the Early
      Amortization Commencement Date and would otherwise end on a date occurring
      after
      the Early Amortization Commencement Date (in each case other than one solely
      attributable to a Single Type Early Amortization Event) shall end on such Early
      Amortization Commencement Date. On and after such an Early Amortization
      Commencement Date, the Agent shall have the right to allocate outstanding Loans,
      if any, to Fixed Periods of such duration as shall be selected by the Agent.
      The
      Lender shall, on the first day of each Fixed Period with respect to Loans which
      accrue Yield at the CP Rate, notify the Agent and the Borrower of the Yield
      Rate
      for such Loans.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

    

    (b) References
      herein to Loans that accrue Yield at the Non-CP Rate being allocated to a Fixed
      Period shall mean all such Loans that are outstanding during such Fixed Period
      or a portion thereof.

     

    (c) So
      long
      as no Event of Default or Early Amortization Event (other than a Single Type
      Early Amortization Event) shall have occurred and be continuing, each of the
      Lender and the Agent shall make reasonable efforts to allow Loans to accrue
      Yield at the CP Rate; provided
      that
      neither the Lender nor the Agent shall have any obligation to allow Loans to
      accrue Yield at the CP Rate upon the occurrence of a CP Disruption Event or
      upon
      a determination by the Lender, or the Agent on its behalf, that allowing Loans
      to accrue Yield at the CP Rate would materially impair its ability to issue
      commercial paper notes generally or would otherwise be disadvantageous to its
      business generally. 

     

    SECTION
      2.05 Remittance
      Procedures.
      Based
      on written information supplied by the Borrower, the Agent shall instruct the
      Account Bank in writing to apply funds on deposit in the Collection Account
      as
      described in this Section 2.05
      (provided,
      that if
      the Borrower fails to timely provide such written information or otherwise
      consult with the Agent as to such instruction, the Agent shall be entitled
      to
      make such instruction based upon such information that it shall then
      have).

     

    (a) Yield
      and Liquidation Fees.
      On each
      Business Day (including any Remittance Date), the Agent shall instruct the
      Account Bank in writing to set aside in the Collection Account for transfer
      at
      the further direction of the Agent (whether on such day or on a subsequent
      day)
      collected funds in an amount equal to Yield through such day on the Loans not
      so
      previously set aside and the amount of any unpaid Liquidation Fees owed to
      the
      Lender on such day. On the last day of each Fixed Period, the Agent shall notify
      the Borrower of, and the Agent shall direct the Account Bank in writing to
      pay,
      such collected funds set aside in respect of Yield pursuant to this Section 2.05(a)
      to the
      Lender (or the designee of the Lender) in respect of payment of accrued Yield
      for such Fixed Period; provided,
      however,
      that
      (i) in the case of any Loan accruing Yield at the CP Rate, the portion of
      such Yield attributable to the CP Margin, and (ii) in the case of any Loan
      accruing Yield at the Non-CP Rate, all such Yield, shall remain set aside in
      the
      Collection Account until the next Remittance Date and, at which time, shall
      be
      disbursed pursuant to Section 2.05(c).
      On any
      Business Day on which an amount is set aside in respect of Liquidation Fees
      pursuant to this Section 2.05(a),
      the
      Agent shall direct the Account Bank in writing to pay such funds to the Lender
      in payment of such Liquidation Fees.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

    

    (b) Fixed
      Period Loan Principal Repayment.
      The
      Agent shall, on the last day of each Fixed Period that is not a Remittance
      Date,
      direct the Account Bank in writing to transfer collected funds held by the
      Account Bank in the Collection Account on such date, to pay the Agent for the
      account of the Lender in payment (or partial payment) of the outstanding
      principal amount of all Loans allocated to such Fixed Period, in an amount
      equal
      to the lesser of (i) the amount of such collected funds held in the
      Collection Account or (ii) the aggregate outstanding principal amount of
      Loans allocated to such Fixed Period or, if no Early Amortization Event shall
      have occurred and be continuing, if lower, an amount equal to the excess, if
      any, of the aggregate outstanding principal amount of Loans immediately prior
      to
      such distribution over the lesser of (A) the Capital Limit and (B) the
      Borrowing Limit (after giving effect to any Borrowing made on such date and
      any
      distributions of amounts on deposit in the Collection Account made on such
      date).

     

    (c) Remittance
      Date Transfers From Collection Account.
      The
      Agent shall, on each Remittance Date, direct the Account Bank to transfer
      collected funds held by the Account Bank in the Collection Account in the
      following amounts and priority:

     

    (i) to
      the
      Agent for the account of the Qualifying Swap Counterparty under each Qualifying
      Interest Rate Swap in an amount equal to (and for the payment of) all amounts
      which are due and payable by the Borrower to such Qualifying Swap Counterparty
      on such Remittance Date, pursuant to the terms of the applicable Qualifying
      Interest Rate Swap (net of all amounts which are due and payable by such
      Qualifying Swap Counterparty to the Borrower on such Remittance Date pursuant
      to
      the terms of such Qualifying Interest Rate Swap), to the extent such amounts
      do
      not constitute Swap Breakage;

     

    (ii) pro
      rata,
      (A) to the Account Bank in an amount equal to any Account Bank Fees due and
      payable on such Remittance Date, and (B) (x) at any time after the
      occurrence of a Servicer Default and the appointment of the Backup Servicer
      as
      the Servicer hereunder, to the Backup Servicer in an amount equal to the Active
      Backup Servicer’s Fees which are accrued and unpaid as of the last day of the
      preceding month plus any Transition Costs not previously paid or reimbursed
      to
      the Backup Servicer and (y) at any time prior to the occurrence of a Servicer
      Default and the appointment of the Backup Servicer as the Servicer hereunder,
      to
      the Backup Servicer in an amount equal to the Standby Backup Servicer’s Fees
      which are accrued and unpaid as of the last day of the preceding month, and
      (C) to the Custodian in an amount equal to the Custodian’s Fees which are
      accrued and unpaid as of the last day of the preceding month;

     

    (iii) pro
      rata,
      (A) to the Servicer, an amount equal to the Servicer Fees in each case which
      are
      accrued and unpaid as of the last day of the preceding month, and (B) to any
      Collection Servicer in an amount equal to any Collection Servicer Fees which
      are
      accrued and unpaid as of the last day of the preceding month;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

       

    

    (iv) pro
      rata,
      (A) to the Agent for the account of the Lender in an amount equal to (and
      for the pro rata payment of) (1) any Yield on any Loan accruing Yield at the
      CP
      Rate, which is attributable to the CP Margin and which is accrued and unpaid
      as
      of the last day of the preceding month and (2) any Yield on any Loan accruing
      Yield at the Non-CP Rate which is accrued and unpaid as of the last day of
      the
      preceding month, but in each case without duplication of any Yield previously
      paid in respect of such a Loan from amounts set aside for the payment of Yield
      on such a Loan pursuant to Section 2.05(a),
      and
      (B) to the Agent for payment to the recipients entitled thereto, an amount
      equal to the Fees which are accrued and unpaid as of the last day of the
      preceding month;

     

    (v) to
      the
      Agent for the account of the Qualifying Swap Counterparty under each Qualifying
      Interest Rate Swap in an amount equal to (and for the payment of) all Swap
      Breakage due and payable by the Borrower to such Qualifying Swap Counterparty
      on
      such Remittance Date, pursuant to the terms of the applicable Qualifying
      Interest Rate Swap (net of all amounts which are due and payable by such
      Qualifying Swap Counterparty to the Borrower on such Remittance Date pursuant
      to
      the terms of such Qualifying Interest Rate Swap);

     

    (vi) to
      the
      Agent (for the account of the Lender in the case of clause (A), for the account
      of each applicable Affected Party in the case of clause (B), and for its own
      account in the case of clause (C)) in an amount equal to the aggregate amount
      of
      all other Obligations then due from the Borrower to (A) the Lender (other than
      those specified in clauses (vii) and (ix) below), (B) any Affected Party
      hereunder and (C) the Agent;

     

    (vii) to
      the
      Agent for the account of the Lender in an amount equal to the Borrowing Base
      Deficiency (if any) as of such Remittance Date;

     

    (viii) on
      or
      after the occurrence of the Early Amortization Commencement Date, to the Agent
      for the account of the Lender for the repayment of Loans outstanding in an
      amount equal to the lesser of (A) all remaining funds in the Collection
      Account and (B) an amount necessary to repay the outstanding principal
      amount of all Loans in full;

     

    (ix) to
      the
      Reserve Account, in an amount up to the amount necessary to cause the Reserve
      Account to contain the Reserve Account Minimum Balance;

     

    (x) to
      the
      Backup Servicer, in the amount of any indemnification obligations owing by
      the
      Borrower to the Backup Servicer hereunder and not otherwise previously
      paid;

     

    (xi) prior
      to
      the Facility Maturity Date, to the extent that the Advance Percentage is less
      than the Minimum Advance Percentage, and provided that no Borrowing Base
      Deficiency would occur after giving effect to such distribution, to the Borrower
      any remaining amounts until the Advance Percentage is equal to the Minimum
      Advance Percentage; and

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

       

    

    (xii) any
      remaining funds, to the Borrower for the funding of the Borrower’s acquisition
      of additional Eligible Receivables under the Transfer and Contribution
      Agreement.

     

    Upon
      its
      receipt of funds pursuant to clauses (ii), (vi), (vii) and (ix), the Agent
      shall apply such funds as directed by the Lender or as otherwise provided in
      this Agreement.

     

    (d) Reserved.

     

    (e) Borrower
      Deficiency Payments.
      Notwithstanding anything to the contrary contained in this Section 2.05
      or in
      any other provision in this Agreement, if, on any day prior to the Collection
      Date, the outstanding amount of Loans shall exceed the lesser of (i) the
      Borrowing Limit and (ii) the Capital Limit, then the Borrower shall remit
      to the Agent, prior to any Borrowing and in any event no later than the close
      of
      business of the Agent on such day (or if such day is not a Business Day, no
      later than the close of business of the Agent on the next succeeding Business
      Day), a payment (to be applied by the Agent to repay Loans selected by the
      Agent, in its sole discretion), in such amount as may be necessary to reduce
      Loans Outstanding to an amount less than or equal to the lesser of (A) the
      Borrowing Limit and (B) the Capital Limit.

     

    (f) Instructions
      to the Account Bank.
      All
      instructions and directions given to the Account Bank by the Borrower or the
      Agent pursuant to this Section 2.05
      shall be
      in writing (including instructions and directions transmitted to the Account
      Bank by telecopy or e-mail), and such written instructions and directions shall
      be delivered with a written certification that such instructions and directions
      are in compliance with the provisions of this Section 2.05
      (and, if
      given by the Agent, the control provisions of the Account Control Agreement).
      A
      copy of all instructions and directions given to the Account Bank by the
      Borrower, pursuant to this Section 2.05,
      shall
      be immediately transmitted to the Agent by telecopy. A copy of all instructions
      and directions given to the Account Bank by the Agent, pursuant to this
Section 2.05,
      shall
      be immediately transmitted to the Borrower by telecopy.

     

    SECTION
      2.06 Establishment
      of Accounts; Reserve Account.

     

    (a) On
      or
      prior to the initial Borrowing Date, the Borrower shall establish with the
      Account Bank each of the Collection Account and the Reserve
      Account.

     

    (b) On
      or
      prior to the initial Borrowing Date, the Borrower shall deposit or cause to
      be
      deposited into the Reserve Account an amount equal to the Reserve Account
      Minimum Balance as of such date (and after giving effect to the Borrowings
      and
      related Pledging of Receivables to occur on such date). Thereafter, the Borrower
      shall deposit to the Reserve Account all amounts that are required to be
      deposited therein pursuant to clause (ix) of
      Section 2.05(c) hereof.

     

    (c) On
      the
      Business Day following the day on which a Pledged Receivable has become a
      Defaulted Receivable, as set forth in a notice from the Borrower, or on the
      day
      of receipt of such notice if received after such Receivable has become a
      Defaulted Receivable, the Agent shall cause to be transferred from the Reserve
      Account to the Collection Account an amount equal to the Outstanding Balance
      of
      such Defaulted Receivable (such amount, the “Reserve
      Account Withdrawal Amount”)
      for
      application pursuant to the provisions of Section 2.05(c)
      hereof.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

    

    (d) On
      each
      Remittance Date, the Agent shall cause to be transferred from the Reserve
      Account to the Collection Account, for application as set forth in Section 2.05(c),
      amounts
      available therein to the extent necessary (in the event that amounts then
      otherwise on deposit in the Collection Account are insufficient for such
      purposes) to pay amounts distributable pursuant to clauses (i) though
      (viii) thereof.

     

    (e) On
      the
      final Remittance Date hereunder which will constitute the Collection Date,
      amounts remaining on deposit in the Reserve Account shall be transferred to
      the
      Collection Account and distributed pursuant to the provisions of Section 2.05.

     

    SECTION
      2.07 [Intentionally
      omitted.]

     

    SECTION
      2.08 [Intentionally
      omitted.]

     

    SECTION
      2.09 [Intentionally
      omitted.]

     

    SECTION
      2.10 [Intentionally
      omitted.]

     

    SECTION
      2.11 Payments
      and Computations, Etc.  (a) 
      All amounts to be paid or deposited by or on behalf of the Borrower hereunder
      shall be paid or deposited in accordance with the terms hereof no later than
      1:00 P.M. (New York City time) on the day when due in lawful money of the United
      States in immediately available funds to the Collection Account or such other
      account as is designated by the Lender. The Borrower shall, to the extent
      permitted by law, pay to the Agent interest on all amounts owing to the Lender
      or the Agent and not paid or deposited when due hereunder at the Non-CP Rate,
      plus 2.00%, payable on demand; provided,
      however,
      that
      such interest rate shall not at any time exceed the maximum rate permitted
      by
      applicable law. Such interest shall be for the account of, and distributed
      by
      the Agent to, the Lender (or to the Agent for its own account, if applicable).
      Any Obligation hereunder shall not be reduced by any distribution of any portion
      of Collections if at any time such distribution is rescinded or returned by
      the
      Lender to the Borrower or any other Person for any reason. All computations
      of
      interest and all computations of Yield, Liquidation Fees, the Custodian’s Fees,
      the Fees, the Active Backup Servicer’s Fee and the Standby Backup Servicer’s Fee
      shall be made on the basis of a year of 360 days for the actual number of days
      (including the first but excluding the last day) elapsed.

     

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

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

       

    

    (c) If
      any
      Borrowing requested by the Borrower and approved by the Lender and the Agent
      pursuant to Section 2.02
      or any
      selection of any Fixed Period requested by the Borrower and approved by the
      Agent pursuant to Section 2.04
      is not
      for any reason whatsoever, except as a result of the gross negligence or wilful
      misconduct of the Lender and/or the Agent, made or effectuated, as the case
      may
      be, on the date specified therefor, the Borrower shall indemnify the Lender
      against any loss, cost or expense incurred by the Lender (other than any such
      loss, cost or expense solely due to the gross negligence or willful misconduct
      of the Lender or the Agent), including, without limitation, any loss (including
      cost of funds and out-of-pocket expenses), cost or expense incurred by reason
      of
      the liquidation or reemployment of deposits or other funds acquired by the
      Lender to fund Loans or maintain Loans during such Fixed Period.

     

    SECTION
      2.12 Fees.
      (a)  The Borrower shall pay the Lender (either directly or through the
      Agent) certain fees (the “Fees”)
      in the
      amounts and on the dates set forth in a fee letter (the “Fee
      Letter”),
      dated
      the Closing Date, as the same may be amended, supplemented or amended and
      restated as of the Amendment No. 2 Closing Date and the Amendment No. 3 Closing
      Date, among the Borrower, the Agent, and the Lender.

     

    (b) All
      of
      the Fees payable pursuant to this Section 2.12
      shall be
      payable solely from amounts available for application pursuant to, and subject
      to the priority of, payment set forth in, Section 2.05.

     

    SECTION
      2.13 Increased
      Costs; Capital Adequacy.
      (a)  If, due to either (i) the introduction of or any change (in each
      case occurring after the initial Borrowing Date, and including, without
      limitation, any change by way of imposition or increase of reserve requirements)
      in or in the interpretation of any law or regulation (including, without
      limitation, any law or regulation resulting in any interest payments paid to
      a
      Lender under this Agreement being subject to United States withholding tax)
      or
      any guideline of any accounting board or authority (whether or not a part of
      government) which is responsible for the establishment or interpretation of
      national or international accounting principles, in each case whether foreign
      or
      domestic or (ii) the compliance with any guideline or request from any
      central bank or other governmental authority (whether or not having the force
      of
      law), there shall be any increase in the cost to any of the
      following:

     

    (A)
      the
      Lender, (B) DZ BANK, or (C) any Affiliate of either that, by virtue of its
      relationship with the Lender or DZ BANK for any regulatory or financial
      accounting or reporting purposes, assessment or allocation of capital costs,
      reserve costs, tax costs or otherwise, would be subjected to an increased cost
      payable under this Section
      2.13
      as a
      result of the existence of this Agreement or the Loans, or agreements,
      facilities or loans generally of this type (it being understood that any such
      costs may be assessed only on behalf of the applicable Affected Party actually
      bearing such cost, without duplication) 

     

    (any,
      an
“Affected
      Party”)
      of
      agreeing to make or making, funding or maintaining any Loan (or any reduction
      of
      the amount of any payment (whether of principal, interest, fee, compensation
      or
      otherwise) to any Affected Party hereunder), as the case may be, the Borrower
      shall, from time to time, upon written demand by such Affected Party (with
      a
      copy to the Agent), immediately pay to such Affected Party (as a third party
      beneficiary, in the case of an Affected Party that is not also the Lender
      hereunder), additional amounts sufficient to compensate such Affected Party
      for
      such increased costs or reduced payments. 

     

    
      
        
        

      

      
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    (b) If
      either
      (i) the introduction of or any change in or in the interpretation of any
      law, guideline, rule or regulation, directive or request or (ii) the
      compliance by any Affected Party with any law, guideline, rule, regulation,
      directive or request from any central bank or other governmental authority
      or
      agency (whether or not having the force of law), including, without limitation,
      compliance by an Affected Party with any request or directive regarding capital
      adequacy, has or would have the effect of reducing the rate of return on the
      capital of any Affected Party, as a consequence of its obligations hereunder
      or
      arising in connection herewith to a level below that which any such Affected
      Party could have achieved but for such introduction, change or compliance
      (taking into consideration the policies of such Affected Party with respect
      to
      capital adequacy), by an amount deemed by such Affected Party to be material,
      then, from time to time, within ten days after demand by such Affected Party
      (which demand shall be accompanied by a statement setting forth the basis of
      such demand), such Affected Party shall be paid (from Collections pursuant
      to,
      and subject to the priority of payment set forth in, Section 2.05)
      such
      additional amounts as will compensate such Affected Party for such
      reduction.

     

    (c) In
      determining any amount provided for in this Section 2.13,
      the
      Affected Party may use any reasonable averaging and attribution methods. Any
      Affected Party making a claim under this Section 2.13
      shall
      submit to the Borrower a certificate setting forth in reasonable detail the
      basis for and the computations of such additional or increased costs, which
      certificate shall be conclusive absent demonstrable error.

     

    (d) Each
      Affected Party, as applicable, shall promptly (and in any event by the later
      of
      (i) thirty (30) Business Days before the commencement of accrual of any amounts
      to be paid by the Borrower under this Section
      2.13,
      and
      (ii) the date on which an officer responsible for the transaction hereunder
      of
      the Agent or the requesting Affected Party has actual knowledge of an increased
      cost resulting from such regulatory change or imposition), notify the Borrower
      and Agent of any event of which it has knowledge which will entitle such
      Affected Party to compensation pursuant to this Section
      2.13,
      provided,
      that no
      failure to give or delay in giving such notification shall adversely affect
      the
      rights of any Affected Party to such compensation except to the extent such
      delay in giving notice has resulted in an increase in the amount of compensation
      that would otherwise have been payable had timely noticed been delivered, and
      no
      such failure shall constitute the basis for any other adverse claim against
      the
      applicable Affected Party.

     

    (e) If,
      as a
      result of any event or circumstance similar to those described in Section 2.13(a) or
      2.13(b),
      any
      Affected Party (that is an Issuer) is required to compensate a bank or other
      financial institution providing liquidity support, credit enhancement or other
      similar support to such Affected Party in connection with this Agreement, then,
      upon demand by such Affected Party, the Borrower shall pay to such Affected
      Party such additional amount or amounts as may be necessary to reimburse such
      Affected Party for any amounts paid by it.

     

    SECTION
      2.14 Collateral
      Assignment of Agreements.
      The
      Borrower hereby collaterally assigns to the Agent, for the benefit of the
      Lender, all of the Borrower’s right and title to and interest in each Transfer
      and Contribution Agreement, each Qualifying Interest Rate Hedge, the Contract
      related to each Pledged Receivable, all other agreements, documents and
      instruments evidencing, securing or guarantying any Pledged Receivable, its
      rights under any Servicing Agreement or Collection Servicing Agreement, and
      all
      other agreements, documents and instruments related to any of the foregoing
      (the
“Assigned
      Documents”).
      The
      Borrower confirms and agrees that the Agent (or any designee thereof) shall
      have
      the right to enforce and, upon the occurrence of an Event of Default, the sole
      right to enforce the Borrower’s rights and remedies under each Assigned
      Document, but without any obligation on the part of the Agent, the Lender or
      any
      of their respective Affiliates to perform any of the obligations of the Borrower
      under any such Assigned Document. In addition, the Borrower confirms and agrees
      that the Borrower will send to the Agent a notice of (i) any material
      breach of any representation, warranty, agreement or covenant under any such
      Assigned Document or (ii) any event or occurrence that, upon notice, or
      upon the passage of time or both, would constitute such a material breach,
      in
      each case of which the Borrower has actual knowledge. The parties hereto agree
      that such assignment to the Agent shall terminate upon the Collection
      Date.

     

    
      
        
        

      

      
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    SECTION
      2.15 Grant
      of a Security Interest.
      To
      secure the prompt and complete payment when due of the Obligations and the
      performance by the Borrower of all of the covenants and obligations to be
      performed by it pursuant to this Agreement, the Borrower hereby
      (i) collaterally assigns and pledges to the Agent, on behalf of the Lender
      (and its successors and assigns) and (ii) grants a security interest to the
      Agent, on behalf of the Lender (and its successors and assigns), in all of
      the
      following property and interests in property whether tangible or intangible
      and
      whether now owned or existing or hereafter arising or acquired and wheresoever
      located (collectively, the “Pledged
      Assets”)
      and
      all of the Borrower’s right, title and interest in, to and under the Pledged
      Assets:

     

    (a) all
      Receivables conveyed to the Borrower under the applicable Transfer and
      Contribution Agreement from time to time (the “Pledged
      Receivables”),
      all
      Other Conveyed Property related to the Pledged Receivables conveyed to the
      Borrower under such Transfer and Contribution Agreement, all Related Security
      related to the Pledged Receivables, all Collections and other monies due and
      to
      become due under the Contracts related to the Pledged Receivables received
      on or
      after the date such Pledged Receivables were conveyed to the Borrower under
      such
      Transfer and Contribution Agreement;

     

    (b) the
      Assigned Documents, including, in each case, without limitation, all monies
      due
      and to become due or payable or to become payable to the Borrower under or
      in
      connection therewith;

     

    (c) the
      Accounts, the Lockbox, the Lockbox Account and all other bank and similar
      accounts relating to Collections with respect to Pledged Receivables (whether
      now existing or hereafter established) and all funds held therein, and all
      investments in and all income from the investment of funds in the Accounts,
      the
      Lockbox Account and such other accounts;

     

    (d) the
      Records relating to any Pledged Receivables;

     

    (e) each
      Qualifying Interest Rate Hedge; and

     

    (f) all
      proceeds of the foregoing property described in clauses (a) through (e)
      above, including interest, dividends, cash, instruments and other property
      from
      time to time received, receivable or otherwise distributed in respect of or
      in
      exchange for or on account of the sale or other disposition of any or all of
      the
      then existing Pledged Receivables.

     

    
      
        
        

      

      
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    SECTION
      2.16 Evidence
      of Debt.
      The
      Lender shall maintain an account or accounts evidencing the indebtedness of
      the
      Borrower to the Lender resulting from each Loan owing to the Lender from time
      to
      time, including the amounts of principal and interest payable and paid to the
      Lender from time to time hereunder. The entries made in such account(s) of
      the
      Lender shall be conclusive and binding for all purposes, absent manifest
      error.

     

    SECTION
      2.17 Survival
      of Representations and Warranties; Repayment Obligations.
      It is
      understood and agreed that the representations and warranties set forth in
      Section 4.01
      and
Section 4.02
      are made
      and accurate on the Closing Date, at the time of the initial Borrowing, and
      on
      each Subsequent Borrowing Date and Remittance Date thereafter. If, as a result
      of the breach of any of the representations and warranties in Section 4.01
      or
Section 4.02
      or for
      any other reason there exists or would exist a Borrowing Base Deficiency, the
      Borrower shall promptly (and, in any case, within one Business Day) repay to
      the
      Agent, for the account of the Lender, the portion of the Loans as is necessary
      to cure such Borrowing Base Deficiency. The Borrower shall promptly reimburse
      the Agent and the Lender for any reasonable out-of-pocket expenses incurred
      by
      the Agent and the Lender, respectively, in respect of any such repayment,
      including, without limitation, Liquidation Fees.

     

    SECTION
      2.18 Release
      of Pledged Receivables.
      (a)  Subject to Section 2.20
      hereof,
      upon the repayment of any Loan, the Borrower may, with the consent of the Agent,
      obtain the release of any Pledged Receivable and the related Other Conveyed
      Property or other Related Security securing such Loan by depositing into the
      Collection Account the Release Price therefor on the date of such repayment;
      provided,
      that
      the foregoing release shall only be available if, after giving effect thereto
      and the application of the proceeds thereof in accordance with the terms hereof,
      there shall not be a Borrowing Base Deficiency or Early Amortization
      Event.

     

    (b) The
      Borrower shall notify the Agent of any Release Price to be paid pursuant to
      this
Section 2.18
      on the
      Business Day on which such Release Price shall be paid specifying the Pledged
      Receivables to be released and the Release Price.

     

    (c) The
      Agent
      and Lender further agree, upon request of the Borrower, to release from the
      security interest of this Agreement (and following such release, the Borrower
      may reconvey the affected Receivable to EEF, without recourse, representation
      or
      warranty) any Pledged Receivable and the related Other Conveyed Property or
      other Related Security, if the outstanding balance of such Pledged Receivable
      is
      not then being included in the calculation of the Capital Limit (i) due to
      its
      not constituting an Eligible Receivable (and the reason therefor is not a
      Transferor Purchase Event which remains uncured) , or (ii) due to its exclusion
      as part of the Overconcentration Amount. Notwithstanding the foregoing, the
      foregoing release shall only be available if, after giving effect thereto,
      there
      shall not exist a Borrowing Base Deficiency or Early Amortization
      Event.

     

    (d) After
      the
      Collection Date has occurred, the Lender and the Agent, in accordance with
      their
      respective interests, shall re-assign and transfer to the Borrower, for no
      consideration but at the sole expense of the Borrower, their respective
      remaining interests in the Pledged Assets, free and clear of any Adverse Claim
      resulting solely from an act by the Lender or the Agent but without any other
      representation or warranty, express or implied, by or recourse against the
      Lender or the Agent.

     

    
      
        
        

      

      
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    SECTION
      2.19 Treatment
      of Amounts Paid by the Borrower.
      Amounts
      paid by the Borrower pursuant to Section 2.18
      on
      account of Pledged Receivables shall be treated as payments on Pledged
      Receivables hereunder. 

     

    SECTION
      2.20 Prepayment;
      Termination.
      Except
      as expressly permitted or required herein, including, without limitation, any
      repayment necessary to cure a Borrowing Base Deficiency, no Loan may be repaid
      prior to the Early Amortization Commencement Date without the Agent’s prior
      written consent, which consent may be withheld in the Agent’s sole discretion;
provided,
      however,
      that
      upon ten (10) Business Days’ prior written notice to the Agent, (i) the
      Borrower may prepay, in part or in whole, the principal balance of the Loans
      advanced hereunder in connection with (A) a Take-Out Securitization, so long
      as
      the Borrower has complied with the penultimate sentence of this paragraph in
      connection therewith, or (B) a sale of the Receivables and related Contracts,
      without recourse, to an unaffiliated third party for a purchase price payable
      concurrently with such sale and in cash (and in either case the proceeds of
      which Take-Out Securitization or sale shall be deposited into the Collection
      Account) and (ii) the Borrower may prepay in whole, and thereupon terminate
      the
      facility, without paying any Termination Fee but otherwise paying all
      Obligations outstanding hereunder in full (including amounts owed under Section
      2.13), in the event that the Lender or any Affected Party related thereto shall
      have made demand for payment of any amount pursuant to any of the provisions
      of
      Section 2.13, which amount once paid by the Borrower would cause the Borrower’s
      effective borrowing margin (treating such amount for this purpose as if part
      of
      the applicable CP Margin or Adjusted Eurodollar Rate Margin, as the case may
      be,
      chargeable as part of Yield) would constitute an increase in such margin,
      measured over a one year period preceding the assessment of such amount against
      the Borrower, of 0.25% or more, and (iii) the Borrower may, so long as
      after giving effect thereto no Borrowing Base Deficiency will exist, permanently
      reduce the unutilized Borrowing Limit (in increments of not less than
      $1,000,000) upon payment of the applicable Termination Fee as set forth in
      the
      Fee Letter. The Borrower further agrees in connection with any Take-Out
      Securitization (but only to the extent that such Take-Out Securitization relates
      to Pledged Receivables that are PrePrime Receivables), that in connection
      therewith, it shall offer to DZ Bank, with acceptance of either or both of
      such roles to be at DZ Bank’s option, (A) a right of first refusal to match
      the terms and conditions of any agreement for the placement of the Pledged
      Receivables that are PrePrime Receivables in the private term market for
      asset-backed securities, and (2) in connection with the proposed Take-Out
      Securitization, the recognized role of “Co-Placement Agent” in the related
      placement of the Pledged Receivables that are PrePrime Receivables in the
      private term market for asset-backed securities. 

     

    
      
        
        

      

      
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    ARTICLE
      III.

     

    CONDITIONS
      OF LOANS

     

    SECTION
      3.01 Conditions
      Precedent to Initial Borrowing.
      The
      initial Borrowing hereunder is subject to the conditions precedent
      that:

     

    (a) all
      acts
      and conditions (including, without limitation, the obtaining of any necessary
      regulatory approvals and the making of any required filings, recordings or
      registrations) required to be done and performed and to have happened prior
      to
      the execution, delivery and performance of this Agreement and all related
      documents and to constitute the same legal, valid and binding obligations,
      enforceable in accordance with their respective terms, shall have been done
      and
      performed and shall have happened in due and strict compliance with all
      applicable laws; and

     

    (b) the
      Agent
      shall have received on or before the date of such Borrowing the items listed
      in
      the portion of Schedule
      I
      hereto
      applicable to the initial Borrowing, each in form and substance satisfactory
      to
      the Agent and the Lender.

     

    SECTION
      3.02 Conditions
      Precedent to All Borrowings.
      Each
      Borrowing (including the initial Borrowing, except as explicitly set forth
      below) by the Borrower from the Lender shall be subject to the further
      conditions precedent that:

     

    (a) With
      respect to any such Borrowing (other than the initial Borrowing), on or prior
      to
      the date of such Borrowing, the Borrower shall have delivered to the Agent,
      in
      form and substance satisfactory to the Agent, the most recent Monthly Remittance
      Report required by the terms of Section 6.12(b)
      (it
      being understood that any Borrowing secured by New PrePrime Receivables after
      the Amendment No. 2 Closing Date, shall require that the Borrower, the Agent
      and
      the Backup Servicer shall have agreed on a revised form of Monthly Remittance
      Report, reasonably acceptable to the Agent and the Backup Servicer, that
      reflects any necessary revisions from the form attached to the Existing RLSA,
      associated with the inclusion of such New PrePrime Receivables);

     

    (b) With
      respect to such Borrowing, at least two Business Days prior to the date of
      such
      Borrowing, the Borrower shall have delivered to the Agent, in form and substance
      satisfactory to the Agent, (i) the related Borrowing Base Certificate (it being
      understood that any Borrowing secured by New PrePrime Receivables after the
      Amendment No. 2 Closing Date, shall require the delivery of a Borrowing Base
      Certificate in a revised form reasonably acceptable to the Agent that reflects
      any necessary revisions from the form attached to the Existing RLSA, associated
      with the inclusion of such New PrePrime Receivables), and (ii) a certificate
      signed by the chief financial officer of the Borrower which shall demonstrate
      that, after giving effect to such Borrowing requested by the Borrower, the
      Facility Amount will not exceed the lesser of (A) the Borrowing Limit and
      (B) the Capital Limit or, in the alternative, the Notice of Borrowing
      delivered with respect to such Borrowing shall have been signed by the chief
      financial officer of the Borrower and shall demonstrate that, after giving
      effect to such Borrowing requested by the Borrower, the Facility Amount will
      not
      exceed the lesser of (A) the Borrowing Limit and (B) the Capital
      Limit;

     

    
      
        
        

      

      
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    (c) On
      the
      Borrowing Date of such Borrowing, the following statements shall be true, and
      the Borrower by accepting the amount of such Borrowing shall be deemed to have
      certified that:

     

    (i) the
      representations and warranties contained in Section 4.01
      are true
      and correct in all material respects, before and after giving effect to the
      Borrowing to take place on such Borrowing Date and to the application of
      proceeds therefrom, on and as of such day as though made on and as of such
      date;

     

    (ii) (A)
      no
      event has occurred and is continuing, or would result from such Borrowing,
      which
      constitutes an Early Amortization Event hereunder or an event that but for
      notice or lapse of time or both would constitute an Early Amortization Event
      (other than in either case a Single Type Early Amortization Event), and (B)
      if a
      Single Type Early Amortization Event has occurred or would so occur, any Pledged
      Receivables being acquired in connection with such Borrowing are solely Eligible
      Receivables of the Unaffected Type);

     

    (iii) (a) the
      principal amount of the Loan being borrowed on such Borrowing Date does not
      exceed the Advance Amount with respect to such Loan, (b) the amount of the
      Borrowing being made on such Borrowing Date is not less than $250,000 and
      (c) on and as of such Borrowing Date, after giving effect to such
      Borrowing, the aggregate outstanding principal amount of the Loans do not exceed
      the lesser of (A) the Borrowing Limit and (B) the Capital
      Limit;

     

    (iv) (A) the
      Borrower has delivered to the Agent a timely copy of the Notice of Borrowing
      and
      the Notice of Pledge (together with the attached Receivables Schedule), pursuant
      to Section 2.02,
      each
      appropriately completed and executed by the Borrower, (B) the Borrower has
      delivered or caused to have been delivered to the Custodian each item listed
      in
      the definition of Specified Document File, with respect to the Receivables
      being
      Pledged hereunder four (4) Business Days prior to such Borrowing Date,
      (C) the Contract related to each Receivable being Pledged hereunder on such
      Borrowing Date has been duly assigned by EEF to the Borrower and duly assigned
      by the Borrower to the Agent and (D) by 2:30 P.M. (New York City time) on the
      Business Day immediately preceding such Borrowing Date, a Collateral Receipt
      from the Custodian has been delivered to the Agent confirming that, interalia,
      the
      Specified Document Files received on such Business Day conform with the
      Receivables Schedule delivered to the Custodian and the Agent pursuant to
Section 2.02;
      and

     

    (v) all
      terms
      and conditions of the applicable Transfer and Contribution Agreement required
      to
      be satisfied in connection with the assignment of each Receivable being Pledged
      hereunder on such Borrowing Date (and the Other Conveyed Property related
      thereto), including, without limitation, the perfection of the Borrower’s
      interests therein, shall have been satisfied in full, and all filings
      (including, without limitation, UCC filings) required to be made by any Person
      and all actions required to be taken or performed by any Person in any
      jurisdiction to give the Agent, for the benefit of the Lender, a first priority
      perfected security interest in such Receivables and the Other Conveyed Property
      related thereto and the proceeds thereof shall have been made, taken or
      performed;

     

    
      
        
        

      

      
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    (d) No
      law or
      regulation shall prohibit, and no order, judgment or decree of any federal,
      state or local court or governmental body, agency or instrumentality shall
      prohibit or enjoin, the making of such Loans by the Lender in accordance with
      the provisions hereof; 

     

    (e) The
      Lender shall have received and found to be satisfactory with respect to Pledged
      Receivables being Pledged in connection with such Borrowing, which have been
      previously pledged to any lender by EEF, the Borrower or any Affiliate thereof
      under any other financing facility, evidence of the release of any liens granted
      in connection with such financing with respect to any such Pledged Receivables;
      and

     

    (f) If
      required by the Agent and the Hedging Condition shall then exist, a Qualifying
      Interest Rate Hedge with respect to such Borrowing or as otherwise would be
      required under Section
      6.22
      in
      respect of, collectively, such Borrowing and all other Loans outstanding, shall
      have been duly executed by the Borrower and a Qualifying Hedge Counterparty,
      and
      any amounts required to have been paid thereunder as of the related Borrowing
      Date shall have been paid and any obligations required to have been performed
      thereunder as of such Borrowing Date shall have been performed. 

     

    SECTION
      3.03 Advances
      Do Not Constitute a Waiver

     

    (a) .
      No
      advance of a Loan hereunder shall constitute a waiver of any condition to the
      Lender’s obligation to make such an advance unless such waiver is in writing and
      executed by the Lender. 

     

    SECTION
      3.04 Conditions
      Precedent to Effectiveness on Amendment No. 3 Closing Date

     

    .
      This
      Agreement shall be effective as a third amendment and restatement to the
      Existing RLSA as of the Amendment No. 3 Closing Date, subject to the conditions
      precedent that:

     

    (a) all
      acts
      and conditions (including, without limitation, the obtaining of any necessary
      regulatory approvals and the making of any required filings, recordings or
      registrations) required to be done and performed and to have happened prior
      to
      the execution, delivery and performance of this Agreement and all related
      documents and to constitute the same legal, valid and binding obligations,
      enforceable in accordance with their respective terms, shall have been done
      and
      performed and shall have happened in due and strict compliance with all
      applicable laws; and

     

    (b) the
      Agent
      shall have received on or before the Amendment No. 3 Closing Date the items
      listed in the portion of Schedule
      I
      hereto
      applicable to the Amendment No. 3 Closing Date, each in form and substance
      satisfactory to the Agent and the Lender.

     

    ARTICLE
      IV.


     

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      4.01 Representations
      and Warranties of the Borrower.
      The
      Borrower hereby represents and warrants, as of the Closing Date, the Amendment
      No. 1 Closing Date, the Amendment No. 2 Closing Date and the Amendment No.
      3
      Closing Date, on each Borrowing Date, on each Remittance Date and on the first
      day of each CP Rollover Fixed Period, as follows:

     

    
      
        
        

      

      
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    (a) Each
      Receivable designated as an Eligible Receivable on any Borrowing Base
      Certificate, Monthly Remittance Report or Commercial Paper Remittance Report
      and
      that is an Eligible Receivable of a particular Type, was an Eligible Receivable
      of such Type as of the time of delivery of such certificate or report. Each
      Eligible Receivable is designated or otherwise identifiable as being of its
      particular applicable Type on such certificate or report, and such designation
      or identification is accurate. Each Receivable included as an Eligible
      Receivable in any calculation of the Capital Limit or the Eligible Receivables
      Balance and that is an Eligible Receivable of a particular Type, was an Eligible
      Receivable of such Type as of the time of such inclusion. 

     

    (b) The
      Borrower is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the jurisdiction of its formation and has the
      power and all licenses necessary to own its assets and to transact the business
      in which it is engaged and is duly qualified and in good standing under the
      laws
      of each jurisdiction where the transaction of such business or its ownership
      of
      the Pledged Receivables requires such qualification.

     

    (c) The
      Borrower has the power, authority and legal right to make, deliver and perform
      this Agreement and each of the Transaction Documents to which it is a party
      and
      all of the transactions contemplated hereby and thereby, and has taken all
      necessary action to authorize the execution, delivery and performance of this
      Agreement and each of the Transaction Documents to which it is a party, and
      to
      grant to the Agent, for the benefit of the Lender, a first priority perfected
      security interest in the Pledged Assets on the terms and conditions of this
      Agreement. This Agreement and each of the Transaction Documents to which the
      Borrower is a party constitutes the legal, valid and binding obligation of
      the
      Borrower, enforceable against it in accordance with their respective terms,
      except as the enforceability hereof and thereof may be limited by bankruptcy,
      insolvency, moratorium, reorganization and other similar laws of general
      application affecting creditors’ rights generally and by general principles of
      equity (whether such enforceability is considered in a proceeding in equity
      or
      at law). No consent of any other party and no consent, license, approval or
      authorization of, or registration or declaration with, any governmental
      authority, bureau or agency is required in connection with the execution,
      delivery or performance by the Borrower of this Agreement or any Transaction
      Document to which it is a party or the validity or enforceability of this
      Agreement or any such Transaction Document or the Pledged Receivables, other
      than such as have been met or obtained.

     

    (d) The
      execution, delivery and performance of this Agreement and all other agreements
      and instruments executed and delivered or to be executed and delivered pursuant
      hereto or thereto in connection with the Pledge of the Pledged Assets will
      not
      (i) create any Adverse Claim on the Pledged Assets or (ii) violate any
      provision of any existing law or regulation or any order or decree of any court,
      regulatory body or administrative agency or the certificate of formation,
      operating agreement, certificate of incorporation or by-laws of the Borrower
      or
      any mortgage, indenture, contract or other agreement to which or the Borrower
      is
      a party or by which the Borrower or any property or assets of the Borrower
      may
      be bound.

     

    
      
        
        

      

      
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    (e) No
      litigation or administrative proceeding of or before any court, tribunal or
      governmental body is presently pending or, to the knowledge of the Borrower,
      threatened against the Borrower or any properties of Borrower or with respect
      to
      this Agreement, which, if adversely determined, could have a material effect
      on
      the business, assets or financial condition of the Borrower or which would
      draw
      into question the validity of this Agreement, any Transaction Document to which
      the Borrower is a party or any of the other applicable documents forming part
      of
      the Pledged Assets.

     

    (f) In
      selecting the Receivables to be Pledged pursuant to this Agreement, no selection
      procedures were employed which are intended to be adverse to the interests
      of
      the Lender.

     

    (g) The
      grant
      of the security interest in the Pledged Assets by the Borrower to the Agent,
      for
      the benefit of the Lender pursuant to this Agreement, is in the ordinary course
      of business for the Borrower and is not subject to the bulk transfer or any
      similar statutory provisions in effect in any applicable jurisdiction. Except
      as
      permitted hereby, no such Pledged Assets have been sold, transferred, assigned
      or pledged by the Borrower to any Person, other than the Pledge of such Assets
      to the Agent, for the benefit of the Lender, pursuant to the terms of this
      Agreement. 

     

    (h) The
      Borrower has no Debt or other indebtedness that, in the aggregate, exceeds
      $10,000, other than Debt incurred under the terms of this
      Agreement.

     

    (i) The
      Borrower has been formed solely for the purpose of engaging in transactions
      of
      the types contemplated by this Agreement.

     

    (j) No
      injunction, writ, restraining order or other order of any nature adversely
      affects the Borrower’s performance of its obligations under this Agreement or
      any Transaction Document to which the Borrower is a party.

     

    (k) The
      Borrower has not elected to be taxed as a separate business entity for U.S.
      federal income tax purposes. No tax lien or similar adverse claim has been
      filed, and no claim is being asserted, with respect to any such tax, assessment
      or other governmental charge. Any taxes, fees and other governmental charges
      payable by the Borrower in connection with the execution and delivery of this
      Agreement and the other Transaction Documents and the transactions contemplated
      hereby or thereby have been paid if and when due.

     

    (l) The
      chief
      executive office of the Borrower (and the location of the Borrower’s records
      regarding the Pledged Receivables) is located at (i) as of the Closing Date,
      1114 Avenue of the Americas, 30th
      Floor,
      New York, New York 10036, and (ii) as of the Amendment No. 1 Closing Date,
      the
      Amendment No. 2 Closing Date and the Amendment No. 3 Closing Date, at 590
      Madison Avenue, 13th
      Floor,
      New York, New York 10022 (or at such other location as the Borrower shall have
      notified to the Agent in writing prior to such change in location).


     

    (m) The
      Borrower’s legal name is as set forth in this Agreement; other than as disclosed
      on Schedule
      II
      hereto
      (as such schedule may be updated from time to by the Agent upon receipt of
      a
      notice delivered to the Agent pursuant to Section 6.20),
      the
      Borrower has not changed its name since its formation; the Borrower does not
      have tradenames, fictitious names, assumed names or “doing business as” names
      other than as disclosed on Schedule
      II
      hereto
      (as such schedule may be updated from time to by the Agent upon receipt of
      a
      notice delivered to the Agent pursuant to Section 6.20).

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

       

    

    (n) The
      Borrower is solvent and will not become insolvent after giving effect to the
      transactions contemplated hereby; the Borrower is paying its debts as they
      become due; and the Borrower, after giving effect to the transactions
      contemplated hereby, will have adequate capital to conduct its
      business.

     

    (o) The
      Borrower has no subsidiaries.

     

    (p) The
      Borrower has given fair consideration and reasonably equivalent value in
      exchange for the sale of the Pledged Receivables by EEF under the Transfer
      and
      Contribution Agreement.

     

    (q) No
      Monthly Remittance Report, Borrowing Base Certificate or Commercial Paper
      Remittance Report, information, exhibit, financial statement, document, book,
      record or report furnished or to be furnished by the Borrower to the Agent
      or
      the Lender in writing in connection with this Agreement is inaccurate in any
      material respect as of the date it is dated or (except as otherwise disclosed
      in
      writing to the Agent or the Lender, as the case may be, at such time) as of
      the
      date so furnished, and no such document contains any material misstatement
      of
      fact or omits or shall omit to state a material fact or any fact necessary
      to
      make the statements contained therein not misleading.

     

    (r) No
      proceeds of any Loans will be used by the Borrower to acquire any security
      in
      any transaction, which is subject to Section 13 or 14 of the Securities
      Exchange Act of 1934, as amended. Each purchase or contribution of Receivables
      and Other Conveyed Property under the Transfer and Contribution Agreement will
      constitute a “current transaction” within the meaning of Section 3(a)(3) of
      the Securities Act of 1933, as amended.

     

    (s) There
      are
      no agreements in effect adversely affecting the rights of the Borrower to make,
      or cause to be made, the grant of the security interest in the Pledged Assets
      contemplated by Section 2.14.

     

    (t) The
      Borrower is not, and will not as a result of the transactions contemplated
      hereunder become, an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended.

     

    (u) No
      Event
      of Default or Unmatured Event of Default has occurred and is
      continuing.

     

    (v) [Intentionally
      Omitted.]

     

    (w) [Intentionally
      Omitted.]

     

    
      
        
        

      

      
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    (x) 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) to the Pension Benefit Guaranty Corporation (or any
      successor thereto) under ERISA.

     

    (y) The
      Borrower is not in violation of any law, rule or regulation relating to
      terrorism or money laundering (“Anti-Terrorism
      Laws”),
      including Executive Order No. 13224 on Terrorist Financing, effective September
      24, 2001 (the “Executive
      Order”),
      and
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the
“Patriot
      Act”).

     

    (z) Neither
      the Borrower nor any broker or other agent of the Borrower acting or benefiting
      in any capacity in connection with the Loans hereunder is any of the
      following:

     

    (i) a
      person
      that is listed in the annex to, or is otherwise subject to the provisions of,
      the Executive Order;

     

    (ii) a
      person
      owned or controlled by, or acting for or on behalf of, any person that is listed
      in the annex to, or is otherwise subject to the provisions of, the Executive
      Order;

     

    (iii) a
      person
      with which the Lender is prohibited from dealing or otherwise engaging in any
      transaction by any Anti-Terrorism Law;

     

    (iv) a
      person
      that commits, threatens or conspires to commit or supports “terrorism” as
      defined in the Executive Order; or

     

    (v) a
      person
      that is named as a “specially designated national and blocked person” on the
      most current list published by the U.S. Treasury Department Office of Foreign
      Assets Control (“OFAC”)
      at its
      official website or any replacement website or other replacement official
      publication of such list.

     

    (aa) Neither
      the Borrower nor any broker or other agent of the Borrower acting in any
      capacity in connection with the Loans hereunder (i) conducts any business
      or engages in making or receiving any contribution of funds, goods or services
      to or for the benefit of any person described in the preceding subsection,
      (ii) deals in, or otherwise engages in any transaction relating to, any
      property or interests in property blocked pursuant to the Executive Order,
      or
      (iii) engages in or conspires to engage in any transaction that evades or
      avoids, or has the purpose of evading or avoiding, or attempts to violate,
      any
      of the prohibitions set forth in any Anti-Terrorism Law. 

     

    SECTION
      4.02 Reserved.
      

     

    SECTION
      4.03 Resale
      of Receivables Upon Breach of Covenant or Representation and Warranty by
      Borrower.
      The
      Borrower shall inform the other parties to this Agreement promptly, in writing,
      upon the discovery of any breach of the representations, warranties and/or
      covenants contained in Section 4.01
      or
Section 4.02;
      provided,
      however,
      that
      the failure to provide any such notice shall not diminish, in any manner
      whatsoever, any obligation of the Borrower hereunder to sell any Pledged
      Receivable. Upon the discovery by or notice to the Borrower of such breach
      that
      also constitutes an EEF Purchase Event under and as defined in the Transfer
      and
      Contribution Agreement, the Borrower shall have an obligation to, and the
      Borrower shall, sell to EEF pursuant to the Transfer and Contribution Agreement
      (and the Agent may enforce such obligation of the Borrower to sell) any Pledged
      Receivable adversely affected by any such breach. In connection with the resale
      of such Pledged Receivable, the Borrower shall remit funds in an amount equal
      to
      the Release Price for such Pledged Receivable to the Collection Account on
      the
      date of such resale. Provided that the EEF timely complies with its repurchase
      obligation under the Transfer and Contribution Agreement in respect of such
      EEF
      Purchase Event and the Borrower properly effects the related sale to EEF, this
      resale and repurchase shall constitute the sole remedy available to the Agent
      and Lender in connection with the related breach.

     

    
      
        
        

      

      
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    ARTICLE
      V.

     

    GENERAL
      COVENANTS OF THE BORROWER

     

    SECTION
      5.01 General
      Covenants.
      (a)  The Borrower will observe all entity procedures required by its
      certificate of formation, limited liability company agreement and the laws
      of
      its jurisdiction of formation. The Borrower will maintain its limited liability
      company existence in good standing under the laws of its jurisdiction of
      formation and will promptly obtain and thereafter maintain qualifications to
      do
      business as a foreign limited liability company in any other state in which
      it
      does business and in which it is required to so qualify under applicable
      law.

     

    (b) The
      Borrower will at all times ensure that (i) its members act independently
      and in its interests and in the interests of its creditors, (ii) it shall
      at all times maintain at least one independent manager who (A) is not
      currently and has not been during the five years preceding the Closing Date
      an
      officer, director or employee of the Borrower or an Affiliate thereof (other
      than acting as independent manager or in a similar capacity) and (B) is not
      a member of the Borrower or an Affiliate thereof (other than a special member
      of
      the Borrower or a limited purpose corporation, business trust, partnership
      or
      other entity organized for the purpose of acquiring, financing or otherwise
      investing, directly or indirectly, in assets or receivables originated, owned
      or
      serviced by EEF or an Affiliate thereof), (iii) its assets are not
      commingled with those of EEF or any other Affiliate of the Borrower,
      (iv) its members duly authorize all of its limited liability company
      actions, (v) it maintains separate and accurate records and books of
      account and such books and records are kept separate from those of EEF and
      any
      other Affiliate of the Borrower and (vi) it maintains minutes of the
      meetings and other proceedings of the members. Where necessary, the Borrower
      will obtain proper authorization from its members for limited liability company
      action.

     

    (c) The
      Borrower will pay its operating expenses and liabilities from its own assets;
      provided,
      however,
      that
      the Borrower’s organizational expenses and the expenses incurred in connection
      with the negotiation and execution of this Agreement and the other Transaction
      Documents may be paid by EEF.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

       

    

    (d) The
      Borrower will not have any of its indebtedness guaranteed by EEF or any
      Affiliate of EEF. Furthermore, the Borrower will not hold itself out, or permit
      itself to be held out, as having agreed to pay or as being liable for the debts
      of EEF, and the Borrower will not engage in business transactions with EEF,
      except on an arm’s-length basis. The Borrower will not hold EEF out to third
      parties as other than an entity with assets and liabilities distinct from the
      Borrower. The Borrower will cause any of its financial statements consolidated
      with those of EEF to state that the Borrower is a separate corporate entity
      with
      its own separate creditors who, in any liquidation of the Borrower, will be
      entitled to be satisfied out of the Borrower’s assets prior to any value in the
      Borrower becoming available to the Borrower’s equity holders. The Borrower will
      not act in any other matter that could foreseeably mislead others with respect
      to the Borrower’s separate identity.

     

    (e) The
      Borrower shall take all other actions necessary to maintain the accuracy of
      the
      factual assumptions set forth in the legal opinion of Baker & McKenzie, as
      special counsel to EEF and the Borrower, issued in connection with the Transfer
      and Contribution Agreement and relating to the issues of substantive
      consolidation and true conveyance of the Pledged Receivables.

     

    (f) Except
      as
      otherwise provided herein or in any other Transaction Document, the Borrower
      shall not sell, assign (by operation of law or otherwise) or otherwise dispose
      of, or create or suffer to exist any Adverse Claim upon or with respect to,
      any
      Pledged Receivable, any Collections related thereto or any other Pledged Assets
      related thereto, or upon or with respect to any account to which any Collections
      of any Receivable are sent, or assign any right to receive income in respect
      thereof. Except as otherwise provided herein or in any other Transaction
      Document, the Borrower shall not create or suffer to exist any Adverse Claim
      upon or with respect to any of the Borrower’s assets. 

     

    (g) The
      Borrower will not merge or consolidate with, or convey, transfer, lease or
      otherwise dispose of (whether in one transaction or in a series of
      transactions), all or substantially all of its assets (whether now owned or
      hereafter acquired) other than, with respect to asset dispositions in connection
      with a Take-Out Securitization or other sale permitted under Section
      2.20,
      or
      acquire all or substantially all of the assets or capital stock or other
      ownership interest of any Person.

     

    (h) The
      Borrower will not account for or treat (whether in financial statements or
      otherwise) the transactions contemplated by the Transfer and Contribution
      Agreement in any manner other than a capital contribution and absolute
      assignment of Receivables and Other Conveyed Property by EEF to the Borrower
      constituting a “true conveyance” for bankruptcy purposes, it being understood
      that the Loans to the Borrower under this Agreement will be treated as debt
      on
      the consolidated financial statements of EEF.

     

    (i) The
      Borrower will not amend, modify, waive or terminate any terms or conditions
      of
      the Transfer and Contribution Agreement without the written consent of the
      Agent, and shall perform its obligations thereunder.

     

    (j) The
      Borrower will not amend, modify or otherwise make any change to its certificate
      of formation without the consent of the Agent.

     

    
      
        
        

      

      
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    (k) The
      Borrower will not make or allow to be made any amendment to the Credit and
      Collection Policy, other than an inconsequential amendment, without the prior
      written consent of the Agent.

     

    (l) If
      the
      Borrower receives any Collections, the Borrower, as applicable, will remit
      such
      Collections to the Collection Account within one (1) Business Day of the
      Borrower’s receipt thereof.

     

    (m) As
      of the
      date of any Receivable becoming Pledged hereunder, the Borrower shall have
      required the Obligor of such Receivable to remit all Collections owed by such
      Obligor to the Lockbox or by wire transfer to the Lockbox Account. The Borrower
      shall (i) cause all checks/items constituting Collections in the Lockbox, once
      becoming collected funds, to be credited to the Lockbox Account within one
      Business Day of such checks/items being collected, and (ii) cause the
      Lockbox Bank to remit all Collections on deposit in the Lockbox Account to
      the
      Collection Account no less frequently than every second Business
      Day.

     

    (n) The
      Borrower shall deliver or cause to be delivered to the Custodian at least three
      (3) Business Days prior to each Borrowing Date each item listed in the
      definition of Specified Document File with respect to the Receivables being
      Pledged hereunder on such Borrowing Date.

     

    (o) The
      Borrower shall deliver to the Agent on each Purchase Date a copy of the
      Assignment delivered to it on such Purchase Date.

     

    (p) The
      Borrower shall promptly notify the Agent of the occurrence of any Servicer
      Default, Event of Default or Early Amortization Event.

     

    (q) The
      Borrower shall, at its expense, cooperate and take all actions reasonably
      requested by the Agent in connection with obtaining a shadow rating with respect
      to the financing facility provided for hereunder, including, without limitation
      providing to each of the Rating Agencies all information requested by such
      Rating Agencies.

     

    ARTICLE
      VI.


     

    MAINTENANCE
      OF SERVICING

     

    SECTION
      6.01 Maintenance
      of Servicing.

     

    (a) The
      Borrower covenants to cause the servicing of the Receivables to be maintained
      in
      accordance with the Servicing Guidelines. 

     

    (b) The
      Borrower (i) shall provide a copy of each Servicing Agreement to the Agent
      (as
      well as, if requested by the Agent, a copy of each Collection Servicing
      Agreement); and (ii) has, pursuant to this Agreement, granted to the Agent
      a
      security interest in all right, title and interest of the Borrower with respect
      to the Receivables in, to and under, and the benefits of, each Servicing
      Agreement and Collection Servicing Agreement.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

       

    

    (c) The
      Borrower shall cause to be diligently taken all reasonable steps, actions and
      proceedings necessary for the enforcement of all terms, covenants and conditions
      of all Receivables and agreements in connection therewith, including the prompt
      payment of all principal and interest payments and all other amounts due
      thereunder. The Borrower shall not consent, or agree to or permit any amendment
      or modification of any Receivable or agreement in connection therewith which
      will in any manner materially adversely affect the rights or security of the
      Agent under the Transaction Documents. Nothing in this Agreement shall be
      construed to (a) prevent the Borrower from permitting an Obligor to settle
      a
      default or cure a delinquency on any Receivable, (b) prevent the Borrower from
      entering into a forbearance agreement consistent with industry practice, (c)
      prevent the Borrower from waiving the initial late payment charge for any
      Obligor, or (d) applying any credit to the balance of a Receivable if an amount
      equal to the credit is deposited into the Collection Account by or at the
      direction of the Borrower as a payment of such Receivable.

     

    (d) The
      Borrower will cause all Collections obtained or received by any Servicer or
      Collection Servicer to (i) not be commingled with general operating funds of
      the
      applicable Servicer or Collection Servicer, and (ii) be promptly deposited
      into
      either the Lockbox Account or the Collection Account in accordance with the
      applicable Servicing Agreement or Collection Servicing Agreement, and in any
      case in accordance with any specific delivery requirements contained therein,
      if
      applicable.

     

    SECTION
      6.02 Enforcement
      of the Servicing Agreements.
      Regardless of whether the Borrower is otherwise in default under this Agreement,
      the Borrower shall comply with the following:

     

    (a) It
      will
      diligently enforce and take all reasonable steps, actions and proceedings
      necessary for the enforcement of all terms, covenants and conditions of the
      applicable Servicing Agreement or Collection Servicing Agreement, including
      the
      prompt payment of all amounts due the Borrower thereunder, including without
      limitation all principal and interest payments, and cause the Servicer to
      specify whether payments received by it represent principal or
      interest;

     

    (b) not
      permit the release of the obligations of any Servicer relating to Receivables
      under any Servicing Agreement except in conjunction with amendments or
      modifications permitted by (g) below;

     

    (c) at
      all
      times, to the extent permitted by law, cause to be defended, enforced, preserved
      and protected the rights and privileges of the Agent under or with respect
      to
      each Servicing Agreement;

     

    (d) at
      its
      own expense, the Borrower shall duly and punctually perform and observe each
      of
      its obligations to each Servicer or Collection Servicer and under each Servicing
      Agreement or Collection Servicing Agreement, as the case may be, in accordance
      with the terms thereof;

     

    (e) the
      Borrower agrees to give the Agent prompt written notice of each Servicer
      Default;

     

    
      
        
        

      

      
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    (f) the
      Borrower shall not waive any Servicer Default under any Servicing Agreement,
      without the written consent of the Agent;

     

    (g) the
      Borrower shall not consent or agree to or permit any amendment or modification
      of any Servicing Agreement or Collection Servicing Agreement which will in
      any
      manner adversely affect the rights or security of the Agent without the Agent’s
      consent; and

     

    (h) the
      Borrower shall not allow a Servicer or Collection Servicer to assign or delegate
      any of its duties under any Servicing Agreement or Collection Servicing
      Agreement unless it is explicitly permitted in the related Servicing Agreement
      or Collection Servicing Agreement (with liability retained by the applicable
      assigning Servicer or Collection Servicer) or such assignment or delegation
      has
      been consented to by the Agent in writing.

     

    SECTION
      6.03 Reserved.

     

    SECTION
      6.04 Reserved.

     

    SECTION
      6.05 Reserved.

     

    SECTION
      6.06 Reserved.

     

    SECTION
      6.07 Reserved.

     

    SECTION
      6.08 Reserved.

     

    SECTION
      6.09 No
      General Rights of Withdrawal.
      Until
      the Collection Date, the Borrower shall have no general rights of direction
      or
      withdrawal, with respect to amounts held in the Collection Account, the Reserve
      Account or the Lockbox Account, except with respect to funds not related to
      any
      Pledged Assets, and except in respect of transfers or withdrawals specifically
      authorized for the Borrower under a Loan Document.

     

    SECTION
      6.10 Permitted
      Investments.
      The
      Borrower shall, pursuant to written instruction, direct the Account Bank (and
      if
      the Borrower fails to do so, the Agent may, pursuant to written instruction,
      direct the Account Bank) to invest, or cause the investment of, funds on deposit
      in the Collection Account or in the Reserve Account in Permitted Investments,
      from the Closing Date until the Collection Date. Absent any such written
      instruction, the Account Bank may invest, or cause the investment of, such
      funds
      in Permitted Investments described in clause (v) of the definition thereof.
      A Permitted Investment acquired with funds deposited in the Collection Account
      shall mature not later than the Business Day immediately preceding any
      Remittance Date, and shall not be sold or disposed of prior to its maturity.
      All
      such Permitted Investments shall be registered in the name of the Securities
      Intermediary (as defined in the Securities Account Agreement) or its nominee
      for
      the benefit of the Lender, and otherwise comply with assumptions of the legal
      opinion of Baker & McKenzie dated concurrently with this Agreement or the
      initial Borrowing Date, delivered in connection with this Agreement. All income
      and gain realized from any such investment, as well as any interest earned
      on
      deposits in the Collection Account or the Reserve Account, shall be distributed
      in accordance with the provisions of Article
      II
      hereof.
      The Borrower shall deposit in the Collection Account or the Reserve Account,
      as
      the case may be (with respect to investments made hereunder of funds held
      therein), an amount equal to the amount of any actual loss incurred, in respect
      of any such investment, immediately upon realization of such loss. None of
      the
      Account Bank or the Agent shall be liable for the amount of any loss incurred,
      in respect of any investment, or lack of investment, of funds held in any
      Account.

     

    
      
        
        

      

      
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    SECTION
      6.11 Reserved.

     

    SECTION
      6.12 Reports
      to the Agent; Account Statements; Servicing Information.
      (a)  The Borrower will deliver to the Agent, (i) on the Early
      Amortization Commencement Date, a report identifying the Pledged Receivables
      (and any information with respect thereto requested by the Agent) on the day
      immediately preceding the Early Amortization Commencement Date, and
      (ii) upon the Agent’s reasonable request and upon reasonable notice, on any
      other Business Day, a report identifying the Pledged Receivables (and any
      information with respect thereto, reasonably requested by the Agent) as of
      such
      day.

     

    (b) At
      least
      four (4) Business Days prior to each Remittance Date, the Borrower shall prepare
      and deliver, or have delivered to the Agent for the Lender, (i) a Monthly
      Remittance Report and any other information reasonably requested by the Agent,
      relating to all Pledged Receivables (including, if requested, a Computer Tape
      or
      Listing), all information in the Monthly Remittance Report and all other such
      information to be accurate as of the last day of the immediately preceding
      Remittance Period, and (ii) in an electronic format mutually acceptable to
      the Borrower and the Agent, all information reasonably requested by the Agent
      relating to all Pledged Receivables. If any Monthly Remittance Report indicates
      the existence of a Borrowing Base Deficiency, the Borrower shall, on the date
      of
      delivery of such Monthly Remittance Report, prepay to the Agent, for the account
      of the Lender, a portion of the Loans as is necessary to cure such Borrowing
      Base Deficiency (or otherwise cure such Borrowing Base Deficiency).

     

    (c) By
      no
      later than 1:00 P.M. (New York City time) on the second Business Day immediately
      preceding a Borrowing, the Borrower shall also prepare and deliver to the Agent
      for the Lender a Borrowing Base Certificate containing information accurate
      as
      of the date of delivery of such Borrowing Base Certificate (it being understood
      that any Borrowing secured by New PrePrime Receivables after the Amendment
      No. 2
      Closing Date, shall require the delivery of a Borrowing Base Certificate in
      a
      revised form reasonably acceptable to the Agent that reflects any necessary
      revisions from the form attached to the Existing RLSA, associated with the
      inclusion of such New PrePrime Receivables). If any Borrowing Base Certificate
      indicates the existence of a Borrowing Base Deficiency, the Borrower shall
      on
      the date of delivery of such Borrowing Base Certificate prepay to the Agent,
      for
      the account of the Lender, a portion of the Loans as is necessary to cure such
      Borrowing Base Deficiency (or otherwise cure such Borrowing Base Deficiency).
      

     

    (d) On
      the
      Business Day immediately preceding the last day of each Fixed Period, the
      Borrower shall prepare and deliver, or have delivered to the Agent for the
      Lender, a Commercial Paper Remittance Report containing information accurate
      as
      of the date of delivery of such Commercial Paper Remittance Report.

     

    (e) At
      least
      four (4) Business Days prior to each Remittance Date (each such day, a
“Backup
      Servicer Delivery Date”),
      the
      Borrower shall prepare and deliver, or have delivered, to the Backup Servicer
      (i) a Monthly Remittance Report in respect of the immediately-preceding
      Remittance Period and (ii) a computer tape or a diskette or any other
      electronic transmission in a format acceptable to the Backup Servicer containing
      the information with respect to the Pledged Receivables during such Remittance
      Period which was necessary for preparation of such Monthly Remittance
      Report.

     

    
      
        
        

      

      
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    (f) The
      Borrower shall deliver to the Agent all reports it receives pursuant to the
      Transfer and Contribution Agreement within one Business Day of the receipt
      thereof.

     

    (g) If
      and to
      the extent requested by the Agent, the Borrower shall promptly deliver to the
      Agent a copy of any written report, statement, notice or other written
      information delivered to the Borrower by the Servicer or Collection Servicer,
      as
      applicable, pursuant to the applicable Servicing Agreement or Collection
      Servicing Agreement.

     

    SECTION
      6.13 Statements
      as to Compliance; Financial Statements.
      

     

    (a) 
      The Borrower shall deliver to the Agent, the Backup Servicer, and the Lender
      on
      or before January 15 of each year, beginning with January 15, 2008, an Officers’
Certificate stating, as to each signatory thereof, that (x) a review of the
      activities of the Borrower during the preceding calendar year and of its
      performance under this Agreement has been made under such officer’s supervision,
      and (y) to the best of such officers’ knowledge, based on such review, the
      Borrower has fulfilled all of its obligations under this Agreement throughout
      such calendar year (or portion thereof, as the case may be) or, if there has
      been a default in the fulfillment of any such obligation, specifying each such
      default known to such officers and the nature and status thereof and the action
      being taken to cure such default.

     

    (b) As
      soon
      as available and no later than thirty (30) days after the end of each calendar
      quarter in each fiscal year of the Borrower, the Borrower shall deliver to
      the
      Lender, the Backup Servicer and the Agent two copies of:

     

    (i) a
      balance
      sheet of the Borrower as of the end of such calendar quarter, setting forth
      in
      comparative form the corresponding figures for the most recent year-end for
      which a comparable balance sheet has been prepared, which balance sheet shall
      be
      prepared and presented in accordance with, and provide all necessary disclosure
      required by, GAAP and shall be accompanied by a certificate signed by the
      financial vice president, treasurer, chief financial officer or controller
      of
      the Borrower that such balance sheet presents fairly the financial condition
      of
      Borrower and has been prepared in accordance with GAAP consistently applied;
      and

     

    (ii) statements
      of income, stockholders’ equity and cash flow of the Borrower for such calendar
      quarter, setting forth in comparative form the corresponding figures for the
      comparable period one year prior thereto (subject to normal year-end
      adjustments), which such statements shall be prepared and presented in
      accordance with, and provide all necessary disclosure required by, GAAP and
      shall be accompanied by a certificate signed by the financial vice president,
      treasurer, chief financial officer or controller of the Borrower stating that
      such financial statements present fairly the financial condition and results
      of
      operations of the Borrower and have been prepared in accordance with GAAP
      consistently applied.

     

    
      
        
        

      

      
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    (c) As
      soon
      as available and no later than ninety (90) days after the end of each fiscal
      year of the Borrower, the Borrower shall deliver to the Backup Servicer, the
      Lender and the Agent two copies of:

     

    (i) a
      balance
      sheet of the Borrower as of the end of the fiscal year, setting forth in
      comparative form the figures for the previous fiscal year and accompanied by
      an
      opinion of a firm of independent certified public accountants of nationally
      recognized standing acceptable to the Agent stating that such balance sheet
      presents fairly the financial condition of the Borrower and has been prepared
      in
      accordance with GAAP consistently applied (except for changes in application
      in
      which such accountants concur); and

     

    (ii) statements
      of income, stockholders’ equity and cash flow of the Borrower for such fiscal
      year, setting forth in comparative form the figures for the previous fiscal
      year
      and accompanied by an opinion of a firm of independent certified public
      accountants of nationally recognized standing acceptable to the Agent stating
      that such financial statements present fairly the financial condition of the
      Borrower and have been prepared in accordance with GAAP consistently applied
      (except for changes in application in which such accountants concur).


     

    (d) Except
      as
      otherwise set forth herein, the Backup Servicer shall have no duty to review
      any
      of the information set forth in the financial statements referred to
      above.

     

    SECTION
      6.14 Access
      to Certain Documentation.
      The
      Lender or the Agent (and their respective agents or professional advisors)
      shall
      at the expense of the Borrower (with such expenses not to exceed $30,000 in
      any
      single calendar year, so long as an Early Amortization Event shall not have
      occurred and be continuing), have the right under this Agreement, up to four
      (4)
      times during each calendar year (or more frequently if an Early Amortization
      Event shall have occurred and be continuing), upon reasonable prior notice
      to
      the Borrower, to examine and audit, during business hours or at such other
      times
      as might be reasonable under applicable circumstances, any and all of the books,
      records or other information of the Borrower, or held by the Servicer on the
      Borrower’s behalf (to the extent such right of access for the Agent is so
      provided in the applicable Servicing Agreement, including the Backup Servicing
      Agreement or other successor Servicing Agreement, if ever applicable),
      concerning this Agreement. The Lender and the Agent (and their respective agents
      and professional advisors) shall treat as confidential any information obtained
      during the aforementioned examinations which is not already publicly known
      or
      available; provided,
      however,
      that
      the Lender or the Agent may disclose such information if required to do so
      by
      law or by any regulatory authority. The Backup Servicer agrees that, in
      connection with its appointment as a successor Servicer under a Backup Servicing
      Agreement, such access to the Agent shall be provided two (2) times per calendar
      year upon five (5) Business Days’ prior written notice.

     

    
      
        
        

      

      
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    SECTION
      6.15 Servicer
      Default; Replacement of Servicer, Backup Servicer Duties.
      

     

    (a) If
      a
      Servicer Default shall occur and be continuing, and shall have continued
      unremedied beyond any applicable grace or cure period in the Servicing
      Agreement, or the Servicer shall have resigned from and in connection therewith
      ceased to perform its obligations under the applicable Servicing Agreement
      (the
      first date that any such state of affairs exists, being the “Replacement
      Trigger Date”),
      then
      the Borrower shall if directed by the Agent (and if the Borrower fails to comply
      with such direction, the Agent may take such action on its own, to the extent
      consistent with the Servicing Agreement), (i) procure a replacement Servicer
      acceptable to the Agent, pursuant to a related Servicing Agreement acceptable
      to
      the Agent, and (ii) in connection therewith, exercise its rights of termination
      of the Servicing Agreement with the defaulting Servicer and effect a transfer
      of
      substantially equivalent servicing functions to such replacement Servicer (the
      accomplishment of the actions described in clauses (i) and (ii) above being
      a
“Replacement”).
      The
      Agent agrees that the Backup Servicer, if proposed by the Borrower for such
      purpose, is an acceptable replacement Servicer for purposes of a Replacement.
      In
      the event that such Replacement has not been accomplished within forty five
      (45)
      days of the Replacement Trigger Date (or such longer period as may be mutually
      agreed between the Borrower and the Agent at the time), then the Agent may,
      by
      written notice to the Servicer, the Borrower and the Backup Servicer, terminate
      all of the rights and obligations of the defaulting Servicer under the related
      Servicing Agreement (if such action has not previously been taken) and procure
      and appoint, with or without the Borrower’s consent, the Backup Servicer to
      replace such defaulting Servicer and to perform such Receivable and Contract
      servicing functions as the Agent and the Backup Servicer may mutually agree
      in
      writing (and the Backup Servicer hereby agrees, in consideration of the Standby
      Backup Servicer’s Fees paid to it under this Agreement, its receipt of
      Transition Costs upon entering in the related Backup Servicing Agreement
      described below, and its prospective receipt of the Active Backup Servicer’s
      Fees, to accept such appointment). Notwithstanding the foregoing, the Backup
      Servicer will not be obligated to perform any servicing functions or accept
      such
      appointment until (A) a written agreement has been entered into by the Backup
      Servicer with the Agent (and the Borrower, if the Borrower is consenting to
      the
      Backup Servicer as replacement Servicer) in connection with such appointment
      (any, a “Backup
      Servicing Agreement”),
      and
      (B) the Backup Servicer shall have been paid (or shall have agreed to an
      arrangement satisfactory in its sole discretion for the payment of), related
      Transition Costs owing to it. The Backup Servicer agrees to negotiate reasonably
      and in good faith to enter into a Backup Servicing Agreement necessary to
      accomplish the foregoing purposes, agrees to use its reasonable efforts to
      so
      negotiate and enter into such an agreement within ten (10) Business Days of
      the
      initial written notification to it that the Agent (and the Borrower, if
      applicable) desires the Backup Servicer to become a successor Servicer
      hereunder, and further agrees that such Backup Servicing Agreement is to provide
      for servicing undertakings to be performed to a standard no less stringent
      that
      the Backup Servicing Agreement Servicing Standard; provided,
      however,
      nothing
      stated herein obligates the Backup Servicer to enter into a Backup Servicing
      Agreement if the Backup Servicer cannot reach agreement on the terms and
      conditions of such agreement despite such reasonable efforts. Such Backup
      Servicing Agreement shall thereupon be considered, for purposes of this
      Agreement, a “Servicing Agreement” in connection with the Backup Servicer’s
      appointment, notwithstanding whether the Borrower consents to such agreement
      or
      appointment or becomes a signatory thereto. Upon its appointment, the Backup
      Servicer is hereby authorized and empowered to execute and deliver, on behalf
      of
      the Borrower, as attorney-in-fact or otherwise, any and all documents and other
      instruments, and to do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination or to service
      the Receivables under this Agreement and the Backup Servicing Agreement, as
      applicable. The Borrower agrees to cooperate with the Agent and the Backup
      Servicer in effecting the termination of the defaulting Servicer’s
      responsibilities and rights under the Servicing Agreement, including, without
      limitation, providing or causing the Servicer to provide the Backup Servicer
      with all records, in electronic or other form, reasonably requested by it to
      enable the Backup Servicer to assume the servicing functions hereunder and
      the
      transfer to the Backup Servicer for administration by it of all cash amounts
      which at the time should be or should have been deposited by the Servicer in
      the
      Lockbox Account or the Collection Account or thereafter be received by the
      Servicer with respect to the Pledged Receivables. Neither the Agent nor the
      Backup Servicer shall be deemed to have breached any obligation hereunder as
      a
      result of a failure to make or delay in making any distribution as and when
      required hereunder caused by the failure of the Servicer being replaced to
      remit
      any amounts received by it or to deliver any documents held by it with respect
      to the Pledged Assets.

     

    
      
        
        

      

      
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    (b) The
      Active Backup Servicer’s Fees (and Transition Costs, if not otherwise previously
      paid as described in Section
      6.15(a)),
      shall
      be paid out of Collections as set forth in Section 2.05(c)
      on and
      after the date, if any, that the Backup Servicer assumes the responsibilities
      of
      the Servicer pursuant to this Section. The Standby Backup Servicer’s Fees and
      Transition Costs shall be paid out of Collections as set forth in Section 2.05(c)
      prior to
      the date, if any, that the Backup Servicer assumes the responsibilities of
      the
      Servicer pursuant to this Section. 

     

    (c) On
      and
      after the time the Servicer receives a notice of termination in connection
      with
      the appointment of the Backup Servicer as referred to in Section 6.15(a),
      and
      subject to any preconditions set forth in Section
      6.15(a)
      to the
      Backup Servicer’s assuming such role, the Backup Servicer shall be (and the
      Backup Servicer hereby agrees to be), in accordance with and subject to the
      Backup Servicing Agreement, the successor in all respects to the Servicer in
      its
      capacity as Servicer for the Pledged Receivables and the transactions set forth
      or provided for herein and shall have all the rights and powers and be subject
      thereafter to all the responsibilities, duties and liabilities relating thereto
      placed upon it pursuant to the Backup Servicing Agreement entered into in
      connection with its appointment; provided,
      however,
      that
      any failure to perform such duties or responsibilities caused by the failure
      of
      the Servicer being replaced to provide information required by this Section 6.15
      shall
      not be considered a default by the Backup Servicer hereunder; provided,
      further,
      however,
      that
      the Backup Servicer, as successor Servicer, shall have (i) no liability
      with respect to any obligation which was required to be performed by the
      terminated Servicer prior to the date that the Backup Servicer becomes the
      successor to the Servicer or any claim of a third party based on any alleged
      action or inaction of the terminated Servicer, (ii) no obligation to
      perform any repurchase or advancing obligations, if any, of the Servicer,
      (iii) no obligation to pay any taxes required to be paid by the Servicer
      (provided that the Backup Servicer shall pay any income taxes for which it
      is
      liable), (iv) no obligation to pay any of the fees and expenses of any
      other party to the transactions contemplated hereby, and (v) no liability
      or obligation with respect to any Servicer indemnification obligations of any
      prior Servicer. The indemnification obligations of the Backup Servicer, upon
      becoming a successor Servicer, shall be expressly limited to those arising
      on
      account of its gross negligence or willful misconduct, or its failure to perform
      its undertakings in accordance with the Backup Servicing Agreement Servicing
      Standard. In addition, the Backup Servicer shall have no liability relating
      to
      any representations and warranties of any prior Servicer. 

     

    
      
        
        

      

      
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    The
      Backup Servicer as successor Servicer shall not be responsible for the value,
      validity, effectiveness, genuineness, enforceability, perfection or sufficiency
      of this Agreement or any of the Receivables except that the Backup Servicer
      as
      successor Servicer, at the request and expense of the Agent, shall file any
      continuation statements as may be required to maintain the perfection of the
      security interest granted herein.

    


    The
      Backup Servicer as successor Servicer is authorized to accept and rely on all
      accounting records (including computer records) and work product of the prior
      Servicer hereunder relating to the Receivables without any audit or other
      examination. Notwithstanding anything contained in this Agreement to the
      contrary, the Backup Servicer, as successor Servicer, is not responsible for
      the
      accounting, records (including computer records) and work of the prior Servicer
      relating to the Receivables (collectively, the “Predecessor
      Servicer Work Product”).
      If
      any error, inaccuracy, omission or incorrect or non-standard practice or
      procedure (collectively “Errors”)
      exist
      in any Predecessor Servicer Work Product and such Errors make it materially
      more
      difficult to service or should cause or materially contribute to the Backup
      Servicer as successor Servicer making or continuing any Errors (collectively,
      “Continued
      Errors”),
      the
      Backup Servicer as successor Servicer shall have no liability for such Continued
      Errors; provided,
      however,
      that
      that Backup Servicer as successor Servicer agrees to use its best efforts to
      prevent Continued Errors. In the event that the Backup Servicer as successor
      Servicer becomes aware of Errors or Continued Errors, it shall, with the prior
      consent of Agent, use its best efforts to reconstruct and reconcile such data
      as
      is commercially reasonable to correct such Errors and Continued Errors and
      to
      prevent future Continued Errors. The Backup Servicer as successor Servicer
      shall
      be entitled to recover its costs thereby expended.

     

    The
      Borrower agrees, to the extent of its rights to do so under the related
      Servicing Agreement, to cause the Servicer being replaced by the Backup Servicer
      (or other successor Servicer that may be appointed hereunder) to cooperate
      and
      use its best efforts in providing (at the Borrower’s expense, or at the expense
      of the Servicer being replaced if so provide for in the related Servicing
      Agreement) the Backup Servicer as successor Servicer with reasonable access
      (including at the premises of the Servicer being replaced) to such Servicer’s
      employees, and any and all of the books, records (in electronic or other form)
      or other information reasonably requested by the Backup Servicer to enable
      the
      Backup Servicer as successor Servicer to assume the servicing functions
      hereunder and to maintain a list of key servicing personnel and contact
      information. 

     

    If
      the
      Backup Servicer is prevented from fulfilling its obligations hereunder as a
      result of government actions, regulations, fires, strikes, accidents, acts
      of
      god or other causes beyond the control of either party, the Backup Servicer’s
      obligations shall be suspended for a reasonable time during which such
      conditions exist.

     

    Notwithstanding
      the above, the Agent may, if the Backup Servicer shall be unwilling to so act
      or
      shall fail to agree to a Backup Servicing Agreement acceptable to the Agent,
      or
      shall, if the Backup Servicer is unable to so act, or if the Lender so requests
      in writing to the Agent in such circumstance, appoint itself, or appoint any
      established servicing institution having a net worth of not less than
      $50,000,000, as the successor to the Servicer in the provision on behalf of
      the
      Borrower of such services as are necessary for the Borrower to comply with
      its
      Servicing Undertaking (and notwithstanding whether the Borrower consents or
      agrees to such appointment). In connection with such appointment and assumption,
      the Agent may make such arrangements for the compensation of such successor
      out
      of payments on Pledged Receivables as it and such successor shall agree;
provided,
      however,
      that,
      except as provided herein, no such compensation shall be in excess of that
      permitted the Servicer hereunder, unless (i) agreed to by the Lender and
      (ii) such compensation shall be on commercially competitive terms and
      rates. The Borrower, the Agent and such successor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession.

     

    
      
        
        

      

      
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    (d) Prior
      to
      each Remittance Date, provided that the Backup Servicer shall have received
      the
      information specified in Section 6.12(e) within the time specified therein,
      the Backup Servicer shall compare the information on the computer tape or
      diskette (or other means of electronic transmission acceptable to the Backup
      Servicer) most recently delivered to the Backup Servicer by the Borrower
      pursuant to Section 6.12(e)
      to the
      Monthly Remittance Report most recently delivered to the Backup Servicer by
      the
      Borrower pursuant to Section 6.12(e)
      and
      shall:

     

    (i) confirm
      that such Monthly Remittance Report is complete on its face;

     

    (ii) confirm
      the Remittance Date distributions to be made on the next Remittance Date
      pursuant to Section 2.05(c)
      hereof
      to the extent the Backup Servicer is able to do so given the information
      provided to it by the Borrower (it being hereby agreed that the Backup Servicer
      shall promptly notify the Borrower and the Agent if such information is
      insufficient and that the Borrower shall promptly provide to the Backup Servicer
      any additional information required by the Backup Servicer);

     

    (iii) confirm
      the following information on such Monthly Remittance Report: (i) Eligible
      Receivables Balance, (ii) the Prime First Delinquency Rate, (iii) the Prime
      Second Delinquency Rate, (iv) the Prime Annualized Default Rate,
      (v) the New PrePrime First Delinquency Rate, (vi) the New PrePrime Second
      Delinquency Rate, (vii) the New PrePrime Annualized Default Rate,
      (viii) the Old PrePrime First Delinquency Rate, (ix) the Old PrePrime
      Second Delinquency Rate, (xi) the Old PrePrime Annualized Default Rate and
      (xii) the Overconcentration Amount; and

     

    (iv) confirm
      such other information as the Backup Servicer and the Agent may
      agree.

     

    In
      the
      event of any discrepancy between the information set forth in subparagraphs
      (ii) or (iii) above as calculated by the Borrower and that determined
      or calculated by the Backup Servicer, the Backup Servicer shall promptly report
      such discrepancy to the Borrower and the Agent. In the event of a discrepancy
      as
      described in the preceding sentence, the Borrower and the Backup Servicer shall
      attempt to reconcile such discrepancy prior to the related Remittance Date,
      but
      in the absence of a reconciliation, distributions on the related Remittance
      Date
      shall be made consistent with the information calculated by the Borrower, the
      Borrower and the Backup Servicer shall attempt to reconcile such discrepancy
      prior to the next Remittance Date, and the Borrower shall promptly report to
      the
      Agent regarding the progress, if any, which shall have been made in reconciling
      such discrepancy. If the Backup Servicer and the Borrower are unable to
      reconcile such discrepancy with respect to such Monthly Remittance Report by
      the
      next Remittance Date that falls in April, July, October or January, the Borrower
      shall cause independent accountants acceptable to the Agent, at the Borrower’s
      expense, to examine such Monthly Remittance Report and attempt to reconcile
      such
      discrepancy at the earliest possible date (and the Borrower shall promptly
      provide the Agent with a report regarding such event). The effect, if any,
      of
      such reconciliation shall be reflected in the Monthly Remittance Report for
      the
      next succeeding Remittance Date.

     

    
      
        
        

      

      
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    Other
      than as specifically set forth in this Agreement, the Backup Servicer shall
      have
      no obligation to supervise, verify, monitor or administer the performance of
      the
      Borrower and shall have no liability for any action taken or omitted by the
      Borrower.

     

    The
      Backup Servicer may allow a subservicer to perform any and all of its duties
      and
      responsibilities hereunder, including but not limited to its duties as successor
      Servicer hereunder, should the Backup Servicer become the successor Servicer
      pursuant to the terms of this Agreement; provided,
      however,
      that
      the Backup Servicer shall remain liable for the performance of all of its duties
      and obligations hereunder to the same extent as if no such subservicing had
      occurred.

     

    The
      Backup Servicer shall not be liable for any errors contained in any computer
      tape, certificate or other data or document delivered to the Backup Servicer
      hereunder or on which the Backup Servicer must rely in order to perform its
      obligations hereunder. In no event shall the Backup Servicer, either in its
      capacity as Backup Servicer or as successor Servicer, be liable for special,
      indirect, consequential or incidental damages. Furthermore, the Backup Servicer
      undertakes to perform only such duties and obligations as are specifically
      set
      forth in this Agreement, it being understood by all parties hereto that there
      are no implied duties or obligations of the Backup Servicer hereunder (but
      the
      foregoing sentence shall not be read in limitation of any undertakings and
      obligations expressly agreed to by the Backup Servicer in a Backup Servicing
      Agreement).

     

    SECTION
      6.16 Additional
      Remedies of Agent Upon Event of Default.
      During
      the continuance of any Event of Default, the Agent, in addition to the rights
      specified in Section 7.01,
      shall
      have the right, in its own name and as agent for the Lender, to take all actions
      now or hereafter existing at law, in equity or by statute to enforce its rights
      and remedies and to protect the interests, and enforce the rights and remedies,
      of the Lender (including the institution and prosecution of all judicial,
      administrative and other proceedings and the filings of proofs of claim and
      debt
      in connection therewith). Except as otherwise expressly provided in this
      Agreement, no remedy provided for by this Agreement shall be exclusive of any
      other remedy, each and every remedy shall be cumulative and in addition to
      any
      other remedy, and no delay or omission to exercise any right or remedy shall
      impair any such right or remedy or shall be deemed to be a waiver of any Event
      of Default.

     

    SECTION
      6.17 Waiver
      of Defaults.
      

     

    (a) Upon
      consent of the Lender, the Agent may waive any default by the Borrower in the
      performance of its obligations hereunder and its consequences. Upon any such
      waiver of a past default, such default shall cease to exist, and any Event
      of
      Default arising therefrom shall be deemed remedied for every purpose of this
      Agreement. No such waiver shall be effective unless it shall be in writing
      and
      signed by the Agent on the Lender’s behalf and no such waiver shall extend to
      any subsequent or other default or impair any right consequent thereon except
      to
      the extent expressly so waived.

     

    
      
        
        

      

      
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    (b) Notwithstanding
      anything contained herein to the contrary, the Agent agrees (and the Lender
      consents) to forbear from taking any remedial or other action permitted for
      Agent or Lender hereunder in respect of any Events of Default that shall have
      or
      may have occurred pursuant to non-compliance with any of Sections
      7.01(k) and (m)
      unless
      (i) such non-compliance shall have occurred, exist or be continuing as of
      November 1, 2008 or any date thereafter, or (ii) any other Early Amortization
      Event shall have occurred; provided,
      however,
      nothing
      contained in the foregoing shall be construed as a waiver or forbearance of
      any
      conditions to a Borrowing pursuant to Section
      3.02(c).

     

    SECTION
      6.18 Reserved.
      

     

    SECTION
      6.19 Reserved.

     

    SECTION
      6.20 UCC
      Matters; Protection and Perfection of Pledged Assets.
      The
      Borrower will not make any change to its corporate name or use any tradenames,
      fictitious names, assumed names, “doing business as” names or other names (other
      than those listed on Schedule
      II
      hereto,
      as such schedule may be revised from time to time to reflect name changes and
      name usage permitted under the terms of this Section 6.20
      after
      compliance with all terms and conditions of this Section 6.20
      related
      thereto) unless, prior to the effective date of any such name change or use,
      the
      Borrower notifies the Agent of such change in writing and the Agent is hereby
      authorized to file such financing statements as the Agent may determine to
      reflect such name change or use, together with such other documents and
      instruments as the Agent may determine in connection therewith. The Borrower
      will not change its jurisdiction of formation, the location of its chief
      executive office or the location of its records regarding the Pledged
      Receivables unless, at least 30 days prior to the effective date of any such
      change, the Borrower notifies the Agent of such change in writing and the Agent
      is hereby authorized to file such financing statements as the Agent may
      determine to reflect such change, and the Borrower agrees if requested by the
      Agent to cause to be delivered to the Agent such Opinions of Counsel, documents
      and instruments as the Agent may request in connection therewith. The Borrower
      agrees that from time to time, at its expense, it will promptly execute and
      deliver all further instruments and documents, and take all further action
      that
      the Agent may reasonably request in order to perfect, protect or more fully
      evidence the Lender’s interest in the Pledged Assets acquired hereunder, or to
      enable the Lender or the Agent to exercise or enforce any of their respective
      rights hereunder. Without limiting the generality of the foregoing, (i) the
      Borrower hereby authorizes the Agent to execute and file such financing or
      continuation statements, or amendments thereto or assignments thereof, and
      such
      other instruments or notices, as may be necessary or appropriate or as the
      Agent
      may determine in order to perfect and protect its interests, and (ii) the
      Borrower will, upon the request of the Agent, mark its master data processing
      records evidencing such Pledged Receivables with a legend acceptable to the
      Agent, evidencing that the Lender has acquired an interest therein as provided
      in this Agreement. The Borrower hereby authorizes the Agent to file one or
      more
      financing or continuation statements, and amendments thereto and assignments
      thereof, relative to all or any of the Pledged Receivables and the Other
      Conveyed Property and the Related Security related thereto and the proceeds
      of
      the foregoing now existing or hereafter arising, without the signature of the
      Borrower where permitted by law. A carbon, photographic or other reproduction
      of
      this Agreement or any financing statement covering the Pledged Receivables,
      or
      any part thereof, shall be sufficient as a financing statement. The Borrower
      shall, upon the request of the Agent at any time after the occurrence of an
      Event of Default and at the Borrower’s expense, notify the Obligors obligated to
      pay any Pledged Receivables, or any of them, of the security interest of the
      Lender in the Pledged Assets. If the Borrower fails to perform any of its
      agreements or obligations under this Section 6.20,
      the
      Agent may (but shall not be required to) itself perform, or cause performance
      of, such agreement or obligation, and the expenses of the Agent incurred in
      connection therewith shall be payable by the Borrower upon the Agent’s demand
      therefor. For purposes of enabling the Agent to exercise its rights described
      in
      the preceding sentence and elsewhere in this Article
      VI,
      the
      Borrower and the Lender hereby authorize each of the Agent and its successors
      and assigns to take any and all steps in the Borrower’s name and on behalf of
      the Borrower and the Lender necessary or desirable, in the determination of
      the
      Agent, to collect all amounts due under any and all Pledged Receivables,
      including, without limitation, endorsing the Borrower’s name on checks and other
      instruments representing Collections and enforcing such Pledged Receivables
      and
      the related Contracts.

     

    
      
        
        

      

      
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    SECTION
      6.21 Reserved.
      

     

    SECTION
      6.22 Procurement
      of Qualifying Interest Rate Hedges.
      The
      Borrower agrees, if the Hedging Condition shall exist and if requested by the
      Agent, and in any case in consultation with the Agent, to procure and maintain
      in effect, for so long as such Hedging Condition shall continue to exist,
      Qualifying Interest Rate Hedges in respect of the Pledged
      Receivables.

     

    SECTION
      6.23 Compliance
      with Applicable Law.
      The
      Borrower shall at all times comply with all requirements of applicable federal,
      state and local laws, and regulations thereunder (including, without limitation,
      usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity
      Act,
      the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
      Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
      Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Soldiers’
and Sailors’ Civil Relief Act of 1940 and state adaptations of the National
      Consumer Act and of the Uniform Consumer Credit Code and all other consumer
      credit laws and equal credit opportunity and disclosure laws) in the conduct
      of
      its business.

     

    SECTION
      6.24 Stamping
      of Promissory Notes Evidencing Receivables.
      Any
      Pledged Receivable for which the Borrower shall not have itself, or shall not
      have caused the Custodian to, stamp or affix by allonge, sticker or other
      comparable method to the promissory notes constituting part of the Contracts
      evidencing the Pledged Receivables, which marking shall state to the effect
      that
      the promissory note is subject to a security interest in favor of DZ Bank as
      Agent as the sole lienholder, within 10 days of the first day of inclusion
      of
      such Pledged Receivable in the calculation of the Eligible Receivables Balance,
      shall no longer be deemed to be an Eligible Receivable and, therefore, shall
      no
      longer be included in the calculation of the Eligible Receivables Balance until
      such deficiency is cured (and provided that such Receivable is otherwise an
      Eligible Receivable at such time of cure).

     

    
      
        
        

      

      
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    ARTICLE
      VII.

     

    EVENTS
      OF DEFAULT

     

    SECTION
      7.01 Events
      of Default.
      If any
      of the following events (“Events
      of Default”)
      shall
      occur:

     

    (a) the
      occurrence of any Bankruptcy Event with respect to the Borrower or EEF;
      or

     

    (b) any
      representation or warranty made or deemed to be made by the Borrower or EEF
      (or
      any of their respective officers) under or in connection with this Agreement,
      any remittance report or other information or report delivered pursuant hereto
      or any other Transaction Document to which it is a party shall prove to have
      been false or incorrect in any material respect when made (including, without
      limitation, any representation or warranty made or deemed to be made by EEF
      (or
      any of its officers or agents) under or in connection with the Transfer and
      Contribution Agreement), and such breach (other than those of a nature
      remediable by repurchase as described in the first proviso below) if susceptible
      of cure remains uncured for thirty (30) days; provided,
      however,
      that if
      any breach described above is remedied by the repurchase of Receivables pursuant
      to and in accordance with Article
      VI
      of the
      Transfer and Contribution Agreement, such remedy when exercised shall cause
      such
      breach to not constitute the basis for an Event of Default, and provided further,
      a
      breach of a representation contained in Section 4.01(a) may be remedied by
      the
      repayment, within three (3) Business Days of the discovery of such breach,
      of
      the principal of and accrued interest on the Loan secured by the Receivable
      with
      respect to which such breach occurred, which remedy if timely so exercised
      shall
      cause such breach to not constitute the basis for an Event of Default;
      or

     

    (c) (i) the
      Borrower or EEF shall fail to perform or observe any term, covenant or agreement
      hereunder (and such noncompliance is not otherwise described as an Event of
      Default under a different clause within this Section
      7.01)
      or
      under any other Transaction Document to which it is a party in any material
      respect and such failure remains unremedied for thirty (30) days or
      (ii) the Borrower of EFF shall fail to make any payment or deposit to be
      made by it when due hereunder or under any other Transaction Document to which
      it is a party; or

     

    (d) the
      Borrower or EEF shall fail to pay any principal of or premium or interest on
      any
      Debt in an amount in excess of $50,000, when the same becomes due and payable
      (whether by scheduled maturity, required prepayment, acceleration, demand or
      otherwise); or any other default under any agreement or instrument relating
      to
      any Debt of the Borrower or EEF or any other event, shall occur if the effect
      of
      such default or event is to accelerate, or to permit the acceleration of, the
      maturity of such Debt; or any such Debt shall be declared to be due and payable
      or required to be prepaid (other than by a regularly scheduled required
      prepayment) prior to the stated maturity thereof; or

     

    (e) [intentionally
      omitted]; or

     

    
      
        
        

      

      
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    (f) (i) the
      Lender shall at any time fail to have a valid, perfected, first priority
      security interest in any of the Pledged Assets or (ii) any purchase by the
      Borrower of a Receivable and the Collections and Other Conveyed Property under
      the Transfer and Contribution Agreement shall, for any reason, cease to create
      in favor of the Borrower a perfected ownership interest in such Receivable
      and
      the Collections and the Other Conveyed Property with respect thereto;
provided,
      however,
      that if
      an event described in the foregoing clause (i) or (ii) is cured by the
      repurchase of Receivables pursuant to Article
      VI
      of the
      Transfer and Contribution Agreement or by a repayment pursuant to Section 2.17
      hereof,
      such event shall cease to constitute an Event of Default; or

     

    (g) the
      Borrower or EEF shall have suffered any Material Adverse Change; or

     

    (h) EEF’s
      or
      the Borrower’s activities are terminated for any reason, including any
      termination thereof by a regulatory, tax or accounting body; or

     

    (i) a
      Change
      of Control occurs; or

     

    (j) any
      Transfer and Contribution Agreement shall cease to be in full force and effect;
      or

     

    (k) Parent
      shall fail to maintain Tangible Net Worth of at least $5,000,000;
      or

     

    (l) EEF
      shall
      fail to maintain Tangible Net Worth in an amount not less than the greater
      of
      (i) $5,000,000, and (ii) 15% of the Eligible Receivables Balance;
      or

     

    (m) Parent
      shall fail to maintain a Liquidity Ratio of at least 1.50; or

     

    (n) a
      Replacement Trigger Date shall have occurred and a Replacement shall not have
      been effected within forty-five (45) days of the applicable Replacement Trigger
      Date; or

     

    (o) (i) any
      Qualifying Interest Rate Hedge shall cease to be in full force and effect,
      provided that if the Borrower shall not be in any way responsible for such
      Qualifying Interest Rate Hedge ceasing to be in full force and effect, such
      event shall not be an Event of Default unless no replacement Qualifying Interest
      Rate Hedge shall have been entered into by the Borrower within fifteen (15)
      days, (ii) the occurrence of any default by the Borrower in the observance
      or performance of any of the terms or provisions of any Qualifying Interest
      Rate
      Hedge or (iii) any interest rate hedge agreement represented by the
      Borrower to be a Qualifying Interest Rate Hedge shall fail to be, or cease
      to
      be, a Qualifying Interest Rate Hedge, provided that if the Borrower shall not
      be
      in any way responsible for such Qualifying Interest Rate Hedge ceasing to be
      a
      Qualifying Interest Rate Hedge, such event shall not be an Event of Default
      unless no replacement Qualifying Interest Rate Hedge shall have been entered
      into by the Borrower within fifteen (15) days; or

     

    (p) Excess
      Spread is less than the Minimum Excess Spread for two consecutive Remittance
      Periods without cure; or

     

    (q) an
      Early
      Amortization Event described in clause (v) of the definition thereof, and an
      Early Amortization Event described in clause (vi) of the definition thereof,
      shall both have occurred and be continuing; or

     

    
      
        
        

      

      
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    (r) the
      Advance Percentage exceeds the Maximum Advance Percentage for three consecutive
      Business Days; 

     

    then
      the
      Agent may, by notice to the Borrower, declare the Early Amortization
      Commencement Date to have occurred; provided,
      that,
      in the case of any event described in Section 7.01(a)
      above,
      the Early Amortization Commencement Date shall be deemed to have occurred
      automatically upon the occurrence of such event. Upon any such declaration
      or
      automatic occurrence, (i) the Borrower shall cease purchasing Receivables
      from EEF under the Transfer and Contribution Agreement, (ii) the Lender
      shall cease issuing commercial paper notes to fund or maintain the Loans
      hereunder, (iii) the Liquidity/Credit Enhancement Facility shall be drawn
      upon by the Lender from time to time thereafter in order to retire the maturing
      commercial paper notes issued to fund or maintain the Loans hereunder (and
      the
      Loans hereunder maintained by the amounts so drawn under the Liquidity/Credit
      Enhancement Facility shall bear interest at the Default Funding Rate),
      (iv) at the option of the Lender in its sole discretion, the Lender may
      declare the Loans made to the Borrower hereunder and all Yield and all Fees
      accrued on such Loans and any other Obligations to be immediately due and
      payable (and the Borrower shall pay such Loans and all such amounts and
      Obligations immediately), (v) the Agent may exercise any control rights that
      it
      has under the Account Control Agreement and the Lockbox Account Control
      Agreement, to the extent not previously exercised, and (vi) at the option
      of the Lender in its sole discretion, the Agent, on behalf of the Lender, may
      direct the Obligors to make all payments under the Pledged Receivables directly
      to the Backup Servicer, the Agent, the Lender or any lockbox or account
      established by any of such parties. In addition, upon any such declaration
      or
      upon any such automatic occurrence, the Agent and the Lender shall have, in
      addition to all other rights and remedies under this Agreement or otherwise,
      all
      other rights and remedies provided under the UCC of the applicable jurisdiction
      and other applicable laws, which rights shall be cumulative. If any Event of
      Default shall have occurred, the Non-CP Rate and the CP Rate shall be increased
      to the Default Funding Rate, effective as of the date of the occurrence of
      such
      Event of Default, and shall remain at the Default Funding Rate.

     

    SECTION
      7.02 Additional
      Remedies of the Agent.
      (a)  If, upon the Lender’s declaration that the Loans made to the Borrower
      hereunder are immediately due and payable pursuant to Section 7.01
      or on
      the Facility Maturity Date, the aggregate outstanding principal amount of the
      Loans, all accrued Fees and Yield and any other Obligations are not immediately
      paid in full, then the Agent, in addition to all other rights specified
      hereunder, shall have the right, in its own name and as agent for the Lender,
      to
      immediately sell in a commercially reasonable manner, in a recognized market
      (if
      one exists) at such price or prices as the Agent may reasonably deem
      satisfactory, any or all Pledged Assets and apply the proceeds thereof to the
      Obligations.

     

    (b) The
      parties recognize that it may not be possible to sell all of the Pledged Assets
      on a particular Business Day, or in a transaction with the same purchaser,
      or in
      the same manner because the market for such Pledged Assets may not be liquid.
      Accordingly, the Agent may elect, in its sole discretion, the time and manner
      of
      liquidating any Pledged Assets, and nothing contained herein shall obligate
      the
      Agent to liquidate any Pledged Assets on the date the Lender declares the Loans
      made to the Borrower hereunder to be immediately due and payable pursuant to
      Section 7.01
      or to
      liquidate all Pledged Assets in the same manner or on the same Business
      Day.

     

    
      
        
        

      

      
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    (c) Any
      amounts received from any sale or liquidation of the Pledged Assets pursuant
      to
      this Section 7.02
      in
      excess of the Obligations will be returned to the Borrower, its successors
      or
      assigns, or to whosoever may be lawfully entitled to receive the same, or as
      a
      court of competent jurisdiction may otherwise direct.

     

    (d) The
      Agent
      and the Lenders shall have, in addition to all the rights and remedies provided
      herein and provided by applicable federal, state, foreign, and local laws
      (including, without limitation, the rights and remedies of a secured party
      under
      the Uniform Commercial Code of any applicable state, to the extent that the
      Uniform Commercial Code is applicable, and the right to offset any mutual debt
      and claim), all rights and remedies available to the lenders at law, in equity
      or under any other agreement between the Lender and the Borrower.

     

    (e) Except
      as
      otherwise expressly provided in this Agreement, no remedy provided for by this
      Agreement shall be exclusive of any other remedy, each and every remedy shall
      be
      cumulative and in addition to any other remedy, and no delay or omission to
      exercise any right or remedy shall impair any such right or remedy or shall
      be
      deemed to be a waiver of any Early Amortization Event or Event of
      Default.

     

    ARTICLE
      VIII.


     

    INDEMNIFICATION

     

    SECTION
      8.01 Indemnities
      by the Borrower.
      Without
      limiting any other rights which the Agent, the Lender, the Backup Servicer
      or
      any of their respective Affiliates may have hereunder or under applicable law,
      the Borrower hereby agrees to indemnify the Agent, the Lender, the Backup
      Servicer and each of their respective Affiliates (each, an “Indemnified
      Party”
for
      purposes of this Article
      VIII) from
      and against any and all damages, losses, claims, liabilities and related costs
      and expenses, including reasonable attorneys’ fees and disbursements (all of the
      foregoing being collectively referred to as “Indemnified
      Amounts”),
      awarded against or incurred by any of them arising out of or as a result of
      this
      Agreement or in respect of any Pledged Assets, excluding, however, Indemnified
      Amounts to the extent resulting from gross negligence or willful misconduct
      on
      the part of an Indemnified Party. Without limiting the foregoing, the Borrower
      shall indemnify each Indemnified Party for Indemnified Amounts relating to
      or
      resulting from any of the following (to the extent not resulting from gross
      negligence or willful misconduct on the part of an Indemnified Party or, in
      the
      case of the Lender, from the gross negligence or willful misconduct of the
      Agent):

     

    (i) any
      Pledged Receivable treated as or represented by the Borrower to be an Eligible
      Receivable which is not at the applicable time an Eligible
      Receivable;

     

    (ii) reliance
      on any representation or warranty made or deemed made by the Borrower, EEF
      or
      one of its Affiliates or any of their respective officers under or in connection
      with this Agreement, which shall have been false or incorrect in any material
      respect when made or deemed made or delivered;

     

    (iii) the
      failure by the Borrower or EEF to comply with any term, provision or covenant
      contained in this Agreement or any agreement executed in connection with this
      Agreement, or with any applicable law, rule or regulation with respect to any
      Pledged Assets, or the nonconformity of any Pledged Assets with any such
      applicable law, rule or regulation;

     

    
      
        
        

      

      
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    (iv) the
      failure to vest and maintain vested in the Agent, for the benefit of the Lender,
      or to transfer to the Agent, for the benefit of the Lender, a first priority,
      perfected security interest in the Receivables which are, or are purported
      to
      be, Pledged Receivables, together with all related Other Conveyed Property,
      Collections, Related Security and other Pledged Assets related thereto, free
      and
      clear of any Adverse Claim whether existing at the time of the related Borrowing
      or at any time thereafter;

     

    (v) the
      failure to maintain, as of the close of business on each Business Day prior
      to
      the Collection Date, an aggregate amount of Loans outstanding which is less
      than
      or equal to the lesser of (x) the Borrowing Limit on such Business Day and
      (y)
      the Capital Limit on such Business Day;

     

    (vi) the
      failure to file, or any delay in filing, financing statements or other similar
      instruments or documents under the UCC of any applicable jurisdiction or other
      applicable laws with respect to any Receivables which are, or are purported
      to
      be, Pledged Receivables or the other Pledged Assets related thereto, whether
      at
      the time of any Borrowing or at any subsequent time;

     

    (vii) any
      dispute, claim, offset or defense (other than the discharge in bankruptcy of
      an
      Obligor) to the payment of any Receivable which is, or is purported to be,
      a
      Pledged Receivable (including, without limitation, a defense based on such
      Receivable (or the Contract evidencing such Receivable) not being a legal,
      valid
      and binding obligation of such Obligor enforceable against it in accordance
      with
      its terms);

     

    (viii) any
      failure of the Borrower, including due to noncompliance by a Servicer, to
      perform its duties or obligations in accordance with the provisions of this
      Agreement;

     

    (ix) the
      failure to pay when due any taxes payable in connection with the Pledged
      Receivables or the Pledged Assets related thereto;

     

    (x) any
      repayment by the Agent or the Lender of any amount previously distributed in
      payment of Loans or payment of Yield or Fees or any other amount due hereunder,
      in each case which amount the Agent or the Lender believes in good faith is
      required to be repaid;

     

    (xi) the
      commingling of Collections of Pledged Receivables at any time with other
      funds;

     

    (xii) any
      investigation, litigation or proceeding related to this Agreement or the use
      of
      proceeds of Loans or the Pledged Assets;

     

    (xiii) any
      failure by the Borrower to give reasonably equivalent value to EEF in
      consideration for the transfer by EEF to the Borrower of any Receivable or
      any
      attempt by any Person to void or otherwise avoid any such transfer under any
      statutory provision or common law or equitable action, including, without
      limitation, any provision of the Bankruptcy Code;

     

    
      
        
        

      

      
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    (xiv) any
      failure of the Borrower, or any of its agents or representatives to remit to
      the
      Agent, Collections of Pledged Receivables; and/or

     

    (xv) any
      failure on the part of the Borrower or EEF duly to observe or perform in any
      material respect any covenant or agreement under any Qualifying Interest Rate
      Hedge.

     

    Any
      amounts subject to the indemnification provisions of this Section 8.01
      shall be
      paid by the Borrower to the Agent within two (2) Business Days following the
      Agent’s written demand therefor.

     

    Each
      applicable Indemnified Party shall deliver to the indemnifying party under
      Section 8.01,
      within
      a reasonable time after such Indemnified Party’s receipt thereof, copies of all
      notices and documents (including court papers) received by such Indemnified
      Party relating to the claim giving rise to the Indemnified Amounts.


     

    SECTION
      8.02 Reserved.
      

     

    ARTICLE
      IX.


     

    MISCELLANEOUS

     

    SECTION
      9.01 Amendments
      and Waivers.
      (a)  Except as provided in Section 9.01(b),
      no
      amendment or modification of any provision of this Agreement shall be effective
      without the written agreement of the Borrower, the Agent and the Lender (and
      the
      Backup Servicer if such amendment or modification affects any obligation or
      undertaking of the Backup Servicer, including the Backup Servicer acting as
      a
      successor Servicer), and no termination or waiver of any provision of this
      Agreement or consent to any departure therefrom by the Borrower shall be
      effective without the written concurrence of the Agent, the Backup Servicer
      and
      the Lender. Any waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which given.

     

    (b) Notwithstanding
      the provisions of Section 9.01(a),
      in the
      event that there is more than one Lender, the written consent of each Lender
      shall be required for any amendment, modification or waiver (i) reducing
      any outstanding Loans, or the Yield thereon, (ii) postponing any date for
      any payment of any Loan, or the Yield thereon, (iii) modifying the
      provisions of this Section 9.01,
      (iv) increasing the Capital Limit or the Borrowing Limit or
      (v) increasing the Maximum Advance Percentage or reducing the Minimum
      Overcollateralization Amount.

     

    SECTION
      9.02 Notices,
      Etc.

     

    All
      notices and other communications provided for hereunder shall, unless otherwise
      stated herein, be in writing (including telex communication, communication
      by
      facsimile copy or electronic mail) and mailed, telexed, transmitted or
      delivered, as to each party hereto, at its address set forth under its name
      on
      the signature pages hereof or specified in such party’s Assignment and
      Acceptance or at such other address (including, without limitation, an
      electronic mail address) as shall be designated by such party in a written
      notice to the other parties hereto. All such notices and communications shall
      be
      effective, upon receipt, or in the case of (i) notice by mail, five days
      after being deposited in the United States mails, first class postage prepaid,
      (ii) notice by telex, when telexed against receipt of answerback, or
      (iii) notice by facsimile copy or electronic mail, when verbal
      communication of receipt is obtained, except that notices and communications
      pursuant to Article
      II
      shall
      not be effective until received.

     

    
      
        
        

      

      
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    SECTION
      9.03 No
      Waiver; Remedies.
      No
      failure on the part of the Agent or the Lender to exercise, and no delay in
      exercising, any right hereunder shall operate as a waiver thereof; nor shall
      any
      single or partial exercise of any right hereunder preclude any other or further
      exercise thereof or the exercise of any other right. The remedies herein
      provided are cumulative and not exclusive of any remedies provided by
      law.

     

    SECTION
      9.04 Binding
      Effect; Assignability; Multiple Lenders.
      (a)  This Agreement shall be binding upon and inure to the benefit of the
      Borrower, the Agent, the Lender, the Backup Servicer and their respective
      successors and permitted assigns. This Agreement and the Lender’s rights and
      obligations hereunder and interest herein shall be assignable in whole or in
      part (including by way of the sale of participation interests therein) by the
      Lender and its successors and assigns; provided,
      however,
      that,
      prior to the occurrence of an Early Amortization Event, any such assignment
      shall occur only upon the prior written consent of the Borrower, which consent
      shall not be unreasonably withheld; and provided,
      further,
      that
      any such participation shall occur only upon prior written notice to the
      Borrower. None of the Borrower or the Backup Servicer may assign any of its
      rights and obligations hereunder or any interest herein without the prior
      written consent of the Lender and the Agent. The parties to each assignment
      or
      participation made pursuant to this Section 9.04
      shall
      execute and deliver to the Agent, for its acceptance and recording in its books
      and records, an assignment and acceptance agreement (an “Assignment
      and Acceptance”)
      or a
      participation agreement or other transfer instrument reasonably satisfactory
      in
      form and substance to the Agent and the Borrower. Each such assignment or
      participation shall be effective as of the date specified in the applicable
      Assignment and Acceptance or other agreement or instrument only after the
      execution, delivery, acceptance and recording thereof as described in the
      preceding sentence. The Agent shall notify the Borrower of any assignment or
      participation thereof made pursuant to this Section 9.04.
      The
      Lender may, in connection with any assignment or participation or any proposed
      assignment or participation pursuant to this Section 9.04,
      disclose to the assignee or participant or proposed assignee or participant
      any
      information relating to the Borrower and the Pledged Assets furnished to the
      Lender by or on behalf of the Borrower; provided,
      however,
      that
      the Lender shall obtain an agreement from such assignee or participant or
      proposed assignee or participant that it shall treat as confidential (under
      terms mutually satisfactory to the Agent and such assignee or participant or
      proposed assignee or participant) any information obtained which is not already
      publicly known or available.

     

    (b) Whenever
      the term “Lender” is used herein, it shall mean Autobahn and/or any other Person
      which shall have executed an Assignment and Acceptance; provided,
      however,
      that
      each such party shall have a pro rata share of the rights and obligations of
      the
      Lender hereunder in such percentage amount (the “Commitment
      Percentage”)
      as
      shall be obtained by dividing such party’s commitment to fund Loans hereunder by
      the total commitment of all parties to fund Loans hereunder. Unless otherwise
      specified herein, any right at any time of the Lender to enforce any remedy,
      or
      instruct the Agent to take (or refrain from taking) any action hereunder, shall
      be exercised by the Agent only upon direction by such parties that hold a
      majority of the Commitment Percentages at such time. 

     

    
      
        
        

      

      
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    (c) Each
      of
      the parties hereto hereby agrees to execute any amendment to this Agreement
      that
      is required in order to facilitate the addition of any new Lender hereunder
      as
      contemplated by this Section 9.04.

     

    (d) In
      connection with the grant of any participation by the Lender hereunder,
      (i) the Lender’s obligations under this Agreement shall remain unchanged;
      (ii) the Lender shall remain solely responsible to the other parties hereto
      for the performance of such obligations; and (iii) the Borrower, the Agent
      and any other Lenders shall continue to deal solely and directly with such
      Lender in connection with such Lender’s rights and obligations under this
      Agreement. 

     

    SECTION
      9.05 Term
      of This Agreement.
      This
      Agreement including, without limitation, the Borrower’s obligation to observe
      its covenants set forth in Articles V
      and
VI,
      shall
      remain in full force and effect until the Collection Date; provided,
      however,
      that
      the rights and remedies with respect to any breach of any representation and
      warranty made or deemed made by the Borrower pursuant to Articles III
      and
IV
      and the
      indemnification and payment provisions of Article VIII
      and
Article IX
      and the
      provisions of Section 9.07
      shall be
      continuing and shall survive any termination of this Agreement.

     

    SECTION
      9.06 Governing
      Law; Jury Waiver.
      THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
      OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE
      OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT
      WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT
      TO
      THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE LENDER IN
      THE
      PLEDGED RECEIVABLES, OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED
      BY
      THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH OF THE PARTIES
      HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE
      TO
      A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY
      OUT
      OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS
      CONTEMPLATED HEREUNDER.

     

    SECTION
      9.07 Costs,
      Expenses and Taxes.
      (a)  In addition to the rights of indemnification granted to the Backup
      Servicer, the Agent, the Lender and its Affiliates under Article VIII
      hereof,
      the Borrower agrees to pay on demand all reasonable costs and expenses of the
      Backup Servicer, the Lender and the Agent incurred in connection with the
      preparation, execution, delivery or administration of, or any waiver or consent
      issued or amendment prepared in connection with, this Agreement, the other
      Transaction Documents and the other documents to be delivered hereunder or
      in
      connection herewith or therewith or incurred in connection with any amendment,
      waiver or modification of this Agreement, any other Transaction Document, and
      any other documents to be delivered hereunder or thereunder or in connection
      herewith or therewith that is necessary or requested by any of the Borrower,
      the
      Lender or a Rating Agency or made necessary or desirable as a result of the
      actions of any regulatory, tax or accounting body affecting the Lender and
      its
      Affiliates, or which is related to an Event of Default, including, without
      limitation, the reasonable fees and out-of-pocket expenses of counsel for the
      Backup Servicer, the Agent and the Lender with respect thereto and with respect
      to advising the Backup Servicer, the Agent and the Lender as to their respective
      rights and remedies under this Agreement and the other documents to be delivered
      hereunder or in connection herewith, and all costs and expenses, if any
      (including reasonable counsel fees and expenses), incurred by the Backup
      Servicer, the Agent or the Lender in connection with the enforcement of this
      Agreement and the other documents to be delivered hereunder or in connection
      herewith.

     

    
      
        
        

      

      
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    (b) The
      Borrower shall pay on demand any and all stamp, sales, excise and other taxes
      and fees payable or determined to be payable in connection with the execution,
      delivery, filing and recording of this Agreement, the other documents to be
      delivered hereunder or any agreement or other document providing liquidity
      support, credit enhancement or other similar support to the Lender which is
      specific to this Agreement or the funding or maintenance of Loans
      hereunder.

     

    (c) Reserved.

     

    (d) The
      Borrower shall pay on demand all other costs, expenses and taxes (excluding
      franchise and income taxes) incurred by any Issuer or any general or limited
      partner or member or shareholder of such Issuer related to this Agreement
      (“Other
      Costs”),
      including, without limitation, the portion of the cost of rating such Issuer’s
      commercial paper by independent financial rating agencies which is allocable
      to
      commercial paper issued to fund Loans hereunder, the taxes (excluding franchise
      and income taxes) resulting from such Issuer’s operations which are allocable to
      the provision of Loans hereunder, and the reasonable fees and out-of-pocket
      expenses of counsel for the Issuer or any counsel for any general or limited
      partner or member or shareholder of the Issuer, with respect to
      (i) advising such Person as to its rights and remedies under this Agreement
      and the other documents to be delivered hereunder or in connection herewith,
      (ii) the enforcement of this Agreement and the other documents to be
      delivered hereunder or in connection herewith and (iii) advising such
      Person as to the issuance of the Issuer’s commercial paper notes to fund Loans
      hereunder and action in connection with such issuance.

     

    (e) Without
      limiting any other provision hereof, the Borrower shall pay, pursuant to
Section
      2.05(c)
      or as
      otherwise expressly provided for herein, the costs, expenses and fees of the
      Backup Servicer related to its duties under this Agreement.

     

    (f) Any
      Person making a claim under this Section 9.07
      shall
      submit to the Borrower a notice setting forth in reasonable detail the basis
      for
      and the computations of the applicable costs, expenses, taxes or similar
      items.

     

    SECTION
      9.08 No
      Proceedings.
      Each of
      the Borrower, the Backup Servicer, the Agent, and the Lender hereby agrees
      that
      it will not institute against, or join any other Person in instituting against,
      any Issuer any proceedings of the type referred to in the definition of
      Bankruptcy Event so long as any commercial paper issued by such Issuer shall
      be
      outstanding or there shall not have elapsed one year and one day since the
      last
      day on which any such commercial paper shall have been outstanding.

     

    
      
        
        

      

      
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    SECTION
      9.09 Recourse
      Against Certain Parties.
      No
      recourse under or with respect to any obligation, covenant or agreement
      (including, without limitation, the payment of any fees or any other
      obligations) of the Lender or the Agent as contained in this Agreement or any
      other agreement, instrument or document entered into by the Lender or the Agent
      pursuant hereto or in connection herewith shall be had against any administrator
      of the Lender or the Agent or any incorporator, affiliate, stockholder, officer,
      employee or director of the Lender or the Agent or of any such administrator,
      as
      such, by the enforcement of any assessment or by any legal or equitable
      proceeding, by virtue of any statute or otherwise; itbeingexpresslyagreedandunderstood
      that the
      agreements of each party hereto contained in this Agreement and all of the
      other
      agreements, instruments and documents entered into by the Lender or the Agent
      pursuant hereto or in connection herewith are, in each case, solely the
      corporate obligations of such party (and nothing in this Section 9.09
      shall be
      construed to diminish in any way such corporate obligations of such party),
      and
      that no personal liability whatsoever shall attach to or be incurred by any
      administrator of the Lender or the Agent or any incorporator, stockholder,
      affiliate, officer, employee or director of the Lender or the Agent or of any
      such administrator, as such, or any of them, under or by reason of any of the
      obligations, covenants or agreements of the Lender or the Agent contained in
      this Agreement or in any other such instruments, documents or agreements, or
      which are implied therefrom, and that any and all personal liability of every
      such administrator of the Lender or the Agent and each incorporator,
      stockholder, affiliate, officer, employee or director of the Lender or the
      Agent
      or of any such administrator, or any of them, for breaches by the Lender or
      the
      Agent of any such obligations, covenants or agreements, which liability may
      arise either at common law or in equity, by statute or constitution, or
      otherwise, is hereby expressly waived as a condition of and in consideration
      for
      the execution of this Agreement. The provisions of this Section 9.09
      shall
      survive the termination of this Agreement.

     

    SECTION
      9.10 Execution
      in Counterparts; Severability; Integration.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which when taken together shall constitute one
      and
      the same agreement. Delivery of an executed counterpart of a signature page
      to
      this Agreement by facsimile shall be effective as delivery of a manually
      executed counterpart of this Agreement. In the event that any provision in
      or
      obligation under this Agreement shall be invalid, illegal or unenforceable
      in
      any jurisdiction, the validity, legality and enforceability of the remaining
      provisions or obligations, or of such provision or obligation in any other
      jurisdiction, shall not in any way be affected or impaired thereby. This
      Agreement contains the final and complete integration of all prior expressions
      by the parties hereto with respect to the subject matter hereof and shall
      constitute the entire agreement among the parties hereto with respect to the
      subject matter hereof, superseding all prior oral or written understandings
      other than the Fee Letter.

     

    SECTION
      9.11 Tax
      Characterization.
      Notwithstanding any provision of this Agreement, the parties hereto intend
      that
      the Loans advanced hereunder shall constitute indebtedness of the Borrower
      for
      federal income tax purposes.

     

    
      
        
        

      

      
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    SECTION
      9.12 Exclusivity.
      The
      Borrower hereby agrees that unless it has obtained the prior written consent
      of
      the Lender (which may be granted or refused in the Lender’s sole discretion) to
      do otherwise, from the Closing Date through and including the Facility Maturity
      Date, it will not, and it will cause EEF and any of its or EEF’s Affiliates not
      to, assign, transfer, pledge, convey, sell or otherwise dispose of any PrePrime
      Receivables, except pursuant to the terms and provisions of this Agreement
      and
      the other Transaction Documents; provided,
      that
      the provisions of this Section
      9.12
      shall
      not apply to (i) PrePrime Receivables the inclusion of which as Pledged
      Receivables hereunder, constitutes or would constitute part of the
      Overconcentration Amount, and (ii) PrePrime Receivables (other than Pledged
      Receivables) at a time when the Loans Outstanding hereunder are equal to the
      Borrowing Limit (provided,
      that
      the Borrower shall have first made a request for an increase in the Facility
      Limit (without other changes to this Agreement) and such request has been
      refused by the Lender (with non-acceptance within 45 calendar days of such
      request deemed for this purpose to constitute a refusal)), and (iii) PrePrime
      Receivables that constituted Pledged Receivables at the time they were subjected
      to a Take-Out Securitization and related repayment of Loans in accordance with
      Section
      2.20
      and
      continue to be subject to such Take-Out Securitization, or that were sold to
      an
      unaffiliated third party as contemplated in Section
      2.20,
      and
      (iv) up to a maximum of 25% (or such other percentage as may be determined
      in accordance with the following sentence) of PrePrime Receivables originated
      in
      any given calendar quarter that would otherwise qualify as Eligible Receivables.
      In addition, there is to be no adverse selection in determining which PrePrime
      Receivables become Pledged Receivables, or are financed with another financing
      facility. It is understood that EEF is making a corresponding undertaking in
      favor of the Borrower under the Transfer and Contribution Agreement (PrePrime).
      

     

    SECTION
      9.13 USA
      Patriot Act Notice.
      The
      Agent and the Lender hereby notifies the Borrower that pursuant to the
      requirements of the Patriot Act (as defined in Section
      4.01(aa)),
      each
      is required to obtain, verify, and record information that identifies the
      Borrower, which information includes the name and address of the Borrower and
      EEF and other information that will allow such Person to identify the Borrower
      and EEF in accordance with the Patriot Act. 

     

    SECTION
      9.14 Continuity.
      The
      Agent, the Lender and the Borrower each agree and confirm that the security
      interest granted and conveyed under the Existing RLSA in Pledged Assets or
      other
      collateral as any such collateral exists and constitutes property of the
      Borrower as of the Amendment No. 3 Closing Date but prior to giving effect
      to
      the third amendment and restatement of the Existing RLSA being accomplished
      pursuant to this Agreement, shall continue without interruption in such
      collateral after giving effect to the third amendment and restatement being
      accomplished pursuant to and upon effectiveness of this Agreement. References
      in
      any Transaction Document to the Existing RLSA, after the effectiveness of this
      third amendment and restatement, shall be deemed to refer to this Agreement,
      i.e., the Existing RLSA as amended and restated hereby. Subject to Section
      6.17(b)
      hereof,
      except as reflected in any changes to the terms of the Existing RLSA effected
      hereby, the entry into this Agreement shall not be deemed to constitute a waiver
      by the Lender or the Agent of any noncompliance by the Borrower with the
      provisions hereof or of the Existing RLSA, or of any Event of Default or Early
      Amortization Event (or events which, with the giving of notice or lapse of
      time,
      would constitute either) or of any right or remedy available in connection
      therewith.

    


    
      
        
        

      

      
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    [Signature
      page to follow.]

     

    
      
        
        

      

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

     

    


    
      	
              THE
                BORROWER:

            	
              EDUCATION
                EMPOWERMENT SPV, LLC

            
	 	 
	 	
              By:     
                /s/
                Jonathan Coblentz

              Title:
                Treasurer and Secretary

            
	 	 
	 	
              590
                Madison Avenue, 13th
                Floor

              New
                York, New York 10022

              Attention:
                Jonathan Coblentz

              Facsimile
                No.: 212-444-7530

              Confirmation
                No.: 212-444-7507

            


    

    


    
      	
              THE
                AGENT:

            	
              DZ
                BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM
                MAIN

            
	 	
               

              By:   
                 /s/
                Daniel Marino 

                
                Title: First Vice President

            
	 	 
	 	
              By:  /s/
                Cecil Smart Jr. 

               
                Title: Assistant Vice President

            
	 	 
	 	
              609
                Fifth Avenue

              New
                York, New York 10017

              Attention:
                Asset Securitization Group

              Facsimile
                No.: 
                212/745-1651

              Confirmation
                No.: 212/745-1656

            
	 	 
	
              THE
                LENDER:

            	
              AUTOBAHN
                FUNDING COMPANY LLC

            
	 	 
	 	
              By: DZ
                Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main,
                its
                attorney-in-fact 

               

              By:  /s/
                Daniel Marino

              Title:
                First Vice President

               

              By:  /s/
                Cecil Smart Jr.

              Title:
                Assistant Vice President

            
	 	 
	 	
              609
                Fifth Avenue

              New
                York, New York 10017

              Attention:
                Asset Securitization Group

              Facsimile
                No.: 212/745-1651

              Confirmation
                No.: 212/745-1656

            


    

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

    


    
      	 	 
	
              THE
                BACKUP SERVICER:

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

               

               

              By:  
/s/
                Joseph Andries 


              Title:
                Senior Vice President

               

              1310
                Madrid Street

              Suite
                103

              Marshall,
                MN 56258

              Attention:
                Joe Andries

              Facsimile
                No.: (866)
                806-0775

              Confirmation
                No.: (507) 532-7129

            


    

    


    
      
        
        

      

      
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    SCHEDULE
      I

     

    CONDITION
      PRECEDENT DOCUMENTS

     

    As
      required by Section 3.01
      of the
      Agreement, each of the following items must be delivered to the Agent prior
      to
      the date of the initial Borrowing:

     

    (a) A
      copy of
      this Agreement duly executed by each of the parties hereto;

     

    (b) A
      certificate of the Secretary or Assistant Secretary of the Manager, dated the
      Closing Date, certifying (i) the names and true signatures of the incumbent
      officers of the Manager authorized to sign on behalf of the Borrower this
      Agreement and the other documents to be delivered by the Borrower hereunder
      (on
      which certificate the Agent and the Lender may conclusively rely until such
      time
      as the Agent shall receive from the Borrower a revised certificate meeting
      the
      requirements of this paragraph (b)), (ii) that the copy of the certificate
      of formation of the Borrower attached thereto is a complete and correct copy
      and
      that such certificate of formation has not been amended, modified or
      supplemented and is in full force and effect, (iii) that the copy of the
      limited liability company agreement of the Borrower attached thereto is a
      complete and correct copy, and that such limited liability company agreement
      has
      not been amended, modified or supplemented and is in full force and effect,
      and
      (iv) the resolutions of the board of directors of the Manager of the
      Borrower approving and authorizing the execution, delivery and performance
      by
      the Borrower of this Agreement and the documents related thereto;

     

    (c) Good
      standing certificate, dated as of a recent date for the Borrower, issued by
      the
      Secretary of State of Delaware or, if dated as of a recent date, a certificate
      of formation for the Borrower certified by the Secretary of State of
      Delaware;

     

    (d) Acknowledgment
      copies of proper financing statements (the “Facility
      Financing Statements”)
      describing the Pledged Receivables, Related Security and other Pledged Assets,
      and naming the Borrower as debtor and the Agent, on behalf of the Lender, as
      secured party, and other, similar instruments or documents, as may be necessary
      or, in the opinion of the Agent or the Lender, desirable under the UCC of all
      appropriate jurisdictions or any comparable law to perfect the Lender’s
      interests in all Pledged Receivables, Related Security and other Pledged
      Assets;

     

    (e) Acknowledgment
      copies of proper financing statements and other release instruments or
      agreements, if any, necessary to release all security interests and other rights
      of any Person in the Pledged Receivables, Related Security and other Pledged
      Assets previously granted by EEF;

     

    (f) Certified
      copies of requests for information or copies (or a similar UCC search report
      certified by a party acceptable to the Agent), dated a date reasonably near
      to
      the date of the initial Borrowing, listing all effective financing statements
      (including the Facility Financing Statements), which name the Borrower (under
      its present name and any previous name) as debtor and which are filed in the
      jurisdictions in which the Facility Financing Statements were filed, together
      with copies of such financing statements (none of which, other than the Facility
      Financing Statements, shall cover any Pledged Assets);

     

    
      
        
        

      

      
        Sch.
          I-1

        
          

        

      

      
        
        

      

       

    

    (g) One
      or
      more favorable Opinions of Counsel, of counsel to the Borrower, with respect
      to
      such matters as the Agent may reasonably request (including an opinion, with
      respect to the first priority perfected security interest of the Agent (for
      the
      benefit of the Lender), in the Pledged Receivables, Related Security and other
      Pledged Assets;

     

    (h) One
      or
      more favorable Opinions of Counsel, of counsel to the Borrower, with respect
      to
      the true conveyance of the Pledged Receivables under the Transfer and
      Contribution Agreement, and issues of substantive consolidation;

     

    (i) One
      or
      more favorable Opinions of Counsel, of counsel to the Borrower, addressed and
      acceptable to the Agent, with respect to, among other things, the due
      authorization, execution and delivery of, and enforceability of, this Agreement
      and the other Transaction Documents;

     

    (j) A
      favorable Opinion of Counsel of Hudson Cook, counsel to EEF and the Borrower,
      with respect to certain compliance matters concerning the PrePrime
      Program;

     

    (k) Any
      necessary third party consents to the closing of the transactions contemplated
      hereby; 

     

    (l) A
      copy of
      each of the other Transaction Documents duly executed by the parties
      thereto;

     

    (m) Evidence
      of the payment of the fees and expenses of Kaye Scholer LLP, counsel to the
      Agent, to the extent invoiced or otherwise notified to the Borrower by the
      Agent
      in writing (but to the extent not so notified to the Borrower, without prejudice
      to the rights to receive payment of same from the Borrower pursuant to
Section
      9.07
      hereof);


     

    (n) Evidence
      of the payment of the fees and expenses of the Backup Servicer, the Custodian,
      the Account Bank, the initial Servicer or the initial Collection Servicer,
      to
      the extent payable under the applicable agreement with such party on or prior
      to
      the initial Borrowing Date or otherwise as necessary to effect the entering
      of
      such parties into the applicable Transaction Document to which they are a party
      with the Borrower; 

     

    (o) Evidence
      of the payment of any fees and expenses stated to be payable as of the closing
      date or initial funding date under the Fee Letter, to the extent not previously
      paid; and

     

    (p) Evidence
      of the deposit into the Collection Account of all Collections on the Pledged
      Receivables being Pledged on the initial Borrowing Date that were received
      after
      the initial Cut-Off Date related thereto.

     

    As
      required by Section 3.04
      of the
      Agreement, each of the following items must be delivered to the Agent on or
      prior to the date of effectiveness, as of the Amendment No. 3 Closing Date,
      of
      the second amendment and restatement of the Existing RLSA contemplated by this
      Agreement:

     

    
      
        
        

      

      
        Sch.
          I-2

        
          

        

      

      
        
        

      

       

    

    (q) A
      copy of
      this Agreement and each other Amendment Transaction Document, duly executed
      by
      each of the parties thereto;

     

    (r) A
      certificate of the Secretary or Assistant Secretary of the Manager, dated the
      Amendment No. 3 Closing Date, certifying (i) the names and true signatures
      of the incumbent officers of the Manager authorized to sign on behalf of the
      Borrower this Agreement and the other documents to be delivered by the Borrower
      hereunder in connection with the Amendment No. 3 Closing Date (on which
      certificate the Agent and the Lender may conclusively rely until such time
      as
      the Agent shall receive from the Borrower a revised certificate meeting the
      requirements of this paragraph (b)), (ii) that the copy of the certificate
      of formation of the Borrower attached thereto is a complete and correct copy
      and
      that such certificate of formation has not been amended, modified or
      supplemented and is in full force and effect, (iii) that the copy of the
      limited liability company agreement of the Borrower attached thereto is a
      complete and correct copy, and that such limited liability company agreement
      has
      not been amended, modified or supplemented and is in full force and effect,
      and
      (iv) the resolutions of the board of directors of the Manager of the
      Borrower approving and authorizing the execution, delivery and performance
      by
      the Borrower of the Amendment Transaction Documents to which the Borrower is
      a
      party;

     

    (s) Good
      standing certificate, dated a date reasonably near to the Amendment No. 3
      Closing Date for the Borrower, issued by the Secretary of State of Delaware
      or,
      if dated as of such a recent date, a certificate of formation for the Borrower
      certified by the Secretary of State of Delaware;

     

    (t) Acknowledgment
      copies of amendments, as deemed necessary by the Agent, to previously filed
      financing statements (the “Facility
      Financing Statements”)
      describing the Pledged Receivables, Related Security and other Pledged Assets,
      and naming the Borrower as debtor and the Agent, on behalf of the Lender, as
      secured party, and other, similar instruments or documents, as may be necessary
      or, in the opinion of the Agent or the Lender, desirable under the UCC of all
      appropriate jurisdictions or any comparable law to perfect the Lender’s
      interests in all Pledged Receivables, Related Security and other Pledged
      Assets;

     

    (u) One
      or
      more favorable Opinions of Counsel, of counsel to the Borrower, addressed and
      acceptable to the Agent, with respect to, among other things, the due
      authorization, execution and delivery of, and enforceability of, this Agreement
      and the other Amendment Transaction Documents;

     

    (v) Any
      necessary third party consents to the closing of the transactions contemplated
      hereby; 

     

    (w) Evidence
      of the payment of the fees and expenses of Kaye Scholer LLP, counsel to the
      Agent, to the extent invoiced or otherwise notified to the Borrower by the
      Agent
      in writing (but to the extent not so notified to the Borrower, without prejudice
      to the rights to receive payment of same from the Borrower pursuant to
Section
      9.07
      hereof);


     

    (x) Evidence
      of the payment of the fees and expenses of the Backup Servicer, the Custodian,
      the Account Bank, the initial Servicer or the initial Collection Servicer,
      to
      the extent payable under the applicable agreement with such party on or prior
      to
      the Amendment No. 3 Closing Date or otherwise as necessary to effect the
      entering of such parties into the applicable Amendment Transaction Document
      to
      which they are a party with the Borrower; 

     

    
      
        
        

      

      
        Sch.
          I-3

        
          

        

      

      
        
        

      

       

    

    (y) Evidence
      of the payment of any fees and expenses stated to be payable as of the Amendment
      No. 3 Closing Date under the Fee Letter, to the extent not previously paid;
      and

     

    (z) If
      a
      Borrowing is to occur on the Amendment No. 3 Closing Date, evidence of the
      deposit into the Collection Account of all Collections on the Pledged
      Receivables being Pledged on such date that were received after the Cut-Off
      Date
      related thereto.

     

    
      
        
        

      

      
        Sch.
          I-4

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      II

     

    PRIOR
      NAMES, TRADENAMES, FICTITIOUS NAMES

     

    AND
      “DOING BUSINESS AS” NAMES

     

    None.

     

    
      
        
        

      

      
        Sch.
          II-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    WITH
      RESPECT TO ELIGIBLE RECEIVABLES

     

    PrePrime
      Receivables

     

    The
      following representations and warranties are made by the Borrower with respect
      to each PrePrime Receivable constituting a Pledged Receivable or each PrePrime
      Contract related to such Pledged Receivable, as applicable, which is designated
      as being an Eligible Receivable of that Type on a Borrowing Base Certificate,
      a
      Monthly Remittance Report, a Commercial Paper Remittance Report, or is otherwise
      represented to the Agent or the Lender as being an Eligible Receivable of that
      Type, or is included as an Eligible Receivable of that Type in any calculation
      set forth herein.

     

    
      	
              1.

            	
              Each
                such Contract represents the genuine, legal, valid, binding and full
                recourse payment obligation of the Obligor thereunder, enforceable
                by the
                Borrower in accordance with its terms, and the Obligor with respect
                to
                such Contract had full legal capacity to execute and deliver such
                Contract
                and any other documents related
                thereto.

            


    

     

    
      	
              2.

            	
              No
                such Contract was originated pursuant to the FFELP Program or the
                HEALP
                Program.

            


    

     

    
      	
              3.

            	
              Each
                such Contract, at the time of origination, conformed to all requirements
                of the applicable Credit Policy.

            


    

     

    
      	
              4.

            	
              No
                such Contract or the related Receivable is secured by any collateral.
                

            


    

     

    
      	
              5.

            	
              Each
                such Contract (i) was originated by an Originator, with respect to
                which at the time of such origination and the time of the related
                transfer
                of the Contract to EEF, there had not occurred a Purchase Termination
                Event, (ii) was acquired by EEF from the Originator, pursuant to
                the
                PrePrime Program and the Originator Agreement in the ordinary course
                of
                EEF’s business and the Originator had all necessary licenses and permits
                to originate such Contracts (and EEF had all necessary licenses to
                acquire
                such Contracts from the Originator) in the state where the related
                Obligor
                resides, (iii) was sold or contributed by EEF to the Borrower under
                the Transfer and Contribution Agreement (PrePrime) and the Borrower
                has
                all necessary licenses and permits to own Receivables and acquire
                Contracts in the state where the related Obligor resides, and
                (iv) provides, upon the Receivable entering Repayment status, for
                regularly scheduled payments to occur no less frequently than
                quarterly.

            


    

     

    
      	
              6.

            	
              Each
                such Contract complies with all requirements under applicable law
                in
                effect as of the initial Borrowing Date necessary for the Receivable
                to be
                non-dischargeable in a United States federal Bankruptcy Code case
                involving the Obligor as debtor (it being understood that any such
                Contract may be so discharged as a result of other circumstances
                affecting
                the Obligor).

            


    

     

    
      	
              7.

            	
              All
                requirements of applicable federal, state and local laws, and regulations
                thereunder (including, without limitation, usury laws, the Federal
                Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
                Credit
                Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
                Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
                Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the
                Soldiers’ and Sailors’ Civil Relief Act of 1940 and state adaptations of
                the National Consumer Act, and of the Uniform Consumer Credit Code,
                and
                all other consumer credit laws and equal credit opportunity and disclosure
                laws), in respect of each such Contract, and the origination thereof,
                have
                been complied with in all respects.

            


    

     

    
      
        
        

      

      
        Sch.
          III-1

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              No
                such Contract was, at the time of acquisition by the Borrower, the
                subject
                of any litigation, nor is it subject to any right of rescission,
                setoff,
                counterclaim or defense on the part of the Obligor
                thereunder.

            


    

     

    
      	
              9.

            	
              Each
                such Contract (and the related Receivable), (i) as of the time of its
                Pledge hereunder had not at any time been more than 90 days past
                due and
                was not, at the time of its Pledge hereunder, more than 30 days past
                due
                (and no funds had been advanced by EEF, the Borrower or anyone acting
                on
                behalf of any of them in order to cause such Contract to qualify
                under
                this Item
                9),
                and (ii) had no provision thereof, waived, amended, altered or
                modified in any respect since its origination, except in accordance
                with
                the applicable Credit and Collection
                Policy.

            


    

     

    
      	
              10.

            	
              The
                Obligor under such Contract was, at the time of acquisition of the
                Contract by the Borrower, an Eligible Obligor.


            


    

     

    
      	
              11.

            	
              Each
                such Contract was originated in the United States and denominated
                in
                United States Dollars.

            


    

     

    
      	
              12.

            	
              The
                Obligor with respect to such Contract had, at the time of acquisition
                of
                the Contract by the Borrower, a billing address in the United
                States.

            


    

     

    
      	
              13.

            	
              With
                respect to an Old PrePrime Receivable, the Obligor with respect to
                such
                Contract, if he or she had a FICO Score at the time of credit approval
                for
                origination, had a FICO Score of at least 560, and, with respect
                to a New
                PrePrime Receivable, the Obligor with respect to such Contract had
                a FICO
                Score of at least 645.

            


    

     

    
      	
              14.

            	
              With
                respect to an Old PrePrime Receivable, at the time of being Pledged
                hereunder, the inclusion of such Receivable (if the related Obligor
                had a
                FICO Score at the time of credit approval for origination) as a Pledged
                Receivable did not cause the weighted average FICO Score of all Old
                PrePrime Receivables (with respect to which the related Obligor had
                a FICO
                Score at the time of credit approval for origination) to be less
                than 600,
                and, with respect to a New PrePrime Receivable, at the time of being
                Pledged hereunder, the inclusion of such Receivable as a Pledged
                Receivable did not cause the weighted average FICO Score of all New
                PrePrime Receivables to be less than
                670.

            


    

     

    
      	
              15.

            	
              The
                Contract did not provide for an origination fee in excess of 8.0%
                of the
                funded principal balance thereof.

            


    

     

    
      	
              16.

            	
              [Reserved].

            


    

     

    
      
        
        

      

      
        Sch.
          III-2

        
          

        

      

      
        
        

      

    

     

    
      	
              17.

            	
              Each
                such Contract constitutes an instrument, account or general intangible
                within the meaning of the UCC.

            


    

     

    
      	
              18.

            	
              The
                Receivable evidenced by such Contract is not a Defaulted
                Receivable.

            


    

     

    
      	
              19.

            	
              Each
                such Contract was originated by the Originator without any fraud
                or
                material misrepresentation on the part of the related Obligor, the
                Originator or EEF. Each such Contract was sold and conveyed by the
                Originator to EEF without any fraud or material misrepresentation
                on the
                part of the Originator, and was sold or contributed and conveyed
                by EEF to
                the Borrower without any fraud or material misrepresentation on the
                part
                of EEF. 

            


    

     

    
      	
              20.

            	
              Each
                such Contract (i) is payable by one or two Obligors, each of whom is
                a natural Person, and if the Contract is payable by more than one
                Obligor,
                each such Obligor is jointly and severally obligated to pay the full
                amount payable under such Contract.

            


    

     

    
      	
              21.

            	
              Each
                such Contract is payable by an Obligor who is not, nor was such Obligor
                at
                any time during the three (3) year period immediately preceding the
                date
                of the Pledge of such Contract hereunder, subject to any bankruptcy,
                insolvency, reorganization or similar
                proceeding.

            


    

     

    
      	
              22.

            	
              The
                information pertaining to each such Contract set forth in each Borrowing
                Base Certificate, Commercial Paper Remittance Report and Monthly
                Remittance Report is true and correct in all respects as of the date
                of
                such certificate or report.

            


    

     

    
      	
              23.

            	
              With
                respect to each such Contract, by the Borrowing Date on which such
                Contract is Pledged hereunder, the Borrower will have caused its
                master
                computer records relating to such Contract to be clearly and unambiguously
                marked to show that such Contract has been conveyed to the Borrower
                and
                Pledged under this Agreement.

            


    

     

    
      	
              24.

            	
              The
                Computer Tape or Listing to be made available by the Borrower to
                the Agent
                from time to time was complete and accurate as of the Borrowing Date
                on
                which such Contract is Pledged
                hereunder.

            


    

     

    
      	
              25.

            	
              The
                representations and warranties of EEF made with respect to such Contract
                and related Receivable under the Transfer and Contribution Agreement
                (PrePrime) upon its transfer to the Borrower were true and correct
                as of
                such date of transfer.

            


    

     

    
      	
              26.

            	
              With
                respect to each such Contract, there exists a Receivable File and
                such
                Receivable File contains each item listed in the definition of Specified
                Document File with respect to such Contract and such items are in
                the
                possession of the Custodian (other than if in the temporary possession
                of
                the Servicer or Collection Servicer for purposes of normal collection
                activity), and the Custodian as of the date such Contract became
                Pledged
                hereunder, had not specified that a Deficiency (within the meaning
                of the
                Custodial Agreement) existed in respect of such Contract, which Deficiency
                had not otherwise been waived or otherwise accepted by the Agent
                in
                connection with the Pledged of such
                Contract.

            


    

     

    
      	
              27.

            	
              No
                such Contract has been repaid, prepaid in full, satisfied, subordinated
                or
                rescinded.

            


    

     

    
      
        
        

      

      
        Sch.
          III-3

        
          

        

      

      
        
        

      

    

     

    
      	
              28.

            	
              No
                such Contract was originated in, or is subject to the laws of, any
                jurisdiction the laws of which would make unlawful, void or voidable
                the
                sale, transfer, pledge and/or assignment of such Contract under this
                Agreement or the Transfer and Contribution Agreement (PrePrime) and
                neither the Originator nor EEF has entered into any agreement with
                any
                Obligor that prohibits, restricts or conditions the sale, transfer,
                pledge
                and/or assignment of such Contract.

            


    

     

    
      	
              29.

            	
              No
                such Contract has been sold, transferred, assigned or pledged by
                the
                Originator to any Person other than EEF, nor by EEF to any Person
                other
                than the Borrower. 

            


    

     

    
      	
              30.

            	
              No
                such Contract is assumable by another Person in a manner which would
                release the Obligor thereof from such Obligor’s obligations to the
                holder/payee in respect of the related
                Receivable.

            


    

     

    
      	
              31.

            	
              At
                the time of acquisition of the Contract by the Borrower, there had
                been no
                default, breach, violation or event permitting acceleration under
                the
                terms of any such Contract, and no condition existed or event had
                occurred
                and was continuing that with notice, the lapse of time or both would
                constitute a default, breach, violation or event permitting acceleration
                under the terms of any such Contract, and there had been no waiver
                of any
                of the foregoing.

            


    

     

    
      	
              32.

            	
              No
                selection procedures adverse to the Borrower, the Agent or the Lender
                have
                been utilized in selecting any such Contract from all other similar
                Contracts of the Type originated or purchased by
                EEF.

            


    

     

    
      	
              33.

            	
              The
                Obligor received a legible, completely filled-in copy of such Contract
                and
                any other document that the Obligor was asked to sign in connection
                with
                the borrowing of funds under such
                Contract.

            


    

     

    
      	
              34.

            	
              The
                Borrower has delivered to the Custodian the sole original counterpart
                of
                such Contract and such document constitutes the entire agreement
                between
                the Obligor in favor of the Originator and its further assigns in
                respect
                thereof.

            


    

     

    
      	
              35.

            	
              At
                the time of acquisition of the Contract by the Borrower, such Contract
                was
                in full force and effect in accordance with its terms and neither
                the
                Borrower nor the Obligor had suspended or reduced any payments or
                obligations due or to become due thereunder by reason of a default
                by any
                other party to such Contract; and there were no proceedings pending
                asserting insolvency of such Obligor; and there were no proceedings
                pending wherein such Obligor, any other obligated party or any
                governmental agency had alleged that such Contract was illegal or
                unenforceable; and none of the Scheduled Payments were at such time
                subject to any set-off or credit of any
                kind.

            


    

     

    
      	
              36.

            	
              With
                respect to a New PrePrime Receivable, such Contract does not provide
                for
                interest only payments.

            


    

     

    
      	
              37.

            	
              Each
                such Contract is substantially in the form of one of the form contracts
                attached hereto as Exhibit
                D
                applicable to such Type.

            


    

     

    
      
        
        

      

      
        Sch.
          III-5

        
          

        

      

      
        
        

      

       

    

    Prime
      Receivables

     

    The
      following representations and warranties are made by the Borrower with respect
      to each Prime Receivable constituting a Pledged Receivable or each Prime
      Contract related to such Pledged Receivable, as applicable, which is designated
      as being an Eligible Receivable of that Type on a Borrowing Base Certificate,
      a
      Monthly Remittance Report, a Commercial Paper Remittance Report, or is otherwise
      represented to the Agent or the Lender as being an Eligible Receivable of that
      Type, or is included as an Eligible Receivable of that Type in any calculation
      set forth herein. 

    


    
      	1.	
              Each
                such Contract represents the genuine, legal, valid, binding and full
                recourse payment obligation of the Obligor thereunder, enforceable
                by the
                Borrower in accordance with its terms, and the Obligor with respect
                to
                such Contract had full legal capacity to execute and deliver such
                Contract
                and any other documents related
                thereto.

            


    

    


    
      	2.	
              No
                such Contract was originated pursuant to the FFELP Program or the
                HEALP
                Program.

            


    

    


    
      	3.	
              Each
                such Contract, at the time of origination, conformed to all requirements
                of the applicable Credit Policy.

            


    

    


    
      	4.	
              No
                such Contract or the related Receivable is secured by any collateral.
                

            


    

    


    
      	5.	
              Each
                such Contract (i) was originated by an Originator, with respect to
                which
                at the time of such origination and the time of the related transfer
                of
                the Contract to EEF, there had not occurred a Purchase Termination
                Event,
                (ii) was acquired by EEF from the Originator, pursuant to the Prime
                Program and the Originator Agreement in the ordinary course of EEF’s
                business and the Originator had all necessary licenses and permits
                to
                originate such Contracts (and EEF had all necessary licenses to acquire
                such Contracts from the Originator) in the state where the related
                Obligor
                resides, (iii) was sold or contributed by EEF to the Borrower under
                the
                Transfer and Contribution Agreement (Prime) and the Borrower has
                all
                necessary licenses and permits to own Receivables and acquire Contracts
                in
                the state where the related Obligor resides, and (iv) provides, upon
                the
                Receivable entering Repayment status, for regularly scheduled payments
                to
                occur no less frequently than
                quarterly.

            


    

    


    
      	6.	
              Each
                such Contract complies with all requirements under applicable law
                in
                effect as of the initial Borrowing Date necessary for the Receivable
                to be
                non-dischargeable in a United States federal Bankruptcy Code case
                involving the Obligor as debtor (it being understood that any such
                Contract may be so discharged as a result of other circumstances
                affecting
                the Obligor).

            


    

    


    
      	7.	
              All
                requirements of applicable federal, state and local laws, and regulations
                thereunder (including, without limitation, usury laws, the Federal
                Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
                Credit
                Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
                Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
                Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the
                Soldiers’ and Sailors’ Civil Relief Act of 1940 and state adaptations of
                the National Consumer Act, and of the Uniform Consumer Credit Code,
                and
                all other consumer credit laws and equal credit opportunity and disclosure
                laws), in respect of each such Contract, and the origination thereof,
                have
                been complied with in all respects.

            


    

    


    
      
        
        

      

      
        Sch.
          III-6

        
          

        

      

      
        
        

      

       

    

    
      	8.	
              No
                such Contract was, at the time of acquisition by the Borrower, the
                subject
                of any litigation, nor is it subject to any right of rescission,
                setoff,
                counterclaim or defense on the part of the Obligor
                thereunder.

            


    

    


    
      	9.	
              Each
                such Contract (and the related Receivable), (i) as of the time of
                its
                Pledge hereunder had not at any time been more than 90 days past
                due and
                was not, at the time of its Pledge hereunder, more than 30 days past
                due
                (and no funds had been advanced by EEF, the Borrower or anyone acting
                on
                behalf of any of them in order to cause such Contract to qualify
                under
                this Item
                9),
                and (ii) had no provision thereof, waived, amended, altered or modified
                in
                any respect since its origination, except in accordance with the
                applicable Credit and Collection Policy.


            


    

    


    
      	10.	
              The
                Obligor under such Contract was, at the time of acquisition of the
                Contract by the Borrower, an Eligible Obligor.


            


    

    


    
      	11.	
              Each
                such Contract was originated in the United States and denominated
                in
                United States Dollars.

            


    

    


    
      	12.	
              The
                Obligor with respect to such Contract had, at the time of acquisition
                of
                the Contract by the Borrower, a billing address in the United States.
                

            


    

    


    
      	13.	
              With
                respect to an Old Prime Receivable, the Obligor with respect to such
                Contract had a FICO Score at the time of credit approval for origination
                of at least 620, and, with respect to a New Prime Receivable, the
                Obligor
                with respect to such Contract had a FICO Score of at least
                680.

            


    

    


    
      	14.	
              With
                respect to an Old Prime Receivable, at the time of being Pledged
                hereunder, the inclusion of such each such Receivable as a Pledged
                Receivable did not cause the weighted average FICO Score of all Old
                Prime
                Receivables to be less than either (i) 690, if at such time the aggregate
                Outstanding Balance of all Pledged Receivables of such Type is less
                than
                $25,000,000 or (ii) otherwise, 700, and with respect to a New Prime
                Receivable, at the time of being Pledged hereunder, the inclusion
                of such
                Receivable as a Pledged Receivable did not cause the weighted average
                FICO
                Score of all Prime Receivables to be less than
                715.

            


    

    


    
      	15.	
              The
                Contract did not provide for an origination fee in excess of 8.0%
                of the
                funded principal balance thereof.

            


    

    


    
      	16.	
              At
                the time of being pledged hereunder, the inclusion of such Receivable
                as a
                Pledged Receivable did not cause the weighted average federal public
                cohort default rate, as published by the Department of Education
                in 2003,
                for all Pledged Receivables of such Type to exceed
                3.5%.

            


    

     

    
      
        
        

      

      
        Sch.
          III-7

        
          

        

      

      
        
        

      

    

     

    
      	17.	
              Each
                such Contract constitutes an instrument, account or general intangible
                within the meaning of the UCC.

            


    

    


    
      	18.	
              The
                Receivable evidenced by such Contract is not a Defaulted
                Receivable.

            


    

    


    
      	19.	
              Each
                such Contract was originated by the Originator without any fraud
                or
                material misrepresentation on the part of the related Obligor, the
                Originator or EEF. Each such Contract was sold and conveyed by the
                Originator to EEF without any fraud or material misrepresentation
                on the
                part of the Originator, and was sold or contributed and conveyed
                by EEF to
                the Borrower without any fraud or material misrepresentation on the
                part
                of EEF.

            


    

    


    
      	20.	
              Each
                such Contract (i) is payable by one or two Obligors, each of whom
                is a
                natural Person, and if the Contract is payable by more than one Obligor,
                each such Obligor is jointly and severally obligated to pay the full
                amount payable under such Contract.

            


    

    


    
      	21.	
              Each
                such Contract is payable by an Obligor who is not, nor was such Obligor
                at
                any time during the three (3) year period immediately preceding the
                date
                of the Pledge of such Contract hereunder, subject to any bankruptcy,
                insolvency, reorganization or similar
                proceeding.

            


    

    


    
      	22.	
              The
                information pertaining to each such Contract set forth in each Borrowing
                Base Certificate, Commercial Paper Remittance Report and Monthly
                Remittance Report is true and correct in all respects as of the date
                of
                such certificate or report.

            


    

    


    
      	23.	
              With
                respect to each such Contract, by the Borrowing Date on which such
                Contract is Pledged hereunder, the Borrower will have caused its
                master
                computer records relating to such Contract to be clearly and unambiguously
                marked to show that such Contract has been conveyed to the Borrower
                and
                Pledged under this Agreement.

            


    

    


    
      	24.	
              The
                Computer Tape or Listing to be made available by the Borrower to
                the Agent
                from time to time was complete and accurate as of the Borrowing Date
                on
                which such Contract is Pledged
                hereunder.

            


    

    


    
      	25.	
              The
                representations and warranties of EEF made with respect to such Contract
                and related Receivable under the Transfer and Contribution Agreement
                (Prime) upon its transfer to the Borrower were true and correct as
                of such
                date of transfer.

            


    

    


    
      	26.	
              With
                respect to each such Contract, there exists a Receivable File and
                such
                Receivable File contains each item listed in the definition of Specified
                Document File with respect to such Contract and such items are in
                the
                possession of the Custodian (other than if in the temporary possession
                of
                the Servicer or Collection Servicer for purposes of normal collection
                activity), and the Custodian as of the date such Contract became
                Pledged
                hereunder, had not specified that a Deficiency (within the meaning
                of the
                Custodial Agreement) existed in respect of such Contract, which Deficiency
                had not otherwise been waived or otherwise accepted by the Agent
                in
                connection with the Pledged of such
                Contract.

            


    

     

    
      
        
        

      

      
        Sch.
          III-8

        
          

        

      

      
        
        

      

    

     

    
      	27.	
              No
                such Contract has been repaid, prepaid in full, satisfied, subordinated
                or
                rescinded.

            


    

    


    
      	28.	
              No
                such Contract was originated in, or is subject to the laws of, any
                jurisdiction the laws of which would make unlawful, void or voidable
                the
                sale, transfer, pledge and/or assignment of such Contract under this
                Agreement or the Transfer and Contribution Agreement (Prime) and
                neither
                the Originator nor EEF has entered into any agreement with any Obligor
                that prohibits, restricts or conditions the sale, transfer, pledge
                and/or
                assignment of such Contract.

            


    

    


    
      	29.	
              No
                such Contract has been sold, transferred, assigned or pledged by
                the
                Originator to any Person other than EEF (or, if previously so conveyed
                to
                a Person other than EEF, there has been delivered to the Agent evidence
                reasonably acceptable to the Agent of the conveyance of ownership
                of such
                Contract and related Receivable to EEF and of the release of any
                lien or
                encumbrance on such Contract or related Receivable granted by any
                such
                prior owner or holder of the Contract and related Receivable), nor
                by EEF
                to any Person other than the Borrower.


            


    

    


    
      	30.	
              No
                such Contract is assumable by another Person in a manner which would
                release the Obligor thereof from such Obligor’s obligations to the
                holder/payee in respect of the related
                Receivable.

            


    

    


    
      	31.	
              At
                the time of acquisition of the Contract by the Borrower, there had
                been no
                default, breach, violation or event permitting acceleration under
                the
                terms of any such Contract, and no condition existed or event had
                occurred
                and was continuing that with notice, the lapse of time or both would
                constitute a default, breach, violation or event permitting acceleration
                under the terms of any such Contract, and there had been no waiver
                of any
                of the foregoing.

            


    

    


    
      	32.	
              No
                selection procedures adverse to the Borrower, the Agent or the Lender
                have
                been utilized in selecting any such Contract from all other similar
                Contracts of that Type originated or purchased by
                EEF.

            


    

    


    
      	33.	
              The
                Obligor received a legible, completely filled-in copy of such Contract
                and
                any other document that the Obligor was asked to sign in connection
                with
                the borrowing of funds under such
                Contract.

            


    

    


    
      	34.	
              The
                Borrower has delivered to the Custodian the sole original counterpart
                of
                such Contract and such document constitutes the entire agreement
                between
                the Obligor in favor of the Originator and its further assigns in
                respect
                thereof.

            


    

    


    
      	35.	
              At
                the time of acquisition of the Contract by the Borrower, such Contract
                was
                in full force and effect in accordance with its terms and neither
                the
                Borrower nor the Obligor had suspended or reduced any payments or
                obligations due or to become due thereunder by reason of a default
                by any
                other party to such Contract; and there were no proceedings pending
                asserting insolvency of such Obligor; and there were no proceedings
                pending wherein such Obligor, any other obligated party or any
                governmental agency had alleged that such Contract was illegal or
                unenforceable; and none of the Scheduled Payments were at such time
                subject to any set-off or credit of any
                kind.

            


    

    


    
      	36.	
              Each
                such Contract is substantially in the form of one of the form contracts
                attached hereto as Exhibit
                D
                applicable to such Type.

            


    

    


    
      
        
        

      

      
        Sch.
          III-9

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      IV

     

    CREDIT
      POLICY

     

    Attached.

     

    
      
        
        

      

      
        Sch.
          IV-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      V

     

    COLLECTION
      POLICY

     

    Attached.

     

    
      
        
        

      

      
        Sch.
          V-1

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      VI

     

    NEW
      PREPRIME PROHIBITED INSTITUTIONS

     

    Attached.

     

    
      
        
        

      

      
        Sch.
          VI-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF
      BORROWING BASE CERTIFICATE

     

    (See
      attached.)

     

    
      
        
        

      

      
        Exh.
          A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      COMMERCIAL PAPER REMITTANCE REPORT

     

    (See
      attached.)

     

    
      
        
        

      

      
        Exh.
          B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF
      MONTHLY REMITTANCE REPORT

     

    (See
      attached.)

     

    
      
        
        

      

      
        Exh. C-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    FORMS
      OF
      CONTRACT

     

    (See
      attached)

     

    
      
        
        

      

      
        Exh.
          D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    [RESERVED]

     

    
      
        
        

      

      
        Exh.
          E-1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      F

     

    BACKUP
      SERVICER FEES AND EXPENSES

     

    (See
      attached)

    
      
        
        

      

      
        Exh.
          F-1

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    
      

        
          	 	 	 	
                  Page

                
	
                  ARTICLE
                    I. DEFINITIONS

                	 	
                  1

                
	
                  SECTION
                    1.01

                	 	
                  Certain
                    Defined Terms

                	
                  1

                
	
                  SECTION
                    1.02

                	 	
                  Other
                    Terms

                	
                  35

                
	
                  SECTION
                    1.03

                	 	
                  Computation
                    of Time Periods

                	
                  35

                
	 	 	 	 
	
                  ARTICLE
                    II. THE RECEIVABLES FACILITY

                	
                  36

                
	
                  SECTION
                    2.01

                	 	
                  Borrowings

                	
                  36

                
	
                  SECTION
                    2.02

                	 	
                  The
                    Initial Borrowing and Subsequent Borrowings

                	
                  36

                
	
                  SECTION
                    2.03

                	 	
                  Facility
                    Maturity Date

                	
                  37

                
	
                  SECTION
                    2.04

                	 	
                  Selection
                    of Fixed Periods

                	
                  37

                
	
                  SECTION
                    2.05

                	 	
                  Remittance
                    Procedures

                	
                  38

                
	
                  SECTION
                    2.06

                	 	
                  Establishment
                    of Accounts; Reserve Account

                	
                  41

                
	
                  SECTION
                    2.07

                	 	
                  [Intentionally
                    omitted.]

                	
                  42

                
	
                  SECTION
                    2.08

                	 	
                  [Intentionally
                    omitted.]

                	
                  42

                
	
                  SECTION
                    2.09

                	 	
                  [Intentionally
                    omitted.]

                	
                  42

                
	
                  SECTION
                    2.10

                	 	
                  [Intentionally
                    omitted.]

                	
                  42

                
	
                  SECTION
                    2.11

                	 	
                  Payments
                    and Computations, Etc.

                	
                  42

                
	
                  SECTION
                    2.12

                	 	
                  Fees

                	
                  43

                
	
                  SECTION
                    2.13

                	 	
                  Increased
                    Costs; Capital Adequacy

                	
                  43

                
	
                  SECTION
                    2.14

                	 	
                  Collateral
                    Assignment of Agreements

                	
                  45

                
	
                  SECTION
                    2.15

                	 	
                  Grant
                    of a Security Interest

                	
                  45

                
	
                  SECTION
                    2.16

                	 	
                  Evidence
                    of Debt

                	
                  46

                
	
                  SECTION
                    2.17

                	 	
                  Survival
                    of Representations and Warranties; Repayment Obligations

                	
                  46

                
	
                  SECTION
                    2.18

                	 	
                  Release
                    of Pledged Receivables

                	
                  46

                
	
                  SECTION
                    2.19

                	 	
                  Treatment
                    of Amounts Paid by the Borrower

                	
                  47

                
	
                  SECTION
                    2.20

                	 	
                  Prepayment;
                    Termination

                	
                  47

                
	 	 	 	 
	
                  ARTICLE
                    III. CONDITIONS OF LOANS

                	
                  48

                
	
                  SECTION
                    3.01

                	 	
                  Conditions
                    Precedent to Initial Borrowing

                	
                  48

                
	
                  SECTION
                    3.02

                	 	
                  Conditions
                    Precedent to All Borrowings

                	
                  48

                
	
                  SECTION
                    3.03

                	 	
                  Advances
                    Do Not Constitute a Waiver

                	
                  50

                
	
                  SECTION
                    3.04

                	 	
                  Conditions
                    Precedent to Effectiveness on Amendment No. 3 Closing Date

                	
                  50

                
	 	 	 	 
	
                  ARTICLE
                    IV. REPRESENTATIONS AND WARRANTIES

                	
                  51

                
	
                  SECTION
                    4.01

                	 	
                  Representations
                    and Warranties of the Borrower

                	
                  51

                
	
                  SECTION
                    4.02

                	 	
                  Reserved

                	
                  55

                
	
                  SECTION
                    4.03

                	 	
                  Resale
                    of Receivables Upon Breach of Covenant or Representation and
                    Warranty by
                    Borrower

                	
                  55

                
	 	 	 	 
	
                  ARTICLE
                    V. GENERAL COVENANTS OF THE BORROWER

                	
                  55

                
	
                  SECTION
                    5.01

                	 	
                  General
                    Covenants

                	
                  55

                
	 	 	 	 


        

         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    VI. MAINTENANCE OF SERVICING

                	
                  58

                
	
                  SECTION
                    6.01

                	 	
                  Maintenance
                    of Servicing

                	
                  58

                
	
                  SECTION
                    6.02

                	 	
                  Enforcement
                    of the Servicing Agreements

                	
                  59

                
	
                  SECTION
                    6.03

                	 	
                  Reserved

                	
                  59

                
	
                  SECTION
                    6.04

                	 	
                  Reserved

                	
                  59

                
	
                  SECTION
                    6.05

                	 	
                  Reserved

                	
                  60

                
	
                  SECTION
                    6.06

                	 	
                  Reserved

                	
                  60

                
	
                  SECTION
                    6.07

                	 	
                  Reserved

                	
                  60

                
	
                  SECTION
                    6.08

                	 	
                  Reserved

                	
                  60

                
	
                  SECTION
                    6.09

                	 	
                  No
                    General Rights of Withdrawal

                	
                  60

                
	
                  SECTION
                    6.10

                	 	
                  Permitted
                    Investments

                	
                  60

                
	
                  SECTION
                    6.11

                	 	
                  Reserved

                	
                  61

                
	
                  SECTION
                    6.12

                	 	
                  Reports
                    to the Agent; Account Statements; Servicing Information

                	
                  61

                
	
                  SECTION
                    6.13

                	 	
                  Statements
                    as to Compliance; Financial Statements

                	
                  62

                
	
                  SECTION
                    6.14

                	 	
                  Access
                    to Certain Documentation

                	
                  63

                
	
                  SECTION
                    6.15

                	 	
                  Servicer
                    Default; Replacement of Servicer, Backup Servicer Duties

                	
                  64

                
	
                  SECTION
                    6.16

                	 	
                  Additional
                    Remedies of Agent Upon Event of Default

                	
                  68

                
	
                  SECTION
                    6.17

                	 	
                  Waiver
                    of Defaults

                	
                  69

                
	
                  SECTION
                    6.18

                	 	
                  Reserved

                	
                  69

                
	
                  SECTION
                    6.19

                	 	
                  Reserved

                	
                  69

                
	
                  SECTION
                    6.20

                	 	
                  UCC
                    Matters; Protection and Perfection of Pledged Assets

                	
                  69

                
	
                  SECTION
                    6.21

                	 	
                  Reserved

                	
                  70

                
	
                  SECTION
                    6.22

                	 	
                  Procurement
                    of Qualifying Interest Rate Hedges

                	
                  70

                
	
                  SECTION
                    6.23

                	 	
                  Compliance
                    with Applicable Law

                	
                  70

                
	
                  SECTION
                    6.24

                	 	
                  Stamping
                    of Promissory Notes Evidencing Receivables

                	
                  71

                
	 	 	 	 
	
                  ARTICLE
                    VII. EVENTS OF DEFAULT

                	
                  71

                
	
                  SECTION
                    7.01

                	 	
                  Events
                    of Default

                	
                  71

                
	
                  SECTION
                    7.02

                	 	
                  Additional
                    Remedies of the Agent

                	
                  74

                
	 	 	 	 
	
                  ARTICLE
                    VIII. INDEMNIFICATION

                	
                  75

                
	
                  SECTION
                    8.01

                	 	
                  Indemnities
                    by the Borrower

                	
                  75

                
	
                  SECTION
                    8.02

                	 	
                  Reserved

                	
                  77

                
	 	 	 	 
	
                  ARTICLE
                    IX. MISCELLANEOUS

                	
                  77

                
	
                  SECTION
                    9.01

                	 	
                  Amendments
                    and Waivers

                	
                  77

                
	
                  SECTION
                    9.02

                	 	
                  Notices,
                    Etc.

                	
                  77

                
	
                  SECTION
                    9.03

                	 	
                  No
                    Waiver; Remedies

                	
                  77

                
	
                  SECTION
                    9.04

                	 	
                  Binding
                    Effect; Assignability; Multiple Lenders

                	
                  78

                
	
                  SECTION
                    9.05

                	 	
                  Term
                    of This Agreement

                	
                  79

                
	
                  SECTION
                    9.06

                	 	
                  Governing
                    Law; Jury Waiver

                	
                  79

                
	
                  SECTION
                    9.07

                	 	
                  Costs,
                    Expenses and Taxes

                	
                  79

                
	
                  SECTION
                    9.08

                	 	
                  No
                    Proceedings

                	
                  80

                
	
                  SECTION
                    9.09

                	 	
                  Recourse
                    Against Certain Parties

                	
                  81

                
	
                  SECTION
                    9.10

                	 	
                  Execution
                    in Counterparts; Severability; Integration

                	
                  81

                
	
                  SECTION
                    9.11

                	 	
                  Tax
                    Characterization

                	
                  82

                
	
                  SECTION
                    9.12

                	 	
                  Exclusivity

                	
                  82

                
	
                  SECTION
                    9.13

                	 	
                  USA
                    Patriot Act Notice

                	
                  82

                
	
                  SECTION
                    9.14

                	 	
                  Continuity

                	
                  82

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

           

        

        
          	
                  LIST
                    OF SCHEDULES AND EXHIBITS

                	 	 	 
	
                  SCHEDULES

                	 	 	 
	 	 	 	 
	
                  SCHEDULE
                    I

                	 	
                  Condition
                    Precedent Documents

                	 
	
                  SCHEDULE
                    II

                	 	
                  Prior
                    Names, Tradenames, Fictitious Names and 

                	 
	 	 	
                  “Doing
                    Business As” Names

                	 
	
                  SCHEDULE
                    III

                	 	
                  Representations
                    and Warranties with Respect to 

                	 
	 	 	
                  Eligible
                    Receivables

                	 
	
                  SCHEDULE
                    IV

                	 	
                  Credit
                    Policy

                	 
	
                  SCHEDULE
                    V

                	 	
                  Collection
                    Policy

                	 
	
                  SCHEDULE
                    VI

                	 	
                  New
                    PrePrime Prohibited Institutions

                	 
	 	 	 	 
	
                  EXHIBITS

                	 	 	 
	
                  EXHIBIT
                    A

                	 	
                  Form
                    of Borrowing Base Certificate

                	 
	 	 	 	 
	
                  EXHIBIT
                    B

                	 	
                  Form
                    of Commercial Paper Remittance Report

                	 
	
                  EXHIBIT
                    C

                	 	
                  Form
                    of Monthly Remittance Report

                	 
	
                  EXHIBIT
                    D

                	 	
                  Forms
                    of Contract

                	 
	
                  EXHIBIT
                    E

                	 	
                  [Reserved]

                	 
	
                  EXHIBIT
                    F

                	 	
                  Backup
                    Servicer Fees and Expenses