Exhibit 10.9

THIRD AMENDMENT TO LOAN AND SERVICING AGREEMENT

THIS THIRD AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of April 23, 2002 (this "Amendment"), is
entered into among TRM Inventory Funding Trust ("Borrower"), TRM ATM Corporation, in its individual capacity ("TRM
ATM") and as Servicer (in such capacity, "Servicer"), Autobahn Funding Company, LLC
("Lender"), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as Administrative Agent (in such capacity,
"Administrative Agent") and as Liquidity Agent (in such capacity "Liquidity Agent"), and U.S. Bank
National Association, as Collateral Agent ("Collateral Agent").

RECITALS

A.    The
Borrower, TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral Agent are each a party to that certain Loan and Servicing Agreement, dated
as of March 17, 2000 (as amended by a First Amendment to Loan and Servicing Agreement, dated as of March 16, 2001, an Omnibus Amendment, dated as of March 16, 2001, and a Second
Amendment to Loan and Servicing Agreement, dated as of November 5, 2001, the "Agreement").

B.    The
parties to the Agreement desire to amend the Agreement as hereinafter set forth.

AGREEMENT

1.Certain Defined Terms.Capitalized terms that are used herein without definition and that are defined in the
Agreement shall have the same meanings herein as in the Agreement.

2.Amendments to Agreement.The Agreement is hereby amended in accordance with the amendments marked on the copy
of the Agreement attached hereto as Exhibit A.

3.Conditions to Effectiveness.This Amendment shall become effective as of April 23, 2002, immediately
following the effectiveness of the Omnibus Assignment and Acceptance, dated as of the date hereof, among KeyBank National Association, the Collateral Agent and the Liquidity Agent (and acknowledged by
the Borrower, the Servicer and the Lender), upon receipt by the Liquidity Agent of each of the following documents: (i) counterparts of this Amendment, duly executed by all parties hereto,
(ii) opinions of Stoel Rives LLP, as counsel to each of the Borrower and the Servicer, in form and substance satisfactory to the Liquidity Agent, (iii) all fees payable to the Liquidity
Agent on the date hereof and (iv) evidence that one or more Letters of Credit in form, substance and amount satisfactory to the Liquidity Agent have been delivered to the Collateral Agent.

4.Effect of Amendment.Except as expressly amended and modified by this Amendment, all provisions of the
Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to "this Agreement," "hereof," "herein" or words of similar effect referring to
the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of
the Agreement other than as set forth herein.

5.Counterparts.This Amendment may be executed in any number of counterparts and by different parties on
separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

6.Governing Law.This Amendment shall be governed by, and construed in accordance with, the law of the State of
New York without regard to any otherwise applicable principles of conflict of laws.

7.Section Headings.The various headings of this Amendment are inserted for convenience only and shall not
affect the meaning or interpretation of this Amendment, or the Agreements or any provision hereof or thereof.

[Remainder of page intentionally left blank.]

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

| |  | TRM INVENTORY FUNDING TRUST                                       
| |  | ------------------------------------------------------------------
| |  | By:                                                               
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   
| |  |                                                                   
| |  | TRM ATM CORPORATION                                               
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   
| |  | AUTOBAHN FUNDING COMPANY LLC                                      
| |  | By:                                                               
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   
| |  |                                                                   
| |  | DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   
| |  | U.S. BANK NATIONAL ASSOCIATION                                    
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   

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| |  | WILMINGTON TRUST COMPANY, Solely for purposes of the amendments to Sections 1.03 and 10.04 of the Agreement and the amendment to the signature pages thereof, in its capacity as Owner Trustee
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                           
| |  |                                                                                                                                                                                               
| |  |                                                                                                                                                                                               

Acknowledged
and Agreed
as of the date set forth above:

TRM
CORPORATION
Solely for purposes of the amendments
to Section 2.01 of the Agreement

|By: |  | /s/DANIEL L. SPALDING |  |                   
|--- |  | --------------------- |  | ------------------
|    |  | Name:                 |  | Daniel L. Spalding
|    |  | Title:                |  | President         

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Exhibit A*

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LOAN AND SERVICING AGREEMENT
Dated as of March 17, 2000

Among

TRM INVENTORY FUNDING TRUST
as Borrower

TRM ATM CORPORATION
in its individual capacity and as Servicer

AUTOBAHN FUNDING COMPANY LLC
as Lender

DG DZBANK
AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK
AGFRANKFURT AM MAINas Administrative Agent

and as Liquidity Agent

andKEYBANK

U.S. BANKNATIONAL ASSOCIATION
as Liquidity Agent and Collateral Agent

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LOAN AND SERVICING AGREEMENT        Dated as of March 17, 2000

THIS IS A LOAN AND SERVICING AGREEMENT, among TRM INVENTORY FUNDING TRUST, a Delaware business trust ("Borrower"),
TRM ATM CORPORATION, an Oregon corporation, individually ("TRM ATM") and as initial servicer (in such capacity, the
"Servicer"), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company ("Lender"),
DGDZBANK AG,DEUTSCHEZENTRAL-GENOSSENSCHAFTSBANK
AGFRANKFURT AM MAIN ("DZ Bank"), as administrative agent for Lender (in such
capacity, the "Administrative Agent"), and KEYBANK NATIONAL ASSOCIATION, a national banking association
("KeyBank"), as liquidity agent for Liquidity Providers (in such capacity, the "Liquidity
Agent"),andU.S. BANK NATIONAL
ASSOCIATION,as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent"). Unless
otherwise indicated, capitalized terms used in this Agreement are defined inAppendix A.

Background

1.    Borrower
intends to borrow Loans from the Lender and sell Certificates to the Lender. Borrower has requested Lender and Lender has agreed, subject to the terms and
conditions contained in this Agreement, to make such Loans to and purchase the Certificates from Borrower from time to time during the term of this Agreement, which Loans will be secured by a security
interest in all of the assets of Borrower.

2.    The
Servicer has agreed to undertake certain servicing obligations for the benefit of the Secured Parties and Borrower as set forth herein.

NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I.        LOANS; CERTIFICATES

SECTION
1.01Commitments to Lend; Limits on Lender's Obligations.Upon the terms and subject to Article 5and
the other conditions of this Agreement, from time to time prior to the Termination Date, Borrower may request that Lender make
loans to Borrower on a revolving basis secured by a Lien on all of the assets of Borrower (each, a "Loan") and Lender shall make such Loans; providedthat
(i) no Loan shall be made by Lender if, after giving effect thereto, the sum of the Face Amount of all Commercial Paper Notes
issued by Lender with respect to the Transaction Documents plus the aggregate principal or certificate balance of all Loans and Certificates funded other than through the issuance of Commercial Paper
Notes would exceedan amount equal to the lesser of (a)$22,000,000, except 30,000,000,as such amount is increased from
time to time with the consent of the Administrator, the Administrative Agent
and the Liquidity Agent (the "Facility Limit")and (b) the product of (x) the Aggregate Letter of
Credit Amount multiplied by (y) 20; (ii) no Loan shall be made by Lender if, after giving effect thereto, the AggregateLetter of Credit
Stated Amount does not at least equal the Letter of
Credit Required Amount, and (iii) each Borrowing made pursuant to thisSection 1.01shall have an initial principal amount of at least
$250,000 and shall be in integral multiples of $1,000, unless otherwise approved by the Administrative Agent and the Liquidity Agent.

SECTION
1.02Borrowing Procedures; Principal Amount.



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SECTION
1.03Security Interest.Each
ofBorrowerand the Owner Trusteehereby
grants, to the extent of their respective interests therein,to the Collateral Agent, for the benefit of the Secured
Parties, a first priority continuing lien and security interest in all of the assets of Borrower (including, without limitation, all of Borrower's cash and currency, accounts, chattel paper,
instruments, general intangibles, deposit accounts, inventory, investment property, equipment, rights underSections 1.05and 1.06hereof and all other
personal property of Borrower), whether now owned or hereafter acquired, wherever located, and including proceeds of the
foregoing.For the avoidance of doubt, the above grant shall include all amounts due and payable by any Person (including, without limitation, settlement banks)
to the Borrower.Such lienliensand security
interestinterestsshall secure all of Borrower's obligations hereunder, including,
without limitation, the payments of principal of, and interest on, the Note (and the Loans evidenced thereby).

SECTION
1.04Purchase of Certificates.On the date of the first Borrowing under Section 1.01, the Borrower shall
sell to the Lender and the Lender shall purchase from the Borrower Certificates with an initial outstanding
certificate balance of $891,000 for a purchase price equal to such outstanding certificate balance. In addition, if the Facility Limit hereunder is increased with the consent of the Administrative
Agent and the Liquidity Agent, the Borrower may sell additional Certificates to the Lender on the first Borrowing Date following any such increase (provided that 1% of any additional Certificates
shall be sold to GSS Holdings, Inc.). Lender shall make available to the Administrative Agent an amount equal to the outstanding principal balance of the Certificates purchased on the
applicable purchase date, and, after receipt by the Administrative Agent of such funds, the Administrative Agent will deposit such funds into one or more Disbursement Accounts specified by the
Servicer.

SECTION
1.05Use of Proceeds; Provision of Cash.The Borrower covenants and agrees to use all proceeds of the
Loans and sale of the Certificates solely to provide Cash to TRM ATM for use by TRM ATM in the ATM's ATMs. TRM ATM hereby covenants and agrees that the Borrower shall be the sole
and exclusive source of cash for
its ATMsautomated teller machines owned or leased by TRM ATMin the United States
of America and until the Final Payout Date hereunder it will not permit cash from any other cash provider to be placed in suchautomated teller machines
(including allATMs); provided that Borrower shall not be the cash provider for Rejected ATMs, and any Person may permit
cash from other cash providers to be placed in Rejected ATMs. In no event shall any Cash be placed in any Rejected ATM. TRM ATM hereby appoints the
Borrower as its cash providerfor all automated teller machines owned or leased by TRM ATM in the United States of America (other than Rejected
ATMs),and the Borrower hereby accepts such appointment.At no time shall any funds from other cash providers be placed in
any ATM or the ATM Fee Settlement Account, the Credit Balance Settlement Account, any Disbursement Account, any account created pursuant to Section 3.04 or any other account created in
connection herewith.

TRM
ATM hereby acknowledges and agrees that all right, title and interest in and to any and all Cash provided by the Borrower to TRM ATM or its agents or subcontractors for use in the
ATMs is

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and shall remain the sole and separate property of the Borrower. TRM ATM expressly acknowledges that the Cash supplied to the ATMs is not, and is not intended to be, a loan from the Borrower
to TRM ATM. If, however, notwithstanding the intent of the Borrower and TRM ATM, the provision of Cash by Borrower to TRM ATM is determined to be a loan by the Borrower to TRM ATM, then TRM ATM hereby
grants to the Borrower (which Borrower has assigned to the Collateral Agent for the benefit of the Secured Parties) a security interest in all of TRM ATM's right, title and interest in and to the Cash
(whether in the form of currency, credit balances in Networks or otherwise), now existing and hereafter created, to secure a loan in an amount equal to the Outstanding Facility Amount. TRM ATM shall
acquire no right, title or interest in any Cash or the proceeds thereof wherever located, including, without limitation, Cash (whether in the form of currency, credit balances in a Network or
otherwise) in the possession of a Transportation Agent, any other agent or subcontractor of TRM ATM, a Processing Agent or at an ATM, in the Credit Balance Settlement Account or in any other account.
Notwithstanding the foregoing and any other provision in the Transaction Documents, the parties hereto acknowledge and agree that solely for federal, state and local income tax purposes, for purposes
of any other taxes imposed upon, measured by or based upon gross or net income, and for franchise tax purposes, Borrower shall be treated (i) as having made a loan or series of loans to TRM ATM
and (ii) as holding such Cash as security for the obligations of TRM ATM (as borrower) to Borrower.

TRM
ATM hereby acknowledges that the Borrower has granted to the Collateral Agent, on behalf of the Secured Parties, a security interest in all of the assets of the Borrower, including,
without limitation, the Cash and any credit balances in the Networks resulting from the dispensing of Cash at ATMs. If TRM ATM has, or is declared or deemed to have, possession of any Cash
(whether in the form of currency, credit balances in a Networks or otherwise), TRM ATM agrees that it shall hold all such Cash as custodian and bailee on behalf of the Collateral Agent for purposes of
perfecting the Collateral Agent's security interest in such Cash.

SECTION
1.06Cash Provision Fee.In consideration for the Borrower agreeing to provide Cash to TRM ATM for use
in the ATMs owned or leased by TRM ATM, TRM ATM agrees to pay to the Borrower in arrears on each Cash Provision Fee Payment Date the Cash Provision Fee which shall have accrued through such
date. TRM ATM covenants and agrees that it shall cause all ATM Fees to be deposited by the applicable Processing Agent directly into the ATM Fee Settlement Account.

In
order to secure and provide for the payment of the TRM Secured Obligations, TRM ATM hereby grants to the Borrower (which Borrower has assigned to the Collateral Agent for the benefit
of the Secured Parties), a security interest in all of TRM ATM's right, title and interest in and to all of the fees and charges earned or received in connection with all cash withdrawal or other
types of transactions initiated at ATMs (including, without limitation, all Surcharge Fees, Interchange Fees, processing fees and other fees and charges, whether in the form of a credit to the
ATM Fee Settlement Account, electronic funds, or otherwise ("ATM Fees")), whether now owned or hereafter acquired or accrued. If an Event of Default or
Servicer Event of Default has occurred and is continuing, the
Collateral Agent shall be permitted to retain (and TRM ATM hereby authorizes the Collateral Agent to retain and apply) all ATM Fees in the ATM Fee Settlement Account and withdraw amounts as necessary
to pay the TRM Secured Obligations as they become due and payable in accordance withSection 3.03(d).

Prior
to anUntil such time as TRM ATM shall have received notice from the Lender (or the Administrative
Agent on behalf of the Lender) of the occurrence of anyEvent of Default
or,Servicer Event of Defaultor Unmatured
Event of Default, TRM ATM shall be permitted to withdraw ATM Fees from the ATM Fee Settlement Account in its discretion.

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ARTICLE II.        NOTE

SECTION
2.01Note.The Loans shall be evidenced by a promissory note (as from time to time supplemented,
extended, amended or replaced, the "Note"), substantially in the form set forth inExhibit 2.01,
with appropriate insertions, dated the date hereof, payable to the order of Lender in the initial maximum principal amount of $29,100,000 on the Maturity Date. If the Facility Limit is increased
pursuant toSection 1.01, the Note shall be replaced by a promissory note, substantially in the form of the existing Note, with appropriate
changes to reflect an increased maximum principal amount to coincide with the increased Facility Limit. Upon receipt of a new Note satisfactory to Lender, Lender shall cause the existing Note to be
destroyed. Principal of, and interest on, the Loans shall be paid from time to time as set forth inSection 3.03. Borrower shall have the right
to prepay all or any portion of the Loans in full on any Settlement Date,providedthat Borrower notifies the Administrative Agent of such intention to
prepay the Loans in a notice delivered on the related Reporting Date preceding such Settlement Date. Any such prepayment under thisSection 2.01shall
be accompanied by all accrued and unpaid interest on the Loans, the payment of a $20,000 prepayment fee to the Liquidity Agent (the "Prepayment Fee") and all
other amounts then due hereunder.Upon any prepayment in full of the Loan prior to the Maturity Date, TRM agrees to pay the Lender a prepayment fee (the
"Prepayment Fee") in accordance with the terms of the Fee Letter.The Administrative Agent shall record in its records, or at its option on the schedule attached
to the Note, the date and amount of each Loan made hereunder, the interest rate with respect thereto (as determined underSection 2.02), each
repayment thereof, and the other information provided for thereon. The aggregate unpaid principal amount so recorded shall be rebuttable presumptive evidence of the principal amount owing and unpaid
on the Note. The failure so to record any such information or any error in so recording any such information shall not, however, limit or otherwise affect the actual obligations of Borrower hereunder
or under the Note to repay the principal amount of all Loans, together with all interest accruing thereon, as set forth in this Agreement.

SECTION
2.02Interest on Loans and Yield on Certificates.Each Loan and each Certificate shall accrue interest
or yield, respectively, during each Settlement Period at a rate equal to the Interest Rate or Yield Rate, as applicable, as in effect for such Settlement Period for such Loan or Certificate, which
interest or yield, as applicable, shall be payable on each Settlement Date as set forth inSection 3.03. Interest and yield shall be payable on
each Settlement Date for the Settlement Period related to such Settlement Date from amounts distributed pursuant toSection 3.03.

SECTION
2.03General Procedures.No outstanding principal or certificate balance shall be considered reduced by
any allocation, set aside or distribution of any portion of Collections or any other payment unless such Collections or other payment shall have been actually delivered to the applicable Secured Party
pursuant hereto. No principal or interest or certificate balance or yield shall be considered paid by any distribution of any portion of Collections or any other payment if at any time such
distribution or payment is rescinded or must otherwise be returned for any reason. No provision of this Agreement shall require the payment or permit the collection of interest in excess of the
maximum permitted by Applicable Law.

SECTION
2.04Commitment Fee.Borrower agrees to pay to the Lender a commitment fee (the
"Commitment Fee") for each day, from the date hereof to the Termination Date, equal to inthe product of (x)amount set forth
inthe Facility Limit, minus the Outstanding Facility Amount on such day, times (y) 0.30%, divided by
(z) 360.Fee Letter.The Commitment Fee shall be paid in arrears, on each Settlement Date as set
forth inSection 3.03and on the Termination Date, in the amount that shall have accrued during the Settlement Period (or portion thereof)
related to such Settlement Date or other period then ending and which shall not have been previously paid.

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SECTION
2.05Registration; Registration of Transfer and Exchange of Notes.(a) The Owner Trustee shall be the
Note Registrar hereunder. The Note Registrar shall keep or cause to be kept, at its address set forth on the signature page hereof, a Note Register in which, subject to such reasonable regulations as
it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as provided herein;provided,
however, that no Note may be subdivided in denominations less than $100,000 or integral multiples of $1,000 upon any transfer or exchange.



ARTICLE III.        SETTLEMENTS

SECTION
3.01Accounts; Investments.



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SECTION
3.02Collection of Moneys.If at any time Borrower or the Servicer shall receive any payment on or in
respect of any Pool Asset, it shall hold such payment in trust for the benefit of the Collateral Agent and the other Secured Parties, shall segregate such payment from the other property of Borrower
or the Servicer, as the case may be, and shall, promptly upon receipt, deliver such payment in the form received to the Collateral Agent for deposit into the Credit Balance Settlement Account.

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SECTION 3.03Settlement.



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SECTION
3.04Letter of Credit Matters.



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SECTION
3.05Payments and Computations, Etc.



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ARTICLE IV.        YIELD PROTECTION

SECTION
4.01[Reserved.]

SECTION
4.02Yield Protection.



and
the result of any of the foregoing is or would be



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then
within thirty dayson the first Settlement Dateafter demand by such Affected
Party (which demand shall be accompanied by a statement setting forth the basis of such demand), Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate
such Affected Party for such additional or increased cost or such reduction.



SECTION
4.03Funding Losses.In the event that any Affected Party shall incur any loss or expense (including any
loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make or maintain any liquidity funding under the Liquidity
Agreement) as a result of (i) any payment being made on any day other than on a Settlement Date, or (ii) any Borrowing not being made in accordance with a request therefor under Section 1.02, then, upon written notice from the Administrative Agent or the Liquidity Agent to Borrower and Servicer, Borrower shall pay to the
applicable Affected Party the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and
binding upon Borrower.

SECTION
4.04Taxes.Any and all payments by the Borrower, the Administrator or the Servicer hereunder shall be
made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, net
income taxes that are imposed by the United States and franchise taxes and net income taxes that are imposed by the state or foreign
jurisdiction under the laws of which the payee is organized or conducts business or any political subdivision thereof, and also not including such amounts resulting from any income tax filing by
Certificateholders inconsistent with the characterization of advances by the Borrower to TRM ATM as a loan or series of loans for federal income tax purposes other than any such filing required by any
taxing authority (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as
"Taxes"). If Borrower, the Administrator or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to
the Lender or the Administrative Agent, (i) the Borrower, the Administrator or the Servicer, as the case may be, shall make an additional payment to the payee in an amount sufficient so that,
after making all required deductions (including deductions applicable to additional sums payable under this section), the payee receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower, the Administrator or the Servicer, as the case may be, shall make such deductions and (iii) the Borrower, the Administrator or the

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Servicer, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

If,
in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to the Lender in connection with this Agreement or the
funding or maintenance of the Loans and/or Certificates hereunder, the Lender is required to compensate a bank or other financial institution providing such liquidity support, credit enhancement or
other similar support in respect of taxes under circumstances similar to those described in this section then upon written demand by the Lender, the Borrower, the Administrator or the Servicer shall
pay to the Lender such additional amount or amounts as may be necessary to reimburse such Lender for any amounts paid by it.

ARTICLE V.        CONDITIONS OF BORROWINGS

SECTION
5.01Conditions Precedent to Initial Borrowing.The initial Borrowing hereunder is subject to the
condition precedent that each of the Administrative Agent and the Liquidity Agent shall have received, on or before the date of such Borrowing, the following, each (unless otherwise indicated) dated
such date and in form and substance satisfactory to the Administrative Agent and the Liquidity Agent:



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SECTION
5.02Conditions Precedent to All Borrowings.Each Borrowing (including the initial Borrowing) hereunder
shall be subject to the further conditions precedent that on the date of such Borrowing the following statements shall be true (and Borrower by accepting the amount of such Borrowing shall be deemed
to have certified that):



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ARTICLE VI.        REPRESENTATIONS AND WARRANTIES

SECTION
6.01Representations and Warranties of Borrower.Borrower represents and warrants as follows:



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SECTION
6.02Representations and Warranties of the Servicer and TRM ATM.Each of the Servicer and TRM ATM
represents and warrants as follows:



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ARTICLE VII.        GENERAL COVENANTS OF BORROWER

SECTION
7.01Affirmative Covenants of Borrower.From the date hereof until the Final Payout Date, Borrower will,
unless the Administrative Agent and the Liquidity Agent shall otherwise consent in writing:



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SECTION
7.02Reporting Requirements of Borrower.From the date hereof until the Final Payout Date, Borrower will
(or will cause the Servicer to), unless the Administrative Agent and the Liquidity Agent shall otherwise consent in writing, furnish to the Administrative Agent and the Liquidity Agent:



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SECTION
7.03Negative Covenants of Borrower.From the date hereof until the Final Payout Date, Borrower will
not, without the prior written consent of the Administrative Agent and the Liquidity Agent:



SECTION
7.04Covenants of TRM ATM.From the date hereof until the Final Payout Date, TRM ATM will, unless the
Administrative Agent and the Liquidity Agent shall otherwise consent in writing:



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SECTION
7.05Separate Existence.Borrower hereby acknowledges that the Secured Parties are entering into the
transactions contemplated by the Transaction Documents in reliance upon Borrower's identity as a legal entity separate from TRM and its Affiliates. Therefore, from and after the date hereof, Borrower
and the Servicer shall take all steps specifically required by this Agreement or reasonably required by the Administrative Agent or the Liquidity Agent to continue Borrower's identity as a separate
legal entity and to make it apparent to third Persons that Borrower is an entity with assets and liabilities distinct from those of any other Person and is not a division of any other Person. Without
limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, each of Borrower and Servicer shall take such actions as shall be required in
order that:



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ARTICLE VIII.        ADMINISTRATION AND COLLECTION

SECTION
8.01Servicer to Act.Borrower hereby appoints TRM ATM as Servicer to perform the duties with respect to
the provision of Cash to ATMs as contemplated by this Agreement. Such services shall include: (i) entering into and enforcing the Servicer's and Borrower's rights under Automated Teller
Machine Cash Services Agreements, Armored Car Carrier Addendums, Processing Service Agreements and any other agreements necessary to provide cash for the ATMs, (ii) making claims under any
insurance policies covering the Cash, (iii) preparing reports with respect to the ATM Fee Settlement Account, Credit Balance Settlement Account and Disbursement Accounts activity and Cash
maintenance, (iv) maintaining a list of (A) the location of each ATM receiving Cash, (B) each Transportation Agent (with a contact person and telephone number), and
(C) each Processing Agent (with contact person and telephone number), (v) maintaining records with respect to the amount of Cash located in each ATM at any time and
(vi) instructing the Administrative Agent and the Collateral Agent, as applicable, as to which Disbursement Accounts Cash is to be deposited for distribution to the applicable Transportation
Agents. The Servicer covenants and agrees that under no circumstances will it direct any Cash to be deposited into any account other than a Disbursement Account or the Credit Balance Settlement
Account. In addition, no transportation agent, depository bank, armored car carrier or processing agent shall be utilized by the Servicer unless such Person has been approved in writing by the
Administrative Agent and the Liquidity Agent (such approval shall not be unreasonably withheld) and otherwise satisfies the definition of "Transportation Agent," "Depository Bank," "Armored Car
Carrier" and "Processing Agent," as applicable;provided, that TRM ATM may enter into approved Automated Teller Machine Cash Services Agreements with
Qualified Transportation Agents.; and provided, further, however, that upon the occurrence of an NCR Event, NCR shall be
deemed not to be a Qualified Transportation Agent, any prior approval that may have been given by the Administrative Agent or the Liquidity Agent with respect to NCR shall be revoked and the Servicer
shall replace NCR, in each of the above capacities in which NCR is at such time acting, within 120 days of its knowledge of such NCR Event with a Person otherwise meeting the requirements of
this Section 8.01.The Servicer shall perform, and shall have full power and authority to perform, subject to the requirements and limitations set forth
in this Agreement, any and all things in connection with such

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servicing that are consistent with all Applicable Laws and consistent with customary practices of servicers performing similar functions, but in performing its duties hereunder, the Servicer will act
on behalf of and for the benefit of Borrower and the Secured Parties. If any Processing Agent is Disconnected for more than 48 consecutive hours, the Servicer shall instruct all Transportation Agents
servicing ATMs for which such Processing Agent is acting as "Processing Agent" to cease depositing
Cash in such ATMs and remove all Cash from such ATMs on the earlier of (i) two (2) Business Days prior to the next Settlement Date and (ii) the next cycled service
visit to such ATM and deposit such Cash in the Credit Balance Settlement Account.

SECTION
8.02Insurance.The Servicer shall maintain, or cause to be maintained for Borrower's account, with
respect to the Cash insurance covering losses resulting from ATM malfunction, theft, fraud, fire, and any other items as may be reasonably requested by the Administrative Agent or the Liquidity Agent
in the amounts specified in ExhibitSchedule8.02.II.The SuchServicer policyshallname the Collateral Agent, for the benefit of the Secured Parties, as
the loss payee. In addition, the Servicer shall maintain with respect to Servicer's officers and directors one or more D&O insurance policies with an aggregate amount of coverage equal to not less
than (i) at all times prior to July 1, 2002, $15,000,000 and (ii) at all times on and after July 1, 2002, the lesser of (a) the Facility Limit and (b) the
product of (x) the Aggregate Letter of Credit Amount multiplied by (y) 20. The Servicer shall (i)cause such each of theinsurance policiesidentified
aboveto be issued by reputable insurance companies with claims paying ratings of at least "A" by Standard & Poor's and "Aa1" by
Moody's. In addition, the Servicer shalland (ii)cause each such insurance policy
to provide that (i) it may not be cancelled, amended or terminated without at least 30 days prior written notice to Borrower and the Collateral
Agentand (ii) the Collateral Agent, for the benefit of the Secured Parties, is the loss payee. The Servicer shall promptly file and shall diligently
pursue any claims with respect to the Cash with the applicable insurer, and shall deposit all proceeds received in connection therewith in the Credit Balance Settlement Account within one
(1) Business Day of receipt. Upon any failure of the Servicer to take any such actions, the Collateral Agent shall have the right to take any such actions in its place and stead and shall, at the direction of the
Administrative Agent, take any such actions in its place and stead,and the Servicer
shall cooperate with the Collateral Agent in taking any such action. Within three (3) Business Days of obtaining knowledge of any loss with respect to the Cash which is required to be covered
by insurance pursuant to this Agreement, the Servicer shall deposit the full amount of such loss into the Credit Balance Settlement Account. Upon receipt by the Servicer or the Collateral Agent of the
proceeds of any claim made with respect to any such loss for which the Servicer has advanced a loss payment pursuant to the preceding sentence, such proceeds shall be paid to the Servicer in
reimbursement of its payment and shall not constitute Collections to be distributed in accordance withSection 3.03. Each of the Borrower and the
Servicer covenants and agrees not to amend or terminate any such insurance policy without the prior written consent of the Liquidity Agent.

SECTION
8.03Reporting.The Servicer shall deliver to Borrower, the Administrative Agent and the Liquidity Agent
the following:



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SECTION
8.04Books and Records.The Servicer shall keep and maintain, or cause to be kept and maintained,
accurate and complete books and records for Borrower.

SECTION
8.05Servicer Representations.The Servicer covenants and agrees that each delivery of a Servicing
Report shall be deemed to be a representation and warranty by the Servicer that (i) all information in such Servicing Report is true and accurate in all material respects, (ii) the
Servicer is in compliance with all of its agreements and covenants set forth in the Transaction Documents, (iii) no Servicer Event of Default or Event of Default has occurred and is continuing,
and (iv) the representations and warranties of the Servicer contained in the Transaction Documents (including, without limitation, Section 7.05of the Loan and Servicing Agreement) are true
and correct in all material respects as if made on the date of the execution of such
Servicing Report.

SECTION
8.06Costs of Servicing; Servicer's Fee.(a)Costs of
Servicing.All costs of servicing in the manner required by thisArticle VIIIshall be borne by the Servicer. The
Servicer shall be entitled to receive the servicing fee (the "Servicing Fee") in the amount described in Section 8.06(b).



SECTION
8.07Successor Servicer.Upon the occurrence of any Servicer Event of
Default, the Termination Date,or any Event of Default, the Collateral Agent may shall (i) if so directed by the Administrative Agent, designate a
new Servicer for purposes of liquidating the facility
andgive notice to Servicer that a new Servicer has been designatedfor such purposes or (ii) if so directed by the
Administrative Agent, give notice to Servicer that no new Servicer has been appointed by the Collateral Agent and that the Collateral Agent will assume all of the rights and responsibilities of the
Servicer hereunder for purposes of liquidating the facility. Upon receipt by Servicer of such anynoticein accordance with
clause (i) or
(ii) above, it shall terminate its activities as Servicer hereunder in a manner that the Collateral Agent believes will facilitate the transition of the
performance of such activities to a new Serviceror the Collateral Agent, as the case may be. Any new Servicer must agree
in writing to perform the duties and obligations of the "Servicer" pursuant to the terms hereof. The Collateral Agent shall provide each Rating Agency with notice of any change in the Servicer.

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The
Servicer hereby agrees to cooperate withthe Collateral Agent andany successor to the Servicer appointed
in accordance herewith in effecting the termination and transfer of the responsibilities and rights of the Servicer hereunder to the Collateral Agent or any successor to the Servicer, including,
without limitation, the transfer to theCollateral Agent or to thesuccessor to the
Servicer, as applicable,for administration by it of all Cash which shall at the time be held by the Servicer or thereafter
received with respect to the Assets Pool. In addition, upon the appointment of any successor Serviceror the assumption by the Collateral Agent of the Servicer's
rights and responsibilities hereunder, the Servicer shall obtain and/or assign tothe Collateral Agent
orsuch successor any license or approval required for the use of any program used by the Servicer in the servicing of the Assets Pool. The Servicer hereby
designatesthe Collateral Agent orany successor to the Servicer as its agent and attorney-in-fact
to execute transfers of financing statements and any other filings or instruments which may be necessary or advisable to effect such transfer of the Servicer's responsibilities and rights hereunder.

SECTION
8.08Bailee for Lender.The Servicer hereby acknowledges that Borrower has granted to the Collateral
Agent, for the benefit of the Secured Parties, a security interest in all of the assets of Borrower, including, without limitation, the Cash and any credit balances in a Network resulting from the
dispensing of Cash at ATMs. If the Servicer has, or is deemed to have, possession of any Cash (whether in the form of cash, credit balances in a Network or otherwise), the Servicer agrees that
it shall hold all such Cash as custodian and bailee on behalf of the Collateral Agent for the purposes of perfecting the security interest of the Secured Parties in such Cash.

ARTICLE IX.        EVENTS OF DEFAULT

SECTION
9.01Events of Default.The following events shall eachbean"EventsEventof
Default" hereunder:



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SECTION 9.02Remedies.



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ARTICLE X.        THE ADMINISTRATIVE AGENT; COLLATERAL AGENT

SECTION
10.01Authorization and Action.Pursuant to agreements entered into with the Administrative Agent,
Lender has appointed and authorized the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers as are reasonably incidental thereto.

SECTION
10.02Administrative Agent's and Collateral Agent's Reliance, Etc.The Administrative Agent, the
Collateral Agent and their directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with the Transaction Documents
(including, without limitation, the servicing, administering or collecting of Pool Assets as Servicer pursuant toSection 8.01), except for its
or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Administrative Agent and the Collateral Agent: (a) may consult with legal
counsel (including counsel for Borrower), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Secured Party or any other holder of any interest in Assets Pool and
shall not be responsible to any Secured Party or any such other holder for any statements, warranties or representations made in or in connection with any Transaction Document; (c) shall not
have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of Borrower or the Servicer or to
inspect the property (including the books and records) of Borrower or the Servicer; (d) shall not be responsible to any Secured Party or any other holder of any interest in the Assets Pool for
the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement by
acting upon any notice (including notice by telephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimile or telex) in good faith believed by it to
be genuine and signed or sent by the proper party or parties.

SECTION
10.03The Liquidity Agent, the Collateral Agent, the Administrative Agent and Affiliates.The Liquidity
Agent, the Collateral Agent, the Administrative Agent and any of their respective Affiliates may generally engage in any kind of business with Borrower or the Servicer, any of their respective
Affiliates and any Person who may do business with or own securities of Borrower or the Servicer or any of their respective Affiliates, all as if they were not the Administrative Agent, Collateral
Agent and the Liquidity Agent, respectively, and without any duty to account therefor to any Secured Party or any other holder of an interest in the Assets Pool.

SECTION
10.04Appointment and Powers of Collateral Agent.The Secured Parties hereby appoint the Collateral
Agent as their agent hereunder and hereby authorize the Collateral Agent to take such action on their behalf and to exercise such rights, remedies, powers and privileges hereunder as are specifically
authorized to be exercised by the Collateral Agent by the terms hereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. The parties hereto agree that
the Collateral Agent shall not be required to exercise any discretion or take any action or refrain from taking any action in its capacity as Collateral Agent, but shall only be required to act or
refrain from acting in such capacity (and shall be fully protected in so acting or refraining from acting) upon the instruction of the Majority Liquidity Providers. The Collateral Agent shall be
entitled to retain experts and to act in reliance upon the advice of such experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with the advice of such experts selected by it. The relationship between the Collateral Agent and each of the Secured Parties
is that of Collateral Agent

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and principal only, and nothing herein shall be deemed to constitute the Collateral Agent a trustee for any of the Secured Parties or impose on the Collateral Agent any obligations other than those
for which express provision is made herein.

If
the Collateral Agent receives unclear or conflicting instructions, it shall be entitled to refrain from taking action until clear or non-conflicting instructions are
received, but shall inform the instructing party or parties promptly of its decision to refrain from taking such action. Except as required by the specific terms of this Agreement, the Collateral
Agent shall have no duty to exercise any right, power, remedy or privilege granted to it hereby, or to take any affirmative action hereunder, unless directed to do so by the Majority Liquidity
Providers (and shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding on the Secured Parties), and shall not, without the prior approval of the
Majority Liquidity Providers, waive any default on the part of Borrower or the Servicer. Notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any action
(i) which the Collateral Agent has determined will expose the Collateral Agent to personal or financial liability, unless indemnified to its satisfaction, or (ii) which is contrary to
this Agreement, the other Transaction Documents, or applicable law.

The
Collateral Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been given,
signed or sent by the proper Person or Persons. The Collateral Agent shall be entitled to assume that no Event of Default shall have occurred and be continuing, unless an
officera Responsible Officerof the Collateral
Agent has actual knowledge thereof or the Collateral Agent has received written notice thereof from the Secured Parties.

Each of the Borrower, the Owner Trustee, TRM ATM and the Servicer hereby authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, relative to all or any part of the collateral in which an interest is granted, or is purported to be granted, hereby, without the signature of the
Borrower, the Owner Trustee, TRM ATM or the Servicer, as the case may be, where permitted by law. The Collateral Agent shall, at the direction of the Lender or the Administrative Agent, file any
financing statements or amendments thereto as the Lender or the Administrative Agent may provide to the Collateral Agent; provided that absent any such instruction, the Collateral Agent shall have no
obligation to file any such financing statements or amendments. In addition, Collateral Agent shall, at the direction of Borrower, file any continuation statements provided to it by Borrower, provided
that absent any such instruction and the provision of such continuation statements, the Collateral Agent shall prepare and file all continuation statements necessary to maintain a first priority
perfected security interest in all of the assets of Borrower which may be perfected by filing a financing statement under the UCC.

SECTION 10.05Collateral Agent and
Employees of the Collateral Agent.



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SECTION
10.06Successor Agent.The Collateral Agent acting hereunder at any time may resign by an instrument in
writing addressed and delivered, 60 days prior to the effectiveness of such resignation, to each of the Liquidity Providers, the Liquidity Agent, the Lender, and the Borrower, and may be
removed at any time with cause by an instrument in writing duly executed by or on behalf of the Majority Liquidity Providers. Subject to the provisions hereof, the Majority Liquidity Providers shall
also have the right to appoint a successor to the Collateral Agent upon any such resignation or removal, by an instrument of substitution complying with the requirements of applicable law, or, in the
absence of any such requirements, without any formality other than appointment and designation in writing. Upon the making and acceptance of such appointment, the execution and delivery by such
successor Collateral Agent of a ratifying instrument pursuant to which such successor Collateral Agent agrees to assume the duties and obligations imposed on the Collateral Agent by the terms of this
Agreement, and the delivery to such successor Collateral Agent of the Collateral, and documents and instruments then held by the retiring Collateral Agent, such successor Collateral Agent shall
thereupon

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succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the retiring
Collateral Agent, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Collateral Agents hereunder. No removal or resignation of the
Collateral Agent shall be effective unless and until a successor Collateral Agent has been duly appointed, and the appointment of such successor Collateral Agent has been accepted by such successor
Collateral Agent. No Collateral Agent shall be discharged from its duties or obligations hereunder until the Collateral and documents and instruments then held by such retiring Collateral Agent shall
have been transferred or delivered to the successor Collateral Agent in its capacity as bank or trust company, until such retiring Collateral Agent shall have executed and delivered to the successor
Collateral Agent appropriate instruments substituting such successor Collateral Agent for purposes of this Agreement and assigning the retiring Collateral Agent's interest in the Collateral, to the
successor Collateral Agent. If no successor Collateral Agent shall be appointed, as aforesaid, or, if appointed, shall not have accepted its appointment, within 30 days after notice of
resignation or removal of the retiring Collateral Agent, then, subject to the provisions hereof, the retiring Collateral Agent may appoint a successor Collateral Agent with the written consent of the
Liquidity Agent. Each such successor Collateral Agent shall provide Borrower, the Administrator the Lender, each Liquidity Provider and the Liquidity Agent with its address and telephone numbers.
Notwithstanding the resignation or removal of any Collateral Agent hereunder, the provisions of thisArticle Xshall continue to inure to the
benefit of such retiring Collateral Agent in respect of any action taken or omitted to be taken by such retiring Collateral Agent in its capacity as such while it was Collateral Agent under this
Agreement. Borrower shall provide prompt notice to each Rating Agency and the Administrative Agent of the appointment of a successor Collateral Agent.

ARTICLE XI.        ASSIGNMENT OF LENDER'S INTEREST

SECTION
11.01Restrictions on Assignments.



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SECTION
11.02Rights of Assignee.Upon the assignment by Lender in accordance with this Article XI, the assignee
receiving such assignment shall have all of the rights of Lender with respect to the Transaction Documents and the
Assets Pool (or such portion thereof as has been assigned).

SECTION
11.03Evidence of Assignment.Any assignment of the Commitment, the Note, the Certificates and the
Assets Pool (or any portion thereof) to any Person may be evidenced by such instruments or documents as may be satisfactory to the Lender.

ARTICLE XII.        INDEMNIFICATION

SECTION
12.01Indemnities by Borrower and Administrator.



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---



SECTION
12.02Indemnities by Servicer.



SECTION
12.03Indemnities by TRM ATM.



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ARTICLE XIII.        MISCELLANEOUS

SECTION
13.01Amendments, Etc.No amendment or waiver of any provision of this Agreement nor consent to any
departure by Borrower or Servicer therefrom shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto. The parties acknowledge that, before entering
into such an amendment or granting such a waiver or consent, Lender may also be required to obtain the approval of some or all of the Liquidity Providers or to obtain confirmation from the Rating
Agencies that such amendment, waiver or consent will not result in a withdrawal or reduction of the ratings of the Commercial Paper Notes.

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SECTION 13.02Notices, Etc.All notices and other communications provided for hereunder shall, unless
otherwise
stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by express mail or by overnight courier service, or by courier, or by certified mail, postage
prepaid, or by facsimile, to the intended party at the address or facsimile number of such party set forth under its name on the signature pages hereof or at such other address or facsimile number as
shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or
courier or if sent by certified mail, when received, and (b) if transmitted by facsimile, when sent, receipt confirmed by telephone.

SECTION
13.03No Waiver; Remedies.No failure on the part of the Administrative Agent, Liquidity Agent, any
other Secured Party 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
13.04Binding Effect; Survival.This Agreement shall be binding upon and inure to the benefit of
Borrower, the Administrative Agent, the Lender, TRM ATM, the Servicer, the Collateral Agent, the Liquidity Agent and their respective successors and permitted assigns, and the provisions of Section 4.02andArticle XIIshall inure to the benefit of the Indemnified Parties,
respectively, and their respective successors and permitted assigns;provided, however, nothing in the foregoing shall be deemed to authorize any
assignment not permitted bySection 11.01. This Agreement shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until the Final Payout Date. The indemnification and payment provisions of Article XIIandSections 4.02,
4.04, 13.05, 13.06, 13.07and 13.15, subject to the limitations, if any, set forth therein, shall be continuing and shall survive any termination of this Agreement.

SECTION
13.05Costs, Expenses and Taxes.In addition to its obligations under Article XII, TRM ATM, as
Administrator, agrees to pay on demand:



SECTION
13.06No Proceedings.Borrower, the Servicer, TRM ATM, the Collateral Agent and the Liquidity Agent,
each hereby agrees that it will not institute against Lender, or join any other Person in instituting against Lender, any insolvency proceeding (namely, any proceeding of the type referred to in the
definition of Event of Bankruptcy) so long as any commercial paper issued by Lender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which

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any such commercial paper shall have been outstanding. The foregoing shall not limit Borrower's, TRM ATM's, the Servicer's, the Collateral Agent's or the Liquidity Agent's right to file any claim in
or otherwise take any action with respect to any insolvency proceeding that was instituted by any other Person. The Servicer hereby agrees that it will not institute against Borrower, or join any
other person in instituting against Borrower, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of "Event of Bankruptcy") so long as any debt of Borrower
shall be outstanding hereunder, the Certificates are outstanding or there shall not have elapsed one year plus one day since the last day on which any such debt or the Certificates shall have been
outstanding. The foregoing shall not limit the Servicer's right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any other Person. The
provisions of thisSection 13.06shall survive the termination of this Agreement.

SECTION
13.07Confidentiality.



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SECTION
13.08[Reserved].

SECTION
13.09Captions and Cross References.The various captions (including, without limitation, the table of
contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated,
references in this Agreement to any Section, Appendix, Schedule or Exhibit are to such Section of or Appendix, Schedule or Exhibit to this Agreement, as the case may be, and references in any Section,
subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

SECTION
13.10Integration.This Agreement contains a final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior
oral or written understandings.

SECTION
13.11Governing Law.THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE
PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF NEW YORK.

SECTION
13.12Waiver of Jury Trial.EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED
OR WHICH MAY BE IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY TRIAL.

SECTION
13.13Consent to Jurisdiction; Waiver of Immunities.EACH OF THE PARTIES HERETO
HEREBY ACKNOWLEDGES AND AGREES THAT:



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SECTION 13.14Execution in Counterparts; Severability.This Agreement may be executed in
any number of counterparts and by the 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. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION
13.15No 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 any Secured Party as contained in any Transaction Document or any other agreement, instrument or
document entered into by it pursuant thereto or in connection therewith shall be had against any incorporator, affiliate, administrator, stockholder, officer, employee or director of such Secured
Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise;it being expressly agreed and
understoodthat the agreements of each Secured Party contained in the Transaction Documents and all of the other agreements, instruments and documents entered into by it
pursuant thereto or in connection therewith are, in each case, solely the respective corporate obligations of such Secured Party, and that no personal liability whatsoever shall attach to or be
incurred by any incorporator, stockholder, affiliate, administrator, officer, employee or director under or by reason of any of the obligations, covenants or agreements of such Secured Party contained
in any Transaction Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each incorporator, stockholder,
affiliate, administrator, officer, employee or director of any Secured Party for breaches by such Secured Party of any such obligations, covenants or agreements, which liability may arise either at
common law or at equity, by statute or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.15shall
survive the termination of this Agreement.

SECTION
13.16Limitation of Liability.It is expressly understood and agreed by the parties hereto that:
(a) this Agreement has been executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it; (b) the representations, undertakings and agreements made herein on the part of the Borrower are made and intended not as personal representations,
undertakings and agreements by Wilmington Trust Company, but are made and intended for the purpose of binding only the Borrower; and (c) under no circumstances shall Wilmington Trust Company be
personally liable for any payment of indebtedness or expenses of the Borrower or for the breach or failure of any obligation, warranty or covenant made by the Borrower herein or in the other
Transaction Documents.

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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.

| |  | TRM INVENTORY FUNDING TRUST                                                                                                                                                                             
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                     
| |  | By                                                                                                                                                                                                      
| |  |                                                                                                                                                                                                         
| |  | Name:                                                                                                                                                                                                   
| |  | Title:                                                                                                                                                                                                  
| |  | TRM Inventory Funding Trust
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Facsimile No.: (302) 651-8882
Attention: Corporate Trust Administration
| |  | With a copy to:                                                                                                                                                                                         
| |  | TRM ATM Corporation
as Administrator                                                                                                                                                                    
| |  | 5208 N.WE. 122nd Avenue
Portland, Oregon 97230-1074
Facsimile No.: (503) 251-5473
Attention: Chief Financial OfficerController                                                                          

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| |  | TRM ATM Corporation,
individually and as Servicer                                                                                        
| |  | -----------------------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                                       
| |  |                                                                                                                                          
| |  | Name:                                                                                                                                    
| |  | Title:                                                                                                                                   
| |  | TRM ATM Corporation
5208 N. WE. 122nd Avenue
Portland, Oregon 97230-1074
Facsimile No.: (503) 251-5473
Attention: Chief Financial Officer

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| |  | AUTOBAHN FUNDING COMPANY LLC
as Lender                                                                                                               
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                  
| |  | By                                                                                                                                                   
| |  | By                                                                                                                                                   
| |  |                                                                                                                                                      
| |  | Name:                                                                                                                                                
| |  | Title:                                                                                                                                               
| |  | By                                                                                                                                                   
| |  |                                                                                                                                                      
| |  | Name:                                                                                                                                                
| |  | Title:                                                                                                                                               
| |  | Autobahn Funding Company LLC
c/o DGDZBankAG,DeutscheZentral-Genossenschaftsbank AGFrankfurt am Main609 5th Avenue, Suite 911
New York, New York 10017
| |  | Facsimile No.: (212) 745-1651
Attention: Michael PlunkettAsset Securitization Group                                                                  

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| |  | DGDZBANKAG,DEUTSCHEZENTRAL-GENOSSENSCHAFTSBANK AG FRANKFURT AM MAINas Administratorand as Liquidity Agent
| |  | ---------------------------------------------------------------------------------------------------------
| |  | By                                                                                                       
| |  |                                                                                                          
| |  | Name:                                                                                                    
| |  | Title:                                                                                                   
| |  | By                                                                                                       
| |  |                                                                                                          
| |  | Name:                                                                                                    
| |  | Title:                                                                                                   
| |  | DGDZBankAG,DeutscheZentral-Genossenschaftsbank AGFrankfurt am Main609 5th Avenue, Suite 911              
| |  | New York, New York 10017                                                                                 
| |  | Facsimile No.: (212) 745-1651
Attention: Michael Plunkett                                                
| |  | KEYBANKAsset Securitization Group                                                                        

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| |  | U.S. BANKNATIONAL ASSOCIATION, as
Liquidity Agent and as Collateral Agent                                                                         
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                                                
| |  |                                                                                                                                                   
| |  | Name:                                                                                                                                             
| |  | Title:                                                                                                                                            
| |  | KeyBankU.S. BankNational Association127 Public Square, 4th Floor
Cleveland, OH 44114-1306                                                         
| |  | 180 East Fifth Street
St. Paul, Minnesota 55101Facsimile No.: (216651) 689244-8408 0089 or
1797Attention: Asset Securitization GroupToby Robillard

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| |  | Solely for purposes of Section 2.05, in its capacity of Note Registrar, and for purposes of Sections 1.03 and 10.04, in its capacity of Owner Trustee:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as Owner Trustee                                                                  
| |  | By                                                                                                                                                    
| |  |                                                                                                                                                       
| |  | Name:                                                                                                                                                 
| |  | Title:                                                                                                                                                
| |  | Wilmington Trust Company
Rodney Square North1101100North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administrator            

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APPENDIX A        DEFINITIONS

This is Appendix A to the Loan and Servicing Agreement dated as of March 17, 2000 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn
Funding Company LLC, DGDZBank AG,DeutscheZentral-Genossenschaftsbank
AGFrankfurt am Mainand
KeyBank,U.S. BankNational Association (as amended, supplemented or otherwise
modified from time to time, this "Agreement"). Each reference in thisAppendix Ato any Section,
the Preamble, Appendix or Exhibit refers to such Section of or Appendix, Preamble or Exhibit to this Agreement.

A.Defined Terms.As used in this Agreement, unless the context requires a different meaning, the following
terms have the meanings indicated hereinbelow:



---



---



---



---



---



Eurodollar Rate
(Reserve Adjusted)

=

Eurodollar Rate1-Eurodollar
Reserve Percentage




---



---



---



---



---





---



---



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

C.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 means "to but
excluding"."

---

SCHEDULE II        INSURANCE REQUIREMENTS

# of ATMs

Required Theft/Loss*
Insurance Protection500

***501-750

***751-1000

***1001-1250

***1251-1500

***1501-1750

***1751-2000

***2001-2250

***2251-2500

***2501-2750

***2751-3000

***


---

The
additional coverage may take the form of:



Q1

Q2

Q3

Q4Available Coverage Trigger

50
%
50
%
50
%
50
%Restore % Requirement

75
%
70
%
70
%
50
%




---





|ARTICLE I    LOANS; CERTIFICATES              |              | 1                                                           
|--------------------------------------------- | ------------ | ------------------------------------------------------------
|                                              | SECTION 1.01 | Commitments to Lend; Limits on Lender's Obligations         
|                                              | SECTION 1.02 | Borrowing Procedures; Principal Amount                      
|                                              | SECTION 1.03 | Security Interest                                           
|                                              | SECTION 1.04 | Purchase of Certificates                                    
|                                              | SECTION 1.05 | Use of Proceeds; Provision of Cash                          
|                                              | SECTION 1.06 | Cash Provision Fee                                          
|ARTICLE II    NOTE                            |              | 4                                                           
|                                              | SECTION 2.01 | Note                                                        
|                                              | SECTION 2.02 | Interest on Loans and Yield on Certificates                 
|                                              | SECTION 2.03 | General Procedures                                          
|                                              | SECTION 2.04 | Commitment Fee                                              
|                                              | SECTION 2.05 | Registration; Registration of Transfer and Exchange of Notes
|ARTICLE III    SETTLEMENTS                    |              | 6                                                           
|                                              | SECTION 3.01 | Accounts; Investments                                       
|                                              | SECTION 3.02 | Collection of Moneys                                        
|                                              | SECTION 3.03 | Settlement                                                  
|                                              | SECTION 3.04 | Letter of Credit Matters                                    
|                                              | SECTION 3.05 | Payments and Computations, Etc                              
|ARTICLE IV    YIELD PROTECTION                |              | 11                                                          
|                                              | SECTION 4.01 | [Reserved.]                                                 
|                                              | SECTION 4.02 | Yield Protection                                            
|                                              | SECTION 4.03 | Funding Losses                                              
|                                              | SECTION 4.04 | Taxes                                                       
|ARTICLE V    CONDITIONS OF BORROWINGS         |              | 14                                                          
|                                              | SECTION 5.01 | Conditions Precedent to Initial Borrowing                   
|                                              | SECTION 5.02 | Conditions Precedent to All Borrowings                      
|ARTICLE VI    REPRESENTATIONS AND WARRANTIES  |              | 17                                                          
|                                              | SECTION 6.01 | Representations and Warranties of Borrower                  
|                                              | SECTION 6.02 | Representations and Warranties of the Servicer and TRM ATM  
|ARTICLE VII    GENERAL COVENANTS OF BORROWER  |              | 21                                                          
|                                              | SECTION 7.01 | Affirmative Covenants of Borrower                           
|                                              | SECTION 7.02 | Reporting Requirements of Borrower                          
|                                              | SECTION 7.03 | Negative Covenants of Borrower                              
|                                              | SECTION 7.04 | Covenants of TRM ATM                                        
|                                              | SECTION 7.05 | Separate Existence                                          
|ARTICLE VIII    ADMINISTRATION AND COLLECTION |              | 29                                                          
|                                              | SECTION 8.01 | Servicer to Act                                             
|                                              | SECTION 8.02 | Insurance                                                   
|                                              | SECTION 8.03 | Reporting                                                   
|                                              | SECTION 8.04 | Books and Records                                           
|                                              | SECTION 8.05 | [Reserved]Servicer Representations.                         
|                                              | SECTION 8.06 | Costs of Servicing; Servicer's Fee                          
|                                              | SECTION 8.07 | Successor Servicer                                          
|                                              | SECTION 8.08 | Bailee for Lender                                           
|ARTICLE IX    EVENTS OF DEFAULT               |              | 32                                                          
|                                              | SECTION 9.01 | Events of Default                                           

---

|                                                        | SECTION 9.02  | Remedies                                                                           |  | 3235
|------------------------------------------------------- | ------------- | ---------------------------------------------------------------------------------- |  | ----
|ARTICLE X    THE ADMINISTRATIVE AGENT; COLLATERAL AGENT |               | 36                                                                                
|                                                        | SECTION 10.01 | Authorization and Action                                                           |  | 3436
|                                                        | SECTION 10.02 | Administrative Agent's and Collateral Agent's Reliance, Etc                        |  | 3436
|                                                        | SECTION 10.03 | The Liquidity Agent, the Collateral Agent, the Administrative Agent and Affiliates |  | 3437
|                                                        | SECTION 10.04 | Appointment and Powers of Collateral Agent                                         |  | 3437
|                                                        | SECTION 10.05 | Collateral Agent and Employees of the Collateral Agent                             |  | 3538
|                                                        | SECTION 10.06 | Successor Agent                                                                    |  | 3639
|ARTICLE XI    ASSIGNMENT OF LENDER'S INTEREST           |               | 40                                                                                
|                                                        | SECTION 11.01 | Restrictions on Assignments                                                        |  | 3740
|                                                        | SECTION 11.02 | Rights of Assignee                                                                 |  | 3841
|                                                        | SECTION 11.03 | Evidence of Assignment                                                             |  | 3841
|ARTICLE XII    INDEMNIFICATION                          |               | 41                                                                                
|                                                        | SECTION 12.01 | Indemnities by Borrower and Administrator                                          |  | 3841
|                                                        | SECTION 12.02 | Indemnities by Servicer                                                            |  | 4144
|                                                        | SECTION 12.03 | Indemnities by TRM ATM                                                             |  | 4144
|ARTICLE XIII    MISCELLANEOUS                           |               | 45                                                                                
|                                                        | SECTION 13.01 | Amendments, Etc                                                                    |  | 4345
|                                                        | SECTION 13.02 | Notices, Etc                                                                       |  | 4346
|                                                        | SECTION 13.03 | No Waiver; Remedies                                                                |  | 4346
|                                                        | SECTION 13.04 | Binding Effect; Survival                                                           |  | 4346
|                                                        | SECTION 13.05 | Costs, Expenses and Taxes                                                          |  | 4346
|                                                        | SECTION 13.06 | No Proceedings                                                                     |  | 4447
|                                                        | SECTION 13.07 | Confidentiality                                                                    |  | 4447
|                                                        | SECTION 13.08 | [Reserved]                                                                         |  | 4548
|                                                        | SECTION 13.09 | Captions and Cross References                                                      |  | 4548
|                                                        | SECTION 13.10 | Integration                                                                        |  | 4648
|                                                        | SECTION 13.11 | Governing Law                                                                      |  | 4649
|                                                        | SECTION 13.12 | Waiver of Jury Trial                                                               |  | 4649
|                                                        | SECTION 13.13 | Consent to Jurisdiction; Waiver of Immunities                                      |  | 4649
|                                                        | SECTION 13.14 | Execution in Counterparts; Severability                                            |  | 4749
|                                                        | SECTION 13.15 | No Recourse Against Certain Parties                                                |  | 4750
|                                                        | SECTION 13.16 | Limitation of Liability                                                            |  | 4750

|APPENDICES      |  |                                     
|--------------- |  | ------------------------------------
|APPENDIX A      |  | Definitions                         
|SCHEDULES       |  |                                     
|SCHEDULE I      |  | Form of Armored Car Carrier Addendum
|SCHEDULE II     |  | Insurance Schedule                  
|EXHIBITS        |  |                                     
|EXHIBIT 1.02    |  | Form of Borrowing Notice            
|EXHIBIT 2.01    |  | Form of Note                        
|EXHIBIT 8.07(i) |  | Form of Servicing Report            

---

Document comparison done by DeltaView on Tuesday, June 11, 2002 17:41:28

Input:

Document 1

iManage://CHIMDM/CHDB04/12920102/1Document 2

iManage://CHIMDM/CHDB04/12920102/15Rendering set

Option 06


Legend:

InsertionDeletionMoved fromMoved toFormat changeInserted cellDeleted cellMoved cellSplit/Merged cellPadding cell


Redline Summary:

|No.   |  | Change    |  | Text                                                                                                 
|----- |  | --------- |  | -----------------------------------------------------------------------------------------------------
|1-2   |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                          
|3     |  | Insertion |  | Exhibit A*                                                                                           
|4-5   |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                          
|6     |  | Insertion |  | *Conformed as amended...as of April 23, 2002.                                                        
|7-8   |  | Change    |  | "DG BANK" changed to "DZ BANK"                                                                       
|9     |  | Change    |  | "BANK DEUTSCHE" changed to "BANK AG, DEUTSCHE"                                                       
|10    |  | Change    |  | "DEUTSCHE GENOSSENSCHAFTSBANK" changed to "DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK"                     
|11-12 |  | Change    |  | "GENOSSENSCHAFTS BANK AG as Administrative" changed to "GENOSSENSCHAFTSBANK...MAIN as Administrative"
|13-16 |  | Change    |  | "and KEYBANK NATIONAL" changed to "and as Liquidity Agent and U.S. BANK NATIONAL"                    
|17    |  | Change    |  | "ASSOCIATION as Liquidity Agent and Collateral" changed to "ASSOCIATION as Collateral"               
|18-19 |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                          
|20-21 |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                          
|22-23 |  | Change    |  | "("Lender"), DG BANK" changed to "("Lender"), DZ BANK"                                               
|24    |  | Change    |  | "BANK DEUTSCHE" changed to "BANK AG, DEUTSCHE"                                                       
|25    |  | Change    |  | "DEUTSCHE GENOSSENSCHAFTSBANK" changed to "DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK"                     

---

|26-27 |  | Change    |  | "GENOSSENSCHAFTSBANK AG, as" changed to "GENOSSENSCHAFTSBANK...AM MAIN ("DZ Bank"), as"               
|----- |  | --------- |  | ------------------------------------------------------------------------------------------------------
|28-29 |  | Change    |  | "Agent"), and KEYBANK...as liquidity" changed to "Agent") and as liquidity"                           
|30-31 |  | Change    |  | "Agent") and as collateral" changed to "Agent"), and U.S. BANK...as collateral"                       
|32-34 |  | Change    |  | "exceed $22,000,000, except as such" changed to "exceed an amount equal to...(a) $30,000,000, as such"
|35    |  | Change    |  | "Limit"); (ii)" changed to "Limit") and (b) the...by (y) 20; (ii)"                                    
|36    |  | Change    |  | "thereto, the Letter" changed to "thereto, the Aggregate Letter"                                      
|37    |  | Change    |  | "Credit Stated Amount" changed to "Credit Amount"                                                     
|38    |  | Deletion  |  | The Borrower shall not be...and the Liquidity Agent.                                                  
|39    |  | Change    |  | ". Borrower" changed to ". Each of Borrower"                                                          
|40    |  | Change    |  | "Borrower hereby" changed to "Borrower and the Owner Trustee hereby"                                  
|41    |  | Change    |  | "grants to the" changed to "grants, to the extent oftherein, to the"                                  
|42    |  | Change    |  | "Such" changed to "For the avoidance of...to the Borrower. Such"                                      
|43-44 |  | Change    |  | "Such lien and security" changed to "Such liens and security"                                         
|45-46 |  | Change    |  | "security interest shall" changed to "security interests shall"                                       
|47-48 |  | Change    |  | "in the ATM's." changed to "in the ATMs."                                                             
|49-50 |  | Change    |  | "cash for its ATMs in the" changed to "cash for automated teller...leased by TRM ATM in the"          
|51-52 |  | Change    |  | "in such ATMs." changed to "in such automated teller...in any Rejected ATM."                          
|53    |  | Change    |  | "provider and the" changed to "provider for all...Rejected ATMs), and the"                            
|54    |  | Insertion |  | At no time shall any...in connection herewith.                                                        
|55-56 |  | Change    |  | "Prior to an Event" changed to "Until such time as TRM...occurrence of any Event"                     
|57-58 |  | Change    |  | "Default or Servicer" changed to "Default, Servicer"                                                  
|59    |  | Change    |  | "Default, TRM" changed to "Default or Unmatured Event of Default, TRM"                                
|60    |  | Change    |  | "Loans, the payment of a...Fee") and all" changed to "Loans and all"                                  
|61    |  | Change    |  | "The Administrative" changed to "Upon any prepayment in...The Administrative"                         
|62-63 |  | Change    |  | "Date, equal to the" changed to "Date, in the"                                                        
|64-65 |  | Change    |  | "the product of (x) the" changed to "the amount set forth in the"                                     
|66-67 |  | Change    |  | "the Facility Limit, minus...(z) 360. The Commitment" changed to "the Fee Letter. The Commitment"     
|68    |  | Change    |  | "of the Borrower for the benefit of the Collateral" changed to "of the Collateral"                    
|69    |  | Change    |  | "Agent, for the" changed to "Agent for the"                                                           
|70    |  | Change    |  | "Parties, the following" changed to "Parties the following"                                           
|71    |  | Change    |  | "segregated accounts" changed to "segregated trust accounts"                                          
|72    |  | Change    |  | "Agent or another...to the Collateral Agent:" changed to "Agent:"                                     
|73    |  | Change    |  | "Account;" changed to "Account; and"                                                                  
|74-75 |  | Deletion  |  | (ii) the Reserve Account; and                                                                         
|76-77 |  | Change    |  | "(iii) the Credit" changed to "(ii) the Credit"                                                       
|78    |  | Insertion |  | At no time shall any...in connection herewith.                                                        
|79    |  | Change    |  | "Account shall" changed to "Account and the ATM Fee Settlement Account shall"                         
|80-81 |  | Change    |  | "Account, the ATM" changed to "Account and the ATM"                                                   
|82    |  | Change    |  | "Settlement Amount and the Reserve Account." changed to "Settlement Account."                         
|83    |  | Change    |  | "Account shall" changed to "Account or the ATM Fee Settlement Account shall"                          
|84    |  | Change    |  | "Balance Settlement" changed to "Balance Settlement...the ATM Fee Settlement"                         
|85    |  | Change    |  | "Account resulting" changed to "Account or the ATM Fee...Account resulting"                           
|86    |  | Change    |  | "Cash Provision" changed to "The Servicer hereby...Date from Cash Provision"                          

---

|87      |  | Change   |  | "Account shall" changed to "Account. Such Cash Provision Fees shall"                                
|------- |  | -------- |  | ----------------------------------------------------------------------------------------------------
|88      |  | Change   |  | "disbursed on each" changed to "disbursed by the Collateral Agent on each"                          
|89-90   |  | Change   |  | "Settlement Date at the...of the Servicer to the" changed to "Settlement Date in...be made to the"  
|91      |  | Change   |  | "unpaid expenses" changed to "unpaid fees and expenses"                                             
|92      |  | Change   |  | "Lender;" changed to "Lender and GSS Holdings, Inc., as applicable;"                                
|93      |  | Change   |  | "Lender and shall" changed to "Lender and GSS Holdings,...as applicable, and shall"                 
|94      |  | Change   |  | "in an amount" changed to "in an aggregate amount"                                                  
|95-96   |  | Change   |  | "3.03(e)." changed to "3.03(e); provided that in...by Bank of America."                             
|97-98   |  | Change   |  | "rating of the Letter" changed to "rating of any Letter"                                            
|99      |  | Change   |  | "credit for such" changed to "credit for the Letter of Credit issued by such"                       
|100     |  | Change   |  | "such Letter" changed to "such downgraded Letter"                                                   
|101     |  | Change   |  | "Credit issued" changed to "Credit Bank, which new...credit shall be issued"                        
|102     |  | Change   |  | "Amount." changed to "Amount of the Letter of...Letter of Credit Bank."                             
|103     |  | Change   |  | "replace such" changed to "replace the Letter of Credit issued by such"                             
|104     |  | Change   |  | "such Letter" changed to "such downgraded Letter"                                                   
|105     |  | Change   |  | "Credit as aforesaid," changed to "Credit Bank as aforesaid,"                                       
|106-107 |  | Change   |  | "drawing on the Letter" changed to "drawing on such Letter"                                         
|108     |  | Change   |  | "Amount and deposit" changed to "Amount thereof and deposit"                                        
|109-110 |  | Change   |  | "amount into the Reserve Account to be" changed to "amount into a segregated trust account to be"   
|111-112 |  | Change   |  | "If the Collateral" changed to "Notwithstanding anything...if the Collateral"                       
|113-114 |  | Change   |  | "(i) from the existing" changed to "(i) from any existing"                                          
|115     |  | Change   |  | "Credit extending" changed to "Credit issued by such...of Credit Bank extending"                    
|116     |  | Change   |  | "Expiry Date or (B)" changed to "Expiry Date thereof or (B)"                                        
|117-118 |  | Change   |  | "Credit Bank in an amount...Amount and effective" changed to "Credit Bank, effective"               
|119-120 |  | Change   |  | "Date of the existing" changed to "Date of such existing"                                           
|121-122 |  | Change   |  | "Credit, at least" changed to "Credit and in an amount...in each case at least"                     
|123-126 |  | Change   |  | "least two (2) Business" changed to "least five (5) Business"                                       
|127     |  | Change   |  | "Expiry Date, then" changed to "Expiry Date of such...Letter of Credit, then"                       
|128-129 |  | Change   |  | "draw on the Letter" changed to "draw on such Letter"                                               
|130-133 |  | Change   |  | "the date two (2) Business" changed to "the date five (5) Business"                                 
|134     |  | Change   |  | "Expiry Date, in" changed to "Expiry Date thereof, in"                                              
|135     |  | Change   |  | "Amount and deposit" changed to "Amount thereof and deposit"                                        
|136-137 |  | Change   |  | "then within thirty days after" changed to "then on the first Settlement Date after"                
|138     |  | Change   |  | "attorney as the Collateral Agent shall" changed to "attorney as shall"                             
|139-142 |  | Change   |  | "shall reasonably request to enable" changed to "shall be necessary to enable"                      
|143     |  | Change   |  | "(ii) the Letter" changed to "(ii) the Aggregate Letter"                                            
|144     |  | Change   |  | "Credit Stated Amount" changed to "Credit Amount"                                                   
|145-146 |  | Change   |  | "parties as the Collateral...request to ensure" changed to "parties as shall be necessary to ensure"
|147-148 |  | Deletion |  | (l) Year 2000...of the date/time data.                                                              
|149-150 |  | Change   |  | "(m) Taxes." changed to "(l) Taxes."                                                                
|151-152 |  | Change   |  | "(n) Perfected" changed to "(m) Perfected"                                                          
|153-154 |  | Change   |  | "(o) Financial" changed to "(n) Financial"                                                          
|155-156 |  | Change   |  | "December 31, 1999, there" changed to "December 31, 2000, there"                                    
|157     |  | Change   |  | "request of Administrative" changed to "request of the Administrative"                              

---

|158-160 |  | Change    |  | "at the Administrative...as applicable, expense" changed to "at the Administrator's expense"                  
|------- |  | --------- |  | --------------------------------------------------------------------------------------------------------------
|161-162 |  | Change    |  | "of each of the first three quarters of each" changed to "of each quarter of each"                            
|163-164 |  | Change    |  | "within 90 days after" changed to "within 120 days after"                                                     
|165     |  | Change    |  | "of the financial" changed to "of the audited financial"                                                      
|166     |  | Change    |  | "Administrative" changed to "the Administrative"                                                              
|167     |  | Change    |  | "Borrower, Administrative" changed to "Borrower, the Administrative"                                          
|168     |  | Change    |  | "Agent or Liquidity" changed to "Agent or the Liquidity"                                                      
|169-171 |  | Change    |  | "conduct, at Borrower's,...as applicable, expense" changed to "conduct, at Servicer's expense"                
|172-173 |  | Change    |  | "expense once in each" changed to "expense, not more than twice in each"                                      
|174-175 |  | Change    |  | "fiscal quarter, unless" changed to "fiscal year, unless"                                                     
|176-177 |  | Change    |  | "Agreement," changed to "Agreement;"                                                                          
|178-179 |  | Change    |  | "Agreement, and" changed to "Agreement;"                                                                      
|180-181 |  | Change    |  | "termination." changed to "termination; and"                                                                  
|182-183 |  | Insertion |  | (vi) promptly upon the...and Exchange Commission.                                                             
|184-185 |  | Change    |  | "of each of the first three quarters of each" changed to "of each quarter of each"                            
|186-187 |  | Change    |  | "within 90 days after" changed to "within 120 days after"                                                     
|188     |  | Change    |  | "of the consolidated" changed to "of the audited consolidated"                                                
|189-190 |  | Change    |  | "of $100,000 in the" changed to "of $175,000 in the"                                                          
|191     |  | Change    |  | "Company. U." changed to "Company U."                                                                         
|192-193 |  | Insertion |  | (j) Keeping of Records...Pool Assets).                                                                        
|194-195 |  | Change    |  | "Agents. The Servicer" changed to "Agents; and provided,...8.01. The Servicer"                                
|196-203 |  | Change    |  | "specified in Exhibit 8.02. The Servicer shall" changed to "specified in Schedule II. Such policy shall"      
|204     |  | Change    |  | "shall cause" changed to "shall name the Collateral...Servicer shall (i) cause"                               
|205-206 |  | Change    |  | "cause such insurance" changed to "cause each of the insurance"                                               
|207     |  | Change    |  | "policies to be" changed to "policies identified above to be"                                                 
|208-209 |  | Change    |  | "Moody's. In addition, the Servicer shall cause" changed to "Moody's and (ii) cause"                          
|210     |  | Change    |  | "provide that (i) it may" changed to "provide that it may"                                                    
|211     |  | Change    |  | "Agent and (ii) the...is the loss payee." changed to "Agent."                                                 
|212     |  | Change    |  | "stead and the" changed to "stead and shall, at the...place and stead, and the"                               
|213-214 |  | Change    |  | "On the third Business Day...Date (the "Reporting" changed to "On the fifth day of each...Day (the "Reporting"
|215-218 |  | Change    |  | "preceding Settlement Period;" changed to "preceding calendar month;"                                         
|219     |  | Change    |  | "to NCR Corporation (or any" changed to "to NCR (or any"                                                      
|220     |  | Change    |  | "to NCR Corporation (or any" changed to "to NCR (or any"                                                      
|221     |  | Change    |  | "Default or any" changed to "Default, the Termination Date, or any"                                           
|222-223 |  | Change    |  | "Agent may give notice" changed to "Agent shall (i) if so...facility and give notice"                         
|224     |  | Change    |  | "designated." changed to "designated for such...the facility."                                                
|225-226 |  | Change    |  | "Servicer of such notice" changed to "Servicer of any notice"                                                 
|227     |  | Change    |  | "notice, it" changed to "notice in accordance with...(i) or (ii) above, it"                                   
|228     |  | Change    |  | "Servicer." changed to "Servicer or the...as the case may be."                                                
|229     |  | Change    |  | "cooperate with any successor" changed to "cooperate with the...Agent and any successor"                      
|230     |  | Change    |  | "to the successor" changed to "to the Collateral Agent or to the successor"                                   
|231     |  | Change    |  | "Servicer for administration" changed to "Servicer, as applicable, for administration"                        

---

|232     |  | Change    |  | "Servicer, the" changed to "Servicer or the...hereunder, the"                               
|------- |  | --------- |  | --------------------------------------------------------------------------------------------
|233     |  | Change    |  | "assign to such successor" changed to "assign to the Collateral Agent or such successor"    
|234     |  | Change    |  | "designates any successor" changed to "designates the Collateral Agent or any successor"    
|235-238 |  | Change    |  | "shall be "Events of Default""changed to "shall each be an "Event of Default""              
|239     |  | Change    |  | "respect to the Borrower," changed to "respect to (i) the Borrower,"                        
|240-241 |  | Change    |  | "or TRM;" changed to "or TRM, or (ii) any...Business Day period; or"                        
|242     |  | Change    |  | "Agent;" changed to "Agent; or"                                                             
|243     |  | Change    |  | "The Letter" changed to "The Aggregate Letter"                                              
|244     |  | Change    |  | "Credit Stated Amount" changed to "Credit Amount"                                           
|245-246 |  | Change    |  | "Business Day or, if the...two (2) Business Day; or" changed to "Business Days; or"         
|247-248 |  | Change    |  | "to the ATM's, or" changed to "to the ATMs, or"                                             
|249     |  | Change    |  | "Agent or Depository" changed to "Agent (other than NCR) or Depository"                     
|250     |  | Change    |  | "failure; or" changed to "failure; provided that at...of Default hereunder; or"             
|251-252 |  | Change    |  | "Fitch." changed to "Fitch; or"                                                             
|253-254 |  | Insertion |  | (u) The sum, without...(3) Business Days; or                                                
|255-256 |  | Insertion |  | (v) The occurrence of any...Liquidity Agreement; or                                         
|257-258 |  | Insertion |  | (w) TRM shall fail to...or termination date.                                                
|259-260 |  | Change    |  | "Agent may, and upon...from the Majority" changed to "Agent shall (unless...by the Majority"
|261-262 |  | Change    |  | "Providers shall, take all" changed to "Providers) take all"                                
|263     |  | Change    |  | "Agent to the extent and...Agent itself, including" changed to "Agent including"            
|264-265 |  | Change    |  | "Agent, at the direction of the Majority" changed to "Agent shall (unless...by the Majority"
|266-267 |  | Change    |  | "Providers, shall direct" changed to "Providers) direct"                                    
|268-269 |  | Change    |  | "shall have the" changed to "shall (unless otherwise instructed by the"                     
|270-271 |  | Change    |  | "the right to give notice" changed to "the Majority Liquidity Providers) give notice"       
|272     |  | Change    |  | "Servicer and each" changed to "Servicer, each Depository Bank and each"                    
|273     |  | Change    |  | "Agent to arrange" changed to "Agent to cease distributing cash and to arrange"             
|274     |  | Change    |  | "of such Transportation" changed to "of such Depository Bank or Transportation"             
|275-276 |  | Change    |  | "unless an officer of the" changed to "unless a Responsible Officer of the"                 
|277     |  | Insertion |  | Each of the Borrower, the...statement under the UCC.                                        
|278-280 |  | Insertion |  | SECTION 10.05 Collateral...of the Collateral Agent.                                         
|281-285 |  | Change    |  | "SECTION 10.05 Collateral... (a) Each Liquidity" changed to "(a) Each Liquidity"            
|286     |  | Change    |  | "extent not reimbursed" changed to "extent not indemnified or reimbursed"                   
|287     |  | Change    |  | "Administrator or Borrower)" changed to "Administrator, Servicer or Borrower)"              
|288     |  | Change    |  | "and all losses,...damages, out-of-pocket" changed to "and all out-of-pocket"               
|289     |  | Change    |  | "expenses of any kind whatsoever (including" changed to "expenses (including"               
|290     |  | Change    |  | "hereunder of the Secured Parties as a" changed to "hereunder as a"                         
|291     |  | Change    |  | "suffered by, made upon or...against the Collateral" changed to "suffered by the Collateral"
|292     |  | Change    |  | "Administrator or Borrower" changed to "Administrator, Servicer or Borrower"                
|293     |  | Change    |  | "any such losses,...demands, costs" changed to "any such costs"                             
|294     |  | Change    |  | "Without limiting the... The obligations" changed to "The obligations"                      
|295     |  | Change    |  | "Administrator or Borrower" changed to "Administrator, Servicer or Borrower"                

---

|296     |  | Change    |  | "Provider after" changed to "Provider, the...as appropriate, after"                                  
|------- |  | --------- |  | -----------------------------------------------------------------------------------------------------
|297-298 |  | Change    |  | "Agent, provided" changed to "Agent; provided"                                                       
|299-300 |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                          
|301-302 |  | Change    |  | "W." changed to "E."                                                                                 
|303-304 |  | Change    |  | "251-5473 Attention: Chief Financial Officer" changed to "251-5473 Attention: Controller"            
|305-306 |  | Change    |  | "W." changed to "E."                                                                                 
|307-308 |  | Change    |  | "Lender By: DG BANK" changed to "Lender By: DZ BANK"                                                 
|309     |  | Change    |  | "BANK DEUTSCHE" changed to "BANK AG, DEUTSCHE"                                                       
|310     |  | Change    |  | "GENOSSENSCHAFTSBANK" changed to "ZENTRAL-GENOSSENSCHAFTSBANK"                                       
|311-312 |  | Change    |  | "GENOSSENSCHAFTSBANK AG..." changed to "GENOSSENSCHAFTSBANK..."                                      
|313     |  | Change    |  | "    Name: Title:" changed to "            ...Title:"                                                
|314     |  | Change    |  | "Title: Autobahn" changed to "Title: ...Autobahn"                                                    
|315-316 |  | Change    |  | "LLC c/o DG Bank" changed to "LLC c/o DZ Bank"                                                       
|317     |  | Change    |  | "Bank Deutsche" changed to "Bank AG, Deutsche"                                                       
|318     |  | Change    |  | "Deutsche Genossenschaftsbank" changed to "Deutsche Zentral-Genossenschaftsbank"                     
|319-320 |  | Change    |  | "Genossenschaftsbank AG 609 5th" changed to "Genossenschaftsbank Frankfurt am Main 609 5th"          
|321     |  | Change    |  | "Avenue, Suite 911 New York," changed to "Avenue New York,"                                          
|322-323 |  | Change    |  | "745-1651 Attention: Michael Plunkett" changed to "745-1651 Attention: Asset Securitization Group"   
|324-325 |  | Change    |  | "DG BANK" changed to "DZ BANK"                                                                       
|326     |  | Change    |  | "BANK DEUTSCHE" changed to "BANK AG, DEUTSCHE"                                                       
|327     |  | Change    |  | "DEUTSCHE" changed to "DEUTSCHE ZENTRAL-"                                                            
|328-329 |  | Change    |  | "GENOSSENSCHAFTSBANK AG as" changed to "GENOSSENSCHAFTSBANK FRANKFURT AM MAIN as"                    
|330     |  | Change    |  | "Administrator By" changed to "Administrator and as Liquidity Agent By"                              
|331-332 |  | Change    |  | "            DG Bank" changed to "            DZ Bank"                                               
|333     |  | Change    |  | "Bank Deutsche" changed to "Bank AG, Deutsche"                                                       
|334     |  | Change    |  | "Deutsche Genossenschaftsbank" changed to "Deutsche Zentral-Genossenschaftsbank"                     
|335-336 |  | Change    |  | "Genossenschaftsbank AG 609 5th" changed to "Genossenschaftsbank Frankfurt am Main 609 5th"          
|337     |  | Change    |  | "Avenue, Suite 911" changed to "Avenue"                                                              
|338-339 |  | Change    |  | "745-1651 Attention: ...KEYBANK NATIONAL" changed to "745-1651 Attention: Asset...U.S. BANK NATIONAL"
|340-341 |  | Change    |  | "ASSOCIATION, as ...Agent and as Collateral" changed to "ASSOCIATION, as Collateral"                 
|342-343 |  | Change    |  | "            KeyBank National" changed to "            U.S. Bank National"                           
|344     |  | Change    |  | "Association 127 Public...Cleveland, OH 44114-1306" changed to "Association"                         
|345     |  | Insertion |  | 180 East Fifth Street                                                                                
|346     |  | Change    |  | "Facsimile" changed to "St. Paul, Minnesota 55101 Facsimile"                                         
|347-352 |  | Change    |  | ": (216)689-8408" changed to ": (651) 244-0089 or 1797"                                              
|353-354 |  | Change    |  | "Attention: Asset Securitization Group" changed to "Attention: Toby Robillard"                       
|355     |  | Change    |  | "Registrar: WILMINGTON" changed to "Registrar, and for...Trustee: WILMINGTON"                        

---

|356-357 |  | Change    |  | "North 110 North" changed to "North 1100 North"                                                                   
|------- |  | --------- |  | ------------------------------------------------------------------------------------------------------------------
|358-359 |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                                       
|360-361 |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                                       
|362-363 |  | Change    |  | "Company LLC, DG Bank" changed to "Company LLC, DZ Bank"                                                          
|364     |  | Change    |  | "Bank Deutsche" changed to "Bank AG, Deutsche"                                                                    
|365     |  | Change    |  | "Deutsche Genossenschaftsbank" changed to "Deutsche Zentral-Genossenschaftsbank"                                  
|366-367 |  | Change    |  | "Genossenschaftsbank AG and" changed to "Genossenschaftsbank Frankfurt am Main and"                               
|368-369 |  | Change    |  | "and KeyBank, National" changed to "and U.S. Bank National"                                                       
|370     |  | Insertion |  | "Aggregate Letter of...have not been so drawn.                                                                    
|371     |  | Change    |  | "Switch; and (iii)" changed to "Switch; (iii)"                                                                    
|372-373 |  | Change    |  | "Agent." changed to "Agent; (iv) is located ina "Rejected ATM")."                                                 
|374     |  | Change    |  | "means account" changed to "means deposit account"                                                                
|375-376 |  | Change    |  | "number 379681003263 established" changed to "number 153490599963 established"                                    
|377-378 |  | Change    |  | "State of Oregon, in" changed to "State of California, in"                                                        
|379     |  | Change    |  | "Agent." changed to "Agent, together with any...the State of Minnesota."                                          
|380-381 |  | Change    |  | "to the rate of interest" changed to "to the arithmetic...of the rates of interest"                               
|382-385 |  | Change    |  | "announced by the Liquidity Agent at its principal" changed to "announced by each of...respective principal"      
|386-393 |  | Change    |  | "principal office in Cleveland, Ohio as its prime" changed to "principal offices in New...their respective prime" 
|394-395 |  | Change    |  | "lending rate." changed to "lending rates."                                                                       
|396     |  | Change    |  | "credit." changed to "credit. Any...upon the Borrower."                                                           
|397     |  | Change    |  | "include any ATM" changed to "include (a) any ATM"                                                                
|398-400 |  | Change    |  | "ATM Fees; and provided," changed to "ATM Fees, (b) any Cash...days past due; provided,"                          
|401     |  | Change    |  | "further however, that" changed to "further, that"                                                                
|402-414 |  | Change    |  | ", that an amount equal to...Administrative Agent and" changed to ", that (A) in the event...75% of all ATMs, and"
|415-417 |  | Change    |  | "and the Liquidity Agent." changed to "and (B) in the event that...10% of all ATMs."                              
|418-419 |  | Change    |  | "closed in Cleveland, Ohio, Eugene, Oregon," changed to "closed in Portland, Oregon,"                             
|420     |  | Change    |  | "New York or Wilmington," changed to "New York, Minneapolis, Minnesota or Wilmington,"                            
|421-422 |  | Change    |  | "means KeyBank National" changed to "means U.S. Bank National"                                                    
|423     |  | Change    |  | "means account" changed to "means deposit account"                                                                
|424-425 |  | Change    |  | "number 379681003248 established" changed to "number 153490599971 established"                                    
|426-427 |  | Change    |  | "State of Oregon, in" changed to "State of California, in"                                                        
|428     |  | Change    |  | "Agent." changed to "Agent, together with any...the State of Minnesota."                                          
|429     |  | Change    |  | "Agency." changed to "Agency; provided that at...a rating from Moody's."                                          
|430     |  | Insertion |  | "DZ Bank" has the meaning...forth in the preamble.                                                                
|431     |  | Change    |  | "security; and" changed to "security;"                                                                            
|432-433 |  | Change    |  | "investment." changed to "investment; and"                                                                        
|434-435 |  | Insertion |  | (v) interests in any...and "Aaa" by Moody's.                                                                      

---

|436     |  | Insertion |  | "Fee Letter" means the...of the parties thereto.                                                               
|------- |  | --------- |  | ---------------------------------------------------------------------------------------------------------------
|437     |  | Change    |  | "Fitch IBCA, Inc." changed to "Fitch, Inc."                                                                    
|438     |  | Insertion |  | "GSS Holdings, Inc."...a Delaware corporation.                                                                 
|439     |  | Change    |  | "Period, (i) in the case...time, plus 2% per annum." changed to "Period,"                                      
|440-441 |  | Change    |  | ""KeyBank" has the meaning set forth" changed to "the rate set forth"                                          
|442     |  | Change    |  | "forth in the" changed to "forth as the "Interest Rate" in the"                                                
|443-444 |  | Change    |  | "in the preamble." changed to "in the Fee Letter."                                                             
|445-446 |  | Change    |  | "means the irrevocable" changed to "means one or more irrevocable"                                             
|447-448 |  | Change    |  | "irrevocable letter of credit" changed to "irrevocable letters of credit"                                      
|449-450 |  | Change    |  | "issued by the Letter" changed to "issued by one or more Letter"                                               
|451-452 |  | Change    |  | "Credit Bank for the" changed to "Credit Banks for the"                                                        
|453-454 |  | Change    |  | "Agent, as the same may be" changed to "Agent, as such letters of credit may be"                               
|455-456 |  | Change    |  | "accordance with its terms," changed to "accordance with their respective terms,"                              
|457     |  | Change    |  | "and any" changed to ", and any"                                                                               
|458     |  | Change    |  | "Credit Bank." changed to "Credit Bank, and any...a Letter of Credit."                                         
|459     |  | Change    |  | "means the expiry" changed to "means, with respect to...of Credit, the expiry"                                 
|460-461 |  | Change    |  | "expiry date of the Letter of Credit as set" changed to "expiry date thereof as set"                           
|462-463 |  | Change    |  | "time, an amount equal to...Settlement Period." changed to "time, 5.0% of the sum of...Commercial Paper Notes."
|464-465 |  | Change    |  | "Amount" shall equal" changed to "Amount" means, with...Credit, an amount equal"                               
|466     |  | Change    |  | "any time the amount" changed to "any time to the amount"                                                      
|467-468 |  | Change    |  | "drawn under the Letter of Credit at such" changed to "drawn thereunder at such"                               
|469-470 |  | Change    |  | "means KeyBank, as" changed to "means DZ Bank, as"                                                             
|471-472 |  | Change    |  | "means March 17, 2005." changed to "means April 23, 2007."                                                     
|473     |  | Insertion |  | "NCR" shall mean NCR...a Maryland corporation.                                                                 
|474     |  | Insertion |  | "NCR Event" shall be...four fiscal quarters.                                                                   
|475     |  | Change    |  | "discount scheduled" changed to "discount accrued or scheduled"                                                
|476     |  | Change    |  | "Notes, plus any accrued" changed to "Notes, plus in each case any accrued"                                    
|477     |  | Insertion |  | "Prepayment Fee" has the...forth in Section 2.01.                                                              
|478     |  | Deletion  |  | "Qualified Institution"...Moody's, respectively.                                                               
|479     |  | Change    |  | "means NCR Corporation or any" changed to "means NCR or any"                                                   
|480     |  | Insertion |  | "Rejected ATM" shall have...the definition of "ATM."                                                           
|481     |  | Deletion  |  | "Reserve Account" means...by the Collateral Agent.                                                             
|482     |  | Insertion |  | "Responsible Officer"...of this Agreement.                                                                     
|483-484 |  | Change    |  | "hereby." changed to "hereby; or"                                                                              
|485-486 |  | Insertion |  | (ix) The tangible net...after April 23, 2002.                                                                  
|487-488 |  | Change    |  | "means the 21st day of" changed to "means the 10th day of"                                                     
|489-490 |  | Deletion  |  | (a) the date of...the Liquidity Agreement;                                                                     
|491-492 |  | Change    |  | "(b) the date" changed to "(a) the date"                                                                       
|493-494 |  | Change    |  | "(c) the date" changed to "(b) the date"                                                                       
|495-496 |  | Deletion  |  | (d) March 17, 2005.                                                                                            
|497-498 |  | Insertion |  | (c) the Maturity Date.                                                                                         
|499-501 |  | Change    |  | "Period, (I) in the case...plus 2.40% per annum." changed to "Period, the rate set...Rate" in the Fee Letter." 
|502-503 |  | Change    |  | "excluding"." changed to "excluding.""                                                                         
|504-505 |  | Change    |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"                                    

---

|506-507 |  | Change |  | "CHDB04 12920102.1 030502 1337C 00618941" changed to "12920102.15 00618941"        
|------- |  | ------ |  | -----------------------------------------------------------------------------------
|508     |  | Change |  | "CERTIFICATES" changed to "CERTIFICATES 1"                                         
|509-510 |  | Change |  | "Provision Fee 3" changed to "Provision Fee 4"                                     
|511     |  | Change |  | "NOTE" changed to "NOTE 4"                                                         
|512-513 |  | Change |  | "Certificates 4" changed to "Certificates 5"                                       
|514     |  | Change |  | "SETTLEMENTS" changed to "SETTLEMENTS 6"                                           
|515-516 |  | Change |  | "Moneys 7" changed to "Moneys 8"                                                   
|517-518 |  | Change |  | "Settlement 7" changed to "Settlement 8"                                           
|519-520 |  | Change |  | "Computations, Etc 10" changed to "Computations, Etc 11"                           
|521     |  | Change |  | "PROTECTION" changed to "PROTECTION 11"                                            
|522-523 |  | Change |  | "] 10" changed to "] 11"                                                           
|524-525 |  | Change |  | "Losses 12" changed to "Losses 13"                                                 
|526     |  | Change |  | "BORROWINGS" changed to "BORROWINGS 14"                                            
|527-528 |  | Change |  | "Borrowing 13" changed to "Borrowing 14"                                           
|529-530 |  | Change |  | "Borrowings 15" changed to "Borrowings16"                                          
|531     |  | Change |  | "WARRANTIES" changed to "WARRANTIES 17"                                            
|532-533 |  | Change |  | "Borrower 16" changed to "Borrower 17"                                             
|534-535 |  | Change |  | "TRM ATM 18" changed to "TRM ATM 19"                                               
|536     |  | Change |  | "BORROWER" changed to "BORROWER 21"                                                
|537-538 |  | Change |  | "Existence 26" changed to "Existence 27"                                           
|539     |  | Change |  | "COLLECTION" changed to "COLLECTION 29"                                            
|540-541 |  | Change |  | "to Act 28" changed to "to Act 29"                                                 
|542-543 |  | Change |  | "Insurance 28" changed to "Insurance 29"                                           
|544-545 |  | Change |  | "Reporting 29" changed to "Reporting 30"                                           
|546-547 |  | Change |  | "Records 29" changed to "Records 31"                                               
|548-551 |  | Change |  | "SECTION 8.05 [Reserved] 29" changed to "SECTION 8.05 Servicer Representations. 31"
|552-553 |  | Change |  | "Servicer's Fee 29" changed to "Servicer's Fee 31"                                 
|554-555 |  | Change |  | "Servicer 29" changed to "Servicer 31"                                             
|556-557 |  | Change |  | "Lender 30" changed to "Lender 32"                                                 
|558     |  | Change |  | "DEFAULT" changed to "DEFAULT 32"                                                  
|559-560 |  | Change |  | "Default 30" changed to "Default 32"                                               
|561-562 |  | Change |  | "Remedies 32" changed to "Remedies 35"                                             
|563     |  | Change |  | "AGENT" changed to "AGENT 36"                                                      
|564-565 |  | Change |  | "Action 34" changed to "Action 36"                                                 
|566-567 |  | Change |  | "Reliance, Etc 34" changed to "Reliance, Etc 36"                                   
|568-569 |  | Change |  | "Affiliates 34" changed to "Affiliates 37"                                         
|570-571 |  | Change |  | "Agent 34" changed to "Agent 37"                                                   
|572-573 |  | Change |  | "Agent 35" changed to "Agent 38"                                                   
|574-575 |  | Change |  | "Agent 36" changed to "Agent 39"                                                   
|576     |  | Change |  | "INTEREST" changed to "INTEREST 40"                                                
|577-578 |  | Change |  | "Assignments 37" changed to "Assignments 40"                                       
|579-580 |  | Change |  | "Assignee 38" changed to "Assignee 41"                                             
|581-582 |  | Change |  | "Assignment 38" changed to "Assignment 41"                                         
|583     |  | Change |  | "INDEMNIFICATION" changed to "INDEMNIFICATION 41"                                  
|584-585 |  | Change |  | "Administrator 38" changed to "Administrator 41"                                   
|586-587 |  | Change |  | "Servicer 41" changed to "Servicer 44"                                             
|588-589 |  | Change |  | "TRM ATM 41" changed to "TRM ATM 44"                                               
|590     |  | Change |  | "MISCELLANEOUS" changed to "MISCELLANEOUS 45"                                      

---

|591-592 |  | Change   |  | "Amendments, Etc 43" changed to "Amendments, Etc 45"
|------- |  | -------- |  | ----------------------------------------------------
|593-594 |  | Change   |  | "Notices, Etc 43" changed to "Notices, Etc 46"      
|595-596 |  | Change   |  | "Remedies 43" changed to "Remedies 46"              
|597-598 |  | Change   |  | "Survival 43" changed to "Survival 46"              
|599-600 |  | Change   |  | "Taxes 43" changed to "Taxes 46"                    
|601-602 |  | Change   |  | "Proceedings 44" changed to "Proceedings 47"        
|603-604 |  | Change   |  | "Confidentiality 44" changed to "Confidentiality 47"
|605-606 |  | Change   |  | "[Reserved] 45" changed to "[Reserved] 48"          
|607-608 |  | Change   |  | "References 45" changed to "References 48"          
|609-610 |  | Change   |  | "Integration 46" changed to "Integration 48"        
|611-612 |  | Change   |  | "Governing Law 46" changed to "Governing Law 49"    
|613-614 |  | Change   |  | "Trial 46" changed to "Trial 49"                    
|615-616 |  | Change   |  | "Immunities 46" changed to "Immunities 49"          
|617-618 |  | Change   |  | "Severability 47" changed to "Severability 49"      
|619-620 |  | Change   |  | "Parties 47" changed to "Parties 50"                
|621-622 |  | Change   |  | "Liability 47" changed to "Liability 50"            
|623     |  | Deletion |  | End of TOCDo not delete this paragraph!            

Statistics:

Count

% of contentInsertions

369

9.17
%Deletions

256

3.75
%Moves

0

0.00
%Matched

376

87.08
%Format changed

0

0.00
%


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