Exhibit10.57

RECEIVABLESFINANCING AGREEMENT

dated as ofJanuary 4, 2002

Among

SYNCORFINANCING CORPORATION, as Seller,SYNCOR MANAGEMENT CORPORATION, as Servicer,JUPITER SECURITIZATION CORPORATION,THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,as Financial InstitutionsandBANK ONE, NA (MAIN OFFICE CHICAGO)as Agent

RECEIVABLESFINANCING AGREEMENT

                               This Receivables Financing Agreement dated as of January 4, 2002,is among SYNCOR FINANCING CORPORATION, a Delaware corporation(“Seller”), SYNCOR MANAGEMENT CORPORATION, aDelaware corporation (“SMC”), as initialServicer (the Servicer together with Seller, the “SellerParties” and each a “Seller Party”),the entities listed on Schedule A to this Agreement(together with any of their respective successors and assignshereunder, the “Financial Institutions”),Jupiter Securitization Corporation (“Jupiter”,together with the Financial Institutions, the“Purchasers”) and Bank One, NA (Main OfficeChicago), as agent for the Purchasers hereunder or any successoragent hereunder (together with its successors and assignshereunder, the “Agent”).  Unless definedelsewhere herein, capitalized terms used in this Agreement shallhave the meanings assigned to such terms in ExhibitI.

PRELIMINARYSTATEMENTS

                               Seller desires to transfer and assign Purchaser Interests to thePurchasers from time to time.

                               Jupiter may, in its absolute and sole discretion, purchasePurchaser Interests from Seller from time to time.

                               In the event that Jupiter declines to make any purchase, theFinancial Institutions shall, at the request of Seller, purchasePurchaser Interests from time to time.  In addition, theFinancial Institutions have agreed to provide a liquidity facilityto Jupiter in accordance with the terms hereof.

                               Bank One, NA (Main Office Chicago) has been requested and iswilling to act as Agent on behalf of Jupiter and the FinancialInstitutions in accordance with the terms hereof.

ARTICLE IFINANCING ARRANGEMENTS

                               Section1.1            Purchase Facility.

                               (a)          Upon the terms and subject to the conditions hereof, Seller may, atits option, sell and assign Purchaser Interests to the Agent forthe benefit of one or more of the Purchasers.  In accordancewith the terms and conditions set forth herein, Jupiter may, at itsoption, instruct the Agent to purchase on behalf of Jupiter, or ifJupiter shall decline to purchase, the Agent shall purchase, onbehalf of the Financial Institutions, Purchaser Interests from timeto time in an aggregate amount not to exceed at such time thelesser of (i) the Purchase Limit and (ii) the aggregate amount ofthe Commitments during the period from the date hereof to but notincluding the Facility Termination Date.

                               (b)          Seller may, upon at least ten (10) Business Days’ notice tothe Agent, terminate in whole or reduce in part, ratably among theFinancial Institutions, the unused portion of the Purchase Limit;provided that each partial reduction of the Purchase Limit shall bein an amount equal to $5,000,000 or an integral multiplethereof.

                               Section1.2            Increases.

                               Seller shall provide the Agent with at least two (2) BusinessDays’ prior notice in a form set forth as Exhibit IIhereto of each Incremental Purchase (a “FinancingNotice”).  Each Financing Notice shall be subject toSection 6.2 hereof and, except as set forth below, shall beirrevocable and shall specify the requested Purchase Price (whichshall not be less than $3,000,000) and date of purchase (which, inthe case of any Incremental Purchase (after the initial IncrementalPurchase hereunder), shall only be on a Settlement Date) and, inthe case of an Incremental Purchase to be funded by the FinancialInstitutions, the requested type of Discount Rate and TranchePeriod.  Following receipt of a Financing Notice, the Agentwill determine whether Jupiter agrees to make the purchase. If Jupiter declines to make a proposed purchase, Seller may cancelthe Financing Notice or, in the absence of such a cancellation, theIncremental Purchase of the Purchaser Interest will be made by theFinancial Institutions.  On the date of each IncrementalPurchase, upon satisfaction of the applicable conditions precedentset forth in Article VI, Jupiter or the FinancialInstitutions, as applicable, shall deposit to the Facility Account,in immediately available funds, no later than 12:00 noon (Chicagotime), an amount equal to (i) in the case of Jupiter, the aggregatePurchase Price of the Purchaser Interests Jupiter is thenpurchasing or (ii) in the case of a Financial Institution, suchFinancial Institution’s Pro Rata Share of the aggregatePurchase Price of the Purchaser Interests the FinancialInstitutions are purchasing.

                               Section1.3            Decreases.  Seller shall provide the Agent withpriorwritten notice in conformity with theRequired Notice Period (a “Reduction Notice”) ofany proposed reduction of Aggregate Capital from Collections otherthan automatic reductions under Sections 2.2 and2.3.  Such Reduction Notice shall designate (i) thedate (the “Proposed Reduction Date”) upon whichany such reduction of Aggregate Capital shall occur (which dateshall give effect to the applicable Required Notice Period), and(ii) the amount of Aggregate Capital to be reduced which shall beapplied ratably to the Purchaser Interests of Jupiter and theFinancial Institutions in accordance with the amount of Capital (ifany) owing to Jupiter, on the one hand, and the amount of Capital(if any) owing to the Financial Institutions (ratably, based ontheir respective Pro Rata Shares), on the other hand (the“Aggregate Reduction”).  Only one (1)Reduction Notice shall be outstanding at any time.  NoAggregateReduction will be made followingthe occurrence of the Amortization Date without the consent of theAgent.

                               Section1.4            Payment Requirements.  All amounts to be paid ordeposited by any Seller Party pursuant to any provision of thisAgreement shall be paid or deposited in accordance with the termshereof no later than 11:30 a.m. (Chicago time) on the day when duein immediately available funds, and if not received before 11:30a.m. (Chicago time) shall be deemed to be received on the nextsucceeding Business Day.  If such amounts are payable to aPurchaser they shall be paid to the Agent, for the account of suchPurchaser, at 1 Bank One Plaza, Chicago, Illinois 60670 untilotherwise notified by the Agent.  Upon notice to Seller, theAgent may debit the Facility Account for all amounts due andpayable hereunder.  All computations of Yield, per annum feescalculated as part of any CP Costs, per annum fees hereunder andper annum fees under the Fee Letter shall be made on the basis of ayear of 360 days for the actual number of days elapsed.  Ifany amount hereunder shall be payable on a day which is not aBusiness Day, such amount shall be payable on the next succeedingBusiness Day.

ARTICLE IIPAYMENTS AND COLLECTIONS

                               Section2.1            Payments.  Notwithstanding any limitation on recoursecontained in this Agreement, Seller shall immediately pay to theAgent when due, for the account of the relevant Purchaser orPurchasers on a full recourse basis, (i) such fees as set forth inthe Fee Letter (which fees shall be sufficient to pay all feesowing to the Financial Institutions), (ii) all CP Costs, (iii) allamounts payable as Yield, (iv) all amounts payable as DeemedCollections (which shall be due and payable by Seller and appliedto reduce outstanding Aggregate Capital and/or make Reinvestmentshereunder in accordance with Sections 2.2 and 2.3hereof, as applicable), (v) all amounts payable to reduce theSeller Interest, if required, pursuant to Section 2.6, (vi)all amounts payable pursuant to Article X, if any, (vii) allServicer costs and expenses, including the Servicing Fee,  inconnection with servicing, administering and collecting theReceivables, (viii) all Broken Funding Costs and (ix) all DefaultFees (collectively, the “Obligations”).  Ifany Person fails to pay any of the Obligations when due, suchPerson agrees to pay, on demand, the Default Fee in respect thereofuntil paid.  Notwithstanding the foregoing, no provision ofthis Agreement or the Fee Letter shall require the payment orpermit the collection of any amounts hereunder in excess of themaximum permitted by applicable law.  If at any time Sellerreceives any Collections or is deemed to receive any Collections,Seller shall pay such Collections or Deemed Collections to theServicer for application in accordance with the terms andconditions hereof and, at all times prior to such payment, suchCollections or Deemed Collections shall be held in trust by Sellerfor the exclusive benefit of the Purchasers and theAgent.

                               Section2.2            Collections Prior to Amortization.  Prior to theAmortization Date, any Collections and/or Deemed Collectionsreceived by the Servicer shall be set aside and held in trust bythe Servicer for the payment of any accrued and unpaid AggregateUnpaids or for aReinvestment as provided in this Section 2.2.  Ifat any time any Collections are received by the Servicer prior tothe Amortization Date, (i) the Servicer shall set aside theTermination Percentage (hereinafter defined) of Collectionsevidenced by the Purchaser Interests of each Terminating FinancialInstitution and (ii) Seller hereby requests and the Purchasers(other than any Terminating Financial Institutions) hereby agree tomake, simultaneously with such receipt, a reinvestment (each a“Reinvestment”) with that portion of the balanceof each and every Collection received by the Servicer that is partof any Purchaser Interest (other than any Purchaser Interests ofTerminating Financial Institutions), such that after giving effectto such Reinvestment, the amount of Capital of such PurchaserInterest immediately after such receipt and correspondingReinvestment shall be equal to the amount of Capital immediatelyprior to such receipt.  On each Settlement Date prior to theoccurrence of the Amortization Date, the Servicer shall remit tothe Agent’s account the amounts set aside during thepreceding Settlement Period that have not been subject to aReinvestment and apply such amounts (if not previously paid inaccordance with Section 2.1) first, to reduce unpaidObligations and second, to reduce the Capital of allPurchaser Interests of Terminating Financial Institutions, appliedratably to each Terminating Financial Institution according to itsrespective Termination Percentage.  If such Capital andObligations shall be reduced to zero, any additional Collectionsreceived by the Servicer (i) if applicable, shall be remitted tothe Agent’s account no later than 11:30 a.m. (Chicago time)to the extent required to fund any Aggregate Reduction on suchSettlement Date and (ii) any balance remaining thereafter shall beremitted from the Servicer to Seller on such Settlement Date. Each Terminating Financial Institution shall be allocated a ratableportion of Collections from the date of any assignment by Jupiterpursuant to Section 13.6(the “TerminationDate”) until such Terminating FinancingInstitution’s Capital shall be paid in full.  Thisratable portion shall be calculated on the Termination Date of eachTerminating Financial Institution as a percentage equal to (i)Capital of such Terminating Financial Institution outstanding onits Termination Date, dividedby (ii) the AggregateCapital outstanding on such Termination Date (the“Termination Percentage”).  EachTerminating Financial Institution’s Termination Percentageshall remain constant prior to the Amortization Date.  On andafter the Amortization Date, each Termination Percentage shall bedisregarded, and each Terminating Financial Institution’sCapital shall be reduced ratably with all Financial Institutions inaccordance with Section 2.3.

                               Section2.3            Collections Following Amortization.  On theAmortization Date and on each day thereafter, the Servicer shallset aside and hold in trust, for the holder of each PurchaserInterest, all Collections received on such day and an additionalamount for the payment of any accrued and unpaid Obligations owedby Seller and not previously paid by Seller.  On and after theAmortization Date, the Servicer shall, at any time upon the requestfrom time to time by (or pursuant to standing instructions from)the Agent (i) remit to the Agent’s account the amounts setaside pursuant to the preceding sentence, and (ii) apply suchamounts to reduce the Capital associated with each such PurchaserInterest and any other Aggregate Unpaids.

                               Section2.4            Application of Collections.  If there shall beinsufficient funds on deposit for the Servicer to distribute fundsin payment in full of the aforementioned amounts pursuant toSection 2.2 or 2.3 (as applicable), the Servicershall distribute funds:
|                |           first, to the payment of the Servicer’s reasonableout-of-pocket costs and expenses in connection with servicing,administering and collecting the Receivables, including theServicing Fee, if SMC or one of its Affiliates is not then actingas the Servicer,                                                                                             |
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|                |           second, to the reimbursement of the Agent’s costs ofcollection and enforcement of this Agreement,                                                                                                                                                                                                                                                        |
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|                |           third, ratably to the Agent for the benefit of the Purchasersfor payment of all accrued and unpaid fees under the Fee Letter, CPCosts and Yield,                                                                                                                                                                                                               |
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|                |           fourth, (to the extent applicable) to the ratable reduction ofthe Aggregate Capital (without regard to any TerminationPercentage),                                                                                                                                                                                                                             |
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|                |           fifth, for the ratable payment of all other unpaid Obligations,provided that to the extent such Obligations relate to the paymentof Servicer costs and expenses, including the Servicing Fee, whenSMC or one of its Affiliates is acting as the Servicer, such costsand expenses will not be paid until after the payment in full ofall other Obligations, and |
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|                |           sixth, after the Aggregate Unpaids have been reduced to zero,to Seller.                                                                                                                                                                                                                                                                                        |

                               Collections applied to the payment of Aggregate Unpaids shall bedistributed in accordance with the aforementioned provisions, and,giving effect to each of the priorities set forth in Section2.4 above, shall be shared ratably (within each priority) amongthe Agent and the Purchasers in accordance with the amount of suchAggregate Unpaids owing to each of them in respect of each suchpriority.

                               Section2.5            Payment Recission.  No payment of any of the AggregateUnpaids shall be considered paid or applied hereunder to the extentthat, at any time, all or any portion of such payment orapplication is rescinded by application of law or judicialauthority, or must otherwise be returned or refunded for anyreason.  Seller shall remain obligated for the amount of anypayment or application so rescinded, returned or refunded, andshall promptly pay to the Agent (for application to the Person orPersons who suffered such recission, return or refund) the fullamount thereof, plus the Default Fee from the date of any suchrecission, return or refunding.

                               Section2.6            Maximum Purchaser Interests.  Seller shall ensure thatas of the last day of each calendar month the Purchaser Interestsof the Purchasers shall not exceed in the aggregate 100%, and ifthe Purchaser Interests of the Purchasers exceeds 100%, Sellershall pay to the Agent within one (1) Business Day an amount to beapplied to reduce the Aggregate Capital (asallocated by the Agent), such that after givingeffect to such payment the aggregate of the Purchaser Interestsequals or is less than 100%.

                               Section2.7            Unconditional Call.  In addition to Seller’srights pursuant to Section 1.3, Seller shall have the right,after providing 30 days' written notice to the Agent, to repurchasefrom the Purchasers all, but not less than all, of the thenoutstanding Purchaser Interests.  The purchase price inrespect thereof shall be an amount equal to the Aggregate Unpaidsthrough the date of such repurchase, payable in immediatelyavailable funds.  Such repurchase shall be withoutrepresentation, warranty or recourse of any kind by, on the partof, or against any Purchaser or the Agent.

ARTICLEIIICOMPANY FUNDING

                               Section3.1            CP Costs.  Seller shall pay CP Costs with respect tothe Capital associated with each Purchaser Interest of Jupiter foreach day that any Capital in respect of such Purchaser Interest isoutstanding.  Each Purchaser Interest funded substantiallywith Pooled Commercial Paper will accrue CP Costs each day on a prorata basis, based upon the percentage share the Capital in respectof such Purchaser Interest represents in relation to all assetsheld by Jupiter and funded substantially with Pooled CommercialPaper.

                               Section3.2            CP Costs Payments.  On each Settlement Date, Sellershall pay to the Agent (for the benefit of Jupiter) an aggregateamount equal to all accrued and unpaid CP Costs in respect of theCapital associated with all Purchaser Interests of Jupiter for theimmediately preceding Accrual Period in accordance with ArticleII.

                               Section3.3            Calculation of CP Costs.  On the third Business Dayimmediately preceding each Settlement Date, Jupiter shall calculatethe aggregate amount of CP Costs for the applicable Accrual Periodand shall notify Seller of such aggregate amount.

ARTICLE IVFINANCIAL INSTITUTION FUNDING

                               Section4.1            Financial Institution Funding.  Each Purchaser Interestof the Financial Institutions shall accrue Yield for each dayduring its Tranche Period at either the LIBO Rate or the Base Ratein accordance with the terms and conditions hereof.  UntilSeller gives notice to the Agent of another Discount Rate inaccordance with Section 4.4, the initial Discount Rate forany Purchaser Interest transferred to the Financial Institutionspursuant to the terms and conditions hereof shall be the BaseRate.  If the Financial Institutions acquire by assignmentfrom Jupiter any Purchaser Interest pursuant to ArticleXIII, each Purchaser Interestso assigned shall each be deemedto have a new Tranche Period commencing on the date of any suchassignment.

                               Section4.2            Yield Payments.  On the Settlement Date for eachPurchaser Interest of the Financial Institutions, Seller shall payto the Agent (for the benefit of the Financial Institutions) anaggregate amount equal to the accrued and unpaid Yield for theentire Tranche Period of each such Purchaser Interest in accordancewith Article II.

                               Section4.3            Selection and Continuation of Tranche Periods.

                               (a)          With consultation from (and approval by) the Agent, Seller shallfrom time to time request Tranche Periods for the PurchaserInterests of the Financial Institutions, provided that, if at anytime the Financial Institutions shall have a Purchaser Interest,Seller shall always request Tranche Periods such that at least oneTranche Period shall end on the date specified in clause (A) of thedefinition of Settlement Date.

                               (b)          Seller or the Agent, upon notice to and consent by the otherreceived at least three (3) Business Days prior to the end of aTranche Period (the “Terminating Tranche”) forany Purchaser Interest, may, effective on the last day of theTerminating Tranche:  (i) divide any such Purchaser Interestinto multiple Purchaser Interests, (ii) combine any such PurchaserInterest with one or more other Purchaser Interests that have aTerminating Tranche ending on the same day as such TerminatingTranche or (iii) combine any such Purchaser Interest with a newPurchaser Interests to be purchased on the day such TerminatingTranche ends, provided, that in no event may a PurchaserInterest of Jupiter be combined with a Purchaser Interest of theFinancial Institutions.

                               Section4.4            Financial Institution Discount Rates.  Seller mayselect the LIBO Rate or the Base Rate for each Purchaser Interestof the Financial Institutions.  Seller shall by 11:30 a.m.(Chicago time): (i) at least three (3) Business Days prior to theexpiration of any Terminating Tranche with respect to which theLIBO Rate is being requested as a new Discount Rate and (ii) atleast one (1) Business Day prior to the expiration of anyTerminating Tranche with respect to which the Base Rate is beingrequested as a new Discount Rate, give the Agent irrevocable noticeof the new Discount Rate for the Purchaser Interest associated withsuch Terminating Tranche.   Until Seller gives notice tothe Agent of another Discount Rate, the initial Discount Rate forany Purchaser Interest transferred to the Financial Institutionspursuant to the terms and conditions hereof shall be the BaseRate.

                               Section4.5            Suspension of the LIBO Rate.

                               (a)           Ifany Financial Institution notifies the Agent that it has determinedthat funding its Pro Rata Share of the Purchaser Interests of theFinancial Institutions at a LIBO Rate would violate any applicablelaw, rule, regulation, or directive of any governmental orregulatory authority, whether or not having the force of law, orthat (i) deposits of a type and maturity appropriate to match fundits Purchaser Interests at such LIBO Rate are not available or (ii)such LIBO Rate does not accurately reflect the cost ofacquiring or maintaining a Purchaser Interest atsuch LIBO Rate, then the Agent shall suspend the availability ofsuch LIBO Rate and require Seller to select the Base Rate for anyPurchaser Interest accruing Yield at such LIBO Rate.

                               (b)           Ifless than all of the Financial Institutions give a notice to theAgent pursuant to Section 4.5(a), each Financial Institutionwhich gave such a notice shall be obliged, at the request ofSeller, Jupiter or the Agent, to assign all of its rights andobligations hereunder to (i) another Financial Institution or (ii)another funding entity nominated by Seller or the Agent that isacceptable to Jupiter and willing to participate in this Agreementthrough the Liquidity Termination Date in the place of suchnotifying Financial Institution; provided that (i) thenotifying Financial Institution receives payment in full, pursuantto an Assignment Agreement, of an amount equal to such notifyingFinancial Institution’s Pro Rata Share of the Capital andYield owing to all of the Financial Institutions and all accruedbut unpaid fees and other costs and expenses payable in respect ofits Pro Rata Share of the Purchaser Interests of the FinancialInstitutions, and (ii) the replacement Financial Institutionotherwise satisfies the requirements of Section12.1(b).

ARTICLEVREPRESENTATIONSAND WARRANTIES

                               Section5.1            Representations and Warranties of the Seller Parties. Each Seller Party hereby represents and warrants to the Agent andthe Purchasers, as to itself, as of the date hereof and as of thedate of each Incremental Purchase and the date of each Reinvestmentthat:

                               (a)          Corporate Existence and Power.  Such Seller Party is acorporation duly organized, validly existing and in good standingunder the laws of its state of incorporation.  Such SellerParty is duly qualified to do business and is in good standing as aforeign corporation, and has and holds all corporate power and allgovernmental licenses, authorizations, consents and approvalsrequired to carry on its business in each jurisdiction in which itsbusiness is conducted except, in the case of the Servicer, wherethe failure to so qualify or so hold could not reasonably beexpected to have a Material Adverse Effect.

                               (b)          Power and Authority; Due Authorization, Execution andDelivery.  The execution and delivery by such Seller Partyof this Agreement and each other Transaction Document (whetherindividually or together with this Agreement, as applicable) towhich it is a party, and the performance of its obligationshereunder and thereunder and, in the case of Seller, Seller’suse of the proceeds of purchases made hereunder, are within itscorporate powers and authority and have been duly authorized by allnecessary corporate action on its part.  This Agreement andeach other Transaction Document to which such Seller Party is aparty has been duly executed and delivered by such SellerParty.

                               (c)          No Conflict.  The execution and delivery by such SellerParty of this Agreement and each other Transaction Document towhich it is a party, and the performance of its obligationshereunder and thereunder do not contravene or violate (i) itscertificate or articles of incorporation or bylaws, (ii) any law,rule or regulation applicable to it, (iii) any restrictions underany agreement, contract or instrument to which it is a party or bywhich it or any of its property is bound, or (iv) any order, writ,judgment, award, injunction or decree binding on or affecting it orits property, and do not result in the creation or imposition ofany Adverse Claimon assets of such Seller Party or its Subsidiaries(except as created hereunder); and no transaction contemplatedhereby requires compliance with any bulk sales act or similarlaw.

                               (d)          Governmental Authorization.  Other than the filing ofthe financing statements required hereunder, no authorization orapproval or other action by, and no notice to or filing with, anygovernmental authority or regulatory body is required for the dueexecution and delivery by such Seller Party of this Agreement andeach other Transaction Document to which it is a party and theperformance of its obligations hereunder and thereunder.

                               (e)          Actions, Suits.  There are no actions, suits orproceedings pending, or to the best of such Seller Party’sknowledge, threatened, against or affecting such Seller Party, orany of its properties, in or before any court, arbitrator or otherbody, that could reasonably be expected to have a Material AdverseEffect.  Such Seller Party is not in default with respect toany order of any court, arbitrator or governmental body except, inthe case of Servicer, where such default could not reasonably beexpected to have a Material Adverse Effect.

                               (f)           Binding Effect.  This Agreement and each otherTransaction Document to which such Seller Party is a partyconstitute the legal, valid and binding obligations of such SellerParty enforceable against such Seller Party in accordance withtheir respective terms, except as such enforcement may be limitedby applicable bankruptcy, insolvency, reorganization or othersimilar laws relating to or limiting creditors’ rightsgenerally and by general principles of equity (regardless ofwhether enforcement is sought in a proceeding in equity or atlaw).

                               (g)          Accuracy of Information.  All information heretoforefurnished by such Seller Party or any of its Affiliates to theAgent or the Purchasers for purposes of or in connection with thisAgreement, any of the other Transaction Documents (including, butnot limited to, all Monthly Reports) or any transactioncontemplated hereby or thereby is, and all such informationhereafter furnished by such Seller Party or any of its Affiliatesto the Agent or the Purchasers will be, true and accurate in everymaterial respect on the date such information is stated orcertified and does not and will not contain any materialmisstatement of fact or omit to state a material fact or any factnecessary to make the statements contained therein not materiallymisleading.

                               (h)          Use of Proceeds.  No proceeds of any purchase hereunderwill be used (i) for a purpose that violates, or would beinconsistent with, Regulation T, U or X promulgated by the Board ofGovernors of the Federal Reserve System from time to time or (ii)to acquire any security in any transaction which is subject toSection 13 or 14 of the Securities Exchange Act of 1934, asamended.

                               (i)           Good Title.  Immediately prior to each purchasehereunder, Seller shall be the legal and beneficial owner of theReceivables and Related Security with respect thereto, free andclear of any Adverse Claim, except as created by the TransactionDocuments.  Upon filing of the financing statements in theform attached as Exhibit X and in the jurisdictions setforth on Exhibit X, there shall have been duly filed allfinancing statements or other similar instruments or documentsnecessary under the UCC (or any comparable law) of all appropriatejurisdictions to perfect Seller’s ownership interest in eachReceivable, its Collections and the Related Security.

                               (j)           Perfection.  This Agreement, together with the filingof the financing statements contemplated hereby, is effective to,and shall, upon each purchase hereunder, transfer to the Agent forthe benefit of the relevant Purchaser or Purchasers (and the Agentfor the benefit of such Purchaser or Purchasers shall acquire fromSeller) a valid and perfected first priority security interest ineach Receivable existing or hereafter arising and in the RelatedSecurity and Collections with respect thereto, free and clear ofany Adverse Claim, except as created by the TransactionsDocuments.  Upon filing of the financing statements in theform attached as Exhibit XI and in the jurisdictions setforth on Exhibit XI, there shall have been duly filed allfinancing statements or other similar instruments or documentsnecessary under the UCC (or any comparable law) of all appropriatejurisdictions to perfect Agent’s (on behalf of thePurchasers) ownership or security interest in the Receivables, theRelated Security and the Collections.

                               (k)          Places of Business and Locations of Records.  The nameof each Seller Party as it appears in official filings in the stateof its incorporation or other organization, the type of entity ofeach Seller Party (including corporation, partnership, limitedpartnership or limited liability company), the organizationalidentification number issued by each Seller Party’s state ofincorporation or organization or a statement that no such numberhas been issued are listed on Exhibit III or as Agent hasotherwise been notified in accordance with Section7.2(a).  The jurisdiction of incorporation ororganization, principal places of business and chief executiveoffice of each Seller Party and the offices where it keeps all ofits Records are located at the address(es) listed on ExhibitIII or such other locations of which the Agent has beennotified in accordance with Section 7.2(a) in jurisdictionswhere all action required by Section 14.4(a) has been takenand completed.  Each Seller Party’s Federal EmployerIdentification Number is correctly set forth on ExhibitIII.

                               (l)           Collections.  The conditions and requirements set forthin Section 7.1(j) and Section 8.2 have at all timesbeen satisfied and duly performed.  The names and addresses ofall Collection Banks, together with the account numbers of theCollection Accounts of Seller at each Collection Bank and the postoffice box number of each Lock-Box, are listed on Exhibit IVor such other Collection Banks and account numbers of which Agenthas been notified in accordance with Section 8.2(a). Seller has not granted any Person, other than the Agent ascontemplated by this Agreement, dominion and control of anyLock-Box or Collection Account, or the right to take dominion andcontrol of any such Lock-Box or Collection Account at a future timeor upon the occurrence of a future event.

                               (m)         Material Adverse Effect.  (i) The initial Servicerrepresents and warrants that since December 31, 2000, no event hasoccurred that would have a Material Adverse Effect, and (ii) Sellerrepresents and warrants that since the date of this Agreement, noevent has occurred that would have a Material AdverseEffect.

                               (n)          Names.  In the past five (5) years, Seller has not usedany corporate names, trade names or assumed names other than thename in which it has executed this Agreement.

                               (o)          Ownership of Seller.  Parent Originator owns, directlyor indirectly, 100% of the issued and outstanding capital stock ofSMC, free and clear of any Adverse Claim.  Such capital stockis validly issued, fully paid and nonassessable, and there are nooptions, warrants or other rights to acquire securities ofSMC.  SMC owns, directly or indirectly, 100% of the issued andoutstanding capital stock of Seller, free and clear of any AdverseClaim.  Such capital stock is validly issued, fully paid andnonassessable, and there are no options, warrants or other rightsto acquire securities of Seller.

                               (p)          Not a Holding Company or an Investment Company.  SuchSeller Party is not a “holding company” or a“subsidiary holding company” of a“holding company” within the meaning of thePublic Utility Holding Company Act of 1935, as amended, or anysuccessor statute.  Such Seller Party is not an“investment company” within the meaning of theInvestment Company Act of 1940, as amended, or any successorstatute.

                               (q)          Compliance with Law.  Such Seller Party has complied inall respects with all applicable laws, rules, regulations, orders,writs, judgments, injunctions, decrees or awards to which it may besubject except, with respect to the Servicer only, where thefailure to so comply could not reasonably be expected to have aMaterial Adverse Effect.  Each Receivable, together with theContract related thereto, does not contravene any laws, rules orregulations applicable thereto (including, withoutlimitation, laws, rules and regulations relating to truth inlending, fair credit billing, fair credit reporting, equal creditopportunity, fair debt collection practices and privacy), and nopart of such Contract is in violation of any such law, rule orregulation except where such contravention or violation could notreasonably be expected to have a Material AdverseEffect.

                               (r)           Compliance with Credit and Collection Policy.  SuchSeller Party has complied in all material respects with the Creditand Collection Policy with regard to each Receivable and therelated Contract, and has not made any change to such Credit andCollection Policy, other than as permitted under Section7.2(c) and in compliance with the notification requirements ofSection 7.1(a)(vii).

                               (s)          Payments to Selling Subsidiary.  With respect to eachReceivable transferred to Seller under the SMC Sale Agreement,Seller has given reasonably equivalent value to Selling Subsidiaryin consideration therefor and such transfer was not made for or onaccount of an antecedent debt.  No transfer by SellingSubsidiary of any Receivable under the SMC Sale Agreement is or maybe voidable under any section of the Bankruptcy Reform Act of 1978(11 U.S.C. §§ 101 et seq.), as amended.

                               (t)           Enforceability of Contracts.  Each Contract withrespect to each Eligible Receivable is effective to create, and hascreated, a legal, valid and binding obligation of the relatedObligor to pay the Outstanding Balance of the Receivable createdthereunder and any accrued interest thereon, enforceable againstthe Obligor in accordance with its terms, except as suchenforcement may be limited by applicable bankruptcy, insolvency,reorganization or other similar laws relating to or limitingcreditors’ rights generally and by general principles ofequity (regardless of whether enforcement is sought in a proceedingin equity or at law).

                               (u)          Eligible Receivables.  Each Receivable included in theNet Receivables Balance as an Eligible Receivable on the date ofits purchase under the SMC Sale Agreement was an EligibleReceivable on such purchase date.

                               (v)          Net Receivables Balance.  Seller has determined thatbased on the most recent Monthly Report, or if more frequentreporting is required by Agent, the most current report, and asotherwise informed, immediately after giving effect to eachpurchase hereunder, the Net Receivables Balance is at least equalto the sum of (i) the Aggregate Capital, plus (ii) theAggregate Reserves.

                               (w)         Accounting.  The manner in which such Seller Partyaccounts for the transactions contemplated by this Agreement andthe SMC Sale Agreement and Parent Sale Agreement does notjeopardize the true sale analysis.

                               (x)           Purpose.  Seller has determined that, from a businessviewpoint, the purchase of the Receivables and related intereststhereto from the Selling Subsidiary under the SMC Sale Agreement,and the sale of Purchaser Interests to the Purchasers and the othertransactions contemplated herein, are in the best interests ofSeller.

                               (y)          Evidencing Transfer.  Seller has marked its master dateprocessing records evidencing the Receivables in accordance withSection 7.1(e) hereof.

                               (z)           Other Representations and Warranties.  Seller hasdetermined that this Agreement is effective to transfer to theAgent and the Purchasers, as assignees of Seller, the full benefitof and a direct claim against the Selling Subsidiary and ParentOriginator in respect of each representation or warranty made bythe Selling Subsidiary and Parent Originator under any TransactionDocument.

                               Section5.2            Financial Institution Representations and Warranties. Each Financial Institution hereby represents and warrants to theAgent and Jupiter that:

                               (a)          Existence and Power.  Such Financial Institution is acorporation or a banking association duly organized, validlyexisting and in good standing under the laws of its jurisdiction ofincorporation or organization, and has all corporate or othercomparable power to perform its obligations hereunder.

                               (b)          No Conflict.  The execution and delivery by suchFinancial Institution of this Agreement and the performance of itsobligations hereunder are within its corporate or other comparablepowers, have been duly authorized by all necessary corporate orother comparable action, do not contravene or violate (i) itscertificate or articles of incorporation or association or bylaws(or other comparable organizational documents), (ii) any law, ruleor regulation applicable to it, (iii) any restrictions under anyagreement, contract or instrument to which it is a party or any ofits property is bound, or (iv) any order, writ, judgment, award,injunction or decree binding on or affecting it or its property,and do not result in the creation or imposition of any AdverseClaim on its assets.  This Agreement has been duly authorized,executed and delivered by such Financial Institution.

                               (c)          Governmental Authorization.  No authorization orapproval or other action by, and no notice to or filing with, anygovernmental authority or regulatory body is required for the dueexecution and delivery by such Financial Institution of thisAgreement and the performance of its obligationshereunder.

                               (d)          Binding Effect.  This Agreement constitutes the legal,valid and binding obligation of such Financial Institutionenforceable against such Financial Institution in accordance withits terms, except as such enforcement may be limited by applicablebankruptcy, insolvency, reorganization or other similar lawsrelating to or limiting creditors’ rights generally and bygeneral principles of equity (regardless of whether suchenforcement is sought in a proceeding in equity or atlaw).

ARTICLEVICONDITIONS OF PURCHASES

                               Section6.1            Conditions Precedent to Initial Incremental Purchase. The initial Incremental Purchase of a Purchaser Interest under thisAgreement is subject to the conditions precedent that (a) the Agentshall have received on or before the date of such purchase thosedocuments listed on Schedule B, (b) the Agent shall havereceived all fees and expenses required to be paid on such datepursuant to the terms of this Agreement and the Fee Letter, and (c)auditors and due diligence team members of the Agent or Bank OneCapital Markets, Inc. shall have visited Parent Originator’sand Servicer’s operating locations, which visits shall haveresulted in a satisfactory due diligence review and approval byPurchasers.

                               Section6.2            Conditions Precedent to All Purchases andReinvestments.  Each purchase of a Purchaser Interest(other than pursuant to Section 13.1) and each Reinvestmentshall be subject to the further conditions precedent that in thecase of each such purchase or Reinvestment:

                               (a)           theServicer shall have delivered to the Agent on or prior to the dateof such purchase, in form and substance satisfactory to the Agent,all Monthly Reports as and when due under Section 8.5 andupon the Agent’s request, the Servicer shall have deliveredto the Agent at least three (3) days prior to such purchase orReinvestment an interim Monthly Report showing the amount ofEligible Receivables as of a date not more than two (2) BusinessDays prior to such Monthly Report;

                               (b)           theFacility Termination Date shall not have occurred;

                               (c)           theAgent shall have received such other approvals, opinions ordocuments as it may reasonably request; and

                               (d)           onthe date of each such Incremental Purchase or Reinvestment, thefollowing statements shall be true (and acceptance of the proceedsof such Incremental Purchase or Reinvestment shall be deemed arepresentation and warranty by Seller that such statements are thentrue):
|            |               (i)          therepresentations and warranties set forth in Section 5.1 aretrue and correct on and as of the date of such Incremental Purchaseor Reinvestment as though made on and as of such date;                                                                                                                                                                                                                                        |
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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|            |               (ii)          basedon the most recently delivered Monthly Report, no event hasoccurred and is continuing, or would result from such IncrementalPurchase or Reinvestment, that will constitute an AmortizationEvent, and no event has occurred and is continuing, or would resultfrom such Incremental Purchase or Reinvestment, that wouldconstitute a Potential Amortization Event, and Seller has no actualknowledge to the contrary; and |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|            |               (iii)          basedon the most recently delivered Monthly Report, or if more frequentreporting is required by Agent, the most current report, theAggregate Capital does not exceed the Purchase Limit and theaggregate Purchaser Interests do not exceed 100%, and Seller has noactual knowledge to the contrary.                                                                                                                          |

It is expressly understoodthat each Reinvestment shall, unless otherwise directed by theAgent or any Purchaser, occur automatically on each day that theServicer shall receive any Collections without the requirement thatany further action be taken on the part of any Person andnotwithstanding the failure of Seller to satisfy any of theforegoing conditions precedent in respect of suchReinvestment.  The failure of Seller to satisfy any of theforegoing conditions precedent in respect of any Reinvestment shallgive rise to a right of the Agent, which right may be exercised atany time on demand of the Agent, to rescind the related purchaseand direct Seller to pay to the Agent for the benefit of thePurchasers an amount equal to the Collections prior to theAmortization Date that shall have been applied to the affectedReinvestment.

ARTICLEVIICOVENANTS

                               Section7.1            Affirmative Covenants of The Seller Parties.  Until thelater of the date on which the Aggregate Unpaids have been paid infull and the Amortization Date, each Seller Party hereby covenants,as to itself, as set forth below:

                               (a)          Financial Reporting.  Such Seller Party will maintain,for itself and each of its Subsidiaries, a system of accountingestablished and administered in accordance with GAAP, and furnishor cause to be furnished to the Agent:
|            |               (i)          Annual Reporting.  Within one hundred (100) days afterthe close of each of its respective fiscal years, audited,unqualified consolidated, and with respect to the SellingSubsidiary and Seller, consolidating, financial statements (whichshall include balance sheets, statement of income, stockholdersequity statement and a statement of cash flows) for ParentOriginator and such Seller Party for such fiscal year certified ina manner acceptable to the Agent by independent public accountantsacceptable to the Agent. |
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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                (ii)        Quarterly Reporting.  Within fifty (50) days after theclose of the first three (3) quarterly periods of each of itsrespective fiscal years, balance sheets of each of ParentOriginator and the Servicer as at the close of each such period andstatements of income and a statement of cash flows for each suchPerson for the period from the beginning of such fiscal year to theend of such quarter, all certified by its respective chieffinancial officer.                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |               (iii)        Compliance Certificate.  Together with the financialstatements required under clauses (i) and (ii) above,a compliance certificate in substantially the form of ExhibitV signed by such Seller Party’s Authorized Officer anddated the date of such annual financial statement or such quarterlyfinancial statement, as the case may be.                                                                                                                                                                                             |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |               (iv)        Shareholders Statements and Reports.  Promptly upon thefurnishing thereof to the shareholders of Parent Originator or suchSeller Party copies of all financial statements, reports and proxystatements so furnished.                                                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |               (v)         S.E.C. Filings.  Promptly upon the filing thereof,copies of all registration statements and annual, quarterly,monthly or other regular reports which Parent Originator or any ofits Subsidiaries files with the Securities and ExchangeCommission.                                                                                                                                                                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |               (vi)        Copies of Notices.  Promptly upon its receipt of anynotice, request for consent, financial statements, certification,report or other communication under or in connection with anyTransaction Document from any Person other than the Agent orJupiter, copies of the same.                                                                                                                                                                                                                                                                 |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |               (vii)       Change in Credit and Collection Policy.  At leastthirty (30) days prior to the effectiveness of any material changein or material amendment to the Credit and Collection Policy, acopy of the Credit and Collection Policy then in effect and anotice (A) indicating such change or amendment, and (B) if suchproposed change or amendment would be reasonably likely toadversely affect the collectibility of the Receivables or decreasethe credit quality of any newly created Receivables, requesting theAgent’s consent thereto.     |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |               (viii)      Other Information.  Promptly, from time to time, suchother information, documents, records or reports relating to theReceivables or the condition or operations, financial or otherwise,of such Seller Party as the Agent may from time to time reasonablyrequest in order to protect the interests of the Agent and thePurchasers under or as contemplated by this Agreement.                                                                                                                                                                       |

                               (b)          Notices.  Such Seller Party will notify the Agent inwriting of any of the following promptly upon learning of theoccurrence thereof, describing the same and, if applicable, thesteps being taken with respect thereto:
|            |               (i)          Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each PotentialAmortization Event, by a statement of an Authorized Officer of suchSeller Party.                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (ii)         Judgment and Proceedings.  (1) The entry of anyjudgment or decree against the Servicer or any of its respectiveSubsidiaries if the aggregate amount of all judgments and decreesthen outstanding against the Servicer and its Subsidiaries exceeds$3,000,000 and (2) the institution of any litigation, arbitrationproceeding or governmental proceeding against the Servicer which,individually or in the aggregate, could reasonably be expected tohave a Material Adverse Effect; and (B) the entry of any judgmentor decree or the institution of any litigation, arbitrationproceeding or governmental proceeding against Seller. |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (iii)         Material Adverse Effect.  The occurrence of any eventor condition that has had, or could reasonably be expected to have,a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (iv)        Termination Date.  The occurrence the“Termination Date” under and as defined in eitherReceivables Sale Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (v)         Defaults Under Other Agreements.  The occurrence of adefault or an event of default under any other financingarrangement (1) pursuant to which Seller is a debtor or an obligoror (2) that has an aggregate outstanding principal amount in excessof $1,500,000 and pursuant to which Servicer is a debtor or anobligor.                                                                                                                                                                                                                                                                                                                |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (vi)        Downgrade of Parent Originator.  Any downgrade in therating of any Indebtedness of Parent Originator by Standard &Poor’s Ratings Group or by Moody’s Investors Service,Inc., setting forth the Indebtedness affected and the nature ofsuch change.                                                                                                                                                                                                                                                                                                                                                                           |

                               (c)          Compliance with Laws and Preservation of CorporateExistence.  Such Seller Party will comply in all respectswith all applicable laws, rules, regulations, orders, writs,judgments, injunctions, decrees or awards to which it may besubject, except, with respect to the Servicer only, where thefailure to so comply could not reasonably be expected to have aMaterial Adverse Effect.  Such Seller Party will preserve andmaintain its corporate existence, rights, franchises and privilegesin the jurisdiction of its incorporation, and qualify and remainqualified in good standing as a foreign corporation in eachjurisdiction where its business is conducted except, with respectto the Servicer only, where such failure to so qualify could notreasonably be expected to have a Material AdverseEffect.

                               (d)          Audits.  Such Seller Party will furnish to the Agentfrom time to time such information with respect to it and theReceivables as the Agent may reasonably request.  Such SellerParty will, from time to time during regular business hours asrequested by the Agent upon reasonable notice and at the sole costof such Seller Party, permit the Agent, or its agents orrepresentatives (and shall cause the Originators to permit theAgent or its agents or representatives), (i) to examine and makecopies of and abstracts from all Records in the possession or underthe control of such Person relating to the Receivables and theRelated Security, including, without limitation, the relatedContracts, and (ii) to visit the offices and properties of suchPerson for the purpose of examining such materials described inclause (i) above, and to discuss matters relating to suchPerson’s financial condition or the Receivables and theRelated Security or any Person’s performance under any of theTransaction Documents or any Person’s performance under theContracts and, in each case, with any of the officers or employeesof such Person having knowledge of such matters; provided,however, that for so long as no Amortization Event orPotential Amortization Event shall have occurred and be continuing,(A) such examinations and/or visits hereunder shall be limited tofour times per calendar year and (B) such cost shall be borne bythe Seller not more than once per calendar year (although in noevent shall the foregoing be construed to limit the Agent (or itsassigns) or their respective agents and representatives to one suchexamination and/or visit during such calendar year period). Notwithstanding Section 4.1(d) in each Receivables Sale Agreement,so long as no Amortization Event or Potential Amortization Eventshall have occurred and be continuing, Agent’s andPurchasers’ costs of audits may be reimbursed only once percalendar year.

                               (e)          Keeping and Marking of Records and Books.
|            |               (i)          TheServicer will (and will cause Originators to) maintain andimplement administrative and operating procedures (including,without limitation, an ability to recreate records evidencingReceivables in the event of the destruction of the originalsthereof), and keep and maintain all documents, books, records andother information reasonably necessary or advisable for thecollection of all Receivables (including, without limitation,records adequate to permit the identification of each newReceivable on the last Business Day of the month such Receivablewas generated and immediate identification of all Collections ofand adjustments to each existing Receivable).  The Servicerwill (and will cause Originators to) give the Agent notice of anymaterial change in the administrative and operating proceduresreferred to in the previous sentence. |
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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|            |               (ii)         SuchSeller Party will (and will cause Originators to) (A) on or priorto the date hereof, mark its master data processing records andother books and records relating to the Purchaser Interests with alegend, acceptable to the Agent, describing the Purchaser Interestsand (B) upon the request of the Agent (x) mark each Contract with alegend describing the Purchaser Interests and (y) deliver to theAgent all Contracts (including, without limitation, all multipleoriginals of any such Contract) relating to the Receivables. On the last Business Day of each calendar month, the Servicer shallrecord the Parent’s ownership of the Receivables originatedduring such month, the subsequent sale to SMC, the subsequent saleto Seller and the Purchaser Interests therein.                                                                             |

                               (f)           Compliance with Contracts and Credit and CollectionPolicy.  Such Seller Party will (and will causeOriginators to) timely and fully (i) perform and comply in allmaterial respects with all provisions, covenants and other promisesrequired to be observed by it under the Contracts related to theReceivables, and (ii) comply in all material respects with theCredit and Collection Policy in regard to each Receivable and therelated Contract.

                               (g)          Performance and Enforcement of SMC Sale Agreement. Seller will perform its obligations and undertakings under andpursuant to the SMC Sale Agreement, will purchase Receivablesthereunder in strict compliance with the terms thereof and willvigorously enforce the rights and remedies accorded to Seller underthe SMC Sale Agreement.  Seller will take all actions toperfect and enforce its rights and interests (and the rights andinterests of the Agent and the Purchasers as assignees of Seller)under the SMC Sale Agreement as the Agent may from time to timereasonably request, including, without limitation,making claims to which it may be entitled under any indemnity,reimbursement or similar provision contained in the SMC SaleAgreement.

                               (h)          Ownership.  Seller will (or will cause Originators to)take all necessary action to (i) vest legal and equitable title tothe Receivables, the Related Security and the Collections purchasedunder the SMC Sale Agreement irrevocably in Seller, free and clearof any Adverse Claims other than Adverse Claims in favor of theAgent and the Purchasers (including, withoutlimitation, the filing of all financing statements or othersimilar instruments or documents necessary under the UCC (or anycomparable law) of all appropriate jurisdictions to perfectSeller’s interest in such Receivables, Related Security andCollections and such other action to perfect, protect or more fullyevidence the interest of Seller therein as the Agent may reasonablyrequest), and (ii) establish and maintain, in favor of the Agent,for the benefit of the Purchasers, a valid and perfected firstpriority security interest in all Receivables, Related Security andCollections to the full extent contemplated herein, free and clearof any Adverse Claims other than Adverse Claims in favor of theAgent for the benefit of the Purchasers (including,without limitation, the filing of all financing statementsor other similar instruments or documents necessary under the UCC(or any comparable law) of all appropriate jurisdictions to perfectthe Agent’s (for the benefit of the Purchasers) interest insuch Receivables, Related Security  and Collections and suchother action to perfect, protect or more fully evidence theinterest of the Agent for the benefit of the Purchasers as theAgent may reasonably request).

                               (i)           Purchasers’ Reliance.  Seller acknowledges thatthe Purchasers are entering into the transactions contemplated bythis Agreement in reliance upon Seller’s identity as a legalentity that is separate from Originators.  Therefore, from andafter the date of execution and delivery of this Agreement, Sellershall take all reasonable steps, including, without limitation, allsteps that the Agent or any Purchaser may from time to timereasonably request, to maintain Seller’s identity as aseparate legal entity and to make it manifest to third parties thatSeller is an entity with assets and liabilities distinct from thoseof each Originator and any Affiliates thereof and not just adivision of either Originator or any such Affiliate.  Withoutlimiting the generality of the foregoing and in addition to theother covenants set forth herein, Seller will:
|                          |           (A)     conductits own business in its own name and require that allfull‐time employees of Seller, if any, identify themselves assuch and not as employees of either Originator (including, withoutlimitation, by means of providing appropriate employees withbusiness or identification cards identifying such employees asSeller’s employees);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (B)     compensateall employees, consultants and agents directly, from Seller’sown funds, for services provided to Seller by such employees,consultants and agents and, to the extent any employee, consultantor agent of Seller is also an employee, consultant or agent ofeither Originator or any Affiliate thereof, allocate thecompensation of such employee, consultant or agent between Sellerand such Originator or such Affiliate, as applicable, on a basisthat reflects the services rendered to Seller and such Originatoror such Affiliate, as applicable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (C)     clearlyidentify its offices (by signage or otherwise) as its offices and,if such office is located in the offices of either Originator,Seller shall lease such office at a fair market rent (which rentmay be charged as a component of an administrative fee rather thanseparately billed);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (D)     havea separate telephone number, which will be answered only in itsname and separate stationery, invoices and checks in its ownname;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (E)     conductall transactions with Originators and the Servicer (including,without limitation, any delegation of its obligations hereunder asServicer) strictly on an arm’s‐length basis, allocateall overhead expenses (including, without limitation, telephone andother utility charges) for items shared between Seller and eitherOriginator on the basis of actual use to the extent practicableand, to the extent such allocation is not practicable, on a basisreasonably related to actual use;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (F)     atall times have a Board of Directors consisting of three members, atleast one member of which is an Independent Director;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (G)     observeall corporate formalities as a distinct entity, and ensure that allcorporate actions relating to (A) the selection, maintenance orreplacement of the Independent Director, (B) the dissolution orliquidation of Seller or (C) the initiation of, participation in,acquiescence in or consent to any bankruptcy, insolvency,reorganization or similar proceeding involving Seller, are dulyauthorized by unanimous vote of its Board of Directors (includingthe Independent Director);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (H)     maintainSeller’s books and records separate from those of eachOriginator and any Affiliate thereof and otherwise readilyidentifiable as its own assets rather than assets of Originatorsand any Affiliate thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (I)     prepareits financial statements separately from those of Originators andinsure that any consolidated financial statements of Originators orany Affiliate thereof that include Seller and that are filed withthe Securities and Exchange Commission or any other governmentalagency have notes clearly stating that Seller is a separatecorporate entity and that its assets will be available first andforemost to satisfy the claims of the creditors ofSeller;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (J)     exceptas herein specifically otherwise provided, maintain the funds orother assets of Seller separate from, and not commingled with,those of Originators or any Affiliate thereof and only maintainbank accounts or other depository accounts to which Seller alone isthe account party, into which Seller alone makes deposits and fromwhich Seller alone (or the Agent hereunder) has the power to makewithdrawals;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (K)     payall of Seller’s operating expenses from Seller’s ownassets (except for certain payments by Originators or other Personspursuant to allocation arrangements that comply with therequirements of this Section 7.1(i));                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (L)     operateits business and activities such that:   it does notengage in any business or activity of any kind, or enter into anytransaction or indenture, mortgage, instrument, agreement,contract, lease or other undertaking, other than the transactionscontemplated and authorized by this Agreement and the SMC SaleAgreement; and does not create, incur, guarantee, assume or sufferto exist any indebtedness or other liabilities, whether direct orcontingent, other than (1) as a result of the endorsement ofnegotiable instruments for deposit or collection or similartransactions in the ordinary course of business, (2) the incurrenceof obligations under this Agreement, (3) the incurrence ofobligations, as expressly contemplated in the SMC Sale Agreement,to make payment to Selling Subsidiary for the purchase ofReceivables from Selling Subsidiary under the SMC Sale Agreement,and (4) the incurrence of operating expenses in the ordinary courseof business of the type otherwise contemplated by thisAgreement; |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (M)     maintainits corporate charter in conformity with this Agreement, such thatit does not amend, restate, supplement or otherwise modify itscertificate or articles of incorporation or bylaws in any respectthat would impair its ability to comply with the terms orprovisions of any of the Transaction Documents, including, withoutlimitation, Section 7.1(i) of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                          |           (N)     maintainthe effectiveness of, and continue to perform under the SMC SaleAgreement, such that it does not amend, restate, supplement,cancel, terminate or otherwise modify the SMC Sale Agreement, orgive any consent, waiver, directive or approval thereunder or waiveany default, action, omission or breach under the SMC SaleAgreement or otherwise grant any indulgence thereunder, without (ineach case) the prior written consent of the Agent;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|                          |           (O)     maintainits corporate separateness such that it does not merge orconsolidate with or into, or convey, transfer, lease or otherwisedispose of (whether in one transaction or in a series oftransactions, and except as otherwise contemplated herein) all orsubstantially all of its assets (whether now owned or hereafteracquired) to, or acquire all or substantially all of the assets of,any Person, nor at any time create, have, acquire, maintain or holdany interest in any Subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|                          |           (P)     maintainat all times the Required Capital Amount (as defined in the SMCSale Agreement) and refrain from making any dividend, distribution,redemption of capital stock or payment of any subordinatedindebtedness which would cause the Required Capital Amount to ceaseto be so maintained; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|                          |           (Q)     takesuch other actions as are necessary on its part to ensure that thefacts and assumptions set forth in the opinion issued by Troy &Gould Professional Corporation, as counsel for Seller, inconnection with the closing or initial Incremental Purchase underthis Agreement and relating to substantive consolidation issues,and in the certificates accompanying such opinion, remain true andcorrect in all material respects at all times.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

                               (j)           Collections.  Such Seller Party will cause (1) allproceeds from all Lock-Boxes to be directly deposited by aCollection Bank into a Collection Account and (2) each Lock-Box andCollection Account to be subject at all times to a CollectionAccount Agreement that is in full force and effect.  In theevent any payments relating to Receivables are remitted directly toSeller or any Affiliate of Seller, Seller will remit (or will causeall such payments to be remitted) directly to a Collection Bank anddeposited into a Collection Account within two (2) Business Daysfollowing receipt thereof, and, at all times prior to suchremittance, Seller will itself hold or, if applicable, will causesuch payments to be held in trust for the exclusive benefit of theAgent and the Purchasers.  Seller will maintain exclusiveownership, dominion and control (subject to the terms of thisAgreement) of each Lock-Box and Collection Account and shall notgrant the right to take dominion and control of any Lock-Box orCollection Account at a future time or upon the occurrence of afuture event to any Person, except to the Agent as contemplated bythis Agreement.

                               (k)          Taxes.  Such Seller Party will file all tax returns andreports required by law to be filed by it and will promptly pay alltaxes and governmental charges at any time owing, except withrespect to the Servicer only, any non-material taxes orgovernmental charges, and except with respect to each Seller Party,any such taxes which are not yet delinquent or are being diligentlycontested in good faith by appropriate proceedings and for whichadequate reserves in accordance with GAAP shall have been set asideon its books.  Seller will pay when due any taxes payable inconnection with the Receivables, exclusive of taxes on or measuredby income or gross receipts of Jupiter, the Agent or any FinancialInstitution.

                               (l)           Insurance.  Seller will maintain in effect, or cause tobe maintained in effect, at Seller’s own expense, suchcasualty and liability insurance as Seller shall deem appropriatein its good faith business judgment.  The Agent, for thebenefit of the Purchasers, shall be named as an additional insuredwith respect to all such liability insurance maintained bySeller.  Seller will pay or cause to be paid, the premiumstherefor and deliver to the Agent evidence satisfactory to theAgent of such insurance coverage.  Copies of each policy shallbe furnished to the Agent and any Purchaser in certificated formupon the Agent’s or such Purchaser’s request.  Theforegoing requirements shall not be construed to negate, reduce ormodify, and are in addition to, Seller’s obligationshereunder.

                               (m)         Payment to Selling Subsidiary.  With respect to anyReceivable purchased by Seller from Selling Subsidiary, such saleshall be effected under, and in strict compliance with the termsof, the SMC Sale Agreement, including, withoutlimitation, the terms relating to the amount and timing ofpayments to be made to Selling Subsidiary in respect of thepurchase price for such Receivable.

                               Section7.2            Negative Covenants of The Seller Parties.  Until thelater of the date on which the Aggregate Unpaids have been paid infull and the Amortization Date, each Seller Party hereby covenants,as to itself, that:

                               (a)          Name Change, Offices and Records.  Such Seller Partywill not change its name, identity, jurisdiction of organization orincorporation, or corporate structure (within the meaning ofSection 9-402(7) or any successor provision of any applicableenactment of the UCC) or relocate its chief executive office or anyoffice where Records are kept unless it shall have:  (i) giventhe Agent at least forty-five (45) days’ prior written noticethereof and (ii) delivered to the Agent all financing statements,instruments and other documents requested by the Agent inconnection with such change or relocation.

                               (b)          Change in Payment Instructions to Obligors.  Except asmay be required by the Agent pursuant to Section 8.2(b) oras otherwise permitted in Section 8.2(a), such Seller Partywill not add or terminate any bank as a Collection Bank, or makeany change in the instructions to Obligors regarding payments to bemade to any Lock-Box or Collection Account, unless the Agent shallhave received, at least ten (10) days before the proposed effectivedate therefor, (i) written notice of such addition, termination orchange and (ii) with respect to the addition of a Collection Bankor a Collection Account or Lock-Box, an executed Collection AccountAgreement with respect to the new Collection Account or Lock-Box;provided, however, that the Servicer may make changesin instructions to Obligors regarding payments if such newinstructions require such Obligor to make payments to anotherexisting Collection Account that is subject to an executedCollection Account Agreement.

                               (c)          Modifications to Contracts and Credit and CollectionPolicy.  Such Seller Party will not, and will not permitany Originator to, amend, modify or otherwise make any change tothe Credit and Collection Policy that could adversely affect thecollectibility of the Receivables or decrease the credit quality ofany newly created Receivables.  Except as provided inSection 8.2(c), the Servicer will not, and will not permitany Originator to, extend, amend or otherwise modify the terms ofany Receivable or any Contract related thereto other than inaccordance with the Credit and Collection Policy.

                               (d)          Sales, Liens.  Seller will not sell, assign (byoperation of law or otherwise) or otherwise dispose of, or grantany option with respect to, or create or suffer to exist anyAdverse Claim upon (including, without limitation, the filing ofany financing statement) or with respect to, any Receivable,Related Security or Collections, or upon or with respect to anyContract under which any Receivable arises, or any Lock-Box orCollection Account, or assign any right to receive income withrespect thereto (other than, in each case, the creation of theinterests therein in favor of the Agent and the Purchasers providedfor herein), and Seller will defend the right, title and interestof the Agent and the Purchasers in, to and under any of theforegoing property, against all claims of third parties claimingthrough or under Seller or any Originator.  Seller will notcreate or suffer to exist any mortgage, pledge, security interest,encumbrance, lien, charge or other similar arrangement on any ofits inventory.

                               (e)          Net Receivables Balance.  At no time prior to theAmortization Date shall Seller permit the Net Receivables Balanceto be less than an amount equal to the sum of (i) the AggregateCapital plus (ii) the Aggregate Reserves.

                               (f)           Termination Date Determination.  Seller will notdesignate the Termination Date (as defined in the SMC SaleAgreement), or send any written notice to Selling Subsidiary inrespect thereof, without the prior written consent of the Agent,except with respect to the occurrence of such Termination Datearising pursuant to Section 5.1(d) of the SMC SaleAgreement.

                               (g)          Restricted Junior Payments.  From and after theoccurrence of any Amortization Event, Seller will not make anyRestricted Junior Payment if, after giving effect thereto, Sellerwould fail to meet its obligations set forth in Section7.2(e).

                               (h)          Keeping and Marking of Records and Books.  Except onthe last Business Day of each calendar month, and except asotherwise permitted in Section 7.1(e), the Servicer willmake no recordation of the origination of new Receivables by Parentnor of the ownership thereof by Parent or SMC.

ARTICLEVIIIADMINISTRATION ANDCOLLECTION

                               Section8.1            Designation of Servicer.

                               (a)           Theservicing, administration and collection of the Receivables shallbe conducted by such Person (the “Servicer”) sodesignated from time to time in accordance with this Section8.1.  SMC is hereby designated as, and hereby agrees toperform the duties and obligations of, the Servicer pursuant to theterms of this Agreement.  The Agent may at any time followingthe occurrence and during the continuation of an Amortization Eventdesignate as Servicer any Person to succeed SMC or any successorServicer.

                               (b)          Without the prior written consent of the Agent and the RequiredFinancial Institutions, SMC shall not be permitted to delegate anyof its duties or responsibilities as Servicer to any Person otherthan (i) Seller and (ii) with respect to certain Charged-OffReceivables, outside collection agencies in accordance with itscustomary practices.  Seller shall not be permitted to furtherdelegate to any other Person any of the duties or responsibilitiesof the Servicer delegated to it by SMC.  If at any time theAgent shall designate as Servicer any Person other than SMC, allduties and responsibilities theretofore delegated by SMC to Sellermay, at the discretion of the Agent, be terminated forthwith onnotice given by the Agent to SMC and to Seller.

                               (c)          Notwithstanding the foregoing subsection (b), until such time asServicer’s duties have been terminated by Agent and asuccessor Servicer has commenced its duties as Servicer, (i) SMCshall be and remain primarily liable to the Agent and thePurchasers for the full and prompt performance of all duties andresponsibilities of the Servicer hereunder and (ii) the Agent andthe Purchasers shall be entitled to deal exclusively with SMC inmatters relating to the discharge by the Servicer of its duties andresponsibilities hereunder.  Unless and until the Agent hasreplaced SMC as Servicer, the Agent and the Purchasers shall not berequired to give notice, demand or other communication to anyPerson other than SMC in order for communication to the Servicerand its sub-servicer or other delegate with respect thereto to beaccomplished.  SMC, at all times that it is the Servicer,shall be responsible for providing any sub-servicer or otherdelegate of the Servicer with any notice given to the Servicerunder this Agreement.

                               Section8.2            Duties of Servicer.  The Servicer shall take or causeto be taken all such commercially reasonable actions as may benecessary or advisable to collect each Receivable from time totime, all in accordance with applicable laws, rules andregulations, with reasonable care and diligence, and in accordancewith the Credit and Collection Policy.

                               (a)           TheServicer will instruct all Obligors to pay all Collections directlyto a Lock-Box or Collection Account.  The Servicer shalleffect a Collection Account Agreement substantially in the form ofExhibit VI with each bank party to a Collection Account atany time.  The Servicer will not add or terminate any bank asa Collection Bank, or make any change in the instructions toObligors regarding payments to be made to any Lock-Box orCollection Account, unless Agent shall have received, at least ten(10) days before the proposed effective date therefor, (i) writtennotice of such addition, termination or change and (ii) withrespect to the addition of a Collection Bank or a CollectionAccount or Lock-Box, an executed Collection Account Agreement withrespect to the new Collection Account or Lock-Box. Notwithstanding the foregoing, Servicer may make changes ininstructions to Obligors regarding payments if (A) such newinstructions require such Obligor to make payments to anotherexisting Collection Account that is subject to an executedCollection Account Agreement or (B) such new instructions requiresuch Obligor to make payments directly to Servicer, provided, thatServicer may not give such instructions specified in clause (B) tothe extent that (1) an Amortization Event or Potential AmortizationEvent has occurred and is continuing or (2) the aggregateOutstanding Balance of Receivables owing by all Obligors in receiptof such instructions exceeds $2,000,000.  In the case of anyremittances received in any Lock-Box or Collection Account thatshall have been identified, to the satisfaction of the Servicer, tonot constitute Collections or other proceeds of the Receivables orthe Related Security, the Servicer shall promptly remit such itemsto the Person identified to it as being the owner of suchremittances.  From and after the date the Agent delivers toany Collection Bank a Collection Notice pursuant to Section8.3, the Agent may request that the Servicer, and the Servicerthereupon promptly shall instruct all Obligors with respect to theReceivables, to remit all payments thereon to a new depositaryaccount specified by the Agent and, at all times thereafter, Sellerand the Servicer shall not deposit or otherwise credit, and shallnot permit any other Person to deposit or otherwise credit to suchnew depositary account any cash or payment item other thanCollections.

                               (b)           TheServicer shall administer the Collections in accordance with theprocedures described herein and in Article II.  TheServicer shall set aside and hold in trust for the account ofSeller and the Purchasers their respective shares of theCollections in accordance with Article II.  TheServicer shall, upon the request of the Agent, segregate, in amanner acceptable to the Agent, all cash, checks and otherinstruments received by it from time to time constitutingCollections from the general funds of the Servicer or Seller priorto the remittance thereof in accordance with ArticleII.  If the Servicer shall be required to segregateCollections pursuant to the preceding sentence, the Servicer shallsegregate and deposit with a bank designated by the Agent suchallocable share of Collections of Receivables set aside for thePurchasers on the first Business Day following receipt by theServicer of such Collections, duly endorsed or with duly executedinstruments of transfer.

                               (c)           TheServicer may, in accordance with the Credit and Collection Policy,extend the maturity of any Receivable or adjust the OutstandingBalance of any Receivable as the Servicer determines to beappropriate to maximize Collections thereof; provided,however, that such extension or adjustment shall not alterthe status of such Receivable as a Delinquent Receivable orCharged-Off Receivable or limit the rights of the Agent or thePurchasers under this Agreement.  Notwithstanding anything tothe contrary contained herein, the Agent shall have the absoluteand unlimited right to direct the Servicer to commence or settleany legal action with respect to any Receivable or to forecloseupon or repossess any Related Security.

                               (d)           TheServicer shall hold in trust for Seller and the Purchasers allRecords that (i) evidence or relate to the Receivables, the relatedContracts and Related Security or (ii) are otherwise necessary ordesirable to collect the Receivables and shall, as soon aspracticable upon demand of the Agent, deliver or make available tothe Agent all such Records, at a place selected by the Agent. The Servicer shall, as soon as practicable following receiptthereof turn over to Seller any cash collections or other cashproceeds received with respect to Indebtedness not constitutingReceivables.  The Servicer shall, from time to time at therequest of any Purchaser, furnish to the Purchasers (promptly afterany such request) a calculation of the amounts set aside for thePurchasers pursuant to Article II.

                               (e)           Anypayment by an Obligor in respect of any indebtedness owed by it toany Originator or Seller shall, except as otherwise specified bysuch Obligor or otherwise required by contract or law and unlessotherwise instructed by the Agent, be applied as a Collection ofany Receivable of such Obligor (starting with the oldest suchReceivable) to the extent of any amounts then due and payablethereunder before being applied to any other receivable or otherobligation of such Obligor.

                               Section8.3            Collection Notices.  The Agent is authorized at anytime after the occurrence and during the continuation of aPotential Amortization Event or Amortization Event to date and todeliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Agent for the benefit of thePurchasers, effective when the Agent delivers such notice, theexclusive ownership and control of each Lock-Box and the CollectionAccounts.  In case any authorized signatory of Seller whosesignature appears on a Collection Account Agreement shall cease tohave such authority before the delivery of such notice, suchCollection Notice shall nevertheless be valid as if such authorityhad remained in force.  Seller hereby authorizes the Agent,and agrees that the Agent shall be entitled after the occurrence ofa Potential Amortization Event or an Amortization Event to (i)endorse Seller’s name on checks and other instrumentsrepresenting Collections, (ii) enforce the Receivables, the relatedContracts and the Related Security and (iii) take such action asshall be necessary or desirable to cause all cash, checks and otherinstruments constituting Collections of Receivables to come intothe possession of the Agent rather than Seller.

                               Section8.4            Responsibilities of Seller.  Anything herein to thecontrary notwithstanding, the exercise by the Agent and thePurchasers of their rights hereunder (other than with respect tothe Servicer only, the termination of Servicer in accordance withSection 8.1) shall not release the Servicer, Originators orSeller from any of their duties or obligations with respect to anyReceivables or under the related Contracts.  The Purchasersshall have no obligation or liability with respect to anyReceivables or related Contracts, nor shall any of them beobligated to perform the obligations of Seller.

                               Section8.5            Reports.  The Servicer shall prepare and forward to theAgent (i) on the fifteenth (15th) day of each month andat such times as the Agent shall request, a Monthly Report and (ii)at such times as the Agent shall request, a listing by Obligor ofall Receivables together with an aging of suchReceivables.

                               Section8.6            Servicing Fees.  In consideration of SMC’sagreement to act as Servicer hereunder, the Purchasers hereby agreethat, so long as SMC shall continue to perform as Servicerhereunder, Seller shall pay over to SMC a fee (the“Servicing Fee”) on the first calendar day ofeach month, in arrears for the immediately preceding month, equalto one percent (1.0%) per annum of the average Net ReceivablesBalance during such period.

ARTICLEIXAMORTIZATION EVENTS

                               Section9.1            Amortization Events.  The occurrence of any one or moreof the following events shall constitute an AmortizationEvent:

                               (a)           AnySeller Party shall fail (i) to make any payment or deposit requiredhereunder when due and, for any such payment or deposit which isnot in respect of Capital, such failure continues for one (1) day,or (ii) to perform or observe any term, covenant or agreementhereunder (other than as referred to in clause (i) of thisclause (a) and Sections 9.1(e) and (g) andsuch failure shall continue for five (5) consecutive BusinessDays.

                               (b)           Anyrepresentation, warranty, certification or statement made by anySeller Party (i) set forth in Sections 5.1(t) or (u) orotherwise with respect to the eligibility of a Receivable in anyother Transaction Document shall prove to have been incorrect inany respect when made or deemed made, except to the extent that aDeemed Collection has been paid in accordance with Section2.1 with respect to such breach or (ii) in this Agreement, anyother Transaction Document or in any other document deliveredpursuant hereto or thereto (other than as described in theimmediately preceding clause (i)) shall prove to have beenincorrect in any material respect when made or deemedmade.

                               (c)           (i)Failure of Seller to pay any Indebtedness when due; (ii) failure ofParent Originator or any other Seller Party to pay Indebtednesswhen due, which individually or together with such otherIndebtedness as to which any such failure exists has an aggregateoutstanding principal amount in excess of $3,000,000; or (iii) thedefault by Parent Originator or any Seller Party in the performanceof any term, provision or condition contained in any agreementunder which any such Indebtedness was created or is governed, theeffect of which is to cause, or to permit the holder or holders ofsuch Indebtedness to cause, such Indebtedness to become due priorto its stated maturity; or any such Indebtedness of ParentOriginator or any Seller Party shall be declared to be due andpayable or required to be prepaid (other than by a regularlyscheduled payment) prior to the date of maturitythereof.

                               (d)          Parent Originator, any Seller Party or any Material Subsidiaryshall generally not pay its debts as such debts become due or shalladmit in writing its inability to pay its debts generally or shallmake a general assignment for the benefit of creditors; or (ii) anyproceeding shall be instituted by or against Parent Originator, anySeller Party or any Material Subsidiary seeking to adjudicate itbankrupt or insolvent, or seeking liquidation, winding up,reorganization, arrangement, adjustment, protection, relief orcomposition of it or its debts under any law relating tobankruptcy, insolvency or reorganization or relief of debtors, orseeking the entry of an order for relief or the appointment of areceiver, trustee or other similar official for it or anysubstantial part of its property or (iii) Parent Originator, anySeller Party or any Material Subsidiary shall take any corporate orother comparable action to authorize any of the actions set forthin clauses (i) or (ii) above in this subsection (d).

                               (e)          Seller shall fail to comply with the terms of Section 2.6hereof.

                               (f)           As at the end of any calendar month, (i) the three-month rollingaverage Delinquency Trigger Ratio shall exceed 4.0%, (ii) thethree-month rolling average Default Trigger Ratio shall exceed 5.0%or (iii) the three-month rolling average Dilution Trigger Ratioshall exceed 1.25%.

                               (g)           TheNet Receivables Balance shall be less than the sum of AggregateCapital plus Aggregate Reserves.

                               (h)           AChange of Control shall occur.

                               (i)           (i) One or more final judgments for the payment of money shall beentered against Seller or (ii) any Originator or the Servicer shallfail within thirty (30) days to pay, bond or otherwise dischargeone or more final judgments for the payment of money in an amountin excess of $3,000,000, individually or in the aggregate (to theextent not covered by insurance or as to which the insurancecarrier has denied its responsibility).

                               (j)           (i) An “Amortization Event” or the “AmortizationDate” under and each as defined in the SMC Sale Agreementshall occur (and, with respect to the former, be continuing) underthe SMC Sale Agreement, (ii)  an “AmortizationEvent” or the “Amortization Date” under and eachas defined in the Parent Sale Agreement shall occur (and, withrespect to the former, be continuing) under the Parent SaleAgreement, (iii) Seller or any Originator shall fail to perform orobserve any material term, covenant or agreement under theReceivables Sale Agreement to which it is a party, SellingSubsidiary shall fail to enforce its rights under the Parent SaleAgreement after the occurrence of any such failure, or Seller shallfail to enforce its rights under either Receivables Sale Agreementafter the occurrence of any such failure, (iv) any Originator shallfor any reason cease to transfer, or cease to have the legalcapacity to transfer, or otherwise be incapable of transferringReceivables to Seller under the applicable Receivables SaleAgreement, or (v) any Receivables Sale Agreement or the TerminationAgreement shall cease to be effective or to be the legally valid,binding and enforceable obligation of any Originator.

                               (k)          This Agreement shall terminate in whole or in part (except inaccordance with its terms), or shall cease to be effective or to bethe legally valid, binding and enforceable obligation of Seller, orany Obligor shall directly or indirectly contest in any manner sucheffectiveness, validity, binding nature or enforceability, or theAgent for the benefit of the Purchasers shall cease to have a validand perfected first priority security interest in the Receivables,the Related Security and the Collections with respect thereto andthe Collection Accounts.

                               (l)           Seller shall fail to have a Net Worth equal to or greater than thelesser of (i) 3.0% of the Outstanding Balance of Receivables and(ii) 3.0% of the Purchase Limit.

                               Section9.2            Remedies.  Upon the occurrence and during thecontinuation of an Amortization Event, the Agent may, or upon thedirection of the Required Financial Institutions shall, take any ofthe following actions: (i) replace the Person then acting asServicer, (ii) declare the Amortization Date to have occurred,whereupon the Amortization Date shall forthwith occur, withoutdemand, protest or further notice of any kind, all of which arehereby expressly waived by each Seller Party; provided, however,that upon the occurrence of an Amortization Event described inSection 9.1(d)(ii), or of an actual or deemed entry of anorder for relief with respect to any Seller Party under the FederalBankruptcy Code, the Amortization Date shall automatically occur,without demand, protest or any notice of any kind, all of which arehereby expressly waived by each Seller Party, (iii) to the fullestextent permitted by applicable law, declare that the Default Feeshall accrue with respect to any of the Aggregate Unpaidsoutstanding at such time, (iv) deliver the Collection Notices tothe Collection Banks, and (v) notify Obligors of thePurchasers’ interest in the Receivables.  Theaforementioned rights and remedies shall be without limitation, andshall be in addition to all other rights and remedies of the Agentand the Purchasers otherwise available under any other provision ofthis Agreement, by operation of law, at equity or otherwise, all ofwhich are hereby expressly preserved, including, withoutlimitation, all rights and remedies provided under the UCC, all ofwhich rights shall be cumulative.

ARTICLEXINDEMNIFICATION

                               Section10.1          Indemnities by The Seller Parties.  Without limitingany other rights that the Agent or any Purchaser may have hereunderor under applicable law, (A) Seller hereby agrees to indemnify (andpay upon demand to) the Agent and each Purchaser and theirrespective assigns, officers, directors, agents and employees (eachan “Indemnified Party”) from and against any andall damages, losses, claims, taxes, liabilities, costs, expensesand for all other amounts payable, including reasonableattorneys’ fees (which attorneys may be employees of theAgent or such Purchaser) and disbursements (all of the foregoingbeing collectively referred to as “IndemnifiedAmounts”) awarded against or incurred by any of themarising out of or as a result of this Agreement or the acquisition,either directly or indirectly, by a Purchaser of an interest in theReceivables, and (B) the Servicer hereby agrees to indemnify (andpay upon demand to) each Indemnified Party for Indemnified Amountsawarded against or incurred by any of them arising out of theServicer’s activities as Servicer hereunder excluding,however, in all instances specified in this Section10.1:
|            |               (i)          IndemnifiedAmounts to the extent a final judgment of a court of competentjurisdiction holds that such Indemnified Amounts resulted fromgross negligence or willful misconduct on the part of theIndemnified Party seeking indemnification;                                                                                                                                                                                                                                                   |
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|            |               (ii)         IndemnifiedAmounts to the extent the same includes losses in respect ofReceivables that are uncollectible on account of the insolvency,bankruptcy or lack of creditworthiness of the related Obligor;or                                                                                                                                                                                                                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|            |               (iii)        taxesimposed by the jurisdiction in which such Indemnified Party’sprincipal executive office is located, on or measured by theoverall net income of such Indemnified Party to the extent that thecomputation of such taxes is consistent with the characterizationfor income tax purposes of the acquisition by the Purchasers ofPurchaser Interests as a loan or loans by the Purchasers to Sellersecured by the Receivables, the Related Security, the CollectionAccounts and the Collections; |

provided,however, that nothing contained in this sentence shall limitthe liability of any Seller Party or limit the recourse of thePurchasers to any Seller Party for amounts otherwise specificallyprovided to be paid by such Seller Party under the terms of thisAgreement.  Without limiting the generality of the foregoingindemnification, Seller shall indemnify the Agent and thePurchasers for Indemnified Amounts (including, without limitation,losses in respect of uncollectible receivables, regardless ofwhether reimbursement therefor would constitute recourse to Selleror the Servicer) relating to or resulting from:
|            |                (iv)        anyrepresentation or warranty made by any Seller Party or anyOriginator (or any officers of any such Person) under or inconnection with this Agreement, any other Transaction Document orany other information or report delivered by any such Personpursuant hereto or thereto, which shall have been false orincorrect when made or deemed made;                                                                                                                                                                                                                      |
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|            |               (v)        thefailure by Seller, the Servicer or any Originator to comply withany applicable law, rule or regulation with respect to anyReceivable or Contract related thereto, or the nonconformity of anyReceivable or Contract included therein with any such applicablelaw, rule or regulation or any failure of any Originator to keep orperform any of its obligations, express or implied, with respect toany Contract;                                                                                                                                                            |
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|            |               (vi)        anyfailure of Seller, the Servicer or any Originator to perform itsduties, covenants or other obligations in accordance with theprovisions of this Agreement or any other TransactionDocument;                                                                                                                                                                                                                                                                                                                                                                                |
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|            |               (vii)        anyproducts liability, personal injury or damage suit, or othersimilar claim arising out of or in connection with merchandise,insurance or services that are the subject of any Contract or anyReceivable;                                                                                                                                                                                                                                                                                                                                                                   |
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|            |               (viii)        anydispute, claim, offset or defense (other than discharge inbankruptcy of the Obligor) of the Obligor to the payment of anyReceivable (including, without limitation, a defense based on suchReceivable or the related Contract not being a legal, valid andbinding obligation of such Obligor enforceable against it inaccordance with its terms), or any other claim resulting from thesale of the merchandise or service related to such Receivable orthe furnishing or failure to furnish such merchandise orservices;                                                 |
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|            |               (ix)        thecommingling of Collections of Receivables at any time with otherfunds;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|            |               (x)        anyinvestigation, litigation or proceeding related to or arising fromthis Agreement or any other Transaction Document, the transactionscontemplated hereby, the use of the proceeds of an IncrementalPurchase or a Reinvestment, the ownership of the PurchaserInterests or any other investigation, litigation or proceedingrelating to Seller, the Servicer or any Originator in which anyIndemnified Party becomes involved as a result of any of thetransactions contemplated hereby;                                                                                      |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xi)        anyinability to litigate any claim against any Obligor in respect ofany Receivable as a result of such Obligor being immune from civiland commercial law and suit on the grounds of sovereignty orotherwise from any legal action, suit or proceeding;                                                                                                                                                                                                                                                                                                                        |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xii)        anyAmortization Event described in Section 9.1(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xiii)        anyfailure of Seller to acquire and maintain legal and equitable titleto, and ownership of any Receivable and the Related Security andCollections with respect thereto from Selling Subsidiary, free andclear of any Adverse Claim (other than as created hereunder); orany failure of Seller to give reasonably equivalent value toSelling Subsidiary under the SMC Sale Agreement in consideration ofthe transfer by Selling Subsidiary of any Receivable, or anyattempt by any Person to void such transfer under statutoryprovisions or common law or equitable action; |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xiv)        anyfailure to vest and maintain vested in the Agent for the benefit ofthe Purchasers, or to transfer to the Agent for the benefit of thePurchasers, legal and equitable title to, and ownership of, a firstpriority perfected undivided percentage ownership interest (to theextent of the Purchaser Interests contemplated hereunder) orsecurity interest in the Receivables, the Related Security and theCollections, free and clear of any Adverse Claim (except as createdby the Transaction Documents);                                                                 |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xv)        thefailure to have filed, or any delay in filing, financing statementsor other similar instruments or documents under the UCC of anyapplicable jurisdiction or other applicable laws with respect toany Receivable, the Related Security and Collections with respectthereto, and the proceeds of any thereof, whether at the time ofany Incremental Purchase or Reinvestment or at any subsequenttime;                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xvi)        anyaction or omission by any Seller Party which reduces or impairs therights of the Agent or the Purchasers with respect to anyReceivable or the value of any such Receivable;                                                                                                                                                                                                                                                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xvii)        anyattempt by any Person to void any Incremental Purchase orReinvestment hereunder under statutory provisions or common law orequitable action; and                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|            |               (xviii)        thefailure of any Receivable included in the calculation of the NetReceivables Balance as an Eligible Receivable to be an EligibleReceivable at the time so included.                                                                                                                                                                                                                                                                                                                                                                                                      |

                               Section10.2          Increased Cost and Reduced Return.  If after the date hereof, any Funding Source shall becharged any fee, expense or increased cost on account of theadoption of any applicable law, rule or regulation (including anyapplicable law, rule or regulation regarding capital adequacy) orany change therein, or any change in the interpretation oradministration thereof by any governmental authority, central bankor comparable agency charged with the interpretation oradministration thereof, or compliance with any request or directive(whether or not having the force of law) of any such authority,central bank or comparable agency (a “RegulatoryChange”):  (i) that subjects any Funding Source toany charge or withholding on or with respect to any FundingAgreement or a Funding Source’s obligations under a FundingAgreement, or on or with respect to the Receivables, or changes thebasis of taxation of payments to any Funding Source of any amountspayable under any Funding Agreement (except for changes in the rateof tax on the overall net income of a Funding Source or taxesexcluded by Section 10.1) or (ii) that imposes, modifies ordeems applicable any reserve, assessment, insurance charge, special deposit or similarrequirement against assets of, deposits with or for the account ofa Funding Source, or credit extended by a Funding Source pursuantto a Funding Agreement or (iii) that imposes any other conditionthe result of which is to increase the cost to a Funding Source ofperforming its obligations under a Funding Agreement, or to reducethe rate of return on a Funding Source’s capital as aconsequence of its obligations under a Funding Agreement, or toreduce the amount of any sum received or receivable by a FundingSource under a Funding Agreement or to require any paymentcalculated by reference to the amount of interests or loans held orinterest received by it, then, upon demand by the Agent, Sellershall pay to the Agent, for the benefit of the relevant FundingSource, such amounts charged to such Funding Source or such amountsto otherwise compensate such Funding Source for such increased costor such reduction.

                               Section10.3          Other Costs and Expenses.  Seller shall pay to theAgent and Jupiter on demand all costs and out-of-pocket expenses inconnection with the preparation, execution, delivery andadministration of this Agreement, the transactions contemplatedhereby and the other documents to be delivered hereunder, includingwithout limitation, the cost of Jupiter’s auditors auditingthe books, records and procedures of Seller, reasonable fees andout-of-pocket expenses of legal counsel for Jupiter and the Agent(which such counsel may be employees of Jupiter or the Agent) withrespect thereto and with respect to advising Jupiter and the Agentas to their respective rights and remedies under thisAgreement.  Seller shall pay to the Agent on demand any andall costs and out-of-pocket expenses of the Agent and thePurchasers, if any, including reasonable counsel fees andout-of-pocket expenses in connection with the enforcement of thisAgreement and the other documents delivered hereunder and inconnection with any restructuring or workout of this Agreement orsuch documents, or the administration of this Agreement followingan Amortization Event.  Seller shall reimburse Jupiter ondemand for all other costs and expenses incurred by Jupiter(“Other Costs”), including, without limitation,the cost of auditing Jupiter’s books by certified publicaccountants, the cost of rating the Commercial Paper by independentfinancial rating agencies, and the reasonable fees andout-of-pocket expenses of counsel for Jupiter or any counsel forany shareholder of Jupiter with respect to advising Jupiter or suchshareholder as to matters relating to Jupiter’soperations.

                               Section10.4          Allocations.  Jupiter shall allocate the liability forOther Costs among Seller and other Persons with whom Jupiter hasentered into agreements to purchase interests in receivables(“Other Sellers”).  If any Other Costs areattributable to Seller and not attributable to any Other Seller,Seller shall be solely liable for such Other Costs.  However,if Other Costs are attributable to Other Sellers and notattributable to Seller, such Other Sellers shall be solely liablefor such Other Costs.  All allocations to be made pursuant tothe foregoing provisions of this Article X shall be made byJupiter in its sole discretion and shall be binding on Seller andthe Servicer.

ARTICLEXITHE AGENT

                               Section11.1          Authorization and Action.  Each Purchaser herebydesignates and appoints Bank One to act as its agent hereunder andunder each other Transaction Document, and authorizes the Agent totake such actions as agent on its behalf and to exercise suchpowers as are delegated to the Agent by the terms of this Agreementand the other Transaction Documents together with such powers asare reasonably incidental thereto.  The Agent shall not haveany duties or responsibilities, except those expressly set forthherein or in any other Transaction Document, or any fiduciaryrelationship with any Purchaser, and no implied covenants,functions, responsibilities, duties, obligations or liabilities onthe part of the Agent shall be read into this Agreement or anyother Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under theother Transaction Documents, the Agent shall act solely as agentfor the Purchasers and does not assume nor shall be deemed to haveassumed any obligation or relationship of trust or agency with orfor any Seller Party or any of such Seller Party’s successorsor assigns.  The Agent shall not be required to take anyaction that exposes the Agent to personal liability or that iscontrary to this Agreement, any other Transaction Document orapplicable law.  The appointment and authority of the Agenthereunder shall terminate upon the indefeasible payment in full ofall Aggregate Unpaids.  Each Purchaser hereby authorizes theAgent to execute each of the Uniform Commercial Code financingstatements, the Collection Account Agreements and the Fee Letter onbehalf of such Purchaser (the terms of which shall be binding onsuch Purchaser).

                               Section11.2          Delegation of Duties.  The Agent may execute any of itsduties under this Agreement and each other Transaction Document byor through agents or attorneys-in-fact and shall be entitled toadvice of counsel concerning all matters pertaining to suchduties.  The Agent shall not be responsible for the negligenceor misconduct of any agents or attorneys-in-fact selected by itwith reasonable care.

                               Section11.3          Exculpatory Provisions.  Neither the Agent nor any ofits directors, officers, agents or employees shall be (i) liablefor any action lawfully taken or omitted to be taken by it or themunder or in connection with this Agreement or any other TransactionDocument (except for its, their or such Person’s own grossnegligence or willful misconduct), or (ii) responsible in anymanner to any of the Purchasers for any recitals, statements,representations or warranties made by any Seller Party contained inthis Agreement, any other Transaction Document or any certificate,report, statement or other document referred to or provided for in,or received under or in connection with, this Agreement, or anyother Transaction Document or for the value, validity,effectiveness, genuineness, enforceability or sufficiency of thisAgreement, or any other Transaction Document or any other documentfurnished in connection herewith or therewith, or for any failureof any Seller Party to perform its obligations hereunder orthereunder, or for the satisfaction of any condition specified inArticle VI, or for the perfection, priority, condition,value or sufficiency of any collateral pledged in connectionherewith.  The Agent shall not be under any obligation to anyPurchaser toascertain or to inquire as to the observance or performance ofany of the agreements or covenants contained in, or conditions of,this Agreement or any other Transaction Document, or to inspect theproperties, books or records of the Seller Parties.  The Agentshall not be deemed to have knowledge of any Amortization Event orPotential Amortization Event unless the Agent has received noticefrom Seller or a Purchaser.

                               Section11.4          Reliance by Agent.  The Agent shall in all cases beentitled to rely, and shall be fully protected in relying, upon anydocument or conversation believed by it to be genuine and correctand to have been signed, sent or made by the proper Person orPersons and upon advice and statements of legal counsel (including,without limitation, counsel to Seller), independent accountants andother experts selected by the Agent.  The Agent shall in allcases be fully justified in failing or refusing to take any actionunder this Agreement or any other Transaction  Document unlessit shall first receive such advice or concurrence of Jupiter or theRequired Financial Institutions or all of the Purchasers, asapplicable, as it deems appropriate and it shall first beindemnified to its satisfaction by the Purchasers, providedthat unless and until the Agent shall have received such advice,the Agent may take or refrain from taking any action, as the Agentshall deem advisable and in the best interests of thePurchasers.  The Agent shall in all cases be fully protectedin acting, or in refraining from acting, in accordance with arequest of Jupiter or the Required Financial Institutionsor all of the Purchasers, as applicable, and such request andany action taken or failure to act pursuant thereto shall bebinding upon all the Purchasers.

                               Section11.5          Non-Reliance on Agent and Other Purchasers.  EachPurchaser expressly acknowledges that neither the Agent, nor any ofits officers, directors, employees, agents, attorneys-in-fact oraffiliates has made any representations or warranties to it andthat no act by the Agent hereafter taken, including, withoutlimitation, any review of the affairs of any Seller Party, shall bedeemed to constitute any representation or warranty by theAgent.  Each Purchaser represents and warrants to the Agentthat it has and will, independently and without reliance upon theAgent or any other Purchaser and based on such documents andinformation as it has deemed appropriate, made its own appraisal ofand investigation into the business, operations, property,prospects, financial and other conditions and creditworthiness ofSeller and made its own decision to enter into this Agreement, theother Transaction Documents and all other documents related heretoor thereto.

                               Section11.6          Reimbursement and Indemnification.  The FinancialInstitutions agree to reimburse and indemnify the Agent and itsofficers, directors, employees, representatives and agents ratablyaccording to their Pro Rata Shares, to the extent not paid orreimbursed by the Seller Parties (i) for any amounts for which theAgent, acting in its capacity as Agent, is entitled toreimbursement by the Seller Parties hereunder and (ii) for anyother expenses incurred by the Agent, in its capacity as Agent andacting on behalf of the Purchasers, in connection with theadministration and enforcement of this Agreement and the otherTransaction Documents.

                               Section11.7          Agent in its Individual Capacity.  The Agent and itsAffiliates may make loans to, accept deposits from and generallyengage in any kind of business with Seller or any Affiliate ofSeller as though the Agent were not the Agent hereunder.  Withrespect to the acquisition of Purchaser Interests pursuant to thisAgreement, the Agent shall have the same rights and powers underthis Agreement in its individual capacity as any Purchaser and mayexercise the same as though it were not the Agent, and the terms“Financial Institution,”“Purchaser,” “FundingSource”, “Financial Institutions”,“Funding Sources” and“Purchasers” shall include the Agent in itsindividual capacity.

                               Section11.8          Successor Agent.  The Agent may, upon five days’notice to Seller and the Purchasers, and the Agent will, upon thedirection of all of the Purchasers (other than the Agent, in itsindividual capacity) resign as Agent.  If the Agent shallresign, then the Required Financial Institutions during suchfive-day period shall appoint from among the Purchasers a successoragent.  If for any reason no successor Agent is appointed bythe Required Financial Institutions during such five-day period,then effective upon the termination of such five day period, thePurchasers shall perform all of the duties of the Agent hereunderand under the other Transaction Documents and Seller and theServicer (as applicable) shall make all payments in respect of theAggregate Unpaids directly to the applicable Purchasers and for allpurposes shall deal directly with the Purchasers.  After theeffectiveness of any retiring Agent’s resignation hereunderas Agent, the retiring Agent shall be discharged from its dutiesand obligations hereunder and under the other Transaction Documentsand the provisions of this Article XI and Article Xshall continue in effect for its benefit with respect to anyactions taken or omitted to be taken by it while it was Agent underthis Agreement and under the other TransactionDocuments.

ARTICLEXIIASSIGNMENTS;PARTICIPATIONS

                               Section12.1          Assignments.  Seller and each Financial Institutionhereby agree and consent to the complete or partial assignment byJupiter of all or any portion of its rights under, interest in,title to and obligations under this Agreement to the FinancialInstitutions pursuant to Section 13.1 or to any otherPerson, and upon such assignment, Jupiter shall be released fromits obligations so assigned.  Further, Seller and eachFinancial Institution hereby agree that any assignee of Jupiter ofthis Agreement or all or any of the Purchaser Interests of Jupitershall have all of the rights and benefits under this Agreement asif the term “Jupiter” explicitly referred tosuch party,and no such assignment shall inany way impair the rights and benefits of Jupiter hereunder. Neither Seller nor the Servicer shall have the right to assign itsrights or obligations under this Agreement.

                               (a)           AnyFinancial Institution may at any time and from time to time assignto one or more Persons (“Purchasing FinancialInstitutions”) all or any part of its rights andobligations under this Agreement pursuant to an assignmentagreement, substantially in the form set forth in ExhibitVII hereto (the “Assignment Agreement”)executed by such Purchasing Financial Institution and such sellingFinancial Institution.  The consent of Jupiter shall berequired prior to the effectiveness of any such assignment. Each assignee of a Financial Institution must (i) have a short-termdebt rating of A-1 or better by Standard & Poor’s RatingsGroup and P-1 by Moody’s Investor Service, Inc. and (ii)agree to deliver to the Agent, promptly following any requesttherefor by the Agent or Jupiter, an enforceability opinion in formand substance satisfactory to the Agent and Jupiter.  Upondelivery of the executed Assignment Agreement to the Agent, suchselling Financial Institution shall be released from itsobligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for allpurposes be a Financial Institution party to this Agreement andshall have all the rights and obligations of a FinancialInstitution under this Agreement to the same extent as if it werean original party hereto and no further consent or action bySeller, the Purchasers or the Agent shall be required.

                               (b)          Each of the Financial Institutions agrees that in the event that itshall cease to have a short-term debt rating of A-1 or better byStandard & Poor’s Ratings Group and P-1 by Moody’sInvestor Service, Inc. (an “Affected FinancialInstitution”), such Affected Financial Institution shallbe obliged, at the request of Jupiter or the Agent, to assign allof its rights and obligations hereunder to (x) another FinancialInstitution or (y) another funding entity nominated by the Agentand acceptable to Jupiter, and willing to participate in thisAgreement through the Liquidity Termination Date in the place ofsuch Affected Financial Institution; provided that theAffected Financial Institution receives payment in full, pursuantto an Assignment Agreement, of an amount equal to such FinancialInstitution’s Pro Rata Share of the Aggregate Capital andYield owing to the Financial Institutions and all accrued butunpaid fees and other costs and expenses payable in respect of itsPro Rata Share of the Purchaser Interests of the FinancialInstitutions.

                               Section12.2          Participations.  Any Financial Institution may, in theordinary course of its business at any time sell to one or morePersons (each a “Participant”) participatinginterests in its Pro Rata Share of the Purchaser Interests of theFinancial Institutions, its obligation to pay Jupiter itsAcquisition Amounts or any other interest of such FinancialInstitution hereunder.  Notwithstanding any such sale by aFinancial Institution of a participating interest to a Participant,such Financial Institution’s rights and obligations underthis Agreement shall remain unchanged, such Financial Institutionshall remain solely responsible for the performance of itsobligations hereunder, and Seller, Jupiter and the Agent shallcontinue to deal solely and directly with such FinancialInstitution in connection with such Financial Institution’srights and obligations under this Agreement.  Each FinancialInstitution agrees that any agreement between such FinancialInstitution and any such Participant in respect of suchparticipating interest shall not restrict such FinancialInstitution’s right to agree to any amendment, supplement,waiver or modification to this Agreement, except for any amendment,supplement, waiver or modification described in Section14.1(b)(i).

ARTICLEXIIILIQUIDITY FACILITY

                               Section13.1          Transfer to Financial Institutions.  Each FinancialInstitution hereby agrees, subject to Section 13.4, thatimmediately upon written notice from Jupiter delivered on or priorto the Liquidity Termination Date, it shall acquire by assignmentfrom Jupiter, without recourse or warranty, its Pro Rata Share ofone or more of the Purchaser Interests of Jupiter as specified byJupiter.  Each such assignment by Jupiter shall be made prorata among all of the Financial Institutions, except for pro rataassignments to one or more Terminating Financial Institutionspursuant to Section 13.6.  Each such FinancialInstitution shall, no later than 1:00 p.m. (Chicago time) on thedate of such assignment, pay in immediately available funds (unlessanother form of payment is otherwise agreed between Jupiter and anyFinancial Institution) to the Agent at an account designated by theAgent, for the benefit of Jupiter, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it doesnot intend to pay its Acquisition Amount, the Agent may assume thatsuch payment has been made and may, but shall not be obligated to,make the amount of such payment available to Jupiter in relianceupon such assumption.  Jupiter hereby sells and assigns to theAgent for the ratable benefit of the Financial Institutions, andthe Agent hereby purchases and assumes from Jupiter, effective uponthe receipt by Jupiter of the Jupiter Transfer Price, the PurchaserInterests of Jupiter which are the subject of any transfer pursuantto this Article XIII.

                               Section13.2          Transfer Price Reduction Yield.  If the Adjusted FundedAmount is included in the calculation of the Jupiter Transfer Pricefor any Purchaser Interest, each Financial Institution agrees thatthe Agent shall pay to Jupiter the Reduction Percentage of anyYield received by the Agent with respect to such PurchaserInterest.

                               Section13.3          Payments to Jupiter.  In consideration for thereduction of the Jupiter Transfer Prices by the Jupiter TransferPrice Reductions, effective only at such time as the aggregateamount of the Capital of the Purchaser Interests of the FinancialInstitutions equals the Jupiter Residual, each FinancialInstitution hereby agrees that the Agent shall not distribute tothe Financial Institutions and shall immediately remit to Jupiterany Yield, Collections or other payments received by it to beapplied pursuant to the terms hereof or otherwise to reduce theCapital of the Purchaser Interests of the FinancialInstitutions.

                               Section13.4          Limitation on Commitment to Purchase from Jupiter. Notwithstanding anything to the contrary in this Agreement, noFinancial Institution shall have any obligation to purchase anyPurchaser Interest from Jupiter, pursuant to Section 13.1 orotherwise, if:
|            |               (i)          Jupitershall have voluntarily commenced any proceeding or filed anypetition under any bankruptcy, insolvency or similar law seekingthe dissolution, liquidation or reorganization of Jupiter or takenany corporate action for the purpose of effectuating any of theforegoing; or          |
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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|            |               (ii)         involuntaryproceedings or an involuntary petition shall have been commenced orfiled against Jupiter by any Person under any bankruptcy,insolvency or similar law seeking the dissolution, liquidation orreorganization of Jupiter and such proceeding or petition shallhave not been dismissed. |

                               Section13.5          Defaulting Financial Institutions.  If one or moreFinancial Institutions defaults in its obligation to pay itsAcquisition Amount pursuant to Section 13.1 (each suchFinancial Institution shall be called a “DefaultingFinancial Institution” and the aggregate amount of suchdefaulted obligations being herein called the “JupiterTransfer Price Deficit”), then upon notice from theAgent, each Financial Institution other than the DefaultingFinancial Institutions (a “Non-Defaulting FinancialInstitution”) shall promptly pay to the Agent, inimmediately available funds, an amount equal to the lesser of (x)such Non-Defaulting Financial Institution’s proportionateshare (based upon the relative Commitments of the Non-DefaultingFinancial Institutions, after excluding the Commitment of anyApproved Unconditional Liquidity Providers) of the Jupiter TransferPriceDeficit and (y) the unusedportion of such Non-Defaulting Financial Institution’sCommitment; provided, however, that if an ApprovedUnconditional Liquidity Provider is the Defaulting FinancialInstitution, the Non-Defaulting Financial Institutions shall haveno obligation to pay any amount to the Agent pursuant to thisSection 13.5 as a result of a default by such ApprovedUnconditional Liquidity Provider; provided, further,that in no event shall any Approved Unconditional LiquidityProvider be required to make any payment as a Non-DefaultingFinancial Institution pursuant to this Section 13.5.  ADefaulting Financial Institution shall forthwith upon demand pay tothe Agent for the account of the Non-Defaulting FinancialInstitutions all amounts paid by each Non-Defaulting FinancialInstitution on behalf of such Defaulting Financial Institution,together with interest thereon, for each day from the date apayment was made by a Non-Defaulting Financial Institution untilthe date such Non-Defaulting Financial Institution has been paidsuch amounts in full, at a rate per annum equal to the FederalFunds Effective Rate plus two percent (2%).  In addition,without prejudice to any other rights that Jupiter may have underapplicable law, each Defaulting Financial Institution shall pay toJupiter forthwith upon demand, the difference between suchDefaulting Financial Institution’s unpaid Acquisition Amountand the amount paid with respect thereto by the Non-DefaultingFinancial Institutions, together with interest thereon, for eachday from the date of the Agent’s request for such DefaultingFinancial Institution’s Acquisition Amount pursuant toSection 13.1 until the date the requisite amount is paid toJupiter in full, at a rate per annum equal to the Federal FundsEffective Rate plus two percent (2%).

                               Section13.6          Terminating Financial Institutions.

                               (a)          Each Financial Institution hereby agrees to deliver written noticeto the Agent not more than thirty (30) Business Days and not lessthan five (5) Business Days prior to the Liquidity Termination Dateindicating whether such Financial Institution intends to renew itsCommitment hereunder.  If any Financial Institution fails todeliver such notice on or prior to the date that is five (5)Business Days prior to the Liquidity Termination Date, suchFinancial Institution will be deemed to have declined to renew itsCommitment (each Financial Institution which has declined or hasbeen deemed to have declined to renew its Commitment hereunder, a“Non-Renewing Financial Institution”).  TheAgent shall promptly notify Jupiter of each Non-Renewing FinancialInstitution and Jupiter, in its sole discretion, may (A) to theextent of Commitment Availability, declare that such Non-RenewingFinancial Institution’s Commitment shall, to such extent,automatically terminate on a date specified by Jupiter on or beforethe Liquidity Termination Date or (B) upon one (1) BusinessDays’ notice to such Non-Renewing Financial Institutionassign to such Non-Renewing Financial Institution on a datespecified by Jupiter its Pro Rata Share of the aggregate PurchaserInterests then held by Jupiter, subject to, and in accordance with,Section 13.1.  In addition, Jupiter may, in its solediscretion, at any time (x) to the extent of CommitmentAvailability, declare that any Affected FinancialInstitution’s Commitment shall automatically terminate on adate specified by Jupiter or (y) assign to any Affected FinancialInstitution on a date specified by Jupiter its Pro Rata Share ofthe aggregate Purchaser Interests then held by Jupiter, subject to,and in accordance with, Section 13.1 (each AffectedFinancial Institution or each Non-Renewing Financial Institution ishereinafter referred to as a “Terminating FinancialInstitution”).   The parties hereto expresslyacknowledge that any declaration of the termination of anyCommitment, any assignment pursuant to this Section 13.6 andthe order of priority of any such termination or assignment amongTerminating Financial Institutions shall be made by Jupiter in itssole and absolute discretion.

                               (b)          Upon any assignment to a Terminating Financial Institution asprovided in this Section 13.6, any remaining Commitment ofsuch Terminating Financial Institution shall automaticallyterminate.  Upon reduction to zero of the Capital of all ofthe Purchaser Interests of a Terminating Financial Institution(after application of Collections thereto pursuant to Sections2.2 and 2.3) all rights and obligations of such TerminatingFinancial Institution hereunder shall be terminated and suchTerminating Financial Institution shall no longer be a“Financial Institution” hereunder; provided,however, that the provisions of Article X shall continue ineffect for its benefit with respect to Purchaser Interests held bysuch Terminating Financial Institution prior to its termination asa Financial Institution.

ARTICLEXIVMISCELLANEOUS

                               Section14.1          Waivers and Amendments.

                               (a)           Nofailure or delay on the part of the Agent or any Purchaser inexercising any power, right or remedy under this Agreement shalloperate as a waiver thereof, nor shall any single or partialexercise of any such power, right or remedy preclude any otherfurther exercise thereof or the exercise of any other power, rightor remedy.  The rights and remedies herein provided shall becumulative and nonexclusive of any rights or remedies provided bylaw.  Any waiver of this Agreement shall be effective only inthe specific instance and for the specific purpose for whichgiven.

                               (b)           Noprovision of this Agreement may be amended, supplemented, modifiedor waived except in writing in accordance with the provisions ofthis Section 14.1(b).  Jupiter, Seller and the Agent,at the direction of the Required Financial Institutions, may enterinto written modifications or waivers of any provisions of thisAgreement, provided, however, that no suchmodification or waiver shall:
|            |               (i)          withoutthe consent of each affected Purchaser, (A) extend the LiquidityTermination Date or the date of any payment or deposit ofCollections by Seller or the Servicer, (B) reduce the rate orextend the time of payment of Yield or any CP Costs (or anycomponent of Yield or CP Costs), (C) reduce any fee payable to theAgent for the benefit of the Purchasers, (D) except pursuant toArticle XII hereof, change the amount of the Capital of anyPurchaser, any Financial Institution’s Pro Rata Share (exceptpursuant to Sections 13.1 or 13.5) or any FinancialInstitution’s Commitment, (E) amend, modify or waive anyprovision of the definition of Required Financial Institutions orthis Section 14.1(b), (F) consent to or permit theassignment or transfer by Seller of any of its rights andobligations under this Agreement, (G) amend or modify Section9.1(f) or change the definition of “AggregateReserve,” “Concentration Limit,”“Default Proxy Ratio,” “Default TriggerRatio,” “Delinquency Trigger Ratio,”“Dilution Trigger Ratio,” “DilutionRatio,” “Dilution Reserve,”“Dilution Reserve Ratio,” “EligibleReceivable,” “Loss Reserve,”“Loss Reserve Ratio,” or “Servicer andYield Reserve” or (H) amend or modify any defined term(or any defined term used directly or indirectly in such definedterm) used in clauses (A) through (G) above in a manner that wouldcircumvent the intention of the restrictions set forth in suchclauses; or |
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|            |               (ii)          withoutthe written consent of the then Agent, amend, modify or waive anyprovision of this Agreement if the effect thereof is to affect therights or duties of such Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

Notwithstanding theforegoing, (i) without the consent of the Financial Institutions,but with the consent of Seller, the Agent may amend this Agreementsolely to add additional Persons as Financial Institutionshereunder and (ii) the Agent, the Required Financial Institutionsand Jupiter may enter into amendments to modify any of the terms orprovisions of Article II, Article XI, ArticleXII, Article XIII, Section 14.13 or any otherprovision of this Agreement without the consent of Seller, providedthat such amendment has no negative impact upon Seller.  Anymodification or waiver made in accordance with this Section14.1 shall apply to each of the Purchasers equally and shall bebinding upon Seller, Servicer, the Purchasers and theAgent.

                               Section14.2          Notices.  Except as provided in this Section14.2, all communications and notices provided for hereundershall be in writing (including bank wire, telecopy or electronicfacsimile transmission or similar writing) and shall be given tothe other parties hereto at their respective addresses or telecopynumbers set forth on the signature pages hereof or at such otheraddress or telecopy number as such Person may hereafter specify forthe purpose of notice to each of the other parties hereto. Each such notice or other communicationshall be effective if given bytelecopy, upon the receipt thereof, if given by mail, three (3)Business Days after the time such communication is deposited in themail with first class postage prepaid or if given by any othermeans, when received at the address specified in this Section14.2.  Seller hereby authorizes the Agent to effectpurchases and Tranche Period and Discount Rate selections based ontelephonic notices made byany Person whose name isset forth on Schedule 14.2 as may be supplemented from timeto time by Seller in written notice to Agent.  Seller agreesto deliver promptly to the Agent a written confirmation of eachtelephonic notice signed by an Authorized Officer of Seller;provided, however, the absence of such confirmationshall not affect the validity of such notice.  If the writtenconfirmation differs from the action taken by the Agent, therecords of the Agent shall govern absent manifest error.

                               Section14.3          Ratable Payments.  If any Purchaser, whether by setoffor otherwise, has payment made to it with respect to any portion ofthe Aggregate Unpaids owing to such Purchaser (other than paymentsreceived pursuant to Section 10.2 or 10.3) in agreater proportion than that received by any other Purchaserentitled to receive a ratable share of such Aggregate Unpaids, suchPurchaser agrees, promptly upon demand, to purchase for cashwithout recourse or warranty a portion of such Aggregate Unpaidsheld by the other Purchasers so that after such purchase eachPurchaser will hold its ratable proportion of such AggregateUnpaids; provided that if all or any portion of such excess amountis thereafter recovered from such Purchaser, such purchase shall berescinded and the purchase price restored to the extent of suchrecovery, but without interest.

                               Section14.4          Protection of Ownership Interests of the Purchasers. Seller agrees that from time to time, at its expense, it willpromptly execute and deliver all instruments and documents, andtake all actions, that may be necessary or desirable, or that theAgent may request, to perfect, protect or more fully evidence thePurchaser Interests, or to enable the Agent or the Purchasers toexercise and enforce their rights and remedies hereunder.  Atany time after the occurrence of an Amortization Event, the Agentmay, or the Agent may direct Seller or the Servicer to, notify theObligors of Receivables, at Seller’s expense, of theownership or security interests of the Purchasers under thisAgreement and may also direct that payments of all amounts due orthat become due under any or all Receivables be made directly tothe Agent or its designee.  Seller or the Servicer (asapplicable) shall, at any Purchaser’s request, withhold theidentity of such Purchaser in any such notification.

                               (a)           Ifany Seller Party fails to perform any of its obligations hereunder,the Agent or any Purchaser may (but shall not be required to)perform, or cause performance of, such obligations, and theAgent’s or such Purchaser’s costs and expenses incurredin connection therewith shall be payable by Seller as provided inSection 10.3.  Each Seller Party irrevocably authorizesthe Agent at any time and from time to time in the sole discretionof the Agent, and appoints the Agent as its attorney-in-fact, toact on behalf of such Seller Party (i) to execute on behalf ofSeller as debtor and to file financing statements necessary ordesirable in the Agent’s sole discretion to perfect and tomaintain the perfection and priority of the interest of thePurchasers in the Receivables and (ii) to file a carbon,photographic or other reproduction of this Agreement or anyfinancing statement with respect to the Receivables as a financingstatement in such offices as the Agent in its sole discretion deemsnecessary or desirable to perfect and to maintain the perfectionand priority of the interests of the Purchasers in theReceivables.  This appointment is coupled with an interest andis irrevocable.

                               Section14.5          Confidentiality.

                               (a)          Each Seller Party and each Purchaser shall maintain and shall causeeach of its employees and officers to maintain the confidentialityof this Agreement and the other confidential or proprietaryinformation with respect to the Agent and Jupiter and theirrespective businesses obtained by it or them in connection with thestructuring, negotiating and execution of the transactionscontemplated herein, except that (i) such Seller Party may provideany Transaction Document other than the Fee Letter to prospectivepurchasers of securities of, lenders to, or underwriters, brokers,dealers or counsel for, such Seller Party so long as such SellerParty makes a good faith effort to obtain a confidentialityagreement from such Person with respect to such TransactionDocument, (ii) such Seller Party may disclose such matters (otherthan the Fee Letter) in filings with the Securities and ExchangeCommission and (iii) such Seller Party and such Purchaser and itsofficers and employees may disclose such information to such SellerParty’s and such Purchaser’s external accountants andattorneys and as required by any applicable law or order of anyjudicial or administrative proceeding.

                               (b)          Anything herein to the contrary notwithstanding, each Seller Partyhereby consents to the disclosure of any nonpublic information withrespect to it (i) to the Agent, the Financial Institutions orJupiter by each other, (ii) by the Agent or the Purchasers to anyprospective or actual assignee or participant of any of themprovided such Person is informed of the confidential nature of suchinformation and agrees to maintain such confidentiality and furtherprovided that such Person is not a competitor of any Seller Partynor is it an Affiliate of a competitor of any Seller Party and(iii) by the Agent to any rating agency, Commercial Paper dealer orprovider of a surety, guaranty or credit or liquidity enhancementto Jupiter or any entity organized for the purpose of purchasing,or making loans secured by, financial assets for which Bank Oneacts as the administrative agent and to any officers, directors,employees, outside accountants and attorneys of any of theforegoing, provided each such Person is informed of theconfidential nature of such information.  In addition, thePurchasers and the Agent may disclose any such nonpublicinformation pursuant to any law, rule, regulation, direction,request or order of any judicial, administrative or regulatoryauthority or proceedings (whether or not having the force or effectof law).

                               Section14.6          Bankruptcy Petition.  Seller, the Servicer, the Agentand each Financial Institution hereby covenants and agrees that,prior to the date that is one year and one day after the payment infull of all outstanding senior indebtedness of Jupiter or anyUnconditional Liquidity Provider, it will not institute against, orjoin any other Person in instituting against, Jupiter or any suchentity any bankruptcy, reorganization, arrangement, insolvency orliquidation proceedings or other similar proceeding under the lawsof the United States or any state of the United States.

                               Section14.7          Limitation of Liability.  Except with respect to anyclaim arising out of the willful misconduct or gross negligence ofJupiter, the Agent or any Financial Institution, no claim may bemade by any Seller Party or any other Person against Jupiter, theAgent or any Financial Institution or their respective Affiliates,directors, officers, employees, attorneys or agents for anyspecial, indirect, consequential or punitive damages in respect ofany claim for breach of contract or any other theory of liabilityarising out of or related to the transactions contemplated by thisAgreement, or any act, omission or event occurring in connectiontherewith; and each Seller Party hereby waives, releases, andagrees not to sue uponany claim for any such damages, whether or not accrued andwhether or not known or suspected to exist in its favor.

                               Section14.8          CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OFCONFLICTS) OF THE STATE OF ILLINOIS.

                               Section14.9          CONSENT TO JURISDICTION.  EACH SELLER PARTY HEREBYIRREVOCABLY SUBMITS TO THE NON‐EXCLUSIVE JURISDICTION OF ANYUNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO,ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TOTHIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THATALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD ANDDETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTIONIT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT ISAN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHTOF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANYSELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION.  ANYJUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANYPURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING,DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENTEXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BEBROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

                               Section 14.10        WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVESTRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY ORINDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OROTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITHTHIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANTTO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER ORTHEREUNDER.

                               Section 14.11        Integration; Binding Effect; Survival of Terms.

                               (a)          This Agreement and each other Transaction Document contain thefinal and complete integration of all prior expressions by theparties hereto with respect to the subject matter hereof and shallconstitute the entire agreement among the parties hereto withrespect to the subject matter hereof superseding all prior oral orwritten understandings.

                               (b)          This Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and permittedassigns (including any trustee in bankruptcy).  This Agreementshall create and constitute the continuing obligations of theparties hereto in accordance with its terms and shall remain infull force and effect until terminated in accordance with itsterms; provided, however, that the rights andremedies with respect to (i) any breach of any representation andwarranty made by any Seller Party pursuant to Article V, and(ii) the indemnification and payment provisions of ArticleX, and Sections 14.5 and 14.6, shall becontinuing and shall survive any termination of thisAgreement.

                               Section 14.12        Counterparts; Severability; Section References.  ThisAgreement may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of whichwhen so executed shall be deemed to be an original and all of whichwhen taken together shall constitute one and the sameAgreement.  Any provisions of this Agreement which areprohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisionshereof, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable suchprovision in any other jurisdiction.  Unless otherwiseexpressly indicated, all references herein to“Article,” “Section,”“Schedule” or “Exhibit” shall mean articlesand sections of, and schedules and exhibits to, thisAgreement.

                               Section 14.13        Bank One Roles.  Each of the Financial Institutionsacknowledges that Bank One acts, or may in the future act, (i) asadministrative agent for Jupiter or any Financial Institution, (ii)as issuing and paying agent for the Commercial Paper, (iii) toprovide credit or liquidity enhancement for the timely payment forthe Commercial Paper and (iv) to provide other services from timeto time for Jupiter or any Financial Institution (collectively, the“Bank One Roles”).  Without limiting thegenerality of this Section 14.13, each Financial Institutionhereby acknowledges and consents to any and all Bank One Roles andagrees that in connection with any Bank One Role, Bank One maytake, or refrain from taking, any action that it, in itsdiscretion, deems appropriate, including, without limitation, inits role as administrative agent for Jupiter, and the giving ofnotice to the Agent of a mandatory purchase pursuant to Section13.1.

                               Section 14.14        Characterization.

                               (a)           Itis the intention of the parties hereto that each purchase hereundershall constitute and be treated as an absolute and irrevocablesale, which purchase shall provide the applicable Purchaser withthe full benefits of ownership of the applicable PurchaserInterest.  Except as specifically provided in this Agreement,each sale of a Purchaser Interest hereunder is made withoutrecourse to Seller; provided, however, that (i)Seller shall be liable to each Purchaser and the Agent for allrepresentations, warranties, covenants and indemnities made bySeller pursuant to the terms of this Agreement, and (ii) such saledoes not constitute and is not intended to result in an assumptionby any Purchaser or the Agent or any assignee thereof of anyobligation of Seller or any Originator or any other person arisingin connection with the Receivables, the Related Security, or therelated Contracts, or any other obligations of Seller orOriginator.

                               (b)           Inaddition to any ownership interest which the Agent may from time totime acquire pursuant hereto, Seller hereby grants to the Agent forthe ratable benefit of the Purchasers a valid and perfectedsecurity interest in all of Seller’s right, title andinterest in, to and under the following assets now existing orhereafter arising: the Receivables, the Collections, each Lock-Box,each Collection Account, all Related Security, all other rights andpayments relating to such Receivables, and all proceeds of any ofthe foregoing, and all other assets in which the Agent hasacquired, or may hereafter acquire and/or purport to have acquiredan interest in hereunder (the “SFC Collateral”),prior to all other liens on and security interests therein tosecure the prompt and complete payment of the AggregateUnpaids.  The Agent and the Purchasers shall have, in additionto the rights and remedies that they may have under this Agreement,all other rights and remedies provided to a secured creditor underthe UCC and other applicable law, which rights and remedies shallbe cumulative.

[SIGNATUREPAGES FOLLOW]

               IN WITNESS WHEREOF, the parties hereto have caused this Agreementto be executed and delivered by their duly authorized officers asof the date hereof.

                                                                               SYNCOR FINANCING CORPORATION                                                                               By:/s/William P. Forster                                                                                     Name: William P. Forster                                                                               Title: CFO                                                                               Address: 6464 Canoga Ave.                                                                               Woodland Hills, CA 91367                                                                               Facsimile: 818-737-4468                                                                               Attention: CFO & General Counsel

                                                                               SYNCOR MANAGEMENT CORPORATION                                                                               By:/s/William P. Forster                                                                                     Name: William P. Forster                                                                               Title: VP & Treasurer                                                                               Address: 6464 Canoga Ave.                                                                               Woodland Hills, CA 91367                                                                               Facsimile: 818-737-4468                                                                               Attention: VP & Treasurer/General Counsel

                                                                               JUPITER SECURITIZATION CORPORATION                                                                               By:/s/Elizabeth R. Cohen                                                                                   Name: Elizabeth R. Cohen                                                                               Title:  Authorized Signatory                                                                               Address: c/o Bank One, NA (Main Office Chicago),                                                                               as Agent                                                                               Asset Backed Finance                                                                               Suite IL1-0079, 1-19                                                                               1 Bank One Plaza                                                                               Chicago, Illinois  60670-0079                                                                               Attention: ABF Treasury                                                                               Phone: (312) 732-2722                                                                               Fax: (312) 732-1844

                                                                               BANK ONE, NA (MAIN OFFICE CHICAGO), as a                                                                               Financial Institution and as Agent                                                                               By:/s/Elizabeth R. Cohen                                                                                   Name: Elizabeth Cohen                                                                               Title: Authorized Signatory                                                                               Address: Bank One, NA (Main Office Chicago)                                                                               Asset Backed Finance                                                                               Suite IL1-0596, 1-21                                                                               1 Bank One Plaza                                                                               Chicago, Illinois  60670-0596                                                                               Attention: Elizabeth Cohen                                                                               Phone: (312) 732-8629                                                                               Fax: (312) 732-4487

EXHIBITIDEFINITIONS

                               As used in this Agreement, the following terms shall have thefollowing meanings (such meanings to be equally applicable to boththe singular and plural forms of the terms defined):

                               “Accrual Period” means each calendar month,provided that the initial Accrual Period hereunder means the periodfrom (and including) the date of the initial purchase hereunder to(and including) the last day of the calendar monththereafter.

                               “Acquisition Amount” means, on the date of anypurchase from Jupiter of one or more Purchaser Interests pursuantto Section 13.1, (a) with respect to each FinancialInstitution (other than any Unconditional Liquidity Provider), thelesser of (i) such Financial Institution’s Pro Rata Share ofthe sum of (A) the lesser of (1) the Adjusted Liquidity Price ofeach such Purchaser Interest and (2) the Capital of each suchPurchaser Interest and (B) all accrued and unpaid CP Costs for eachsuch Purchaser Interest and (ii) such Financial Institution’sunused Commitment and (b) with respect to each UnconditionalLiquidity Provider, the lesser of (x) such Unconditional LiquidityProvider’s Pro Rata Share of the sum of (1) the Capital ofeach such Purchaser Interest and (2) all accrued and unpaid CPCosts for each such Purchaser Interest and (y) such UnconditionalLiquidity Provider’s unused Commitment.

                               “Adjusted Funded Amount” means, in determiningthe Jupiter Transfer Price for any Purchaser Interest, an amountequal to the sum of (a) the Adjusted Liquidity Price of each suchPurchaser Interest and (b) an amount equal to each UnconditionalLiquidity Provider’s Pro Rata Share of the difference between(i) the Adjusted Liquidity Price of each such Purchaser Interestand (ii) the Capital of each such Purchaser Interest.

                               “Adjusted Liquidity Price” means an amount equalto:

                                                                                 *NDR*

                                               *RI[ DC* +[ --------------------------]]

                                                                   1+(.50*x****[12]***)

               where:

                                         RI                 =             the undivided percentage interest evidenced by such PurchaserInterest.

                                         DC               =             the Deemed Collections.

                                         NDR            =             the Outstanding Balance of all Receivables which are not DefaultedReceivables.

Each of the foregoingshall be determined from the most recent Monthly Report receivedfrom the Servicer.

                               “Adverse Claim” means a lien, security interest,charge or encumbrance, or other right or claim in, of or on anyPerson’s assets or properties in favor of any otherPerson.

                               “Affected Financial Institution” has the meaningspecified in Section 12.1(c).

                               “Affiliate” means, with respect to any Person,any other Person directly or indirectly controlling, controlled by,or under direct or indirect common control with, such Person or anySubsidiary of such Person.  A Person shall be deemed tocontrol another Person if the controlling Person owns 10% or moreof any class of voting securities of the controlled Person orpossesses, directly or indirectly, the power to direct or cause thedirection of the management or policies of the controlled Person,whether through ownership of stock, by contract orotherwise.

                               “Agent” has the meaning set forth in thepreamble to this Agreement.

                               “Aggregate Capital” means, on any date ofdetermination, the aggregate amount of Capital of all PurchaserInterests outstanding on such date.

                               “Aggregate Reduction” has the meaning specifiedin Section 1.3.

                               “Aggregate Reserves” means, on any date ofdetermination, the sum of the Loss Reserve, the Dilution Reserveand the Servicer and Yield Reserve.

                               “Aggregate Unpaids” means, at any time, anamount equal to the sum of all Aggregate Capital and all otherunpaid Obligations (whether due or accrued) at suchtime.

                               “Agreement” means this Receivables FinancingAgreement, as it may be amended or modified and in effect from timeto time.

                               “Amortization Date” means the earliest to occurof (i) the day on which any of the conditions precedent set forthin Section 6.2 are not satisfied, (ii) the Business Dayimmediately prior to the occurrence of an Amortization Event setforth in Section 9.1(d)(ii), (iii) the Business Dayspecified in a written notice from the Agent following theoccurrence of any other Amortization Event, and (iv) the date whichis thirty (30) Business Days after the Agent’s receipt ofwritten notice from Seller that it wishes to terminate the facilityevidenced by this Agreement.

                               “Amortization Event” has the meaning specifiedin Article IX.

                               “Approved Unconditional Liquidity Provider”means an Unconditional Liquidity Provider which has receivedapproval from Standard & Poor’s Ratings Group andMoody’s Investors Service, Inc. to be relieved from anyobligation to pay amounts as a Non-Defaulting Financial Institutionpursuant to Section 13.5 hereof.

                               “Assignment Agreement” has the meaning set forthin Section 12.1(b).

                               “Authorized Officer” means, with respect to anyPerson, its president, corporate controller, treasurer or chieffinancial officer.

                               “Bank One” means Bank One, NA (Main OfficeChicago) in its individual capacity and its successors.

                               “Base Rate” means a rate per annum equal to thecorporate base rate, prime rate or base rate of interest, asapplicable, announced by the Bank One or Bank One Corporation fromtime to time, changing when and as such rate changes.

                               “Broken Funding Costs” means for any PurchaserInterest which: (i) has its Capital reduced without compliance bySeller with the notice requirements hereunder or (ii) does notbecome subject to an Aggregate Reduction following the delivery ofany Reduction Notice or (iii) is assigned under Article XIIIor terminated prior to the date on which it was originallyscheduled to end; an amount equal to the excess, if any, of (A) theCP Costs or Yield (as applicable) that would have accrued duringthe remainder of the Tranche Periods or the tranche periods forCommercial Paper determined by the Agent to relate to suchPurchaser Interest (as applicable) subsequent to the date of suchreduction, assignment or termination (or in respect of clause (ii)above, the date such Aggregate Reduction was designated to occurpursuant to the Reduction Notice) of the Capital of such PurchaserInterest if such reduction, assignment or termination had notoccurred or such Reduction Notice had not been delivered, over (B)the sum of (x) to the extent all or a portion of such Capital isallocated to another Purchaser Interest, the amount of CP Costs orYield actually accrued during the remainder of such period on suchCapital for the new Purchaser Interest, and (y) to the extent suchCapital is not allocated to another Purchaser Interest, the income,if any, actually received during the remainder of such period bythe holder of such Purchaser Interest from investing the portion ofsuch Capital not so allocated.  In the event that the amountreferred to in clause (B) exceeds the amount referred to in clause(A), the relevant Purchaser or Purchasers agree to pay to Sellerthe amount of such excess.  All Broken Funding Costs shall bedue and payable hereunder upon demand.

                               “Business Day” means any day on which banks arenot authorized or required to close in New York, New York orChicago, Illinois and The Depository Trust Jupiter of New York isopen for business, and, if the applicable Business Day relates toany computation or payment to be made with respect to the LIBORate, any day on which dealings in dollar deposits are carried onin the London interbank market.

                               “Capital” of any Purchaser Interest means, atany time, (A) the Purchase Price of such Purchaser Interest, minus(B) the sum of the aggregate amount of Collections and otherpayments received by the Agent which in each case are applied toreduce such Capital in accordance with the terms and conditions ofthis Agreement; provided that such Capital shall be restored (inaccordance with Section 2.5) in the amount of anyCollections or other payments so received and applied if at anytime the distribution of such Collections or payments arerescinded, returned or refunded for any reason.

                               “Change of Control” means (i) with respect tothe Parent Originator, the acquisition by any Person, or two ormore Persons acting in concert, of beneficial ownership (within themeaning of Rule 13d-3 of the Securities and Exchange Commissionunder the Securities Exchange Act of 1934) of 50% or more of theoutstanding shares of voting stock of the Servicer, (ii) withrespect to the Servicer, the Parent Originator ceases to owndirectly, free and clear of any Adverse Claim, 100% of theoutstanding shares of voting stock of the Servicer, and (iii) withrespect to the Seller, the Selling Subsidiary ceases to owndirectly, free and clear of any Adverse Claim, 100% of theoutstanding shares of voting stock of the Seller.

                               “Charged‐Off Receivable” means aReceivable: (i) as to which the Obligor thereof has taken anyaction, or suffered any event to occur, of the type described inSection 9.1(d) (as if references to Seller Party thereinrefer to such Obligor); (ii) as to which the Obligor thereof, if anatural person, is deceased, (iii) which, consistent with theCredit and Collection Policy, would be written off Seller’sbooks as uncollectible, (iv) which has been identified by Seller asuncollectible or (v) which is a Defaulted Receivable.

                               “Collection Account” means each concentrationaccount, depositary account, lock-box account or similar account inwhich any Collections are collected or deposited and which islisted on Exhibit IV.

                               “Collection Account Agreement” means anagreement substantially in the form of Exhibit VI amongOriginators, Seller, the Agent and a Collection Bank.

                               “Collection Bank” means, at any time, any of thebanks holding one or more Collection Accounts.

                               “Collection Notice” means a notice, insubstantially the form of Annex A to Exhibit VI, fromthe Agent to a Collection Bank.

                               “Collection Period” means each calendarmonth.

                               “Collections” means, with respect to anyReceivable, all cash collections and other cash proceeds in respectof such Receivable, including, without limitation, all yield,Finance Charges or other related amounts accruing in respectthereof and all cash proceeds of Related Security with respect tosuch Receivable.

                               “Commercial Paper” means promissory notes ofJupiter issued by Jupiter in the commercial papermarket.

                               “Commitment” means, for each FinancialInstitution, the commitment of such Financial Institution topurchase Purchaser Interests from (i) Seller and (ii) Jupiter, inan amount not to exceed (i) in the aggregate, the amount set forthopposite such Financial Institution’s name on ScheduleA to this Agreement, as such amount may be modified inaccordance with the terms hereof (including, without limitation,any termination of Commitments pursuant to Section 13.6hereof) and (ii) with respect to any individual purchase hereunder,its Pro Rata Share of the Purchase Price therefor.

                               “Commitment Availability” means at any time thepositive difference (if any) between (a) an amount equal to theaggregate amount of the Commitments minus an amount equal to2% of such aggregate Commitments at such time minus (b) theAggregate Capital at such time.

                               “Concentration Limit” means, at any time, forany Obligor, 4.0% of the aggregate Outstanding Balance of allEligible Receivables at such time or such other amount (a“Special Concentration Limit”) for such Obligordesignated by the Agent; provided, that in the case of anObligor and any Affiliate of such Obligor, the Concentration Limitshall be calculated as if such Obligor and such Affiliate are oneObligor; and provided, further, that Jupiter or theRequired Financial Institutions may, upon not less than three (3)Business Days’ notice to Seller, cancel any SpecialConcentration Limit.

                               “Contingent Obligation” of a Person means anyagreement, undertaking or arrangement by which such Person assumes,guarantees, endorses, contingently agrees to purchase or providefunds for the payment of, or otherwise becomes or is contingentlyliable upon, the obligation or liability of any other Person, oragrees to maintain the net worth or working capital or otherfinancial condition of any other Person, or otherwise assures anycreditor of such other Person against loss, including, withoutlimitation, any comfort letter, operating agreement,take‐or‐pay contract or application for a letter ofcredit.

                               “Contract” means, with respect to anyReceivable, any and all instruments, agreements, invoices or otherwritings pursuant to which such Receivable arises or whichevidences such Receivable.

                               “CP Costs” means, for each day, the sum of (i)discount or yield accrued on Pooled Commercial Paper on such day,plus (ii) any and all accrued commissions in respect of placementagents and Commercial Paper dealers, and issuing and paying agentfees incurred, in respect of such Pooled Commercial Paper for suchday, plus (iii) other costs associated with funding small orodd-lot amounts with respect to all receivable purchase facilitieswhich are funded by Pooled Commercial Paper for such day, minus(iv) any accrual of income net of expenses received on such dayfrom investment of collections received under all receivablepurchase facilities funded substantially with Pooled CommercialPaper, minus (v) any payment received on such day net of expensesin respect of Broken Funding Costs related to the prepayment of anyPurchaser Interest of Jupiter pursuant to the terms of anyreceivable purchase facilities funded substantially with PooledCommercial Paper.  In addition to the foregoing costs, ifSeller shall request any Incremental Purchase during any period oftime determined by the Agent in its sole discretion to result inincrementally higher CP Costs applicable to such IncrementalPurchase, the Capital associated with any such Incremental Purchaseshall, during such period, be deemed to be funded by Jupiter in aspecial pool (which may include capital associated with otherreceivable purchase facilities) for purposes of determining suchadditional CP Costs applicable only to such special pool andcharged each day during such period against suchCapital.

                               “Credit and Collection Policy” meansSeller’s credit and collection policies and practicesrelating to Contracts and Receivables existing on the date hereofand summarized in Exhibit VIII hereto, as modified from timeto time in accordance with this Agreement.

                               “Deemed Collections”  means the aggregateof all amounts Seller shall have been deemed to have received as aCollection of a Receivable.  Seller shall be deemed to havereceived a Collection in full of a Receivable if at any time (i)the Outstanding Balance of any such Receivable is either (x)reduced as a result of any defective or rejected goods or services,any discount or any adjustment or otherwise by Seller (other thancash Collections on account of such Receivable) or (y) reduced orcanceled as a result of a setoff in respect of any claim by anyPerson (whether such claim arises out of the same or a relatedtransaction or an unrelated transaction) or (ii) any of therepresentations or warranties in Article V are no longertrue with respect to such Receivable.

                               “Default Fee” means with respect to any amountdue and payable by Seller in respect of any Aggregate Unpaids, anamount equal to the greater of (i) $1000 and (ii) interest on anysuch unpaid Aggregate Unpaids at a rate per annum equal to 2% abovethe Base Rate.

                               “Default Proxy Ratio” means, for any CollectionPeriod, a fraction (calculated as a percentage) equal to (i) thesum of (A) the aggregate Outstanding Balance of all DefaultedReceivables as of the last day of such Collection Period plus (B)the aggregate Outstanding Balance of all Receivables (other thanDefaulted Receivables) that became Charged-Off Receivables duringsuch Collection Period, divided by (ii) the aggregateOutstanding Balance of all Receivables generated during theCollection Period which is four (4) Collection Periods prior tosuch Collection Period.

                               “Default Trigger Ratio” has the meaning assignedto the term “Default Proxy Ratio”.

                               “Defaulted Receivable” means a Receivable as towhich any payment or part thereof remains unpaid for ninety-one(91) days or more from the original due date for suchpayment.

                               “Defaulting Financial Institution” has themeaning set forth in Section 13.5.

                               “Delinquency Trigger Ratio” means, at any time,a percentage equal to (i) the aggregate Outstanding Balance of allReceivables that at such time remain unpaid for sixty (60) days ormore but not more than ninety (90) days from the original due datefor such payment divided by (ii) the aggregate Outstanding Balanceof all Receivables that are not Defaulted Receivables at suchtime.

                               “Delinquent Receivable” means a Receivable as towhich any payment, or part thereof, remains unpaid for sixty-one(61) days or more from the original due date for suchpayment.

                               “Designated Obligor” means an Obligor indicatedby the Agent to Seller in writing.

                               “Dilution Ratio” means, at any time, apercentage equal to (i) the aggregate amount of Dilutions whichoccurred during the Collection Period then most recently ended,divided by (ii) the aggregate Outstanding Balance of allReceivables generated during the Collection Period which is two (2)Collection Periods prior to the Collection Period then mostrecently ended.

                               “Dilution Reserve” means, on any date, an amountequal to (i) the greater of (a) two percent (2.0%) and (b) theDilution Reserve Ratio then in effect, multiplied by (ii) theOutstanding Balance of all Eligible Receivables as of the close ofbusiness of the Servicer on such date.

                               “Dilution Reserve Ratio” means, as of any date,an amount calculated as follows:

                               *DRR = [(2.0 x ADR) + [(HDR-ADR) x (HDR/ADR)]] xDHR*

                               where:

                               DRR       =             the Dilution Reserve Ratio;

                               ADR      =             the average of the Dilution Ratios for the past twelve CollectionPeriods;

                               HDR      =             the highest three-month average of the Dilution Ratios during themost recent

                                                               twelve Collection Periods; and

                               DHR      =             the aggregate of all Receivables generated during the twoCollection Periods

                                                               immediately preceding such date divided by the aggregateOutstanding Balance

                                                               of total non-Delinquent Receivables as at the last day of the mostrecently ended

                                                               Collection Period.

                               “Dilution Trigger Ratio” has the meaningassigned to the term “Dilution Ratio”.

                               “Dilutions” means, at any time, the aggregateamount of reductions or cancellations described in clause (i) ofthe definition of “Deemed Collections”.

                               “Discount Rate” means, the LIBO Rate or the BaseRate, as applicable, with respect to each Purchaser Interest of theFinancial Institutions.

                               “Eligible Receivable” means, at any time, aReceivable:
|            |               (i)          theObligor of which (a) if a natural person, is a resident of theUnited States or, if a corporation or other business organization,is organized under the laws of the United States or any politicalsubdivision thereof and has its chief executive office in theUnited States; (b) is not an Affiliate of any of the partieshereto; and (c) is not a Designated Obligor;                                                                                                                                                                                               |
|--------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (ii)          theObligor of which is not the United States or a governmentalsubdivision or agency of the United States to the extent that theReceivables of such Obligors in the aggregate constitute more thanfour percent (4.0%) of the Outstanding Balance of all EligibleReceivables;                                                                                                                                                                                                                                                                                            |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (iii)          theObligor of which is not the Obligor of any Defaulted Receivablewhich in the aggregate constitutes more than twenty-five percent(25%) of the Outstanding Balance of all Receivables of suchObligor,                                                                                                                                                                                                                                                                                                                                                                 |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (iv)          whichis not a Charged-Off Receivable or a DelinquentReceivable,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (v)          (a)which by its terms is due and payable within thirty (30) days ofthe original billing date therefor and has not had its paymentterms extended, and (b) to the extent that the stated term ofwhich, if any, is greater than 30 days and less than 61 days, suchReceivables shall constitute no more than five percent (5.0%) ofthe aggregate Outstanding Balance of all EligibleReceivables;                                                                                                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (vi)          whichis an “account” within the meaning of 9102(a)(2) of theUCC of all applicable jurisdictions,                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (vii)          whichis denominated and payable only in United States dollars in theUnited States,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |                (viii)          whicharises under a Contract which, together with such Receivable, is infull force and effect and constitutes the legal, valid and bindingobligation of the related Obligor enforceable against such Obligorin accordance with its terms subject to no offset, counterclaim orother defense,                                                                                                                                                                                                                                                                   |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (ix)          whicharises under a Contract which (A) does not require the Obligorunder such Contract to consent to the transfer, sale or assignmentof the rights and duties of Parent Originator or any of itsassignees under such Contract and (B) does not contain aconfidentiality provision that purports to restrict the ability ofany Purchaser to exercise its rights under this Agreement,including, without limitation, its right to review theContract,                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (x)          whicharises under a Contract that contains an obligation to pay aspecified sum of money, contingent only upon the sale of goods orthe provision of services by Parent Originator,                                                                                                                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xi)         which,together with the Contract related thereto, does not contravene anylaw, rule or regulation applicable thereto (including, withoutlimitation, any law, rule and regulation relating to truth inlending, fair credit billing, fair credit reporting, equal creditopportunity, fair debt collection practices and privacy) and withrespect to which no part of the Contract related thereto is inviolation of any such law, rule or regulation,                                                                                                                           |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xii)          whichsatisfies all applicable requirements of the Credit and CollectionPolicy,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xiii)         whichwas generated in the ordinary course of Parent Originator’sbusiness,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xiv)        whicharises solely from the sale of goods or the provision of servicesto the related Obligor by Parent Originator, and not by any otherPerson (in whole or in part),                                                                                                                                                                                                                                                                                                                                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xv)         asto which the Agent has not notified Seller that the Agent hasdetermined that such Receivable or class of Receivables is notacceptable as an Eligible Receivable, including, withoutlimitation, because such Receivable arises under a Contract that isnot acceptable to the Agent,                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xvi)        whichis not subject to any right of rescission, set‐off,counterclaim, any other defense (including defenses arising out ofviolations of usury laws) of the applicable Obligor against anyOriginator or any other Adverse Claim, and the Obligor thereonholds no right as against any Originator to cause such Originatorto repurchase the goods or merchandise the sale of which shall havegiven rise to such Receivable (except with respect to salediscounts effected pursuant to the Contract, or defective goodsreturned in accordance with the terms of the Contract), |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xvii)        asto which Parent Originator has satisfied and fully performed allobligations on its part with respect to such Receivable required tobe fulfilled by it, and no further action is required to beperformed by any Person with respect thereto other than paymentthereon by the applicable Obligor,                                                                                                                                                                                                                                                                                |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xviii)        allright, title and interest to and in which has been validlytransferred by Parent Originator directly to Selling Subsidiaryunder and in accordance with the Parent Sale Agreement, and bySelling Subsidiary to Seller under and in accordance with the SMCSale Agreement, and Seller has good and marketable title theretofree and clear of any Adverse Claim, and                                                                                                                                                                                                             |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|            |               (xix)        whicharises under a Contract which represents all or part of the saleprice of merchandise, insurance and services within the meaning ofthe Investment Company Act of 1940, Section 3(c)(5), asamended.                                                                                                                                                                                                                                                                                                                                                                            |

                               “ERISA” means the Employee Retirement IncomeSecurity Act of 1974, as amended from time to time.

                               “Facility Account” means Seller’s AccountNo. 55-36642 at Bank One.

                               “Facility Termination Date” means the earlier of(i) the fifth anniversary of the date hereof, (ii) the LiquidityTermination Date and (iii) the Amortization Date.

                               “Federal Bankruptcy Code” means Title 11 of theUnited States Code entitled “Bankruptcy,” as amendedand any successor statute thereto.

                               “Federal Funds Effective Rate” means, for anyperiod, a fluctuating interest rate per annum for each day duringsuch period equal to (a) the weighted average of the rates onovernight federal funds transactions with members of the FederalReserve System arranged by federal funds brokers, as published forsuch day (or, if such day is not a Business Day, for the precedingBusiness Day) by the Federal Reserve Bank of New York in theComposite Closing Quotations for U.S. Government Securities; or (b)if such rate is not so published for any day which is a BusinessDay, the average of the quotations at approximately 10:30 a.m.(Chicago time) for such day on such transactions received by theAgent from three federal funds brokers of recognized standingselected by it.

                               “Fee Letter” means that certain letter agreementdated as of the date hereof among Seller, Parent Originator and theAgent, as it may be amended or modified and in effect from time totime.

                               “Finance Charges” means, with respect to aContract, any finance, interest, late payment charges or similarcharges owing by an Obligor pursuant to such Contract.

                               “Financial Institutions” has the meaning setforth in the preamble in this Agreement.

                               “Financing Notice” has the meaning set forth inSection 1.2.

                               “Funding Agreement” means this Agreement and anyagreement or instrument executed by any Funding Source with or forthe benefit of Jupiter.

                               “Funding Source” means (i) any FinancialInstitution or (ii) any insurance company, bank or other fundingentity providing liquidity, credit enhancement or back-up purchasesupport or facilities to Jupiter.

                               “GAAP”  means generally accepted accountingprinciples in effect in the United States of America as of the dateof this Agreement.

                               “Incremental Purchase” means a purchase of oneor more Purchaser Interests which increases the total outstandingAggregate Capital hereunder.

                               “Indebtedness” of a Person means suchPerson’s (i) obligations for borrowed money, (ii) obligationsrepresenting the deferred purchase price of property or services(other than accounts payable arising in the ordinary course of suchPerson’s business payable on terms customary in the trade),(iii) obligations, whether or not assumed, secured by liens orpayable out of the proceeds or production from property now orhereafter owned or acquired by such Person, (iv) obligations whichare evidenced by notes, acceptances, or other instruments, (v)capitalized lease obligations, (vi) net liabilities under interestrate swap, exchange or cap agreements, (vii) Contingent Obligationsand (viii) liabilities in respect of unfunded vested benefits underplans covered by Title IV of ERISA.

                               “Independent Director” shall mean a member ofthe Board of Directors of Seller who is not at such time, and hasnot been at any time during the preceding five (5) years, (A) adirector, officer, employee or affiliate of Seller (other than asan Independent Director hereunder), any Originator, or any of theirrespective Subsidiaries or Affiliates, or (B) the beneficial owner(at the time of such individual’s appointment as anIndependent Director or at any time thereafter while serving as anIndependent Director) of any of the outstanding common shares ofSeller, Originators, or any of their respective Subsidiaries orAffiliates, having general voting rights.

                               “Jupiter” has the meaning set forth in thepreamble to this Agreement.

                               “Jupiter Residual” means the sum of the JupiterTransfer Price Reductions.

                               “Jupiter Transfer Price” means, with respect tothe assignment by Jupiter of one or more Purchaser Interests to theAgent for the benefit of one or more of the Financial Institutionspursuant to Section 13.1, the sum of (i) the lesser of (a)the Capital of each such Purchaser Interest and (b) the AdjustedFunded Amount of each such Purchaser Interest and (ii) all accruedand unpaid CP Costs for each such Purchaser Interest.

                               “Jupiter Transfer Price Deficit” has the meaningset forth in Section 13.5.

                               “Jupiter Transfer Price Reduction” means inconnection with the assignment of a Purchaser Interest by Jupiterto the Agent for the benefit of the Financial Institutions, thepositive difference (if any) between (i) the Capital of suchPurchaser Interest and (ii) the Adjusted Funded Amount for suchPurchaser Interest.

                               “LIBO Rate” means the rate per annum equal tothe sum of (i) (a) the applicable British Bankers’Association Interest Settlement Rate for deposits in U.S. dollarsappearing on Reuters Screen FRBD as of 11:00 a.m. (London time) twoBusiness Days prior to the first day of the relevant TranchePeriod, and having a maturity equal to such Tranche Period,provided that, (i) if Reuters Screen FRBD is not availableto the Agent for any reason, the applicable LIBO Rate for therelevant Tranche Period shall instead be the applicable BritishBankers’ Association Interest Settlement Rate for deposits inU.S. dollars as reported by any other generally recognizedfinancial information service as of 11:00 a.m. (London time) twoBusiness Days prior to the first day of such Tranche Period, andhaving a maturity equal to such Tranche Period, and (ii) if no suchBritish Bankers’ Association Interest Settlement Rate isavailable to the Agent, the applicable LIBO Rate for the relevantTranche Period shall instead be the rate determined by the Agent tobe the rate at which Bank One offers to place deposits in U.S.dollars with first-class banks in the London interbank market atapproximately 11:00 a.m. (London time) two Business Days prior tothe first day of such Tranche Period, in the approximate amount tobe funded at the LIBO Rate and having a maturity equal to suchTranche Period, divided by (b) one minus the maximum aggregatereserve requirement (including all basic, supplemental, marginal orother reserves) which is imposed against the Agent in respect ofEurocurrency liabilities, as defined in Regulation D of the Boardof Governors of the Federal Reserve System as in effect from timeto time (expressed as a decimal), applicable to such Tranche Periodplus (ii) 2% per annum.  The LIBO Rate shall be rounded, ifnecessary, to the next higher 1/16 of 1%.

                               “Liquidity Termination Date” means 364 daysafter the date hereof.

                               “Lock-Box” means each locked postal box withrespect to which a bank who has executed a Collection AccountAgreement has been granted exclusive access for the purpose ofretrieving and processing payments made on the Receivables andwhich is listed on Exhibit IV.

                               “Loss Reserve” means, on any date ofdetermination, an amount equal to (x) the greater of (i) twelvepercent (12.0%) and (ii) the Loss Reserve Ratio then in effectmultiplied by (y) the Outstanding Balance of all EligibleReceivables as of the close of business of the Servicer on suchdate.

                               “Loss Reserve Ratio” means, as of any date, anamount calculated as follows:

*                               LRR       =            2.0 X DPR X LHR, where*

                               LRR       =             Loss Reserve Ratio;

                               DPR       =             the highest average Default Proxy Ratio for any three consecutiveCollection

                                                               Periods during the twelve (12) Collection Periods immediatelypreceding such

                                                               date;

                               LHR       =             the aggregate Outstanding Balance of all Receivables generatedduring the three

                                                               (3) most recently ended Collection Periods divided by theaggregate Outstanding

                                                               Balance of total non-Delinquent Receivables as at the last day ofthe most

                                                               recently ended Collection Period.

                               “Material Adverse Effect” means a materialadverse effect on (i) the financial condition or operations ofParent Originator and its Subsidiaries as a whole, Servicer and itsSubsidiaries as a whole, or Parent Originator, Servicer or anyMaterial Subsidiary, (ii) the ability of any Seller Party orOriginator to perform its obligations under this Agreement or anyTransaction Document, (iii) the legality, validity orenforceability of this Agreement or any other Transaction Document,(iv) any Purchaser’s interest in the Receivables generally orin any significant portion of the Receivables, the Related Securityor the Collections with respect thereto, or (v) the collectibilityof the Receivables generally or of any material portion of theReceivables.

                               “Material Subsidiary” means, as of any date ofdetermination, (i) any Subsidiary of Parent Originator (whether nowexisting or hereafter established or acquired) that has totalassets equal to or in excess of ten percent (10.0%) of theconsolidated total assets of Servicer and its Subsidiaries as ofthe last day of the most recent fiscal quarter and (ii)SMC.

                               “Monthly Report” means a report, insubstantially the form of Exhibit IX hereto (appropriatelycompleted), furnished by the Servicer to the Agent pursuant toSection 8.5.

                               “Net Receivables Balance” means, at any time,the aggregate Outstanding Balance of all Eligible Receivables atsuch time reduced by the aggregate amount by which the OutstandingBalance of all Eligible Receivables of each Obligor and itsAffiliates exceeds the Concentration Limit for suchObligor.

                               “Net Worth” means, with respect to any Person,the excess of assets over liabilities.

                               “Non-Defaulting Financial Institution” has themeaning set forth in Section 13.5.

                               “Non-Renewing Financial Institution” has themeaning set forth in Section 13.6(a).

                               “Obligations” shall have the meaning set forthin Section 2.1.

                               “Obligor” means a Person obligated to makepayments pursuant to a Contract.

                               “Originators” mean the Parent Originator and theSelling Subsidiary.

                               “Outstanding Balance” of any Receivable at anytime means the then outstanding principal balancethereof.

                               “Parent Originator” means Syncor, in itscapacity as seller under the Parent Sale Agreement.

                               “Parent Sale Agreement” means that certainReceivables Sale Agreement dated as of January 4, 2002, betweenParent Originator as seller and Selling Subsidiary as buyer, asamended, restated, supplemented or otherwise modified from time totime.

                               “Participant” has the meaning set forth inSection 12.2.

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

                               “Pooled Commercial Paper” means Commercial Papernotes of Jupiter subject to any particular pooling arrangement byJupiter, but excluding Commercial Paper issued by Jupiter for atenor and in an amount specifically requested by any Person inconnection with any agreement effected by Jupiter.

                               “Potential Amortization Event” means an eventwhich, with the passage of time or the giving of notice, or both,would constitute an Amortization Event.

                               “Proposed Reduction Date” has the meaning setforth in Section 1.3.

                               “Pro Rata Share” means, for each FinancialInstitution, a percentage equal to (i) the Commitment of suchFinancial Institution, dividedby (ii) the aggregateamount of all Commitments of all Financial Institutions hereunder,adjusted as necessary to give effect to the application of theterms of Sections 13.5 or 13.6.

                               “Purchase Limit” means $65,000,000.

                               “Purchase Price” means, with respect to anyIncremental Purchase of a Purchaser Interest, the amount paid toSeller for such Purchaser Interest which shall not exceed the leastof (i) the amount requested by Seller in the applicable FinancingNotice, (ii) the unused portion of the Purchase Limit on theapplicable purchase date and (iii) the excess, if any, of the NetReceivables Balance (less the Aggregate Reserves) on the applicablepurchase date over the aggregate outstanding amount of AggregateCapital determined as of the date of the most recent MonthlyReport, taking into account such proposed IncrementalPurchase.

                               “Purchasers” has the meaning set forth in thepreamble of the Agreement.

                               “Purchaser Interest” means, at any time, anundivided percentage ownership interest (computed as set forthbelow) associated with a designated amount of Capital, selectedpursuant to the terms and conditions hereof in (i) each Receivablearising prior to the time of the most recent computation orrecomputation of such undivided interest, (ii) all Related Securitywith respect to each such Receivable, and (iii) all Collectionswith respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:

                                             *C*

*                               -----------------------*

*                                     NRB - AR*

               where:

               C            =             the Capital of such Purchaser Interest.

               AR         =             the Aggregate Reserves.

               NRB       =             the Net Receivables Balance.

Such undivided percentageownership interest shall be initially computed on its date ofpurchase.  Thereafter, until the Amortization Date, eachPurchaser Interest shall be automatically recomputed (or deemed tobe recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest ascomputed (or deemed recomputed) as of the close of the business dayimmediately preceding the Amortization Date shall remain constantat all times thereafter.

                               “Purchasing Financial Institution” has themeaning set forth in Section 12.1(b).

                               “Receivable” means all indebtedness and otherobligations owed to Seller or any Originator (at the time itarises, and before giving effect to any transfer or conveyanceunder the Receivables Sale Agreements or hereunder) or in whichSeller or any Originator has a security interest or other interest,including, without limitation, any indebtedness, obligation orinterest constituting an account, chattel paper, instrument orgeneral intangible, arising in connection with the sale of goods orthe rendering of services by Parent Originator, and furtherincludes, without limitation, the obligation to pay any FinanceCharges with respect thereto.  “Receivable” shallnot include any obligations owed to Seller or any Originator withrespect to sublicense fees.  Indebtedness and other rights andobligations arising from any one transaction, including, withoutlimitation, indebtedness and other rights and obligationsrepresented by an individual invoice, shall constitute a Receivableseparate from a Receivable consisting of the indebtedness and otherrights and obligations arising from any other transaction;providedfurther, that any indebtedness, rights orobligations referred to in the immediately preceding sentence shallbe a Receivable regardless of whether the account debtor or Sellertreats such indebtedness, rights or obligations as a separatepayment obligation.

                               “Receivables Sale Agreements” mean the SMC SaleAgreement and the Parent Sale Agreement.

                               “Records” means, with respect to any Receivable,all Contracts and other documents, books, records and otherinformation (including, without limitation, computer programs,tapes, disks, punch cards, data processing software and relatedproperty and rights) relating to such Receivable, any RelatedSecurity therefor and the related Obligor.

                               “Reduction Notice” has the meaning set forth inSection 1.3.

                               “Reduction Percentage” means, for any PurchaserInterest acquired by the Financial Institutions from Jupiter forless than the Capital of such Purchaser Interest, a percentageequal to a fraction the numerator of which is the Jupiter TransferPrice Reduction for such Purchaser Interest and the denominator ofwhich is the Capital of such Purchaser Interest.

                               “Regulatory Change” has the meaning set forth inSection 10.2(a).

                               “Reinvestment” has the meaning set forth inSection 2.2.

                               “Related Security” means, (A) with respect toany Receivable:
|            |               (i)          allof Seller’s interest in the inventory and goods (includingreturned or repossessed inventory or goods), if any, the sale,financing or lease of which by Parent Originator gave rise to suchReceivable, and all insurance contracts with respectthereto,                                                                        |
|--------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |                (ii)         allother security interests or liens and property subject thereto fromtime to time, if any, purporting to secure payment of suchReceivable, whether pursuant to the Contract related to suchReceivable or otherwise, together with all financing statements andsecurity agreements describing any collateral securing suchReceivable, |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (iii)         allguaranties, letters of credit, insurance and other agreements orarrangements of whatever character from time to time supporting orsecuring payment of such Receivable whether pursuant to theContract related to such Receivable or otherwise,                                                                                          |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (iv)         allservice contracts and other contracts and agreements associatedwith such Receivable,                                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (v)         allRecords related to such Receivable,                                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|            |               (vi)        allCollection Accounts,                                                                                                                                                                                                                                                                                                                           |

               (B)           allof Seller’s right, title and interest in, to and under theReceivables Sale Agreements, and

               (C)           allproceeds of any of the foregoing.

                               “Required Financial Institutions” means, at anytime, Financial Institutions with Commitments in excess of 66-2/3%of the Purchase Limit.

                               “Required Notice Period” means two BusinessDays:

                               “Restricted Junior Payment” means (i) anydividend or other distribution, direct or indirect, on account ofany shares of any class of capital stock of Seller now or hereafteroutstanding, except a dividend payable solely in shares of thatclass of stock or in any junior class of stock of Seller, (ii) anyredemption, retirement, sinking fund or similar payment, purchaseor other acquisition for value, direct or indirect, of any sharesof any class of capital stock of Seller now or hereafteroutstanding, (iii) any payment or prepayment of principal of,premium, if any, or interest, fees or other charges on or withrespect to, and any redemption, purchase, retirement, defeasance,sinking fund or similar payment and any claim for rescission withrespect to the Subordinated Loans, (iv) any payment made to redeem,purchase, repurchase or retire, or to obtain the surrender of, anyoutstanding warrants, options or other rights to acquire shares ofany class of capital stock of Seller now or hereafter outstanding,and (v) any payment of management fees by Seller (except forreasonable management fees to any Originator or its Affiliates inreimbursement of actual management services performed).

                               “Seller” has the meaning set forth in thepreamble to this Agreement.

                               “Seller Interest” means, at any time, anundivided percentage ownership interest of Seller in theReceivables, Related Security and all Collections with respectthereto equal to (i) one, minus (ii) the aggregate of the PurchaserInterests.

                               “Seller Parties” has the meaning set forth inthe preamble to this Agreement.

                               “Selling Subsidiary” means SMC, in its capacityas seller under the SMC Sale Agreement.

                               “Servicer” means at any time the Person (whichmay be the Agent) then authorized pursuant to Article VIIIto service, administer and collect Receivables.

                               “Servicer and Yield Reserve” means, on any date,an amount equal to two percent (2.0%) multiplied by the OutstandingBalance of all Eligible Receivables as of the close of business ofthe Servicer on such date.

                               “Servicing Fee” has the meaning set forth inSection 8.6.

                               “Settlement Date” means (A) the eighteenth(18th) day at each month, and (B) the last day of therelevant Tranche Period in respect of each Purchaser Interest ofthe Financial Institutions.

                               “Settlement Period”  means (A) in respectof each Purchaser Interest of Jupiter, the immediately precedingAccrual Period, and (B) in respect of each Purchaser Interest ofthe Financial Institutions, the entire Tranche Period of suchPurchaser Interest.

                               “SFC Collateral” has the meaning set forth inSection 14.14(b).

                               “SMC” has the meaning set forth in the preambleto this Agreement.

                               “SMC Sale Agreement” means that certainReceivables Sale Agreement dated as of January 4, 2002 betweenSelling Subsidiary as seller and Seller as buyer, as amended,restated, supplemented or otherwise modified from time totime.

                               “Subsidiary” of a Person means (i) anycorporation more than 50% of the outstanding securities havingordinary voting power of which shall at the time be owned orcontrolled, directly or indirectly, by such Person or by one ormore of its Subsidiaries or by such Person and one or more of itsSubsidiaries, or (ii) any partnership, association, limitedliability company, joint venture or similar business organizationmore than 50% of the ownership interests having ordinary votingpower of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a“Subsidiary” shall mean a Subsidiary ofSeller.

                               “Termination Date” has the meaning set forth inSection 2.2.

                               “Termination Percentage” has the meaning setforth in Section 2.2.

                               “Terminating Financial Institution” has themeaning set forth in Section 13.6(a).

                               “Terminating Tranche” has the meaning set forthin Section 4.3(b).

                               “Tranche Period” means, with respect to anyPurchaser Interest held by a Financial Institution:

                               (a)           ifYield for such Purchaser Interest is calculated on the basis of theLIBO Rate, a period of one, two, three or six months, or such otherperiod as may be mutually agreeable to the Agent and Seller,commencing on a Business Day selected by Seller or the Agentpursuant to this Agreement.  Such Tranche Period shall end onthe day in the applicable succeeding calendar month whichcorresponds numerically to the beginning day of such TranchePeriod, provided, however, that if there is no such numericallycorresponding day in such succeeding month, such Tranche Periodshall end on the last Business Day of such succeeding month;or

                               (b)           ifYield for such Purchaser Interest is calculated on the basis of theBase Rate, a period commencing on a Business Day selected by Sellerand agreed to by the Agent, provided no such period shall exceedone month.

If any Tranche Periodwould end on a day which is not a Business Day, such Tranche Periodshall end on the next succeeding Business Day, provided,however, that in the case of Tranche Periods correspondingto the LIBO Rate, if such next succeeding Business Day falls in anew month, such Tranche Period shall end on the immediatelypreceding Business Day.  In the case of any Tranche Period forany Purchaser Interest which commences before the Amortization Dateand would otherwise end on a date occurring after the AmortizationDate, such Tranche Period shall end on the Amortization Date. The duration of each Tranche Period which commences after theAmortization Date shall be of such duration as selected by theAgent.

                               “Transaction Documents” means, collectively,this Agreement, each Financing Notice, the Receivables SaleAgreements, each Collection Account Agreement, each Monthly Report,the Fee Letter, the Subordinated Note (as defined in the SMC SaleAgreement) and all other instruments, documents and agreementsexecuted and delivered in connection herewith.

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

                               “Unconditional Liquidity Provider” means aFinancial Institution that is identified by the Agent or by BankOne as an entity which will not under any circumstance receive anyJupiter Transfer Price Reduction hereunder.

                               “Yield” means for each respective Tranche Periodrelating to Purchaser Interests of the Financial Institutions, anamount equal to the product of the applicable Discount Rate foreach Purchaser Interest multiplied by the Capital of such PurchaserInterest for each day elapsed during such Tranche Period,annualized on a 360 day basis.

                               All accounting terms not specifically defined herein shall beconstrued in accordance with GAAP.  All terms used in Article9 of the UCC in the State of Illinois, and not specifically definedherein, are used herein as defined in such Article 9.