AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Section 1.1.      Purchase Facility .  (a)  On the terms and subject to the conditions hereinafter set forth, the Seller may, from time to time before the Facility Termination Date, ratably (based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups) request that the Uncommitted Purchasers, or, only if an Uncommitted Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably request that the Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Participation from the Seller from time to time during the period from the date hereof to the Facility Termination Date (each, a “ Purchase ”).  At no time will an Uncommitted Purchaser have any obligation to make a Purchase.  Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases before the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase); provided , however , that under no circumstances shall any Purchaser make any such Purchase or reinvestment if, after giving effect to such Purchase or reinvestment, (i) the aggregate of such Purchaser’s Investment would exceed its Commitment or, in the case of any Uncommitted Purchaser, the aggregate of such Uncommitted Purchaser’s Investment (including, for the avoidance of doubt, any portion of such Uncommitted Purchaser’s Investment being funded by its Liquidity Banks solely pursuant to a Liquidity Agreement at such time), together with the Investments of its Related Committed Purchasers, would exceed the aggregate of the Commitments of its Related Committed Purchasers, (ii) the Aggregate Investment would (after giving effect to all Purchases and reinvestments on such date) exceed the Purchase Limit, (iii) with respect to any Purchaser Group, the aggregate Investment of all Purchasers in such Purchaser Group would exceed the Group Commitment for such Purchaser Group or (iv) the Participation would exceed 100%.

(b)   The Seller may, upon at least 30 Business Days’ notice to the Administrator and each Purchaser Agent, terminate the purchase facility provided in this Section 1 in whole or, from time to time, irrevocably reduce in part the unused portion of the Purchase Limit (but not below the amount that would cause the Group Investment of any Purchaser Group to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $1,000,000, or an integral multiple of $100,000 in excess thereof and, unless terminated in whole, the Purchase Limit shall in no event be reduced below $100,000,000.  Such reduction shall, unless otherwise agreed to in writing by the Seller, the Administrator and each Purchaser Agent, be applied ratably to reduce the Group Commitment of each Purchaser Group.

(c)   The Seller may, upon at least 10 Business Days’ notice to the Administrator and each Purchaser Agent terminate the purchase facility with respect to a single Purchaser Group on a non-pro rata basis and pay in full to each Purchaser in such Purchaser Group all amounts due and owing as of such termination date; provided , that (i) the Seller shall have obtained the prior written consent of the Administrator, (ii) no Termination Event or Unmatured Termination Event shall have occurred and be continuing and (iii) the Participation shall not exceed 100%.

(d)   The Seller may advise the Administrator and each Purchaser Agent in writing of its desire to extend the Scheduled Commitment Termination Date with respect to each Related Committed Purchaser for an additional period not greater than 364 days, provided that such written request shall be delivered by the Seller to the Administrator and each Purchaser Agent not more than ninety (90) days prior to, and not less than sixty (60) days prior to, the then Scheduled Commitment Termination Date.  In the event that all Related Committed Purchasers are agreeable to such extension (which determination shall be made by each Related Committed Purchaser in its sole discretion and on such terms as each such Related Committed Purchaser may elect), (i) each Related Committed Purchaser (or the related Purchaser Agent on its behalf) shall so notify the Administrator and the Administrator shall so notify the Seller in writing not less than thirty (30) days prior to the then Scheduled Commitment Termination Date, (ii) the Seller, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator and the Purchaser Agents may deem necessary or appropriate to reflect such extension, and (iii) the Seller shall pay all reasonable costs and expenses incurred by the Administrator, the Purchasers and the Purchaser Agents in connection therewith (including reasonable attorneys’ costs) in accordance with Section 6.4 .  In the event that any Related Committed Purchaser declines the request for such extension (an “ Exiting Purchaser ”), such Exiting Purchaser (or the related Purchaser Agent on its behalf) shall so notify the Administrator, and the Administrator shall so notify Seller of such determination (it being understood that if any such Related Committed Purchaser does not extend its Commitment hereunder or assign its obligations to new Purchasers in accordance with Section 6.3, then on the Scheduled Commitment Termination Date, the Purchase Limit shall be reduced by an amount equal to that portion of the Commitment of such Exiting Purchaser, the Commitment of the Exiting Purchaser shall expire and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusted); provided that the failure of any Related Committed Purchaser (or related Purchaser Agent on its behalf) to so notify the Administrator or the failure of the Administrator to so notify the Seller, in either case, of the determination to decline such extension shall be deemed to be notice to the Administrator and the Seller that such Related Committed Purchaser has declined such extension (such notice or deemed notice, an “ Exiting Notice ”).  Notwithstanding anything to the contrary herein,   if all Related Committed Purchasers that are Affiliates of the Administrator decline to extend the Scheduled Commitment Termination Date, then the Scheduled Commitment Termination Date shall not be extended with respect to any Related Committed Purchaser unless one of the existing Related Committed Purchasers or a new Purchaser (or an Affiliate thereof) that is not an Affiliate of the Administrator agrees to assume all the duties and obligations of the Administrator hereunder effective as of such Scheduled Commitment Termination Date pursuant to such documents as the Administrator (in its sole discretion) may deem necessary or appropriate to reflect such assignment, it being understood that all costs and expenses incurred in connection therewith shall be paid by the Seller.

Section 1.2.      Making Purchases .  (a)  Each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Participation hereunder shall be made upon the Seller’s irrevocable written notice in the form of Annex B delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent prior to 11:00 a.m., Chicago time) on the second Business Day next preceding the date of such proposed Purchase.  Each such notice of any such proposed Purchase shall specify the desired amount to be paid to the Seller from each Purchaser Group (which amount shall not be less than $1,000,000 (or such lesser amount as agreed to by the Administrator and each Purchaser Agent) and shall be in integral multiples of $100,000 in excess thereof), the date of such Purchase and the desired duration of the Yield Period for the resulting Participation.  Each Purchaser Agent shall select the duration of such initial Yield Period, and each subsequent Yield Period in its discretion; provided that it shall use reasonable efforts, taking into account market conditions, to accommodate Seller’s preferences.

(b)   On the date of each Purchase (but not reinvestment) of undivided percentage ownership interests with regard to the Participation hereunder, each applicable Purchaser shall, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, make available to its related Purchaser Agent in same day funds an amount equal to the portion of Investment relating to the undivided percentage ownership interest then being funded by such Purchaser (and set forth in each notice delivered in accordance with Section 1.2(a)), and after the related Purchaser Agent’s receipt of such funds, such Purchaser Agent shall make such funds immediately available to the Seller.

(c)   Effective on the date of each Purchase pursuant to this Section 1.2 and each reinvestment pursuant to Section 1.4 , the Seller hereby sells and assigns to the Administrator for the benefit of the Purchasers (ratably, as described in Section 1.1(a) , or, in the case of any reinvestment, ratably based on the aggregate Investment of each such Purchaser at such time) an undivided percentage ownership interest in and to the extent of the Participation (i) each Pool Receivable then existing, (ii) all Related Security with respect to such Pool Receivables, and (iii) Collections with respect to, and other proceeds of, such Pool Receivables and Related Security.

(d)   To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, the Seller hereby grants to the Administrator, for the benefit of the Purchasers, a security interest in all of the Seller’s right, title and interest (including without limitation any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising:  (A) all Pool Receivables, (B) all Related Security with respect to each such Pool Receivable, (C) all Collections with respect to each such Pool Receivable, (D) the Lock Box Accounts and all amounts on deposit therein representing proceeds of the Pool Receivables and proceeds of the Related Security with respect thereto, the Collection Account and Liquidation Account and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing such Lock Box Accounts, Collection Account and Liquidation Account and such amounts on deposit therein, (E) all rights (but none of the obligations) of the Seller under the Purchase and Contribution Agreement and (F) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “ Pool Assets ”).  The Administrator, for the benefit of the Purchasers, shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrator and the Purchasers, all the rights and remedies of a secured party under any applicable UCC.

(e)   The Seller may, with the written consent of the Administrator and the Majority Purchasers, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or cause an existing Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided , however , (i) that the Commitment of any Purchaser may only be increased with the prior written consent of such Purchaser, and (ii) a Purchaser may only be added to an existing Purchaser Group with the consent of each Purchaser within such Purchaser Group.  Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrator and the Seller, an Assumption Agreement in the form of Annex C hereto (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such new Purchaser’s Purchaser Group).

(f)   Each Related Committed Purchaser’s obligation hereunder shall be several, such that the failure of any Related Committed Purchaser to make a payment in connection with any Purchase hereunder shall not relieve any other Related Committed Purchaser of its obligation hereunder to make payment for any Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser Agent), subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall purchase the defaulting Related Committed Purchaser’s Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages (determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser; it being understood that a defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase shall be first put to the Related Committed Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group and thereafter if there are no other Related Committed Purchasers in such Purchaser Group or if such other Related Committed Purchasers are fully committed or are also defaulting Related Committed Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of such Purchase shall be put to each other Purchaser Group ratably and applied in accordance with this paragraph (f)). Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the aggregate Investment of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Section 1.3.      Participation Computation .  The Participation shall be initially computed on the date of the initial Purchase hereunder.  Thereafter until the Termination Date, the Participation shall be automatically recomputed (or deemed to be recomputed) on each Business Day other than a Termination Day.  The Participation, as computed (or deemed recomputed) as of the day immediately preceding the Termination Date, shall thereafter remain constant.  The Participation shall become zero when the Aggregate Investment thereof and Aggregate Discount thereon shall have been paid in full, all the amounts owed by the Seller hereunder to each Purchaser, each Purchaser Agent, the Administrator, and any other Indemnified Party or Affected Person are paid in full and the Servicer shall have received the accrued Servicing Fee thereon.

Section 1.4.      Settlement Procedures .  (a)  Collection of the Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement.  The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Participation.

(b)   The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer, transfer such Collections from the Lock-Box Account(s) and deposit on such day such Collections into the Collection Account.  With respect to all Collections on deposit in the Collection Account on such day, the Servicer shall:

(i)   if such day is not a Termination Day, set aside within the Collection Account (or if such day is a Termination Day, transfer to the Liquidation Account) for the benefit of each Purchaser Group, out of the percentage of such Collections represented by the Participation, first an amount equal to the Aggregate Discount accrued through such day for each Portion of Investment and not previously set aside, second , an amount equal to the fees set forth in each Purchaser Group Fee Letter accrued and unpaid through such day and third , to the extent funds are available therefor, an amount equal to the Servicing Fee accrued and unpaid through such day and not previously set aside; and

(ii)   subject to Section 1.4(f) , if such day is not a Termination Day, remit to the Seller, on behalf of each Purchaser (ratably in accordance with the next succeeding sentence), the remainder of the percentage of such Collections, represented by the Participation, to the extent representing a return on the Aggregate Investment; such Collections shall, ratably, according to each Purchaser’s Investment, be automatically reinvested in Pool Receivables, and in the Related Security and Collections and other proceeds with respect thereto, and the Participation shall be automatically recomputed pursuant to Section 1.3 ; it being understood , that prior to remitting to the Seller the remainder of such Collections by way of reinvestment in Pool Receivables, the Servicer shall have calculated the Participation on such day, and if such Participation shall exceed 100% of the Net Receivables Pool Balance on such day, such Collections shall not be remitted to the Seller but shall be transferred to the Liquidation Account for the benefit of the Purchasers in accordance with paragraph (iii) below; provided , further , that in the case of an Exiting Purchaser, such Collections shall not be reinvested and instead shall be held in trust for the benefit of such Exiting Purchaser and applied in accordance with clause (iii) below;

(iii)   if such day is a Termination Day (or any day following the provision of an Exiting Notice), (A) transfer to the Liquidation Account for the benefit of each Purchaser Group (x) the amounts set aside in the Collection Account for the benefit of each Purchaser Group pursuant to paragraph (i) above and not so previously transferred to the Liquidation Account, and (y) the entire remainder of the percentage of the Collections represented by the Participation (or in the case of an Exiting Purchaser, an amount equal to such Exiting Purchaser’s ratable share of such Collections; provided that solely for the purpose of determining such Exiting Purchaser’s ratable share of Collections, such Exiting Purchaser’s Investment shall be deemed to remain constant from the date of such Exiting Purchaser’s Scheduled Commitment Termination Date until the date such Exiting Purchaser’s Investment has been paid in full; it being understood that if such day is also a Termination Day, such Exiting Purchaser’s Investment shall be recalculated taking into account amounts received by such Exiting Purchaser in respect of this parenthetical and thereafter Collections shall be set aside for such Exiting Purchaser ratably in respect of its Investment (as recalculated)); provided that so long as the Facility Termination Date has not occurred if any amounts are so transferred to the Liquidation Account on any Termination Day and thereafter the conditions set forth in Section 2 of Exhibit II are satisfied or are waived by the Administrator and each Purchaser Agent, such amounts previously transferred to the Liquidation Account shall, to the extent representing a return on the Aggregate Investment, be reinvested in accordance with the preceding paragraph (ii) on the day of such subsequent satisfaction or waiver of conditions; and (B) transfer to the Liquidation Account for each Purchaser Group the entire remainder of the Collections in the Collection Account represented by the Seller’s share of the Collections, if any (or in the case of an Exiting Purchaser, an amount equal to such Exiting Purchaser’s ratable share of such Collections; provided that solely for the purpose of determining such Exiting Purchaser’s ratable share of Collections, such Exiting Purchaser’s Investment shall be deemed to remain constant from the date of such Exiting Purchaser’s Scheduled Commitment Termination Date until the date such Exiting Purchaser’s Investment has been paid in full; it being understood that if such day is also a Termination Day, such Exiting Purchaser’s Investment shall be recalculated taking into account amounts received by such Exiting Purchaser in respect of this parenthetical and thereafter Collections shall be set aside for such Exiting Purchaser ratably in respect of its Investment (as recalculated)); provided that so long as the Facility Termination Date has not occurred if any amounts are so transferred to the Liquidation Account pursuant to  this clause (B) on any Termination Day and thereafter, the conditions set forth in Section 2 of Exhibit II are satisfied or are waived by the Administrator and each Purchaser Agent, such previously set aside amounts shall be distributed to the Seller on the day of such subsequent satisfaction or waiver of conditions; provided , further , if any amounts are so transferred to the Liquidation Account on any Termination Day and thereafter the Aggregate Investment, Program Fees, Aggregate Discount and Servicing Fees with respect to the Participation and all other amounts payable by the Seller to the Purchasers, the Purchaser Agents, the Administrator of any other Indemnified Party or Affected Person hereunder shall have been paid in full, any remaining amounts on deposit in the Liquidation Account shall be distributed to the Seller for its own account; and

(iv)   during such times as amounts are required to be reinvested in accordance with the foregoing paragraph (ii) or the proviso to paragraph (iii) , release to the Seller (subject to Section 1.4(f) ) for its own account any Collections in excess of such amounts, the amounts that are required to be set aside within the Collection Account pursuant to paragraph (i) above and (z) in the event the Seller is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering the Pool Receivables.

(c)   The Servicer shall deposit into each applicable Purchaser’s Account (or such other account designated by such applicable Purchaser or its Purchaser Agent), on the last day of each Settlement Period relating to a Portion of Investment:

(i)   Collections held on deposit in the Collection Account and the Liquidation Account for the benefit of each Purchaser pursuant to Section 1.4(b)(i) in respect of accrued Discount and the Program Fees and Commitment Fees with respect to such Portion of Investment;

(ii)   Collections held on deposit in the Liquidation Account for the benefit of each Purchaser pursuant to Section 1.4(f) with respect to such Portion of Investment; and

(iii)   the lesser of (x) the amount of Collections then held on deposit in the Liquidation Account for the benefit of each Purchaser pursuant to Section 1.4(b)(iii) and (y) such Portion of Investment.

(d)   Upon receipt of funds deposited into each applicable Purchaser’s Account pursuant to Section 1.4(c) with respect to any Portion of Investment, each applicable Purchaser Agent shall cause such funds to be distributed as follows:

(i)              if such distribution occurs on a day that is not a Termination Day and the Participation does not exceed 100%, first to each Purchaser Agent ratably according to the Discount accrued during such Yield Period (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to such Portion of Investment maintained by such Purchasers, second , to each Purchaser Agent ratably according to the Program Fees and Commitment Fees accrued during such Yield Period (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Program Fees and Commitment Fees with respect to such Portion of Investment maintained by such Purchasers; it being understood that each Purchaser Agent shall distribute the amounts described in the first and second clauses of this Section 1.4(d)(i) to the Purchasers within its Purchaser Group ratably according to such Discount, Program Fees and Commitment Fees, respectively and third , if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i) and has not deposited such amounts to its own account pursuant to Section 1.4(c) , to the Servicer (payable in arrears on the last day of each calendar month) in payment in full of accrued Servicing Fees so set aside with respect to such Portion of Investment; and

(ii)   if such distribution occurs on a Termination Day or on a day when the Participation exceeds 100%, first to each Purchaser Agent ratably according to Discount (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to such Portion of Investment funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second to each Purchaser Agent ratably according to the aggregate of the Investment of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Investment (or, if such day is not a Termination Day, the amount necessary to reduce the Participation to 100%), third to each Purchaser Agent ratably according to Program Fees and Commitment Fees (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group); it being understood that each Purchaser Agent shall distribute the amounts described in the first , second and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to such Discount, Investment, Program Fees and Commitment Fees, respectively, fourth , if Seller or any of its Affiliates is not the Servicer, to the Servicer in payment in full of all accrued Servicing Fees with respect to such Portion of Investment, and fifth , if the Aggregate Investment and accrued Aggregate Discount with respect to each Portion of Investment with respect to all Purchaser Groups have been reduced to zero, and all accrued Servicing Fees payable to the Servicer (if other than the Seller) have been paid in full, to each Purchaser Group ratably, based on the amounts payable to each (for the benefit of the Purchasers within such Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller hereunder and then to the Servicer (if the Servicer is the Seller) in payment in full of all accrued Servicing Fees.

(e)   For the purposes of this Section 1.4 :

(i)   if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any discount, rebate or other adjustment made by the Seller, the Originator or Servicer, or any setoff or dispute between the Seller, the Originator or the Servicer (if the Servicer is Pilgrim’s Pride or an Affiliate thereof) and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment;

(ii)   if on any day any of the representations or warranties in paragraphs (f) or (l) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full;

(iii)   except as provided in paragraph (i) or (ii) of this Section 1.4(e) , or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables;

(iv)   if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrator, such Purchaser Agent or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; and

(v)   if and to the extent the Administrator has exclusive control over the Lock-Box Accounts, the Administrator (or such other party (including the Servicer) consented to in writing by the Administrator) may make certain transfers previously required to be made by the Servicer pursuant to this Section 1.4 .

(f)   If at any time the Seller shall wish to cause the reduction of a portion of the Aggregate Investment (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Investment), the Seller may do so as follows:

(i)   the Seller shall give the Administrator at least five Business Days’ prior written notice thereof (including the amount of such proposed reduction and the proposed date on which such reduction will commence),

(ii)   on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction, and

(iii)              the Servicer shall hold such Collections in the Liquidation Account for the benefit of each Purchaser ratably according to its Investment, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) on the last day of the then current Settlement Period with respect to any Portions of Investment funded or maintained by such Purchaser immediately following the related current Yield Period, and the Aggregate Investment (together with the Investment of any related Purchaser) shall be deemed reduced in the aggregate amount to be paid to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when in fact finally so paid;

A.   the amount of any such reduction shall be not less than $1,000,000 for each Purchaser Group and shall be an integral multiple of $500,000 (or such other amount if necessary to cause the Participation to not exceed 100% after giving effect to such reduction), and the entire Aggregate Investment after giving effect to such reduction shall be not less than $1,000,000 unless the Aggregate Investment shall have been reduced to zero,

B.   with respect to any Portion of Investment, the Seller shall choose a reduction amount, and the date of commencement thereof, so that to the extent practicable such reduction shall commence and conclude in the same Yield Period, and

C.   if two or more Portions of Investment shall be outstanding at the time of any proposed reduction, such proposed reduction shall be applied, unless the Seller shall otherwise specify in the notice given pursuant to Section 1.4(f)(i) , to the Portion of Investment with the shortest remaining Yield Period.

Section 1.5.      Fees .  The Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers certain fees in the amounts and on the dates set forth in letters of even date herewith (each such letter, as the same may be amended, amended and restated, supplemented or modified, a “ Purchaser Group Fee Letter ”), in each case between the Seller and the related Purchaser Agent delivered pursuant to Section 1 of Exhibit II , and provided, that, if agreed to by each Purchaser Group, such fees may be set forth collectively in a single letter, in each case as such letter may be amended, amended and restated, supplemented or otherwise modified from time to time.

Section 1.6.      Payments and Computations, Etc .  (a)  All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be paid or deposited no later than noon (Chicago time) on the day when due in same day funds to the applicable Purchaser’s Account.  All amounts received after noon (Chicago time) will be deemed to have been received on the immediately succeeding Business Day.

(b)   The Seller shall, pay interest on any amount not paid or deposited by the Seller or Servicer when due hereunder, at an interest rate equal to 2.0% per annum above the Base Rate, payable on demand.

(c)   All computations of interest under subsection (b) above and all computations of Discount, fees, and other amounts hereunder shall be made on the basis of a year of 360 days (other than Discount calculated by reference to the Base Rate which shall be computed on the basis of a year of 365 or 366 days, as the case may be) for the actual number of days elapsed.  Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

(d)   Notwithstanding anything to the contrary in this Section 1.6 , it is the intention of the parties hereto to conform strictly to applicable usury laws and, the obligations of the Seller to the Purchasers under this Agreement shall be subject to the limitation that payments of interest (or of other amounts constituting interest under applicable law) to any Purchaser shall not be required to the extent that receipt thereof would be in excess of the Highest Lawful Rate (as defined below), or otherwise contrary to provisions of law applicable to such Purchaser limiting rates of interest which may be charged or collected by such Purchaser.  Accordingly, if amounts paid in respect of interest under this Agreement would exceed the Highest Lawful Rate or otherwise be usurious under applicable law (including the federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) then, notwithstanding anything to the contrary in this Agreement, it is agreed as follows as to any Purchaser: (i) the provisions of this subsection (d) shall govern and control over any other provision in this Agreement; (ii) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement by such Purchaser shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Purchaser herein called the “ Highest Lawful Rate ”), and all amounts owed under this Agreement shall be held subject to reduction and (x) the amount of interest which would otherwise be payable to such Purchaser hereunder shall be automatically reduced to the amount allowed under applicable law and (y) any unearned interest paid by the Seller in excess of the Highest Lawful Rate shall be credited to the Seller by such Purchaser; and (iii) if at any time the interest provided pursuant to this Agreement, together with any other fees, late charges and other sums payable pursuant to or in connection with this Agreement and deemed interest under applicable law, exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and any such fees, charges and sums to accrue to such Purchaser pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate for such Purchaser, but any subsequent reductions, as applicable, shall not reduce the interest to accrue pursuant to this Agreement below the Purchaser’s Highest Lawful Rate until the total amount of interest payable to such Purchaser (including all consideration which constitutes interest) equals the amount of interest which would have been payable to such Purchaser (including all consideration which constitutes interest) assuming a varying rate per annum equal to the interest provided pursuant to this Agreement at all times in effect, plus the amount of fees which would have been received but for the effect of this subsection (d) . For purposes of Chapter 303 of the Texas Finance Code, as amended, to the extent applicable to such Purchaser, the Seller agrees that the Highest Lawful Rate for such Purchaser shall be a rate equal to the “weekly ceiling” as calculated pursuant to Section 303.003 of the Texas Finance Code, provided that such Purchaser may also rely, to the extent permitted by applicable laws, on alternative maximum rates of interest under other laws applicable to such Purchaser if greater.

Section 1.7.      Dividing or Combining Portions of the Investment of the Participation .  The Seller may, on the last day of any Yield Period, either (i) divide the Investment of the Participation with respect to any Purchaser into two or more portions (each, a “ Portion of Investment ”) equal, in aggregate, to the Investment of the Participation, provided that after giving effect to such division the amount of each such Portion of Investment shall be not less than $1,000,000, or (ii) combine any two or more Portions of Investment outstanding on such last day and having Yield Periods ending on such last day into a single Portion of Investment equal to the aggregate of the Investment of such Portions of Investment.

Section 1.8.      Increased Costs .  (a)  If the Administrator, any Purchaser, any Purchaser Agent, any Liquidity Bank, any other Program Support Provider or any of their respective Affiliates (each an “ Affected Person ”) reasonably determines that the existence of or compliance with (i) any law or regulation or any change therein or in the interpretation or application thereof, in each case adopted, issued or occurring after the date hereof or (ii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of or otherwise to maintain the investment in Pool Receivables related to this Agreement or any related liquidity facility or credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the applicable Purchaser Agent, if any), the Seller shall within 15 days of demand pay to the Administrator or the applicable Purchaser Agent, for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient and reasonably calculated to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments.  A certificate as to such amounts submitted to the Seller and the Administrator by such Affected Person (or applicable Purchaser Agent on its behalf) shall be conclusive and binding for all purposes absent manifest error.  For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (“ FASB ”) (including, without limitation, FASB Interpretation No. 46), shall (notwithstanding anything in this paragraph or otherwise in this Agreement to the contrary, whether or not issued or occurring on or prior to or after the date hereof) constitute an adoption, change, request, guideline or directive subject to this Section 1.8 .

(b)   If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements referred to in Section 1.9 ) in or in the interpretation of any law or regulation or (ii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of the Participation in respect of which Discount is computed by reference to the Eurodollar Rate, then, upon demand by such Affected Person (or any applicable Purchaser Agent on its behalf), the Seller shall immediately pay to such Affected Person (or the applicable Purchaser Agent), from time to time as specified, additional amounts sufficient to compensate such Affected Person for such increased costs. A certificate as to such amounts submitted to the Seller by such Affected Person (or the applicable Purchaser Agent on its behalf) shall be conclusive and binding for all purposes absent manifest error.

(c)   Each Affected Person (or any applicable Purchaser Agent on its behalf) will notify Seller and the Administrator, promptly after it has received official notice of any event occurring after the date hereof which will entitle such Affected Person to such additional amounts as compensation pursuant to this Section 1.8 .  Such additional amounts shall accrue from the date as to which such Affected Person becomes subject to such additional costs as a result of such event (or if such notice of such event is not given to Seller by such Affected Person (or applicable Purchaser Agent on its behalf) within 90 days after such Affected Person received such official notice of such event, from the date which is 90 days prior to the date such notice is given to Seller by such Affected Person (or applicable Purchaser Agent on its behalf)).

Section 1.9.      Requirements of Law .  (a)  In the event that any Affected Person reasonably determines that the existence of or compliance with (i) any law or regulation or any change therein or in the interpretation or application thereof, in each case adopted, issued or occurring after the date hereof or (ii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement:

(i)   does or shall subject such Affected Person to any tax of any kind whatsoever with respect to this Agreement, any increase in the Participation or in the amount of Investment relating thereto, or does or shall change the basis of taxation of payments to such Affected Person on account of Collections, Discount or any other amounts payable hereunder (excluding taxes imposed on the overall net income or gross receipts of such Affected Person, and franchise taxes imposed on such Affected Person, by the jurisdiction under the laws of which such Affected Person is organized or a political subdivision thereof);

(ii)   does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, purchases, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Affected Person which are not otherwise included in the determination of the Eurodollar Rate or the Base Rate hereunder; or

(iii)   does or shall impose on such Affected Person any other condition;

(b)   Each Affected Person (or any applicable Purchaser Agent on its behalf) will notify Seller and the Administrator promptly after it has received official notice of any event occurring after the date hereof which will entitle such Affected Person to such additional amounts as compensation pursuant to this Section 1.9 .  Such additional amounts shall accrue from the date as to which such Affected Person becomes subject to such additional costs as a result of such event (or if such notice of such event is not given to Seller by such Affected Person (or applicable Purchaser Agent on its behalf) within 90 days after such Affected Person received such official notice of such event, from the date which is 90 days prior to the date such notice is given to Seller by such Affected Person (or applicable Purchaser Agent on its behalf).

Section 1.10.      Inability to Determine Eurodollar Rate .  In the event that the Administrator (or any Purchaser Agent) shall have determined prior to the first day of any Yield Period (which determination shall be conclusive and binding upon the parties hereto) by reason of circumstances affecting the interbank Eurodollar market, either (a) dollar deposits in the relevant amounts and for the relevant Yield Period are not available, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Yield Period or (c) the Eurodollar Rate determined pursuant hereto does not accurately reflect the cost to any Purchaser (as conclusively determined by such Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Investment during such Yield Period, the Administrator or the applicable Purchaser Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Seller prior to the first day of such Yield Period.  Upon delivery of such notice (a) no Portion of Investment of such Purchaser shall be funded thereafter at the Bank Rate determined by reference to the Eurodollar Rate, unless and until the Administrator or the applicable Purchaser Agent shall have given notice to the Seller that the circumstances giving rise to such determination no longer exist, and (b) with respect to any outstanding Portions of Investment of such Purchaser then funded at the Bank Rate determined by reference to the Eurodollar Rate, such Bank Rate shall automatically be converted to the Bank Rate determined by reference to the Base Rate at the respective last days of the then-current Yield Periods relating to such Portions of Investment.

Section 2.1.      Representations and Warranties; Covenants .  Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV , respectively hereto.

Section 2.2.      Termination Events .  If any of the Termination Events set forth in Exhibit V hereto shall occur and be continuing, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers), by notice to the Seller, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred);   provided that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in subsection (g) or (k) of Exhibit V , the Facility Termination Date shall occur.  Upon any such declaration, occurrence or deemed occurrence of the Facility Termination Date, the Administrator, each Purchaser Agent and each Purchaser shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.

Section 3.1.      Indemnities by the Seller .  (a)  Without limiting any other rights that the Administrator, each Purchaser Agent, each Liquidity Bank, each Program Support Provider, each Purchaser and any of their respective Affiliates, employees, agents, successors, transferees or assigns (each, an “ Indemnified Party ”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, expenses, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “ Indemnified Amounts ”) arising out of or resulting from this Agreement or any other Transaction Document (whether directly or indirectly) or the use of proceeds of purchases or reinvestments or the ownership of the Participation, or any interest therein, or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables to be written off consistent with the Credit and Collection Policy, or (c) any overall gross receipts or net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof.  Without limiting or being limited by the foregoing, and subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(i)              the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable, the failure of any information contained in a Servicer Report to be true and correct, or the failure of any other information provided to the Purchasers, the Purchaser Agents or the Administrator with respect to Receivables or this Agreement to be true and correct;

(ii)              the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made;

(iii)              the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation;

(iv)              the failure to vest in the Administrator, for the benefit of the Purchasers, a valid and enforceable (A) perfected undivided percentage ownership interest, to the extent of the Participation, in the Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections with respect thereto and (B) first priority perfected security interest in the items described in Section 1.2(d) , in each case, free and clear of any Adverse Claim;

(v)              the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time;

(vi)              any dispute, claim, offset or defense (other than discharge in bankruptcy or similar insolvency proceeding of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates);

(vii)              any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts;

(viii)              any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with merchandise, insurance or services which are the subject of any Contract;

(ix)              the commingling of Collections of Pool Receivables at any time with other funds;

(x)              any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or reinvestments or the ownership of the Participation or in respect of any Receivable, Related Security or Contract;

(xi)              any reduction in Investment as a result of the distribution of Collections pursuant to Section 1.4(e)(iv) , in the event that all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; or

(xii)              any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts or franchise tax), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Participation, or other interests in the Receivables Pool or in any Related Security or Contract.

(b)   Indemnity by the Servicer .  Without limiting any other rights which any such person may have hereunder under applicable law, Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables to be written off consistent with the Credit and Collection Policy, or (c) any overall gross receipts or net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof) awarded against or incurred by any of them arising out of or relating to:

(i)              any representation or warranty made by Servicer under or in connection with any Transaction Document or any information or report delivered by or on behalf of Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made;

(ii)              the failure by Servicer to comply with any applicable law, rule or regulation (including truth in lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) with respect to any Pool Receivable or other related Contract; or

(iii)              any failure of Servicer to perform its duties, covenants and obligations in accordance with the applicable provisions of this Agreement.

Section 4.1.      Appointment of Servicer .  (a)  The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as Servicer in accordance with this Section 4.1 .  During  the continuation of a Termination Event, the Administrator may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed the Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until the Administrator gives notice to the Seller and Pilgrim’s Pride (in accordance with this Section 4.1 ) of the designation of a new Servicer, Pilgrim’s Pride is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof.

(b)   Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Administrator determines will facilitate the transition of the performance of such activities to the new Servicer, and the Servicer shall cooperate with and assist such new Servicer.  Such cooperation shall include (without limitation) access to and transfer of records and use by the new Servicer of all licenses or software necessary or desirable to collect the Pool Receivables and the Related Security.

(c)   Pilgrim’s Pride acknowledges that, in making its decision to execute and deliver this Agreement, the Administrator and each Purchaser Group have relied on Pilgrim’s Pride’s agreement to act as Servicer hereunder.  Accordingly, Pilgrim’s Pride agrees that it will not voluntarily resign as Servicer.

(d)   The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “ Sub-Servicer ”); provided that, in each such delegation (i) such Sub-Servicer shall agree in writing, to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to each Purchaser Group and the Administrator for the performance of the duties and obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer).

Section 4.2.      Duties of Servicer .  (a)  The Servicer shall take or cause to be taken all such action as may be necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.  The Servicer shall set aside for the accounts of the Seller and each Purchaser Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I hereto.  The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Pool Receivable (but not beyond thirty (30) days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may determine to be appropriate to maximize Collections thereof; provided , however , that (i) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser Group or the Administrator under this Agreement and (ii) if a Termination Event has occurred and is continuing and Pilgrim’s Pride or any of its Affiliates is still serving as Servicer, the Servicer may make such extension or adjustment only upon the prior written approval of the Administrator (with the consent of the Majority Purchasers).  The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (for the benefit of each Purchaser Group and individually) in accordance with their respective interests, all records and documents (including without limitation computer tapes or disks) with respect to each Pool Receivable.  Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided , however , that no such direction may be given unless a Termination Event has occurred and is continuing.

(b)   The Servicer’s obligations hereunder shall terminate on the Final Payout Date. After such termination the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer in connection with this Agreement.

Section 4.3.      Establishment and Use of Certain Accounts .

(a)   Lock-Box Accounts .  (i) Prior to the initial purchase hereunder, the Lock-Box Accounts listed on Schedule II hereto shall have been opened and the Seller shall have instructed each Obligor to make payments of all Receivables to such Lock-Box Accounts and (ii) (A) no later than October 15, 2008, the Seller shall enter into Lock-Box Agreements in form and substance reasonably satisfactory to the Administrator and covering the Lock-Box Accounts listed on Schedule II hereto with all of the Lock-Box Banks, and deliver original counterparts thereof to the Administrator or (B) no later than October 28, 2008, the Seller shall (x) cause to be opened new Lock-Box Accounts at new lock-box banks reasonably satisfactory to the Administrator, (y) enter into lock-box agreements in form and substance reasonably satisfactory to the Administrator with respect to each such lock-box account and deliver original counterparts thereof to the Administrator and (z) instruct each Obligor to make payments of all Receivables to such lock-box accounts; for the avoidance of doubt, the term “Lock-Box Account” includes, without limitation, the Collection Account and the Liquidation Account.  A breach of this clause (a) shall constitute a Termination Event hereunder.

(b)   Collection Account .  The Servicer agrees to establish the Collection Account on or before the date of the first purchase hereunder.  The Collection Account shall be used to accept the transfer of Collections of Pool Receivables from the Lock-Box Accounts pursuant to Section 1.4(b) and for such other purposes described in the Transaction Documents.

(c)   Liquidation Account .  The Servicer agrees to establish the Liquidation Account on or before the date of the first purchase hereunder.  The Liquidation Account shall be used to receive transfers of certain amounts of each Purchaser’s share of Collections of Pool Receivables prior to the Settlement Dates and for such other purposes described in the Transaction Documents.  No funds other than those transferred in accordance with Section 1.4 shall be intentionally transferred into the Liquidation Account.

(d)   Permitted Investments .  Any amounts in the Liquidation Account or the Collection Account, as the case may be, may be invested by the Liquidation Account Bank or Collection Account Bank, respectively, at Servicer’s direction and with the Administrator’s prior written consent, in Permitted Investments, so long as the Administrator (for the benefit of the Purchasers) shall have a first priority perfected security interest in such Permitted Investments and such Permitted Investments are subject to no Adverse Claims other than those of the Purchaser provided hereunder.  So long as the Administrator has exclusive control over the Lock-Box Accounts, any amounts on deposit therein may be invested in Permitted Investments at the discretion of the Administrator, and in such case the Seller and/or Servicer shall execute the applicable documents, if any, in connection therewith as requested by the Administrator.

(e)   Control of Lock-Box Accounts .  The Administrator may or, upon the direction of the Majority Purchasers, shall, at any time give notice to each Lock-Box Bank, the Collection Account Bank and the Liquidation Account Bank that the Administrator is exercising its rights under the Lock-Box Agreements, and the Liquidation Account Agreement to do any or all of the following: (i) to have the exclusive ownership and control of the Lock-Box Accounts to the extent provided in the related Lock-Box Agreement, the Collection Account and the Liquidation Account transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account, and (iii) to take any or all other actions permitted under the applicable Lock-Box Agreement and the Liquidation Account Agreement.  The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Agent may reasonably request to transfer such control.  Any proceeds of Pool Receivables received by the Seller or the Servicer, thereafter shall be sent immediately to the Administrator.  The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account, the Collection Account and the Liquidation Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Purchaser Groups or any other Person hereunder.  The parties hereto hereby further acknowledge that, as of the Closing Date, the Administrator has exclusive control of each of the Lock-Box Accounts.

Section 4.4.      Enforcement Rights .  (a)  At any time:

(i)   the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Administrator or its designee;

(ii)   the Administrator may instruct the Seller or the Servicer to give notice of the Purchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrator or its designee (on behalf of such Purchaser Groups), and upon such instruction from the Administrator, the Seller or the Servicer, as applicable, shall give such notice at the expense of the Seller; provided , that if the Seller or the Servicer fails to so notify each Obligor, the Administrator (at the Seller’s expense) may so notify the Obligors; and

(iii)   the Administrator may request the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrator or its designee (for the benefit of the Purchasers) at a place selected by the Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee.

(b)   The Seller hereby authorizes the Administrator (on behalf of each Purchaser Group), and irrevocably appoints the Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Seller, which appointment is coupled with an interest, to take after the occurrence and during the continuance of a Termination Event any and all steps in the name of the Seller and on behalf of the Seller necessary or desirable, in the determination of the Administrator, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Security, including, without limitation, endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Pool Receivables, Related Security and the related Contracts.  Notwithstanding anything to the contrary contained in this subsection (b) , none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever, except to the extent arising out of the negligence or willful misconduct of such attorney-in-fact.

Section 4.5.      Responsibilities of the Seller .  Anything herein to the contrary notwithstanding, the Seller shall (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations and (ii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction.  The Administrator, the Purchaser Agents and the Purchasers shall not have any obligation or liability with respect to any Pool Receivable, any Related Security or any related Contract, nor shall any of them be obligated to perform any of the obligations of the Seller under any of the foregoing.

Section 4.6.      Servicing Fee .  The Servicer shall be paid a fee, through distributions contemplated by Section 1.4(d) , equal to 0.50% per annum of the average outstanding Net Receivables Pool Balance.

Section 5.1.   Appointment and Authorization .  (a)  Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints BMO Capital Markets Corp., as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto.  The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Participation.  The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator.  The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer.  Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law.

(b)   Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent.

(c)   Except as otherwise specifically provided in this Agreement, the provisions of this   Article V are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V , except that this Article V shall not affect any obligations that any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser.

(d)   In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Section 5.2.   Delegation of Duties .  The Administrator may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrator shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 5.3.   Exculpatory Provisions .  None of the Purchaser Agents, the Administrator or any of their directors, officers, agents or employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Majority Purchasers (or in the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such Purchaser Group) or (ii) in the absence of such Person’s gross negligence or willful misconduct.  The Administrator shall not be responsible to any Purchaser, Purchaser Agent or other Person for (i) any recitals, representations, warranties or other statements made by the Seller, Servicer, or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of the Seller, the Servicer, any Originator or any of their Affiliates to perform any obligation hereunder or under the other Transaction Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Exhibit II.  The Administrator shall not have any obligation to any Purchaser or Purchaser Agent to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of the Seller, Servicer, Originator or any of their Affiliates.

Section 5.4.   Reliance by Agents .  (a)  Each Purchaser Agent and the Administrator shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or other writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Administrator.  Each Purchaser Agent and the Administrator shall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Majority Purchasers (or in the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such Purchaser Group), and assurance of its indemnification, as it deems appropriate.

(b)   The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Purchasers or any Purchaser Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, the Administrator and Purchaser Agents.

(c)   The Purchasers within each Purchaser Group with a majority of the Commitment of such Purchaser Group shall be entitled to request or direct the related Purchaser Agent to take action, or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of such Majority Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent’s Purchasers.

(d)   Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i) such Purchaser Agent is acting for the benefit of each of the Purchasers in respect of which such Purchaser Agent is identified as being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by such Purchaser Agent has been duly authorized and approved by all necessary action on the part of the Purchasers on whose behalf it is purportedly acting. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the circumstances and procedures for removal, resignation and replacement of such Purchaser Agent.

Section 5.5.   Notice of Termination Events .  Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event unless such Person has received notice from any Purchaser, Purchaser Agent, the Servicer or the Seller stating that a Termination Event or Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event.  In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its Purchasers.  In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator.  The Administrator shall take such action concerning a Termination Event or Unmatured Termination Event as may be directed by the Majority Purchasers unless such action otherwise requires the consent of all  Purchasers), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and Purchaser Agents.

Section 5.6.   Non-Reliance on Administrator, Purchaser Agents and Other Purchasers .  Each Purchaser expressly acknowledges that none of the Administrator, the Purchaser Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrator, or any Purchaser Agent hereafter taken, including any review of the affairs of the Seller, Servicer or any Originator, shall be deemed to constitute any representation or warranty by the Administrator or such Purchaser Agent, as applicable.  Each Purchaser represents and warrants to the Administrator and the Purchaser Agents that, independently and without reliance upon the Administrator, Purchaser Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, Servicer or the Originators, and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document.  Except for items specifically required to be delivered hereunder, the Administrator shall not have any duty or responsibility to provide any Purchaser Agent with any information concerning the Seller, Servicer or the Originators or any of their Affiliates that comes into the possession of the Administrator or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 5.7.   Administrators and Affiliates .  Each of the Purchasers and the Administrator and their Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with the Seller, Servicer or any Originator or any of their Affiliates.  With respect to the acquisition of the Eligible Receivables pursuant to this Agreement, each of the Purchaser Agents and the Administrator shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not such an agent, and the terms “Purchaser” and “Purchasers” shall include, to the extent applicable, each of the Purchaser Agents and the Administrator in their individual capacities.

Section 5.8.   Indemnification .  Each Related Committed Purchaser shall indemnify and hold harmless the Administrator (but solely in its capacity as Administrator) and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller, the Servicer or any Originator and without limiting the obligation of the Seller, the Servicer, or any Originator to do so), ratably (based on its Commitment) from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrator or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrator or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Administrator or such Person as finally determined by a court of competent jurisdiction).

Section 5.9.   Successor Administrator .  The Administrator may, upon at least thirty (30) days notice to the Seller and each Purchaser and Purchaser Agent, resign as Administrator.  Such resignation shall not become effective until (x) a successor agent is appointed by the Majority Purchasers and has accepted such appointment and (y) so long as no Termination Event or Unmatured Termination Event has occurred and is continuing, the Seller shall have consented to such successor agent (such consent not to be unreasonably withheld or delayed).  Upon such acceptance of its appointment as Administrator hereunder by a successor Administrator, such successor Administrator shall succeed to and become vested with all the rights and duties of the retiring Administrator, and the retiring Administrator shall be discharged from its duties and obligations under the Transaction Documents.  After any retiring Administrator’s resignation hereunder, the provisions of Sections 5.1 and 5.2 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrator.

Section 6.1.      Amendments, Etc .  No amendment or waiver of any provision of this Agreement or consent to any departure by the Seller or Servicer therefrom shall be effective unless in a writing signed by the Administrator and the Majority Purchasers, and, in the case of any amendment, by the Seller and the Servicer and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that, to the extent required by the securitization program of any Uncommitted Purchaser, no such material amendment shall be effective until the Rating Agencies have notified the Servicer, the Administrator and applicable Purchaser Agent in writing that such action will not result in a reduction or withdrawal of the rating of any Notes; provided , further , that no such amendment or waiver shall, without the consent of each affected Purchaser, (A) extend the date of any payment or deposit of Collections by the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Discount, (C) reduce any fees payable to the Administrator, any Purchaser Agent or any Purchaser pursuant to the applicable Purchaser Group Fee Letter, (D) change the amount of Investment of any Purchaser, any Purchaser’s pro rata share of the Participation or any Related Committed Purchaser’s Commitment, (E) amend, modify or waive any provision of the definition of “Majority Purchaser” or this Section 6.1 , (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Participation”, “Special Obligor” or “Termination Event”, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses, or (I) otherwise materially and adversely affect the rights of any such Purchaser hereunder.  No failure on the part of any Purchaser, Purchaser Agent or the Administrator to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 6.2.      Notices, Etc .  All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and sent or delivered, to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto.  Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by first class mail), and notices and communications sent by other means shall be effective when received.

Section 6.3.      Successors and Assigns; Participations; Assignments .  

(a)   Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Except as otherwise provided herein, the Seller may not assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of the Administrator and the Purchaser Agents.

(b)   Participations .  Except as otherwise specifically provided herein, any Purchaser may sell to one or more Persons (each a “ Participant ”) participating interests in the interests of such Purchaser hereunder; provided , however , that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document.  Such Purchaser shall remain solely responsible for performing its obligations hereunder, and the Seller, each Purchaser Agent and the Administrator shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder.  A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers.

(c)   Assignments by Certain Related Committed Purchasers .

(i)     Any Related Committed Purchaser may assign to one or more Eligible Assignees (each a “ Purchasing Related Committed Purchaser ”), who is (x) reasonably acceptable to the related Purchaser Agent in its sole discretion and (y) so long as no Termination Event or Unmatured Termination Event has occurred and is continuing, consented to by the Seller (such consent not to be unreasonably withheld or delayed), any portion of its Commitment pursuant to a supplement hereto, substantially in the form of Annex D with any changes as have been approved by the parties thereto (each, a “ Transfer Supplement ”), executed by each such Purchasing Related Committed Purchaser, such selling Related Committed Purchaser, such related Purchaser Agent and the Administrator.  Any such assignment by Related Committed Purchaser cannot be for an amount less than $50,000,000.  Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Seller, such related Purchaser Agent and the Administrator and (iii) payment by the Purchasing Related Committed Purchaser to the selling Related Committed Purchaser of the agreed purchase price, if any, such selling Related Committed Purchaser shall be released from its obligations hereunder to the extent o