SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

EXHIBIT 10.2

EXECUTION COPY

SECOND AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

Dated as of September 7, 2006

By and Among

LAND O’LAKES, INC.
As initial Servicer,

COBANK, ACB, AND THE OTHER
PURCHASERS FROM TIME TO TIME
PARTY HERETO

And

COBANK, ACB,
As Administrator

TABLE OF CONTENTS

						Page
ARTICLE 1. PURCHASES AND REINVESTMENTS							2
		Section 1.1.		Agreement to Purchase; Limits on Purchasers’ Obligations			2
		Section 1.2.		Purchase Procedures; Assignment of Purchasers’ Interests			2
		Section 1.3.		Reinvestments of Certain Collections; Payment of Remaining Collections			2
		Section 1.4.		Receivable Interest			4
		Section 1.5.		Voluntary Termination or Reduction of Facility Limit			4
		Section 1.6.		Facility Limit Increases			4
ARTICLE 2. COMPUTATIONAL RULES							6
		Section 2.1.		Computation of Capital			6
		Section 2.2.		Computation of Concentration Limit			6
		Section 2.3.		Computation of Earned Discount			6
		Section 2.4.		Estimates of Earned Discount Rate, Fees, Etc			7
ARTICLE 3. SETTLEMENTS							7
		Section 3.1.		Purchase and Settlement Procedures			7
		Section 3.2.		Deemed Collections; Reduction of Capital, Etc			9
		Section 3.3.		Payments and Computations, Etc			10
ARTICLE 4. FEES AND YIELD PROTECTION							11
		Section 4.1.		Fees			11
		Section 4.2.		Yield Protection			11
		Section 4.3.		Funding Losses			13
		Section 4.4.		Prepayments			13
ARTICLE 5. CONDITIONS TO PURCHASES							13
		Section 5.1.		Conditions Precedent to Initial Purchase and Effectiveness			13
		Section 5.2.		Conditions Precedent to All Purchases and Reinvestments			15
ARTICLE 6. REPRESENTATIONS AND WARRANTIES							15
		Section 6.1.		Representations and Warranties of Seller			15
		Section 6.2.		Representations and Warranties of Servicer			18
ARTICLE 7. GENERAL COVENANTS							19
		Section 7.1.		Affirmative Covenants			19

						Page
		Section 7.2.		Reporting Requirements			22
		Section 7.3.		Negative Covenants			23
		Section 7.4.		Separate Existence			25
ARTICLE 8. ADMINISTRATION AND COLLECTION							28
		Section 8.1.		Designation of Servicer and Sub-Servicers			28
		Section 8.2.		Duties of Servicer			29
		Section 8.3.		Rights of Administrator			30
		Section 8.4.		Responsibilities of Seller			31
		Section 8.5.		Further Action Evidencing Purchases and Reinvestments			32
		Section 8.6.		Application of Collections			33
ARTICLE 9. SECURITY INTEREST							33
		Section 9.1.		Grant of Security Interest			33
		Section 9.2.		Further Assurances			33
		Section 9.3.		Remedies			33
ARTICLE 10. TERMINATION EVENTS							33
		Section 10.1.		Termination Events			33
		Section 10.2.		Remedies			36
ARTICLE 11. THE ADMINISTRATOR							36
		Section 11.1.		Authorization			36
		Section 11.2.		Administrator’s Reliance, Etc			37
		Section 11.3.		CoBank and Affiliates			37
ARTICLE 12. ASSIGNMENT OF AND PARTICIPATIONS IN PURCHASERS’ INTERESTS							37
		Section 12.1.		Restrictions on Assignments; Impact on Patronage			37
		Section 12.2.		Rights of Assignee			38
		Section 12.3.		Participations			38
ARTICLE 13. INDEMNIFICATION							39
		Section 13.1.		Indemnities			39
ARTICLE 14. MISCELLANEOUS							41
		Section 14.1.		Amendments, Etc			41
		Section 14.2.		Notices, Etc			41
		Section 14.3.		No Waiver; Remedies			42

						Page
		Section 14.4.		Binding Effect; Survival			42
		Section 14.5.		Costs, Expenses and Taxes			42
		Section 14.6.		No Proceedings			43
		Section 14.7.		Confidentiality of Program Information			43
		Section 14.8.		Confidentiality of Originator Information			44
		Section 14.9.		Captions and Cross References			45
		Section 14.10.		Integration			46
		Section 14.11.		Governing Law			46
		Section 14.12.		Waiver Of Jury Trial			46
		Section 14.13.		Consent To Jurisdiction; Waiver Of Immunities			46
		Section 14.14.		Execution in Counterparts			47
		Section 14.15.		No Recourse Against Other Parties			47
		Section 14.16.		Amendment and Restatement			47

APPENDIX

APPENDIX A		Definitions
Schedule I		Government Receivables (if any)
Schedule II		Contract Standards (if any)
SCHEDULES
Schedule 1		Purchasers and Pro Rata Shares
Schedule 6.1(m)		List of Offices of Seller where Records Are Kept
Schedule 6.1(n)		List of Lockbox Banks
Schedule 7.1(g)		Initial Credit and Collection Policies
Schedule 12.3(b)		Participants
Schedule 14.2		Notice Addresses
EXHIBITS
Exhibit 1.2(a)		Form of Purchase Notice
Exhibit 1.6(b)		Form of Purchase Increase Supplement
Exhibit 1.6(c)		Form of New Purchaser Supplement
Exhibit 3.1(a)-l		Form of Servicer Report
Exhibit 5.1(f)		Form of Lockbox Agreement
Exhibit 7.2(a)		Form of Monthly Report
Exhibit 7.4		Additional Corporate Separateness Assumptions, Statements and Representations

SECOND AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

Dated as of September 7, 2006

PREAMBLE

      SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT , dated as of September 7, 2006, (this “ Agreement ”), by and among LOL SPV, LLC, a Delaware limited liability company, as Seller (“ Seller ”), LAND O’LAKES, INC., a Minnesota cooperative corporation (“ LOL ”), as initial Servicer (“ Servicer ”), COBANK, ACB, a federally chartered instrumentality of the United States (“ CoBank ”), and any other Persons that may, from time to time, be party hereto as Purchasers (each, a “ Purchaser ”), and CoBank as administrator for the Purchasers (in such capacity, “ Administrator ”). Unless otherwise indicated, capitalized terms used in this Agreement are defined in, and interpretive rules that apply are contained in, Appendix A .

RECITALS

     1. Seller is a limited-purpose, bankruptcy-remote Delaware limited liability company formed by Land O’Lakes Purina Feed LLC (“ Feed ”), for the purpose of purchasing, and accepting contributions of, Receivables and Related Rights (as defined in the Purchase and Sale Agreement) originated by Feed and the other Originators in the ordinary course of their respective businesses. Feed owns one hundred percent (100%) of the outstanding equity of Seller.

     2. Seller, Feed, formerly as “Servicer”, CoBank, in its capacity as administrator, and the various other purchasers from time to time party thereto, are parties to the Amended and Restated Receivables Purchase Agreement dated as of March 31, 2004 (as heretofore amended, supplemented or otherwise modified, the “ Existing Receivables Purchase Agreement ”).

     3. The parties hereto desire to amend and restate the Existing Receivables Purchase Agreement on the terms and conditions set forth herein.

     4. Seller has, and expects to have, Pool Receivables in which Seller intends to sell an undivided interest. Seller has requested that the Purchasers, and each Purchaser has agreed that it shall, subject to and upon the terms and conditions contained in this Agreement, engage in purchases of their respective Pro Rata Shares of such undivided interest, referred to herein as the Receivable Interest, from Seller from time to time during the term of this Agreement.

     5. Seller and the Purchasers also desire that, subject to the terms and conditions of this Agreement, certain of the daily Collections in respect of the Receivable Interest be reinvested in Pool Receivables, which reinvestment shall constitute part of the Receivable Interest.

     6. LOL has been requested, and is willing, to act as initial Servicer.

  -2-

     7. CoBank has been requested, and is willing, to act as Administrator.

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

ARTICLE I. PURCHASES AND REINVESTMENTS

      SECTION 1.1. Agreement to Purchase; Limits on Purchasers’ Obligations . Subject to and upon the terms and conditions of this Agreement, from time to time prior to the Termination Date, (a) Seller may request that each Purchaser, ratably in accordance with such Purchaser’s Pro Rata Share, purchase from Seller an undivided ownership interest in the Pool Assets specified in each applicable Purchase Notice and (b) each Purchaser severally agrees to purchase its respective Pro Rata Share of such undivided ownership interest in the Pool Assets (each being a “ Purchase ”); provided that no Purchase shall be funded by the Purchasers if, after giving effect thereto, either (y) the then Capital would exceed an amount equal to $200,000,000, as such amount may be decreased from time to time as provided in Section 1.5 or increased from time to time pursuant to Section 1.6 (the “ Facility Limit ”), or (z) the Receivable Interest would exceed 100% (the “ Allocation Limit ”); and provided further that each Purchase made pursuant to this Section 1.1 shall require a funding of Capital of at least $1,000,000.

      SECTION 1.2. Purchase Procedures; Assignment of Purchasers’ Interests .

     (a)  Notice of Purchase . Each Purchase from Seller shall be made by the Purchasers upon notice from Seller to the Administrator received by the Administrator not later than 2:00 P.M. (Denver, Colorado time) on the Business Day next preceding the Business Day of such proposed Purchase (the “ Purchase Date ”). Each such notice of a proposed Purchase shall be substantially in the form of Exhibit 1.2(a) (each a “ Purchase Notice ”), and shall specify the desired amount of, and Purchase Date for, such Purchase; provided , that Seller may give only one (1) Purchase Notice during any 7-day period, and such Purchase Notice must specify a Purchase amount of at least $1,000,000, or an integral multiple of $100,000 in excess thereof.

     (b)  Funding of Purchases . On each Purchase Date, each Purchaser shall, upon satisfaction of the applicable conditions set forth in Article V , fund such Purchase by making the full amount of its Pro Rata Share of such Purchase available to Administrator at Administrator’s Office in immediately available funds, and after receipt by Administrator of such funds, Administrator will make such funds immediately available to Seller at such office.

     (c)  Sale of Receivable Interest . In consideration of the Capital funded by each Purchaser on each Purchase Date, Seller hereby sells, assigns and transfers to Administrator, for the ratable benefit of the Purchasers, the Receivable Interest.

      SECTION 1.3. Reinvestments of Certain Collections; Payment of Remaining Collections .

     (a) On the close of business on each Business Day during the period from the date hereof until the Termination Date, Servicer shall, out of all Collections received on such day:

     (i) determine the portion of Collections attributable on such day to the Receivable Interest by multiplying (A) the amount of all Collections received on such day, times (B) the Receivable Interest;

     (ii) out of the portion of Collections allocated to the Receivable Interest pursuant to clause (a)(i), (A) if a Termination Event shall have occurred and be continuing, set aside and deposit into the Administrator’s Account in trust for the Purchasers or (B) in all other cases, otherwise provide that the Servicer will have available to it on the next Settlement Date or as required by Section 3.1(e), an amount equal to the sum of the estimated amount of Yield accrued and unpaid in respect of the Capital (based on rate information provided by the Administrator pursuant to Section 2.4 ), the accrued Fees, all other amounts due to the Purchasers, Administrator, the Affected Parties or the Indemnified Parties hereunder (other than the Capital) and the Purchasers’ Share of the Servicer’s Fee (in each case, accrued through such day) and not so previously set aside and deposited into the Administrator’s Account or its availability on the next Settlement Date provided for (it being understood that for so long as no Termination Event is then continuing, Seller may utilize funds to pay down notes owing to the Originators or invest funds with Land O’Lakes, Inc.);

     (iii) apply the Collections allocated to the Receivable Interest pursuant to clause (a)(i), and not set aside for its availability provided for pursuant to clause (ii), to the purchase from Seller of ownership interests in Pool Assets (each such purchase being a “ Reinvestment ”); provided that (A) if the Excess Amount exceeds zero, then Servicer shall not reinvest, but shall set aside and deposit into the Administrator’s Account for the benefit of the Purchasers, a portion of such Collections which, together with other Collections previously set aside and then so held, shall equal the Excess Amount; and (B) if the conditions precedent to Reinvestment in Section 5.2 are not satisfied, then Servicer shall not reinvest any of such Collections;

     (iv) pay to Seller (A) the portion of Collections not allocated to the Receivable Interest pursuant to clause (i), less the Seller’s Share of the Servicer’s Fee, (B) the amounts, if any, to be made available to the Servicer on the next Settlement Date pursuant to clause (ii)(B) and (C) the Collections applied to Reinvestment pursuant to clause (iii); and

     (v) out of the portion of Collections not allocated to the Receivable Interest pursuant to clause (i), pay to the Servicer the Seller’s Share of the Servicer’s Fee accrued through such day.

     (b)  Unreinvested and Undistributed Collections . Servicer shall set aside and deposit into the Administrator’s Account in trust for the benefit of the Purchasers all Collections allocated to the Receivables Interest which pursuant to clause (iii) of Section 1.3(a) may not be reinvested in Pool Assets. If, prior to the date when such Collections are required to be paid to the Administrator pursuant to Section 3.1 , the amount of Collections set aside pursuant to clause (iii) of Section 1.3(a) exceeds the Excess Amount, if any, and the conditions precedent to Reinvestment set forth in Section 5.2 are satisfied, then the Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) to the making of a Reinvestment. Seller may, in its sole discretion, at any time, sell or transfer Receivables it identifies and determines to so sell or transfer for a sale or transfer price not less than the fair market value of such Receivables at such time.

      SECTION 1.4. Receivable Interest .

     (a)  Components of Receivable Interest . On any date, the Receivable Interest will represent the Purchasers’ combined undivided percentage ownership interest in (i) all then-outstanding Pool Receivables, (ii) all Related Security and Related Rights with respect to such Pool Receivables, (iii) all of Seller’s right and claims under the Purchase and Sale Agreement, (iv) all Collections with respect to, and other proceeds of, the foregoing as at such date, (v) all lockboxes and lockbox or collection accounts into which Collections of Pool Receivables are or may be deposited, and all investments therein, and (vi) all books and records (including computer disks, tapes and software) evidencing or relating to any of the foregoing, in each case, whether now owned by Seller or hereafter acquired or arising, and wherever located (all of the foregoing, collectively referred to as “ Pool Assets ”).

     (b)  Computation of Receivable Interest . On any date, the “ Receivable Interest ” will be equal to a percentage, expressed as the following fraction:

C + RR
NPB

where:

		C		=		the then Capital;
		RR		=		the then Required Reserves; and
		NPB		=		the then Net Pool Balance;

provided , however , that during the period from and after the Termination Date but prior to the Final Payout Date, the Receivable Interest will be one hundred (100%), and that from and after the Final Payout Date the Receivable Interest will be zero percent (0%).

     (c)  Frequency of Computation . The Receivable Interest shall be computed as of the Cut-Off Date immediately preceding each Settlement Period. In addition, the Administrator may require Servicer to provide a report in such form as may be designated by the Administrator for purposes of computing the Receivable Interest as of any other date, and the Servicer agrees to do so within two (2) Business Days after its receipt of the Administrator’s request.

      SECTION 1.5. Voluntary Termination or Reduction of Facility Limit . Seller may, upon at least thirty (30) days’ prior written notice to the Administrator or, at any time following LOL’s receipt of a Successor Notice, immediately upon written notice to the Administrator, terminate in whole or reduce in part the unused portion of the Facility Limit; provided , that each partial reduction at the Facility Limit shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof.

      SECTION 1.6. Facility Limit Increases.

     (a) Notwithstanding anything to the contrary contained in this Agreement, Seller may request from time to time that the Facility Limit be increased (a “ Facility Limit Increase ”); provided that (i) the aggregate amount of all Facility Limit Increases shall not exceed $50,000,000, (ii) a Facility Limit Increase may occur not more than twice during the term of this Agreement, (iii) the first Facility Limit Increase shall be in an amount not less than $25,000,000; and (iv) the second Facility Limit Increase shall be in an amount that is the lesser of (A) $25,000,000 and (B) $50,000,000 less the amount of the first Facility Limit Increase as provided in clause (iii). The Seller may (y) request one or more of the Purchasers to fund Purchases in the amount of the requested increase (which request shall be in writing and sent to the Administrator to forward to such Purchasers) and/or (z) with the consent of the Administrator (which consent of the Administrator shall not be unreasonably withheld or delayed), arrange for one or more banks or financial institutions not a party hereto (a “ New Purchaser ”) to become parties to and Purchasers under this Agreement. In no event may the amount of Purchases funded by any Purchaser be increased without the prior written consent of such Purchaser. The failure of any Purchaser to respond to Seller’s request for an increase shall be deemed a rejection by such Purchaser of Seller’s request. The Facility Limit may not be increased if, at the time of any proposed increase hereunder, an Unmatured Termination Event or a Termination Event has occurred and is continuing. Upon any request by Seller to increase the Facility Limit, Seller shall be deemed to have represented and warranted on and as of the date of such request that no Unmatured Termination Event or Termination Event has occurred and is continuing.

     (b) If any Purchaser is willing, in its sole and absolute discretion, to increase the amount of Purchases funded by such Purchaser hereunder (such Purchaser hereinafter referred to as an “ Increasing Purchaser ”), it shall enter into a written agreement to that effect with the Seller, the Servicer and the Administrator, substantially in the form of Exhibit 1.6(b) (a “ Purchase Increase Supplement ”), which agreement shall specify, among other things, the amount of additional Purchases to be funded by Increasing Purchaser. Upon the effectiveness of such Purchase Increase Supplement, Schedule 1 shall, without further action, be deemed to have been amended appropriately to reflect the commitment of such Increasing Purchaser to make additional Purchases as set forth in the Purchase Increase Supplement and the resulting Pro Rata Share of each Purchaser.

     (c) Any New Purchaser that is willing to become a party hereto and a Purchaser hereunder (and which arrangement to become a party hereto and a Purchaser hereunder has been consented to by the Administrator pursuant to Section 1.6(a) ) shall enter into a written agreement with the Seller, the Servicer and the Administrator, substantially in the form of Exhibit 1.6(c) (a “ New Purchaser Supplement ”), which agreement shall specify, among other things, the amount of Purchases to be funded by such New Purchaser hereunder. When such New Purchaser becomes a Purchaser hereunder as set forth in the New Purchaser Supplement, Schedule 1 shall, without further action, be deemed to have been amended as appropriate to reflect the commitment of such New Purchaser to make Purchases as set forth in the New Purchaser Supplement and the resulting Pro Rata Share of each Purchaser. Upon the execution by the Administrator, the Seller and such New Purchaser of such New Purchaser Supplement, such New Purchaser shall become and be deemed a party hereto and a “Purchaser” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Purchaser set forth in this Agreement, and its commitment to fund Purchases shall be in the amount specified in its New Purchaser Supplement.

     (d) Upon the effectiveness of the increase in a Purchaser’s commitment to fund Purchasers pursuant to paragraph (b) above or the commitment of a New Purchaser to fund Purchases pursuant to paragraph (c) above and execution by an Increasing Purchaser of a Purchase Increase Supplement or by a New Purchaser of a New Purchase Supplement, Purchases shall be funded by such Increasing Purchaser or New Purchaser, and/or the Servicer shall make payments from Collections that would otherwise be reinvested pursuant to Section 1.3(a) (notwithstanding the settlement procedures set forth in Section 3.1(c) ) to the Administrator, for the account of the Purchasers, as shall be required to cause the amount of Purchases funded by each Purchaser (including each such Increasing Purchaser and New Purchaser) to be proportional to such Purchaser’s Pro Rata Share after giving effect to the increases contemplated by this Section 1.6 .

ARTICLE II. COMPUTATIONAL RULES

      SECTION 2.1. Computation of Capital . In making any determination of Capital, the following rules shall apply:

     (a) Capital shall not be considered reduced by any allocation, setting aside or distribution of any portion of Collections unless such Collections shall have been actually delivered to the Administrator, for the benefit of the Purchasers, pursuant hereto for application to the Capital; and

     (b) Capital shall not be considered reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or must otherwise be returned for any reason.

      SECTION 2.2. Computation of Concentration Limit . Except as otherwise consented to in writing in the sole reasonable discretion of the Administrator and the Required Purchasers, in the case of any Obligor that is an Affiliate of any other Obligor, the Concentration Limit and the aggregate Unpaid Balance of Pool Receivables of such Obligors shall be calculated as if such Obligors were one Obligor.

      SECTION 2.3. Computation of Earned Discount .

     (a) Yield shall accrue on the outstanding Capital on each day during any Settlement Period at the applicable Yield Rate. On each Settlement Date, the Seller shall pay from Collections in accordance with Section 3.1 to the Administrator, for the account of the Purchasers in accordance with their respective Pro Rata Shares, an amount equal to the accrued and unpaid Yield with respect to the immediately preceding Settlement Period.

     (b) In making any determination of Yield, the following rules shall apply:

     (i) no provision of this Agreement shall require payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law (it being agreed that, if the Yield would be in excess of such maximum but for this provision, the amount of Yield shall be reduced to the greatest amount that does not exceed such maximum); and

     (ii) Yield for any period shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

      SECTION 2.4. Estimates of Earned Discount Rate, Fees, Etc . For purposes of determining the amounts required to be set aside by Servicer pursuant to Section 1.3 , the Administrator shall notify Servicer from time to time of the Yield Rate applicable to the Capital as elected by Seller and the rates at which Fees and other amounts are accruing hereunder. It is understood and agreed that (i) the Yield Rate may change from time to time, (ii) certain rate information provided by the Administrator to Servicer shall be based upon the Administrator’s good faith estimate, (iii) the amount of Yield actually accrued with respect to the Capital during any Settlement Period may exceed, or be less than, the amount set aside with respect thereto by Servicer, and (iv) the amount of Fees or other payables accrued hereunder with respect to any Settlement Period may exceed, or be less than, the amount set aside with respect thereto by Servicer. Failure to set aside any amount so accrued shall not relieve Servicer of its obligation to remit Collections to the Administrator with respect to such accrued amount, as and to the extent provided in Section 3.1 . In the event that prior to the commencement of any Settlement Period the Administrator shall determine that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate, then the Yield Rate for such Settlement Period shall be the Alternate Base Rate.

ARTICLE III. SETTLEMENTS

      SECTION 3.1. Purchase and Settlement Procedures . The parties hereto will take the following actions with respect to each Purchase Date and each Settlement Date:

     (a)  Servicer Report . Except as provided in the next sentence with respect to the initial Purchase hereunder, on or before the Business Day (each, a “ Reporting Date ”) preceding each Settlement Date, as the case may be, Servicer shall deliver to the Administrator a report containing the information described in Exhibit 3.1(a)-l (each, a “ Servicer Report ”). Notwithstanding the foregoing, for administrative convenience in connection with the initial Purchase hereunder, the initial Reporting Date shall be August 31, 2006, and the initial Purchase Date shall occur on September 7, 2006 (the “ Initial Purchase Date ”).

     (b)  Yield, Fees and Other Amounts Due . Five (5) Business Days after the end of each Settlement Period, the Administrator shall notify Servicer of (i) the amount of Yield that will have accrued in respect of the Capital as of the Settlement Date relating to such Settlement Period and (ii) all Fees and other amounts that will have accrued or otherwise have become payable (other than Capital) by Seller under this Agreement on the next Settlement Date.

     (c)  Settlement Date Procedures - Reinvestment Period . On each Settlement Date prior to the Termination Date, Servicer shall distribute from Collections set aside or applied (to the extent applied in violation of the proviso to Section 1.3(a)(iii)) pursuant to Sections 1.3(a)(i) through (iii) during the immediately preceding Settlement Period the following amounts in the following order:

(1) to the Administrator, for the account of the Purchasers in accordance with their respective Pro Rata Shares, an amount equal to the Yield accrued and unpaid during such Settlement Period, plus any previously accrued Yield not paid on a prior Settlement Date or pursuant to Section 3.1(e), which amount shall be distributed by the Administrator to the Purchasers for application to such Yield;

(2) to the Administrator, an amount equal to the Fees accrued during such Settlement Period, plus any previously accrued amounts described in this clause (2) not paid on a prior Settlement Date or pursuant to Section 3.1(e) , which amount shall be distributed by the Administrator to all Persons to whom payable;

(3) to the Servicer, an amount equal to the Purchasers’ Share of the Servicer’s Fee accrued during such Settlement Period, plus any previously accrued Purchasers’ Share of the Servicer’s Fee not paid on a prior Settlement Date or pursuant to Section 3.1(e) ;

(4) to the Administrator, all other amounts (other than Capital) then due under this Agreement or the other Transaction Documents to the Administrator, the Purchasers, the Affected Parties or the Indemnified Parties; and

(5) to the Administrator, for the account of the Purchasers in accordance with their respective Pro Rata Shares, an amount equal to the Excess Amount as of the Reporting Date, if any, which amount shall be distributed by the Administrator to the Purchasers for application to their respective Pro Rata Shares of the Capital.

On or as of any Purchase Date hereunder, the full amount of any such payments and/or distributions required to be made on the next succeeding Settlement Date (as computed by the Administrator in its reasonable judgment), shall, for purposes of any computations required pursuant to Section 5.2(b) for determining Seller’s eligibility to effect any Purchase hereunder on such Purchase Date, be given pro forma effect and be included in any such computations as if made prior to the Purchase reflected in the applicable Purchase Notice.

     (d)  Settlement Period Procedure - Termination Period . On each Business Day during the Termination Period, Servicer shall, immediately upon receipt or deemed receipt thereof, deposit in a Lockbox Account, all Collections received or deemed received pursuant to Section 3.2 on such Business Day and all Collections so received or deemed received during each Settlement Period during the Termination Period shall be distributed by the Servicer or the Administrator (to the extent that such funds are in its possession) on each Settlement Date in the following amounts and in the following order:

(1) to the Administrator, for the account of the Purchasers in accordance with their respective Pro Rata Shares, an amount equal to the Yield accrued during such Settlement Period, plus any previously accrued Yield not paid on a prior Settlement Date, which amount shall be distributed by the Administrator to the Purchasers for application to such Yield;

(2) to the Administrator, an amount equal to the Fees accrued during such Settlement Period, plus any previously accrued Fees not paid on a prior Settlement Date which amount shall be distributed by Servicer to all Persons to whom payable;

(3) to the Servicer, an amount equal to the Purchasers’ Share of the Servicer’s Fee accrued during such Settlement Period, plus any previously accrued Purchasers’ Share of the Servicer’s Fee not paid on a prior Settlement Date;

(4) to the Administrator, for the account of the Purchasers in accordance with their respective Pro Rata Shares, an amount equal to the remaining Purchasers’ Share of Collections, until the Capital is reduced to zero, which amount shall be distributed by the Administrator to the Purchasers for application to their respective Pro Rata Shares of the Capital;

(5) to the Administrator, all other amounts (other than Capital) then due under this Agreement and the other Transaction Documents to the Administrator, the Purchasers, the Affected Parties or the Indemnified Parties; and

(6) to the Seller, any remaining amounts.

     (e)  Delayed Payment . If on any day prior to the Termination Date, because Collections during the relevant Settlement Period were less than the aggregate amounts payable, Servicer does not make any payment otherwise required, the Servicer shall set aside and hold Collections in respect of the Receivable Interest until sufficient amounts have been collected to pay the shortfall and will on the next Business Day pay to the Administrator the amount of such shortfall and no Reinvestment shall be permitted hereunder until such amount payable has been paid in full.

      SECTION 3.2. Deemed Collections; Reduction of Capital, Etc .

     (a)  Deemed Collections . If on any day (any of the events or circumstances described in the succeeding clauses (i), (ii) or (iii) being referred to herein as a “ Deemed Collection ”):

     (i) a Dilution occurs or the Unpaid Balance of any Pool Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Servicer Report for any other reason; or

     (ii) any of the representations or warranties of Seller set forth in Section 6.1(k) or (o) with respect to any Pool Receivable were not true when made with respect to any Pool Receivable, or any of the representations or warranties of Seller set forth in Section 6.1(k) or (o) are no longer true with respect to any Pool Receivable; or

     (iii) without duplication, Seller receives a Deemed Collection pursuant to the Purchase and Sale Agreement; then, on such day, Seller shall be deemed to have received a Collection of such Pool Receivable:

     (xi) in the case of clause (a)(i) above, in the amount of such Dilution or the difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and

     (xii) in the case of clause (a)(ii) above, in the amount of the Unpaid Balance of such Pool Receivable; and

     (xiii) in the case of clause (a)(iii) above, in the amount of such Deemed Collection.

In the event that Seller has paid to the Administrator, for the account of the Purchasers, the Purchasers’ Share of the Unpaid Balance of any Receivable pursuant to this Section 3.2(a) , the Seller shall acquire the Purchasers’ interest in such Receivable and all Related Rights with respect thereto, without recourse, representation or warranty of any type or kind by the Purchaser.

     (b)  Seller’s Optional Reduction of Capital . Seller may at any time (but not more than once in any seven (7)-day period) elect to reduce the Capital as follows:

     (i) Seller shall give the Administrator at least two (2) Business Days’ prior written notice of such reduction (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, Servicer shall refrain from reinvesting Collections pursuant to Section 1.3 until the amount thereof not so reinvested shall equal the desired amount of reduction, and

     (iii) Servicer shall deposit such Collections into the Administrator’s Account in trust for the Purchasers, pending receipt by the Administrator of the full amount of such requested Capital reduction, whereupon such funds shall be applied to so reduce the Capital;

provided that,

     (A) the amount of any such reduction shall be not less than $1,000,000 or an integral multiple of $100,000 in excess thereof, and the Capital after giving effect to such reduction shall be not less than $15,000,000 (unless Capital shall thereby be reduced to zero); and

     (B) Seller shall use reasonable efforts to attempt to choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Settlement Period.

      SECTION 3.3. Payments and Computations, Etc .

     (a)  Payments . All amounts to be paid or deposited by Seller or Servicer to the Administrator or any other Person (other than to Seller or Servicer) hereunder (other than amounts payable under Section 4.2 ) shall be paid or deposited in accordance with the terms hereof no later than 2:00 P.M. (Denver, Colorado time) on the day when due (with written notice of such payment or deposit to be given to the Administrator by not later than 11:00 A.M.

(Denver, Colorado time) on such day) in lawful money of the United States of America in immediately available funds to the Administrator at ABA# 307088754, account # 00019975; Attention: Feed (the “ Administrator’s Account ”). Any and all payments by or on account of Seller hereunder or under any other Transaction Document shall be made free and clear of, and without deduction for, any taxes or other charges of any type or kind; provided that if Seller shall be required to deduct any taxes or other charges of any type or kind from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrator or Purchaser (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) Seller shall make such deductions and (iii) Seller shall pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

     (b)  Late Payments . Seller or Servicer, as applicable, shall, to the extent permitted by law, pay to the Purchasers or the Administrator, as the case may be, interest on all amounts not paid or deposited by it when such amount is due hereunder at the Default Rate, payable on demand, provided , however , that such interest shall not at any time exceed the maximum rate permitted by Applicable Law.

     (c)  Method of Computation . All computations of Yield, interest and any fees payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed.

ARTICLE IV. FEES AND YIELD PROTECTION

      SECTION 4.1. Fees . (a) Seller shall pay to the Administrator and the Purchasers the Fees in the amounts and at the times set forth in the fee letter, dated July 27, 2006, from the Administrator (as amended or supplemented from time to time, the “ Fee Letter ”).

     (b) During the period from and including the date hereof to the date on which the Termination Period begins, a commitment fee (a “ Commitment Fee ”) shall be payable to the Administrator for the account of Purchasers in accordance with their respective Pro Rata Shares, payable monthly in arrears on each Settlement Date and computed at the rate of .200% per annum (20 basis points) on the average amount of the difference between the Facility Limit and the amount of Capital during each Settlement Period ending prior to the Settlement Date on which the Commitment Fee is paid, commencing on the first such Settlement Date to occur after the date hereof.

      SECTION 4.2. Yield Protection .

     (a)    If (i) Regulation D or (ii) any Regulatory Change occurring after the date hereof:

     (A) shall subject an Affected Party or any of their interests to any tax, duty or other charge with respect to any Receivable Interest owned by or funded by it, or any obligations or right to make Purchases or Reinvestments or to provide funding therefor, or shall change the basis of taxation of payments to the Affected Party of any Capital or Yield owned by, owed to or funded in whole or

in part by it or any other amounts due under this Agreement in respect of the Receivable Interest owned by or funded by it or its obligations or rights, if any, to make Purchases or Reinvestments or to provide funding therefor (except for franchise taxes or changes in the rate of tax on the overall net income of such Affected Party); or

     (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Federal Reserve Board, special deposit, compulsory loan or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of any Affected Party, or credit extended by any Affected Party, but excluding any reserve, special deposit or similar requirement included in the determination of Yield; or

     (C) shall change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or

     (D) shall impose any other condition affecting any Receivable Interest owned or funded in whole or in part by any Affected Party, or its obligations or rights, if any, to make Purchases or Reinvestments or to provide funding therefor; or

     (E) shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses, deposit insurance premiums or similar charges;

and the result of any of the foregoing is;

	(x)		to increase the cost to or to impose a cost on an Affected Party funding or making or maintaining any Purchases or Reinvestments, any purchases, reinvestments, or loans or other extensions of credit under any Transaction Document, or any commitment of such Affected Party with respect to any of the foregoing;
	(y)		to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, or under any Transaction Document; or
	(z)		to reduce the rate of return on the capital of an Affected Party as a consequence of its obligations hereunder or under any Transaction Document or arising in connection herewith to a level below that which such Affected Party could otherwise have achieved;

then within thirty (30) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for, calculation of, and amount of such additional costs or reduced amount receivable; provided , however , that no Affected Party shall be required to disclose any confidential or tax planning information in any such statement), Seller shall pay directly to such Affected Party such additional amount or amounts as such Affected Party reasonably determines will compensate such Affected Party for such additional or increased cost or such reduction, but without duplication of any other similar additional amounts due under any other Transaction Document.

     (b) Each Affected Party will use reasonable efforts to notify Seller and the Administrator as soon as practicable after knowledge of the occurrence of any event of which it has knowledge which will entitle such Affected Party to compensation pursuant to this Section 4.2 ; provided however , that no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation and provided further , that no Affected Party shall be entitled to such compensation retroactively for a period of more than ninety (90) days prior to the date of such notice.

     (c) In determining any amount provided for or referred to in this Section 4.2 , an Affected Party may use any reasonable averaging and attribution methods that it shall deem applicable. Any Affected Party when making a claim under this Section 4.2 shall submit to Seller a statement as to such increased cost or reduced return (including a calculation thereof in reasonable detail), which statement shall, in the absence of demonstrable error, be conclusive and binding upon Seller.

      SECTION 4.3. Funding Losses . In the event that any Affected Party shall incur any loss or expense (including any LIBOR Rate breakage costs or any other loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make or maintain any funding with respect to the Receivable Interest) as a result of (i) any settlement with respect to any portion of Capital funded by such Affected Party being made on any day other than the scheduled last business day of an applicable Settlement Period with respect thereto, or (ii) any Purchase not being made in accordance with a request therefor under Section 1.2 , then, immediately upon demand from the Administrator to Seller, Seller shall pay to the Administrator for the account of such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of demonstrable error, be conclusive and binding upon the Seller.

      SECTION 4.4. Prepayments . In the event the Seller desires to reduce the amount of Capital outstanding on a date other than a Settlement Date other than as provided in Section 3.2(b) , the Seller may deliver the amount of such Capital to the Administrator, and the Administrator agrees to invest the amount of such Capital as directed by the Seller for the period between the date of such prepayment and the next succeeding Settlement Date. On the next succeeding Settlement Date, interest and other amounts, if any, earned on the amount of Capital so invested at the direction of the Seller will be credited toward any amounts due from the Seller on such next succeeding Settlement Date. Notwithstanding the terms of this Section 4.4 , the Seller shall remain liable (on the next succeeding Settlement Date) for the amount, if any, by which the Yield accruing on the outstanding Capital through the next succeeding Settlement Date exceeds the amount, if any, of interest and other amounts earned upon investment of such prepaid amounts by the Administrator (at the direction of the Seller) as aforesaid.

ARTICLE V. CONDITIONS TO PURCHASES

      SECTION 5.1. Conditions Precedent to Initial Purchase and Effectiveness . Each of the initial Purchase hereunder and the effectiveness of this Agreement is subject to the condition precedent that the Administrator shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the Administrator:

     (a) Good standing (and foreign qualification, as applicable) certificates for each Originator and Seller issued by the Secretaries of State of the jurisdictions of their incorporation or formation and their respective principal places of business;

     (b) A certificate of the Secretaries of LOL and Seller in form and substance reasonably satisfactory to the Administrator certifying (i) a copy of the resolutions of its Board of Directors or Board of Managers, as applicable, approving this Agreement and the other Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrator and the Purchasers may conclusively rely until such time as the Administrator shall receive from LOL or Seller, as the case may be, a revised certificate meeting the requirements of this subsection (b) ); (iii) a copy of its by-laws, operating agreement or equivalent organizational document(s); and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents;

     (c) The Certificate of Formation of Seller and the Certificate of Incorporation of LOL, duly certified by the Secretary of State of the jurisdiction of its formation, as of a recent date reasonably acceptable to Administrator;

     (d) A search report provided in writing to and approved by the Administrator, which approval shall not be unreasonably withheld or delayed, listing all effective financing statements that name any Originator or Seller as debtor or assignor and that are filed in the jurisdictions in which filings of financing statements were made pursuant to the Existing Receivables Purchase Agreement and in such other jurisdictions that Administrator shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Assets, unless executed termination statements and/or partial releases with respect thereto have been delivered to the Administrator), and tax and judgment lien search reports from a Person reasonably satisfactory to Servicer and the Administrator showing no evidence of such liens filed against any Originator or Seller;

     (e) A certificate of an officer of Seller identifying and affirming that all of the Lockbox Agreements with the Lockbox Banks that were executed in connection with the Existing Receivables Purchase Agreement, as well as any additional Lockbox Agreements with Lockbox Banks that have been executed since the execution of the Existing Receivables Purchase Agreement pursuant to Section 7.3(d) thereof, remain in full force and effect and attaching certified copies of each such Lockbox Agreement;

     (f) Favorable opinions of (i) in-house counsel to each of Servicer and Seller as to corporate authority and (ii) Faegre & Benson LLP, special counsel to each of the Originators and Seller as to all other legal matters, in form and substance reasonably satisfactory to the Administrator and its counsel;

     (g) Evidence of payment by the Seller of all accrued and unpaid Fees (including those contemplated by the Fee Letter), all of the costs and expenses of this transaction accrued or received prior to the date hereof, including, without limitation, attorneys’ fees of the Administrator, plus such additional amounts of attorneys’ fees as shall constitute the Administrator’s reasonable estimate of attorneys’ fees incurred or to be incurred by it through the closing proceedings, including any such costs, fees and expenses payable in accordance with Section 14.5 as well as any similar accrued and unpaid amounts pursuant to the Existing Receivables Purchase Agreement;

     (h) An amendment to the Purchase and Sale Agreement, duly executed by the Originators and Seller, and a copy of all documents required to be delivered thereunder; and

     (i) Such other documents, certificates or opinions as the Administrator may reasonably request.

      SECTION 5.2. Conditions Precedent to All Purchases and Reinvestments . Each Purchase (including the initial Purchase) and each Reinvestment hereunder, shall be subject to the further conditions precedent that:

     (a) in the case of each Purchase, the Servicer shall have delivered to the Administrator on or prior to such Purchase, in form and substance satisfactory to the Administrator, a completed Servicer Report with respect to the immediately preceding calendar month, dated within two (2) Business Days prior to the date of such Purchase, together with such additional information as may be reasonably requested by the Administrator;

     (b) on the date of such Purchase or Reinvestment the following statements shall be true (and Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment shall be deemed to have certified that):

     (i) each of the representations and warranties contained in Article VI (including, without limitation, all representations and warranties incorporated by reference herein and made a part hereof pursuant to Section 6.3(a) ), are true and correct in all material respects as though made on and as of such date and shall be deemed to have been made on such date (except that any such representation or warranty, which, by its express terms, relates exclusively to an earlier date, shall be true and correct in all material respects as of such earlier date);

     (ii) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Termination Event or Unmatured Termination Event;

     (iii) after giving effect to each proposed Purchase or Reinvestment, Capital will not exceed the Facility Limit and the Receivable Interest will not exceed the Allocation Limit; and

     (iv) the Termination Date shall not have occurred.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

      SECTION 6.1. Representations and Warranties of Seller . Seller represents and warrants as follows:

     (a)  Organization and Good Standing . Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Pool Assets.

     (b)  Due Qualification . Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals, in all other jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals, and except where the failure to so qualify or have such licenses or approvals has not had, and could not reasonably be expected to have, a Material Adverse Effect.

     (c)  Power and Authority; Due Authorization . Seller (i) has all necessary power, authority and legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) carry out the terms of the Transaction Documents to which it is a party, and (C) sell and assign the Receivable Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary organizational action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale and assignment of the Receivable Interest on the terms and conditions herein provided.

     (d)  Valid Transfer; Binding Obligations . This Agreement constitutes a valid transfer and assignment of the Receivable Interest to the Administrator, for the benefit of Purchaser, enforceable against creditors of, and purchasers from, Seller; and this Agreement constitutes, and each other Transaction Document to be signed by Seller when duly executed and delivered will constitute, a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except, in all cases, as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

     (e)  No Violation . The consummation by Seller of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Seller’s certificate of formation or limited liability company agreement or any Contractual Obligation of Seller, (ii) result in the creation or imposition of any Lien upon any of Seller’s properties pursuant to the terms of any such Contractual Obligation, other than this Agreement and the Purchase and Sale Agreement, or (iii) violate any Applicable Law as then in effect.

     (f)  No Proceedings . There is no litigation, proceeding or investigation pending or, to the best of Seller’s knowledge, threatened, before any Governmental Authority or arbitrator (i) asserting the invalidity of this Agreement or any other Transaction Document to which Seller is a party, (ii) seeking to prevent the sale and assignment of the Receivable Interest or the consummation of any of the other transactions contemplated by this Agreement or any other Transaction Document, or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

     (g)  Bulk Sales Act . No transaction contemplated hereby requires compliance with any bulk sales act or similar law.

     (h)  Government Approvals . No Governmental Action is required for the due execution, delivery and performance by Seller of this Agreement or any other Transaction Document to which Seller is a party, except for the filing of the UCC financing statements referred to in the Existing Receivables Purchase Agreement, all of which were, at the time required in the Existing Receivables Purchase Agreement, duly made and remain in full force and effect.

     (i)  Financial Condition . Since the date of Seller’s formation, there has been no material adverse change in Seller’s financial condition, business, assets or operations.

     (j)  Margin Regulations . The use of all funds obtained by Seller under this Agreement will not conflict with or contravene any of Regulations T and X promulgated by the Board of Governors of the Federal Reserve System from time to time.

     (k)  Quality of Title . Each Pool Asset is legally and beneficially owned by Seller free and clear of any Lien (other than any Lien arising solely as the result of any action taken by the Purchasers or the Administrator); when the Purchasers make a Purchase or Reinvestment, the Administrator shall have acquired, for the benefit of the Purchasers, a valid and enforceable perfected first-priority undivided percentage ownership interest to the extent of the Receivable Interest in each Pool Asset, free and clear of any Lien (other than any Lien arising solely as the result of any action taken by the Purchasers or the Administrator), enforceable against any creditor of, or purchaser from, Seller or any Originator; and no financing statement or other instrument similar in effect covering any Pool Asset is on file in any recording office except such as may be filed (i) in favor of an Originator in accordance with the Contracts, (ii) in favor of Seller in accordance with the Purchase and Sale Agreement, or (iii) in favor of the Purchasers or the Administrator in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Purchasers or the Administrator.

     (l)  Accurate Reports . No Servicer Report, Monthly Report or other information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of Seller to the Administrator or the Purchasers in connection with this Agreement or any Transaction Document was or will be inaccurate in any material respect as of the date it was or will be dated or (except as otherwise disclosed to the Administrator at such time) as of the date so furnished, or contained or will contain any material misstatement of fact or omitted or will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading.

     (m)  Offices . The principal place of business and chief executive office of Seller are located at the address of Seller referred to in Section 14.2 , and the offices at which Seller keeps all its books, records and documents evidencing or relating to Pool Receivables are located at the addresses specified in Schedule 6.1(m) (or at such other locations, notified to the Administrator in accordance with Section 7.1(f) , in jurisdictions where all action required by Section 8.5 has been taken and completed).

     (n)  Lockbox Accounts . The names and addresses of all the Lockbox Banks, together with the account numbers of the Lockbox Accounts of Seller at such Lockbox Banks, are specified in Schedule 6.1(n) (or have been notified to the Administrator in accordance with Section 7.3(d) ).

     (o)  Eligible Receivables . Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any Purchase, Reinvestment or other calculation of Net Pool Balance shall be an Eligible Receivable on such date.

     (p)  Accounting Sale . The Seller has accounted for each sale of undivided percentage ownership interests in Receivables in its books and financial statements as sales, consistent with GAAP.

     (q)  Credit and Collection Policies . The Seller has complied in all material respects with the applicable Credit and Collection Policy with regard to each Receivable.

     (r)  Legal Name . The Seller’s complete legal name is set forth in the preamble to this Agreement, and the Seller does not use, and has not during the last six (6) years used, any other corporate name, trade name, doing business name or fictitious name.

      SECTION 6.2. Representations and Warranties of Servicer . Servicer hereby represents and warrants as follows:

     (a)  Organization and Good Standing . Servicer has been duly organized and is validly existing as a cooperative corporation in good standing under the laws of the State of Minnesota, with full power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.

     (b)  Due Qualification . Servicer is duly qualified to do business as a foreign cooperative corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals, except where the failure to so qualify or have such licenses or approvals has not had, and could not reasonably be expected to have, a Material Adverse Effect.

     (c)  Power and Authority; Due Authorization . Servicer (i) has all necessary power, authority and legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of the Transaction Documents to which it is a party and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

     (d)  Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by Servicer when duly executed and delivered will constitute, a legal, valid and binding obligation of Servicer, enforceable against Servicer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

     (e)  No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which Servicer is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under Servicer’s charter, by-laws or any other organizational document or any Contractual Obligation of Servicer, (ii) result in the creation or imposition of any Lien upon any of Servicer’s properties pursuant to the terms of any such Contractual Obligation (other than any Lien created pursuant to the Transaction Documents), or (iii) violate any Applicable Law as then in effect.

     (f)  No Proceedings . There is no litigation, proceeding or investigation pending or, to the best of Servicer’s knowledge, threatened, before any Governmental Authority or arbitrator (i) asserting the invalidity of this Agreement or any other Transaction Document to which Servicer is a party, (ii) seeking to prevent the sale and assignment of the Receivable Interest or the consummation of any of the other transactions contemplated by this Agreement or any other Transaction Document, or (iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.

     (g)  Government Approvals . No Governmental Action is required for the due execution, delivery and performance by Servicer of this Agreement or any other Transaction Document to which it is a party, other than the filing of the UCC financing statements referred to in the Existing Receivables Purchase Agreement, and all filings, if any, necessary to comply with the Hart-Scott-Rodino Antitrust Act, all of which, at the time required in the Existing Receivables Purchase Agreement, were duly made and remain in full force and effect.

     (h)  Accurate Reports . No Servicer Report, no Monthly Report or other information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of Servicer to the Administrator or the Purchasers in connection with this Agreement or any Transaction Document was or will be inaccurate in any material respect as of the date it was or will be dated or (except as otherwise disclosed to the Administrator at such time) as of the date so furnished, or contained or will contain any material misstatement of fact or omitted or will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading.

ARTICLE VII. GENERAL COVENANTS

      SECTION 7.1. Affirmative Covenants . From the date hereof until the Final Payout Date:

     (a)  Compliance with Laws, Etc . Each of Seller and Servicer will comply in all material respects with all Applicable Laws, including those with respect to the Pool Receivables and the related Contracts, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

     (b)  Preservation of Legal Existence . Each of Seller and Servicer will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign limited liability company, corporation, or other business entity, as the case may be, in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

     (c)  Audits . (i) Each of Seller and Servicer will at any time and from time to time during regular business hours, on at least five (5) Business Day’s prior notice unless a Termination Event shall have occurred and be continuing, permit the Administrator or any of its agents or representatives, (A) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in its possession or under its control relating to Pool Assets, (B) to visit its offices and properties for the purpose of examining such materials described in clause (i)(A) above, and to discuss matters relating to Pool Assets or its performance hereunder with any of its officers or employees having knowledge of such matters, and (C) to verify with officers and employees of Servicer, or directly with any Obligors (but only with a representative of the Servicer present unless a Termination Event shall have occurred and be continuing), the existence and amount of the Receivables; and (ii) without limiting the provisions of clause (i) above, from time to time on request of Administrator on at least five (5) Business Days prior notice, unless a Termination Event shall have occurred and be continuing, permit certified public accountants or other auditors acceptable to the Administrator to conduct, at the expense of Seller or Servicer, as the case may be, a review of its books and records with respect to the Pool Receivables; provided , however that unless a Termination Event has occurred and is continuing, Seller and/or Servicer shall not be obligated to pay for more than two (2) such audits in any calendar year.

     (d)  Keeping of Records and Books of Account . Each of Seller and Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Assets (including, without limitation, records adequate to permit the daily identification of each new Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

     (e)  Performance and Compliance with Receivables and Contracts . Seller will, at its expense, timely and fully perform and comply with (or cause an Originator to perform and comply with pursuant to the Purchase and Sale Agreement) all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables and all other agreements related to such Pool Receivables, except where failure to do so would not materially and adversely affect the validity, enforceability or collectibility of the related Pool Receivable.

     (f)  Location of Records . Each of Seller and Servicer will keep its principal place of business and chief executive office, and the offices where it keeps its records concerning the Pool Receivables and all related Contracts and all other agreements related to such Pool Receivables (and all original documents relating thereto), at its addresses referred to in Section 14.2 or, upon thirty (30) days’ prior written notice to the Administrator, at such other locations in jurisdictions where all action required by Section 8.5 shall have been taken and completed.

     (g)  Credit and Collection Policies . Attached as Schedule 7.1(g) are the Credit and Collection Policies for each of the Originators. Each of Seller and Servicer, at its own expense, will at all times timely and fully perform and comply in all material respects with, and LOL agrees to so perform and comply with, each applicable Credit and Collection Policy in regard to each Pool Receivable and the related Contracts.

     (h)  Collections . Each of Seller and Servicer will (i) instruct (A) all Obligors to cause all Collections (which, for the avoidance of doubt, shall exclude any collections in respect of any Reconveyed Receivable, retail receivable or other receivable of Seller, any Originator or any other Person not included in the Receivable Pool) to be sent to either a Lockbox or Lockbox Account that is the subject of a Lockbox Agreement, unless otherwise requested by the Administrator pursuant to Section 8.3(c)(ii) , in which case the Obligors shall be instructed consistent with such request, and (B) each Lockbox Bank or lockbox bank to deposit all such Collections directly into a Lockbox Account that is the subject of a Lockbox Agreement. In the event that Seller or Servicer receives Collections directly from any Obligor, Seller or Servicer, as the case may be, shall deposit such Collections in the form received into either the Collection Account or a Lockbox Account within two (2) Business Days after receipt thereof or, on or after the Termination Date, immediately upon receipt.

     (i)  Quality of Title . Each of Seller and Servicer will take all action necessary or desirable to establish and maintain a valid and enforceable perfected first-priority undivided percentage ownership interest in favor of the Administrator, for the benefit of the Purchasers, to the extent of the Receivable Interest in each Pool Asset, free and clear of any Lien (other than any Lien arising solely as a result of any action taken by the Purchasers or the Administrator), enforceable against any creditor of, or purchaser from, Seller or any Originator.

     (j)  Bank Equity Interests. (i) Each of Seller and Servicer agrees to purchase such equity interests in CoBank (“ Bank Equity Interests ”) as CoBank may from time to time require in accordance with its bylaws and capital plans as applicable to cooperative borrowers generally. In connection with the foregoing, each of Seller and Servicer hereby acknowledges receipt, prior to the execution of this Agreement, of the following with respect to CoBank:

     (A) the bylaws of CoBank;

     (B) a written description of the terms and conditions under which the Bank Equity Interests are issued; and

     (C) the most recent annual report, and if more recent than the latest annual report, the latest quarterly report.

     (ii) CoBank reserves the right to sell participations and to make assignments of its rights and duties hereunder in accordance with the provisions of Article XII on a non-patronage basis. For the avoidance of doubt, none of the Purchasers (other than CoBank) will have the benefit of or any rights in any Bank Equity Interests or proceeds thereof.

      SECTION 7.2. Reporting Requirements . From the date hereof until the Final Payout Date:

     (a)  Monthly Reports . Not later than Noon (Denver, Colorado time) on the 20 ^th day of each month (or, if such is not a Business Day, on the next succeeding Business Day), Servicer will furnish to the Administrator a report (a “ Monthly Report ”), duly certified by the principal financial officers of Seller and Servicer, with respect to the immediately preceding month then ended in the form of, and addressing the matters contained in, Exhibit 7.2(a) hereto;

     (b)  Quarterly Financial Statements . As soon as available and, in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year, Seller will furnish to the Administrator copies of (i) its financial statements, consisting of at least a balance sheet as at the close of such quarter and statements of earnings for such quarter and for the period from the beginning of the fiscal year to the close of such quarter, in each case in conformity with GAAP (except for footnote disclosures), duly certified by the principal financial officer of Seller and (ii) if not otherwise delivered to the Administrator pursuant to the Purchase and Sale Agreement, the financial statements of LOL and its Subsidiaries prepared on a consolidated basis, consisting of at least a balance sheet as at the close of such quarter and statements of earnings for such quarter and for the period from the beginning of the fiscal year to the close of such quarter, in each case in conformity with GAAP (except for footnote disclosures) and fairly presenting the consolidated financial position and results of operations of LOL and its Subsidiaries for such month and period, duly certified by the principal financial officer of LOL;

     (c)  Annual Financial Statements . As soon as available and, in any event within ninety (90) days after the end of each fiscal year, Seller will furnish to the Administrator copies of (i) its financial statements, consisting of at least a balance sheet of Seller for such year and statements of earnings and cash flows, in each case in conformity with GAAP setting forth in each case in comparative form corresponding figures from the preceding fiscal year, and (ii) if not otherwise delivered to the Administrator pursuant to the Purchase and Sale Agreement, the unqualified audited financial statements of LOL and its Subsidiaries prepared on a consolidated basis, consisting of at least a balance sheet of LOL and its Subsidiaries for such year and consolidated and consolidating statements of earnings and cash flows, in each case in conformity with GAAP, setting forth in each case in comparative form corresponding consolidated figures from the preceding fiscal year, with all such statements duly certified by independent certified public accountants of recognized standing selected by LOL, together with copies of any and all letters, from such accountants to LOL’s Board of Directors or any committee thereof;

     (d)  Compliance Certificate . Together with each quarterly and annual financial statement delivered in accordance with the preceding paragraphs, if not otherwise delivered to the Administrator pursuant to the Purchase and Sale Agreement, Seller will furnish to the Administrator the compliance certificate to be delivered to it pursuant to Section 6.1(i)(iii) of the Purchase and Sale Agreement.

     (e)  Termination Events . Each of Seller and Servicer will furnish to the Administrator, as soon as possible and in any event within two (2) Business Days after an officer of Seller or Servicer obtains actual knowledge of the occurrence of each Termination Event and each Unmatured Termination Event, a written statement of the principal financial officer or principal accounting officer of Seller or Servicer, as the case may be, setting forth details of such event and the action that Seller or Servicer, as the case may be, proposes to take with respect thereto;

     (f)  Material Adverse Effect; Litigation . Each of Seller and Servicer will furnish to the Administrator, as soon as possible and, in any event within ten (10) Business Days after Seller’s or LOL’s actual knowledge thereof, written notice of (i) the occurrence of any event or condition which could reasonably be expected to have a Material Adverse Effect, (ii) without limiting the foregoing clause (i), any litigation, investigation or proceeding which may exist at any time which could be reasonably expected to have a Material Adverse Effect and (iii) any material adverse development in previously disclosed litigation;

     (g)  Change in Credit and Collection Policies . Each of Seller and Servicer will furnish to the Administrator, prior to its effective date, written notice of any material change in any Credit and Collection Policy which changes shall be reasonably acceptable to the Administrator;

     (h)  Change in Name . Seller and Servicer will furnish to the Administrator, at least thirty (30) days prior to any change in the Seller’s or Servicer’s name, location or any other change requiring, or that might require, the amendment of UCC financing statements, a notice setting forth such changes and the effective date thereof; and

     (i)  JP Morgan Credit Documents; Other Information .

     (i) To the extent not delivered to the Administrator pursuant to any other provision of this Agreement or of the Purchase and Sale Agreement, Seller and LOL will, at all times during which LOL is acting as an Originator or in any other capacity hereunder or under any Transaction Document, request pursuant to Section 6.1(i)(v) of the Purchase and Sale Agreement and deliver to the Administrator copies of all financial information and reports delivered to the agent or the lenders under the JP Morgan Credit Documents by or on behalf of LOL pursuant to any such JP Morgan Credit Document.

     (ii) Each of Seller and Servicer will, at all times until the Final Payout Date, furnish to the Administrator such other information with respect to the Receivables or the condition or operations, financial or otherwise, of the Servicer or Seller or any Originator as the Administrator may from time to time reasonably request.

      SECTION 7.3. Negative Covenants . From the date hereof until the Final Payout Date:

     (a)  Sales, Liens, Etc . Seller will not, except as otherwise provided herein or in the Purchase and Sale Agreement, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien (except for statutory Liens on all Bank Equity Interests that Seller may now own or hereafter acquire or be allocated in CoBank) upon or with respect to, any Pool Asset or any interest therein. For the avoidance of doubt, Feed shall be permitted to pledge its membership interests in Seller to secure Feed’s obligations in respect of the JP Morgan Credit Documents.

     (b)  Extension or Amendment of Receivables . Neither Servicer nor Seller will, except as otherwise expressly permitted in Section 8.2(c) , extend, amend, defer or otherwise modify, or permit Servicer to extend, amend or otherwise modify, the terms of any Pool Receivable; or amend, modify or waive, or permit Servicer to amend, modify or waive, any term or condition of any Contract related to a Pool Receivable.

     (c)  Change in Business or Credit and Collection Policies . Neither Servicer nor Seller will make any change in the character of its business or in any Credit and Collection Policy, which change could materially impair the collectibility of any Pool Receivable or otherwise materially adversely affect the interests or remedies of the Administrator or the Purchasers under this Agreement or any other Transaction Document.

     (d)  Change in Payment Instructions to Obligors . Neither Servicer nor Seller will add or terminate any bank as a Lockbox Bank or a lockbox bank or any Lockbox Account or lockbox account from those referenced on Schedule 6.1(n) or make any change, or permit any Lockbox Bank or lockbox bank to make any change, in its instructions to Obligors regarding payments to be made to Seller or Servicer or payments to be made to any Lockbox, Lockbox Bank, lockbox or lockbox bank, unless the Administrator shall have received notice of such addition, termination or change and duly executed copies of Lockbox Agreements with each new Lockbox Bank or with respect to each new Lockbox or Lockbox Account, as the case may be, or given its prior written consent, not to be unreasonably withheld, to such addition, termination or change.

     (e)  Mergers, Acquisitions, Sales, etc . Without the prior written consent of the Administrator and the Required Purchasers, neither the Seller nor the Servicer will enter into any merger or consolidation with or acquire all or substantially all of the capital stock or assets of any Person (whether in one transaction or in a series of transactions), except that: (i) any Person (other than the Seller or any Originator) may merge with and into the Servicer provided that the Servicer is the surviving entity; or (ii) the Servicer may merge with or acquire all of the capital stock of or all or substantially all of the assets of any other Person provided that the Servicer is the surviving entity, provided that, in each such case, prior to and immediately after giving effect thereto, no Termination Event or Unmatured Termination Event shall exist.

     (f)  Deposits to Special Accounts . Neither Servicer nor Seller will deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lockbox or Lockbox Account cash or cash proceeds (including, without limitation, proceeds of any Reconveyed Receivable or other receivable of Seller, any Originator or any other Person) other than Collections of Pool Receivables.

     (g)  Other Businesses . Seller will not (i) engage in any business other than the transactions contemplated by the Transaction Documents; (ii) incur any indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement or the Purchase and Sale Agreement (including the SPV Purchaser Notes issued pursuant thereto); or (iii) form any new Subsidiary or make any investments in any other Person (except for investments in CoBank to the extent required by Section 7.1(k) ).

     (h)  Certificate of Formation; Purchase and Sale Agreement . Seller will not amend, modify, terminate, revoke or waive any provision of its certificate of formation, limited liability company agreement, any SPV Purchaser Note or the Purchase and Sale Agreement.

     (i)  Restricted Payments . Seller will not declare or make any dividend or other distributions to any of its shareholders, redeem or purchase any of its capital stock or make any loan or other payments to any of its shareholders or Affiliates (other than (1) payments of the purchase price of Receivables and payments under the SPV Purchaser Notes, each as set forth in the